HomeMy WebLinkAboutC16-156 Town of Eagle IGAINTERGOVERNMENTAL AGREEMENT
BETWEEN EAGLE COUNTY, COLORADO
AND
TOWN OF EAGLE, COLORADO
FOR
ACQUISITION, PRESERVATION AND MANAGEMENT OF THE A &R INVESTMENT
PROPERTY
THIS INTERGOVERNMENTAL AGREEMENT (hereinafter "Agreement ") is made this
day of -t , 2016, by and between Eagle County, Colorado by and through its Board of
County Commissioners ( "County ") and the Town of Eagle, Colorado, by and through its Board of
Trustees ( "Town "). The County and Town shall together be referred to as the Parties.
WHEREAS, County has an Open Space Program which acquires and/or protects open space
throughout Eagle County. County, through its Open Space Program, often collaborates with
municipalities, land trusts, adjacent counties, and federal land management agencies to leverage
resources; and
WHEREAS, the Town desires to protect open space and increase public recreational offerings for
the benefit of its citizens and Eagle County; and
WHEREAS, Town is working to enter into an agreement to purchase an approximately 160 -acre
property described on Exhibit A and depicted on Exhibit B (hereinafter the "Property "); and
WHEREAS, the Parties agree that the Property has outstanding conservation values, including
wildlife habitat, scenic qualities, and recreational potential; and
WHEREAS, the Parties desire to contribute towards the acquisition and permanent preservation
of the Property and related costs subject to the approvals and terms and conditions set forth herein
AGREEMENT
NOW THEREFORE, in consideration of mutual promises and covenants contained in this
Agreement, the Parties agree as follows:
1. Property Interest to be Acquired.
Town will negotiate an acceptable purchase and sale agreement with the seller for the purchase of
the Property such that Town will acquire fee -title interest in the Property. Further, Town will
convey, at the time of closing on its acquisition of the Property, a perpetual conservation
easement to a qualified land trust.
2. Funding.
a. Purchase Price. Funding for the purchase price is to be provided as follows:
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C16- 156`'`'
Eagle County Corrrmissioners' Office
Town: Subject to approval of the Town Board of Trustees, Town will contribute
One Hundred and Forty Four Thousand Dollars ($144,000) towards the purchase
of the Property.
ii. Eagle Ranch Wildlife Committee: Town has separately secured a commitment
from the Eagle Ranch Wildlife Committee in the amount of One Hundred and
Forty Four Thousand ($144,000) toward the purchase of the Property.
iii. County: Subject to approval from the Eagle County Open Space Advisory
Committee and Eagle County Board of County Commissioners in a public
meeting, the County will contribute Four Hundred Forty-Seven Thousand Dollars
($447,000) toward the purchase of the Property.
b. Transaction Costs.
The Parties understand that certain transaction costs are expected to be incurred as part of
the due diligence and closing on the purchase of the Property and conveyance of the conservation
easement. In addition to the contribution to the purchase price set forth above, subject to approval
from the Eagle County Open Space Advisory Committee and Board of County Commissioners,
County agrees to reimburse the Town for transaction costs incurred by it, up to, but not to exceed,
the following amounts:
Baseline Report: $3,500
Minerals Analysis: $1,500
Survey: $5,000
Project Fee to Land Trust: $28,800
Land Trust Stewardship Endowment and Legal Defense Fund: $35,000
Title Policy: $5,000
Closing Costs: $3,000
EVLT Legal Review: $10,000
Environmental Review: $2,000
3. Due Diligence.
a. County. Notwithstanding anything to the contrary herein, County's contribution
amounts set forth above are subject to review and approval by the Open Space Advisory
Committee and the Eagle County Board of County Commissioners in a public meeting.
Nothing herein shall be deemed pre - approval by Open Space Advisory Committee or
Eagle County Board of County Commissioners. Further, any financial contribution by
County is subject to due diligence review which may include, but not be limited to,
review of purchase agreement, survey, title commitment, appraisal, environmental,
mineral and water matters, form of conservation easement, baseline report, management
plan and other associated documents in connection with the transaction or closing on the
Property, the results of which must be satisfactory to County as determined by County in
its sole discretion. Further, financial contribution by County is subject to receipt and
review of a title commitment in a form satisfactory to County, in its sole discretion. Town
will provide due diligence disclosures, title commitments, information and reports to
allow County ten (10) business days to review the same ( "Review Period ") and County
will notify Town in writing of any objections within the Review Period, unless the
Review Period is extended by the Parties. In the event the Town acquires the Property
prior to fulfillment of terms and conditions hereof such acquisition is at the Town's sole
risk. If the purchase fails to meet the conditions of this Agreement, County reserves the
right to withhold or withdraw its contribution.
b. Town. Town shall be entitled to conduct due diligence in accordance with the purchase
and sale agreement it negotiates.
4. Conservation Easement. The Parties agree that County shall be entitled to review and approve
the form of conservation easement to be recorded against the Property. The Town agrees that: (i)
County shall be notified of any violations occurring under the conservation easement; (ii) County
shall be entitled to notice and approval rights in connection with any assignment, merger,
modification, amendment or dissolution of the conservation easement; (iii) County shall be
entitled to appropriate hold harmless provisions in the conservation easement; (iv) in the event
the Property is condemned or the conservation easement is dissolved or terminated in accordance
with the terms of the conservation easement, proceeds will be shared by the easement holder
based on the value of the easement interest and by County, Town and Eagle Ranch Wildlife
Committee using a formula that equates to the percentage of value each contributor represents.
5. Land Management Plan
a. The Property will be owned by Town and the Town shall be responsible for expenses
associated with ownership, operation and management of the Property upon Closing.
b. Town will ensure that Eagle County's Open Space Program is acknowledged on signage
that may be located on the Property. County will be given an opportunity to review and
approve that signage prior to its installation.
c. Public access to the Property is through a Town owned open space parcel or a fifteen foot
wide easement held by the Town. Town will not modify or terminate the terms of that
easement or access to the Property without comment and approval from County. Town
will not charge a fee for public access to the Property.
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The Parties will work collaboratively to develop a Land Management Plan that addresses
the needs of recreational users and wildlife. This plan will address trail development,
seasonal closures, noxious weed management, signage, rules and regulations, permitted
uses, and habitat restoration.
6. Miscellaneous Provisions.
a. If any part, term, or provision of this Agreement is held by a court of competent
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.
b. 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.
C. No party hereto waives any immunity at law including immunity granted under the
Colorado Governmental Immunities Act.
d. This Agreement is intended as the complete integration of all understandings between the
Parties and constitutes the entire agreement between the parties hereto.
e. This Agreement may be changed or modified be written agreement of the parties.
f. Subject to the approvals that are required as set forth herein, the Parties hereto represent
that all funds necessary for compliance with the terms of this Agreement have been or will be
budgeted, appropriated, and otherwise made available in accordance with the terms hereof. Any
financial obligations that may arise hereunder, whether direct or contingent, shall only extend to
payment of monies duly and lawfully appropriated by the governing bodies of the Parties hereto.
Should any party hereto fail to participate in this Agreement, that party shall receive no interest in
the Property as specified herein. Notwithstanding anything to the contrary contained in this
Agreement, no payment will be made for any period after December 31st of any calendar year
without the written approval in accordance with a budget adopted by the respective Boards of the
parties in compliance with the provisions of Article 25, Title 30 of the Colorado Revised Statutes,
the Local Government Budget Law (C.R.S. § 29 -1 -101 et seq.) and the TABOR Amendment
(Colorado Constitution, Article X, Sec. 20).
g. Any notices or other communications required or permitted to be given hereunder shall
be given in writing and delivered personally, by U.S. mail, or by electronic mail to the attention
of the individuals below, or to such other addresses as any party designates 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.
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Notice to Eagle County: Toby Sprunk, Open Space Director
P.O. Box 850
500 Broadway
Eagle, CO 81361
Toby.sprunk@eaglecounty.us
Notice to Town of Eagle: John Staight, Open Space Coordinator
P.O. Box 609
200 Broadway
Eagle, CO 81631
John. stai > 1tLi.,townofeagle.org
h. Although Eagle County may fund a portion of the acquisition of the Property as described
in this Agreement, nothing in this Agreement shall be construed to mean that any land use
approvals required as a condition of closing or later desired by the owner of the Property have
been given approval by Eagle County in its governmental capacity. Owner of the Property or
Town shall be solely responsible for obtaining all approvals necessary for closing or the lawful
use of the Property. Nothing herein shall be considered pre - approval by Eagle County of the
same.
i. Any provisions of this Agreement which require observance or performance after the date
of closing for the Property shall continue in force and effect following the closing date.
The recitals set forth above are incorporated herein by reference.
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IN WITNESS WHEREOF, this Agreement is executed and entered into the day and year first above
written.
TOWN OF EAGLE,
STATE OF COLORADO
By and through its Board of Trustees
By:
Anne McKibbin, Mayor
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COUNTY OF EAGLE,
STATE OF COLORADO
By and through its Board of County
Commissioners
By: � co
Jean epcQueeney, Chair
ATTEST:
e
By: a. u i •
Teak J. Simonton, Clerk to the
Board of County Commissioners
EXHIBIT A
Legal Description
Township Five South, Range Eighty -Four West of the Sixth Principal Meridian, Tract
Seventy, the W2W2 (Tract 70 being a resurvey of School Section 16, Township 5 South,
Range 84 West of the 6t' P.M.) situate in the County of Eagle, State of Colorado.
Containing 160 acres more or less.
Exhibit B
Map of the Property
