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HomeMy WebLinkAboutC15-112 Pitkin County Intergovernmental AgreementINTERGOVERNMENTAL AGREEMENT BETWEEN EAGLE COUNTY, COLORADO AND PITKIN COUNTY, COLORADO FOR THE ACQUISITION OF A CONSERVATION EASEMENT ON PORTIONS OF THE EMMA FARMS PROPERTY THIS INTERGOVERNMENTAL AGREEMENT (the "Agreement"), is made this 18th day of March ,2015 by and between Eagle County, Colorado by and through its Board of County Commissioners ("Eagle") and Pitkin County, Colorado by and through its Board of County Commissioners ("Pitkin") (collectively the "Parties" or "Counties"), which are governmental entities located within the State of Colorado. RECITALS 1. Eagle and Pitkin each have established open space programs for the purpose of acquiring and permanently preserving open space. 2. The Emma Farms Property (the "Property") is located in the Roaring Fork Valley on Hooks Spur Lane with a portion lying in Eagle County and a portion lying in Pitkin County contiguous with other public lands, including the Glassier Ranch Open Space. 3. Pursuant to a contract dated March 2, 2015 ("Contract') between the owners of the Property and Pitkin, the owners desire to convey a conservation easement on the Property consisting of approximately 49.43 acres to Pitkin and Aspen Valley Land Trust. The Contract will be ratified by the Pitkin Board of County Commissioners on March 25, 2015. 4. The Property contains high quality agricultural soils which may contribute to local food production in perpetuity. 5. The Property lies in Eagle County and Pitkin County, the acquisition will therefore benefit the citizens of both Counties. 6. Subject to review and approval by the Eagle County Open Space Committee ("OSAC") and the Eagle County Board of County Commissioners, Eagle will contribute up to $1,472,000 towards the purchase of a conservation easement and public trail easement on the Property and associated transaction costs upon the terms and conditions set forth herein. Contribution by Eagle County is further subject to appropriation in a supplemental budget to be separately considered by Eagle County Board of County Commissioners. 7. Pitkin has budgeted and appropriated $497,000 towards the purchase and associated transaction costs. INTERGOVERNMENTAL AGREEMENT FOR THE CONSERVATION OF THE EMMA FARMS PROPERTY 8. The Parties will jointly submit a grant application to the Great Outdoors Colorado Trust Fund requesting $667,000 for the purchase of a conservation easement on the Property. If the grant application is successful, 75% of the awarded funds will be received by Eagle County and 25% will be received by Pitkin County to reduce the Parties respective contributions as set forth herein. 9. The Parties have agreed that Aspen Valley Land Trust and Pitkin will together hold, administer, and enforce the terms of the conservation easement. The Parties recognize that agricultural and administrative uses to be allowed on the Property may include motorized access related to those uses. 10. The conservation easement may not be transferred, modified or dissolved without written approval from Eagle County recognizing that certain real property interests acquired with Eagle County Open Space funds may require formal approval from Eagle County voters prior to transfer, modification or dissolution. The foregoing concepts shall be incorporated into the conservation easement at closing. 11. Acquisition of the conservation easement is conditioned upon creating a single parcel through the Eagle County amended final plat process. 12. Eagle and Pitkin wish to provide for the purchase of a conservation easement and public trail easement on the Property through this 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. Aspen Valley Land Trust and Pitkin will hold the conservation easement on approximately 49.43 acres consisting of Lots 3-6 of the Emma Farms Property. Payments by The Parties 2. To acquire the interests specified above each party shall pay the following toward the $2,000,000 total purchase price pursuant to the Contract for the acquisition of the Property interests as follows: Eagle 75% - $1,472,000 Pitkin 25% - $497,000 Town of Basalt $50,000 OA INTERGOVERNMENTAL AGREEMENT FOR THE CONSERVATION OF THE EMMA FARMS PROPERTY 3. Pitkin and Eagle shall share equally in all closing costs and fees however; in no event shall Eagle's share of closing costs and fees (including any stewardship expenses) exceed nine thousand five hundred ($9,500). Further, in no event shall Eagle's total contribution exceed $1,472,000. Pitkin's share of the closing costs and fees shall not exceed $9,500. Notwithstanding anything to the contrary herein, Eagle's contribution of the amounts set forth above is subject to review and approval by OSAC and the Eagle County Board of County Commissioners. Nothing herein shall be deemed pre -approval by OSAC or the Eagle County Board of County Commissioners. Further, any financial contribution by Eagle is subject to due diligence review which may include, but not be limited to, review of survey, title, appraisal, environmental, mineral and water matters, the results of which must be satisfactory to Eagle as determined by Eagle in its sole discretion. Further, financial contribution by Eagle is subject to its receipt and review of a title commitment committing to insure Eagle's contribution, a conservation easement and trail easement each in a form satisfactory to Eagle, in its sole discretion. Pitkin will provide due diligence disclosures, information and reports to allow Eagle ten (10) business days to review the same ("Review Period") and Eagle will notify Pitkin in writing of any objections on those matters within the Review Period, unless the Review Period is extended by the Parties. In the event Pitkin acquires the Property prior to fulfillment of terms and conditions hereof 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 July 10, 2015, or on a different date as mutually agreed by Emma Farms LLC and SW Enterprises LLC and Pitkin and Eagle. 5. In the event the Property is condemned, proceeds from condemnation will be shared by the landowner, Pitkin, Eagle and potentially GOCO using a formula that equates to the percentage of value each contributor represents. Management of Property Interests 6. The Property will be held in private ownership. All proceeds generated through agricultural leasing, farm production, or leasing of water rights will be for the benefit of the owner. 7. The Parties agree to work cooperatively on a 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. A mutually agreeable management plan may be adopted after public meetings, and shall generally provide for terms of management, including but not limited to terms of public access on existing roads and trails. The Parties acknowledge that a management plan for the Property must also be approved by GOCO. Eagle shall have no responsibility for management or other expenses after closing. 3 INTERGOVERNMENTAL AGREEMENT FOR THE CONSERVATION OF THE EMMA FARMS PROPERTY Miscellaneous Provisions 8. 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. 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 any 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 officers of each party. 12. 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). 13. 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 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. Notice to Eagle County: County Attorney Bryan Treu P.O. Box 850 M INTERGOVERNMENTAL AGREEMENT FOR THE CONSERVATION OF THE EMMA FARMS PROPERTY 500 Broadway Eagle, CO 81361 bryan.trueneagle.us Notice to Pitkin County: County Attorney John Ely 530 East Main Street, Suite 302 Aspen, CO 81611 johnegco.pitkin.co.us 14. Although Eagle County may fund a portion of the acquisition of a property interest 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 Pitkin 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. 15. Any provisions of this Agreement which require observance or performance after the date of closing shall continue in force and effect following the closing date. 16. The recitals set forth above are incorporated herein by reference. [rest of page intentionally left blank] 5 f INTERGOVERNMENTALAGRI!, _-NTFOR THE CONSERVATION OF THE EMMA FARMS PROPERTY IN WITNESS WHEREOF, this Agreement is executed and entered into the day and year first above written. COUNTY OF PITKIN STATE OF COLORADO By: Steve F. Child, Chair Pitkin County Board of County Commissioners T: JeanOtte Jones j PitkCounty Deputy 0 COUNTY OF EAGLE STATE OF COLORADO By: KathyAhand -Henry, Chair Eagle County � oard of County Commissioners,, dp ATTEST: OLOR6% Teak J. Simonton Eagle County Clerk c)T —ou r