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HomeMy WebLinkAbout2020-009-01/21/2020-AUTHORIZING THE MAYOR TO EXECUTE AN INTERGOVERNMENTAL AGREEMENT WITH LARIMER COUNTY TO PARTNER ON THEXHIBIT A 1 INTERGOVERNMENTAL AGREEMENT CONCERNING THE RED MOUNTAIN INHOLDING CONSERVATION PROJECT This Intergovernmental Agreement (Agreement) is made this ___day of _____________, 2020, by and between the CITY OF FORT COLLINS, COLORADO (the "City") and LARIMER COUNTY, COLORADO (the “County"). WHEREAS, part 2 of Article 1 of Title 29, C.R.S. authorizes governments to cooperate and contract with one another to provide any function, service or facility lawfully authorized to each, including the sharing of costs; and WHEREAS, the County has imposed a sales and use tax via the "Help Preserve Open Spaces Initiative" for the purchase and maintenance of open space, natural areas, wildlife habitat, parks and trails and a portion of the funds generated by said sales tax are distributed to municipalities located within Larimer County, including the City; and WHEREAS, the City has imposed a dedicated 0.25% sales and use tax known as "Open Space Yes!", portions of the revenues from which are intended and available for the purchase and maintenance of open space, natural areas, and trails; and WHEREAS, the parties recognize through the Larimer County Open Lands Master Plan and Fort Collins Natural Areas Master Plans that certain lands in the Laramie Foothills – Mountains to Plains Conservation Area (“Conservation Area”) are important to be conserved through various means such as fee acquisition, conservation easements, and regulatory measures; and WHEREAS, the parties have historically worked cooperatively to conserve the Conservation Area, provide limited recreation, and protect and promote the quality of life, wildlife, the natural environment and the character of the region; and WHEREAS, the Larimer County Natural Resources Department and the City of Fort Collins Natural Areas Department share common goals in conserving land in the Conservation Area, and by this IGA intend to form a partnership to carry out a land conservation project known as the “Red Mountain Inholding Conservation Project” to conserve in fee approximately 800 acres of land and in conservation easement approximately 2,280 acres of land; and WHEREAS, the County has acquired through purchase of fee interest, the real property referred to as the “Table Mountain Ranch Property”, described in Exhibit A, attached hereto and incorporated herein by reference; and WHEREAS, the County will convey a conservation easement (the “Conservation Easement”) to the City on the Table Mountain Ranch Property and on a 1,480-acre parcel referred to as “Previous Joint Purchase Property” which was acquired by a joint acquisition in 2007 and is described in Exhibit B, attached hereto and incorporated herein by reference, both of which shall be referred to together as the “Red Mountain Inholding,” and WHEREAS, the parties desire to cooperate and contract with one another concerning the sharing of costs and responsibilities for the conservation of the Red Mountain Inholding. EXHIBIT A 2 NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows: A. Subject Properties/Easements 1. The County has acquired the Table Mountain Ranch Property and will convey the Conservation Easement to the City on the Red Mountain Inholding, subject to prior approval by the Larimer County Board of County Commissioners in its discretion. 2. The City will prepare the Conservation Easement instrument covering the entire Red Mountain Inholding in collaboration with the County and will pay all transaction costs associated with the Conservation Easement. The City shall submit the Conservation Easement, upon completion of the transaction, to the Larimer County Clerk and Recorder for recording in the real property records of the County and shall provide a copy of the recorded Conservation Easement to the County upon completion of recording. 3. The cost for conserving the Red Mountain Inholding, including the purchase price for the Table Mountain Ranch Property, conveyance of the Conservation Easement, closing costs, title insurance, Phase I Environmental Assessment Reports, and Baseline Reports is estimated to be approximately $2,270,000 as shown in Exhibit C, attached hereto and incorporated herein by reference. 4. The County and City will share equally all costs that are incurred, with each party responsible for paying the estimated costs designated to each of them as shown on Exhibit C. If either the City or County determines it is unable to pay its share of any unanticipated costs, they agree to negotiate in good faith to reach a resolution such that the acquisition may be completed. Such resolution may include modifying the amount each party will pay for the unanticipated costs. 5. Following the closing of the fee and conservation easement acquisitions, the County will prepare a summary report similar to Exhibit C showing the exact costs paid by each party. It is not necessarily the parties’ intent that the costs paid by each party will be equivalent to the value of the property interest held by such party. B. Management of the Red Mountain Inholding Property 1. The County will manage the 800-acre Table Mountain Ranch Property as a part of its Red Mountain Open Space and in accordance with the Red Mountain Open Space Management Plan (which will be updated to reflect this acquisition) and subsequent updates. 2. Emergency Circumstances. In the event of emergency circumstances requiring immediate response prior to the adoption of updated Management Plans which will be used to guide the management of the Red Mountain Inholding, the County shall be entitled to use reasonable discretion in responding to such circumstances. If possible, the County shall consult with the City in advance of any action being taken. In the event advance consultation is not reasonably EXHIBIT A 3 possible, the County shall limit its actions to those necessary to address the existing emergency and shall make reasonable efforts to inform the City promptly of any such event and chosen course of action. C. Subsequent Sale and/or Transfer of Red Mountain Inholding or Conservation Easement Interests 1. If the County desires to sell all or any portion of its fee interest in the Red Mountain Inholding, or if the City desires to sell its conservation easement interest, the “Selling Party” shall provide written notice to the Non-selling Party of its intention to sell its fee or conservation easement interest (“Notice of Intent to Sell”). The Non-selling Party shall have a right of first refusal (“Option”) to purchase such interest (“Interest”) for its fair market value. The Non-selling Party shall have 30 days from the date of the Notice of Intent to Sell to notify the Selling Party if it is interested in purchasing the Interest. The parties shall then jointly select an appraiser to determine the fair market value of the Interest. The cost of such appraisal shall be split equally between the parties. The Non-Selling party shall notify the Selling Party within 30 days following the completion of the appraisal whether it intends to purchase the Interest. The parties shall then work in good faith to negotiate a purchase and sale agreement and any necessary documents for completion of the sale. The Option shall expire if the Non-selling party does not, within 30 days of the completion of the appraisal, notify the Selling Party that it intends to purchase the Interest. If the Non-selling Party timely notifies the Selling party of its intent to purchase, the Option shall nonetheless expire two years after the date of the Notice of Intent to Purchase if the parties have not closed on the conveyance of the Interest by that time. 2. If the Non-selling Party declines to purchase the Interest, either before or after having the Interest appraised, the Selling Party may then convey the Interest to a third-party as it chooses. Any sale of the County’s fee interest shall be subject to the terms of the Conservation Easement and any other existing encumbrances, restrictions or conditions applicable to the conveyed property. If the County desires to sell all or any portion of its fee interest in the Red Mountain Inholding, including easements or rights of way, and the City notifies the County of an adverse impact of the proposed sale on the remaining interests in the Red Mountain Inholding or the Conservation Easement, the parties agree to negotiate in good faith to resolve the issue prior to the sale. 3. If either party sells all or any portions of its respective ownership interest in the Red Mountain Inholding, it shall divide the net proceeds from such sale between the County and the City in the same percentage as their respective contributions to the initial purchase payments for acquiring the property interests sold as defined in Exhibit C. If all or any portion of the subject properties is taken by eminent domain, the net proceeds from such disposition shall be divided between the County and the City in the same percentage as their respective contributions to the initial purchase payments for acquiring the property interests taken as defined in Exhibit C. Proceeds from such conveyance shall be subject to the provisions of each party’s respective applicable policies, ordinances, resolutions and plans. 4. The parties understand and acknowledge that if the City assigns the Conservation Easement to a third party qualified organization as described in the Deed of Conservation Easement, the City may not receive any payment for such transfer, and neither the City nor the County would be entitled to recover any portion of its initial contribution to the value of the Conservation Easement. EXHIBIT A 4 D. General Provisions. 1. Each party agrees to execute all additional instruments and documents necessary to effectuate the transactions and purposes described herein, subject to any necessary approvals. 2. This Agreement shall be binding upon and inure to the benefit of the parties’ respective successors and permitted assigns. 3. Financial obligations of the parties payable after the current fiscal year are contingent upon the governing bodies of the parties, in their discretion, appropriating funds sufficient and intended for such purposes. 4. Each party is responsible for its own negligence and that of its officers, employees and volunteers. Nothing in this Agreement waives the immunities, limits of liability, or other terms and conditions of the Colorado Governmental Immunity Act as now in force or hereafter amended. 5. Any notices required or permitted to be given shall be in writing and personally delivered to the office of the parties hereof, or sent by first class mail, postage prepaid, or by overnight commercial courier, addressed as follows: John Stokes Daylan Figgs Natural Areas Director Natural Resources Director City of Fort Collins – Natural Areas Department Larimer County Natural Resources Department PO Box 580, Fort Collins, CO 80522 1800 S County Rd 31, Loveland, CO 80537 jstokes@fcgov.com dfiggs@larimer.org Any such notice shall be effective (i) in the case of personal delivery or by overnight courier, when the notice is actually received, or (ii) in the case of first class mail, the third day following deposit in the United States mail, postage prepaid, addressed as set forth above. Any party may change these persons or addresses by giving notice as required above. 6. If either party should fail or refuse to perform according to the terms of this Agreement, such party may be declared in default thereof. If a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail itself of any other remedy at law or equity. If the non-defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non-defaulting party for the non- defaulting party's reasonable attorney fees and costs incurred because of the default. EXHIBIT A 5 7. Nothing in this Agreement shall imply any partnership, joint venture, or other association between the City and the County. Each party shall have sole responsibility for the content and the conduct of its activities. Neither party shall use the other’s name or logo to suggest co-sponsorship or endorsement of any activity without the other’s prior written approval. IN WITNESS WHEREOF, the parties hereto have executed this Intergovernmental Agreement concerning the Red Mountain Inholding Conservation Project, on the day and year first above written. THE CITY OF FORT COLLINS, COLORADO, A Municipal Corporation By: _________________________________ Wade O. Troxell, Mayor ATTEST: APPROVED AS TO FORM: City Clerk Assistant City Attorney ____________________________ _________________________________ (print name) (print name) EXHIBIT A 6 LARIMER COUNTY, COLORADO By: _________________________________ Chair, Board of County Commissioners ATTEST: APPROVED AS TO FORM: Clerk County Attorney EXHIBIT A 7 EXHIBIT A Legal Description of the Table Mountain Ranch Property The South ½ of the South ½ of Section 7 and the North ½ of Section 18, all in Township 11 North, Range 69 West of the 6 th P.M.; and the East ½ of Section 12, Township 11 North, Range 70 West of the 6 th P.M., except reservations in Deed recorded in Book 1223 at Page 29 of the records of the County Clerk and Recorder of Larimer County; and commencing at the Southeast corner of the West ½ of said Section 12; thence West along section line 311.00 feet; Thence North parallel to the North and South quarter section line 140.00 feet; Thence East parallel to the South section line 311.00 feet to the quarter section line; Thence South along said section line 140.00 feet to the Point of Beginning, County of Larimer, State of Colorado. EXHIBIT A 8 EXHIBIT B Legal Description of the Previous Joint Purchase Property The North ½ of the Northwest ¼ and the Southeast ¼ of the Northwest ¼ of Section 4, Township 11 North, Range 69 West of the 6th P.M. County of Larimer, State of Colorado; and All of Section 5 and Section 6, Township 11 North, Range 69 West, of the 6th P.M., County of Larimer, State of Colorado, except the Southeast ¼ of the Southwest ¼ and the Southwest ¼ of the Southeast ¼ of Section 6; and The Northeast ¼ of Section 8, Township 11 North, Range 69 West of the 6th P.M. County of Larimer, State of Colorado;