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IGA; Adams County; Flatrock Regional Training Center; Exp 12/31/2029 7_31_2009 Rev A -10_07_09 Rev B -10_23_09 INTERGOVERNMENTAL AGREEMENT FOR THE USE OF THE FLATROCK REGIONAL TRAINING CENTER AT ADAMS COUNTY THIS AGREEMENT, dated this 17th day of December, 2009, by and between ADAMS COUNTY, COLORADO, a political subdivision of the State of Colorado (hereinafter referred to as "Adams County"), and CITY OF BOULDER, COLORADO (hereinafter referred to as "Executive Principal User"). WITNESSETH: WHEREAS, Adams County and the Adams County Sheriffs Office plans to operate and maintain the Flatrock Regional Training Center at Adams County (hereinafter referred to as the "Training Center") at Adams County, Colorado, and agrees to allow Executive Principal User to use the Training Center in accordance with the terms and conditions of this Agreement; and WHEREAS, the Executive Principal User agrees to use the Training Center under these terns and conditions. NOW, THEREFORE, in consideration of the mutual promises and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree to be legally bound as follows: 1. Permitted Use. Adams County does hereby agree to allow the Executive Principal User to use the Training Center for the education and training of its law enforcement personnel, to include any employee or volunteer of the Executive Principal User who qualifies as a peace officer pursuant to Section 16-2.5-101 et seq, C.R.S., as well as any student enrolled in an approved law enforcement training class except, however, that Adams County reserves the right to determine, at its sole discretion, whether any particular employee, volunteer, student or law enforcement training class qualifies as such. 2. Description of Training Center. The Training Center venues include a shooting range, emergency vehicle operations center (EVOC), and a future administration/classroom facility, canine training center, and explosive demolition training area. 3. Ownership, Operation, and Maintenance of the Training Center. (a) Adams County is the sole owner of the Training Center facilities and of all fixed facilities and equipment at the Training Facilities. Termination of this Agreement will not affect County's ownership of the Training Facilities. OFFICIAL CENTRAL RECORDS COPY 20100105-5434 1 of 7 7_31_2009 Rev A -10_07_09 Rev B -10_23_09 (b) Adams County shall manage, operate, and maintain the Training Facilities at its cost. (c) Adams County shall maintain in good condition and repair at its cost all structures, utilities, walkways, HVAC systems, electrical systems, and plumbing systems at the Training Facilities. Adams County shall maintain the Training Facilities to the same standard as other County facilities are maintained. Adams County shall provide preventive maintenance consistent with industry standards and manufacturer's recommendations. (d) Adams County shall maintain all roads, parking, landscaping, and irrigation systems associated with the Training Facilities at its cost. (e) Adams County shall provide for all custodial functions, including cleaning, trash removal, periodic window and carpet cleaning, and other specialty cleaning at its cost, as necessary. Adams County shall also provide, at its cost, the security services that it normally provides for its Training Facilities. (f) Adams County shall engineer, operate, administer, and maintain at its cost all telecommunications, video, and data technology infrastructure at the Training Facilities. (g) Executive Principal User employees and students shall be entitled to park in the lots adjacent to the Training Center venues on a first-come, first-served basis at no cost during the normal operating hours of the Training Center. 4. Use of the Training Center. (a) The Executive Principal User will have the exclusive opportunity to schedule annually the use of the Training Center venues on such date(s) and time(s) that have not been reserved by the Adams County Sheriff's Office. The Executive Principal User shall be entitled to use the Training Center during those date(s) and time(s) previously agreed to by the Adams County Sheriff s Office, subject to the terms and conditions of this Agreement. (b) The Executive Principal User shall provide all vehicles, ammunition, weapons, and hearing/eye protection and other safety equipment to be used by its law enforcement personnel as defined in paragraph 1 of this Agreement. 5. Payment and Construction of the Training Center. With the understanding that Adams County has already purchased the 399 acres, 339 of which is designated as a site for the Training Center, and has already incurred expenses with outside contractors for a Strategic Business Plan and preliminary site design and estimated construction costs, Adams County will move forward in good faith with 2 of 7 7_31_2009 Rev A -10_07_09 Rev B -10_23_09 construction of first phase of the training center as set forth in Paragraph 5(c) of this agreement if a dedicated revenue stream is identified and obtained. The Executive Principals agree to the payment schedule set forth in Paragraphs 5(a) and 5(b) of this agreement. (a) In consideration of its use of the Training Center for a twenty year period, the Executive Principal User shall pay an Operations and Maintenance (O&M) charge in the first year of operations. The first year O&M charge is to cover the first year operational cost of the training center. O&M costs are based on an agreed upon fair-share formula, defined in paragraph 5 (b). Starting in the first year of operation, the Executive Principal User shall pay a Training Center User Fee based upon the Executive Principals User's scheduled utilization of the training center. The Executive Principal User shall continue to pay an annual training center user fee based on the Executive Principal User's scheduled use of the training center venues for the subsequent calendar years. The Executive Principal shall not pay less than 80% of the prior year's user fee. Should the Executive Principal user be less than 80% of the prior year's fee the Executive Principal may lose its privileges as an Executive Principal. User fees in the subsequent calendars will be based on the best discounted user fees among other law enforcement agencies not considered Executive Principals. The user fees will be subject to an annual cost inflation rate of 3.2% or the Denver Boulder Consumer Price Index, whichever is greater. (b) The allocated O&M charge is based on an agreed upon fair-share formula. The total first year of operation O&M cost will be pro-rated to each agency based on the number of total sworn staff of the Executive Principal User. Boulder's one time O&M charge is expected to be $39,577. Any significant change from this amount will have to be agreed to by both parties. (c) Adams County, in good faith, will proceed with construction of the first phase of the Training Center in 2010 if a dedicated revenue stream is identified and obtained. The first phase of the construction is defined as the necessary on and off-site improvements. Additional construction phases will be determined solely at the discretion of the Adams County Board of County Commissioners. (d) Executive Principal User will get priority access and best users rates over others who are not Executive Principals. It is anticipated user fees for an Executive Principals is $125 per a two hour block of time and any non Executive Principal may pay an annual per student flat fee of $100 each, plus a user fee of $225 per two hour block of time. 6. Tenn. This Agreement shall be effective as of the date first listed above and shall continue in effect through December 31, 2029, and shall be terminated thereafter. 3 of 7 7_31_2009 Rev A -10_07_09 Rev B -10_23_09 7. General Provisions for Use. (a) Any on-site Fire Arms scenario based training simulator equipment, including weapons and accessories, shall be kept locked at all times when not in use. (b) The Executive Principal User shall abide by all additional rules posted at the Training Center. (c) The Executive Principal User is responsible for cleaning up and restoring the Training Center after each use to the same condition as existed at the beginning of-the use. 8. Special Provisions for Shooting Range. (a) An Adams County Sheriff Range Officer or authorized Executive Principal User qualified designee shall be present at all times when the range is in use. If, in the judgment of the Adams County range officer or Executive Principals qualified designee, any person's use of the range presents a safety hazard, the range officer or qualified designee may require that person to cease use of the range or leave the premises altogether. (b) The range equipment shall be operated and maintained solely by Adams County Sheriff's Office, or by the Executive Principals Users qualified designee. (c) All rounds fired shall be only the type of ammunition specified by Adams County Sheriff's Office. Such type is subject to change at the discretion of Adams County Sheriff's Office. 9. Applicable Laws. At all times herein, the Executive Principal User shall strictly adhere to all applicable federal and state laws, rules, regulations and municipal ordinances. 10. Indemnity. (a) To the extent authorized by law, the Executive Principal User shall indemnify, save and hold harmless Adams County and the Adams County Sheriff's Office against any and all claims, damages, liability and court awards including costs, expenses and attorneys fees incurred as a result of any alleged negligent act or omission of the User or its employees, which occurred or is alleged to have occurred during the performance of their duties within the scope of their employment, unless such acts or omissions are willful and wanton. Such claims shall be subject to the limitations of the Colorado Governmental Immunity Act, Section 2410-101, C.R.S., et seq. (b) To the extent authorized by law, Adams County and the Adams County Sheriffs Office shall indemnify, save and hold harmless the Executive Principal User against any and all claims, damages, liability and court awards including costs, expenses and attorneys fees included as a result of any alleged negligent act 4of7 7_31_2009 Rev A -10_07_09 Rev B -10_23_09 or omission of Adams County or its employees, which occurred or is alleged to have occurred during the performance of their duties within the scope of their employment, unless such acts or omissions are willful and wanton. Such claims shall be subject to the limitations of the Colorado Governmental Immunity Act Section 24,10-101, C.R.S., et seq. 11. Damages to Training Center. (a) The Executive Principal User shall report any damage or disrepair it discovers during its use of the Training Center to Adams County Training Center Executive Director or the Adams County Training Center Office. (b) Any damage caused to the facility or its contents by the Executive Principal User beyond normal wear and tear, may, at Adams County option, be noticed for repair by the Executive Principal User or the repair completed by Adams County or its contractor with costs to be billed to and paid by the Executive Principal User. 12. Termination of the Agreement. (a) Both Parties acknowledge that construction, operation, and maintenance of Training Center is planned and budgeted in reliance upon each Party's full participation in the twenty (20) year term of this Agreement. (b) Due to the nature of this Agreement, and the economic non-feasibility of doing so, neither Party anticipates voluntarily terminating this Agreement without legal cause. If Executive Principal User voluntarily terminates this Agreement prior to the time set forth in Paragraph 6, the Executive Principal User will forfeit to Adams County any remaining value of the prepaid training fees. If Adams County voluntarily terminates this Agreement prior to the time set forth in Paragraph 6, Adams County must pay to the Executive Principal User the amortized remaining value of the prepaid training user fees, as set forth in Paragraph 12(b) of this agreement. (c) Either Party must notify the other Party, in writing, of a breach of this Agreement. The breaching Party shall have thirty (30) days from receipt of such written notice to cure the breach. The breaching Party shall notify the non- breaching Party, in writing, of such cure. If the breaching Party fails to cure the breach within thirty (30) days, the non-breaching Party may declare the breaching party in default and initiate involuntary termination of this Agreement. If the breaching party disputes the definition or interpretation of its breach, the Parties will diligently attempt to resolve the disagreement themselves or agree to submit the dispute to some alternative dispute resolution process. If this Agreement is involuntarily terminated, due to Executive Principal User's breach of the Agreement, prior to the time set forth in Paragraph 6, Executive Principal will forfeit to Adams County any remaining value of the prepaid Training Center User Fees. If this Agreement is involuntarily terminated, due to Adams County breach 5 of 7 7_31_2009 Rev A -10_07_09 Rev B -10_23_09 of the Agreement, prior to the time set forth in Paragraph 6, Adams County must pay to the Executive Principal User, the amortized remaining value of the prepaid Training Center User Fees, as set forth in Paragraph 12(b) of this agreement. (d) In the event either Party terminates this Agreement prior to the time set forth in Paragraph 6, regardless of the reason for termination, both Parties shall assure completion of any classes in session at the Training Center at the time of termination. 13. Hazardous Materials, The Executive Principal User understands that certain hazardous materials, principally airborne lead, are present in the Training Center and will take all necessary precautions to protect its employees from the risk associated with the presence of hazardous materials. 14. Relationship of Parties. The parties enter into this Agreement as separate, independent governmental entities and maintain such status throughout. 15. No Assignment. The Executive Principal User covenants and agrees that it will not assign this Agreement, any interest or any part thereof or any right or privilege pertinent thereto, without written consent of Adams County first having been obtained. 16. Entire Agreement. This Agreement embodies the entire agreement of the parties. The parties shall not be bound by or be liable for any statement, representation, promise, inducement or understanding of any kind or nature not set forth herein. No changes, amendments or modifications of any of the terms or conditions of this Agreement shall be valid unless reduced to writing and signed by all parties. 17. Applicable Law, Severability. The laws of the State of Colorado shall be applied in the interpretation, execution and enforcement of this Agreement. Any provision rendered null and void by operation of law shall not invalidate the remainder of this Agreement to the extent that this Agreement is capable or execution. 18. This Agreement is contingent upon Adams County securing construction funding through a Department of Local Affairs (DOLA) grant. 6 of 7 7_312009 Rev X-10-07 _09 Rev B -10_23_09 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written. ATTEST: COUNTY OF ADAMS KAREN LONG, CLERK STATE OF COLORADO By: Chairman, Board of County Kristen Hood, Deputy Clerk Commissioners Erin O'Brien, i)wpotaf City Attorneys ~Zis Date City of Boulder, Colorado Jane S. Brautigam, Cit anger Date City of Boulder, Colorado Appendix A OM& Fee Estimated Annual User Fees First Year One Time Year One Year Two Year Three Adams Count $141,743 $146,279 Ara ahoe Count Sheriff $88,643 $19,470 $20,093 $20,736 Boulder Police Department $39,577 $22,021 $22,726 $23,453 Boulder Sheriff Office $41,660 $15,100 $15,583 $16,082 Bri hton Police Department $12,267 $30,345 $31,316 $32,318 Broomfield PD/SO $33,791 $27,500 $28,380 $29,288 Commerce Cit Police Department $21,524 $62,418 $64,415 $66,477 Dou las Count Sheriff $68,507 $8,500 $8,772 $9,053 Jefferson Count Sheriff Office $127,294 $250,096 $258,099 $266,358 Longmont Police Department $32,865 $54,565 $56,311 $58,113 North lenn Police Department $16,201 $18,000 $18,576 $19,170 Thornton Police Department $38,420 $66,914 $69,055 $71,265 Westminster Police Department $42,817 $71,425 $73,119 $74,866 7 of 7