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Home My WebLink AboutC2000-206-03 Roaring Fork Transportation Authority IGA`L G) 0 h As agreed to at 8124100 RTA Policy Committee meeting ROARING FORK TRANSPORTATION AUTHORITY INTERGOVERNMENTAL AGREEMENT by and among CITY OF ASPEN, COLORADO TOWN OF BASALT, COLORADO TOWN OF CARBONDALE, COLORADO EAGLE COUNTY, COLORADO GARFIELD COUNTY, COLORADO CITY OF GLENWOOD SPRINGS, COLORADO PITKIN COUNTY, COLORADO and TOWN OF SNOWMASS VILLAGE, COLORADO Dated as of September 12, 2000 providing for the creation of the "Roaring Fork Transportation Authority" as a Rural Transportation Authority pursuant to the Colorado Rural Transportation Authority Law, Title 43, Article 4, Part 6, Colorado Revised Statutes, as amended. 02-67662.11 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.01. Definitions from the Act.................................................................................. 2 Section 1.02. Other Definitions............................................................................................. 2 ARTICLE II ESTABLISHMENT OF THE AUTHORITY AND INITIAL MEMBERS Section 2.01. Establishment................................................................................................... 5 Section2.02. Purpose............................................................................................................. 5 Section2.03. Boundaries....................................................................................................... 6 Section2.04. Voter Approval................................................................................................ 6 Section 2.05. Initial Members................................................................................................ 7 Section 2.06. City of Aspen Visitor Benefits Tax Election ................................................... 7 ARTICLE III BOARD OF DIRECTORS Section 3.01. Establishment and Powers............................................................................... 7 Section3.02. Directors........................................................................................................... 8 Section 3.03. Alternate Directors........................................................................................... 8 Section 3.04. Appointment of Directors and Alternate Directors .......................................... 8 Section 3.05. Terms of Office................................................................................................ 8 Section 3.06. Resignation and Removal................................................................................ 8 Section 3.07. Vacancies......................................................................................................... 8 Section 3.08. Compensation.................................................................................................. 8 Section 3.09. Resolutions and Voting................................................................................... 8 Section 3.10. Special Rules Regarding Adoption of the Authority's Annual Budget........... 9 Section 3.11. Powers of the Board......................................................................................... 9 Section 3.12. Bylaws and Rules............................................................................................. 9 Section 3.13. Additional Directors......................................................................................... 9 ARTICLE IV ADVISORYCOMMITTEES........................................................................................................ 9 ARTICLE V OFFICERS Section5.01. Generally........................................................................................................ 10 02-67662.11 Section5.02. Chair...............................................................................................................10 13 Section5.03. Vice Chair...................................................................................................... 10 Section5.04. Secretary........................................................................................................ 10 Section5.05. Treasurer........................................................................................................ 11 Section 5.06. Executive Director......................................................................................... 11 Section 5.07. Resignation and Removal.............................................................................. 11 Section 5.08. Changes to Authority, Powers and Duties .....................................................11 Section5.09. Vacancies.......................................................................................................11 Section5.10. Compensation................................................................................................ 11 GMI410=01 POWERS OF THE AUTHORITY Section 6.01. General Grant of Powers................................................................................ 11 Section 6.02. Specific Responsibilities................................................................................12 Section 6.03. Limitations on Powers of the Authority......................................................... 12 ARTICLE VII FUNDING THE AUTHORITY Section 7.01. Baseline Funding.......................................................... ....... .......................... 13 Section 7.02. Additional Authority Sales Taxes.................................................................. 15 Section 7.03. Visitor Benefit Tax........................................................................................15 Section 7.04. Discretionary Member Contributions............................................................15 Section 7.05. Mitigation of Development Impacts.............................................................. 16 Section 7.06. Pursuit of Grants............................................................................................ 16 Section 7.07. Capital Projects and Bonds............................................................................16 Section 7.08. Pitkin County Intergovernmental Agreement................................................16 Section 7.09. No Implied Limits on Powers........................................................................ 16 ARTICLE VIII REORGANIZATION OF RFTA AND RFRHA AND LEVEL OF SERVICE Section 8.01. Reorganization Plan.......................................................................................16 Section 8.02. Reorganization of RFTA................................................................................ 17 Section 8.03. Reorganization of RFRHA............................................................................18 Section 8.04. Maintenance of Effort .................................................................................... 18 Section 8.05. Aspen Local Service...................................................................................... 19 ARTICLE IX MEMBERS Section9.01. Initial Members..............................................................................................19 Section 9.02. Withdrawal of initial Members...................................................................... 19 02-67662.11 11 3 Y 1 Section 9.03. Additional Members...................................................................................... 20 ARTICLE X TERM AND DISTRIBUTION OF ASSETS UPON TERMINATION Section 10.01. Effective Date................................................................................................ 21 Section 10.02. Termination.................................................................................................... 21 Section 10.03. Distribution of Assets Upon Termination...................................................... 21 ARTICLE XI DEFENSE OF DIRECTORS, OFFICERS, MEMBERS OF ADVISORY COMMITTEES AND EMPLOYEES.............................................................................................................................. 21 ARTICLE XII AMENDMENTS Section 12.01. Amendments Generally................................................................................. 22 Section 12.02. Amendments to Boundaries........................................................................... 22 Section 12.03. Modification of Appendices B-1 through B-6 ............................................... 22 ARTICLE XIII MISCELLANEOUS Section 13.01. Adoption and Execution of Agreement in Accordance with Law ................. 22 Section 13.02. Parties in Interest............................................................................................ 22 Section 13.03. No Personal LiabiIity..................................................................................... 22 Section13.04. Notices........................................................................................................... 22 Section13.05. Assignment.................................................................................................... 23 Section 13.06. Severability.................................................................................................... 23 Section 13.07. Interpretation..................................................................................................23 Section 13.08. Governing Law.............................................................................................. 23 Section13.09. Counterparts................................................................................................... 23 APPENDIX A DETERMINATION OF BOUNDARIES OF THE AUTHORITY APPENDIX B-1 PITKIN COUNTY BALLOT QUESTION APPENDIX B-2 GLENWOOD SPRINGS BALLOT QUESTION APPENDIX B-3 CARBONDALE BALLOT QUESTION APPENDIX B-4 UNINCORPORATED GARFIELD COUNTY BALLOT QUESTION APPENDIX B-5 BASALT BALLOT QUESTION APPENDIX B-6 UNINCORPORATED EAGLE COUNTY BALLOT QUESTION APPENDIX C REGIONAL TRANSIT SERVICE GOALS APPENDIX D CREDITS TO PITKIN COUNTY WITH RESPECT TO OUTSTANDING PITKIN COUNTY BONDS PAYABLE FROM PITKIN COUNTY TRANSPORTATION SALES TAXES 02-67662.11 iii APPENDIX E RATIONALE FOR DIFFERENT FUNDING LEVELS FROM DIFFERENT AREAS APPENDIX F INITIAL CAPITAL PROGRAM APPENDIX G INVENTORY OF RFTA ASSETS 02-67662.11 iv ROARING FORK TRANSPORTATION AUTHORITY INTERGOVERNMENTAL AGREEMENT THIS ROARING FORK TRANSPORTATION AUTHORITY INTERGOVERNMENTAL AGREEMENT (this "Agreement") is entered into as of September 12, 2000 by and among CITY OF ASPEN, COLORADO; TOWN OF BASALT, COLORADO; TOWN OF CARBONDALE, COLORADO; EAGLE COUNTY, COLORADO; GARFIELD COUNTY, COLORADO; CITY OF GLENWOOD SPRINGS, COLORADO; PITKIN COUNTY, COLORADO; and TOWN OF SNOWMASS VILLAGE, COLORADO (the "Initial Signatories"). RECITALS WHEREAS, pursuant to title 43, article 4, part 6, Colorado Revised Statutes, as amended (the "Act"), Colorado counties and municipalities are authorized to establish, by contract, rural transportation authorities, which, upon the satisfaction of the conditions set forth in Section 2.01 hereof, are authorized to finance, Construct, operate and maintain rural transportation systems; and WHEREAS, pursuant to title 29, article 1, part 2, Colorado Revised Statutes, as amended (the "Intergovernmental Relations Statute"), and article XIV, section 18 of the Colorado Constitution, governments may contract with one another to provide any function, service or facility lawfully authorized to each of the contracting units and any such contract may provide for the joint exercise of the function, service or facility, including the establishment of a separate legal entity to do so; and WHEREAS, the Initial Signatories are counties and municipalities located in or near the Roaring Fork River Valley in west -central Colorado that desire to form a rural transportation authority pursuant to the Act and the Intergovernmental Relations Statute for the purpose of financing, constructing, operating and maintaining rural transportation systems consisting of the Authorized Transportation Projects described herein; and WHEREAS, in 1976, Pitkin County began providing regional public transit services in the Roaring Fork Valley in west -central Colorado; and WHEREAS, the Roaring Fork Transit Agency ("RFTA") was created in 1983 by an intergovernmental agreement between the City of Aspen and Pitkin County that merged their separate transit services in order to achieve greater operating efficiencies; and WHEREAS, upon its creation, RFTA assumed responsibility for providing regional transit services in cooperation with local governments throughout the Roaring Fork Valley; and WHEREAS, approximately half of RFTA's annual ridership, service miles and costs are associated with regional public transit services, and regional ridership increased by 134% from 1991 through 1998; and 02-67662.11 WHEREAS, 20 -year regional population projections indicate that improved and expanded regional transit services will be even more necessary in the future to reduce automobile congestion, maintain the quality of life and preserve the environment; and WHEREAS, specialized transportation services promote independent living for the frail, elderly and the disabled by providing essential links to a. variety of medical, social and other services, and the region recognizes the need to improve mobility options for this growing segment of the population; and WHEREAS, current funding mechanisms are inadequate to maintain and improve regional transit services; and WHEREAS, the Initial Signatories began working together on the goal of forming a regional transportation authority in the fall of 1996, which work included support for the enactment of the Act; and WHEREAS, the Initial Signatories formed a policy committee (the "Policy Committee") in January 2000 which has met in at least eight meetings to consider the interests of the Initial Signatories, a public opinion survey and other technical information, and the recommendations of a specially formed citizen's committee; and WHEREAS, following consideration of all relevant information, the Policy Committee specified the terms of this Agreement; and WHEREAS, various drafts of this Agreement have been reviewed by and refined based on comments received from and extensive discussions with the Governing Bodies of each of the Initial Signatories and citizens who participated in a series of public hearings held throughout the Roaring Fork River Valley. AGREEMENT NOW, THEREFORE, for and in consideration of the mutual covenants set forth below, the Initial Signatories hereby agree as follows: ARTICLE I DEFINITIONS Section 1.01. Definitions Brom the Act. The following terms shall, when capitalized, have the meanings assigned to them in section 602 of the Act: "Bond," "Construct," "Construction," "County," "Municipality," "Person," "Rural Transportation Activity Enterprise," "Rural Transportation System" and "State." Section 1.02. Other Definitions. The following terms shall, when capitalized, have the following meanings: "Act" is defined in the Recitals hereto. 02-67662.11 2 "Advisory Committee" means two or more persons appointed by the Board pursuant to Article IV hereof for the purpose of providing advice to the Board and includes the Citizen Advisory Committee. "Agreement" means this Roaring Fork Transportation Authority Intergovernmental Agreement, as amended from time to time in accordance with the terms hereof. "Alternate Director" means any person appointed as an Alternate Director pursuant to Section 3.03 hereof. "Authority" means the Roaring Fork Transportation Authority, a separate political subdivision of and body corporate of the State established pursuant to this Agreement as a rural transportation authority under the Act and as a separate legal entity under the Intergovernmental Relations Statute. "Authority Sales Tax" means a sales and use tax levied by the Authority in all or any designated portion of the Members in accordance with section 6.05(1)(i) of the Act. "Authorized Transportation Projects" means the Rural Transportation Systems described in Section 2.02 hereof, as such term may be amended from time -to -time in accordance with Article XII hereof. "Basalt Question" is defined in Section 2.04(a) hereof "Board" means the Board of Directors of the Authority. "Boundaries" means the boundaries of the Authority determined in accordance with Appendix A hereto, as such Appendix and term may be amended from time -to -time in accordance with Article XII hereof. "Carbondale Question" is defined in Section 2.04(a) hereof "Citizen Advisory Committee" means the special Advisory Committee described as such in Article IV hereof. "Corridor Investment Study" means the West Glenwood Springs to Aspen Corridor Investment Study/Environmental Impact Statement. "Denver Rio Grande Right -of -Way" means the 34 -mile transportation/recreation corridor that varies in width from 50 to 200 feet extending from downtown Glenwood Springs to Woody Creek, Colorado that is owned by RFRHA and/or the members of RFRHA and is the subject of the Corridor Investment Study. "Director" means any person appointed as a Director pursuant to Section 3.02 hereof. Whenever the person appointed as a Member's Director pursuant to Section 3.02 hereof is absent from a Board meeting, the term "Director" shall mean the Alternate Director, if any, appointed by such Member pursuant to Section 3.03 hereof. 02-67662.11 3 � r t "Division of Local Government" means the Division of Local Government in the State Department of Local Affairs. "Eagle County 0.5% Transportation Sales Tax" means the sales tax levied by Eagle County pursuant to Resolution No. 95-95 of the Board of County Commissions of Eagle County, as such resolution has been or may be amended from time to time. "Glenwood Springs Question" is defined in Section 2.04(a) hereof "Governing Body" means, when used with respect to a Member, the city council, board of trustees, board of commissioners or other legislative body, as appropriate, of such Member. "Initial Authority Sales Tax" means the Authority Sales Tax described in Section 7.01(a) hereof. "Initial Boundaries" means the Boundaries of the Authority on the date the Authority is originally established pursuant to Article 11 hereof, as such Initial Boundaries arc determined in accordance with Appendix A hereto. "Initial Members" means the Initial Signatories who become Members on the date on which the Authority is originally established pursuant to Section 2.05 hereof "Initial Signatories" means the Municipalities and Counties that are signatories to this Agreement in its original form. "Intergovernmental Relations Statute" is defined in the Recitals hereto. "Member" means (a) the Initial Members and (b) the State or any Municipality or County that becomes a member of the Authority pursuant to Section 9.03 hereof. "Officer" means the Chair, Vice Chair, Secretary, Treasurer or Executive Director of the Authority, and any subordinate officer or agent appointed and designated as an officer of the Authority by the Board. "Pitkin County Question" is defined in Section 2.04(a) hereof "Pitkin County Transportation Sales Taxes " means (a) the sales tax levied by Pitkin County pursuant to Resolution No. 83-29, Series 1983, Resolution 85-45, Series 1985, and Resolution No. 85-46 of the Board of County Commissioners of Pitkin County, as such resolutions have been amended through the date hereof; and (b) the sales tax levied by Pitkin County pursuant to Resolution No. 93-149, as such resolution has been amended through the date hereof. "RFTA" is defined in the Recitals hereto. "RFRHA" means the Roaring Fork Railroad Holding Authority created by intergovernmental agreement among the Cities of Aspen and Glenwood Springs, the Towns of Basalt, Carbondale and Snowmass Village and Eagle and Pitkin Counties. 02-67652.11 4 f � t "Regional Transit Services" means the transit services described in Appendix C hereto, as such Appendix may be amended from time -to -time in accordance with Article XII hereof. "Unincorporated Eagle County Question" is defined in Section 2.04(a) hereof. "Unincorporated Garfield County Question" is defined in Section 2.04(a) hereof. "Visitor Benefit Tax" means a visitor benefit tax levied by the Authority in all or any designated portion of a Member in accordance with section 605(1)(i.5) of the Act and Section 7.03 hereof. F. "o-DWINW11 ESTABLISHMENT OF THE AUTHORITY AND INITIAL MEMBERS Section 2.01. Establishment. The Roaring Fork Transportation Authority shall be established as a separate political subdivision and body corporate of the State pursuant to the Act and as a separate legal entity created by a contract among the Initial Members pursuant to the Intergovernmental Relations Statute, effective upon satisfaction of the following conditions: (a) each Initial Member (i) has held at least two public hearings on the subject of this Agreement in accordance with section 603(3) of the Act and (ii) has executed this Agreement (which execution shall constitute a representation by such Initial Member to the other Initial Members that the executing Initial Member has held the public hearings required by section 603(3) of the Act and that the Governing Body of such Initial Member has duly authorized its execution, delivery and performance of this Agreement); (b) this Agreement has been approved by a majority of the registered electors residing within the Initial Boundaries of the Authority who vote in a general election or special election called for such purpose in accordance with section 603(4) of the Act, which, for purposes of the November 7, 2000 election, shall be determined based on the votes cast on the ballot questions approved by the registered electors voting on the ballot questions that approve the participation in the Authority by the Initial Members (determined in accordance with Section 2.05 hereof); and (c) the Director of the Division of Local Government has issued a certificate pursuant to section 603(1) of the Act stating that the Authority has been duly organized according to the laws of the State. Section 2.02. Purpose. The purpose of the Authority is to finance, Construct, operate and maintain an efficient, sustainable and regional multi -modal transportation system at any location or locations within or without the Boundaries of the Authority, subject to compliance with the Act. Section 2.03. Boundaries. The Initial Boundaries of the Authority shall be determined in accordance with Appendix A hereto. Any territory included in the Boundaries of the Authority because the territory is included in the boundaries of a Municipality shall automatically be amended to include any territory annexed to the Municipality. The Town of 02-67662.11 5 Basalt, by executing this Agreement, consents to the inclusion of territory within the Town of Basalt that is within Pitkin County in the Initial Boundaries even if the Town of Basalt is not an Initial Member. Section 2.04. Voter Approval. (a) The Initial Signatories agree to submit ballot questions seeking voter approval of the establishment of the Authority, the baseline funding of the Authority in accordance with Article VII hereof and the "de-Brucing" of certain Authority revenues at an election held on November 7, 2000 that is conducted in accordance with the Act and other applicable law. Six separate questions, which are hereafter referred to by the names indicated below and drafts of which are attached hereto as Appendixes B-1 through B-6, shall be submitted to the registered electors residing within the following described areas within the boundaries of the Initial Signatories: (i) the "Pitkin County Question," a draft of which is attached hereto as Appendix B-1, shall be submitted to the electors of Pitkin County; (ii) the "Glenwood Springs Question," a draft of which is attached hereto as Appendix B-2, shall be submitted to the electors of the City of Glenwood Springs; (iii) the "Carbondale Question," a draft of which is attached hereto as Appendix B-3, shall be submitted to the electors of the Town of Carbondale; (iv) the "Unincorporated Garfield County Question," a draft of which is attached hereto as Appendix B-4, shall be submitted to the electors of the unincorporated area of Garfield County within election precincts 1 through 12; (v) the "Basalt Question," a draft of which is attached hereto as Appendix B-5, shall be submitted to the electors of the Town of Basalt; and (vi) the "Unincorporated Eagle County Question," a draft of which is attached hereto as Appendix B-6, shall be submitted to the electors of the unincorporated area of Eagle County within election precincts 7, 8, 24 and 25. (b) The Governing Body of each of the Initial Signatories named in the name of each ballot question shall take all actions necessary to submit such question to the appropriate electors at the November 7, 2000 election but may modify the ballot question submitted by it in any manner that is not inconsistent with the terms of this Agreement. The designated election official for the Pitkin County Question shall be the Pitkin County Clerk and Recorder. The designated election official for the Glenwood Springs Question, the Carbondale Question and the Unincorporated Garfield County Question shall be the Garfield County Clerk and Recorder. The designated election official for the unincorporated Eagle County Question shall be the Eagle County Clerk and Recorder. The designated election official for the Basalt Question shall be the Clerk of the Town of Basalt. 02-67662.11 6 (c) Each Initial Signatory shall pay the costs of conducting the November 7, 2000 election within its boundaries. For purposes of allocating such costs, costs allocable to electors who reside in a Municipality shall be allocated to the Municipality in which they reside and costs allocable to electors who reside in unincorporated areas shall be allocated to the County in which they reside. Section 2.05. Initial Members. The Initial Signatories whose participation in the Authority is authorized by a majority of the registered electors voting on the ballot questions indicated below shall be the Initial Members of the Authority on the date the Authority is originally established pursuant to this Agreement: (a) Pitkin County, the City of Aspen and the Town of Snowmass Village will be Initial Members if Pitkin County electors approve the Pitkin County Question; (b) the City of Glenwood Springs will be an Initial Member if City of Glenwood Springs electors approve the Glenwood Springs Question; (c) the Town of Carbondale will be an Initial Member if Town of Carbondale electors approve the Carbondale Question; (d) Garfield County will be an Initial Member if the electors in the unincorporated area of Garfield County within election precincts 1 through 12 approve the Unincorporated Garfield County Question; (e) the Town of Basalt will be an Initial Member if Town of Basalt electors approve the Basalt Question; and (f) Eagle County will be an Initial Member if the electors in the unincorporated area of Eagle County within election precincts 7, S, 24 and 25 approve the Unincorporated Eagle County Question. Section 2.06. City of Aspen Visitor Benefits Tax Election. The City of Aspen shall also submit a ballot question to its electors at the November 7, 2000 election seeking voter approval of a 1% City of Aspen visitor benefits tax. At least 50% of the proceeds of such tax shall be used to enable the City of Aspen to partially meet its financial obligations as outlined in this Agreement. ARTICLE III BOARD OF DIRECTORS Section 3.01. Establishment and Powers. The Authority shall be governed by a Board of Directors as described in this Article. The Board shall exercise and perform all powers, privileges and duties vested in or imposed on the Authority. Subject to the provisions of this Agreement, the Board may delegate any of its powers to any Director, Officer, employee or agent of the Authority. 02-67662.11 7 :s F Section 3.02. Directors. The Board shall be composed of one Director appointed by each Member. Section 3.03. Alternate Directors. In addition to the Director appointed by it, each Member shall appoint an Alternate Director who shall be deemed to be such Member's Director for all purposes, including, but not limited to, voting on resolutions whenever the person appointed as such Member's Director is absent from a Board meeting. Section 3.04. Appointment of Directors and Alternate Directors. As required by section 603(2)(b)(I) of the Act, the Director and the Alternate Director appointed by a Member shall both be members of the Governing Body of such Member and shall be appointed as a Director or Alternate Director by the Governing Body of such Member. Section 3.05. Terms of Office. The terra of office of each Director and Alternate Director shall commence with the first meeting of the Board following his or her appointment and shall continue until (a) the date on which a successor is duly appointed or (b) the date on which he or she ceases to be a member of the Governing Body of the appointing Member. Section 3.06. Resignation and Removal. Any Director or Alternate Director (a) may resign at any time, effective upon receipt by the Secretary or the Chair of written notice signed by the person who is resigning; and (b) may be removed at any time by the Governing Body of the Member that appointed him or her, effective upon receipt by the Secretary or the Chair of written notice signed by the Governing Body of the appointing Member. Section 3.07. Vacancies. Vacancies in the office of any Director or Alternate Director shall be filled in the same manner in which the vacant office was originally filled pursuant to Section 3.04 hereof. Section 3.08. Compensation. Directors and Alternate Directors shall serve without compensation, but may be reimbursed for expenses incurred in serving in such capacities upon such terms and pursuant to such procedures as may be established by the Board. Section 3.09. Resolutions and Voting. All actions of the Board shall be by resolution, which may be written or oral. Except as otherwise provided in Section 3.10 hereof, resolutions of the Board shall be adopted upon the affirmative vote at a meeting open to the public of at least two-thirds of the Directors then in office who are eligible to vote thereon voting (which, if all Initial Signatories become Initial Members and no Director is ineligible to vote, will be six of the eight initial Directors). The Authority shall provide at least 48 hours' written notice of meetings to each Director and Alternate Director and to the Governing Body of each Member. Notwithstanding any other provision hereof, a Director shall disqualify himself or herself from voting on any issue with respect to which he or she has a conflict of interest, unless he or she has disclosed such conflict of interest in compliance with sections 18-8-308 and 24-18-101 et seq., Colorado Revised Statutes, as amended. Section 3.10. Special Rules Regarding Adoption of the Authority's Annual Budget. Notwithstanding Section 3.09 hereof, if the Board fails to approve the Authority's annual budget by resolution adopted in, accordance with Section 3.09 hereof by the end of the immediately preceding fiscal year of the Authority or any earlier date required by State law, until an annual 02-67662.11 budget is so adopted, the Authority's budget for such year shall be the prior year's budget, with adjustments approved by a majority of the Directors then in office who are eligible to vote thereon that, in the aggregate, do not exceed the sum of "inflation" and the Authority's "local growth" as determined in accordance with Article X, Section 20(2)(f) and (g) of the Colorado Constitution. The procedures set forth in this Section may be modified by bylaws or rules adopted in accordance with Section 3.12 hereof. Section 3.11. Powers of the Board. The Board shall, subject to the limitations set forth herein, have (a) all powers that may be exercised by the board of directors of a rural transportation authority pursuant to the Act, including, but not limited to, the powers conferred by section 604(3) of the Act, and (b) all powers that may be exercised by the governing board of a separate legal entity created by a contract among the Members pursuant to the Intergovernmental Relations Statute. Section 3.12. Bylaws and Rules. The Board, acting by resolution adopted as provided in Section 3.09 hereof, may adopt bylaws or rules governing the activities of the Authority and the Board, including, but not limited to, bylaws or rules governing the conduct of Board meetings, voting procedures, the type of resolutions that must be in writing and procedures for the resolution of issues on which a two-thirds majority cannot be obtained in accordance with Section 3.09 hereof. Section. 3.1.3. Additional Directors. If at any time there are fewer than four Members, then, notwithstanding any other provision hereof, in order to comply with the provisions of section 603(2)(b)(I) of the Act requiring at least five Directors, each Member shall appoint an additional Director and an Alternate Director for such Director, all references herein to the Director and AIternate Director of a Member shall be deemed to refer to the initial and the additional Director and Alternate Director, as appropriate, appointed by such Member. ARTICLE IV ADVISORY COMMITTEES The Board shall appoint and maintain a Citizen Advisory Committee to advise the Board with respect to policy and service matters. The Board may also appoint other Advisory Committees to advise the Board, The members of the Citizen Advisory Committee shall not be Directors, Alternate Directors or Officers of the Authority. The members of Advisory Committees other than the Citizen Advisory Committee may include Directors, Alternate Directors and Officers of the Authority. Advisory Committees shall not be authorized to exercise any power of the Board. ARTICLE V OFFICERS Section 5.01. Generally. The Board shall appoint a Chair, a Vice Chair, a Secretary, a Treasurer and an Executive Director. The Board also may appoint one or more subordinate officers and agents, each of whom shall hold his or her office or agency for such term and shall 02-67662.11 9 have such authority, powers and duties as shall be determined from time to time by the Board. The Chair and the Vice Chair shall be Directors. Other Officers may, but need not, be Directors. Any two or more of such offices may be held by the same person, except that the offices of Chair and Secretary may not be held by the same person and the person serving as Executive Director may not hold any other of such offices. All Officers of the Authority shall be persons of the age of 18 years or older and shall meet the other qualifications, if any, stated for his or her office elsewhere in this Article. Section 5.02. Chair. The Chair shall have the power to call meetings of the Board; the power to execute, deliver, acknowledge, file and record on behalf of the Authority such documents as may be required by this Agreement, the Act or other applicable law; and such other powers as may be prescribed from time to time by the Board. The Chair may execute and deliver contracts, deeds and other instruments and agreements on behalf of the Authority as are necessary or appropriate in the ordinary course of its activities or as are duly authorized or approved by the Board. The Chair shall have such additional authority, powers and duties as are appropriate and customary for the office of the chair of the board of directors of entities such as the Authority, and as the Board may otherwise prescribe. Section 5.03. Vice Chair. The Vice Chair shall be the Officer next in seniority after the Chair and, upon the death, absence or disability of the Chair, shall have the authority, powers and duties of the Chair. The Vice Chair shall have such additional authority, powers and duties as are prescribed by the Board. Section 5.04. Secretary. The Secretary shall give, or cause to be given, notice of all meetings (including special meetings) of the Board, keep written minutes of such meetings, have charge of the Authority's seal, be responsible for the maintenance of all records and files and the preparation and filing of reports to governmental agencies (other than tax returns), have authority to impress or affix the Authority's seal to any instrument requiring it (and, when so impressed or affixed, it may be attested by his or her signature), and have such other authority, powers and duties as are appropriate and customary for the office of Secretary of entities such as the Authority, and as the Board may otherwise prescribe. If a Treasurer has not been appointed, the Secretary shall also serve as Treasurer and may use the title of Treasurer in performing the functions of Treasurer. Section 5.05. Treasurer. The Treasurer shall, subject to rules and procedures established by the Board, be responsible for the custody of the fiends and all stocks, bonds and other securities owned by the Authority and shall be responsible for the preparation and filing of all tax returns, if any, required to be filed by the Authority. The Treasurer shall receive all moneys paid to the Authority and, subject to any limits imposed by the Board or the Chair, shall have authority to give receipts and vouchers, to sign and endorse checks and warrants in the Authority's name and on the Authority's behalf, and to give full discharge for the same. The Treasurer shall also have charge of disbursement of the funds of the Authority, shall keep full and accurate records of the receipts and disbursements, and shall deposit all moneys and other valuables in such depositories as shall be designated by the Board. The Treasurer shall deposit and invest all funds of the Authority in accordance with this Agreement and laws of the State applying to the deposit and investment of funds of rural transportation authorities formed under the Act. The Treasurer shall have such additional authority, powers and duties as are appropriate 02-67662.11 10 and customary for the office of Treasurer of entities such as the Authority, and as the Board may otherwise prescribe. If a Treasurer has not been appointed, the Secretary shall also serve as Treasurer and may use the title of Treasurer in performing the functions of Treasurer. Section 5.06. Executive Director. The Executive Director shall be the chief executive officer of the Authority, shall supervise the activities of the Authority, shall see that all policies, directions and orders of the Board are carried out and shall, under the supervision of the Board, have such other authority, powers or duties as may be prescribed by the Board. Section 5.07. Resignation and Removal. Any Officer may resign at any time effective upon receipt by the Secretary or the Chair of written notice signed by the person who is resigning, and may be removed at any time by the Board. Section 5.08. Changes to Authority, Powers and Duties. Notwithstanding any other provision of this Article, the Board at any time may expand, limit or modify the authority, powers and duties of any Officer. Section 5.09. Vacancies. Vacancies in the office of any Officer shall be filled in the same manner in which such office was originally filled. Section 5.10. Compensation. The Authority may compensate Officers who are not Directors or Alternate Directors for services performed, and may reimburse them for expenses incurred, in serving in such capacities upon such terms and pursuant to such procedures as may be established by the Board. ARTICLE VI POWERS OF THE AUTHORITY Section 6.01. General Grant of Powers. The Authority shall, subject to the limitations set forth herein, have (i) all powers granted by the Act to rural transportation authorities and (ii) all powers that may be exercised by a separate legal entity created by a contract among the Members pursuant to the Intergovernmental Relations Statute. Such powers shall include, but shall not be limited to: (a) the specific powers described in section 605 of the Act; (b) the power to establish Rural Transportation Activity Enterprises in accordance with section 606 of the Act; (c) the power to establish local improvement districts in accordance with section 608 of the Act; (d) the power to issue Bonds in accordance with section 609 of the Act; (e) the power to cooperate with any Person as provided in section 610 of the Act; 02-67662.11 11 (fl the power to invest or deposit funds as provided in section 616 of the Act; (g) the power to petition for a judicial examination and determination of any power, act, proceeding or contract of the Authority as provided in section 620 of the Act. Section 6.02. Specific Responsibilities. In addition to the general powers described in Section 6.01 hereof, the Authority shall have the responsibilities described in this Section and shall have all powers necessary or convenient to carry out such responsibilities, subject to the availability of funds and, to the extent required by law, annual appropriation of funds by the Board. The description of specific responsibilities and powers in this Section shall not, however, limit the general powers of the Authority described in Section 6.01 hereof. (a) Regional Transit Services. The Authority shall use its best efforts to provide the Regional Transit Services described in Appendix C hereto. (b) Contract Transit Services. The Authority may enter into contracts with any Member or other Person for the provision of transit services in the manner and subject to the terms of such contracts. (c) Regional Transportation Planning. The Authority shall provide regional transportation planning services needed to plan and direct the Authorized Transportation Projects, pursue federal funding and coordinate overall transportation policy within the area in which it provides Regional Transit Services. Regional transportation planning shall, as determined by the Board, include short range service planning as well as long range planning, corridor investment studies and related environmental impact analysis, (d) Funding far Maintenance of the Denver Rio Grande Right -of -Way. The Authority shall provide funding for the maintenance of the Denver Rio Grande Right -of - Way until it is transferred to the Authority. (e) Funding for Construction and Maintenance of Regional Trails. The Authority shall provide funding for the construction of regional trails in cooperation with Members, RFRHA or other Persons. (f) Local Service. The Authority may fund Authorized Transportation Projects that serve the residents and businesses of a Member (as distinguished from regional services) but, except as otherwise specifically provided herein, only pursuant to an agreement pursuant to which such Member pays the Authority for the services provided on the same fully allocated cost basis used to determine costs of Authority services throughout the Authority's service area. Section 6.03. Limitations on Powers of the Authority. Notwithstanding Sections 6.01 and 6.02 hereof, the powers of the Authority shall be limited as follows: (a) the Authority may only finance, Construct, operate and maintain Authorized Transportation Projects; 02-67662.11 12 (b) the Authority shall not finance rail construction unless and until the electors of the Authority, or of the area of the Authority in which the funding is to be generated, specifically approve such financing; (c) Advisory Committees may only be appointed and may only exercise the powers as provided in Article IV hereof, (d) no action to establish or increase a tax or to create a multiple fiscal year debt or other financial obligation that is subject to section 20(4)(b) of article X of the State Constitution shall take effect unless first submitted to a vote in accordance with section 612 of the Act; (e) Visitor Benefit Taxes may be levied only in accordance with Section 7.03 hereof, (f) the Board shall deliver notice of any proposal to establish, increase or decrease any tax to any County or Municipality where the proposed tax or fee would be imposed in accordance with section 613 of the Act; and (g) a notice of the imposition of or any increase in any fee or tax or the issuance of Bonds shall be sent to the Division of Local Government and shall be filed with the State Auditor and the State Transportation Commission in accordance with section 614 of the Act. ARTICLE VII FUNDING THE AUTHORITY Section 7.01. Baseline Funding. The baseline funding of the Authority shall be provided from the following sources: (a) Initial Authority Sales Tax. The Initial Authority Sales Tax shall, upon satisfaction of the conditions stated below, be imposed at the following rates in the following areas within the Boundaries of the Authority: (i) 0.4% in the City of Glenwood Springs if City of Glenwood Springs electors approve the Glenwood Springs Question; (ii) 0.4% in the Town of Carbondale if Town of Carbondale electors approve the Carbondale Question; (iii) 0.4% in the unincorporated area of Garfield County within election precincts 1 through 12 if the electors in the unincorporated area of Garfield County within precincts 1 through 12 approve the Unincorporated Garfield County Question; and (iv) 0.2% in the Town of Basalt if Town of Basalt electors approve the Basalt Question. 02-67562.11 13 (b) Eagle County 0.5% Transportation Sales Tax. Eagle County shall pay to the Authority the proceeds of the Eagle County 0.5% Transportation Sales Tax accrued on and after January 1, 2001 that are collected in the portion of Eagle County within the Town of Basalt and the unincorporated area of Eagle County within election precincts 7, 8, 24 and 25 if the electors of unincorporated Eagle County within election precincts 7, 8, 24 and 25 approve the Unincorporated Eagle County Question. To the extent required by law, the obligation of Eagle County to make such payments may be subject to annual appropriation by the Board of County Commissioners of Eagle County. (c) Pitkin County Transportation Sales Taxes. Pitkin County shall pay to the Authority an amount equal to the proceeds of a tax rate of 0.7215% from the proceeds of the Pitkin County Transportation Sales Taxes accrued on and after January 1, 2001 if the electors of Pitkin County approve the Pitkin County Question, subject to the following: (i) The obligation of Pitkin County to make such payments shall be subordinate to any obligation Pitkin County has or may have for debt secured by the Pitkin County Transportation Sales Taxes. However, Pitkin County will only issue additional debt secured by the Pitkin County Transportation Sales Taxes if the maximum annual debt service on all of the debt to be secured by the Pitkin County Transportation Sales Taxes is less than the annual amount of Pitkin County Transportation Sales Taxes retained by Pitkin County after its payments to the Authority under this subsection during the immediately preceding year. (ii) In consideration of the transfer to the Authority of the assets financed by such bonds pursuant to Section 8.02 hereof, the amounts required to pay the debt service on the Pitkin County bonds described in Appendix D hereto shall be netted from the payments to be made by Pitkin County to the Authority pursuant to this subsection. (iii) If and to the extent the Authority and Pitkin County so agree, if Pitkin County issues additional bonds for the benefit of the Authority pursuant to Section 7.07 hereof, the debt service on those bonds also may be netted from the payments to be made by Pitkin County to the Authority pursuant to this subsection. (iv) If Pitkin County and the City of Aspen (acting jointly) decide to provide the services described in Section 8.04(d) hereof directly, an amount equal to the proceeds of a tax rate of 0.0496% from the Pitkin County Transportation Sales Taxes will be netted from payments to be made by Pitkin County to the Authority pursuant to this subsection. (d) Rationale for Different Funding from Different Areas. The rationale for the different funding levels from different areas within the Initial Boundaries of the Authority is set forth in Appendix E hereto. 02-67662.11 14 Section 7.02. Additional Authority Sales Taxes. (a) The Authority may levy Authority Sales Taxes in addition to the Initial Authority Sales Tax upon compliance with the provisions of the Act, including the approval by the electors residing throughout the area in which such taxes are to be levied as required by Section 6.03(d) hereof and section 612 of the Act. Any such additional Authority Sales Taxes may, as permitted by the Act, be levied in all or any designated portion of the Members and at the same or different rates in different designated portions of the Members. (b) At the request of a Member and upon compliance with the provisions of the Act, including approval by the electors residing within the area in which such taxes are to be levied as required by Section 6.03(d) hereof and section 612 of the Act, and approval of the Board, the Authority shall levy an additional Authority Sales Tax at the rate (up to the limits of the Act) and in all or any designated portion of the Member specified by such Member for the purpose of funding Authorized Transportation Projects specified by such Member that serve the residents and businesses of such Member or the residents and businesses of such designated portion of such Member. Section 7.03. Visitor Benefit Tax. A Visitor Benefit Tax may be levied only: (a) at the request of the Member in whose territory such tax is to be levied; (b) at the rate or rates and in all or the portion of the territory of such Member as specified by such Member; (c) upon compliance with the provisions of this Agreement and the Act, including approval by the electors residing within the area in which such taxes are to be levied as required by Section 6.03(d) hereof and section 61.2 of the Act and the limitations on the use of the revenue derived from the Visitor Benefit Tax under section 605(1)(1.5) of the Act; (d) upon approval of the Board; and (e) for the purpose of funding Authorized Transportation Projects designated by such Member. Section 7.04. Discretionary Member Contributions. A Member may, at its sole discretion, offer to make cash contributions to the Authority, provide in-kind services to the Authority or pay costs that otherwise would have been paid by the Authority (referred to as a "Discretionary Member Contribution"). If a Member offers to make a Discretionary Member Contribution, the Authority will, subject to Board approval on a case-by-case basis, make a good faith effort to provide additional transportation services within the boundaries of such Member with a value, or grant such Member a credit against other contributions or contract service payments to the Authority by or on behalf of such Member, in an amount equal to the Discretionary Member Contribution. 02-67662.11 15 Section 7.05. Mitigation of Development Impacts. The Members acknowledge that development occurring within their jurisdictions will, in most cases, have an impact upon local and regional traffic congestion and that, moreover, transit service is one means for mitigating such impacts. Accordingly, Members shall evaluate and may choose to mitigate the traffic impacts of new development within their jurisdictions and/or specifically mitigate impacts upon regional transit services. Such mitigation for regional transit service shall be determined using a consistent methodology established by the Authority based on the rational nexus between development impacts and transportation services. Members shall have sole discretion regarding how such mitigation is implemented through such means as ordinance -based transit impact fees, conditions of approval imposed upon individual development projects, or other mechanisms. Funds derived from such mitigation may be remitted to the Authority to offset capital costs and outlays associated with providing regional transit services to the Member. Section 7.06. Pursuit of Grants. The Authority shall actively pursue federal, State and other grants to support its activities, including grants for offsetting operating and capital costs, long range planning and environmental review, and major capital improvements. The Authority shall also cooperate and assist Members in their pursuit of federal and State grants for transportation projects. Section 7.07. Capital Projects and Bonds. The Authority may fund the initial capital program described in Appendix F hereto and additional capital projects by the issuance of Authority Bonds if voter approval is obtained for the issuance of such Bonds as required by Section 6.03(d) hereof and section 612 of the Act; through lease -purchase agreements or other arrangements permitted by, and subject to compliance with the applicable provisions of, State and federal law; or through one or more agreements with one or more Members, including, but not limited to, agreements with Pitkin County under which Pitkin County issues its bonds to fund capital projects for the benefit of the Authority and the amount paid to the Authority by Pitkin County pursuant to Section 7.01(c) hereof is reduced by the amount of the debt service on the Pitkin County bonds. Section 7.08. Pitkin County Intergovernmental Agreement. The City of Aspen, Pitkin County and the Town of Snowmass Village shall enter into an intergovernmental agreement that distributes the portion of the Pitkin County Transportation Sales Taxes not committed to the Authority for funding local services in the City of Aspen and the Town of Snowmass Village. Section 7.09. No Implied Limits on Powers. Except as otherwise specifically provided, no provision of this Article shall limit the Authority's powers under the Act. ARTICLE VIII REORGANIZATION OF RFTA AND RFRHA AND LEVEL OF SERVICE Section 8.01. Reorganization Plan. If Pitkin County electors approve the Pitkin County Question, the Members will use their best efforts to reorganize RFTA and RFRHA in accordance with this Article. If Pitkin County electors do not approve the Pitkin County Question, this Article will be ineffective. 02-67662.11 16 Section 8.02. Reorganization of RFTA. RFTA will be reorganized and merged into the Authority in accordance with this Section within an 18 month period of time commencing with the formation of the Authority (the "RFTA Transition Period"). During the RFTA Transition Period: (a) The Authority will assume responsibility for the services provided by RFTA and the operating revenues of RFTA (as distinguished from the contributions to RFTA by its members) will become Authority revenues no later than January 1, 2 00 1. (b) For the purpose of continuity, Directors of the Authority appointed by each Initial Member will also serve as such Member's director on the Board of Directors of RFTA during the RFTA Transition Period. (c) During the RFTA Transition Period the Authority, either directly or by contract with RFTA, Pitkin County, or others, will use its best efforts to (i) maintain the existing transit services as described in Section 8.04 (a), (c) and (d) hereof; and (ii) accommodate Member requests for additional or new local services on the same fully allocated cost basis used to determine costs of Authority services throughout the Authority's service area. (d) At the end of the RFTA Transition Period RFTA's Board of Directors will dissolve and RFTA's administrative structure, employment contracts, and operations shall merge with the Authority to the extent they have not already done so. (e) The Authority and RFTA shall, as a first priority, use their best efforts to agree on a Transition Plan that conforms to the terms set forth in this Section and that specifies how merger issues, including those related to human resources, employee benefits, insurance, transfer of RFTA assets, contractual relationships (e.g., with Pitkin County and the City of Aspen) and matters concerning the allocation of operating and capital costs and resources, will be resolved. Transition will be deemed complete when all issues set forth in the Transition Plan have been addressed to the satisfaction of the Board. The Transition Plan shall include the following terms: (i) Title to the assets of RFTA, including, but not limited to, those described in Appendix G hereto (which does not include real property), will, subject to the terms of the Transition Plan, be transferred to the Authority at the conclusion of the RFTA Transition Period. The assets of RFTA that constitute real property will, subject to the terms of the Transition Plan, be made available to the Authority for its use through a long-term lease or other secure instrument, for transit and transportation purposes. (ii) RFTA employees shall retain existing employee benefits (e.g., pension plan) or their equivalent. To preserve these existing employee benefits, it may be desirable for existing employees to remain employees of Pitkin County. As such, the Authority could choose to contract with Pitkin County for personnel required to staff and operate the Authority. 02-67662.11 17 (iii) Liabilities of RFTA shall, to the extent permitted by laws, be assumed by and become the liabilities of the Authority no later than the end of the RFTA Transition Period, to the extent and in the manner provided in the Transition Plan. (iv) The Authority will enter into -contracts for transit services provided to the City of Aspen and the City of Glenwood Springs no later than the end of the RFTA Transition Period. Other service contracts, such as the Aspen Skiing Company skier shuttle service contract, will be assigned to the Authority by RFTA by the end of the RFTA Transition Period. (v) Policy-making regarding transit service (e.g., adoption of a revised Transit Development Plan, service changes, and major capital expenditures) shall be the purview of the Authority and RFTA shall not have such policy-making authority as of the date the Authority is formed. Section 8.03. Reorganization of RFRHA. RFRHA will be reorganized in accordance with this Section. During the period from the date the Authority is formed until the reorganization of RFRHA is complete (the "RFRHA Transition Period"): (a) All regional transportation planning functions (excluding access issues), including management of the ongoing Corridor investment Study, will be transferred to the Authority and the RFRHA Board of Directors will no longer have policy control of these planning functions. (b) The Authority shall have approval rights over the RFRHA annual operating budget and shall remit Authority funds to RFRHA to meet the obligations in the approved budget. (c) RFRHA will continue to provide access to, administration of and physical maintenance for the Denver Rio Grande Right -of -Way, maintenance of the conservation value of the right-of-way, pursue construction of regional trails through the right-of-way and protect public ownership of the right-of-way. (d) Other financial obligations and assets of RFRHA related to acquisition of the Denver Rio Grande Right -of -Way shall remain with RFRHA unless and until the Denver Rio Grande Right -of Way may be transferred to the Authority. (e) The Denver Rio Grande Right -of -Way shall, subject to compliance with contractual, legal and other requirements applicable thereto, transfer from RFRHA to the Authority, and the reorganization of RFRHA will be deemed to be complete, if and when the Authority notifies RFRHA that the Authority intends to use the right-of-way for an Authorized Transportation Project other than trails for which funding has been approved by the electors as required by Section 6.03(d) hereof and section 612 of the Act. Section 8.04. Maintenance of Effort. The Authority shall, regardless of the reorganization process, term of the RFTA Transition Period or RFRHA Transition Period or any 02-67662.11 18 other event, use its best efforts to assure continuity of existing regional and local transit service and ongoing transportation planning efforts, including, but not limited to, the following: (a) Continuation of (i) the existing transit services provided by RFTA within the territory of the Initial Members as set forth in RFTA's 2000 budget without any significant change in routes, schedules or equipment during the RFTA Transition Period and (ii) additional or new services negotiated during the RFTA Transition Period pursuant to Section 8.02(c)(ii) hereof. For purposes of clause (i), a significant change in a route or schedule shall mean a 5% reduction in service hours for service provided between two locations. (b) Local funding for regional transportation planning, specifically the completion of the Corridor Investment Study, shall be provided by the Authority in an amount needed to complete the same in an expeditious manner in concert with the federal and State sponsors of and participants in the effort. (c) Funding of trunk service up the Brush Creek Road corridor pursuant to a contract between the Authority and the Town of Snowmass Village. (d) Continuation of senior van service in Pitkin County and transit service to Woody Creek and the Maroon Bells, with service provided at the current levels unless Pitkin County agrees to a change in such service. Pitkin County and the City of Aspen (acting jointly) also may decide to provide such services directly. If they do so decide, the payments to be made by Pitkin County pursuant to Section 7.01(c) hereof shall be reduced as described in that subsection. (e) Financial assistance for paratransit services in the area within the Boundaries of the Authority in addition to the senior van service in Pitkin County at a level of at least $25,000 per year or a higher level determined by the Board from time -to - time based on available resources and implementation of the Authority's overall service plan. (f) As required by the terms of the ballot question of November 7, 1995 approving the Eagle County 0.5% Transportation Sales Tax, a minimum of 10% of the proceeds of the Eagle County 0.5% Transportation Sales Tax paid to the Authority pursuant to Section 7.01(b) hereof shall be used for trails construction and maintenance within Eagle County election precincts 7, 8, 24 and 25. Section 8.05. Aspen Local Service. If the City of Aspen ballot question described in Section 2.06 hereof is not approved at the November 7, 2000 election and no other local transportation tax is approved by City of Aspen electors by the end of the RFTA Transition Period (defined in Section 8.02 hereof), notwithstanding any other provision hereof: (a) at the end of the RFTA Transition Period, one-third of RFTA's unreserved fund balance as of December 31, 2000 shall be transferred to the City of Aspen to fund transit capital replacement costs; and 02-67662.11 19 (b) the Authority shall, for a seven-year period from the end of the RFTA Transition Period, provide a credit to the City of Aspen against payments otherwise due from the City of Aspen under a contract with the Authority for local transit service within the City of Aspen on a monthly basis in an amount equal to the revenues generated by a sales tax rate of 0.085% applied to the taxable retail sales within the City of Aspen. ARTICLE IX Section 9.01. Initial Members. The Initial Members shall be the Initial Signatories whose participation in the Authority is approved at the November 7, 2000 election as described in Section 2.05 hereof. Section 9.02. Withdrawal of Initial Members. (a) An Initial Member may withdraw from the Authority only if: (i) the Pitkin County Question or the Glenwood Springs Question is not approved at the November 7, 2000 election; and (ii) on or before November 28, 2000, the Governing Body of such Initial Member adopts a resolution or ordinance, and delivers written notice to all the other Initial Members, stating that such Initial Member has withdrawn from the Authority. (b) If an Initial Member withdraws from the Authority pursuant to subsection (a) of this Section: (i) the territory within the boundaries of such Initial Member will be excluded from the Boundaries of the Authority, except that territory within the Town of Basalt that is within Pitkin County shall remain within the Boundaries of the Authority if Pitkin County is an Initial Member and does not withdraw pursuant to subsection (a) of this Section; (ii) the Initial Authority Sales Tax that otherwise would have been levied within the boundaries of such Initial Member shall not be levied; and (iii) the obligations of such Initial Member set forth in this Agreement shall terminate. (c) Members may only withdraw from the Authority in the manner, and subject to the conditions, set forth in this Section. In particular, but not by way of limitation, none of the Initial Signatories may withdraw from the Authority if all six ballot questions described in Section 2.04(a) hereof are approved by the registered electors. 02-67662.11 20 Section 9.03. Additional Members. The State, acting through the State Transportation Commission, or any County or Municipality or portion thereof which is not an Initial Member of the Authority, may become a Member (for purposes of this Section, a "new Member") effective upon (a) the adoption of a resolution of the Board in accordance with Section 3.09 hereof, the effectiveness of which may be conditioned upon compliance by such new Member with any conditions which the Board, in its sole discretion, sees fit to impose; (b) such new Member's (i) compliance with all conditions to its admission as a Member imposed by the Board, (ii) compliance with all conditions to its entering into this Agreement or admission as a Member imposed under the Act and the Intergovernmental Relations Statute and (iii) adoption and execution of this Agreement in accordance with applicable law; (c) unless the new Member is the State, approval of such new Member's participation in the Authority by the electors residing within the territory of the new Member that is to be included in the Boundaries of the Authority; and (d) compliance with any other conditions to the admission of such new Member as a Member or its execution of this Agreement imposed under the Act, the Intergovernmental Relations Statute or other applicable law. ARTICLE X TERM AND DISTRIBUTION OF ASSETS UPON TERMINATION Section 10.01. Effective Date. The term of this Agreement shall begin when all the conditions to the establishment of the Authority set forth in Section 2.01 hereof have been satisfied. Section 10.02. Termination. The term of this Agreement shall end when all the Members agree in writing to terminate this Agreement; provided, however, that this Agreement may not be terminated so long as the Authority has any Bonds outstanding. Section 1.0.03. Distribution of Assets Upon Termination. Upon termination of this Agreement pursuant to Section 10.02 hereof, after payment of all Bonds and other obligations of the Authority, the net assets of the Authority shall be distributed to the parties who are Members at such time in proportion to the sum of (a) the amount of cash and the value of property and services contributed by them to the Authority pursuant to Article VII and VIII hereof minus the amount of cash and the value of property previously distributed to them by the Authority and (b) the amount of Authority taxes or other charges (other than fares) paid by their residents to the Authority pursuant to the Authority's exercise of the powers granted to it pursuant to the Act, with taxes or other charges paid by residents of areas of Counties which are also located within a Municipality allocated 100% to the Municipality for such purposes. ARTICLE XI DEFENSE OF DIRECTORS, OFFICERS, MEMBERS OF ADVISORY COMMITTEES AND EMPLOYEES The Authority shall insure and defend each Director, Officer, member of an Advisory Committee and employee of the Authority in connection with any claim or actual or threatened suit, action or proceeding (civil, criminal or other, including appeals), in which he or she may be 02-67662.11 21 involved in his or her official capacity by reason of his or her being or having been a Director, Officer, member of a Committee or employee of the Authority, or by reason of any action or omission by him or her in such capacity. The Authority shall insure and defend each Director, Officer, member of a Committee and employee of the Authority against all liability, costs and expenses arising from any such claim, suit or action, except any liability arising from criminal offenses or willful misconduct or gross negligence. The Authority's obligations pursuant to this Article shall be Iimited to funds of the Authority available for such purpose, including but not necessarily limited to insurance proceeds. The Board may establish specific rules and procedures for the implementation of this Article. ARTICLE XII AMENDMENTS Section 12.01. Amendments Generally. Except as otherwise specifically provided in Sections 12.02, 12.03 and 12.04 hereof, this Agreement may be amended only by resolution of the Board. Section 12.02. Amendments to Boundaries. Notwithstanding Section 12.01 hereof, Appendix A hereto and the definition of `Boundaries" may be amended by (a) a resolution of the Board and (b) the approval of the Governing Body of each Member, any portion of whose territory is either added to or removed from the Boundaries of the Authority. For purposes of this Section, territory of a Member that is a Municipality shall include territory within such Municipality's boundaries or within such Municipality's comprehensive planning area of influence as established as of the date first set forth above, but shall not include any territory which has previously been included within the incorporated boundaries of another Municipality. Section 12.03. Modification of Appendices B-1 through B-6. Notwithstanding any other provision hereof, any ballot question attached hereto as Appendix B-1 through B-6 may be modified by the Governing Body of the Initial Signatory responsible for submitting such ballot question to the electors as provided in Section 2.04 hereof. Section 12.04. Amendments to Pitkin County and Eagle County Funding Commitments. Notwithstanding Section 12.01 hereof, (a) the last sentence of Section 7.01(b) hereof or Section 8.04(f) hereof may not be amended without the approval of the Governing Body of Eagle County and (b) Section 7.01(c)(i) and (ii) hereof shall not be amended without the approval of the Governing Body of Pitkin County. ARTICLE XIII MISCELLANEOUS Section 13.01. Adoption and Execution of Agreement in Accordance with Law. Each Initial Signatory hereby represents to each other Initial Signatory that it has adopted and executed this Agreement in accordance with applicable law. Section 13.02. Parties in Interest. Nothing expressed or implied herein is intended or shall be construed to confer upon any Person other than the Initial Signatories and the Members 02-67662.11 22 any right, remedy or claim under or by reason of this Agreement, this Agreement being intended to be for the sole and exclusive benefit of the Initial Signatories and the Members. Section 13.03. No Personal Liability. No covenant or agreement contained in this Agreement or any resolution or Bylaw issued by the Board shall be deemed to by the covenant or agreement of an elected or appointed official, officer, agent, servant or employee of any Member in his or her individual capacity. Section 13.04. Notices. Except as otherwise provided in this Agreement, all notices, certificates, requests, requisitions or other communications by the Authority, any Member, any Director, any Alternate Director, any Officer or any member of a Committee to any other such person pursuant to this Agreement shall be in writing; shall be sufficiently given and shall be deemed given when actually received, in the case of the Authority and officers of the Authority, at the last address designated by the Authority for such purpose and, in the case of such other persons, at the last address specified by them in writing to the Secretary of the Authority; and, unless a certain number of days is specified, shall be given within a reasonable period of time. Section 13.05. Assignment. None of the rights or benefits of any Member may be assigned, nor may any of the duties or obligations of any Member be delegated, without the express written consent of all the Members. Section 13.06. Severability. If any clause, provision, subsection, Section or Article of this Agreement shall be held to be invalid, illegal or unenforceable for any reason, the invalidity, illegality or enforceability of such clause, provision, subsection, Section or Article shall not affect any of the remaining provisions of this Agreement. Section 13.07. Interpretation. Subject only to the express limitations set forth herein, this Agreement shall be liberally construed (a) to permit the Authority and the Members to exercise all powers that may be exercised by a rural transportation authority pursuant to the Act and by a separate legal entity created by a contract among the Members pursuant to the Intergovernmental Relations Statute; (b) to permit the Members to exercise all powers that may be exercised by them with respect to the subject matter of this Agreement pursuant to the Act, the Intergovernmental Relations Statute and other applicable law; and (c) to permit the Board to exercise all powers that may be exercised by the board of directors of a rural transportation authority pursuant to the Act and by the governing body of a separate legal entity created by a contract among the Members pursuant to the Intergovernmental Relations Statute. In the event of any conflict between the Act, the Intergovernmental Relations Statute or any other law with respect to the exercise of any such power, the provision that permits the broadest exercise of the power consistent with the limitations set forth in this Agreement shall control. Section 13.08. Governing Law. The laws of the State shall govern the construction and enforcement of this Agreement. Section 13.09. Counterparts. This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be an original; but such counterparts shall together constitute but one and the same Agreement. 02-67662.11 23 ATTEST: Clerk SIGNATURE PAGE to ROARING FORK TRANSPORTATION AUTHORITY INTERGOVERNMENTAL AGREEMENT Dated as of September 12, 2000 CITY OF ASPEN, COLORADO Name Title 02-67662.11 24 ATTEST: Clerk SIGNATURE PAGE to ROARING FORK TRANSPORTATION AUTHORITY INTERGOVERNMENTAL AGREEMENT Dated as of September 12, 2000 TOWN OF BASALT, COLORADO Name Title 02-67662.11 25 ATTEST: Clerk SIGNATURE PAGE to ROARING FORK TRANSPORTATION AUTHORITY INTERGOVERNMENTAL AGREEMENT Dated as of September 12, 2000 TOWN OF CARBONDALE, COLORADO By Name Title 02-67662.11 26 SIGNATURE PAGE to ROARING FORK TRANSPORTATION AUTHORITY INTERGOVERNMENTAL AGREEMENT Dated as of September 12, 2000 EAGLE COUNTY, COLORADO By Name C . '-� a K) c -- Title } (�tih Ett-L\� u. c _ -- 02-67662.11 27 ATTEST: Clerk SIGNATURE PAGE to ROARING FORK TRANSPORTATION AUTHORITY INTERGOVERNMENTAL AGREEMENT Dated as of September 12, 2000 GARFIELD COUNTY, COLORADO M Name Title 02.67662.11 28 ATTEST: Clerk SIGNATURE PAGE to ROARING FORK TRANSPORTATION AUTHORITY INTERGOVERNMENTAL AGREEMENT Dated as of September 12, 2000 CITY OF GLENWOOD SPRINGS, COLORADO N Name Title 02-67662.11 29 SIGNATURE PAGE to ROARING FORK TRANSPORTATION AUTHORITY INTERGOVERNMENTAL AGREEMENT Dated as of September 12, 2000 ATTEST: PITKIN COUNTY, COLORADO Clerk Name Title G2-67662.11 30 ATTEST: Clerk SIGNATURE PAGE to ROARING FORK TRANSPORTATION AUTHORITY INTERGOVERNMENTAL AGREEMENT Dated as of September 12, 2000 TOWN OF SNOWMASS VILLAGE, COLORADO Name Title 02-67662.11 31 AGREEMENT OF ROARING FORK TRANSIT AGENCY The Roaring Fork Transit Agency hereby agrees to- the provisions of Sections 8.01, 8.02 and 8.04 of the Roaring Fork Transportation Authority Intergovernmental Agreement dated as of September 12, 2000. ROARING FORK TRANSIT AGENCY 02-67662.11 32 AGREEMENT OF ROARING FORK RAILROAD HOLDING AUTHORITY The Roaring Fork Railroad Holding Authority hereby agrees to the provisions of Sections 8.01, 8.03 and 8.04 of the Roaring Fork Transportation Authority Intergovernmental Agreement dated as of September 12, 2000. ROARING FORK RAILROAD HOLDING AUTHORITY 10 02-67662.11 33