MOU; Jefferson County, Boulder County; Financing Section 16 of the sand/gravel lease assignment; no end date
MEMORANDUM OF UNDERSTANDING REGARDING FINANCING OF SECTION 16
SAND AND GRAVEL LEASE ASSIGNMENT
THIS MEMORANDUM OF UNDERSTANDING REGARDING FINANCING OF
SECTION 16 SAND AND GRAVEL LEASE ASSIGNMENT ("MOU") is dated for reference
purposes this ay of December, 2011, by and between the City of Boulder, a Colorado
home rule city ("City"), the County of Jefferson, a body corporate and politic of the State of
Colorado ("Jefferson County"), and the County of Boulder, a body corporate and politic of the
State of Colorado ("Boulder County"). The City, Jefferson County and Boulder County are
collectively referred to herein as the "Parties."
RECITALS
WHEREAS, on May 3, 2011, the Parties entered into an Intergovernmental Agreement
regarding resolution of regional transportation issues and acquisition of certain lands for
conservation and to enhance wildlife connectivity (the "IGA");
WHEREAS, pursuant to the IGA, the Parties have deposited finds in an escrow account
to be used for the purchase of real estate interests in Section 16, Township 2 South, Range 70
West of the 6°i Principal Meridian ("Section 16");
WHEREAS, the goal of the Parties remains to acquire all property interests in Section 16
and facilitate the transfer of those property interests to the United States Fish and Wildlife
Service ("USFWS") for inclusion in the Rocky Flats National Wildlife Refuge to held
permanently as open space;
WHEREAS, in order to allow the Parties to take advantage of preferential pricing for the
assignment of a sand and gravel leasehold interest in Section 16 ("Sand and Gravel Lease"), the
acquisition of which is a necessary precursor to the acquisition of the surface of Section 16 and
subsequent transfer to USFWS, the Parties desire to enter into this MOU.
TERMS OF FINANCING OF ASSIGNMENT
NOW, THEREFORE, in consideration of the recitals, promises, covenants, and
undertakings hereinafter set forth, the Parties agree as follows:
1. The City and Boulder County are parties to an Option to Purchase Assignment of
Sand and Gravel Lease ("Option") by which the City and Boulder County have the option to
purchase the Sand and Gravel Lease from Lafarge North America for $1,500,000 if the purchase
fiends are tendered by December 31, 2011.
1
2, Because the Parties wish to take advantage of the preferential pricing for the Sand
and Gravel Lease and the funds deposited in the escrow account pursuant to the IGA are not yet
available for disbursement, the Parties must use a different source of funds for exercising the
option for the assignment of the Sand and Gravel Lease.
3. Jefferson County and Boulder County agree to make available, prior to December
31, 2011, the funds necessary, up to $750,000 each plus any associated transaction costs, to
exercise the option to acquire the Sand and Gravel Lease. If there are funds from additional
sources available to assist in the acquisition of the Sand and Gravel Lease, Jefferson County and
Boulder County will be able to reduce their contributions accordingly,
4. The Parties agree that if, after assignment of the Sand and Gravel Lease to Jefferson
County and Boulder County, the conditions precedent to disbursement of the funds escrowed
pursuant to the IGA are met, the Parties will be reimbursed from the escrowed fiends for their
actual expenditures in acquiring the Sand and Gravel Lease.
5. The Parties also agree that if, after assigmnent of the Sand and Gravel Lease to
Jefferson County and Boulder County, the conditions precedent to disbursement of the funds
escrowed pursuant to the IGA are not met, Jefferson County and Boulder County shall slake
good faith efforts to market the Sand and Gravel Lease for sale in order to recover the funds used
to acquire the Sand and Gravel Lease. If the Sand and Gravel Lease is sold or transferred, any
proceeds shall first be used to reimburse Jefferson County and Boulder County, and any other
contributors of purchase funds, in equal portions, for their expenditures. If the proceeds from the
sale of the Sand and Gravel Lease are in excess of the purchase price for the Sand and Gravel
Lease, the excess shall be allocated equally between Jefferson County and Boulder County.
6. If, for any reason, Jefferson County and Boulder County are unable to be
reimbursed either from the funds escrowed pursuant to the IGA or by selling the Sand and
Gravel i,ease, any out of pocket loss by Jefferson County and Boulder County shall be shared
equally by the City of Boulder, which shall make payments to Jefferson County and Boulder
County to equalize its contribution to the loss incurred in the resale or any other costs associated
with ownership of the Sand and Gravel Lease.
7. This MOU may be executed in one or more counterparts, each of which shall be
deemed an original, and such counterparts shall together constitute one and the same document.
2
IN WITNESS WHEREOF, the parties have caused this instrument to be duly executed.
CITY OF BOULDER, a Colorado home rule city
By:
Jane S. Brautigatn, City Manager
ATTEST:
By:
City Clerk
APPROVED AS TO FORM.
By: ems'
City Attorney
COUNTY OF BOULDER, a body corporate and
politic
r
B
Y:
Ben Pearlman, Chair
APPROVED AS TO FORM:
13y:
Acou ty of ey
COUNTY OF JEFFERSON, a body corporate and
politic
By.
Faye G in, Chair
APPROVED AS TO FORM:
,y:
pt-y-. County Attorney
3
CITY OF BOULDER
OFFICE OF THE CITY MANAGER
December 13, 2011
Ralph Schell
Jefferson County Manager
100 Jefferson Parkway
Golden, CO 80401
Re: ASSIGNMENT OF OPTION TO PURCHASE SAND AND GRAVEL LEASEHOLD
Dear Mr. Schell:
In November of 2011, the City of Boulder and Boulder County entered into an Option to Purchase Assignment
of Sand and Gravel Lease (the "Option"), with Lafarge North America ("Lafarge") relating to the option to
purchase Lafarge's leasehold interest in sand and gravel rights underlying Section 16, Township 2S, Range
70W of the 61h P.M. A copy of the Option is enclosed with this letter. Due to exigencies of time and the
necessity of exercising the Option by the end of 2011, the City of Boulder, Boulder County, and Jefferson
County agree that it would be beneficial for all entities if the City of Boulder assigned its interest in the Option
to Jefferson County. By this letter, the City of Boulder, Colorado, hereby offers to assign its interest in the
Option to Jefferson County.
If Jefferson County accepts the assigrnment of the Option, the City of Boulder shall be relieved of any interest in
the Option and Jefferson County shall step into the City of Boulder's shoes with respect to the Option, including
all benefits and burdens referenced in the Option. By the terms of the Option, this assignment shall only be
effective if approved in writing all parties. For this reason, I have included signature lines for Boulder County
and Lafarge below. Please sign a copy of this letter and return it to me, indicating Jefferson County's
acceptance of the assignment. I will arrange for Boulder County and Lafarge to sign and will compile a fully
executed version for you.
Thank you for your prompt attention to this matter.
Sincerely,
Jane Brautigam
City Manager
Enclosure:
P.O. Box 791 • Boulder, Colorado 80306-0791 • www.bouldercolorado.gov - (303)441-3090 • Fax (303)441-4478
U.S. Department of the Interior DI-3680
Donor Certification Form OMB Control No. 1090-0009 expires: 07/31/12
Thank you for your interest in making a donation to the Department of the Interior or one of its bureaus
(Bureau of Land Management, Bureau of Reclamation, Bureau of Indian Affairs, Minerals Management
Service, National Park Service, Office of Surface Mining, U.S. Fish and Wildlife Service, and U.S. Geological
Survey, or other Departmental bureau). It is Interior's policy to ensure that in accepting donations, the
Department maintains its integrity and impartiality, and the confidence of the public. Tile following
certification helps the Department and you, the potential donor, to identify areas of concern that might be
raised by a donation. An affirmative answer to any of the statements below does not mean a donation will be
declined, but may initiate further review.
I am executing this Donor Certification Form asp an individual or on behalf of the following
organization or person: CL/At,, r.1, .~11t* - , ,0 (,`L,lt_lac\l0
To the best of my knowledge and belief, I certify that:
1. I am / A-am not involved in litigation or other controversy with the Department or its bureaus.
2. I am / -.X-am not seeking or otherwise engaged in any type of financial or business
relationship with the Department, for example, a contract, permit; lease, grant, or cooperative
agreement.
3. I have / have not been debarred, suspended, proposed for debarment, excluded or disqualified
under the nonprocurement common rule, or otherwise declared ineligible from doing business with any
Federal government agency.
4. This donation is / -X_is not expected to be involved with marketing or advertising.
5. I am / -X_am not seeking to attach condition(s) to this donation.
6. This donation is / Xis not part of a series of donations to the Department or its bureaus.
For any affirmative answers above, please attach explanations. Please also identify any other
circumstances not addressed in the above questions that may affect the Department's decision to
accept your donation.
With my signature I hereby certify the above statements are accurate and attest that I am not aware of other
issues regarding this donation that may be of concern to the Department. I also certify that this donation is not
intended to influence any decision or action by the Department or to obtain any special treatment from the
Department. I understand that the Department's acceptance of this donation does not constitute endorsement
by the Department of me or my products or services.
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Si nature [v \ Printed Name Date L ` /
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Organization E-mail address
city State Zip Daytime or Work Phone
Information collected via this form will be handled in accordance with the requirements of the Privacy Act and
the Freedom of Information Act to attempt to ensure the greatest protection of personal privacy. Please see
Notices pertaining to this Form on Page 2.
Large, Ann
From: Castillo, Carl
Sent: Monday, December 12, 2011 5:18 PM
To: Large, Ann
Subject: RE: Request for 15 minutes with Jane Next Week
They have now been routed and should be received by Jane tomorrow. If she has no questions, then there is no need for
a meeting, Otherwise. I have time on Wednesday to brief her.
From: Large, Ann
Sent: Tuesday, December 06, 20114:59 PM
To: Castillo, Carl
Subject: RE: Request for 15 minutes with Jane Next Week
Carl:
Have these documents been routed per contract routing procedures for the manager's signature with the contract
routing sheet on them. if so once they get here from the attorney's office I will contact you to meet with Jane.
Janc's calendar is hooked solid next week so this will literally be a squeeze in between meetings.
Ann
From: Castillo, Carl
Sent: Tuesday, December 06, 2011 4:29 PM
To: Large, Ann
Cc: Schmidt, Jim; Carr, Thomas
Subject: Request for 15 minutes with Jane Next Week
Hi Ann,
Next week the city will need Jane to sign three documents pertaining to the purchase of Section 16, all which council has
delegated her the authority to execute and that the CAO has reviewed and approved (or soon will be reviewing and
approving):
• Assignment from Boulder to Boulder County and Jefferson County of option to purchase Lafarge's sand and
gravel lease on Section 16
• Memorandum of understanding regarding financing of Section 16 and sand and gravel lease
• Department of Interior Donor Certification form
This is time sensitive in order to complete a series of multi-party real estate transactions by the end of this year.
Is there 15 minutes early next week when you can schedule me to meet with her so I can brief her on these items and
get her signature? My calendar indicates my availability.
I think it could be confusing for Jane to consider signing these without having an in person opportunity to ask me about
them.
Carl Castillo
Policy Advisor
i
Contract Tracking IGA > Thank You http://intraweb.ei.boulder.co.us/ContractTi-acking/servIet/Controller
CONDITIONAL
Document Routing Cover Sheet
Please print and attach to your document.
You can view the status of your contract using the Contract Tracking S at s Page.
Routing Number 20111209-6991
Originating Dept City Manager
Routing Contact Person Carl Phone Number 303-441-3009
Project Manager / Contract Carl Castillo mail ccaslilEVrnr-
Administrator - CGS Oe[-1~y'le,"~CirJ~~~U✓
[Counter Parties Jefferson County & Boulder County
Contract Title / Type MOU, Assignment of Option Donor Certification
Number
Description On May 3, 2011, council approved a motion giving the city manager the authority such documents as may be necessary to facilitate the implementation of the IGA [
between Jeffco, BoCo and Boulder regarding Section 16 & the Jefferson Parkway].
"MOU," "Assignment of Option" and "Donor Certification Form" are all documents r
implement that IGA.
Action Items
Date Note
(1) 1/1/2016 re e MOU requires the City of Boulder to spend up to $500,000 to reimburse Jeffery
d Boulder County if those governments are unable to be reimbursed either from
crowed pursuant to the IGA or by selling the Sand and Gravel Lease.
(3) -
Expiration Date None
Amount $500,000 Expense Type OUTGOING
• Dept. Head Signature
NOTE; Originating Department: Identify with a check mark all areas document needs to be routed.
• Purchasing
• Budge*. L~ 'V Lit
• Sales Tax I
cao
j_ i n
City Manager
/Central Records - i"
A link to the electronic copy of the document(s) will arrive via e-mail to a e- i addresses on t e ro -
form once document has been scanned into LaserFiche. L / i C,--, I (Oe ,
Contract Tracking Home I Signature Routina Form I Track Contract Status I Update Contract Status
1-7 C.;
I of 1 12/9/2011 2:39 PM