HomeMy WebLinkAboutC22-186 IGA RWAPA1
INTERGOVERNMENTAL AGREEMENT
Amended and Re-Adopted this
5th day of May, 2022
This Intergovernmental Agreement is made and entered into this 5th day of
May, 2022 by, between, and among the City of Aspen by and through its
City Council (hereinafter “Aspen”), the County of Pitkin by and through its
Board of County Commissioners (hereinafter “Pitkin County”), the
County of Eagle by and through its Board of County Commissioners
(hereinafter “Eagle County”), the City of Glenwood Springs by and through
its City Council (hereinafter “Glenwood Springs”), the Town of Snowmass
Village by and through its Town Council (hereinafter “Snowmass Village”),
the Town of Basalt by and through its Town Council (hereinafter “Basalt”),
and the Town of Carbondale by and through its Board of Trustees (hereinafter
“Carbondale”).
WITNESSETH:
WHEREAS, each of the parties to this Agreement has the authority or
responsibility for providing water, power or recreation to the residents
within the respective jurisdiction of each, and
WHEREAS, each of the parties has the authority or responsibility for
protecting the quality of the environmental resources within their respective
jurisdictions on behalf of the residents thereof, and
WHEREAS, each of the parties supports keeping local water resources free
of invasive species, and
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WHEREAS, the fulfillment of these responsibilities depends on the free
flow of information and mutual discussion between and among the
governmental jurisdictions in the Roaring Fork River watershed, and
WHEREAS, these responsibilities can be accomplished through the
coordinated and mutually supportive action of a consortium of local
governments joined under appropriate statutory authority to address water,
power, recreational, environmental and related land use issues, and
WHEREAS, these responsibilities can best be accomplished with respect to
Ruedi Reservoir, which is the major water supply and recreational reservoir
within the Roaring Fork River watershed and situated in Eagle and Pitkin
Counties, and other local water resources by the creation of a water and
power authority pursuant to an intergovernmental agreement as authorized in
Section 29-1-201, et seq. C.R.S. 1998, as amended (“IGA Statute”).
NOW, THEREFORE, the parties hereby agree as follows:
1. Ruedi Water and Power Authority
a. Creation and Purpose. The parties hereby create the Ruedi Water and
Power Authority (hereinafter “the Authority”) pursuant to the IGA
Statute and specifically the provisions of C.R.S. sec. 29-1-203 and
203.5, which sections shall apply to the Authority as a separate legal
entity. The purposes of the Authority shall include the following:
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(1) To promote, sponsor, manage and direct research on issues
pertaining to the protection, improvement, management,
development and use of the water resources of the Roaring Fork
River and its tributaries.
(2) To support and preserve the water resources, systems, and
facilities of the Roaring Fork River watershed for the production,
transmission and sale of hydroelectric power.
(3) To sell, lease or otherwise allocate water supply held by the
Authority under contract with the U.S. Bureau of Reclamation to the
maximum extent permitted by law.
(4) To support, direct, and guide the development, management, and
operations of Ruedi Reservoir on behalf of and for the benefit of the
Roaring Fork River watershed and the residents of the parties’
jurisdictions.
(5) To provide a unified voice for the communities of the Roaring
Fork River watershed on issues pertaining to the management and use
of the water resources of the Roaring Fork River and its tributaries.
Further, and to communicate the interests, priorities, issues, concerns
and requirements of the communities of the Roaring Fork River
watershed to the U.S. Bureau of Reclamation, the U.S. Fish and
Wildlife Service, the State of Colorado, the Colorado River Water
Conservation District, Colorado River Basin Roundtable, and/or any
other appropriate agencies and authorities.
(6) To assist, support, advise, and consult with the parties hereto or
with other parties or agencies expressly approved by the parties hereto
on issues of river or reservoir management, water diversion, water
storage, recreational resources, water quality, riverbed stability,
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invasive species, hydropower development or other issues connected
with the management and use of water resources of the Roaring Fork
watershed.
(7) To facilitate communication and cooperation between and among
the communities, governments, interest groups and businesses of the
Roaring Fork River watershed on issues pertaining to the protection,
improvement, management and use of the water resources of the
Roaring Fork River and its tributaries including.
(8) To provide comment, make recommendations or to endorse zoning
or land use plans or decisions as they pertain to the water resources of
the Roaring Fork River watershed. It is expressly recognized by the
parties hereto that nothing in this Agreement is intended to exercise
any control whatsoever over zoning or land use planning in place of
statutory authority over zoning and land use possessed and exercised
by the parties. Nothing in this Agreement shall affect a delegation of
any of these powers or duties of the contracting parties with regard to
the subjects of zoning and land use.
b. Authority and Powers. The Authority shall have all the power
necessary and proper to carry out the purposes for which it is
established pursuant to Section 1.a above and the IGA Statute
including the specific sections thereof referenced above to the fullest
extent permitted by law, including, but not limited to, the following:
(1) To promote, sponsor, manage, plan and direct research on issues
pertaining to the protection, improvement, management,
development, and use of the water resources of the Roaring Fork
River and its tributaries.
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(2) To assist, support, advise, and consult with the parties hereto or
with other parties or agencies expressly approved by the parties
hereto on issues of river or reservoir management, water diversion,
water storage, recreational resources, water quality, riverbed
stability, invasive species, hydropower development or other
issues connected with the management and use of water resources
of the Roaring Fork watershed.
(3) To manage the invasive species protection program and any other
threats to the integrity of the water resources at Ruedi Reservoir.
(4) To develop water resources, systems, or facilities in whole or in
part for the benefit of the watershed and its inhabitants, at the
discretion of the Board of Directors, subject to fulfilling any
conditions or requirements set forth in this Agreement;
(5) To develop electric energy resources and to produce or transmit
electric energy in whole or in part for the benefit of the inhabitants
of the contracting parties;
(6) To advocate for the rehabilitation of any services adversely
affected by the construction of pipelines, facilities, or systems
through the rehabilitation of plant cover, soil stability, and other
measures appropriate to the subsequent beneficial use of such
lands.
(7) To act as a legislative appointee to the Colorado River Basin
Roundtable, at the joint pleasure of the Chairs of the Senate
Agriculture, Natural Resources, and Energy Committee, and the
House Agriculture, Livestock, and Natural Resources Committee.
(8) To make or enter into contracts.
(9) To employ agents and employees.
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(10) To acquire, construct, manage, maintain, or operate water or
electric energy systems, facilities, works or improvements or any
interest therein.
(11) To acquire, hold, lease (as lessor or lessee), sell or otherwise
dispose of any real or personal property, commodity, or service.
(12) To incur debts, liabilities, or obligations.
(13) To sue and be sued in its own name.
(14) To fix, maintain and revise fees, rates and charges for functions,
services or facilities provided by the entity.
(15) To adopt Bylaws by Resolution respecting the exercise of its
power and the carrying out of its purposes, provided that any
Bylaws shall require the unanimous approval of all parties to be
effective.
(16) To exercise any other powers which are essential to the
provision of functions, services, or facilities by the entity and
which are specified in the contract.
(17) To do and perform any acts and things authorized by this
Agreement, through, or by means of an agent or by contracts with
any person, firm, or corporation.
2. Operation and Management
a. General. The Authority shall be operated and managed for the benefit
of the watershed and its inhabitants as directed by the parties to this
Agreement.
b. Board of Directors. The governing body of the Authority shall be the
Board of Directors (hereinafter the “Board”). The Board shall be
comprised solely of elected officials who are serving on the
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governmental bodies of the parties to this Agreement. Each of the
parties shall appoint one (1) Director to the Board and one (1)
Alternate who shall also be an elected official of the appointing party,
who shall serve at least a one-year term. The Directors in turn shall
elect from their members a Chair, Vice-Chair, and Secretary or other
officer of the Board, who shall each serve at least a one-year term.
Compensation of Directors, if any, shall be determined and paid by
each party to this Agreement for its own Director. Should a Director
not be able to attend a meeting of the Board, the Alternate can serve in
their place and with their authority. Should a vacancy arise on the
Board, the party whose directorship becomes vacant shall appoint a
replacement to complete the vacated term. The Board shall meet at
least annually to conduct the business of the Authority and at such
other times as the Board may direct or pursuant to the Bylaws. A
majority of the Directors shall constitute a quorum, and, except as
otherwise provided in this Agreement, the vote of a majority of the
quorum shall be necessary to take action, including without limitation
in matters related to internal operations and policies, existing
programs, hiring employees, agents and consultants, and establishing
schedules and processes for Board meetings. In addition to any other
greater majority requirement set forth herein, however, any action or
decision by the Board in establishing external policies and positions
that will be publicly communicated (for example and without
limitation: Authority positions on local, state and federal legislation,
regulation or policy, or regarding non-Authority projects or programs)
and the approval of new Authority projects or programs not
previously identified or included in Authority-approved plans, will
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require unanimous consent of the Directors. Each member of the
Board shall be entitled to one vote.
c. Officers. The Board of Directors may appoint such officers and
employees of the Authority as it deems necessary for the efficient
operation of the Authority. Such officers and employees may include,
but are not necessarily limited to, an Executive Director. The duties of
the officers and any employees shall be established by the Board and
set forth in the Authority’s bylaws and/or in contractual form.
3. Funding and Sharing of Surplus Revenues and Operating Deficits
Funding of the Authority's normal activities and operations will be
provided by equal contributions from the members or otherwise as may
be adopted by resolution of the Board. The budget for each year will be
determined at such time to allow for incorporation of member
contributions into the subsequent annual budget of each member. Timely
and complete contributions towards annual operating budgets will be a
condition of membership.
Upon the unanimous consent of all parties hereto, the Board of Directors
is authorized to establish an annual amount to be paid by each party as a
condition of continuing membership. The purpose of such payment shall
be to support the mission and services acknowledged herein and to
provide a source of operating funds to the Authority. Payment shall be
subject to annual appropriation by each of the parties to this Agreement,
and each party shall have no obligation to continue this Agreement in any
fiscal year in which no appropriation is made.
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Distribution of surplus revenues will be determined by the Board
annually during budget discussions. The bonds, notes, and other
obligations of the Authority shall under no circumstances be the debts,
liabilities or obligations of the parties to this Agreement. Any party may,
however, subject to any limitation provided by law, contribute to any
operating deficit of the Authority. Such contribution shall become a debt
of the Authority which must be repaid from available funds. The
Authority’s operating revenues shall be applied in the following
priorities:
(1) First to pay all costs or expenses which have been incurred by any
party to this Agreement in furtherance of the Authority’s activities
and which have been approved by the Board for payment.
(2) To repay any contributions by the parties hereto to operating deficits.
(3) To pay all other costs or expenses incurred by the Authority.
4. Contracts
The Authority may only enter into contracts by resolution of the Board
duly adopted by a majority of the quorum present at an official meeting
of the Board.
5. Bonds, Notes or other Obligations.
a. To carry out the purposes set forth in this Agreement, the Authority is
authorized to issue bonds, notes or other obligations payable solely
from the revenues derived from the function, service, system, or
facility, or the combined functions, services, systems, or facilities of
the Authority subject at all times to the unanimous approval of all
parties. The terms, conditions and details of said bonds, notes and
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other obligations, the procedures relating thereto, and the refunding
thereof, shall be set forth in the resolution authorizing said bonds,
notes or other obligations and, as nearly as may be practicable, shall
be substantially the same as those provided in Part 4 of Article 35 of
Title 31, C.R.S. 2018 relating to water and sewer revenue bonds;
except that the purposes for which the same may be issued shall not
be so limited, and except that said bonds, notes and other obligations
may be sold at public and private sale. Bonds, notes or other
obligations issued under this paragraph shall not constitute an
indebtedness of the Authority or of any party hereto within the
meaning of any constitutional and statutory limitation or other
provision. Each bond, note, or other obligation issued under this
paragraph shall recite in substance that said bond, note or other
obligation, including the interest thereon, is payable solely from the
revenues and other available funds of the Authority pledged for the
payment thereof and that said bond, note or other obligation does not
constitute a debt of the Authority or of any party hereto within the
meeting of any constitutional or statutory limitation or provision.
Notwithstanding anything in this paragraph to the contrary, such
bonds, notes and other obligations may be issued to mature at such
times not beyond forty years from their respective issue dates, shall
bear interest at such rates, and shall be sold at, above, or below the
principal amount thereof, all as shall be determined by the Board of
Directors of the Authority.
b. The resolution, trust indenture, or other security agreement under
which any bonds, notes or other obligations are issued shall constitute
a contract with the holders thereof, and it may contain such provisions
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as shall be determined by the Board to be appropriate and necessary in
connection with the issuance thereof and to provide security for the
payment thereof, including, without limitation, any mortgage or other
security interest in any revenues, fund, rights or properties of the
Authority. The bonds, notes and other obligations of the Authority
and the income therefrom shall be exempt from taxation by this State,
except inheritance, estate, and transfer taxes.
6. Addition or Withdrawal of Parties
a. Any governmental entity may join this Agreement on such terms and
conditions as may be agreed upon by all other parties. No such entity
may be added, however, without unanimous approval of the parties to
this Agreement.
b. Any party may withdraw from this Agreement on its own initiative
upon written notice to the Board. The benefits, obligations and rights
of the withdrawing party shall be reasonably determined by
resolution of the Board upon notice of withdrawal in accordance with
this Agreement other adopted policies. This Agreement shall remain
in full force and effect, notwithstanding any such withdrawal, among
the remaining parties.
7. Term of this Agreement
This Agreement shall remain in full force and effect until rescinded by
unanimous vote of the Board and ratification of the rescission by all
parties. Failure of a party to act on a rescission vote by the Board within
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sixty (60) days of the receipt of written notice by such party shall
constitute a ratification of that vote.
8. Amendment
This Agreement may be amended by unanimous agreement of all the
parties to the Agreement. Notwithstanding the foregoing, this Agreement
may not be rescinded during the term of any bonds, notes, or other
obligations of the Authority, unless provision for full payment of such
obligations, by escrow, other otherwise, has been made pursuant to the
terms of such obligations.
9. Parties May Deal with Authority
Each party to this Agreement may deal with the Authority in the same
manner as any individual or separate entity for the acquisition of water,
power, or on any other matter for which the Authority is authorized to
act.
10. Prior Agreement
Execution of this Agreement by all of the parties shall operate to
supersede and replace any Intergovernmental Agreement previously
entered into by the parties, establishing, governing and regulating the
Ruedi Water and Power Authority.
IN WITNESS WHEREOF the undersigned set forth their hand as
follows:
For the Ruedi Water and Power Authority
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_____________________________________ ______________
Chair, Ruedi Water and Power Authority Date
Approved as to Form:
_____________________________________ ______________
Attorney for the Ruedi Water and Power Authority Date
Witness:
_____________________________________ ______________
Executive Director, Ruedi Water and Power Authority Date
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1/24/2022
1/24/2022
5/6/2022
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***
For Eagle County
_____________________________________ ______________
Chairman, Eagle County Board of Commissioners Date
Approved as to Form:
_____________________________________ ______________
Eagle County Attorney Date
***
For Pitkin County
_____________________________________ ______________
Chairman, Pitkin County Board of Commissioners Date
Approved as to Form:
_____________________________________ ______________
Pitkin County Attorney Date
***
For the City of Aspen
_____________________________________ ______________
Mayor, City of Aspen Date
Approved as to Form:
_____________________________________ ______________
Aspen City Attorney Date
***
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1/20/2022
1/28/2022
3/8/2022
1/20/2022
3/9/2022
1/21/2022
15
For the Town of Snowmass Village
_____________________________________ ______________
Mayor, Town of Snowmass Village Date
Approved as to Form:
_____________________________________ ______________
Snowmass Village Town Attorney Date
***
For the Town of Basalt
_____________________________________ ______________
Mayor, Town of Basalt Date
Approved as to Form:
_____________________________________ ______________
Basalt Town Attorney Date
***
For the Town of Carbondale
_____________________________________ ______________
Mayor, Town of Carbondale Date
Approved as to Form:
_____________________________________ ______________
Carbondale Town Attorney Date
***
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1/21/2022
1/24/2022
1/27/2022
1/20/2022
1/25/2022
5/4/2022
16
For the City of Glenwood Springs
_____________________________________ ______________
Mayor, City of Glenwood Springs Date
Approved as to Form:
_____________________________________ _____________
Glenwood Springs City Attorney Date
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1/20/2022
1/20/2022