HomeMy WebLinkAboutbocc.con.340.2008 CONTRACT # ~`Og
RESOLUTION OF THE BOARD OF COUNTY COIVIMISSIONERS OF PTTI~NN
COUNTY,COLORADO,
APPROVING AN AGREEMENT WITH THE STATE BOARD OF THE GREAT
OUTDOORS COLORADO TRUST FUND, AND RELATED IGA WITH CARBONDALE
AND THE ASPEN VALLEY LAND TRUST FOR ADMINISTRATION OF THE
CRYSTAL WATERSHED LEGACY GRANT
RESOLUTION NO. CSS~-2008
WHEREAS, the Pitkin County Boazd of County Commissioners (BOCC) gave its support for
the Crystal Watershed Legacy Project grant ("Grant") application on August 28, 2007, which
includes four project components that are funded in part by Pitkin County, and
WHEREAS, Pitkin County applied for the Grant in partnership with the Town of Carbondale
and the Aspen Valley Land Trust (`Partners") to pursue several land conservation and recreation
projects, and
WHEREAS, each of seven project components will benefit the residents of and visitors to the
Crystal Valley by providing recreational opportunities, and protecting the scenic, agricultural and
ecological qualities of the valley, and
WHEREAS, the Pitlcin County Boazd of County Commissioners, and its partners, Aspen Valley
Land Trust and Town of Carbondale, have received a legacy grant from Great Outdoors Colorado
("GOCO") for $5 million to fund five project components in the Crystal Valley, and
WHEREAS GOCO desires that Pitkin County agree to administer the Grant on behalf of the
other partners, and to enter into a separate Inter-governmental Agreement with the "Partners"
which would specify which entity will have lead responsibility on which projects.
NOW, THEREFORE, BE IT RESOLVED by the Boazd of County Commissioners of Pitkin
County, Colorado that:
l Upon approval of the form by the Open Space Director and County Attorney, the Chair is
authorized to execute a Crystal Watershed Legacy Grant Agreement with Great Outdoors
Colorado.
2.) Upon approval of the form by the Open Space Director and County Attorney, the Chair is
authorized to execute an IGA with the Town of Cazbondale and the Aspen Valley Land
Trust which sets forth respective responsibilities regazding administration of the Grant.
3.) T'he Pitlcin County Board of County Commissioners hereby authorizes the expenditure of
funds necessary to meet the terms and obligations of the grant agreement.
4.) This resolution is to be in full force and effect from and after its passage and approval.
. 2
coN-r~~T ~
LEGACY PROJECT GRANT AGREEMENT
LEGACY PROJECT:
Project Name: Crystal Watershed Legacy Project
Project Completion Date: December 31, 2010
GOCO Log No.: 08616
PARTIES TO AGREEMENT:
Board: ~ The State Board of the Great Outdoors Colorado Trust Fund
• 1600 Broadway, Suite 1650
Denver, CO 80202
Telephone: (303) 226-4520
Fax: (303)863-7517
Contact name: Lise Aangeenbrug
Grantee: Pitkin County
Address: 520 E. Main St.
Aspen, CO 81611
Telephone: 970-920-5203
Fax: 970-920-5198
Contact name: Dale Will
Along with:
Town of Carbondale; Aspen Valley Land Trust
Date: January 28, 2008.
Exhibits
Exhibit A Project Summary
Exhibit B Budget
Exhibit C Work Plan/Timeline
Exhibit D Partners Agreement
Exhibit E Change of Use and Substitution Policies
Exhibit F Overdue Grants Policy
1/28/2008 Page 1
1.1 Incorporation of Recitals. The Recitals set forth above are hereby incorporated
into the terms of this Agreement.
1.2 Budget and Work Plan/Timeline. To implement and complete the Project,
Grantee has completed a detailed budget, which lists all elements and phases of the Project and
includes, among other items, amultiple-year budget through the completion of the Project
showing anticipated sources and uses of funds (the "Budget"). Grantee has also completed a
work plan/timeline, which describes all the phases of the Project and specific Project elements,
and which includes, among other items, Grantee's anticipated dates for requested appropriations
and disbursements of the Grant from the Board, details about the specific Project phases, Project
elements, and key dates, and any known or anticipated contingencies to completion of the
Project (the "Work Plan/Timeline"). The Budget and Work Plan/Timeline may adjust the
Project budget and timelines from those contained in the Project Application. The Budget also
contains the Board approved allocation of the Grant among the four funding categories described
in the GOCO Legacy Grant Application Form (as hereafter defined). Grantee hereby covenants
and agrees to update the Budget and Work Plan/Timeline as necessary during the term of this
Agreement. Grantee acknowledges and agrees that the Board must review and approve the
Budget, the Work Plan/Timeline, and any revisions made thereto to determine if the timing of
requested annual appropriations can be supported by the net proceeds available to the Board
from the lottery programs. Copies of the Budget and Work Plan/Timeline approved by GOCO
are attached hereto as Exhibits B and C and incorporated herein by reference. The Project
Application contains versions of the Budget and Work Plan/Timeline that may not match the
approved versions attached as Exhibits B and C, and therefore, shall not be relied upon by the
parties to this Agreement. Where discrepancies exist, the approved versions in Exhibits B and C
shall prevail.
1.3 LegacxProject Grant Partners Agreement. Grantee and its various partners in
this Project have executed an agreement, a copy of which is attached hereto as Exhibit D and
incorporated herein by reference, which sets forth guidelines for how the Agent will work with
all project partners to prioritize projects, complete project elements, update the Work
Plan/Timeline, revise the Budget, and generally administer the Project ("Partners Agreement").
In an effort to coordinate the communication among these various entities and with the Board,
Grantee hereby designates ~ as its sole and exclusive agent for
administering the Project, including but not limited to contact with the Board and its staff
("Staff') in all matters pertaining to this Agreement (the "Agent"). The Agent shall prepare and
approve each Budget and Work Plan/Timeline and otherwise act on behalf of Grantee under this
Agreement to accomplish the Project and submit requests for funding appropriations. Grantee
and its partners may change the Agent by submitting a written statement to the Board which has
been signed by Grantee and all of the Project's partner entities that designates the new Agent, if
any.
1.4 Matchin Fg unds. Grantee shall obtain the'matching cash and in-kind
contributions for the Project as described in the Project Summary, Project Application, Budget,
and Work Plan/Timeline, and as required by GOCO policy. Grantee hereby covenants and
1/28/20Q8 Page 3
(collectively, the "GOCO Legacy Grant Application Form"), as well as trail development,
facilities development and expansion or enhancement of existing facilities ("Facilities
Development Activities"). With respect to the aforementioned activities, Grantee hereby
acknowledges, covenants and agrees as follows:
a. Property Acquisition Activities. Grantee will meet and discharge the
conditions and requirements set forth in the GOCO Large-Scale Grant Application Form,
including but not limited to, the implementation of a Use Restriction on acquired properties
having an open space purpose, as described in the GOCO Large-Scale Grant Application Form.
The Board shall only pay those eligible costs for Property Acquisition Activities described as
eligible in the GOCO Large-Scale Grant Application Form.
b. Facilities Development Activities. The facilities constructed under this
activity will be maintained for twenty-five (25) years or the useful life of the facility as more
particularly described in the GOCO Large-Scale Grant Application. The Board shall only pay
those eligible costs for facilities development activities described as eligible in the GOCO Large-
Scale Grant Application.
ARTICLE IV
Conditions Precedent to Grant and Disbursement of Funding
4.1 Grantee Assumes Risk. Any phase or element of the Project accomplished by
Grantee prior to fulfillment of the terms and conditions of this Agreement and the disbursement
of funds by the Board is undertaken at Grantee's sole risk. Grantee hereby acknowledges that
any such accomplishment of a phase or element of the Project without fulfilling the terms and
conditions of this Agreement may cause a forfeiture of all or a portion of the Grant. Anything
else in this Agreement or otherwise to the contrary notwithstanding, the Grant as described in
this Agreement is conditional, and payment by the Board of any or all of the Grant is expressly
conditioned upon Grantee's fulfillment to the Board's satisfaction of all terms and conditions as
set forth in this Agreement.
4.2 Due Diligence for Land and Water Acquisitions. GOCO shall conduct a due
diligence review for all land and water acquisition elements of the Project, the results of which
must be satisfactory to GOCO in its sole discretion. Grantee shall assist and cooperate with
GOCO in conducting the due diligence review, and in connection therewith shall provide GOCO
with the documentation and information GOCO shall reasonably request, including but not
limited to the documentation and information described in GOCO's Technical Supplement to
Land Acquisition Grants, which is included in the GOCO Legacy Grant Application Form (the
"Technical Supplement") and incorporated herein by reference, and which may be updated from
time to time at GOCO's discretion to reflect current GOCO policies and procedures for the due
diligence process and requirements. Grantee hereby acknowledges that it has received a copy of
the Technical Supplement, or otherwise has access to the document in connection with this
Agreement and is familiar with its requirements. Grantee shall have the duty to update all due
1/28/2008 Page 5
(3) Amendments. No amendment of the Use Restriction shall be allowed
without the prior written approval of GOCO.
(4) Reserved Rights. The sellers of the Property may not reserve any rights
that are inconsistent with the Use Restriction without the prior written approval of GOCO.
(5) Holder's Rights. The Use Restriction shall explicitly permit the Holder to:
a) preserve and protect the open space and conservation values of the Property; b) enter upon the
Property at reasonable times and on reasonable notice to the owner in order to monitor
compliance with the terms and conditions of the Use Restriction, provided that the Holder will
not unreasonably interfere with the owner's use and quiet enjoyment of the Property; c) prevent
any activity on or use of the Properly that is inconsistent with the purpose of the Use Restriction;
and d) require the restoration of such areas or features of the Property that may be damaged by
ariy inconsistent activity or use. The Use Restriction shall also contain prohibitions on uses of
the Properly that are inconsistent with the protection and preservation of the conservatiop values
of the Property as identified in the Project Application and Project Summary.
(6) Water Rights. The Use Restriction will contain a clause requiring the
Grantee and its assigns to assure that sufficient water rights are retained with the Open Space
Property to maintain the conservation values of the Open Space Property and to accomplish the
conservation purposes of the Project. Grantee and its assigns shall ensure that the Use
Restriction specifically enumerates any and all water rights acquired with the Grant and other
Project funds, if any.
(7) Subordination to Use Restriction. All liens, encumbrances or other use
restrictions and interests of record that, in GOCO's opinion, are inconsistent with the Use
Restriction, must be discharged, released or subordinated to the Use Restriction.
(8) Assignment of Use Restriction. The Use Restriction shall be transferable,
but the Holder may only assign its rights and obligations under the Use Restrictiomto an
organization that is: (a) a qualified organization at the time of transfer under Section 170(h) of
the Internal Revenue Code of 1986, as amended (or any successor provision then applicable),
and the applicable regulation promulgated thereunder; (b) authorized to acquire and hold
conservation easements under Colorado law; and (c) approved in writing as a transferee by
GOCO, in its sole discretion and for any reason. Grantee or Holder shall provide GOCO with
written notice of any proposed transfer at least forty-five (45) days prior to the date of such
transfer.
(a) As a condition of such assignment and regardless of whether
GOCO has funded the acquisition of full fee title or a partial interest in the Property, the Holder
shall confirm that the Property remains subject to the Use Restriction upon any assignment of the
Use Restriction or upon any sale, conveyance or transfer of the Property or any portion thereof to
ensure that the Use Restriction's purposes will continue to be accomplished and that GOCO
1/28/2008 Page 7
equal to a share of the net proceeds received by Holder in connection with the termination or
extinguishment of the Use Restriction and any corresponding ownership changes in the Property.
[The following subparagraph (b) and its subparagraphs will also be required in the
Use Restriction in the case of acquisition of fee title or other interests. The Grantee in this
Agreement will be the Grantor of the Use Restriction, and the following paragraph is
written with Grantor references to ease the process of copying this language into the Use
Restriction; therefore, for purposes of this Agreement, all references in the following
subparagraphs to Grantor shall be interchangeable with Grantee of this Agreement.]
(b) Additional Board Refund. The Board's Grant will provide partial
consideration for Grantor's acquisition of fee title to the Property, associated water rights, and/or
partial real estate interest in the Property above and beyond the Use Restriction; therefore, any
voluntary sale, conveyance, transfer, or other disposal of all or any portion of Grantor's interest
in the Property or associated water rights ("Sale"), excluding any lease of the Property or the
water rights to a third party in the ordinary course of using the Property for permitted purposes,
shall constitute a material change to the Grant that shall require prior written Board approval and
may require a separate refund to the Board (the "Additional Board Refund"), in addition to any
payment that the Board may be entitled to receive under Section 4.5(11}(a) above.
(i) Amount. The amount of the Additional Board Refund shall
be based upon a percentage of Grantor's net proceeds from the Sale, which shall be defined as
the fair market value of the property being sold in the Sate, minus direct transaction costs ("Net
Proceeds"). The Additional Board Refund shall be determined by: a) first dividing GOCO's
Grant amount by the original purchase price for fee title to the Property; b) then by multiplying
the resulting ratio by the Net Proceeds; and c) adding interest figured from the Grant payment
date at the Prime Rate listed by the Federal Reserve Bank of Kansas City, Missouri that is most
current on the effective date of the Sale. GOCO may, in its sole discretion, waive the
requirement for payment of interest or reduce the amount of interest due at the time of the Sale.
The Additional Board Refund shall be paid to GOCO in cash or certified funds on or before the
effective date of the Sale.
(ii) Possible Exceution to Additional Board Refund
Requirement. If a Sale occurs to a third party which is eligible to receive GOCO open space
funding, and GOCO has provided written confirmation of the third party's eligibility, Grantor
shall not be required to pay GOCO an Additional Board Refund, unless GOCO determines in its
sole discretion that one or more aspects of the Grant have changed that reduce the Grant
project's scope from that of the original Grant as approved by GOCO. (For example, if the
Grantor proposed that the Grant project would include public access to the Property, and the Sale
will result in substantially the same amount and type of public access, GOCO will deem that a
material change in the Grant project's scope has not occurred, and Grantor shall not be required
to pay GOCO an Additional Board Refund, unless another aspect of the Grant project has
changed that reduces the Grant project's scope from that of the original Grant as approved by
GOCO.)
1/28/2008 Page 9
decide to disburse funds directly to the Partner agency or organization responsible for
implementing specified projects, as documented in the Work Plan/Timeline. All Partners will
keep the Agent informed as disbursement requests are submitted to the Board.
b. Additional Documentation. In addition to the written request for
disbursement, Grantee must also provide to the Board or its authorized agent, as an express
condition precedent to disbursement, the following items relative to the following activities (as
these activities relate to the specific phase of the Project for which a disbursement is requested):
(1) Propert}~ Acquisition Activities: Grantee must submit: (i) documentation
confirming that the conditions and requirements for Property Acquisition Activities (as set forth
. in the GOCO Large-Scale Grant Application Form) have been met; (ii) the documentation
required for Property Acquisition Activities (as set forth in GOCO's Technical Supplement to
Land Acquisition Grants, which is attached to the GOCO Large-Scale Grant Application); (iii)
itemized funding and expenditure documentation verifying the sources and uses of funds and that
the costs are eligible for payment at closing (as more particularly set forth in the GOCO Large-
Scale Grant Application Form); and (iv) such other items or information as required by the
GOCO Large-Scale Grant Application Form.
(2) Facilities Development Activities: Grantee must submit: (i) documentation
confirming that the facilities will be open to the public, and operated and maintained in a
reasonable state of repair for the purposes set forth in the Project Application, then current Work
Plan/Timeline and addendum for at least twenty-five (25) years or the useful life of the facility
(as more fully set forth in the GOCO Large-Scale Grant Application); (ii) itemized funding and
expenditure documentation verifying the sources and uses of funds and that the costs are eligible
costs (as more particularly set forth in the GOCO Large-Scale Grant Application); (iii)
documentation confirming that the benchmarks for funding set forth in the then current Work
Plan/Timeline or addendum have been met; and (iv) such other items or information as required
by the GOCO Large-Scale Grant Application.
5.3 Additional Information Required for each Phase. Prior to disbursement of any
portion of the Grant, the following information must also be submitted to the Board or its
authorized agent.
a. Promptly upon execution of this Agreement, Grantee, will submit the
following:
(1) resolutions adopted by the governing body of each of the members
of Grantee authorizing the execution of this Agreement and approving its terms and conditions.
(2) the Budget and Work Plan/Timeline for the Project.
b. Prior to disbursement of funds for any phase of the Project, Grantee must
1/28/2008 Page 11
D. Conditions Precedent Not Fulfilled or Unsatisfactory. Any of the conditions
precedent to funding listed in Article IV of this Agreement is not fulfilled by Grantee or is
unsatisfactory to GOCO, in its sole discretion.
In the event funding is withdrawn or reduced for the reasons set forth in this Section 5.4,
the Board shall provide the Grantee with at least one hundred twenty (120) days' written notice
prior to such withdrawal or reduction and the Executive Director will consult with the Grantee
relative to mutually acceptable alternatives. Upon the Board's withdrawal of funds, and upon
receipt by the Grantee of notice of such withdrawal, Grantee shall be released of any obligation
for future phases agreed to in a previous Work Plan/Timeline.
ARTICLE VI
Other Provisions
6.1 GOCO Legacy Grant Application Form. Grantee acknowledges and agrees that
the GOCO Legacy Grant Application Form, which has been previously provided to Grantee and
which is incorporated herein by this reference (the "GOCO Legacy Grant Application Form"),
contains additional obligations of Grantee and procedures for administering the Grant. Grantee
acknowledges that the Board periodically revises the GOCO Legacy Grant Application Form to
clarify existing program requirements and to incorporate new Board policies relating to the
GOCO Legacy grant program and administration of Legacy awards. The Board will provide
Grantee with a copy of any revised GOCO Legacy Grant Application Form that may affect
program requirements or grant administration procedures for this Grant. Grantee and the Board
acknowledge that the Board generally applies changes in grant administration policies to all
outstanding grants, including those approved prior to the change in Board policy. Grantee and
the Board also acknowledge that the Board generally applies changes in program requirement
policies to future grant awards only and does not retroactively impose program requirement
changes on previous grant awards.
a. If any Board policy changes or other revisions to the GOCO Legacy Grant
Application Form change the program requirements or administrative procedures for this Grant
in such a way that is~unacceptable to Grantee, Grantee may request a waiver from GOCO in
writing. In its sole discretion, GOCO may grant a waiver of any policy or policy change that
would otherwise affect this Grant, and GOCO will grant any waiver in writing. If GOCO does
not grant a requested waiver, Grantee may relinquish any or all remaining funds available
through this Grant by certified letter delivered in writing to GOCO, which relinquishment shall
be effective immediately upon receipt by the Board.
b. Anything else to the contrary notwithstanding, no exercise by the Staff,
the Executive Director or GOCO of any right or discretion reserved by them hereunder shall be
deemed an election, and no waiver by them of any action or requirement of Grantee, including
any waiver of the foregoing conditions, shall constitute a waiver of any other requirements,
actions or conditions, nor shall any waiver granted be deemed a continuing waiver. No waiver
1/28/2008 Page 13
status, age or sex, and shall comply with any other applicable laws prohibiting discrimination.
Grantee and its contractors shall ensure that the evaluation and treatment of their employees and
applicants for employment are free of such discrimination.
6.4 Publicity and Project Information. Grantee hereby agrees:
a. GOCO has the right and must be provided the opportunity to use
information gained from the Project; therefore, Grantee shall acknowledge GOCO funding in all
news releases and other publicity issued by Grantee concerning the Project. If any events are
planned in relationship to the Project, GOCO shall be acknowledged as a contributor in the
invitation for the event. GOCO shall be notified of any such events thirty (30) days prior to their
scheduled occurrences. Grantee shall cooperate with GOCO in preparing public information
pieces, providing slides and photos of the Project from time to time, and providing access to the
Property for publicity purposes to the extent allowed by the landowner.
b. Grantee shall give timely notice of the Project, its inauguration and
significance to the local members of the Colorado General Assembly, members of the board of
county commissioners of the county or counties in which the Project is located, as well as to
other appropriate public officials;
c. Sig_nage. For each project component, Grantee shall erect one or more
signs visible from the nearest public roadway, or from an alternative location approved by
GOCO, identifying the Project to the public. Such signage shall be erected unless GOCO grants
express written permission not to erect such signs. The number, design, wording, and placement
of signs shall be submitted to GOCO for review and written approval prior to their placement.
GOCO will provide reproducible samples of its toga to the Grantee for such signs and requires
they be incorporated into the signs. Grantee shall erect signage either within ten (10) days of
closing or prior to payment of the Grant, if GOCO funds are not used at closing, or within an
alternative time period approved in advance by the Executive Director. .
6.5 Liabili
a. To the extent allowed by law, Grantee shall indemnify, defend and hold
harmless the Board, its officers, agents and employees from any and all liabilities, claims,
demands, damages or costs (including reasonable attorney's fees and expenses of defending such
matters) resulting from the acts or omissions of Grantee, its officers, agents and employees in
connection with this Agreement, except to the extent caused by the negligence or willful and
wanton conduct of the Board, its officers, agents or emplayees.
b. Notwithstanding any other provision of this Agreement to the contrary, no
term or condition of this Agreement shall be construed or interpreted as a waiver, either express
or implied, by any party to this Agreement, of any of the immunities, rights, benefits or
protection provided under the Colorado Governmental Immunity Act as amended or as may be
1/28/2008 Page 15
~D
c. Open Space Values. Information substantiating that the open space values
in the region where the proposed property is located are as good or better than the open space
values of the Property; and
d. Public Purpose. Information substantiating that the project proposed as
an alternative to the Project will serve a public purpose (identifying what purpose would be
served) and not benefit a private development.
6.8 Completion Date. Grantee shall complete the Project no later than December 31,
2010, (the "Completion Date"). The Board, in its sole and absolute discretion, may extend the
Completion Date for the Project. Grantee may request an extension of the Completion Date in
compliance with GOCO's Overdue Grants Policy, a copy of which is attached as Exhibit F
("Overdue Grants Policy"). In addition to other rights set forth in this Agreement, the Board
may elect to terminate this Agreement and deauthorize the Grant in the event this Completion
Date is not met and/or Grantee fails to comply with the Overdue Grants Policy.
6.9 Assi nment. Grantee may not assign its rights or delegate its obligations under
this Agreement without the express written consent of the Executive Director which consent may
be withheld in the sole and absolute discretion of the Executive Director. In the event that
Article XXVII of the Colorado Constitution, which established the Board, is amended or
repealed to terminate the Board or merge the Board into another entity, the rights and obligations
of the Board hereunder shall be assigned to and assumed by such other entity as provided by law,
but in the absence of such direction, by the Colorado Department of Natural Resources or its
successor.
6.10 Breach. In the event that Grantee breaches any of the terms or conditions of this
Agreement and fails to cure such default after thirty (30) days prior notice from the Board, the
Board shall have the following non-exclusive remedies:
a. Prior to Payment of all of the Grant. The Board reserves the right to
withdraw funding and/or terminate this Agreement, in whole or in part.
b. After Payment of the Grant. The Board reserves the right to deem Grantee
ineligible for participation in future Board grants, loans or projects.
c. Additional Remedies. In addition to the remedies set forth in 6.10(a) and
(b) above, the Board shall be entitled to pursue any other remedy available at law or in equity.
6.11 Good Faith. There is an obligation of good faith on the part of both parties,
including the obligation to make timely communication of information which may reasonably be
believed to be of interest to the other party.
6.12 Applicable Law. Colorado law applies to the interpretation and enforcement of
this Agreement.
1/28/2008 Page 17
1~
Executive Director
State Board of the Great Outdoors Colorado Trust Fund
1600 Broadway, Suite 1650
Denver, CO 80202
6.19 Fax and Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be an original but all of which when taken together shall
constitute one Agreement. In addition, the parties agree to recognize signatures to this
Agreement transmitted by telecopy as if they were original signatures.
6.20 Construction. Each party hereto has reviewed and revised (or requested revisions
of) this Agreement, and therefore any usual rules of construction requiring that ambiguities are
to be resolved against a particular party shall not be applicable in the construction and
interpretation of this Agreement.
' 6.21 Severability. If any provision in this Agreement is found to be ambiguous, an
interpretation consistent with the purpose of this Agreement that would render the provision
valid shall be favored over any interpretation that would render it invalid. If any provision of
this Agreement is declared void or unenforceable, such provision shall be deemed severed from
this Agreement, and the balance of this Agreement shall otherwise remain in full force and
effect. At any time when this Agreement refers to a party's ability to act or make determinations
or decisions with discretion, this Agreement shall be construed to permit such party to act and to
make such determinations and/or decisions in its sole discretion.
6.22 Third Party Beneficiaries. The Board and Grantee hereby acknowledge and agree
that this Agreement is intended to only cover the relative rights and obligations between the
Board and Grantee and that no third party beneficiaries are intended. Notwithstanding the
preceding statement, GOCO and Grantee hereby acknowledge that GOCO is intended to be and-- - -
is a third party benefciary of the covenants and terms of the Use Restriction and Grantee's real
property interest therein.
U28/2008 Page 19
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Exhibit A
Project Summary
[See Attached]
1/28/2008 Page 21
J
Large,Scale Project Summary #08616
Project Name: Crystal Watershed Legacy Project
Applicant: ~Pitkin County
Primary Partner(s): Town of Carbondale; Aspen valley Land Trust
County: Multi -County
Except where indicated, this Project Summary describes the project as proposed by LOCO staff
for GOCO Board
approval Where differences exist between this and the information previously submitted by the applicant, GOCO
staj,~'has discussed the reasons for the differences with the applicant, and this description shall serve as GOCO's
understanding of the size and scope of the project that would use LOCO funds.
1. Project Description
While the nearby resorts of Aspen and Crested Butte have boomed, the Crystal River valley has
remained largely unscathed. The Crystal's headwaters lie within the spectacular Maroon Bells
Wilderness. During a precipitous 40-mile plunge to its mouth on the Roaring Fork, the river
- crosses three counties, and flows past cultural features of national importance: marble for the
Lincoln Memorial and the Tamb of the Unknown Soldier was quarried here, and Redstone's
historic "Castle" found recent national attention as the first conservation and historic preservation
easement ever conveyed by the 1RS. A stunning Landscape of unspoiled river bottomland, red
sandstone cliffs and high mountain peaks envelops this cultural gem with unsurpassed open
space and recreational resources.
The project goal is to protect the most essential open space elements of the watershed, while
providing the first leg of a recreational trail through it, as well as opening new river and climbing
access points along the way. Three counties, a town, and two non-proft organizations have
pooled financial and political resources to accomplish this goal.
Project elements include:
• Purchase of the Roaring Fork River Access park. Boaters and anglers have benefited
from a Roaring Fork River access lease held by-the State Division of Wildlife.
Unfortunately, the DOW lease will expire next spring, and the owners of the critical
parcel now wish to sell outright.
• Construct Phase I of the Crystal Trail -construction of the first five miles from
Carbondale to the foot of Mt. Sopris. The first sections of a trail up the West Elk Loop
Scenic and Historic Byway were built in town in a series of smaller municipal projects.
The West Elk Scenic Byway Committee now proposes to extend this trail 74 miles to
Crested Butte.
• Purchase a conservation easement on the Cold Mountain Ranch along the heart of the
Crystal Trail. The ranch's irrigated pastures define the scenery and history of the lower
Valley. Wintering bald eagles are common in the tops of cottonwoods that watch over
the Crystal River itself. Cold Mountain Ranch also welcomes the Crystal Trail, and has
tentatively agreed to provide a trail easement as well as two new river access areas as part
of this project.
1/29/2008 ~ Page 1 of 1
GOCO will require the applicant/grantee to sign a grant agreement agreeing to a budget and
work plan for project elements that will use GOCO funds for the following purposes.
• Up to $1,000,000 for the purchase of the Roaring Fork River Access Parcel
• Up to $1,000,000 for the construction of the Crystal River Trail
• $3,000,000 for the purchase of the Jensen parcel, Cold Mountain Ranch Conservation
Easement, and Darien Ranch Conservation Easement.
• Transaction costs
GOCO will reserve the right to review and approve the updated/revisedbudget and work plan so
that it matches the GOCO grant amount (if any) and GOCO's expectations for what the applicant
will accomplish with this project.
4. Conditions
Staff recommends the following condition for this project:
• Prior to completing negotiations on any conservation easement purchases involving
GOCO funds, Pitkin County will be required to review the proposed transaction structure
with GOCO staff to ensure the structure of the transaction excludes GOCO funding from
any transfer of development rights.
1/29/2008 Page 3 of 3
Exhibit B .
Project Budget
[,See'Attached)
/I ~ A-rr~ ~ ~e d
1/28/2008 Page 22
- Exhibit C
Work Plan/Timeline
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~j ¢ A- r r~-~- ck
1/2$/2008 Page 23
Exhibit D
Change of Use and Substitution Policies
[See Attached]
1/28/2008 Page 24
GREAT OUTDOORS
COlORADL)
LOCO Change of Use Policy
(Criteria and Procedure for Change of Use of
Open Space Land Acquisitions to a Non-Open Space Purpose)
I. Introduction: Land acquired with GOCO funding for open space purposes shall not be
converted in whole or in part to any other use without GOCO's written approval. Grantees may
request GOCO approval of a change in use only if the following conditions can be met. GOCO
shall have the authority to disapprove change in use requests in its sole discretion.
II. Definitions:
A. men Space: Land of regional or statewide significance that is permanently
protected and maintained to preserve its value as (1) buffers/inholdings, (2) natural areas and
nongame wildlife habitat, (3) agricultural land, (4) greenways and stream corridors, (5) commu-
nity separators, and (6) locally significant urban open (ands. Generally, only passive recreation
such as nonmotorized trails and limited environmental education and watchable wildlife interpre-
tation are allowed uses. Accessory structures such as parking and restroom facilities may also be
permitted.
B. Onen Space/Conservation Values: The values stated in the grant application, the
grant agreement, and Board funding decision that describe the values for which the Property is
being protected. For example, these might include the community separator value of a property,
habitat protection for certain species, wetlands protection, etc.
C. Parks and Outdoor Recreation Uses: (1) active outdoor recreation such as play-
grounds, picnic facilities, golf courses, and sports fields, (2) local parks, and (3) environmental
education facilities.
D. Public Use: Uses that directly benefit the public and that are typical of functions
or facilities generally provided by state or local governments. For example, school facilities,
affordable housing developments, public not-for-profit hospitals, indoor recreation and
community meeting facilities, etc. Public uses would not include private residential or
commercial developments, r~vate recreation facilities such as golf courses or bowling alleys,
etc.
III. General Criteria:
A. A GOCO-funded open space acquisition will be approved for a change of use
only when the applicant has, in a written application, demonstrated to GOCO's satisfaction the
following eight conditions:
April 22, 2002 i
overall project should remain substantially equal to or less than its contribution to
the initial acquisition. (i.e. if property values have declined significantly)
(1) When proposed changes of use are to uses within GOCO's
mission, such as parks and recreation uses, the Property proposed for
substitution shall have a fair market value equal to or greater than the fair
market value of the Property proposed for a change of use, determined as
described above.
(2) When proposed changes of use are to public uses outside of
GOCO's mission, such as a local government vehicle maintenance shop or
affordable housing, the Property proposed for substitution shall have a fair
market value of at least two times greater than the fair market value of the
Property proposed for a change of use, determined as described above.
c. The substitute property does not need to be in the immediate area
or jurisdiction of the initial acquisition, so long as it is in the same general region.
For example, a property in the City of Westminster could be substituted with a
. property in some other area of unincorporated Jefferson County so long as
substantially equivalent values are protected.
6. Overall open space values in the region are not diminished as a result of
the change in use (when also factoring in the conservation and fair market values of the
substitute property). For example, if the Property proposed for change of use affects not
only the conservation values of that property, but also diminishes the open space values
of adjacent protected lands, even with a substitute property provided, the overall affect on
open space may be diminished. The grantee would need to demonstrate that overall open
space values are not diminished.
7. if any facilities that were either funded by GOCO or were an imoortant
part of the Project as Qronosed are lost as a result of the change in use, such as trails, trail
head facilities, environmental education facilities, parking lots, or restrooms, the
depreciated value of these facilities at the time of substitution will be replaced with
similarly appropriate facilities at the substitute property.
8. The aoalicant's governing Board has passed a resolution endorsing the
proposed change in use and acquisition of substitute property.
IV. Process to Convert Use:
A. The grantee will propose change of use in writing providing initial information on
the need for change of use and the alternate property proposed to be acquired as a substitute for
the original property. The grantee shall also complete the questionnaire attached to GOCO's
Substitution Policy.
B. GOCO shall thereafter follow the process described in GOCO's Substitution
Policy to determine whether or not to approve the requested change of use.
April 22, 2002 3
GREAT OUTDOORS
COLORADO
LOCO Substitution Policy
(Criteria and Procedure for Laud
Substitution of open Space Acquisitions)
I. Introduction: Land approved for GOCO-funded Open Space purchases shall not
be substituted by other property or properties without GOCO's written approval. GOCO shall
have the authority, in its sole discretion, to disapprove substitution requests and properties
proposed for substitution.
II. Definitions:
A. Open Space: Land of regional or statewide significance that is permanently
protected and maintained to preserve its value as (1) buffers/inholdings, (2) natural areas and
non-game wildlife habitat, (3) agricultural land, (4) greenways and stream corridors, (5) commu-
nity separators, and (6) locally significant urban open lands. Generally, only passive recreation
such as non-motorized trails and limited environmental education and watchable wildlife
interpretation are allowed uses. Accessory structures such as parking and restroom facilities may
also be permitted. '
B. Onen Space/Conservation Values: The values stated in the grant application, the
grant agreement, and Board funding decision that describe the values for which the Froperty is
being protected. For example, these might include the community separator value of a property,
habitat protection for certain species, wetlands protection, etc.
C. Parks and Outdoor Recreation Uses: (1) active outdoor recreation such as play-
grounds, picnic facilities, golf courses, and sports fields, (2) local parks, and (3) environmental
education facilities.
D. Public Use: Uses that directly benefit the public and that are typical of functions
or facilities generally provided by state or local governments. For example, school facilities,
affordable housing developments, public not-for-profit hospitals, indoor recreation and
community meeting facilities, etc. Public uses would not include private residential or
commercial developments, rip vate recreation facilities such as golf courses or bowling alleys,
etc.
III. General Criteria:
A. Substitute property: It is GOCO's intention that substitute properties will be
acquired through the reinvestment of the funds used to initially acquire the Property (using the
fair market value calculations as discussed above}. This would exclude properties, such as the
following, from being substitute parcels.
Apri122, 2002 1
J
Information Needed to Consider Requests to
Complete a Grant with a Substitute Property
Please note that any approval of a substitution of
property is subject to meeting all due diligence
requirements.
1. Please briefly describe how the proposed "substitute property" meets similar objectives
of the original property.
2. Please describe the transaction. Please include in a table form for BOTN properties:
a. property acreage
b. interest to be acquired (fee or conservation easement?)
c. purchase price
d. appraised value (Please note that hone and other structures on the property
should not be included in this appraised value.)
e. intended uses of the property
f. location of the property
Please note that GOCO's contribution to an alternate property should represent that
same relative percent contribution as the initial proposal, but should not exceed the total
amount initially awarded.
3. Please provide a map identifying the on ig na! intended purchase and the current intended
purchase.
4. Please provide the budget for the or_
i_ginal intended purchase and a budget for the
currently proposed acquisition.
Additional site-speciftc information will likely be needed prior to our making a decision on
your request.
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Exhibit E
Uverdue Grants Policy
[See Attached]
1/28/2008 Page 25
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AGREEMENT
CRYSTAL WATERSHED GOCO LEGACY GRANT ADMINISTRATION
THIS AGREEMENT (the "Agreement") is made this ~ day of
2008 of the BOARD OF COUNTY COMMISSIONERS OF PI OUNTY,
Colorado, a body corporate and politic, 530 E. Main St., Ste 301, Aspen, Colorado
81611 ("Pitkin County"}, TOWN OF CARBONDALE, 511 Colorado Avenue,
Carbondale, CO 81623 ("Carbondale"), (collectively, the "Governments") and the
ASPEN VALLEY LAND TRUST, having an address of 320 E. Main St. Suite 204,
Carbondale, CO 81623 ("AVL'i"'} (collectively, the "Parties")
RECITALS
1. This Agreement is entered into pursuant to, inter alia. C.R.S. §29-1-201, et
seq. and Article XIV, Section 18 of the Colorado Constitution.
2. The Governments are duly constituted governmental entities, governed by
Boards or Councils elected by qualified electors, and all are located in Colorado.
3. The Parties aze currently engaged in a large scale, multi-year project
entitled the Crystal Watershed Project, which proposes a variety of land conservation and
outdoor recreational enhancements along the Crystal River; and
4. Whereas the Parties have been awarded $5,000,000 in funding assistance
from the Great Outdoors Colorado Trust Fund (LOCO) Large Scale Program; and
5. The Parties now desire to establish protocols for communication with GOCO
and for decision-making and administration of the project.
Exhibit A- GOCO Lazge-Scale Project Summary
Exhibit B- Grant Budget
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:
ARTICLE 1. Statement of Work
The goal of this cooperative project is to complete the projects, as described in Exhibit A,
in a manner that will be satisfactory to the parties and LOCO who all have a strong
interest in this regional initiative.
The parties described below have the responsibility tv implement the following major
components of the overall Work PIan, including satisfaction of the LOCO due diligence
requirements:
1. Pitkin County has Lead responsibility for acquiring 620 acres of conservation
easements on Cold Mountain Ranch.
2. Pitkin County, with assistance from Carbondale, has lead responsibility for the
construction of the Crystal Trail.
3. Pitkin County, with assistance from AVLT, has lead responsibility for the
acquisition of the Jensen Parcel.
4. Pitkin County has Lead responsibility for the acquisition of the Powerhouse Parcel.
5. AVLT, with the assistance of Pitkin County has the lead responsibility for
acquiring an approximately 94-acre conservation easement on the Darien Ranch.
6. Cazbondale has Lead responsibility to purchase the River Access Park property.
If for some reason the full funding is not received, it is possible that specific components
may be reduced proportionate to the amount of the remaining LOCO funding.
ARTICLE 2. Term
This agreement becomes effective upon date of last signature and will remain in foxce
until December 31, 2010, contingent upon sufficient LOCO and other parties funding to
complete the projects outlined herein.
ARTICLE 3. Funding ~
The Parties each agree to contribute the funding described in the final budget approved
by LOCO (Exhibit B) and in-kind services of professional and support staff to the
project. .
ARTICLE 4. Non-Appropriation
Each party hereto agrees that the revenues and expenditures hereunder shall constitute
current expenditures and revenues payable and receivable in the fiscal years for which
funds aze appropriated for the payment thereof. The obligations of the Parties under this
agreement shall be from year to year only and shall not constitue a multiple-fiscal yeaz
direct or indirect debt or other financial obligation or any obligation payable in any fiscal
` yeaz beyond the fiscal year for which funds are appropriated for the payment of current
expenditures. No provisions of this agreement shall be construed to pledge or to create a
lien on any class of source of the Parties monies.
ARTICLE 5. Termination
The Parties enter into this agreement in a spirit of cooperation and partnership. However,
in the case where a Party is not able to carry out its responsibility because their objectives
in participating in this initiative cannot be met, their participation in this agreement can
be terminated, with sixty (60) days prior written notice of termination sent to the other
Parties. The termination of one or more Parties does not temunate the Agreement with
the remaining Parties.
ARTICLE 6. Appointment of Administrative Agent
Pitkin County is appointed as the Agent with GOCO for this project and will be
responsible for executing the grant contract with LOCO and for the overall project
administration and semi-annual reports. However, it is the responsibility of each Party to
execute their own project(s) and manage and account for the expenses associated with
their specific project (s).
Each partner sha11 inform Pitkin County of project status, including any proposed
substantive changes to the work plan and budgets for their respective projects. Parties
also agree to inform Pitkin County if and when they submit disbursement requests
directly to GOCO and to provide Pitkin County with information necessary to complete
the semi-annual reports. Pitkin County agrees to inform Parties of any substantive
changes proposed or required by GOCO to the Grant Agreement.
ARTICLE 7. Prioritization of Work Phan Components
The partners agree that due both to uncertainties with lottery revenue received by GOCO
and unforeseen cixcumstances and changes in implementing individual Parties projects,
there maybe some flexibility required relative to the availability and receipt of GOCO
funding to accomplish the overall goals of the Crystal Watershed Project.
ARTICLE 8. Matching Funds
It is the responsibility of each Party to provide the matching funds committed in the
Budget, Exhibit B for each project they have responsibility for as described in Article 3
of this Parties Agreement.
ARTICLE 9. Funding of Stewardship, Operations and Maintenance
It is the responsibility of each lead Parties to assume the necessary ongoing stewardship,
operation and maintenance of their respective project(s).
ARTICLE 10. Amendment .
This document represents the entire agreement among the parties and there aze no oral or
collateral agreements or understandings. This agreement maybe amended only by a
written instrument signed by the parties.
ARTICLE 11. Confidentiality
It is understood by the Parties that some specific projects maybe confidential in nature.
A11 Parties agree to keep certain discussions and negotiations confidential yet consistent
with the Public Open Records Laws of the State of Colorado.
ARTICLE 12. GOCO Contract
It is hereby understood and acknowledged by the Parties that they have read, reviewed
and approved the contract with GOCO for the Crystal Watershed Large Scale Project,
which will be executed by Pitkin County as their agent.
~I
ARTICLE 13. 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.
ARTICLE 14. NOTICES AND COMM[TNICATION.
Any notice required or permitted under this Agreement shall be in writing and shall be
hand delivered or sent by registered or certified regular mail, postage pre-paid to the
addresses of the parties as follows. Either party by notice sent under this paragraph may
change the address t4 which future notices should be sent by informing the other party of
such change in writing by certified U.S. Mail at the following addresses:
Notice to the Town of Carbondale:
Jeff Jackel, Recreation Director
511 Colorado Avenue
Carbondale, CO 81623
Phone: (970) 704-4114
Fax: (970) 963-9140
Notice to Pitkin County
Dale Will, Director
Pitkin County Open Space and Trails
530 E. Main St.
Aspen, CO 81611
Phone: 970-920-5203
Fax: 970 920.5198 '
Notice to Aspen Valley Land Trust
Martha Cochran
Executive Director
Aspen Valley Land TrtYSt
320 Main St. Suite 204
Carbondale, CO 81623
Phone: 970-963-8440
Fax: 970-963-8441
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ARTICLE 15. Counterparts.
'this Agreement may be executed in counterparts, the sum of which shall constitute the
whole of this Agreement.
BOARD OF COUNTY COMMISSIONERS, ATTEST:
PITKIN COUNTY, COLORADO
By:
TOWN OF CARBONDALE ATTEST: oPaeo~r
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By:
own Clerk ,,.~o
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ASPEN VALLEY LAND TRUST
B
M. SUMERA
Notary Public
State of Colorado
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