HomeMy WebLinkAboutC97-282 Denver and Rio Grande Western Railroad Right-of-Way IGA8 r'972Rzos
THIS INTERGOVERNMENTAL AGREEMENT (the "Agreement") is made this
day of JU r\e , 1997, by and between Pitkin County, Eagle
County, the City of Glenwood Springs, the City of Aspen, the Town of Carbondale, the -Town
of Basalt, and the Town of Snowmass Village (the "Governments").
This Agreement is entered into, inter alis, pursuant to Section 29-1-201, et seg.,
C.R.S., and Article XIV, Section 10, of the Colorado Constitution.
WHEREAS, the Governments are duly constituted governmental entities governed by
Boards or Councils elected by qualified electors of the counties, cities and towns mentioned
above, all of which are located in Colorado; and,
WHEREAS, the Governments, desirous of cooperating in the purchase and ownership
of a portion of what is known as the Aspen Branch of the Denver and Rio Grande Western
Railroad right-of-way (the "Property"), did enter into an Intergovernmental Agreement dated
December 31, 1994, to create the Roaring Fork Railroad Holding Authority. The purchase
will satisfy the mutual, immediate goal of retaining the Property for the good of the general
public, and will allow for the development of a comprehensive plan for the highest and best
public use of the Property. The primary use for the Property under this future plan shall be as
a public transportation corridor. Secondary uses can include recreational opportunities and
access to adjacent public lands, provided that these secondary uses do not preclude the primary
use as a public transportation corridor; and,
WHEREAS, on December 22, 1995, a Letter of Intent was executed by representatives
of the Southern Pacific Transportation Company and the Roaring Fork Railroad Holding
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Authority setting forth the general terms and conditions under which the owner of the Property
would be willing to sell the Property; and,
WHEREAS, on October 3, 1996, the Southern Pacific Transportation Company, as
Seller, and the Roaring Fork Railroad Holding Authority, as Purchaser, entered into a
Purchase and Sale Agreement for the Property, specifically conditioned on the Roaring Fork
Railroad Holding Authority's ability to raise $8,500,000.00 to purchase the Property; and,
WHEREAS, the Roaring Fork Railroad Holding Authority has been able to raise the
requisite purchase price from a number of local and state sources which are subject to certain
conditions which must be acknowledged and approved by the Governments, all as more
specifically described herein below; and,
WHEREAS, the Roaring Fork Railroad Holding Authority is comprised of multiple
governmental entities and several of the aforementioned funding sources, in an effort to
coordinate the communication among the various governmental entities and the granting
agencies and to facilitate the fiscal responsibilities and conditions of the grant, have requested
that an agent be appointed to administer the grants on behalf of the Roaring Fork Railroad
Holding Authority; and,
WHEREAS, the Governments desire by this Agreement to approve the receipt of said
funds and the concomitant conditions attached to the various funding grants and to appoint
Pitkin County as the agent to act on behalf of the Roaring Fork Railroad Holding Authority to
administer the various grants and grant conditions, subject to the terms and conditions of this
Intergovernmental Agreement as it currently reads or as may be amended from time to time;
and,
WHEREAS, the Governments desire to extend the time in which the Roaring Fork
Railroad Holding Authority shall develop a comprehensive plan for the uses of the Property;
and,
WHEREAS, The Boards, Councils and Commission of the respective governments are
authorized to execute this Intergovernmental Agreement on behalf of the Governments; and,
WHEREAS, This Agreement will abide by and comply with all constitutional
requirements concerning state and local government expenditures and procedures; and,
WHEREAS, the Governments have determined it is in the best interests of the citizens
of the Roaring Fork Valley to enter into this First Amended Intergovernmental Agreement.
NOW, THEREFORE, the Governments do hereby approve of the Intergovernmental
Agreement, as amended, as follows:
1. Purpose. The purpose of the original Intergovernmental Agreement and
this First Amended Intergovernmental Agreement is to establish a cooperative agreement
between the Governments that establishes an entity known as the Roaring Fork Railroad
Holding Authority (RFRHA). The purpose of the RFRHA is to pursue the successful
purchase of the Property from the current owner, and, to the extent permitted by the
Constitution and the Laws of the State of Colorado, to hold title to the Property and to manage
and plan for the use of the Property for the benefit of the general public. RFRHA shall have
the authority to sue and to be sued. Notwithstanding anything to the contrary contained in this
Agreement, upon the purchase of the Property, the Property will continue to be managed as
necessary to carry out existing uses and to implement requirements imposed under the ICC
Termination Act, related statutes, regulations and orders of the federal Surface Transportation
Board, and to maintain the Property in a reasonable and prudent fashion. In addition, the
Property shall be maintained and operated so as to not prejudice any rights to the receipt of
additional federal funding which may require as a condition of its receipt compliance with the
National Environmental Protection Act or similar federal environmental statutes and
regulations. To the extent provided by Colorado law, RFRHA shall maintain, operate and keep
open a public trail within the Property that meets the definition of a "public highway legally
established" as used in 43 U.S.C. Section 912 and all regulations promulgated thereunder and
within the meaning of a "public highway" as defined in C.R.S. 43-2-201. Notwithstanding
any language to the contrary contained in this Agreement or appended exhibits incorporated by
reference shall be read or understood to mean that any portion of the Property shall be altered,
changed or designated as a "park" within the meaning of Section 4(f) of the Department of
Transportation Act or Section 138 of the Federal -Aid Highway Act, until such time as the
Comprehensive Plan contemplated herein is completed and the RFRHA Board of Directors
passes a resolution designating portions of the Property as "parklands."
2. Participation in the Purchase. The Governments agree that participation
in the local funding of the ultimate purchase of the Property will not exceed Two -Million,
Nine -Hundred Thousand ($2,900,000.00) dollars. The split of local financial participation
between the governments for the purchase of the Property, by prior agreement, is as follows:
City of Aspen
$667,000.00
23%
Snowmass Village
$377,000.00
13%
Pitkin County
$580,000.00
20%
Basalt
$ 29,000.00
1 %
Eagle County
$174,000.00
6%
Carbondale
$116,000.00
4%
Glenwood Springs
$464,000.00
16%
Garfield County
$493,000.00
17%
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The money for funding Pitkin County's, the City of Aspen's, and the Town of Snowmass
Village's cost sharing as described above will come from the 1/2 -cent Sales and Use Tax for
transportation approved by the voters of Pitkin County.
3. Authorization to Purchase Property. The Roaring Fork Railroad Holding
Authority is hereby authorized to purchase the Property, to execute that certain Purchase and
Sale Agreement dated October 3, 1996, between the Southern Pacific Transportation Company
as Seller, and the Roaring Fork Railroad Holding Authority, as Purchaser, and to hold title to
the Property in accordance with the terms and conditions of this Agreement. A copy of the
Purchase and Sale Agreement is appended hereto as Exhibit "A."
4. Ownership of the Property. The Roaring Fork Railroad Holding Authority
shall purchase the Property from the current owner based on the level of participation defined
above. The Roaring Fork Railroad Holding Authority shall not sell, liquidate, transfer or
encumber the Property without the consent of all the Governments who are its voting members
at the time, except to the extent that the Property needs to be encumbered to comply with the
grant conditions referenced at Section 5, below.
5. Authorization to Receive Funding Grants for Purchase Price.
A. The Legacy Project Grant Agreement awarded on November 4, 1996, to
Pitkin County on behalf of the Roaring Fork Railroad Holding Authority in the amount of
$2,000,000.00 by the State Board of the Great Outdoors Colorado Trust Fund is hereby
acknowledged and the Governments hereby approve, accept, and agree to be bound by the
terms and conditions of the Grant Agreement, the "Standard Conditions for Nonprofit and
Local Government Open Space Acquisition Projects" which are appended to the Legacy
Project Grant Agreement, other exhibits appended to the Grant Agreement, and the terms and
conditions of the Conservation Easement referenced in the Grant Agreement. In accordance
with Section III of the Legacy Project Grant Agreement the Governments hereby consent to
the designation of Pitkin County as the sole and exclusive agent for administering the Legacy
Project Grant Agreement. Pitkin County, as agent for RFRHA shall not agree to amend the
Legacy Grant Agreement or any of the conditions to the grant agreement without the consent
of all voting members of RFRHA. A copy of the Legacy Project Grant Agreement is appended
hereto as Exhibit "B".
B. The Intergovernmental Agreement between the State of Colorado for the
use and benefit of the Department of Transportation and Pitkin County and the City of Aspen
(the "CDOT Intergovernmental Agreement") in which the State of Colorado has agreed to
contribute $3,000,000.00 towards the purchase of the Property is hereby acknowledged and
the Governments, in accordance with section II B of the CDOT Intergovernmental Agreement,
hereby consent to having Pitkin County and the City of Aspen act as the agent to receive and
expend said funds on behalf of the Roaring Fork Railroad Holding Authority. A copy of the
CDOT Intergovernmental Agreement is appended hereto as Exhibit "C".
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C. The Agreement between The County of Eagle and The County of Pitkin,
dated January 8, 1997, is hereby acknowledged and the Governments hereby consent to having
Pitkin County act as the fiscal agent to receive and expend grant funds in the amount of
$100,000.00 on behalf of the Roaring Fork Railroad Holding Authority. A copy of the
Agreement is appended hereto as Exhibit "D".
D. Ordinance No 97-7, as amended, of the Board of County Commissioners
of Pitkin County authorizing the acquisition of an interest in a conservation easement over the
Property located in Pitkin County in return for a grant in the sum of $500,000.00 is hereby
acknowledged and the Governments hereby consent to the conditions contained in the
Ordinance relating to the establishment of a conservation easement. A copy of the Ordinance is
appended hereto as Exhibit "E".
E. The Agreement between the County of Garfield and the Roaring Fork
Railroad Holding Authority dated , is hereby acknowledged and the
Governments hereby consent to having Pitkin County act as the fiscal agent to receive and
expend the grant funds in the amount of $500,000.00 on behalf of the Roaring Fork Railroad
Holding Authority. The Governments hereby consent to the conditions contained in the Grant
Agreement. A copy of the Grant Agreement is appended hereto as Exhibit "F".
F. The Funding Agreement between the Park Trust, Ltd., d/b/a/ Aspen
Valley Land Trust and the Roaring Fork Railroad holding Authority dated
is hereby acknowledged and the Governments hereby consent to
the terms and conditions of said agreement relating to the establishment, maintenance and use
of a fund as set forth therein. A copy of the Funding Agreement is appended hereto as Exhibit
«G„
6. Management of the Property.
a. RFRHA Board of Directors. The Property shall be managed, and
use and planning for the Property shall be overseen by the Governments through a Board of
Directors (the "Board"). Said Board shall oversee the use and ownership of the property.
The Board shall consist of twelve (12) Directors, one (1) each from the seven (7) Governments
participating in this Intergovernmental Agreement, two (2) citizen at -large members selected
by the Board of Directors, one member selected by the Pitkin County Open Space Board, one
member selected by the Garfield County Board of County Commissioners, and one member
selected by the Colorado Transportation Commission. Each of the two at -large members shall
reside in and therefore represent the two counties participating in this Agreement.
b. Powers and Responsibilities of the Board of Directors.
i. The Board shall meet on at least a quarterly basis to discuss
matters concerning the management and operation of the Property, and will make decisions
effecting this management and operation by consensus.
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ii. Consensus is defined as occurring when no less than seventy-five
percent (75 %) of voting eligible Directors in attendance at a meeting agree on a matter taken
to a vote for the resolution of an issue or otherwise requires unanimous consent of all eligible
voting Directors as set forth herein (See Section 6.b.x, - budget and expenditures, Section
6.b.xi. - adoption of Comprehensive Plan, Section 22 - amendments to Agreement).
iii. Each Director representing one of the Governments shall have
the ability to participate in obtaining consensus (voting Directors). All voting Directors shall
be eligible to vote on all matters unless the governmental entity which the Director represents
has withdrawn from participation in the operation and management of the Roaring Fork
Railroad Holding Authority as provided in Section 11 hereof.
iv. At -large Directors, the Open Space Board Director, the Garfield
County Director, and the Colorado Transportation Commission Director shall have the ability
to express their opinion on issues, but shall not otherwise participate in obtaining consensus.
(non-voting Directors)
V. Each voting Director shall have the ability to participate in
forming a consensus, but shall be bound to express the direction of that Director's respective
government body when participating.
A. The Board may adopt by-laws for operational procedures and
meeting dates of the Board.
vii. A quorum of at least five (5) voting eligible Directors will be
required to conduct a meeting of the Board, unless the number is reduced in accordance with
Section 11, below.
viii. Meetings of the Board will be adequately noticed in local
publications, pursuant to the requirements of the Colorado Open Meetings Act. Meetings of
the Board will be open to the public to attend and time will be allotted during each meeting for
public comment.
ix. Work or services required to adequately manage the property will
be the responsibility of the Board of Directors, and will not be the responsibility of the
Governments or their staff. The Board of Directors shall have the ability, if adequately
funded, to contract professional services and procure materials and services as necessary to
adequately manage the property. The Board of Directors will not have the authority to hire
full-time staff for the management or planning of the Property. The Board of Directors may,
however, appoint a subcommittee of its members to approve the expenditure of funds to
maintain the Property in its current condition and to provide necessary services to manage and
operate the Property for its currently existing uses; provided, however, that available funds
have been budgeted and approved for this general purpose by the Board of Directors.
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X. The Board of Directors shall annually submit a budget to the
individual governmental entities comprising the Roaring Fork Railroad Holding Authority for
their individual approval of their contributions and funding of said budget. The review and
approval of said budget shall fully comply with applicable Colorado local budgetary laws.
Pursuant to C.R.S. 29-1-103(1) a separate budget need not be adopted for RFRHA since
financial activities shall be fully reported in the budgets of the individual Governments.
Notwithstanding any provision in this Agreement to the contrary, the Roaring Fork Railroad
Holding Authority budget and any expenditure of funds based on said budget shall not be
approved without the affirmative vote of all eligible voting Directors.
A. Notwithstanding any provision in this Agreement to the contrary,
the Roaring Fork Railroad Holding Authority may approve a Comprehensive Plan for
development and use of the railroad corridor or amend such Plan only with the affirmative
vote of all eligible voting Directors and in a manner that is consistent with the grant conditions
referenced at Section 5, above.
C. Limitations of the Board of Directors. The Board of Directors has
no power to levy taxes. The Board of Directors can not bind any of the Governments to
actions required pursuant to decisions, recommendations, resolutions or motions. The Board of
Directors shall take no action that would prevent the RFRHA from fulfilling its obligations to
existing uses on the Property or to implement requirements imposed by the ICC Termination
Act, related statutes, regulations and orders of the Surface Transportation Board. The Board of
Directors shall take no action that would prevent the Roaring Fork Railroad Holding Authority
from fulfilling its obligations to the funding sources referenced at Section 5, above.
d. Stewardship of the Property. The overall goals of the
management of the Property are three fold:
i. To cooperate with the Governments to ensure compliance with
the grant conditions from the various funding sources described above.
ii. To operate the Property in its existing condition until a
Comprehensive Plan of action is developed to implement a transportation use or uses
appropriate and agreeable to all of the Governments, and
iii. To develop and have approved such a Comprehensive Plan.
The Governments shall continue to recognize any and all existing easements and licenses
granted to any of the participating Governments and third parties by the existing Owner upon
purchase of the Property. If any one Government wishes to utilize all or a portion of the
Property for a new or different use not enumerated in the Comprehensive Plan and within the
jurisdiction of that Government, it may do so provided that such a use is approved by the
Board of Directors of the Roaring Fork Railroad Holding Authority, does not preclude the
desired future uses as determined by the Board of Directors, and is consistent with the
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obligations imposed by the funding sources referenced at Section 5, above. It is the
responsibility of the Government proposing this new or different use to prove and otherwise
insure that the use will not preclude any desired future use from occurring to the satisfaction of
the Board of Directors.
The Governments recognize the potential issues surrounding certain existing physical
conditions of the Property, in particular existing proposed at -grade crossings by public rights-
of-way and access. Placement, modification, improvement and/or relocation of at -grade
crossings will be allowed provided that those improvements follow generally accepted
standards, do not result in negatively impacting the primary use of the Property, and are
consistent with the grant conditions from the various funding sources described above.
Attached as Exhibit "H" is an inventory of the Property identifying certain crossings,
accesses, and uses along the Property (the "Access Plan"). This Access Plan shall assist the
Roaring Fork Railroad Holding Authority in identifying current uses of the corridor, and in
the adoption of the Comprehensive Plan. Notwithstanding any language to the contrary herein,
nothing in this Agreement shall be construed or interpreted to mean that any illegal crossings,
trespass, uses, unauthorized encroachments or homesteads upon the Property are being
legalized or approved by the adoption of this Agreement.
e. Development of a Comprehensive Plan. A Comprehensive Plan for
the property (hereinafter the "Plan") shall be developed and approved by the RFRHA Board
of Directors prior to improvement of the Property for public transportation uses. The parties
hereto acknowledge that the Property is currently being used for certain purposes (rail
transportation, utility easements, crossings for access to adjacent properties and related
purposes.) Consistent with the Purpose section of this Agreement, it is not the intent of the
parties hereto to interfere with the legal obligations attendant to the operation of a rail
transportation corridor or the legal rights of tenants or grantees of easements upon the
Property. The Plan shall include the following:
L A listing and description of possible uses for the property,
including but not limited to such improvements necessary to place and
operate a public transportation system, public trail, and/or access to
public lands:
ii. A detailed improvements and operations plan for the ultimate
preferred use(s) on the property, including a recommended management
and funding strategy; and
iii. An interim plan which incorporates the interim use of the rail
corridor for a temporary trail following approval from the Surface
Transportation Board of a certificate of interim trail use pending the re-
establishment of rail service.
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The Plan shall be integrated and developed in conjunction with other, existing or contemplated
planning processes evolving in the valley, including but not limited to the Basalt to Buttermilk
Environmental Impact Statement Transit Feasibility Study, the Snowmass to Aspen
Transportation Plan, the Mount Sopris Transportation Project, the Buttermilk to Aspen
Environmental Impact Statement, the Glenwood Springs Alternate Route Environmental
Assessment, and any environmental clearances required by current or future funding sources.
The governments further recognize that Pitkin County presently owns approximately eight (8)
miles of the Property as described within Exhibit "I". Currently, this portion of the Property
is used by the public as a trail and for recreational access, and has been preserved by Pitkin
County as a potential transportation corridor. Pitkin County agrees to bind this portion of the
Property to the conditions of this Agreement provided that the existing conditions and policies
concerning this portion of the Property are kept in force until such a time that the Agreement
expires or a Comprehensive Plan for the Property is approved. Notwithstanding anything to
the contrary in the preceding paragraph, this Amended Intergovernmental Agreement shall not
be construed or interpreted as a conveyance of the Pitkin County property described above to
the Roaring Fork Railroad Holding Authority.
The Governments shall develop, consider and approve the Comprehensive Plan for . the
Property within twenty-four (24) months of the date of this Amended Agreement is signed,
unless the Governments mutually agree to extend the time period for the formulation and
adoption of such a Plan. The adoption of a Comprehensive Plan and any amendments thereto
shall be consistent with the grant conditions set forth in the grant documents referenced at
section 5, above. It is anticipated that when the Comprehensive Plan for the Property is
approved by all participating Governments, a new Intergovernmental Agreement will be
negotiated and become effective to implement the Comprehensive Plan.
7. Agreement to Share Expenses. The parties hereto recognize that upon the
purchase of the Property there will be certain ongoing operational expenses associated with the
ownership and management of the Property. These expenses may include, but are not limited
to, the annual costs of maintaining the Property in its existing condition, the cost to insure the
Property against general liabilities, the cost of developing a Comprehensive Plan, costs
associated with obtaining requisite governmental permits, licenses, and environmental
clearances, legal fees to defend title and current uses, the repayment of grant funds in the
event grant conditions are not met, and miscellaneous management costs. The parties hereto
agree to share in the operational expenses described above in a proportion equal to the
following percentages (based upon the percentage of financial participation set forth at Section
2, above); provided that all such costs and expenses have been budgeted and thereafter
approved by the Roaring Fork Railroad Holding Authority's Board of Directors in accordance
with Section 6.b.x, above:
City of Aspen 27.7%
Snowmass Village 15.7
Pitkin County 24.1
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Basalt 1.2
Carbondale 4.8
Eagle County 7.2
Glenwood Springs 19.3
The payment of expenses by individual governmental entities is specifically subject to annual
budgeting and appropriations of the individual governmental entities. The parties may by
mutual consent alter the proportionate share of specific expenses incurred by the Roaring Fork
Railroad Holding Authority without the need to amend this Agreement, provided that all
Governments consent in writing to a proposed change in the expense formula described above.
The money for funding Pitkin County's, the City of Aspen's, and the Town of Snowmass
Village's cost sharing as described above shall be funded from the 1/2 cent Sales and Use Tax
for mass transportation approved by the voters of Pitkin County to the extent that such
expenses may legally be paid from that source and subject to annual budgeting and
appropriations by the individual governmental entities.
The parties hereto recognize that the operational expenses associated with the
ownership and management of the Property cannot be estimated at this time with any degree of
certainty and that one or more governmental entities may not be able to financially contribute
their share of these expenses following the purchase of the Property. In the event that a party
to this Agreement elects not to financially contribute its share of operational and management
expenses, it may voluntarily withdraw as provided in Section 11, below.
The parties hereto also recognize that Article X, Section 20, of the Colorado
Constitution places certain limitations on the fiscal year spending of local governments. For
purposes of such provision, the parties hereto agree and declare that the Roaring Fork Railroad
Holding Authority shall not be considered to be an entity separate from the Governments
which have created it and any and all fiscal year spending by the Roaring Fork Holding
Authority, including the payment of the purchase price of the Property as set forth in Section 2
hereof, shall be treated solely as the fiscal year spending of the individual Governments. The
receipt and expenditure of grants and any other revenues not contributed by the Governments
shall be treated solely as the fiscal year spending of the individual Government appointed as
agent for the administration of such revenue or grant. Pursuant to Section 29-1-603(1),
C.R.S., a separate audit of RFRHA shall not be required since its financial activities will be
reported in the audits of the individual Governments.
8. Liability. It is the intent of the parties that RFRHA, as a separate legal
entity, shall enjoy the immunities granted by the Colorado Governmental Immunity Act,
C.R.S. 24-10-101, et seq., and other applicable law, to the fullest extent permitted by law. No
term or condition of this agreement shall be construed or interpreted as a waiver, either
express or implied, of any of the immunities, rights, benefits, or protection provided to
RFRHA and the Governments under the Colorado Governmental Immunity Act as amended or
as it may be amended in the future, including, without limitation, any amendments to such
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statute, or under similar statute which is subsequently enacted ("CGIA"). It is understood,
agreed, and intended by the parties hereto that liability for claims and injuries to persons or
property arising out of the negligence of Roaring Fork Railroad Holding Authority, its
directors, members, officials, agents, attorneys, and employees is controlled and limited by the
provisions of the CGIA. No provision of this Agreement shall be construed in such a manner
as to reduce the extent to which the CGIA limits the liability of the Roaring Fork Railroad
Holding Authority, its directors, members, officers, agents, attorneys, and employees.
Except as may be required by the grant conditions imposed by the funding sources
referenced at Section 5, above, the debts, liabilities and obligations of the Roaring Fork
Railroad Holding Authority shall not be the debts, liabilities or obligations of the
Governments; nor shall the debts, liabilities or obligations of the Governments be the debts,
liabilities or obligations of the Roaring Fork Railroad Holding Authority. Any contracts
entered into by the Roaring Fork Railroad Holding Authority shall include a reference to this
paragraph.
9. Insurance. The Roaring Fork Railroad Holding Authority shall procure and
maintain, at its own expense, a policy or policies of insurance sufficient to insure against all
liability, claims, demands, and other obligations assumed pursuant to Section 8, above. Such
insurance shall be in addition to any other insurance requirements imposed by this Agreement
or by law. The insurance obtained shall be in amounts and the type necessary to conform with
the Roaring Fork Holding Authority's contractual obligations, to comply with state and federal
statutes, and as further deemed appropriate by the Board of Directors, but in no case shall the
amounts of insurance coverage be less than the limits set forth in the Colorado Governmental
Immunities Act as it may be amended from time to time. Section 24-10-101, et seq., C.R.S.
The Roaring Fork Railroad Holding Authority shall not be relieved of any liability, claims,
demands, or other obligations assumed pursuant to Section 8, above, by reason of its failure to
procure or maintain insurance, or by reason of its failure to procure or maintain insurance in
sufficient amounts, duration. or types. The parties hereto are relying on. and do not waive or
intend to waive by any provision of this Agreement, the monetary limitations or any rights,
immunities, and protections provided by the Governmental Immunities Act.
10. Retention of the Property. The Property will be retained in the Ownership of
the Roaring Fork Railroad Holding Authority through the life of this Intergovernmental
Agreement. Upon adoption of the Comprehensive Plan contemplated by this Agreement, a new
Intergovernmental Agreement shall be entered into by the parties to implement the
Comprehensive Plan. The Property shall be retained or transferred in accordance with the
subsequent Intergovernmental Agreement.
11. Withdrawal. In the event that a governmental entity desires to withdraw from
participating in the operation and management of the Property as contemplated herein, then
said governmental entity may withdraw upon thirty (30) days written notice to the RFRHA
Board of Directors. Upon withdrawing from participating in the operation and management of
the Property, the governmental entity may continue to be represented on the RFRHA, but its
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representative on the Board of Directors shall not be eligible to vote on matters before the
Board and shall forfeit its right to approve the annual budget of the RFRHA. If one or more
governmental entities withdraw(s) from participating, the number of Directors required for a
quorum as set forth at Section 6.b.vii. shall be reduced by the number of governmental entities
withdrawing. Any governmental entity that has withdrawn from participating in the operation
and management of the Property and has thus forfeited its right to vote may, at any time,
petition the Roaring Fork Railroad Holding Authority to have its voting rights reinstated. The
Roaring Fork Railroad Holding Authority may, upon the affirmative vote of all eligible voting
Directors, reinstate the petitioning governmental entity's voting rights subject to such
conditions as the Board of Directors may determine including, but not limited to, the payment
of a portion or all of the petitioning governmental entity's outstanding share of expenses.
12. Garfield County. The parties hereto recognize that Garfield County was a
signatory to the original Intergovernmental Agreement which will be replaced by this
Amended Intergovernmental Agreement. The parties understand that Garfield County chose
not to agree to this Amended Intergovernmental Agreement as it did not wish to commit to the
financial obligations set forth herein for the participating Governments. The parties hereto
desire to have Garfield County participate in the management of the property and earnestly
desire that Garfield County will be able in the future to reconsider its decision not to become a
signatory to this Amended Intergovernmental Agreement. Accordingly, the parties hereto
agree that Garfield County shall be considered as a governmental entity that has withdrawn
from participation as set forth in Section 11 above, and which may in accordance with said
section, petition the Roaring Fork Railroad Holding Authority at any time in the future to have
its voting rights reinstated on a par with the participating Governments.
13. Entire Agreement. This Agreement and the exhibits attached hereto contain
the entire understanding of the parties. There are no representations, warranties, covenants or
undertakings other than those expressly set forth herein. This Agreement may not be modified
or amended except by writing, signed by all of the parties hereto.
'14. Counterparts. This Agreement may be executed in counterparts and, as
executed, shall constitute one addendum binding on all parties hereto notwithstanding that all
said parties are not signatory to the original or same Agreement.
15. Recordation. Upon full execution of this Agreement, the Agreement
shall be placed of record in the real property records of the Clerk and Recorder of Pitkin
County, Eagle County and Garfield County, Colorado.
16 Binding Effect. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective heirs, successors and assigns.
17 Unenforceable Provision. If any provision of this Agreement shall be
determined to be void by any court or competent jurisdiction, such determination shall not
effect any other provision hereof, all of which other provisions shall remain in full force and
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effect so long as all the material provisions hereof can be performed. It is the intention of the
parties hereto that, if any provision of this Agreement is capable of two constructions, one of
which would render the provision void and the other of which would render the provision
valid, the provision will have the meaning which renders it valid.
18. Governing Law. The interpretation, construction and performance of the
Agreement shall be governed by the laws of the State of Colorado. In the event of any
litigation, jurisdiction and venue shall be with the Courts of Pitkin County, Eagle County, or
Garfield County, Colorado.
19 Captions. Paragraph headings are inserted for convenience only and they
shall in no way define, limit or prescribe the scope or intent of this Agreement.
20 Compliance With Applicable Laws. At all times, RFRHA and the Board
of Directors of that entity must comply with all provisions of the Colorado Constitution and
the Statutes of the State of Colorado.
21. Effective date. This First Amended Intergovernmental Agreement shall
take effect on and as of the date of the closing for the purchase of the Property. Upon the
effective date of this First Amended Intergovernmental Agreement, it shall replace the original
Intergovernmental Agreement and the original Intergovernmental Agreement shall no longer
be valid.
22. Amendments to this Agreement. Amendments to this Agreement shall
require the consent of all of the parties hereto.
To the extent required by Article X, ' Section 20 of the Constitution of the State of
Colorado, the financial obligations of the parties pursuant to this Agreement are subject to
annual renewal and appropriation by the parties hereto. This agreement shall remain in full
force and effect until such time as a new Intergovernmental Agreement is executed, but in no
event shall this Agreement terminate before an agreement is reached between the parties for
the proper disposition of the Property.
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EXECUTED the date first written above.
BOARD OF COUNTY COMMISSIONERS BOARD OF COUNTY
PITKIN COUNTY, COLORADO COMMISSIONERS OF
EAGLE COUNTY, COLORADO
OF C
Bill Tuit , Chair �; o ette Phillips, Chair
CITY COUNCIL
GLENWOOD SPRINGS, COLORADO
imam nom
I •
CITY COUNCIL
CITY OF ASPEN, COLORADO
BOARD OF TRUSTEES
TOWN OF SNOWMASS VILLAGE
COLORADO
Ted Grenda, May r
BOARD OF TRUSTEES
CARBONDALE, COLORADO
• : • ' •. •Mayor
BOARD OF TRUSTEES
TOWN OF BASALT, COLORADO
I
ck tevens, Mayor
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ATTEST:
�A,C'
�l �o
v �
z' t
� ,�r,,`f
Sara Fisher,
Eagle County Clerk
Roby_ Clemo ,
Glenwood Springs City Clerk
Kathryn Koc ,
Aspen City Jerk
J
Q. rt
ru i Worline,
Snowmass Village Town Clerk
15
APPROVED AS TO FORM:
John Ely, _
Pitkin County A omey
J' Fritze,
agle County Attorney
Teresa Williams,
Glenwood Springs
•
Aspen City Attorney
Stephen R. Connor
Snowmass Village Attorney
ATTEST:
Suzardie Cerise
Carbondale Town Clerk
Pamela Schilling
1�asalt Town Clerk
' r
APPROVED AS TO FORM
Bob Emerson
Carbondale Town Attorney
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HIM -11
LIST OF EX MITS TO BE APPENDED
A - Purchase and Sale Agreement
B - Legacy Project Grant Agreement
C - CDOT Intergovernmental Agreement
D - Eagle County Agreement
E - Open Space Board Ordinance
F - Garfield County Agreement
G - AVLT Funding Agreement
H - Access Plan
I - Legal Description of ROW owned by Pitkin County (Woody Creek to Aspen)
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