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HomeMy WebLinkAboutC13-214 Pitkin County IGA INTERGOVERNMENTAL AGREEMENT BETWEEN EAGLE COUNTY, COLORADO,AND PITKIN COUNTY COLORADO FOR THE ACQUISITION AND CONSERVATION OF THE GLASSIER PROPERTY THIS INTERGOVERNMENTAL AGREEMENT for conservation of the Glassier Property(the"Agreement") located a`543 Hooks Spur Road,in Eagle County, Colorado is made this CQ4'' day of / Cc 2013 by and between the Board of County Commissioners of Ea_•County("Eagle") and the Board of County Commissioners of Pitkin County("Pitkin") (collectively the"Parties"or"Counties"),which are governmental entities located within the State of Colorado. The term of this Agreement shall be continuing to provide for the acquisition of interests in the Glassier Property and management of those interests as set forth herein. RECITALS 1. Eagle and Pitkin have established funding for the purpose of acquiring and permanently preserving open space; and 2. The Glassier Property(the"Property")is located in the Roaring Fork Valley at 543 Hooks Spur Road within Eagle County contiguous with other public lands; and 3. Pursuant to a contract dated July 18, 2013 ("Contract") the owners desire to convey the Property consisting of approximately 137 acres to the Pitkin for $5,900,000; and 4. The Property contains high quality agricultural soils which may contribute to local food production in perpetuity; and 5. While the Property lies in Eagle County, the acquisition will create new river access for the mid valley and therefore benefit the citizens of both Counties; and 6. Eagle will budget and appropriate up to $3,000,000 towards the purchase and conservation of the Property and for associated transaction costs upon the terms and conditions set forth herein; and 7. Pitkin has budgeted and appropriated $3,000,000 towards the purchase and associated transaction costs; and 8. The Parties will jointly submit a grant application to the Great Outdoors Colorado Trust Fund requesting$1,000,000 for the purchase and conservation of the Property. If the grant application is successful, awarded funds will be shared equally by the Parties to reduce the Parties respective contributions as set forth herein; and INTERGOVERNMENTAL AGREEMENT FOR THE CONSERVATION OF THE GLASSIER PROPERTY 9. The Parties have agreed that Pitkin should hold the fee interest to the Property and thereby assume financial responsibility for its management, subject to a conservation easement to be held by Eagle to ensure that the conservation values including, but not limited to, protection of agricultural and habitat resources are protected in perpetuity. The Parties recognize that agricultural and administrative uses may include motorized access. 10. Eagle and Pitkin wish to provide for the purchase, conservation and management of the Property through an intergovernmental agreement. AGREEMENT NOW THEREFORE, in consideration of mutual promises and covenants contained in this agreement, the Parties agree as follows: Property Interests Acquired 1. Eagle shall hold the conservation easement on the Property. 2. Pitkin shall hold title in fee to the Property. Payments by The Parties 3. To acquire the interests specified above each party shall pay the following toward the $5,900,000 total purchase price pursuant to the Contract for the acquisition of the Property interests as follows: Eagle 50% - $2,950,000; Pitkin 50% - $2,950,000 Pitkin and Eagle shall share equally all of all closing costs and fees however; in no event shall Eagle's share of closing costs and fees exceed fifty thousand dollars ($50,000). Further, in no event shall Eagle's total contribution exceed $3,000,000. Further, as a condition precedent to Eagle County contributing funds as set forth in this Agreement, Eagle County must receive a conservation easement in a form satisfactory to it, in its sole discretion. Any financial contribution by Eagle is subject to receipt of a satisfactory conservation easement and due diligence review, the results of which must be satisfactory to Eagle in its sole discretion. To this end, so long as Pitkin County provides due diligence disclosures, information and reports to allow Eagle County five days to review the same, then Eagle County agrees to review the title work, survey, seller's disclosures, environmental report, mineral remoteness review and water rights due diligence, during the same time as allowed in the contract between Pitkin County and Joyce Smink as dated July 17, 2013, and to notify Pitkin in writing by August 16, 2013 2 INTERGOVERNMENTAL AGREEMENT FOR THE CONSERVATION OF THE GLASSIER PROPERTY regarding any objections on those matters,unless that date is extended by the parties. Eagle County agrees to review the appraisal and provide to notify Pitkin in writing by August 30, 2013 regarding any objections on that document,unless the date is extended by the parties. In the event Pitkin acquires the Property prior to fulfillment of terms and conditions hereof and Eagle's satisfactory due diligence review, such acquisition is at Pitkin's sole risk. If the purchase fails to meet the conditions of this Agreement, Eagle reserves the right to withhold or withdraw its contribution. 4. The Parties acknowledge closing on the Property is currently planned to take place on or before January 5, 2014, or on a later date as mutually agreed by Fred L. Glassier Family Trust and Frieda L. Glassier Family Limited Liability Limited Partnership and Pitkin. 5. In the event any interest acquired in the Property by either of the Parties to this Agreement is condemned, all Parties agree to cooperate with each other to resist the condemnation and then to reduce any damage which may result. All proceeds received in any condemnation action shall be shared among the Parties and potential granting entities in accordance to the percentage of initial contribution listed in paragraph 3 above. Management of Property Interests 6. The Property will be held in fee by Pitkin following the closing and the Property shall be managed and maintained by Pitkin with agreement and consent to its management activities by Eagle. If such agreement cannot be obtained, then the matter shall be submitted to mediation for resolution. Eagle County shall not be responsible for any costs associated with ongoing ownership,management or maintenance of the Property. All proceeds generated through agricultural leasing, residential uses, farm production, or leasing of water rights will be for the benefit of Pitkin. 7. The Parties agree to work cooperatively on an interim and long range management plan for the Property and agree that such plan should attempt to address the preservation of the natural features of the Property, agricultural use, the protection of wildlife, and the development of any trails on the Property. The interim plan may be adopted after public meetings by each Party, and shall generally provide for terms of management for the first year of ownership by the Parties, including but not limited to terms of public access on existing roads and trails. The Parties agree that there shall be a community steering committee to advise the Parties regarding the preparation of the long range management plan for the Property. The interim and long range plans will be presented at least two public meetings prior to its adoption. The Parties acknowledge that a management plan for the Property must also be approved by GOCO. Miscellaneous Provisions 8. If any part, term, or provision of this Agreement is held by a court of 3 INTERGOVERNMENTAL AGREEMENT FOR THE CONSERVATION OF THE GLASSIER PROPERTY compe`ent jurisdiction to be illegal or in conflict with any federal law or law of the State of Colorado, the validity of the remaining portions or provisions shall not be affected, and the rights and obligations of the parties hereto shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be invalid. 9. Nothing in this Agreement is intended to create or grant to any third party or person any right or claim for damages or the right to bring or maintain any action at law. 10. No party hereto waives any immunity at law including immunity granted under the Colorado Governmental Immunities Act. 11. This Agreement is intended as the complete integration of all understandings between the Parties and constitutes the entire agreement between the parties hereto; no prior or contemporaneous addition, deletion, or other amendment shall have ail)/force or effect,unless embodied herein in writing or attached as an exhibit hereto and referenced herein. This Agreement may be changed or modified only in writing by an agreement approved by the respective boards and signed by authorized offic of each party. 12. The Parties hereto represent that all funds necessary for compliance with the to s of this Agreement have been or will be budgeted, appropriated, and otherwise made vailable in accordance with the terms hereof. Any financial obligations that may arise h reunder, whether direct or contingent, shall only extend to payment of monies duly a d lawfully appropriated by the governing bodies of the Parties hereto. Should any party ereto fail to participate in this Agreement, that party shall receive no interest in the Prope y as specified herein. Notwithstanding anything to the contrary contained in this Agree ent, no payment will be made for any period after December 31St of any calendar year w thout the written approval in accordance with a budget adopted by the respective Board of the parties in compliance with the provisions of Article 25, Title 30 of the Color o Revised Statutes, the Local Government Budget Law (C.R.S. § 29-1-101 et seq.) d the TABOR Amendment(Colorado Constitution, Article X, Sec. 20). 13. Each party to this Agreement shall cooperate with the others to enforce the terms f the contract for purchase currently existing between Fred L. Glassier Family Trust nd the Frieda L. Glassier Family Limited Liability Limited Partnership and Pitkin, to protect the Property and enforce the provisions of the conservation easements and future management plan. 14. Any notices or other communications required or permitted to be given here er shall be given in writing and delivered personally,by U.S. mail, or by electronic mail t the attention of the individuals below, or to such other addresses as any other parties designate by written notice. Notice shall be deemed given on the date of personal delivery or electronic mailing, or five(5)days from the date of mailing by U.S. mail. 4 INTERGOVERNMENTAL AGREEMENT FOR THE CONSERVATION OF THE GLASSIER PROPERTY Notice to Eagle County: County Attorney Bryan Treu P.O. Box 850 500 Broadway Eagle, CO 81361 bryan.true@eagle.us Notice to Pitkin County: County Attorney John Ely 530 East Main Street, Suite 302 Aspen, CO 81611 johne@co.pitkin.co.us 15. The recitals set forth above are incorporated herein by reference. s [rest of page intentionally left blank] 5 INTERGOVERNMENTAL AGREEMENT FOR THE CONSERVATION OF THE GLASSIER PROPERTY IN WITNESS WHEREOF, this Agreement is executed and entered into the day and year first above written. COUNTY OF PITKIN COUNTY OF EAGLE STATE OF COLORADO STATE OF COLORADO ',A OF By: B,Air L/ 4' Michael M. Owsley, Chair . -•--- -, Chair Q�:T „_.. Pitkin County Board of Eagle County Board of County Commissioners County Commissioners ATTEST: ATTEST: It 1 1 .i) 2 Jeanette Jones Teak J. SimontI "�.'hi, °O Pitkin County Deputy Clerk Eagle County Clerk 6