Loading...
HomeMy WebLinkAboutresolution.council.112-22RESOLUTION # 112 (Series of 2022) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE CITY OF ASPEN AND PITKIN COUNTY, COLORADO FOR THE PURCHASE OF REAL PROPERTY IN PITKIN COUNTY KNOWN AS THE MOORE RANCH AND AUTHORIZING TILE MAYOR TO EXECUTE SAID INTERGOVERNMENTAL AGREEMENT ON BEHALF OF THE CITY OF ASPEN, COLORADO. WHEREAS, there has been submitted to the City Council a proposed Intergovernmental Agreement regarding the contribution by the City of $1,000,000 from the Parks Fund to Pitkin County Open Space and Trails for the acquisition of the Moore Ranch; and WHEREAS, the City of Aspen Open Space and Trails Board recommends the contribution of City funds towards the purchase of this property; and WHEREAS, pursuant to Resolution #69, Series of 2022, the City Council authorized the contribution of $1,000,000, subject to the entry of this Intergovernmental Agreement; and WHEREAS, after due deliberation and consideration the City Council has determined that it is in the best interest of the City of Aspen to approve said Intergovernmental Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, That the City Council of the City of Aspen hereby approves the entry into an Intergovernmental Agreement with the County of Pitkin regarding the acquisition of Moore Ranch and the contribution of one million dollars by the City towards the acquisition of Moore Ranch, a draft of which Intergovernmental Agreement is attached hereto and does hereby authorize the Mayor of the City of Aspen to execute a final agreement on behalf of the City of Aspen in substantially the form attached hereto, subject to the final approval of the City Manager and the City Attorney. INTRODUCED, READ AND ADOPTED by the City Council of the City of Aspen on the 27' day of September 2022. Torre, Mayor I, Nicole Henning, duly appointed and acting City Clerk do certify that the foregoing is a true and accurate copy of that resolution adopted by the City Council of the City of Aspen, Colorado, at a mgeting held Septd-nber 2712022. Nicole Henning, Cit� Clerk INTERGOVERNMENTAL AGREEMENT BETWEEN THE CITY OF ASPEN, COLORADO, AND PITKIN COUNTY COLORADO FOR THE ACQUISITION OF CONSERVATION INTERESTS IN THE MOORE RANCH, LOCATED IN PITKIN COUNTY •THIS INTFR6,0VF.RNMENTAL AGREEMENT (the "Agreement") is made this 11th _ day of october , 2022 by and between the Board of County Commissioners of Pitkin County, Colorado, whose address is 530 East Main Street, Suite 302 Aspen, Colorado 81611 ("the County") and the City of Aspen ("Aspen"), (collectively the "Parties"), which are all governmental entities located within the state of Colorado. RECITALS WHEREAS, This Agreement is entered into pursuant to, inter alia, C.R.S. §§ 29-1-201, et seg., and Article )UV, Section 18 of the Colorado Constitution. 1. The 274 acre Moore Ranch is located in the Roaring Fork Valley within Pitkin County and contiguous and near other preserved open space owned by the Parties. 2. Pitkin has negotiated a contract with the Moore Ranch to purchase approximately 95 acres outright, while placing the balance of the ranch into a conservation easement. (The land to be acquired outright and the conservation easement are hereinafter referred to as the "Property.") The Board of County Commissioners of Pitkin County unanimously approved this contract on June 8, 2022. 3. Conservation of the Moore Ranch through acquisition of the Property enhances prior investments by Aspen, Pitkin and others by adding approximately 274 acres of conserved land along the Roaring Fork Gorge corridor. 4. On May 24, 2022, Aspen City Council voted unanimously to contribute $1,000,000 to the purchase of the Property. AGREEMENT NOW, THEREFORE, for and in consideration of the mutual promises and agreements of the parties and other good and valuable consideration, the adequacy and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. The Parties acknowledge that the Contract between THOMAS A. MOORE, THE THOMAS A. MOORE QUALIFIED PERSONAL RESIDENCE TRUST U/T/A DATED FEBRUARY 29, 2008, THE CAROLYN W. MOORE QUALIFIED PERSONAL RESIDENCE TRUST U/T/A DATED FEBRUARY 29, 2008, and MOORE FAMILY RANCH PROPERTIES, LLLP and Pitkin dated May 5, 2022 ("Contract"), through which the Property is to be conveyed to Pitkin, is to proceed in a closing that will take place within 14 days of Pitkin's approval of an Open Space Master Plan for the property, which approval has been tentatively set for October 12, 2022. 2. Within 60 days of the closing contemplated in the Contract, Aspen will pay $1,000,000. All sums paid to Pitkin County shall be deposited in its Open Space and Trails fund as a partial reimbursement for the purchase of the Property. 3. The Property will be held by Pitkin County and managed and maintained by Pitkin County. Further, it is anticipated that a management plan will be adopted by Pitkin County for the 95-acre portion of the Property to be acquired outright, after consultation with Aspen regarding any recreational improvements and any limitations on public access as may be appropriate for conservation purposes as well as agricultural management practices. Miscellaneous Provisions 1. Assignability._This agreement is not assignable by either party. 2. Modification. This Agreement may be changed or modified only in writing by an agreement approved by the respective Boards of the Governments and signed by authorized officers of each party. 3. Entire Agreement. This Agreement constitutes the entire Agreement between the parties and all other promises and agreements relating to the subject of this Agreement, whether oral or written, are merged herein. 4. Severability. Should any one or more sections or provisions of this Agreement be judicially adjudged invalid or unenforceable, such judgment shall not affect, impair, or invalidate the remaining provisions of this Agreement, the intention being that the various sections and provisions hereof are severable. 5. Termination Prior to Expiration of Term. Any Party has the right to terminate or withdraw from this Agreement, with or without cause, by giving written notice to the other Parties of such termination and specifying the effective date thereof. Such notice shall be given at least ten (10) days before the effective date of such termination. Termination of the Agreement relieves the cancelling or withdrawing Party of any further responsibility under this Agreement except for specifically identified obligations of a continuing nature based upon past performance under the Agreement. 6. Notice. Any notice required or permitted under this Agreement shall be in writing and shall be provided by electronic delivery to the e-mail addresses set forth below and by one of the following methods 1) hand -delivery or 2) registered or certified mail, postage pre -paid to the mailing addresses set forth below. Each party by notice sent under this paragraph may change the address to which future notices should be sent. Electronic delivery of notices shall be considered delivered upon receipt of confirmation of delivery on the part of the sender. Nothing contained herein shall be construed to preclude personal service of any notice in the manner prescribed for personal service of a summons or other legal process. To: Pitkin County With copies to: Pitkin County Attorney's Office 530 East Main Street, Ste. 301 Aspen, CO 81611 attorne r7a itkincoun .com To: City of Aspen With copies to: City Manager. City Attorney's Office 427 Rio Grande Place 427 Rio Grande Place Aspen, CO 81612 Aspen, CO 81612 mans er as en. ov attorney@aspen.gov 7. Government Immunity. The parties agree and understand that both parties are relying on and do not waive, by any provisions of this Agreement, the monetary limitations or terms or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, C.R.S. 24-10-101, et seq., as from time to time amended or otherwise available to the parties or any of their officers, agents, or employees. 8. Current Year Oblitzations. The parties acknowledge and agree that any payments provided for hereunder or requirements for future appropriations shall constitute only currently budgeted expenditures of the parties. The parties' obligations under this Agreement are subject to each individual party's annual right to budget and appropriate the sums necessary to provide the services set forth herein. No provision of this Agreement shall be construed or interpreted as creating a multiple fiscal year direct or indirect debt or other financial obligation of either or both parties within the meaning of any constitutional or statutory debt limitation. This Agreement shall not be construed to pledge or create a lien on any class or source of either parties' bonds or any obligations payable from any class or source of each individual parry's money. 9. Binding Rights and Obligations. The rights and obligations of the parties under this Agreement shall be binding upon and shall inure to the benefit of the parties and,ffieir respective successors and assigns. 10. Agreement made in Colorado. This Agreement shall be construed according to the laws of the State of Colorado, and venue for any action shall be in the District Court in and for Pitkin County, Colorado. 11. Attorney Fees. In the event that legal action is necessary to enforce any of the provisions of this Agreement, the substantially prevailing party, whether by final judgment or out of court settlement, shall recover from the other party all costs and expenses of such action or suit including reasonable attorney fees. 12. No Waiver. The waiver by any party to this Agreement of any term or condition of this Agreement shall not operate or be construed as a waiver of any subsequent breach by any party. 13. Authori . Each person signing this Agreement represents and warrants that said person is fully authorized to enter into and execute this Agreement and to bind the party it represents to the terms and conditions hereof. The foregoing Agreement is approved by the Board of County Commissioners of Pitkin County, Colorado at its regular meeting held on the 8th day of June , 2022. The forego' g Agreement is ap roved by the City of Aspen at its regular meeting held on the 0 ay of 2022. In Witness whereof, the parties hereto have caused this agreement to be executed as of the day and year first above written. THE CITY OF ASPEN By: I Torre, Mayor BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO By: Patti Clapper, Chair Manager Approval: ME VAL), (W Dale Will, Acq and Special Project Director ATTEST: Nicole Henning, City Cl APPROVED AS TO FORM By: Richard Neiley III, Asst. County Attorney ATTEST Julia Ely, Deputy County Clerk