HomeMy WebLinkAbout981959.tiff RESOLUTION
RE: APPROVE POUDRE/BIG THOMPSON RIVERS LEGACY PROJECT MEMORANDUM
OF UNDERSTANDING AND AUTHORIZE CHAIR TO SIGN
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with a Poudre/Big Thompson Rivers Legacy
Project Memorandum of Understanding among the County of Weld, State of Colorado, by and
through the Board of County Commissioners of Weld County, and the City of Fort Collins, City of
Greeley, City of Loveland, Estes Valley Park and Recreation District, Larimer County, Town of
Windsor, The Nature Conservancy, Poudre River Trail Corridor, Inc., State of Colorado Division
of Wildlife, and State of Colorado Division of Parks and Outdoor Recreation, with terms and
conditions being as stated in said memorandum of understanding, and
WHEREAS, after review, the Board deems it advisable to approve said memorandum of
understanding, a copy of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Poudre/Big Thompson Rivers Legacy Project Memorandum of
Understanding among the County of Weld, State of Colorado, by and through the Board of
County Commissioners of Weld County, and the City of Fort Collins, City of Greeley, City of
Loveland, Estes Valley Park and Recreation District, Larimer County, Town of Windsor, The
Nature Conservancy, Poudre River Trail Corridor, Inc., State of Colorado Division of Wildlife, and
State of Colorado Division of Parks and Outdoor Recreation be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said memorandum of understanding.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 12th day of October, A.D., 1998.
BOARD OF COUNTY COMMISSIONERS
WEL COUNTY, COLORADO
ATTEST: Le
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�-�� Constance L. Harbert, Chair
Weld County Clerk t• he i�s ✓ q i
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��►��� 7 W. R. W stet, Pro-Tem
BY: GC
Deputy Clerk to th `•� '� ��
♦ orge . Baxter
OV A FORM:
Dal K. Hall
ounty for ey
arbara J. Kirkmeyer
981959
BC0024
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POUDRE - BIG THOMPSON RIVERS LEGACY PROJECT
LEGACY PROJECT MEMORANDUM OF UNDERSTANDING
THIS LEGACY PROJECT MEMORANDUM OF UNDERSTANDING ("State-Partners
Legacy MOU" or "this Legacy MOU"), is entered into this day of , 1998, by and
between THE CITY OF FORT COLLINS, CITY OF GREELEY, CITY OF LOVELAND,
ESTES VALLEY PARK AND RECREATION DISTRICT , LARIMER COUNTY, TOWN OF
WINDSOR, WELD COUNTY, THE NATURE CONSERVANCY, POUDRE RIVER TRAIL
CORRIDOR, INC., STATE OF COLORADO DIVISION OF WILDLIFE ("DOW"), and
STATE OF COLORADO DIVISION OF PARKS AND OUTDOOR RECREATION ("DPOR")
(each and collectively referred to as "Partner" or"Partners" hereinafter as a reference tool only; it
is the parties' intent that in no event shall the term"Partners" mean a legal partnership created or
implied under the laws of the State of Colorado or otherwise).
RECITALS
WHEREAS, on May 13, 1997, DOW and DPOR entered into a certain "Memorandum of
Understanding" with the State Board of the Great Outdoors Colorado Trust Fund (which
memoradum is hereinafter referred to as the "State MOU" and which board is hereinafter referred
to as "the Board") for the purpose of establishing procedures and guidelines for the
administration of Board grant awards including Legacy Project Grant awards by the Board to
DOW and DPOR. The State MOU is incorporated herein by this reference; and
WHEREAS, the Board, DOW, and DPOR have signed or soon will be signing a Legacy Project
Grant Agreement ("the "State-Board Legacy Project Grant Agreement") for the Poudre/Big
Thompson Rivers Legacy Grant Project supplementing the State MOU as concerns said Legacy
Project; which agreement is incorporated herein by this reference, and provides at paragraph 1.3
for the DOW, DPOR, and the other Partners hereto to enter into this Legacy MOU to provide for
the administering and implementation of the Project.; and
WHEREAS, the Board and the Partners (other than DOW and DPOR) have signed or soon will
be signing a Legacy Project Grant Agreement ("the Partner-Board Legacy Project Grant
Agreement") for the Poudre/Big Thompson Rivers Legacy Grant Project to provide for the
administering and implementation of the Project as between the Board and the Partners other
than DOW and DPOR, which is incorporated herein by this reference.; and
WHEREAS, the Partners named herein are currently engaged in a comprehensive, multi-
year plan entitled "Poudre - Big Thompson Rivers Legacy Project" (the "Project"), which in
general proposes a coordinated and concentrated effort to protect the riparian corridors of the
Cache La Poudre and Big Thompson Rivers, preserve the integrity of their watersheds, and
provide appropriate recreational and educational opportunities; and
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981959
WHEREAS,the Partners have requested and been awarded funding assistance for the
Project from the Board's Legacy Program; and
WHEREAS, the Board has agreed to provide a maximum of $3,400,000 in funding
assistance to the Partners for the Project; and
WHEREAS, the Partners have developed a plan for cooperatively working to carry out
the Project and to coordinate their activities in that regard, and seek to document their mutual
commitments and obligations in connection with the Project hereinafter.
WITNESSETH:
NOW, THEREFORE, for and in consideration of the premises hereinafter contained, the
Partners hereto agree as follows:
ARTICLE 1.
The Partners agree to develop, administer, and implement the Project as described in the
Poudre - Big Thompson Rivers Legacy Grant Project application dated July 11, 1996 (the
"Project Application") (copies of which are in possession of all Partners and which is
incorporated herein by this reference)and in accordance with the State MOU, the State-Board
Legacy Project Grant Agreement, and the Partners-Board Legacy Project Grant Agreement.
The effectiveness of this Legacy MOU shall be contingent upon the full and final execution of
said Legacy Project Grant Agreements in the same or substantially the same form as of the date
of this Legacy MOU . Anything in this Legacy MOU to the contrary notwithstanding, the
Partners agree to secure all approvals from the Board as may be required by the State MOU or
the Legacy Project Grant Agreements, and acknowledge that no amendments or updates to the
Work Plan or Budget, as the same are defined hereinafter, shall be effective until such approvals
have been obtained.
ARTICLE 2. STATEMENT OF WORK
2.1 General Work Plan. Each of the Partners agrees to cooperate with the other
Partners to complete the Project as described in the Work Plan as developed from the approved
Project application , as may be amended including any adjustments for "less than full funding";
and in particular to complete those portions of the Work Plan for which each such Partner has
been designated as responsible. (A copy of the Work Plan is attached hereto and and
incorporatred herein as part of Exhibit A.) The Partners further agree to work cooperatively to
adjust the Work Plan to reflect any changes in funding available from the Board for the Project
in a manner that will be reasonably satisfactory to the Partners and the Board. All annual Work
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Plan revisions ("Annual Updates") and other changes to the Work Plan shall be approved by the
Grant Committee.
2.2 Project Budget. At the time of signing of this Legacy MOU, the Partners have
been advised by the Board that, contingent upon certain conditions set forth in the Legacy
Project Grant Agreements, the Board intends to provide to the Partners for the Project the
amount of up to $3,400,000 ("the Legacy Grant"),to be used to carry out the Work Plan. Based
upon that anticipated Legacy Grant funding, and the associated Work Plan, the Partners have
prepared proposed Project Budgets for State Fiscal Years 1998, 1999, and 2000 (attached hereto
as Exhibit B and incorporated by this reference).
2.3 Components of the Work Plan. The major components of the overall Work Plan,
based on the anticipated Legacy Grant funds are as follows:
a. Protect Natural Areas and Open Space
i. Protect through purchase of fee interest or perpetual conservation
easements between 4,000 and 7,000 acres in the biologically
diverse ranch lands of the Laramie Foothills
ii. Protect through purchase of fee interest or perpetual conservation
easements 800-900 acres of riparian corridor along the Cache la
Poudre River that, together with existing publicly held lands, will
protect a major portion of the river in the
vicinity of Fort Collins
iii. Protect through purchase of fee interest or perpetual conservation
easements 300-400 acres of riparian corridor along the Big
Thompson River
b. Enhance Recreational Opportunities
i. Build five (5) miles of trail in segments along the Cache la Poudre
River as a step toward completing 38 miles of continuous trail
linking the unincorporated community of LaPorte, the City of Fort
Collins, the Towns of Timnath and Windsor, and the City of
Greeley.
ii. Build 1.5 miles of the Lake Estes trail surrounding Lake Estes.
iii. Provide recreational access to 377 acres of a currently inaccessible
lower Poudre Canyon park area known as Gateway Park and
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Museum which is located at the confluence of the North Fork of
the Cache la Poudre with the Cache la Poudre River.
c. Increase Educational Opportunities
I. Construct the Poudre Learning Center near Greeley.
ii. Build DPOR's portion of the Colorado State University
Environmental Learning Center/Visitor Welcome Center near
Interstate 25 in Fort Collins.
iii. Develop and install environmental interpretation features along the
Cache la Poudre/Big Thompson rivers trail system.
2.4 Federal Aid Requirements. The Partners acknowledge that under the Federal Aid
in Wildlife Restoration Act, the Federal Aid in Sport Fish Restoration Act, and regulations
promulgated thereunder(16 U.S.C. 669-669i, 16 U.S.C. 777-777k, 50 CFR 80), DOW must
retain a certain level of control over real property interests (including water rights) and facilities
acquired with wildlife cash funds and improvements made to real property with such funds. The
Partners agree such acquisitions and improvements made with wildlife cash funds will be
structured so as to assure the required level of control. The Partners acknowledge that the
required level of DOW control over real property interests acquired, improvements made, and/or
facilities acquired with wildlife cash funds necessary to satisfy said federal requirements may
include fee title ownership, a conservation easement, or some other type of enforceable legal
right, title or interest in such property to be held by DOW.
2.5 DOW Stewardship Obligations. The Parties further acknowledge that as part of
the GOCO Legacy Grant Program, it is the responsibility of DOW to insure that the investment
of Wildlife and other category funds from that Program to be made through DOW meet the
purposes for which such funds are provided, and therefore investments of such funds in the
Project shall be subject to DOW review and consent or approval, as set forth herein.
2.6 Notice of DOW Requirements. As provided in paragraph 11.1, at the time DOW
and another Partner(s) agree to the obligation to expend wildlife cash funds or other funds to be
made available through DOW to such other Partner(s) for its (their) acquisition of goods,
services, or property as part of a Component Project, DOW and such other Partner(s) shall also
agree on the terms and conditions of such acquisition and any provisions to be included in the
deed, grant, or as otherwise expressly provided for.
2.7 DOW Review and Approval of Acquisitions . DOW may in its discretion require,
as a prior condition of its providing GOCO Legacy Grant funding or wildlife cash funds to a
Partner or other entity, the intended grantee's provision to DOW for review and approval of an
appraisal, title insurance commitment, survey, envirnonmental assessment, or other appropriate
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evaluations of land, water rights, or interests in real property to be acquired with such funds. The
intended grantee shall provide to DOW for review and approval a copy of the proposed purchase
contract, deed, easement grant, or other conveyance document. The purpose of such reviews and
approvals is to assist DOW in ensuring that the purposes for which funding is provided and the
property is acquired will be served. DOW shall not unreasonably withhold its approval.
ARTICLE 3. TERM OF PROJECT
This Legacy MOU will be in effect upon final execution by all eleven (11) Partners and
will remain in force through June 30, 2000, contingent on the availability of the Legacy Grant
funds. The obligations of each Partner are contingent upon the appropriation by such Partner of
matching funding necessary to complete the Project components for which such Partner is
responsible, as outlined in the Work Plan and Project Budget.
ARTICLE 4. COMPONENT PROJECTS
4.1 Structure of Component Projects. The Partners acknowledge that within the
Work Plan there will be various and distinct Component Projects ("Component Projects") for
which one or more Partners, but less than all, will be responsible. The Lead Partner from among
the Component Participants for each Component Project is identified in Section 4.2, below, and
shall coordinate the activities related to completing the Component Project and shall also
coordinate with City of Fort Collins the overall administration of the funds for that Component
Project. If desired by any Component Participant as indicated by written notice to the other
Partners participating in the Component Project("Component Participant"), a contract for such
Component Project shall be prepared in writing, signed by all the Component Participants, and
set forth the respective responsibilities of each Component Participant.
4.2 Specific Work Plan Component Responsibility.
Following are the project components for which each listed Partner is in whole or in part
responsible, with the Lead Partner for each indicated by underlining:
Component Component Participants
Protection (via purchase of fee interest or The Nature Conservancy; Colorado Division
perpetual conservation easements) of lands in of Wildlife
the Laramie Foothills
Protection (via purchase of fee interest or City of Fort Collins; Larimer County;
perpetual conservation easements) of riparian Colorado Division of Wildlife
corridor along the Cache la Poudre River in
Fort Collins
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Protection (via purchase of fee interest or City of Loveland; Larimer County; Colorado
perpetual conservation easements) of riparian Division of Wildlife
corridor along the Big Thompson River
Building five (5) miles of trail in segments Poudre River Trail Corridor, Inc. City of
along the Cache la Poudre River within Weld Greeley, Town of Windsor, Weld County
County
Building 1.5 miles of the Lake Estes Trail Estes Valley Park and Recreation District;
Larimer County
Provide recreational access to a currently City of Fort Collins; Larimer County;
inaccessible lower Poudre Canyon park area Colorado Division of Wildlife
known as Gateway Park and Museum
Construct the Poudre Learning Center near Poudre River Trail Corridor, Inc.; Colorado
Greeley Division of Wildlife
Build DPOR' s portion of the Colorado State Colorado Division of Parks and Outdoor
University Environmental Learning Recreation; Colorado Division of Wildlife;
Center/Visitor Welcome Center
Develop/install environmental interpretation City of Fort Collins; Larimer County;
features along the Cache la Poudre/Big Colorado Division of Wildlife
Thompson rivers trail system
ARTICLE 5. APPOINTMENT OF AGENT & REPRESENTATIVES
5.1 The City of Fort Collins is hereby appointed as the Agent ("the Agent" or "the
Partners'Agent") for all Partners hereto, except for the DOW and DPOR, and will be responsible
for coordinating administration of the Partners-Board Legacy Project Grant Agreement on behalf
of all Partners to that Agreement with the Board and the overall Project, until such time, if any,
as said Partners appoint a different Agent, with the consent of the Board and the Partners,
pursuant to Article 16 of this Agreement. Said Agent is responsible for the overall Project
administration including , but not limited to, development of Annual Updates and Work Plans
among the Partners, and coordinating payment requests between the Board and Grantees.
However, it is the responsibility of each Partner to manage and account for such Partner's
expenses and receipts and to implement Project components in accordance with the Work Plan
and Budget. By agreeing to act as Agent for said Partners for the Project, the Agent assumes no
responsibility or liability for the acts or omissions of any Partner other than those of the Agent
itself The Agent is entitled to rely on the representations and information provided by the
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Partners to the Agent in connection with the Project, including the acquiescence of any Partner
other than the DOW or DPOR in any joint submission prepared by the Agent under this
Agreement.
5.2 The DOW and DPOR have entered into separate grant agreements with the Board
(the State MOU and the State-Board Legacy Project Grant Agreement) pursuant to which they
will provide reports and accountings to the Board. The Divisions shall work with the Agent
when preparing the Annual Updates and Work Plans. The Partners agree to work cooperatively
in an effort to jointly submit the Annual Update .
5.3 The designated representative for the City of Fort Collins as Agent, shall be:
Edith Felchle
City of Fort Collins
Natural Resources Department
P.O. Box 580
Fort Collins, CO 80522
(970) 221-6311
FAX (970) 224-6177
All notices required to be given to the City of Fort Collins as Agent shall be provided to said
representative. The alternate representative for City of Fort Collins as Agent shall be Tom
Shoemaker, at the above address and telephone number(970) 221-6263. The City of Fort
Collins, or any subsequently appointed Agent, may at any time change these appointments,
provided that reasonable written notice is provided to all other Partners' representatives of any
change in appointments.
5.4 The governing body of each Partner shall appoint a designated representative to
act on behalf of such Partner, along with an alternate representative. Each Partner shall notify
all other Partners in writing of these appointments, and promptly of any subsequent changes in
appointments. Such notice shall also include a statement describing the extent of the
representative's and alternative representative's authority to act on behalf of the Partner and the
postal address and telefacsimile number, if available, to which notices required by this MOU
shall be sent. The Agent may appoint the same individuals as its designated representative and
alternate representative to act on its behalf as a Partner as those designated to act in its capacity
as Partners' Agent.
Each Partner shall be responsible for ensuring the participation and involvement of properly
authorized representatives of the Partner to the extent matters to be decided, approved or
adopted are intended to constitute obligations of such Partner, and the Agent shall have no
obligation to ascertain or determine the limits of authority of any person appointed by a Partner
as its designated representative or alternative representative to act on such Partner's behalf
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ARTICLE 6. IMPLEMENTATION OF THE PROJECT
The Partners agree to implement the Project and conduct all activities funded through the
Legacy Grant in accordance with the State MOU and the State-Board and Partner-Board Legacy
Project Grant Agreements,the Technical Supplement thereto, and all applicable laws and
regulations. All payments to be disbursed shall be made on a reimbursement-only basis,
provided that specific exceptions to this requirement may be made with the approval of the the
Board's Executive Director. When a likely closing or payment obligation date has been
determined for any transaction in a Component Project, the Lead Partner for that Component
Project shall request the Agent to issue a release to the Board allowing the Board to enter into
direct discussion with such Lead Partner and to process all documentation required for such
closing and reimbursement, or advance payment, to said Partner of Board funds. Any such
release shall be given in accordance with the latest Work Plan, and shall be submitted to the
Agent in a timely manner to allow processing in accordance with the latest Work Plan. The
Agent will submit same to the Board. All such funding monies made available through Partners
other than DOW or DPOR will be issued by the Board directly to the Lead Partner or other
appropriate Partner. GOCO grant funds made available through DOW (e.g., wildlife funding
category funds) shall not be issued without the prior written authorization of DOW; and GOCO
grant funds made available through DPOR(e.g., parks and outdoor recreation funding category
funds) shall not be issued without the prior written authorization of DPOR. DOW and DPOR
will provide the Agent with copies of all reimbursement/advance funding requests made by them
to the Board for overall Project coordination and record-keeping purposes.
ARTICLE 7. NON-APPROPRIATION
Each Partner hereto agrees that the revenues and expenditures of a Partner in connection
with the Project hereunder shall constitute current expenditures and revenues payable and
receivable in such Partner's fiscal years for which funds are appropriated . The obligations of the
Partners under this Legacy MOU shall be from year to year only and shall not constitute a
multiple-fiscal year debt or other financial obligation or fiscal obligation of any kind payable in
any fiscal year beyond the fiscal year for which funds are so appropriated for the payment of
current expenditures. No provision of this Legacy MOU shall be construed to pledge or to
create a lien on any class or source of the funds of any Partner. As used in this Article 7, the term
"fiscal year" shall mean with reference to any Partner, the applicable fiscal year for such Partner,
in accordance with such Partner's individual budget and accounting practices.
ARTICLE 8. TERMINATION
The Partners enter into this Legacy MOU in the spirit of cooperation and partnership to
carry out the Legacy Project. However, in the event that a Partner is not able or willing to carry
out responsibilities as set forth in the Work Plan, having determined that the objectives proposed
by said Partner in the Project Application cannot be met, such Partner's participation in this
Legacy MOU may be terminated, with sixty (60) days prior written notice to all other Partners
8 9/1/98 Legacy MOU
hereto of such said Partner's intent to terminate its participation. In the event of such
termination, the remaining Partners shall continue to perform their obligations hereunder, and
shall work cooperatively among the Partners and with the Board to reallocate any funds
previously allocated to such terminated Partner that may be available for their realocation.
ARTICLE 9. EQUAL OPPORTUNITY CLAUSE
In connection with the performance of this Legacy MOU, the Partners will not
discriminate against any employee or applicant for employment because of race, color, religion,
age, sex, disability or national origin. Each Partner further agrees to comply with all federal laws
governing employment, and occupational safety, including all workman's compensation,
unemployment, and other obligations concerning the employment of persons by such Partner,
and all applicable laws prohibiting discrimination in the workplace or in the provision of public
services or facilities.
Each Partner expressly agrees to comply at all times with the applicable provisions of the
Americans with Disabilities Act of 1990, as enacted and from time to time amended, and any
other applicable laws and regulations. A signed, written certification of compliance with the
Americans with Disabilities Act in all Project activities and undertakings may be requested from
any Partner by any other at any time during the life of this Legacy MOU or any renewal thereof
ARTICLE 10. PRIORITIZATION OF WORK PLAN COMPONENTS
The Partners acknowledge that the funding available for the Project, as well as the
specific components most beneficial for the accomplishment of the goals of the Project, may
change during the term of this Legacy MOU. Accordingly, the Partners agree to approve and
modify Project priorities and plans as necessary to incorporate changes in funding or Project
goals using the decision making process set forth in Article 16 of this Legacy MOU.
ARTICLE 11. MATCHING FUNDS
11.1 It is the responsibility of each Partner to provide the matching funds committed in
Exhibit B, subject to Article 7 of this Legacy MOU. Provided, however, that it is not the intent
of the Partners that this Legacy MOU serve as the document obligating the Partners to actual
expenditure of the Partners' funds or Legacy grant funds made available through them. It is
rather the intent of the Partners that, if and as necessary, separate contracts will be executed by
various Partners for the acquisition of services, goods, and property; or that separate approval
shall be given by them for direct payment of grant funds by the Board for any such services,
goods, or property. DOW may authorize in writing the payment by the Board of any Legacy
Grant funds made available through DOW (e.g., from the wildlife funding category) directly to
other Partners or third persons. DPOR may authorize in writing the payment by the Board of any
Legacy Grant funds made available through DPOR (e.g., from the parks and outdoor recreation
funding category) directly to other Partners or third persons. Likewise, any other Partner through
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which other Legacy Grant funds are made available may authorize their direct payment by the
Board.
11.2 The Parties agree that any credit for grant matching requirement purposes that
may be available by reason of expenditure of grant funds accruing to any Component Project
from the Board of the Great Outdoors Colorado Trust Fund shall be determined and apportioned
by mutual agreement of the Component Participants, other than through DOW or DPOR. Any
such funds available by reason of expenditure by or through DOW (GOCO/DOW Project Funds)
or by or through DPOR(GOCO/DPOR Project Funds) are reserved for the use of the DOW or
DPOR for this Project or for other projects at the sole discretion of the DOW or DPOR. The
DOW and DPOR may authorize other Component Participants to take credit for the expenditure
of such GOCO Project Funds for grant matching requirements only by an expressly grant of
prior written approval upon a written request in advance of the commitment of such funds in a
grant application to a grant awarding agency. At the minimum, such request shall be in the form
of a letter addressed to the Budget Director of the relevant Division and shall state the amount of
the matching fund requirement, the identity of the grant awarding agency, and the period of the
grant award which requires matching funds. Authorization for any such Component Participant
to commit such GOCO Project Funds as a matching contribution shall be in writing and signed
by the Budget Director or designated representative for the relevant Division. The Parties agree
that, absent such an authorization from the DOW or DPOR, as the case may be, in the event that
such GOCO Project Funds are determined to be have been matched to the same grant awarding
agency by the DOW or DPOR and another Component Participant, the DOW or DPOR, as the
case may be, shall be entitled to credit for such funds as matching funds, and said Component
Participant shall be required to seek an alternative matching source.
ARTICLE 12. FUNDING OF FACILITIES; ACQUISITIONS, OPERATIONS
AND MAINTENANCE
Unless otherwise expressly agreed in writing among all the Partners, it shall be the
responsibility of the Lead Partner for a Component Project to provide ongoing operational and
maintenance expenses for the useful life of personal property and improvements and in
perpetuity for real property obtained through such Component Project .
ARTICLE 13. ASSIGNMENT
The Partners shall not assign or delegate this Legacy MOU, or any portion hereof, or any
monies due hereunder without the consent of the other Partners, secured pursuant to Article 16 of
this Legacy MOU, or without the written consent of the Board.
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ARTICLE 14. AMENDMENT
This Legacy MOU together with the other documents referenced herein represents the
entire agreement among the Partners and there are no oral or collateral agreements or
understandings. Except as otherwise expressly provided herein,this Legacy MOU may be
amended only by an instrument in writing, signed by all the Partners.
ARTICLE 15. ADDITIONAL PARTNERS
Upon agreement of the Partners,pursuant to Article 16 of this Legacy MOU, and a
written amendment of this Legacy MOU, and written amendment of the Partner-Board Legacy
Project Grant Agreement, other Partners may be removed, or new partner entities added to the
Project and this Legacy MOU.
ARTICLE 16. GRANT COMMITTEE; DECISION MAKING
The Partners agree to establish and participate in a Legacy Grant Committee, consisting
of one authorized representative of each of the eleven (11) Partners hereto. A majority of the
Partners shall constitute a quorum. The Committee shall, consistant with the applicable
requirements of the Colorado Open Meetings Law, sections 24-6-401 et sue., CRS, conduct its
meetings in a manner open to the public, except for executive sessions as appropriate. Notice of
each Committee meeting shall be given to each Partner by the Agent in writing no less than
seven (7) days in advance of such meeting, except to the extent a Partner waives its right to such
form or time of notice. The representatives of all Partners that are "public bodies" shall post
notice of each Committee meeting to the extent such Partners are required by Section 24-6-
402(2)(c), C.R.S., to do so. Decisions of the Committee shall be made by consensus of the
Partners in attendance at an official meeting unless any member calls for a decision in
accordance with the voting rules of Robert's Rules of Order. Any addition of new Component
Projects to the Project shall require the approval of the Legacy Grant Committee. All annual
Work Plan and Budget revisions ("Annual Updates"), other changes to the Work Plan, and any
amendments to this Legacy MOU shall be approved by the Grant Committee; provided, however,
that any such changes shall be consented to by each Partner in order for such Annual Updates,
changes or amendments to be effective. Decisions concerning an approved Component Project
(i.e., changes to the Component Project Packages) that do not require amendment of the Work
Plan shall be made upon the approval of all the Component Participants without action by the
other Partners or the Grant Committee; provided, however, that reasonable advance notice of and
opportunity to comment on any significant changes shall be given to the other Partners.
ARTICLE 17. CONFIDENTIALITY
It is understood by the Partners that some specific projects or aspects thereof may be
confidential in nature. All Partners agree to keep certain discussions or negotiations confidential
to the extent required or permitted by law and as agreed by the Partners. The Partners
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acknowledge that applicable law includes the above-referenced Colorado Open Meetings Law
and the Colorado Open Records Act, sections 24-72-201 et&eq., CRS. The Partners agree that
all meetings of the Legacy Grant Committee will be open to the public as required by the
Colorado Open Meetings Law, and shall not be closed unless adequate and appropriate cause
under said law is determined to exist that requires or allows that certain discussions be conducted
as confidential, and the Committee votes to adjourn to executive session. In the event such
executive sessions are conducted, the time and a general statement of the subject to be discussed
shall be included in the minutes of the Committee meeting.
Notwithstanding the foregoing, this provision is not intended to prohibit any Partner
representative from discussing confidential matters in executive session of such Partner's own
governing body.
ARTICLE 18. AUTHORITY; LIABILITY
Each Partner hereto represents that it enters into this Legacy MOU consistent with full
and proper authority to do so, and consistent with all applicable laws and regulations of its
organization and jurisdiction. All actions taken by Partners pursuant to this Legacy MOU shall be
determined and approved consistent with each Partner's own legal authority for such action.
Each Partner agrees to assume responsibility and liability associated with its own acts and the
acts of its employees in performance of this Legacy MOU in accordance with Colorado law;
specifically as concerns those Partners which are local governments, or other political
subdivisions or agencies of the State of Colorado, the provisions of the Colorado Governmental
Immunity Act, sections 24-10-101 et se.2., C.R.S., as may be amended; and as concerns DOW
and DPOR, the provisions of the State Risk Management Act, sections 24-30-1500 et s q., as
may be amended. Notwithstanding any other provision of this Legacy MOU to the contrary, no
term or condition of this Legacy MOU shall be construed or interpreted as a waiver, either
express or implied, of any of the immunities, rights, benefits or protection provided to any of the
Partners under the Colorado Governmental Immunity Act, as amended or as may be amended
(including, without limitation, any amendments to such statute, or any other similar statute which
is subsequently enacted).
ARTICLE 19. GENERAL PROVISIONS
19.1 Audits and Accounting Records. Each Partner agrees to maintain standard
financial accounts, documents, and records relating to the acquisition, use, management,
operation and maintenance of the Project in accordance with generally accepted accounting
principles. The accounts, documents, and records related to the Project shall be retained by any
Partner in possession of the same as agreed in the Partner-Board Legacy Project Grant and State-
Board Agreements, and shall be subject to examination and audit by any Partner, or by any
authorized agent of the same, with reasonable prior notice and at reasonable times during this
period. The accounts, documents and records related to ongoing use, management, operation and
maintenance of the Project shall be retained by any Partner in possession of the same as agreed in
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the Partner-Board Legacy Project Grant and State-Board Agreements, and shall be subject to
examination and by any Partner, or by any authorized agent of the same, with reasonable prior
notice and at reasonable times during the same period.
19.2 Inability to Complete Project. If any Partner determines with reasonable
probability that any portion of the Project will not or cannot be completed as reflected in the then
current Work Plan or addendum, such Partner will promptly so advise the other Partners, and
shall cooperate in good faith with respect to alternative solutions to the problem.
19.3 Good Faith. There is an obligation of good faith in connection with the
performance of this Legacy MOU, the State MOU, the State-Board Legacy Project Grant
Agreement, and the Partners-Board Legacy Project Grant Agreement, on the part of each and
every Partner that is a party to such agreements, including the obligation to make timely
communication of information relevent to the Project which may reasonably be believed to be of
interest to any other Partner or the Board.
19.4 Applicable Law. Colorado law applies to the interpretation and enforcement of
this Agreement.
19.5 Status of Partners. The parties acknowledge that each Partner lacks the power and
right to direct the actions of any other Partner. Each Partner acts in its separate capacity as an
independent contractor and not as an officer, employee or agent of the Board or any other
Partner. Each Partner represents that the person(s) executing this Legacy MOU is authorized to
do so and to bind the Partner on behalf of which it signs to the terms and provisions of this
Legacy MOU.
19.6 Survival. To the extent necessary to carry out all of the terms and provisions
hereof, the said terms, obligations and rights set forth herein shall be deemed not terminated after
funds for the Project have been fully disbursed; nor shall they be necessarily merged with the
various documents executed and delivered at such time. Subsequent ongoing obligations of the
Partners, as set forth in the final Work Plan or in this Legacy MOU, shall continue beyond the
term of this Legacy MOU.
19.7 Notices. Any notice, demand, request, consent, approval, or communication that
either party is required to give to the other shall be in writing and either served personally or sent
by first class mail, postage prepaid, or by telefacsimile, provided that receipt of such
telefacsimile is specifically confirmed promptly upon transmission.
19.8 Fax and Counterparts. This Legacy MOU 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 Legacy
MOU transmitted by telefacsimile as if they were original signatures.
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19.9 Construction. Each party hereto has reviewed and contributed to the preparation
of this Legacy MOU, 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 Legacy MOU.
19.10 Severability. If any provision of this Legacy MOU is declared void or
unenforceable, such provision shall be deemed severed from this Legacy MOU, and the balance
of this Legacy MOU shall otherwise remain in full force and effect, unless the severance of the
void or unenforceable provision defeats the purpose or general intent of the parties hereto, in
which event this Legacy MOU shall terminate.
19.11 Third Party Beneficiaries. The Partners hereby acknowledge and agree that this
Legacy MOU is intended to only document the relative rights and obligations between of the
Partners to one another, and that no third party beneficiaries are intended.
IN WITNESS WHEREOF, the Partners hereto have executed this Memorandum of
Understanding on the date(s) set forth below with their respective signatures.
THE CITY OF FORT COLLINS, COLORADO
A Municipal Corporation
ATTEST: By:
John F. Fischbach
City Manager
City Clerk
Date:
APPROVED AS TO FORM:
Assistant City Attorney
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THE CITY OF GREELEY, COLORADO
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THE CITY OF LOVELAND,COLORADO
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ESTES VALLEY PARK AND
RECREATION DISTRICT
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LARIMER COUNTY
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THE TOWN OF WINDSOR, COLORADO
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IN WITNESS WHEREOF, the Partners hereto have executed the Memorandum
of Understanding on the date(s) set forth below with their respective signatures.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO424/1
ATTEST:
t, a Constance L. Harbert, Chair
Weld County Clerk to - B•
1861
' / LP
Date: 10/12/98
"BY: Deputy Clerk to the
APP FORM:
unty 7orney
WELD COUNTY
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THE NATURE CONSERVANCY
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POUDRE RIVER TRAIL CORRIDOR, INC.
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STATE OF COLORADO
DIVISION OF WILDLIFE
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STATE OF COLORADO
DIVISION OF PARKS AND OUTDOOR
RECREATION
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