HomeMy WebLinkAboutresolution.council.004-01 RESOLUTION NO. ~
Series of 2001
A RESOLUTION OF THE CITY OF ASPEN, COLORADO, AUTHORIZING THE MAYOR
TO EXECUTE, ON BEHALF OF THE CITY OF ASPEN, AN AMENDMENT TO A
GRANT AGREEMENT FROM THE STATE BOARD OF THE GREATR OUTDOORS
COLORADO TRUST FUND ("GOCO").
WHEREAS, there has been submitted to the City Council a proposed First Amendment
to the Legacy Grant for the Roaring Fork Raikoad Legacy Project from the State Board of the
Greater Outdoors Colorado Trust Fund; and
WHEREAS, after due deliberation and consideration the City Council has determined
that it is in the best interest of the City of Aspen to approve said first amendment.
NOW, WHEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF ASPEN. COLORADO, that the Mayor is hereby authorized to execute on behalf of the City
of Aspen the First Amendment to the Legacy Grant Agreement for the Roaring Fork Railroad
Legacy Project appended hereto as Exhibit A.
/Rac el E. Richards, ~'layor '~
I, Kathryn S. Koch, duly appointed and acting City Clerk do certify that the foregoing is
a true and accurate copy of that resolution adopted by the City Council of the City of Aspen,
C°l°rad°' at a meeting hel~/~/gd--~t~ F ,2001
thry · ~fi, City//~led
O'PW-01/05/200J.-G: x ~ohn\word re8os\goco-J-egacy-grang.doc
ROBERT M. NOONE, P.C. ATTORNEYS AT LAW
THE TAM2MR~CK BUILDRqG. 1001 GRAND AVENUE. SrfflTE 207
P.O. DRAWER 39, GLENWOOD SPRINGS. COLORADO 81602
Robert M. Noone
Jason M. Keith Telephone: 970-945-4500
Telefax: 970-945-5570
E-Marl: rm~noonelaw.com
Of Counsel
James II. Delman
January. 3. 2001
VIA E-Mail
John Worcester
Aspen City Attorney
130 S. Galena Street
Aspen, CO 81611
Re: RFRHA/GOCO Amended Legacy Grant
Dear John:
I have sent you by courier five sets 0fthe First Amendment to the Legacy Grant Agreemem
for the Roaring Fork Railroad Legacy Project for Rachel R/chards' signature on behalf of the City
The Amendment reflects the determination by GOCO that although the majority ofthe trail
and wildlife values of the project remain, the open space values are diminished under the RFRHA
Comprehensive Plan by virtue of the reduction of the area to be covered by the conservation
restrictions from 466 acres to 245.5 acres.
In accordance with the AVLT conservation easement and Legacy Grant language, because
.GOCO does not approve the Comprehensive Plan, the conservation easement may not be amended to
include the terms of the Plan. GOCO's rejection of the Comprehensive Plan triggered the
termination and reimbursement procedures set forth in Paragraph 27 of the June 30, 1997 Deed of
Conservation Easement.
Attached is the March 18, 2000 Letter of Intent between GOCO and RFR.HA which outlines
the agreed procedure for effecting the termination of the conservation easement, the creation of
restrictive covenants whereby RFRHA agrees to assume sole responsibility for protection of the
conservation and trail values (outside Pitkin County) on the corridor, and the amendment of the
Legacy Grant to reduce the grant award from $2 million to $1.5 million.
All elements of the Letter of Intent are being accomplished by RFRHA and GOCO m
consultation and cooperation with the Aspen Valley Land Trust, subject, of course, to the execution
of the Amended Legacy Grant Agreement by the original principals, Pitldn County, the City of
Aspen and the City of Glenwood Springs, and Pitkin County as agent of the constituent RFRHA
entities.
Please review the Amendment and call me if you need any further information.
Very truly yours,
ROBERT M. NOONE, P.C.
By:
Robert M, Noone
RMN/jrs
w/E-mall Attachment
cc: Tom Newland
Dorothea Farris
ROBERT M. NOONE, P.C.
ATTORNEYS AT LAW
THE TAMARACK BUILDING, 1001 GRAND AVENUE, SUITE 207
P.O. DRAWER 39, GLENWOOD SPRINGS, COLORADO 81602
Robert M. Noone
Karl J. Hanlon
Of Counsel Telephone: 970-945-4500
James H. Delman Telefax: 970-945-5570
E-Mail: bo bnoo ne~noonelaw, com
March 18. 2000
Mr. Will Shafroth
Executive Director
State Board of the Great Outdoors Colorado Trust Fund
Suite 900
303 East 17~ Avenue
Denver, CO 80203
Re: Letter of Intent
Termination of Conservanon and Trail Easement
Assumption of Responsibility for Conservation and Trail Obligations by the
Roaring Fork Railroad Holding Authority
Dear Mr. Shafroth:
The purpose of this Letter of Intent is to summarize our discussions to date regarding our
mutual interest in resolving issues relating to the protection of the conservation and recreation/trail
values on the Roaring Fork Railroad Holding Authority's["RFRHA") rail corridor.
In light of our recent discussions. I want to confirm that the State Board of the Great
Outdoors Colorado TrustFund (the"Board"'j anticipates' that it will withdraw funding of the second
million dollars of the June 30, 1997 Legacy Project Grant Agreement with RFRHA("1997 Legacy
Grant"), which was originally awarded, in pan, to assist RFRHA in the purchase of the rail corridor
and to insure the protection of the corridor's conservation values as perceived at the time of the
purchase.
The Board's expected decision is based, in pan, upon its determination that the
Comprehensive Plan for the future use of the rail corridor changes the Board's original expectations
regarding the scope and characteristics of the conservation values of the comdor.
As we have discussed, this anticipated action by the Board would trigger the termination and
reimbursement procedures set forth in Paragraph 27 of the June 30, 1997 Deed of Conservation
3-18-2000
RFRHA/GOCO Letter of Intent
Page 1 of 5
Easement and Deed of Trail Easement by and between RFRHA, Park Trust. Ltd., d/b/a Aspen Valley
Land Trust ("AVLT"), and the Board of Coumy Commissioners of Pitkin County, Colorado (the
"Conservation Easement").
Notwithstanding the expected termination of the Conservation Easement and the payback of
the first one million dollars plus interest previously disbursed by the Board, both the Board and
RFRHA recognize that the rail corridor would continue to possess certain conservation values and
recreational/trail values.
It is also generally agreed that those remainmg values, although different from those
contemplated by the Board at the time of purchase, are deserving of Board funding in consideration
for a formal commiunent by RFRHA that ~t will assume continuing responsibility for their protection
following termination of the Conservation Easement.
Recognizing the mutual goals of implementing the termination provisions of Paragraph 27 of
the Conservation Easement and of insuring the continued protection of the conservation and
recreation/trails values of the rail corridor, the following is our understanding of the steps now to be
taken by RFRHA and the Board. It is anticipated that. if this Letter of Intent is acceptable to the
Board as evidenced by your signature below, we will negotiate with you the definitive terms of the
documents and agreements necessary to accomplish the transactions contemplated.
This Letter of Intent shall be specifically contingent upon the following terms and conditions.
as well as such other terms and conditions as RFRHA and the Board shall negotiate. The proposed
terms and conditions of this Letter of Intent and the actions to be taken by RFRHA and the Board are
as follows:
l. Repayment of Initial One Million Dollars Plus Interest There shall be placed in
escrow on behaifofRFRHA an amount equal to the initial $1 million granted by the
Board under the 1997 Legacy Grant, plus interest on such sum at the rate earned by
the Board's funds invested by the Treasurer of the State of Colorado from the date of
funding. The escrow funds shall be disbursed to the Board upon fulfillment of the
terms and conditions of escrow instructions ro be negotiated, but which shall include
the following requirements:
(1) Withdrawal of 1997 Legacy Proiect Grant Funding Disbursement from
escrow to the Board of the initial $1 million plus interest would be connngent
upon the Board giving notice m RFRHA of its disapproval of the
Comprehensive Plan and its withdrawal of the funding of the second million
dollars in accordance with Section 7 of Article VI of the 1997 Legacy Grant.
(2) RFRHA Agreement to Protect Conservation and Trail Values. Disbursement
from escrowto the Board of the initial $1 million plus interest would also be
3-18-2000
RFRHA/GOCO Letter of Intent
Page 2 of 5
contingent upon the successful negotiation and execution of an Agreement
pursuant to which RFRHA would assume responsibility for the protection
and enforcement of the conservation values on identifi'ed segments of the
corridor and for the trail obligations outside of Pitkin County. The Agreement
would provide:
(I) Binding Effect of Agreement. RFRHA's obligations would be
binding upon its successors and assigns and deemed a covenant
running with the land.
(2) Right of Board to Monitor Performance Under Agreement. The
Board would have the right to monitor RFRHA's compliance and
RFP, HA would be required to provide regular reports to the Board
documenting activities on the corridor affecting the conservation and
trail obligations.
(3) Remedies for Breach of Agreement. The Board and RFRHA would
have the right to remedy any breach of the Agreement by the other
through an action for injunctive or other equitable relief and/or
damages.
(4) Tennination and Extinguishment of Agreement. If circumstances
arise in the future such as render the purposes of the Agreement
impossible to accomplish, the Agreement can only be terminated and
extinguished, whether in whole or in part, by judicial proceedings in a
court of competent jurisdiction. If the Agreement is terminated and
extinguished in pan, it shall remain valid as to the portion not
determined to be terminated and extinguished.
(3) Amended Legacy Grant Aereement. Disbursement from escrow to the Board
of the initial $1 million plus interest would also be contingent upon the
successful negotiation and execution of an Amended Legacy Grant
Agreement between the Board and RFRHA providing for the Board's
funding of an amended grant of $1.5 million, plus the interest accrued on the
initial $1 million through the date of disbursement from escrow. The
Amended Legacy Grant Agreement would provide for funding in recognition
of the remaining conservation and trail values of the corridor and in
consideration for the RFRHMBoard agreement described in Paragraph I. Co),
above.
(4) Termination of Conservation Easement. Disbursemem would also be
contingent upon the execution and recording of a formal document
3-18-2000
RFRHA/GOCO Letter of Intent
Page 3 of 5
terminating the Conservation Easemem, either in the form of a disclaimer of
interest in the Conservation Easement by AVLT or, in the alternative, the
recording of a formal judicial order extinguishing the Conservation
Easemem.
2. Fees and Expenses, The parties shall each be responsible for and bear all of their
own costs and expenses (including attorneys' fees or consultant's fees) incurred in connection with
the transactions contemplated by this Letter of Intent.
3. Intent. This Letter of Intent merely constitutes a statement of the mutual intentions
of the parties and does not contain all matters upon which agreement must be reached for the
transactions contemplated in tiffs Letter of Intent to be accomplished and therefore does not
constitute a binding commitment with respect to any transaction contemplated in this Letter of Intent
by either party. This Letter of Intent may not be relied upon by either party as a binding contract.
and may not be relied upon by either party as the basis for a contract by estoppel or otherwise, but
rather evidences the parties' non-binding expression of good faith intention or endeavor, without
obligations, to negotiate the agreements and transactions contemplated by this Letter of Intent. A
binding commitment with respect to the proposed transactions contemplated by this Letter of Intent
will result from execution of any such agreement, subject to the conditions expressed therein.
4. Termination. This Letter of Intern may be terminated:
(a) By mutual written consent of RFRHA and the Board; or
(b) In the absence of any written extension agreement, upon written notice of
either party if the transactions contemplated by this Letter of Intern are not completed
by December 31, 2000; or
(c) By either parry, if it determines in as discretion that one or more of the
transactions contemplated by this Letter of Iment cannot be satisfied within thetime
provided.
Upon termination of this Letter of Intent, the parties shall have no further obligations
hereunder.
5. Other Provisions.
(a) This Letter of Intent may be executed in two or more counterparts, each of
which shall be deemed to be an onginal, but all of which shall constitute one and the same
agreement.
(b) This Letter of Intent shall be governed by the laws of the State of Colorado.
3-18-2000
RFRHA/GOCO Letter of Intent
Page 4 of 5
(c) Each party acknowledges that it has been represented by counsel in
connection with this Letter of Intent and the transactions contemplated by this
Letter of Intent. Accordingly, any rule of law or any legal decision that
would require interpretation of any claimed ambiguities in this Letter of
Intent against the party that drafted this Letter of Intent has no application
and is expressly waived.
(d) This Letter of Intent embodies the entire agreement and understanding of the
parties and supercedes all prior agreements and understandings with respect
to the subject matter of this Letter of Imem.
If you are agreeable to proceeding on this basis, please sign and date this letter in the space
provided below and return a signed copy to me.
ROARING FORK RAH ,ROAD HOLDING AUTHORITY
By:
Dorothea Fards, Chair
THE FOREGOING TERMS AND CONDITIONS ARE ACCEPTABLE,
STATE BOARD OF THE GREAT OUTDOORS
COLORADO TRUST FUND
Date: March ,2000, By:.
Will Shafroth, Executive Director
3-18-2000
RFRHA/GOCO Letter of lntent
Page 5 of 5
Chris Lacroix, 11:52 AM 01/03/2001 -0700, Re: Allocation of Condemnation Proceeds Page 1 of 2
From: "Chris Lacroix" <clacroix@gadieldhecht.com>
To: "Jo. hn Worcester" <johnw@ci.aspen.co.us>
Cc: <ctreeman@garfieldhecht.com>
Subject: Re: Allocation of Condemnation Proceeds
Date: Wed, 3 Jan 2001 11:52:30 -0700
X-Mailer: Microsoft Outlook Express 5.00.2919,6700
ohn: Id~dnt~ntendtog~veyouthe~mpressonthatalloftherentwasprepaid~so Ithinkl '
odginal message that "virtually all" of the rent was prepaid and that there was no a~at'ement A~r~?nm tYo m
reading of the lease, MCC has the right to use the property until May 7 2092 R"-* ;i .... i2 ...... _.g, Y
g emem to assume the c;~ty s ochgabons to the Zolme Foundation under a promissory note in the amount of
$1,075,000.00 dated August 10, 1987. At commencement of the lease, MCC made a payment of
$741,250.00 to the City, representing all payments then made by the City to the Zoline Foundation Going
forward, MCC is required to make payments to the City n amounts equal to the future payments due the City
to the Zoline Foundat on under the note, until the note is caid in full. According to the schedule of payments
attached to the lease, most of those payments have been made and there are only 2 payments remaining until
the note is fully paid MCC is required to pay $107.500.00 on August 10. 2001 and another $107 500.00 on
August 10 2002.
--- Original Message
From: John Worcester
To: Chds Lacroix
Sent: Wednesday, January 03, 2001 11:05 AM
Subject: Re: Allocation of Condemnation Proceeds
Chris:
Got your message this morning and am assuming you are calling about this e-m,a?l. I have
asked our Finance Dept. and City Manager to look at your proposal. They haven t
responded yet, but I will get on them today. I have one question, however: When you say
that the rent is prepaid, what do you mean? I was under the impression that MCC was
paying rent.
At 01:01 PM 12/19/2000 -0700, you wrote:
John: As discussec. I have looked into the issue of allocating the $146.276.00 condemnation proceeds
between the City and MCC. As you know. MCC has a lease for the premises to be condemned which
expires on May 7. 2092. I did not find any cases directiy on point, but according to a treatise on eminent
domain a few things seem clear. First, it is clear that the parties are free to apportion the proceeds in any
manner they wish. Second, it appears that the landlord is entitled to a significant portion (or att) of the
proceeds where the lease terminates or where there is an abatement of rent as a result of the
condemnation. Where the lease does not terminate and there is no abatement of rent (as is the case here),
it seems that the parties' respective interests in the proceeds can be determined by using a present value
analysis.
In the instant case MCC has a long-term ease with no abatement of rent (in fact, virtually all of the rent
is prepa d). Therefore, the proper analysis would seem to be to take the 3resent value of the dght to
receive $146.276.00 on May 7, 2092. I will fax you some examples using different interest rates for the
calculation. Commencing January 1, 2001. at 6% interest the present value is $713.57. At 12% interest the
amount decreases to $4.66.
Please give me or Andy a call with your thoughts and let me know if you have any comments or questions.
Thanks.
Chris
John P. Worcester
City Attorney
Ph: (970) 920-5055
Printed for John Worcester <johnw~ci.aspen.co.us> 01/03,2001
Chris Lacroix, 11:52 AM 01/03/2001 -0700, Re: Allocation of Condemnation Proceeds Page 2 of 2
Fax: (970) 920-5119
Printed for John Worcester <johnw~ci.aspen.co.us> 01/03/2001
FIRST AMENDMENT TO THE
LEGACY GRANT AGREEMENT FOR THE
ROARING FORK RAILROAD LEGACY PROJECT
THIS FIRST AMENDMENT TO THE LEGACY GRANT AGREEMENT FOR THE
ROARING FORK RAILROAD LEGACY PROJECT (the "Amendment") is made and entered into
effective as of the 3~d day of January, 2001, by and between the State Board of the Great Outdoors
Colorado Trust Fund fthe "Board"; and all of the voting members of the Roaring Fork Railroad
Holding Authority (collectively "Grantee"). with reference to the following recitals:
RECITALS:
A. The parties executed the Legacy Grant Agreement (the "Grant Agree-
ment% for the Roaring Fork Legacy Project (the "Project'2 dated June 30. 1997.
B. The Grant Agreement provided for an award of funding by the Board
m an amount up to Two Million Dollars ($2,000.000~ (the "Grant") to preserve the
open space, park. trail, and wildlife values of the Roaring Fork Railroad Corridor the
"Corridor"). The Board provided One Million Dollars $1,000.000) at the closing of
the Grant Agreement and withheld the rest of the funding, One Million Dollars
($1,000,000L until the completion and approval of the Comprehensive Plan (the
"Plan") as required by the Grant Agreement.
C. Pursuant to the Grant Agreement, Grantee placed a Conservation
Easement on the Corridor dated June 30, 1997, which included a provision to amend
the Conservation Easement to include the Plan. if the Plan was approved by Grantee.
the Board. and the Colorado Department of Transportation subsequent m its
completion.
D. The Board and Grantee foresaw that upon completion of the Plan,
Grantee and/or the Board might determine that its priorities for the Corridor and the
Project were in whole or in part inconsistent with the conditions under which the
Grant was awarded. The Board reserved the right in Section 7 of the Grant Agree-
merit to withdraw the second One Million Dollars ($1,000.000) of funding and to
cease funding under the Grant Agreement if it determined that conditions occurred
that fundamentally changed the expectations of the parties or that make the remainder
of the Grant Agreement infeasible or impractical.
E. The Board has determined that the Plan materially changes the scope
of the Project and the conservation values of the Corridor identified in the Grant
Agreement and Conservation Easement. and has declined to approve the Plan.
F. Without the Board's approval of the Plan. the Conservation Easement
cannot be amended to include the Plan's terms. Although the Board will not approve
436743.5 1/3/01
the Plan due ro its impmrment of the open space values of the Corridor, the Board
believes the Project still significantly advances certain of its parks, trails, and wildlife
goals. Therefore, the Board and Grantee agree ro amend the Grant Agreement to
allow for a lesser amount of funding in consideration of a restrictive covenant to be
placed on the Corridor.
NOW. THEREFORE. in consideration of the mutual benefit accruing to the parties hereto.
and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowl-
edged, the Grant Agreement is hereby amended as follows:
1. The Board has previously funded One Million Dollars ($1.000.000) ,the "Initial
Funning") to Grantee to be used solely to complete the Project. ha addition m the One Million
Dollars ($1~000.000) granted to Grantee by the Board. the Board shall grant an additional Five
Hundred Thousand Dollars ($500.000) in consideration of a Restrictive Covenant running with the
land enforceable by the Board and attached hereto as Exhibit A. Grantee's failure to execute the
Restrictive Covenant shall be a default hereunder entitiing the Board to terminate this Grant
Agreement, and such termination shall be without any further liability or obligation on the part of
the Board to pay any such amounts as described above. The additional Five Hundred Thousand
Dollars $500,000) shall be funded, subject to the terms and provisions of the Grant Agreement as
amended hereby, as follows: One Hundred Fifty Thousand Dollars ($150.000) on or before
January 18. 2001: and Three Hundred Fifty Thousand Dollars ($350.0001 on March 31. 2003.
2. The conservation easement created in conjunction with the Grant Agreement shall
be extinguished, and in its place shall be the Restrictive Covenant referred to above. The Restrictive
Covenant shall be substituted for and supemede the conservation easemem referred to in the Grant
Agreement. Ail references to "the Conservation Easement" in the Grant Agreement shall be
substituted with the language: "the Restrictive Covenant."
3. The Board shall have the right to enfome the Restrictive Covenant to protect the
recreation, open space, and wildlife values of the Project; to enforce access and crossing restrictions
set forth therein and in the Comprehensive Plan: and to ensure that future rail transportation use will
not significantly impair the recreation, open space, wildlife, and park values of the property subject
to the Restrictive Covenant.
4. The provisior~s of the Grant Agreement pertasning to liability in paragraph 5 are
hereby be made applicable to the Restrictive Covenant.
5. The terms and provisions of this Amendment are hereby incorporated into the Grant
Agreement and except for the amendments, modifications, and deletions expressly contained herein,
all of the terms and provisions of the Grant Agreement shall remain ~n full force and effect, and
unaltered and unchanged by this Amendment: and the Board and Grantee hereby ratify and reaffirm
their respective rights and obligations under the Grant Agreement as amended by this Amendment.
To the extent that the terms and provisions of this Amendment conflict with the terms and provisions
of the Grant Agreement, the terms and provisions of this Amendment shall control.
436743.5 1/3/I)1 2
6. Unless otherwise specifically defined in this Amendment, capitalized terms shall have
the meaning assigned them in the Grant Agreement.
7. This Amendment may be executed in separate counterparts, each of which shall be
deemed an original and all of which when taken together shall constitute a whole. It shall be fully
executed when each party whose signature is required has s~gned at least one counterpart even
though no one counterpart contains the signatures of all the paxties. A signed facsimile transrmttal
shall be considered as an original executed document.
436743.5 1/3/0l 3
IN WITNESS WHEREOF. the parties have executed th/s Amendment as of the day and year
first written above.
GRANTEE:
ROARING FORK RA1LROAD HOLDING
AUTHORITY
Dated:
Dorothea Farris, Chair
436743.5 1/3/'01 4
THE BOARD:
STATE BOARD OF THE GREAT
OUTDOORS COLORADO TRUST FUND
Dated:
Lise Aangeenbrug, Acting Director
436743.5 1/3/01 5
ON BEHALF OF ALL THE VOTING MEMBERS OF ROARING FORK RAILROAD HOLDING
AUTHORITY, WHICH ARE DIRECTLY GRANTEES HEREUNDER. AND INTENDING TO
BE BOUND HEREBY, THE FOLLOWING LOCAL GOVERNMENTS HAVE EXECUTED THIS
AMENDMENT TO THE GRANT AGREEMENT FOR THEMSELVES. AND EXCEPT AS
LIM1TED BY ARTICLE VI. PARAGRAPH 5(C) OF THE GRANT AGREEMENT. ON BEHALF
OF THOSE OTHER VOTING MEMBERS OF ROARING FORK RAILROAD HOLDING
AUTHORITY DESCRIBED ON EXHIBIT J OF THE GRANT AGREEMENT:
BOARD OF COUNTY COMMISSIONERS
PITKIN COUNTY, COLORADO
Dated:
Michael C. Ireland. Chair
436743.5 I/3/01 6
CITY COUNCIL.
436743.5 1/3/01 7
CITY COUNCIL
CITY OF GLENWOOD SPRINGS. COLORADO
Dated:
Sam Skramstad. Mayor
436743,5 1/3/01 8
EXHIBIT A
Restrictive Covenant
436743.5 1/3/01
AGREEMENT
NOTICE: THIS PROPERTY HAS BEEN ACQUIRED IN PART WITH A GRANT
FROM THE STATE BOARD OF THE GREAT OUTDOORS COLORADO TRUST
FUND. THIS AGREEMENT IMPOSES RESTRICTIONS ON THE USE AND
DEVELOPMENT OF THE PROPERTY WHICH ARE INTENDED TO PROTECT ITS
OPEN SPACE VALUES. THE STATE BOARD OF THE GREAT OUTDOORS
COLORADO TRUST FUND HAS FOUND THAT THESE RESTRICTIONS ARE IN
THE PUBLIC INTEREST.
THIS AGREEMENT (the "Agreement") is made this 17c~ day of January, 2001, by the
ROARING FORK RAILROAD HOLDING AUTHORITY ("RFRHA"), an unincorporated
association comprising the Counties of Pitkin and Eagle. the Cities of Glenwood Springs and Aspen
and the Towns of Carbondale, Basalt and Snowmass Village (collectively, the "individual
Governments"), which was formed pursuant to Section 29-1-201, et. seq., C.R.S.. and Article XIV
of the Colorado Constitution and by a First Amended and Restated Intergovernmental Agreement
dated as of June 26. 1997, (the "Intergovernmental Agreement") and the STATE BOARD OF THE
GREAT OUTDOORS COLORADO TRUST FUND. a political subdivision of the State of
Colorado. created by Article XXVII of the Colorado Constitution (the "Board").
1,0 RECITALS.
WHEREAS, pursuant to the terms of its Legacy ProJect Grant, dated June 30, 1997
("Grant"), the Board agreed to partially fund RFRHA's purchase of certain real property in Pitldn
County, Eagle County and Garfield County, Colorado, consisting of an approximately thirty-three
mile rail corridor that runs parallel to the Roaring Fork River and encompasses approximately 460
acres between Woody Creek and Glenwood Springs, Colorado (the "Corridor");
WHEREAS, in accordance with the terms and conditions of the Grant, RFRHA previously
conveyed to the Park Trust, Ltd. d/b/a Aspen Valley Land Tmst ("AVLT") and the Board of County
Commissioners of Pitkin County, a Deed of Conservation Easement and Deed of Trail Easement
dated June 30,1997, and recorded at Reception No. 405938 in the real property records of the Pitkin
County Clerk and Recorder's office, at Book 731, page 637 of the real property records of the Eagle
County Clerk and Recorder's Office and Book 1024, page 621 of the real property records of the
Garfield County Clerk and Recorder's office ("AVLT Conservation and Trail Easement Deed");
WHIgREAS, pursuant to the AVLT Conservation and Trail Easement Deed, AVLT acquired
a trail easement within the Corridor outside of Pitldn County, and assumed responsibility for the
RFRHA/GOCO Agreement
Page 1 of 22
EXHIBIT A
preservation of the natural, scenic, open space, historical, educational, wildlife, trail and recreational
values of th.e Corridor ("Conservation Values")subject to the termination and extinguishment of the
easements in accordance with Article VI, Section 7 of the Grant and paragraphs 19 and 27 of the
AX, rLT Conservation and Trail Easement Deed;
WHEREAS, RFRHA and the Board agree that AVLT has vigorously and conscientiously
fulfilled its Board Stewardship Policy and all other responsibilities under the AVLT Conservation
and Trail Easement Deed for the protection of the Conservation Values of the Corridor.
WHEREAS, pursuant to Article VI, Section 7 of the Grant, and notwithstanding AVLT's
fulfillment of its Stewardship and other duties, the Board gave RFRHA notice on July 18, 2000 that
because the Comprehensive Plan for the Corridor adopted by RFRHA is inconsistent with purposes
of the Grant, the Board would not permit the AVLT Conservation and Trail Easement Deed to be
amended to include the terms of the Comprehensive plan;
WHEREASI the Board's rejection of the Comprehensive Plan thus triggered the termination,
reimbursement and extinguishment procedures set forth in paragraphs 19 and 27 of the AVLT
Conservation and Trail Easement Deed;
WHEREAS, RFRHA and the Board desire to implement the costs, termination,
reimbursement and extinguishment procedures set forth in paragraphs 1 I, 16, 19 and 27 of the
AVLT Conservation and Trail Easement Deed in order to fully extinguish AVLT's interests in the
Corridor, to fully reimburse AVLT for its costs of (a) enforCing the terms of the AVLT Conservation
and Trail Easement and (b) operating and maintaining the Corridor property, and to release AVLT
of any further responsibilities under the AVLT Conservation and Trail Easement Deed; and
WHEREAS, RFRHA and the Board also desire to ensure the protection in perpetuity of the
Conservation Values remaining on those lands located within the Corridor more particularly
described below,
NOW, THEREFORE, RFRHA and the Board agree that the foregoing recitals are true and
further agree as follows:
1.1 RFRHA is the sole owner in fee simple absolute and determinable of certain real
property and the assignee of Certain federal and private rights-of-way upon certain other property in
Pitkin County, Eagle County and Garfield County, Colorado, consisting of an approximately thirty-
three mile rail corridor that runs parallel to the Roaring Fork River and encompasses approximately
460 acres between Woody Creek and Glenwood Springs, Colorado (the "Corridor").
1.2 Within the Corridor there are located approximately 245.5 acres, more particularly
described in Exhibit A attached hereto and incorporated by this reference (the "Property"),which
possess certain natural, scenic, open space, historical, educational, wildlife habitat; trail and
recreational values (collectively, "Conservation Values") of great importance to the Board and
RFRHA/GOCO Agreement
Page 2 of 22
RFRHA, and, in particular, to the people of Pitkin, Eagle and Garfield Counties, the Cities of Aspen
and Glenwood Springs, and the Towns of Snowmass Village, Carbondale and Basalt. and to the
people of the State of Colorado. Throughout this Agreement, any reference to the "Corridor" shall
include all lands within the Corridor, including those defined herein as the "Property."
1.3 The specificConservationValuesofthePropertyaremomparticUtarlydescribedinthe
attached Exhibit A and in the Comprehensive Plan for the Aspen Branch of the Denver & Rio
Grande Western Railroad Corridor adopted by RFRHA and approved by all voting members of
RFRHA effective April 26. 2000 ("Comprehensive Plan") that the parties agree provide an accurate
representation of the Property on the date of the recording of this Agreement and which is intended
to serve as an objective information baseline for monitoring compliance with the terms of this
Agreement.
1.4 The Board and RFRHA intend that the Conservation Values of the Property be
preserved, maintained and enhanced by the continuation of appropriate land use patterns and the
introduction of new land use patterns on the Corridor. including, without limitation, those relating
to trail, recreation, open space, wildlife, park. and the development and use of a comprehensive mass
transportation system, including without limitation train/light rail transit (generally hereinafter
referred to as "mass transit"), that do not significantly impmr or interfere with the Conservation
Values, and that maintain the Corridor for the foregoing purposes.
1.5 RFRHA is the recipient of a prior Legacy Project Grant. dated June 30, 1997 ("Grant").
Pitkin County is RFRHA's designated Agent for admimstering the Grant, including but not Limited
to contact with the Board and its staff in all matters pertaining to implementation of the work plan
as described in the initial Legacy Grant Project Application, all official requests for funding of a
specific appropriation of the Grant and executing any addenda and amendments thereto.
1.6 In consideration for the Board's agreement to amend the Grant to provide for additional
funding to RFRHA, RFRHA agrees m grant to the Board the right to monitor and enforce RFRHA's
obligation to preserve and protect the Conservation Values of the Property in perpetuity, as well as
RFRHA's right and obligation to develop a trail the length of the Corridor outside Pitkin County and
to provide access to public lands adjacent to the Corridor and access to the Roaring Fork River, as
more particularly described herein (collectively, "Conservation and Trail Obligations").
1.7 The Board wishes to amend the Grant and acquire the right to monitor and enforce
RFRHA's performance of its Conservation and Trail Obligations, which right shall be a covenant
running with the land, held by the Board in gross ~n perpetuity.
1.8 RFRHA agrees by accepting the Grant. as amended, to honor the intentions of the
Board stated herein, to cause the preservation and protection in perpetuity of the Conservation
Values of the Property for the benefit of tl-us generation and generations to come. and to cause the
construction and maintenance of a trail on the Corridor.
RFRHA/GOCO Agreement
Page 3 of 22
2.0 Purpose and Intent.
2.1 It is the purpose of thifs Agreement to ensure that the Corridor will be maintained as a
linear, open space corridor, appropriate for trails, recreation, wildlife, environmental, and educational
purposes, while also permitting the construction of trails and trailhead facilities and the continuation.
construction and/or operation of mass transit servmes and facilities, but preventing any other use
of the Corridor that will significantly impair or interfere with any trail on the Corridor or the
Conservation Values of the Property. RFRHA intends that unless and until terminated in accordance
with the terms of this Agreement. the restrictions herein will constitute a perpetual covenant running
with the land held by the Board in gross, which restrictions will confine the use of the Corridor and
the Property to the activities enumerated herein and RFRHA shall enforce these use limitations
against all other, individuals and government entities.
2.2 The parties acknowledge and agree that the Corridor was Onginaily purchased and is
held by RFRHA in perpetuity not only for its Conservation Values and the construction and
maintenance of a trail, but for the re-establishment of a mass transit system in the furore. The
Corridor was purchased by RFRHA from the Southern Pacific Transportation Company and its
successors as a raikoad subject to the jurisdiction of the federal Surface Transportation Board
("STB"). In addition, the Corridor was purchased subject to certain existing access easements, trails
and trails facilities, easements, licenses, leases, operating agreements and utility easements.
Accordingly, RFRHA shall be permitted to take all actions necessary with STB and the State of
Colorado. Department of Transportation ("CDOT") and the Public Utilities Commissmn ("PUC"),
to ensure the continuing ability of RFRHA to operate and manage the Corridor as a railroad. It is
not the intent of the parties to interfere with the legal rights and obligations of RFRHA attendant to
the operation of a mass transit corridor or the legal rights and obligations of tenants or grantees of
easements upon the Corridor, including the trail easement owned by the Board of County
Commissioners of Pitkin County, Colorado, on the Corridor within Pitkin County; provided,
however, that to the extent reasonable and practicable the design criteria and operation of mass
transit improvements and rail alignments shall consider and respect the Conservation Values and trail
uses of the Property.
2.3 Notwithstanding any language to the contrary contained in this Agreement or appended
exhibits incorporated herein by reference, nothing in this Agreement shall be read or understood to
mean that any portion of the Corridor 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 any Updated Comprehensive Plan Ias described in Section 5.1.
below) is adopted by RFRHA and approved in accordance with this Agreement and RFRHA passes
a resolution designating any portion of the Property as "parklands." Except as necessary to carry out
existing uses of the Corridor and to implement requirements imposed under the ICC Termination
Act, related statutes, regulations and orders of the Surface Transportation Board. and to mahatain the
Corridor in a reasonable and prudent fashion, no physical use and/or construction impacts to the
Corridor shall occur unless and until appropriate National Environmental Policy Act (NEPA~
documentation is completed, including satisfying the provisions of Section 4(f) of the Department
of Transportation Act and Section t06 of the Federal Aid Highway Act. as appropriate, with
RFRJ'IA/GOCO Agreement
Page 4 of 22
agreement from the State Historic Preservation Officer and the Advisory Council on Historic
Preservation, in accordance with the terms of the Comprehensive Plan. Notwithstanding the
foregoing, the construction of an interim trail on the Corridor, which is exempt from the foregoing
requirements, existing public uses of the Corridor. and those crossings and other uses planned by
various governmental entities (as described in the Comprehensive Planl shall be permitted.
3.0 Trail Easement in Pitkin County Acknowledged and Other Trail Obligations Assume,1.
3.1 Within that portion of the Corridor located in Pitkin County, RFRHA has previously
granted to Pitkin County a Deed of Conservation Easement and Deed of Trail Easement, dated June
26, 1997 and recorded in the real property records of the Pitkin County Clerk and Recorder' s Office
at Reception No. 405938 (the "Deed of Conservation and Trail Easement"), by which RFRHA
conveyed to Pitkin County an interim trail easement which encumbers the entire Corridor within
Pitkin County (the "Pitkin County Trail Easement"). Pursuant ro the terms of the Deed of
Conservation and Trail Easement, the interim Pitkin County Trail Easement shall remain until such
time as mass transit is placed within the Corridor. or December 31. 2020 (whichever is earlier), at
which time a perpetual twenty foot (20') wide trail easement shall be identified and legally described
within the Corridor and which easement shall replace the interim Pitkin County Trail Easement.
Nothing contained in this Agreement shall be deemed to modify, amend or in any way affect the
Pitkin County Trail Easement created pursuant to the Deed of Conservation and Trail Easement.
3.2 As an exmnsmn of the Pitkin County Trail Easement. RFRHA hereby designates a trail
upon the entire Corridor outside Pitkin County (The "RFRHA Trail") on an interim basis until such
time as mass transit is placed within the Corridor, or December 31, 2020 (whichever is earlier), at
which time a perpetual twenty foot (20') wide RFRHA Trail shall be identified and legally described
within the Corridor replacing the interim RFRHA Trail. The interim RFRHA Trail outside Pitkan
County shall connect ro the Pitkin County Trail Easement, shall be continuous, and shall
accommodate hiking, mountain biking, horseback riding and cross-country skiing, while preserving
the Corridor for mass transit, along any route on the Corridor chosen by RFRHA, subject to the
Board's approval, which shall not be unreasonably withheld, until such. time as a permanent trail is
constructed in accordance with the Comprehensive Plan or any Updated Comprehensive Plan(as
defined in Section 5.1, below). It is anticipated that RFRHA will receive and will utilize funding for
the construction of the RFRHA Trail from the Roaring Fork Transportation Authority and/or other
third party funding services. In the event such trail construction funds are not received by RFRHA.
RFRI-IA shall have no obligation to locate and construct said interim trail, and following the f~t to
occur of the construction of mass transit on the Corridor or December 31, 2020. the Board shall
release and relinquish any rights it may have to enforce any of RFRHA's Trail Obligations outside
of a fixed twenty (20) foot trail corridor (which shall be pinned and surveyed by RFRHA) by
recording a release in the appropriate coumy land records.
4.0 Grant of Rk, ht to Monitor and Enfarce RFRI-IA's Conservation and Trail 0bligation~.
RFRHA shall be solely responsible for the performance of its Conservation and Trail Obligations.
The Board shall have the right to monitor and enfome RFRHA's performance of its Conservation
RFRHA/GOCO Agreernenr
Page 5 of 22
Obligations on the Property and its Trail Obligations througlaout the length of the Corridor. as more
fully set forth below.
4.1 ~he Board. To accomplish the purposes of this Agreement. the following
rights are conveyed to the Board by RFRHA under this Agreement:
4.1.1 To cause the preservation and protection of the Conservation Values of the
Property consistent with the terms of this Agreement and consistent with the intended mass
transit uses upon the Corridor;
4.1.2 To enter upon the Corridor at reasonable times in order to monitor RFRHA's
compliance with and otherwise enforce the terms of this Agreement; and
4.1.3 To prevent any activity on or use of the Corridor that is inconsistent with the
terms and purposes of this Agreement that adversely impacts the Conservation Values of the
Property or the RFRHA Trail upon the Corridor, or that is in violation of this Agreement, and
to require the restoration of such areas or features of the Property that may be damaged by
any inconsistent activity or use. To that end, the Board shall have the right of immediate
entry to stop, pursuant to court order, any activities described in the preceding sentence or
to cause RFRHA to stop any such activities.
4.1.4 The Board shall have the right to appoint an agent to exercxse on the Board's
behalf any of the rights granted the Board under this Agreement. The designation of the
Board's agent may be changed by a written statement by the Board addressed to and received
by the RFRI-IA Executive Director.
4.1.5 To enable the Board to further monitor RFRHA's performance of its
Conservation Obligations on the Property and its Trail Obligations on the Corridor, RFRHA
shall also submit to the Board a written update report, in form and substance acceptable to
the Board, on the condition of the Corridor not less than once annually.
5.0 Corn :rehensive Plan_.
5.1 The Corridor shall be developed and operated in accordance with the terms of the
Comprehensive Plan. The Comprehensive Plan will be updated and reapproved by RFRI-IA. all
voting members of RFRHA, and the Board no less frequently than every five (5) years thereafter
until such time as the mass transit and trail uses are implemented throughout the Corridor (the
"Updated Comprehensive Plan"). The parties hereto acknowledge and understand that approval of
any Updated Comprehensive Plan by the Board shall be in accordance with Section 5.2. below.
5.2 The Board shall not unreasonably withhold its approval of any Updated Comprehensive
Plan. In deciding whether to approve an Updated Comprehensive Plan, the Board shall consider the
RFR['IA/GOCO Agreement
Page 6 of 22
updated plan' s impact on use of the Corridor for rail, trail, open space, wildlife, and parks purposes.
Specifically, the following factors will be evaluated:
5.2.1 Whether the Updated Comprehensive Plan is consistent with the
purpose and intent section (Section 2.0. above ~ of this Agreement and the guiding
principles set forth below in Section 5.4.
5.2.2 Whether the Updated Comprehensive Plan is generaliyconsistent with
the project as initially described in the original Legacy Grant Application; and
5,2.3 Whether the Updated Comprehensive Plan includes the items that the
Board has agreed it will contain (access plan, trail plan. etc.) listed in Section 5.3,
below.
5.2.4 In the event that the Board does not approve an Updated
Comprehensive Plan, RFRHA and/or the Board shall have the right to terminate this
Agreement and all of RFRHA's obligations with respect to the Board. RFRHA's
obligations to the Board may only be terminated upon the repayment of the funds
granted by the Board plus interest on such sum at the rate earned by the Board's
funds invested by the Treasurer of the State of Colorado from the date of this
Agreement until repayment, provided that repayment is made within six (6) months
of the Board's disapproval of any Updated Comprehensive Plan. In the event of
RFRHA's timely repayment, the parties will cooperate in the execuuon and recording
of such documents as either party may in its discretion deem appropriate to
accomplish the formal termination of this Agreement; provided that this Agreement
will not be terminated until the Grant is repaid in full as provided in this Section.
5.3 Any Updated Comprehensive Plan shall include, but is not limited to: (1) location of
both a permanent continuous public recreation trail running along the entire length of the Corridor
and the location of a continuous interim trail within the Pitldn County portion of the Corridor. all
in accordance with Ordinance 97-26 of the Board of County Commissioners of PitlOn County and
the location of an interim trail outside of Pitidn County; (2) location and description of trail head
facilities; (3) identification of public access points over the Corridor for the purpose of gaming
access to the Roaring Fork River and other public lands along the Corridor for public recreation; (4)
description of proposed wildlife and environmental education programs, on the Property; (5) a
signage plan for all activities to be developed within the Property; (6) location and exxstence of
historic structures or areas; (7) a biologic inventory of the Property to amend and update the
Comprehensive Plan; (8) identification of criteria to be considered in implementing any Updated
Comprehensive Plan to protect and preserve the Conservation Values of the Property to the extent
reasonable and practicable: (9) description of structures and facilities necessary to place and operate
a mass transit system and their location within the Corridor; (10) the identification of all areas, other
than Pitkin County, where the Corridor will not support both trail and mass transit uses in these
areas the Updated Comprehensive Plan will identify alternate routes for trails); (11 ) identification
of al/utility easements and facilities, both underground and above surface, including, including, but
RFRHA,/GOCO Agreement
Page 7 of 22
not limited to, telecommunication facilities: and (i 2) a detailed improvements and operations plan
for all uses, including a management and funding strategy.
5.4 The principles that will guide any Updated Comprehensive Plan (including an access
management plan) and optimize the Corridor's trail, mass transit, open space, recreational, parks and
wildlife uses and values are as follows:
5.4.1 The Corridor shall be managed to protect the health and safety of those
using the Corridor:
5.4.2 New road crossings over the Corridor shall be minimized:
5.4.3 Existing crossings shall be consolidated so long as the trail, mass
transit, open space, recreational, parks, and wildlife uses and values will not be
impaired by so doing; and
5.4.4 Any development permitted in the Corridor (including, but not limited
to mass transit facilities, trails, road crossings, etc.) shall be located, designed.
constructed and managed in a manner that avoids, minimizes or mitigates adverse
impacts to the open space, recreation, scenic and wildlife values of both the Corridor
and adjacent lands that add to the scenic value and enjoyment of the Corridor.
5.5 Except as necessary to carry out existing uses of the Corridor and to implement
requirements imposed under the ICC Termination Act. related statutes, regulations and orders Of the
STB, no facilities or structures related to mass transit uses shall occur on the Corridor that are
inconsistent with the Comprehensive Plan or any Updated Comprehensive Plan, which plans shall
limit and control the development, location, size and use of such mass transit facilities and structures
allowed on me Corridor as well as all other uses allowed on the Corridor.
6.0 Prohibited, Restricted and Permitted Uses and Activities Upon the Propert,. The parties
hereto acknowledge and agree that certain uses of and activities upon the Property would be
inconsistent with the purpose and intent of the Agreement. Accordingly, the parties agree that except
to the extent permitted in this Section 6, any activity on or use of the Property inconsistent with the
purposes or intent of this Agreement is prohibited. Without limiting the generality ofthe foregoing,
the following activities and uses are expressly prohibited, restricted or permitted as specifically
indicated and RFRHA agrees it shall not engage in any activities or uses nor shall it permit third
parties to engage in any activities or uses on the Property that are inconsistent with the purposes and
intent of the Agreement.
6.1 Construction of Buildln~? and/or Other Structur:n. The construction or
reconstruction of any building or other structure or improvement, except those existing on the date
of this Agreement and except as necessary to implement other approved uses set forth in the
RFRHA/GOCO Agreement
Page 8 of 22
Comprehensive Plan ~such as mass transit, trails, s~gnage for trails and trailheads, and existing
licenses and easements), is prohibited except as may be permitted below.
6.2 Fences. RFRHA may repair or replace existing fences, and new fences may be built by
RFRHA for purposes of reasonable and customary management of livestock and wildlife, and for
separation of ownership and uses along trails to protect trail users; provided that any fences must be
consistent with the Comprehensive Plan, providing for passage of the public and wildlife, where
appropriate. With regard to fences for livestock or that may effect wildlife purposes only, such
fences shall comply with the regulations and/or advice of the Colorado Division of Wildlife.
6.3 New Crossings, Structures and/or Improvemente, New crossings, structures and/or
improvements that RFRHA desires ro construct which are directly related to mass transit, trails.
outdoor recreation, open space, wildlife, parks, or trails, and access points shall be consistent with
the Comprehensive Plan and any Updated Comprehensive Plan. Those crossings, structures and
improvements consistent with the Comprehensive Plan or any Updated Comprehensive Plan may
be constructed by RFRHA without the consent of the Board. but RFRHA must provide prior notice
as set forth under Section 8 herein. In addition. RFRHA shall be entitled to construct without the
Board's approval any crossings, structures and/or improvements necessary to implement
requirements imposed under the ICC Termination Act, related statutes, regulations and orders of the
STB; however, RFRHA must provide notice to the Board as set forth under Section 8 herein, which
notice shall include reference to the act or statute requiring such improvement construction. The
parties hereto acknowledge that the Property is burdened by a telecommunications easement owned
by Qwest Communications Corporation ("Qwest") which authorizes the easement owner certain
rights to construct certain ancillary facilities on the Property. The Property is also burdened by a
subeasement agreement from Qwest to U.S. West Communications, Inc. (U.S. West). Said facilities
shall not be prohibited provided they are consistent with the terms of that certain Third Amendment
to Easement Agreement (Aspen Branch) between Southern Pacific Transportation Company, Qwest
and RFRHA, or the First Amendment to the Subeasement Agreement between Qwest, U.S. West and
RFRHA, memoranda of which are of record.
6.4 Subdivision. Any division or subdivision of title to the Property, whether by physical
or legal process shall be prohibited.
6,5 Harvestin Tiraber_. Cutting of trees shall be prohibited, except that trees may be cut
to control insects and disease, to control invasive non-native species, to prevent personal injury and
property damage, and to enable construction and maintenance of permitted uses allowed to be
developed within the Property. Dead trees may also be cut for firewood and other uses on the
Property; however; at least three (3) dead trees per acre shall remain uncut. Commercial timber
harvesting on the Property shall be prohibited. The Board shall be provided with notice prior to the
cutting of trees pursuant to this provision.
6.6 Mining. The mining or extraction of soil, sand. gavel, rock, oil, natural gas, fuel, or
any other mineral substance shall be prohibited on the Property except as permitted hereunder for
the purpose of mass transit and trail improvements.
RFP, HA/GOCO Agreement
Page 9 of 22
6.7 Paving and Road and Trail Construction. Except as permitted in this Agreement and
as set forth in the Comprehensive Plan or any Updated Comprehensive Plan (including the proposed
extension of Industry Place in the Town of Carbondale and the Glenwood By-pass), no portion of
the Property shall be paved or otherwise covered with concrete, asphalt, or any other paving material,
nor shall any road crossings or trails be constructed, except that RFRHA shall be entitled to construct
any road necessary for the Property to be categorized a "public highway'' under 43 U.S.C, § 912 and
Colorado law, in the event that the Corridor could not otherwise be maintained as a continuous linear
corridor. Trails for non-motorized uses as provided in the Comprehensive Plan or any Updated
Comprehensive Plan may be paved. Notice of any such paving or read or trail construction shall be
provided to the Board in accordance with Section 8, herein.
6.8 Trash. The dumping or uncontained accumulation of any kind of trash or refuse on the
Property shall be prohibited,
6.9 Water Rights. RFRHA shall retain and reserve the fight to use such water rights as
may be appurtenant to the Property in order to maintain and improve the Conservation Values of the
Property, and shall not transfer, encumber, lease, sell or otherwise separate any such appurtenant
water rights from title to the Property itself.
6.10 Commercial or Industrial Activity. No commercial or industrial uses unrelated to
mass transit and associated uses shall be allowed on the Property except as provided in this Section
6 or the Comprehensive Plan and except that RFRHA shall be entitled to grant underground
easements; provided that (i) the utility provider's usage does not substantially diminish the
Conservation Values or interfere with the purposes of this Agreement and the utility provider is
required to revegetate and restore the surface of the Property to its former condition to the extent
possible, and (ii) the Board f~rst approves the form of easement agreement in accordance with the
notice provisions of Section 8, herein. No part of the Property shall be used as a parking lot.
6.11 Mass Transit and Trail Improvements. It is agreed and acknowledged that the
principal purpose for the preservation of the Corridor is to allow it to be used for the development
of a public recreation trail, to allow public access to other public lands, to preserve open space and
wildlife habitat, to provide access to the Roaring Fork River~ and to allow for the development o~'
mass transit uses. Accordingly, construction of mass transit and trail improvements shall be allowed
as follows:
6.11.1 Mass Transit. The construction and maintenance of improvements on the
Property directly related to and necessary for the operation of mass transit shall be permitted.
provided that:
6.11.1.1 No improvements shall be made unless and until they have
been provided for in the Comprehensive Plan or any Updated Comprehensive Plan.
except as necessary to carry out existing uses of the Property and to implement
RFRHA/GOCO Agreement
Page 10 of 22
requirements imposed under the ICC Termination Act, related statutes, regulations.
and orders of the STB.
6.11.1.2 The improvemems must be directly related to and necessary
for the operation of the mass transit. By way of example, but not limitation, such
improvements on the Property would include tracks, switching stations, boarding
platforms and terminal stations, and would not include ancillary uses such as shops,
restaurants, and lodging facilities.
6.11.1.3 The improvements must be designed and constructed in a
way so as not to interfere materially in the use of the entire length of the Corridor for
trail, open space, wildlife, parks and any other recreational uses or interfere with
access points to public lands.
6.11.1.4 Upon the implementation of mass transit on the Corridor. or
December 31, 2020, whichever occurs first, the trail shall be grade separated by RFRHA: provided,
however, that prior to December 31, 2020, RFRHA shall be required to grade separate the trail only
at those points of intersection between the trail and actual mass transit operations, it being
understood that mass transit may be implemented upon different segments of the Corridor and at
different times prior to December 31,2020.
6.12 Trail. The construction and maintenance of improvements directly related to and
necessary for the operation of the RFRHA Trail and for access points m public lands and related
recreational uses shall be permitted without the Board's approval, but upon notice as set forth in
Section 8, herein, Such uses may include, but shall not be limited to: trail construction, including
the paving and re-paving of a trail, trail head facilities and trail connection, between the RFRHA
Trail and other trails connecting to the Corridor. Trail development shall be planned and developed
to avoid adverse impacts to riparian areas and other sensitive natural areas, unless there is no
acceptable alternative, in which case impacts shall be mitigated.
7.0 Existing Uses and Uses Permitted Pursuant to the Comprehensive Plan, The parties
further acknowledge and agree that the Corridor is currently being used for certain purposes, and
that certain new crossings and uses are specified in the Comprehensive Plan (including the placement
of wildlife and environmentally educational interpretive signs), which uses shall be considered as
permitted uses; provided, however, any necessary permits and environmental clearances required by
any local, state, and federal agency has been granted or will be granted prior to construction.
8.0 Notice of Intention to Undertake Certain Permitted Action,. The purpose of requiring
RFRHA to notify the Board prior to undertaking certain permitted activities under this Agreement
is to afford the Board an opportunity m ensure that the activities in question are designed and carried
out in a manner consistent with the purpose of this Agreement and to allow the Board the ability m
adequately monitor this Agreement. Whenever RFRHA engages in any activity within the Corridor
which is not a currently existing or permitted use as identified by the Comprehensive Plan. RFRHA
RFRHA/GOCO Agreement
Page 11 of 22
shall notify the Board in writing not less than sixty (60) days prior to the date RFRHA intends to
undertake the activity in question. The notice shall describe the nature, scope, design, location.
timetable, and any other material aspect of the proposed activity in sufficient detail to permit the
Board to make an informed judgment as to ~ts consistency with the purpose of this Agreement and
shall include a map indicating the location of such activity.
9.0 Board's Approval. Where the Board's approval is required under this Agreement. the Board
shall grant or withhold its approval in writing within sixty (60) days of receipt of RFRHA's written
request therefor. The Board's approval may be withheld only upon a reasonable determination that
the action as proposed would be inconsistent with the purpose of this Agreement or contrary to its
terlI1S.
10.0 Enforcement. Except as provided herein, the Board shall have the right to cause the
prevention or mqnlre the correction of violations of the terms and purposes of this Agreement. The
Board may enter the appropriate portion of the Corridor for the purpose of inspecting for violations.
If the Board finds what it believes is a violation, it shall immediately notify RFRHA in writing of
the nature of the alleged violation and what steps are necessary to correct the violation. Within not
mom than ten (10) days following receipt of this written notice. RFRHA shall either Ia) restore the
Corridor to its condition prior to the violation. (b) provide a written explanation to the Board of the
reason why the alleged violation should be permitted, or (c) take action m prevent any th/rd party
violations of this Agreement and cause restoration of the Corridor following notice to the Board of
the actions it intends to pursue. If the condition described in clause (b) above occurs, both parties
agree to meet as soon as possible to resolve this difference. Ifa resolution of this difference cannot
be achieved at the meeting, both parties agree to meet with a mutually acceptable mediator to attempt
to resolve the dispute at the mediation session. When. in the Board's opinion, an ongoing or
imminent violation could materially diminish or impair the trail on the Corridor or Conservation
Values of the Property, the Board may, at its discretion, take appropriate legal action. RFRHA shall
discontinue any activity which gave rise to the Board's notice of violation from the date of receipt
of such notice until the matter is decided. If there is no resolution of the dispute by the end of the
mediation session, the Board may, at its discretion, take appropriate legal or equitable action. If a
court with jurisdiction determines that a violation is tmminent, exists, or has occurred, the Board
may seek any relief permitted at law or in equity, including a temporary or permanent injunction. The
Board may also request a court issue an injunction to require RFRHA to restore the Corridor to its
condition prior to the violation by either RFRHA or a third party.
11.0 Cost of Enforcement. Except as provided in the following sentence, any costs incurred by
the Board in enfoming the terms of this Easement against RFRHA or any third party, including,
without limitation,, mediation fees, costs of suit and reasonable attorneys' fees, and any costs of
restoration necessitated by RFRHA's violation of the terms of this Easement. shall be borne by
RFRHA whether or not the Board prevails. However. if a court of competent jurisdiction roles that
any action brought by the Board is frivolous in nature or was vexatious or brought in bad faith,
RFRHA's and the Board's costs of suit, including, without limitation, reasonable attorneys' fees.
shall be borne by the Board.
RFRHA/GOCO Agreement
Page 12 of 22
12.0 The Board's Discretion. Enfomement of the terms of this Agreement shall be at the discretion
of the Board and, in the' event of any breach of any term of this Agreement by RFRHA. any
forbearance by the Board to exercise its rights under this Agreement or any other remedy available
at law or equity shall not be deemed or construed to be a waiver by the Board of such remedy under
this Agreement or otherwise available to the Board at law or equity. No delay or omission by the
Board in the exercise of any right or remedy upon any breach by RFRHA shall impair such right or
remedy or be construed as a waiver.
13.0 Waiver of Certain Defenses. The parties hereby mutually waive any defense of laches.
estoppel, or prescription. RFRHA shall not raise, and hereby waives, any defense to the Board's
enforcement of the terms of this Agreement under the laws of sovereign immunity or the Colorado
Governmental Immunity Act, C.R.S. § 24-10-101, et seq.
14.0 Acts Beyond RFRI-IA's Control. Nothing in this Agreement shall be construed to entitle
the Board to bring any action against RFRHA for any injury to or change in the Corridor resulting
from causes beyond RFRHA's control, including without limitation, fire, flood, storm and earth
movement, any judicial or governmental rule, order or other official action, or from any prudent
action taken by RFRHA under emergency conditions to prevent, abate or mitigate significant injury
to the Corridor resulting from such causes. Violations of this Agreement by any third party not
described herein shall not be deemed to be an "act beyond RFRHA's control."
15.0 Access, Notwithstanding anything else in this Agreement to the contrary, RFRHA shall
provide the public access to and along the Corridor to the extent necessary to facilitate the Corridor's
use for recreational, trail, open space, wildlife, parks and mass transit uses. To the extent provided
by Colorado law, RFRHA shall maintain, operate and keep open a public trail with the Corridor that
meets the definition of a "public highway legally established" as used in 43 U.S.C. § 912 and all
regulations promulgated thereunder. However, with respect to public or private access laterally
across the Corridor not consistent with the Comprehensive Plan or any Updated Comprehensive
Plan, access shall be restricted so as to: (i) allow for the possible resumption of rail use along the
Corridor as is contemplated by 16 U.S.C. § 1247(d) and the regulations promulgated thereunder;(ii)
protect the health and safety of those using the Corridor for recreational purposes; and (iii)
discourage the occurrence of increased vehicular traffic over the Corridor which is inconsistent with
the Conservation Values, the Comprehensive Plan and any Updated Comprehensive Plan.
16.0 Costs and Liabilities, RFRHA retains all responsibilities and shall bear all costs and
liabilities of any kind related to the ownership, operation, upkeep, and maintenance of the Corridor.
including, but not limited to, noxious weed control, the maintenance of adequate comprehensive
general liability insurance coverage with the Board named as an additional insured, and the cost of
repmring and/or revegetating areas of the Corridor disturbed in violation of this Agreement or by a
third parry. RFRHA shall keep the Corridor free of any liens arising out of any work performed for.
materials furnished to, or obligations incurred by RFRHA.
RFRHA/GOCO Agreement
Page 13 of 22
17.0 Taxes. RFRHA shall pay, before dehnquency, all taxes, assessments, fees and charges of
whatever description levied on or assessed against the Corridor by competent authority (collectively,
"Taxes"), including any Taxes incurred as a result of this Agreement, and shall furnish the Board
with satisfactory evidence of payment upon request. The Board is authorized but in no event
obligated to make or advance any payment of taxes, upon ten (10) days prior written notice to
RFRHA, in accordance with any bill. statement, or estimate procured from the appropriate authority,
without inquiry into the validity of the taxes or the accuracy of the bill. statement, or estimate, and
the obligation created by such payment shall bear interest until paid by RFRHA at the lesser of four
hundred (400) basis points over the prime rate of interest from time to time charged by Norwest
Bank of Denver, or if not then in existence, the Denver bank with the largest asset base. or the
maximum rate allowed by law.
18.0 Liability. RFRHA assumes all responsibility for (i) the negligent actions of its officiais.
employees and agents in the performance or failure to perform incident to this Agreement, (ii) injury
to or the death of any person, or physical damage to any property resulting from any act. omission,
condition, or other matter related'to or occumng on or about the Corridor. regardless of cause unless
due solely to the negligence of the Board, its officials, employees, or agents, and (iii) the presence
or release of hazardous or toxic substances on, under or about the Corridor; and shall be responsible
for all liabilities, claims, demands, damages, or costs caused thereby. It is agreed that such liabilities
shall not exceed any applicable limits set forth in the Colorado Governmental Immunity Act
("CGIA")now existing, or as may hereafter be amended, nor confer any benefits to any person not
a party to this Agreement. By agreeing to this provision, except as provided herein, RFRHA does
not waive or intend to waive the limitations on liability which are provided to RFRHA under CGIA.
C.R.S. § 24-10-101, et seq. In assuming responsibility for the negligent acts or ormssions of its own
officials, agents and employees in the performance or failure to perform incident m this Agreement.
RFRHA in no way assumes responsibility for the negligence or intentional misconduct of the
employees or agents of the Board. RFRHA hereby waives any and all rights to any type of express
or implied indemnity from the State of Colorado, the Board, or any of their respective officers.
agents or employees, for any liability reSUlting from, growing out of, or in any way connected with
or incident to this Agreement. For the purpose of this paragraph, "hazardous or toxic substances"
shall mean any hazardous or toxic substance which is regulated under any federal, state or local law.
19.0 Indemnity.
19.1 RFRHA, within its legal ability to do so under the Constitution of the State of Colomdo
and other laws, and without in any way or manner intending to waive or waiving the defenses of
limitation on damages provided under and pursuant to the Colorado Governmental Immunity Act
("CGIA"), the Colorado Constitution, or under common law or the laws of the United States or the
State of Colorado, except as specifically waived herein, shall indemnify, defend and hold harmless,
the Board, its members, officers, agents and employees from any and all liabilities, claims, demands,
damages or costs (including reasonable attorneys' fees) resulting from, growing out of, or in any way
connected with or incident to this Agreement, except to the extent caused by the negligence or wilful
and wanton conduct of the Board, its members, officers, agents or employees. The Board
acknowledges it is liable for its own negligent acts. RFRHA hereby waives any and ail rights to any
RFRHA/GOCO Agreement
Page 14 of 22
type of express or implied indemnity from the State of Colorado. the Board, its members, officers,
agents or employees, for any liability resulting from, growing out of, or in any way connected with
or incident to this Agreement. The Board's indemnity rights set forth herein and in the Legacy
Grant, as amended, shall survive termination of this Agreement.
19.2 Notwithstanding any other provision of this Agreement to the contrary, no term or
condition of this Agreement shall be construed or interpreted as a wmver, either express or implied,
of any of the immunities, rights, benefits or protection provided to the Board or RFRHA under the
CGIA. The Board and RFRHA understand and agree that liability for claims for injuries m persons
or property arising out of the negligence of the Board or RFRHA, or their respective members.
officials, agents and employees ~s controlled and limited by the provisions of the GCIA. The parties
agree that no provision of th.is Agreement shall be construed in such a manner as to reduce the extent
to which the GCIA limits the liability of the Board or RFRHA. or their respective members, officers.
agents and employees.
19.3 Notwithstanding any other provision of this Agreement to the contrary, the voting
members of RFRHA, (i) shall not be liable for any monetary damages under this Agreement or any
other financial obligation under this Agreement except to the extent to their liability as members of
RFRHA, as set forth in the Intergovernmental Agreement; and (ii) shall be' directly subject to any
equitable remedies by the Board, such as injunctive relief, in the event any of them falls to perform
its obligations under this Agreement or otherwise breaches this Agreement.
20.0 Termination and Extinguishment. In addition to RFRHA's tight of termination under the
circumstances and pursuant to the terms set forth in Section 5.2.4, above, which method of
termination shall not require judicial proceedings, if other circumstances arise in the furore such as
render any purpose of this Agreement impossible to accomplish, this Agreement may be tenuinated
and extinguished pursuant m the terms of this Section 20.0, whether in whole or in part, by judicial
proceedings in a court of competent jurisdiction. Each party shall promptly notify the other when
it first learns ~f such circumstances. If this Agreement is terrmnated and extinguished in part. it shall
remain valid as to the portion deemed not to be terminated and extinguished. In the event of
condemnation, involuntmy conversion, sale or exchange of any portion of the Corridor subsequent
to such termination and extinguishment, the amount of the net proceeds ro which each party shall
entitled, after the satisfaction all outstanding RFRHA obligations and prior claims, shall be
determined, unless otherwise provided by Colorado law at the time, as follows:
The Board, in its sole discretion, shall be entitled to receive the greater of
(i) the gross proceeds multiplied by eighteen percent (18 %), which figure represents the
percentage of the original purchase price of the Corridor paid by RFRHA ($8,500,000) which was
provided by the Board ($1,500,000). or
(ii) the amount of the Grant, as amended, from the Board which was used to acquire the
Corridor multiplied by a fraction, the denominator of which shall be the Consumer Price Index
("CPI") figure published for the month immediately preceding the month in which the Grant was
RFRttA/GOCO Agreement
Page 15 of 22
given (June, 1997), and the numerator of which shall be the CPI figure published for the month in
which the sale, exchange or involuntary conversion occurs. As used herein, the term "Consumer
Price Index" or "CPI" shall mean the U.S. Department of Labor's Bureau of Labor Statistics'
Consumer Price lndex All Urban Consumers All ltems. Denver, Colorado 1982-1984equals 100),
or the successor of such index as determined by the Board.
21.0 Assignment. This Agreement is assignable, but RFRHA may assign its rights and obligations
under this Agreement only m an organization that is approved as an assignee by the Board in
advance and in writing. As a condition of such transfer, the Board shall require that the
Conservation and Trail Obligations set forth in this Agreement continue to be carried out.
23.0 Notices. Any notice, demand, request, consent, approval, or communication that either party
desires or is required to give to the other shall be in writing and either served personally or sent by
certified mail, postage prepaid, return receipt requested, and addressed as follows:
To RFRHA: Robert M. Noone, Esq.
P.O. Drawer 39
Glenwood Springs. CO 81602
and
Executive Director
Roaring Fork Railroad Holding Authority
P.O. Box 1273
Carbondale, CO 81623
To the Board: Executive Director
State Board of the Great Outdoors Colorado Trust Fund
303 East 17th Avenue, Suite 900
Denver, Colorado 80203
or to such other address as either of the parties shall designate from time m time by written notice
to the others,
24.0 Recordation. The Board shall record this Agreement in timely fashion in the official records
of each county in which the Corridor is situated, and may re-record it at any time as may be required
to preserve its rights in this Agreement.
25.0 Controlling Law. The interpretation and performance of this Agreement shall be governed
by the laws of the State of Colorado.
26.0 Liberal Construction. Any general rote of construction to the contrary notwithstanding, this
Agreement shall be liberally construed to effect the purpose of this Agreemant. If any provision in
this Agreement is. found to be ambiguous, an interpretation consistent with the purpose of this
RFRttA/GOCO Agreement
Page 16 of 22
Agreement that would render the provision valid shall be favored over any interpretation that would
render it invalid.
27.0 Severabilitv. If any provision of this Agreement, or the application thereof to any persons or
circumstances is found to be invalid, the remainder of the provisions of this Agreement, or the
application of such provisions to persons or circumstances other than those as to which it is found
to be invalid, as the case may be, shall not be affected thereby.
28.0 No Third Party Beneficiaries. There shall be no direct or indirect third party beneficiaries of
this Agreement and neither RFRHA nor the Board shall be liable to any third party for any default
or breach of this Agreement.
29.0 No Forfeiture. Nothing contained herein will result in a forfeiture or reversion of RFRHA's
tide in any respect.
30.0 Termination of Rights and Obligations. A party's rights and obligations under this
Agreement terminate upon transfer of the party's interest in the Agreement or the Corridor except
that liability for acts or omissions occurring prior to transfer shall survive transfer.
31.0 Captions. The captions in this instrument have been inserted solely for convemence of
reference and are not a parr of this instrument and shall have no effect upon construction or
interpretation,
32.0 Amendment. If the circumstances arise under which an amendmem to or modification of this
instrument would be appropriate, RFRHA and the Board are free to amend jointly this instrument:
provided that the prior written approval of RFRHA and the Board shall be required. The parties
hereto acknowledge that following the adoption of any Updated Comprehensive Plan referenced in
Section 5 herein above, that this Agreement may require amendment to conform to the Updated
Comprehensive Plan. Any amendment made to accommodate any approved and adopted Updated
Comprehensive Plan shall avoid, minimize or mitigate adverse impacts to trails, open space.
recreation, scenic and wildlife values of the Property. Any other amendments shall be neutral to or
strengthen the trails and conservation purposes of this Agreement. In either case, amendments shall
not affect the perpetual duration of this Agreement. This Section shall be expressly subject to the
termination and extinguishment provisions of Section 20, above. Any amendment must be in
writing, signed by RFRItA and the Board. and recorded in the records of the Clerk and Recorder of
the counties in which the Corridor is located.
33.0 Compliance with "Railbanklng" St~t_ut~ The p~Xies acknowledge that the Corridor is
intended to be utilized in a manner which will allow it to be maintained as a viable rail transportation
corridor as provided for in 16 U.S.C. § 1247(d) and all regulations promulgated thereunder. The
Board agrees not to take any action that would be inconsistent with the requirements of or violate
16 U.S.C. § 1247(d), the regulations promulgated thereunder or any other statute or regulation
pertaining to or affecting the title to the Corridor in the hands of RFRHA.
RFRHA/GOCO Agreement
Page 17 of 22
34.0 Approvals by the Board. The Board and RFRHA agree that in eachinstance where the Board
is either required or has the fight to review and give its approval or consent, no such review, approval
or consent shall imply or be deemed to constitute an assumption by the Board of any responsibility
for the design or construction of building elements, including but not limited to the structural
integrity or life/safety requirements or adequacy of budgets or financing or compliance with any
applicable federal or state laws, or local ordinances or regulations, including any applicable
environmental laws. All reviews, approvals and consents are for the sole and exclusive benefit of
RFRHA as required by this Agreement, and no other person or party shall have the fight to rely
thereon.
35.0 Exercise of Location/Relocation Rights. RFRHA covenants and agrees that RFRHA will
exercise (i) its powers of approval over construction plans, and (ii) all related powers, to require that
facilities located under the authority of:
a. that certain agreement known as the Easement Agreement between Denver & Rio
Grande Western Raikoad Company and Southern Pacific Telecommunications
Company, as amended, and
b. that certmn agreement known as the Subeasement Agreement dated September 29,
1993, between Qwest Communications Company and U.S. West Communications.
Inc., as amended
be located (or relocated, as the case may be) underground or outside of the Corridor (other than the
"wye" area), as defined in the Purchase and Sale Agreement dated as of October 3, 1996, between
RFRHA and the sellers: provided, however, the exceptions which follow apply. If all of the
conditions (i), (ii) and (iii) below are met. facilities may be located above ground and on the
Corridor:
(i) the location of the facility does not unreasonably interfere with or impair
RFRHA's (and/or RFRHA's constituent members') existing or future ability to
construct and operate a trail and mass transit system within the Corridor;
(ii) any new facilities placed in the ConSdor after June 30, 1997, will be limited in
number to no greater that thirty-six (36) facilities, placed in nine (9) or fewer
locations along the Corridor, and have similar dimensions and are not greater in size
than as provided under Exhibit C appended to the First Amendment to the
aforementioned Subeasement Agreement (approximately 5'X5'XS' with
accompanying pad size no greater than 6' X 8); and
(iii) the cumulative impact from the number of facilities placed in the Corridor would
not substantially impair the Corridor for mass transit, trail, open space or wildlife
habitat purposes. The parties agree that underground facilities located within a single
ten foot (10') wide longitudinal easement in the Corridor, including reasonable
RFRHA/GOCO Agreement
Page 18 of 22
surface facilities limited in size and number as provided in the aforementioned
Exhibit C. shall not be deemed to substantially impair the Corridor for the identified
purposes.
Surface facilities may also be located in the Corridor (a) if they comply with exceptions (i) and (iii)
above, and Ih) are comparable in size and nature to facilities existing on the Corridor as of June 30,
1997.
36.0 Current Year Obligations. The pames hereto 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 RFRHA shall not be
considered to be an entity separate from the individual Governments which have created it and any
and all fiscal year spending by RFRHA. 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 individual 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.
The Parties also acknowledge and agree that any payments provided for hereunder by
RFRHA or any requirements for future appropriations by RFRHA shall constitute only currently
budgeted expenditures of individual Governments that have created RFRHA. RFRHA's obligations
under this Agreement are subject to the individual Government's annual right to budget and
appropriate to RFRHA the sums necessary to meet the obligations set forth in this Agreement. No
provisions of this Agreement shall constitute a mandatory requirement in any ensuing fiscal year
beyond the then current fiscal year of the individual Governments. No provision of this Agreement
shall be construed or interpreted as creating a multiple fiscal year direct or indirect debt or other
financial obligation of any individual Government or RFRHA within the meaning of any
constitutional or statutory debt limitation. This Agreement shall not directly or indirectly obligate
any individual Government or RFRHA to make any payments beyond those appropriated by any
individual Government's then current fiscal year. No provisions of this Agreement shall be construed
to pledge or create a lien on any class or source of any individual Government's monies, nor shall
any provision of this Agreement restrict future funding for any individual Government ar RFRHA
or create any obligation of payment from any class or source of any individual Government's or
RFRHA's monies.
37.0 Subsequent Transfers/Covenant Running with the Land. RFRI-IA and the Board
intend that the foregoing Agreement constitute a covenant running with the land held by the Board
in gross, which shall inure to the benefit of, and bind, the parties' respective successors and assigns.
RFRHA' s obligations under this Agreement shall automaticallybe deemed assigned to any successor
owner of al/or a portion of the Corridor. RFRHA agrees to incorporate the terms of this Agreement
in any deed or other legal instrument by which it divests itself of any interest in all or a portion of
the Corridor, including, without limitation, any license, easement or leasehold interest. RFRHA
further agrees to give written notice to the Board of the transfer of any interest at least thirty (30)
RFRHA/GOCO Agreement
Page 19 of 22
days prior to the date of such transfer. The failure of RFRHA to perform any act required by this
paragraph shall not impair the validity of this Agreement or in any way limit its enforceability
against RFRHA or any successor owner of all or a portion of the Corridor.
ROARING FORK RAILROAD HOLDING
AUTHORITY
Date: By:
Tom Newland. Executive Director
STATE OF COLORADO j
)SS.
COUNTY OF )
Subscribed, sworn to and acknowledged before me this day of
2001. by Tom Newland.
SEAL
My Commission Expires:
Notary Public
APPROVED AS TO FORM:
Date: ROBERT M. NOONE, P.C.
By:
Robert M. Noone, #12452
1001 Grand Avenue, Suite 207
P.O. Drawer 39
Glenwood Springs, CO 81602
(970) 9454500 Phone
(970) 945-5570 Fax
RFRHA/GOCO Agreement
Page 20 of 22
GREAT OUTDOORS COLORADO
Date: By:
Lise Aangeenbrug, Executive Director
STATE OF COLORADO )
)SS.
COUNTY OF )
Subscribed. sworn to and acknowledged before me this day of
200 I, by Lise Aangeenbrug.
SEAL
My Commission Expires:
Notary Public
APPROVED AS TO FORM:
Date: ISAACSON, ROSENBAUM, WOODS AND
LEVY, P.C.
By:
William Silberstein, #
633 17m Street. Suite 2200
Denver, CO 80202
(303) 292-5656 Phone
(303) 292-3152 Fax
ASPEN VALLEY LAND TRUST
Date: By:
Reid Haughey, Executive Director
STATE OF COLORADO )
)ss.
COUNTY OF )
Subscribed. sworn to and acknowledged before me this day of
2001, by Reid Haughey.
SEAL
My Commission Expires:
Notary Public
APPROVED AS TO FORM:
Date: HOLME, ROBERTS & OWEN, LLP
By:
Lawrence L.Levin, #
1700 Lincoln Street, Suite 4100
Denver, CO 80203
(303) 861-7000 Phone
(303) 866-0200 Fax
RFRHA,/GOCO Agreement
Page 22 of 22