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HomeMy WebLinkAboutC87-042 IGA with Pitkin - Ruedi Reservoir Water and Power AuthorityJ- 187-42-04,; INTERGOVERNMENTAL AGREEMENT 19117 MAR This IntergovT tal Agreement is made an(EP4W4t4%,,NMo, this ,r ljfl�� day of --7 L 1983, by and between THE CITY OF ASPEN (hcreinafter "Aspen"), THE COUNTY OF PITKIN by and through its Board of County Commissioners (hereinafter "Pitkin County"), THE TOWN . OF CAM,ONDALE (hereinafter "Carbondale"), THE TOWN OF BASALT (hereinafter "Basalt"), THE COUNTY OF EAGLE by and through its Board of County Commissioners (hereinafter "Eagle County"), THE TOWN OF SNOWMASS VILLAGE (hereinafter "Snowmass"), and THE CITY OF GLENWOOD SPRINGS (hereinafter "Glenwood") W I T N E S S E T H: 0 WHEREAS, each of the parties to this Agreement has the authority or responsibility for providing water, power or recreation to the resi- dents within the respective jurisdiction of each; and WHEREAS, each of the parties has the authority or responsibility for protecting the environmental quality of the environmental resources within their jurisdiction on behalf of their residents; and WHEREAS, these responsibilities can best be accomplished with respect to Ruedi Reservoir by the creation of a water and power authority pursuant to an intergovernmental agreement as authorized in 29-1-203 CRS 1973, as amended, charged with the management of Ruedi Reservoir for the sale or lease of water, promotion of hydroelectric power, and management of recreational activities in and on the Reservoir. NOW, THEREFORE, the parties hereby agree as follows: 1. Ruedi Reservoir Water and Power Authority a. Creation and Purpose. The parties hereby create the Rue . di Reservoir Water and Power Authority (hereinafter "the Authority"). The purpose of the Authority is to develop the water resources, systems, and facilities of the Ruedi Reservoir for the production, transmission, and sale of hydroelectric power at the Reservoir; to sell, lease, or otherwise allocate the water stored in the Reservoir to the maximum extent permitted by law; to develop and manage and operate the Reservoir fer the benefit cf the inhabitants of the parties. b. Authority and Powers. The Authority shall have all the power necessary and proper to carry -out the purposes for which it is established to the fullest extent permitted by law, including but not limited to the following: - (1) To develop- water -resources, systems, or facil-itie's-in.___ whole or in part for the benefit of the inhabitants of the parties hereto or others, at the discretion of the Board of Directors, subject to fulfilling any conditions or requirements set forth in this Agree- ment; (2) To develop electric energy resources and.produce or transmit electric energy in whole or in part for the benefit of the inhabitants of the contracting parties; (3) To make and enter into contracts; (4) To employ agents and employees; (5) To acquire, construct, manage, maintain, or operate water or electric energy systems, facilities, works or improvements or any interest therein; (6) To acquire, hold, lease (as lessor or lessee), sell or otherwise dispose of any real or personal property, commodity, or service; (7) To condem property for use'as rights of way only if such property is not owned by any public utility and devoted to such public use pursuant to state authority; (8) To incur debts, liabilities or obligations; (9) To sue and be sued in its own name; (10) To have and use a corporate seal, (11) To fix, maintain, and revise fees, rates and charges for functions, services, or facilities provided by the entity; (12) To adopt, by resolution, regulations and by-laws respect- ing the exercise of its powers and the carrying out of its purposes, provided that any by-laws shall require the unanimous approval of all parties to be effective; (13) To exercise any other powers which are essential to the provision of functions, services, or facilities by the entity and which are specified in the contract; - 2 - (14) To do and perform any acts and things authorized by this Agreement, through, or by means of an agent or by contracts with any person, firm, or corporation; (15) To provide for the rehabilitation of any services adversely affected by the construction of water pipelines, facilities, or systems through the rehabilitation of plant cover, soil stability, and other measures appropriate to the subsequent beneficial use of such lands. 2. Operation and Management a. General. The Authority shall be operated and managed for the benefit of the inhabitants of the parties to this Agreement. b. Board of Directors. The governing body of the Authority shall be the Board of Directors (hereinafter the "Board). The Board shall be comprised solely of elected officials who are serving on the governmental bodies of the entities which are parties to this Agree- ment. Each of the parties to the Agreement shall appoint one (1) Director to the Board. Each party shall also establish the term which its Director shell serve. The Directors in turn shall elect from their members a Chairman and Vice -Chairman of the Board, who shall each serve a one year term. Compensation, if any, shall be determined by each party to this Agreement for its own Director. Should a vacancy arise on the Board, the party whose directorship becomes vacant shall appoint a replacement to complete the vacated term. The Board shall meet at:^lease,annually to conduct the business of the Authority and at such other times as the Board may direct. A majority of the Directors shall constitute a quorum, and, except as otherwise provided in this Agreement, the vote of a majority of the Board shall be necessary to take action. Each member of the Board.shall be entitled to one vote. c. Officers. The Board of Directors may appoint such officers and employees of the Authority as it deems necessary for the efficient operation of the Authority. Such officers and directors shall serve at the pleasure of the Board. The officers may include, but not necessarily be limited to, an Executive -Director, Treasurer, and Secre- tary. The duties of the officers shall be set, forth in the by-laws of 3 _ the Authority to be established by the Board. 3. Sharing of Surplus Revenues and Operating Deficits Surplus revenues, as determined by the Board of Directors, shall. be shared equally among the parties hereto. The bonds, notes, and other obligations of the Authority shall under no circumstances be the debts,.liabilities, or obligations of the parties to this Agreement. Any party may, however, subject to any litigation --pro- vided by law, contribute to any operating deficit of the Authority. Such contribution shall become a debt of the Authority which must be repaid from available funds prior to any other expenditure. The Authority's operating revenues shall be applied in the following priorities: (1) First to pay all costs or expenses which have been incurred by any party to this Agreement in furtherance of the Authority's activities, and which have been approved by the Board for payment. (2) To repay any contributions to operating deficits. (3) To pay all other costs or expenses incurred by the Authority. 4. Contracts. The Authority may not enter into any contracts without approval by all parties. 5. Bonds, Notes, or Other Obligations a. To carry out the purpose set forth herein, the Authority is authorized to issue bonds, notes, or other obligations payable solely from the revenues derived from the function, service, system, or facility, or the combined.functions, services, systems, or facilities of the Authority subject al all times to the unanimous approval of all parties. The terms, conditions and details of said bonds, notes and other obligations, the procedures relating thereto, and the refunding thereof, shall be set forth in the resolution authorizing said bonds, notes, or other obligations and, as nearly as may be practicable, shall be substantially the same as those provided in Part 4 of Article 35 of Title 31, C.R.S. 1973 relating to water and sewer revenue bonds; 4 - except that the purposes for which the same may be issued shall` not be so limited, and except that said bonds, notes, and other obligations may be sold at public and private sale. Bonds, notes, or other obligations issued under this paragraph shall not constitute an indebtedness of any party hereto within the meeting of _any consti-.,_ tutional or statutory limitation or other provision. Each bond, note, or other obligation issued under this paragraph shall recite in sub- stance that said bond, note, or other obligation, including the interest thereon, is payable solely from the revenues and other available funds of the Authority pledged for the payment thereof and that said bond, note or other obligation does not constitute a debt of any party hereto within the meeting of any constitutional or statutory limitation or provision. Notwithstanding anything in this paragraph to the contrary such bonds, notes, and other obligations may be issued to mature at such times not beyond forty years from their respective issue dates, shall bear interest at such rates, and shall be sold at above, or below the principal amount thereof, all as shall be determined by the Board of Directors of the Authority. b. The resolution, trust indenture, or other security agreement under which any bonds, notes, or other obligations are issued shall constitute a contract with the holders thereof, and it may contain such provisions as shall be determined by the Board to be appropriate and necessary in connection with the issuance thereof and to provide security for the payment thereof, including, without limitation, any mortgage or other security interest in any revenues, fund rights or properties of the Authority. The bonds, notes, and other obligations of the Authority and the income therefrom shall be exempt from taxa- tion by this State, except inheritance, estate, and transfer taxes. 6. Addition or Withdrawl of Parties a. Any entity m -z; y join this Agreement on such terms and conditions as may be agreed upon by all other parties. No such entity may be added, however, without unanimous approval of the parties to this Agreement. b. Any party may withdraw from this Agreement on its own initia- tive upon ninetj (90) days written notice to the Board. The benefits - 5 - obligations, and rights of the withdrawing party shall be determined in accordance with the policies to be established by the.Board upon consent of each of the parties hereto. This Agreement shall remain in full force and effect notwithstanding.any such withdrawl. 7. Membership Fee. Upon the unanimous consent of all parties hereto, the Board of Directors is authorized to establish an annual membership fee to be paid by each party as a condition of continuing membership. The purpose of such membership fee shall be to provide a source of operating capital for the Authority. 8. Term of This Agreement This Agreement shall remain in full force and effect until rescinded by unanimous vote of the Board and ratification of the rescission by all the parties. Failure of a party to act on a recission vote by the Board within sixty (60) days of the receipt of written notice by such party shall consitute a ratification of that vote. This Agreement may be amended by unanimous agreement of all the parties to the agreement. Notwithstanding the foregoing, this Agreement may not be rescinded during the term of any bonds, notes, or other obligations of the Authority, unless provision for full payment of such,obligations, by escrow, or otherwise, has been made pursuant to the terms of such obligations. 9. Parties May Deal with Authority Each party to this Agreement may deal with the Authority in the same manner as any individual or separate entity for the acqui- sition of water, power, or on any other matter for which the Authority is authorized to act. 10. Termination of Prior Agreement Execution of this Agreement shall operate to terminate and replace that Intergovernmental Agreement previously entered into by the parties hereto creating the Ruedi Reservoir Water Authority. IN WITNESS WHEREOF the undersigned set forth their hand and seals as follows: - 6 - ATTEST: Mark Fuller, Secretary Ruedi Water & Power Authority ATTEST: CITY OF ASPEN t Kathryn Kod, City Clerk Representative City of AsOn APPROVED AS TO FORM: Paul Tadd e, City Attorney ATTEST COUNTY PITKIN Lew Scanlan, Deputy Clerk & Re order Repre enta ive Pitkin County APP VED AS TO FORM: Wa?rw�- ✓q ! ATTEST: TOWN OF SNOWMASS VILLAGE a Town Clerk Representative Town of Snowmas;s Village APPROV S TO FO Town Attorne ATTEST COUNTY EAGLE .teounty Clerk Representative Eagle County APPROVED AS TO FORM: County Attorney ATTEST: Town Clerk APPROVED AS TO FORM: Town Attorney ATTEST: City Clerk e APPROVED AS TO FORM: City Attorney ATTEST: Town aerk. APPROVED AS TO FORM: Town Attorney TOWN OF BASALT t_ epresentative Town of Basalt CITY OF GLENWOOD SPRINGS Representative City of Glenwood Springs TOWN OF CARBONDALE .J. Representati dale