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HomeMy WebLinkAboutresolution.council.010-95 ,$_'.," ~.. '\, ,I).", \t '(<, fue ~ , - RESOLUTION NO. 10 Series of 1995 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING AN INTERORGANIZATIONAL AGREEMENT BETWEEN THE CITY OF ASPEN, PITKIN COUNTY, THE TOWN OF SNOWMASS VILLAGE, HOLY CROSS ELECTRIC ASSOCIATION, ROCKY MOUNTAIN NATURAL GAS, DIVISION OF KN ENERGY, INC., AND THE ENERGY 2000 COMMITTEE FOR THE ESTABLISHMENT AND OPERATION OF THE COMMUNITY OFFICE OF ENERGY EFFICIENCY; AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAID AGREEMENT ON BEHALF OF THE CITY OF ASPEN, COLORADO. WHEREAS, there has been submitted to the City Council an interorganizational agreement between the City of Aspen, Pitkin County, the Town of Snowmass Village, Holy Cross Electric Association, Rocky Mountain Natural Gas, Division of KN Energy, Inc., and the Energy 2000 Committee for the establishment and operation of the Energy Office for Resource Efficiency, a true and accurate copy of which is attached hereto as Exhibit "A"; NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ASPEN, COLORADO: That the City Council of the City of Aspen hereby approves that interorganizational agreement between the City of Aspen, Pitkin County, the Town of Snowmass Village, Holy Cross Electric Association, Rocky Mountain Natural Gas, Division of KN Energy, Inc., and the Energy 2000 Committee for the establishment and operation of the Energy Office for Resource Efficiency, a copy of which is annexed hereto and incorporated herein, and does hereby authorize the City Manager of the City of Aspen to execute said agreement on behalf of the City of Aspen. ~."" \W &"1), tt 'h " 1.,' ~ - ~t.;.~ - INTRODUCED, READ AND ADOPTED by the City Council of the City of Aspen on the /3.- day of ~, 1995. ~ L5~~ Jo n S. Bennett, Mayor 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, Colorado, at a meeting held on the day hereinabove stated. ,~~~d-~ KathrynJKoch, City Clerk mocklin.res e.. \ '< e e - INTERORGANlZATIONAL AGREEMENT BETWEEN THE CITY OF ASPEN, PITKIN COUNTY, THE TOWN OF SNOWMASS VILLAGE, HOLY CROSS ELECTRIC ASSOCIATION, ROCKY MOUNTAIN NATuRAL GAS, DIVISION OF KN ENERGY, INC., AND THE ENERGY 2000 COMMITTEE FOR THE ESTABLISHMENT AND OPERATION OF THE COMMUNITY OFFICE FOR RESOURCE EFFICIENCY , THIS INTERORGANIZATIONAL AGREEMENT ("Agreement"), is made and entered into as of this a day of~' lJ:i1m' 1995, by and among the CITY OF ASPEN, the TOWN OF SNOWMASS VILL GE, the BOARD OF COUNTY COMMISS lONERS FOR THE COUNTY OF PITKIN, (collectively referred to as "Governmental Entities"), HOLY CROSS ELECTRIC ASSOCIATION, ROCKY MOUNTAIN GAS, DIVISION OF KN ENERGY, INC., (collectively referred to as "Utility Companies"), and the ENERGY 2000 COMMITTEE. WITNESSETH: WHEREAS, the Governmental Entities have the authority pursuant to Article XIV, Section 18, of the Colorado Constitution and Section 29-1-201, et seq., of the Colorado Revised Statutes, to enter into intergovernmental agreements for the purpose of providing any service or performing any function which they can perform individually; and WHEREAS, the parties desire to establish and operate a Community Energy Efficiency Office as herein further described; and . WHEREAS, the Utility Companies desire to cooperate and participate in the establishment, funding and operation of the Energy Office. NOW, THEREFORE, for and in consideration of the mutual covenants and agreements of the parties, and other good and valuable consideration, the adequacy and sufficiency of which is hereby acknowledged, the parties agree as follows: I. PURPOSE. This Interorganizational Agreement is designed and intended to establish a Community Office for Resource Efficiency ("Energy Office") through the active participation of a consortium of public and private entities invested in and committed to promoting energy and water efficiency. The Energy Office shall be created as a Colorado Nonprofit Corporation. The purpose of the Energy Office shall be to work cooperatively with businesses, individu- als, governmental entities and utilities to create measurable improvements in energy and - ~,' I~. ~, ., water efficiency in order to benefit the environment and develop a more sustainable econo- my. II. TERM OF AGREEMENT. The term of this Intergovernmental Agreement shall be from the date that all parties execute the same through December 31, 1994, and shall automatically be renewed for successive one-year periods thereafter upon the approval of the annual budget for such year by all of the Governmental Entities. Any party may terminate this Interorganizational Agreement for any reason upon ninety (90) days' written notice. Notwithstanding any other provision to the contrary, to the extent required by Article X, Section 20 of the Colorado Constitution, all provisions to this Interorganizational Agreement shall be subject to annual renewal and appropriations by the Governmental Entities. III. BOARD OF TRUSTEES. 1. Number: Manner of Aooointment. etc. The Board shall initially consist of six (6) Trustees (the "Trustees"), serving staggered terms to be appointed by each party to this agreement. The term of office of the members of the Board shall be two (2) years, except as provided herein with respect to the initial Board members. The initial Board of Trustees shall be appointed as follows: Sponsoring/ap,pointing: party Initial Term Termination Date City of Aspen County of Pitkin Town of Snowmass Village Holy Cross Electric Assn. Rocky Mtn. Natural Gas Energy 2000 Committee 12/31/96 12/31/96 12/31/96 12/31/95 12/31/95 12/31/94 The number of Trustees on the Board mary vary if, in the future, one or more of the founding organizations decides to withdraw from this agreement or if new organizations join. At all times, however, the Board of Trustees shall have at least four, and no more than nine, members. New sponsoring parties shall be elected to the Board by two-thirds majority vote. 2. Voting Requirements. (a) Ouorum. The powers of the Energy Office shall be vested in the Trustees of the Board in office from time to time. Four Trustees of the Board shall constitute a quorum for the purpose of conducti~ business and exercising powers and for all other purposes, but a smaller number may adjoum from time to time until a quorum is obtained. When a 2 e" " \~ quorum is in attendance, action may be taken by the Board upon a majority vote of the Trustees present. (b) Manner of Voting. The voting on all matters coming before the Board shall be by roll call, and the votes shall be entered upon the minutes of such meeting by name, except on the election of officers which may be by ballot. (c) Voting Oualification. Only Trustees whose sponsoring organization has paid in full their annual funding contribution as set forth herein shall be eligible to vote. The Trustee representing the Energy 2000 Committee shall be eligible to vote regardless of funding contributions. 3. Officers. The officers of the Board of Trustees shall be a Chairperson, a Vice Chairperson, a Secretary/Director of the Energy Office, and a Treasurer. (a) Chailllerson. The Chairperson shall preside at all meeting of the Board of Trustees. At each meeting, the Chairperson shall submit such recommendations and information as s/he considers proper concerning the business, affairs and policies of the Energy Office. e (b) Vice-Chailllerson. The Vice-Chairperson shall perform the duties of the Chairperson in the absence or incapacity of the Chairperson; and in case of the resignation of the Chairperson or death of the Chairperson, the Vice-Chairperson shall perform such duties as are imposed on the Chairperson until such time as the Trustees shall select a new Chairperson. (c) SecretarylDirector of the Energy Office. The Secretary shall be the Director of the Energy Office and, as such, shall be the chief administrative officer of the Energy Office and shall have general supervision over the administration of the Energy Office's business and affairs, subject to the direction of the Board of Trustees. The Secretary shall be charged with the management of the Energy Office. The Secretary shall keep the records of the Energy Office, shall act as secretary of the meetings of the Board and record all votes, and shall keep a record of proceedings of the Energy Office in a journal of proceedings to be kept for such purpose, and shall perform all duties incident to his/her office. The Secretary shall have the care and custody of all funds of the Energy Office and shall deposit the same in the name of the Energy Office in such bank or banks as the Trustees may select. The Secretary shall sign all orders and checks for the payment of money and shall payout and disburse such moneys under the direction of the Trustees. (d) Treasurer. The Treasurer shall be responsible for receiving and reviewing the Office's monthly checking statements. The Treasurer shall also have the duty and responsi- fA bility of performing other financial reviews as he or she deems appropriate to ensure that the Q_ fiscal affairs of the Office are managed in a safe, prudent, responsible, and conservative fashion. The Treasurer shall be responsible for co-signing Office checks over an established 3 e te d,.. F ~ limit, and of co-signing transfer of funds between the Office's savings and checking accounts. (e) Election or Ap.pointment. The Chairperson, Vice-Chairperson, and Treasurer shall be elected from among the Trustees of the Board, and shall hold office for one year or until their successors are elected and qualified. The Secretary shall be appointed by the Board. Any person appointed to fill the office of Secretary or any vacancy therein, shall have such terms as the Board fIxes, but no Trustee of the Board shall be eligible to this office except as a temporary appointee. (f) Additional Personnel. The Board may from time to time employ such personnel as it deems necessary to exercise its powers, duties and functions as prescribed by this Intergovernmental Agreement and all other laws of the State of Colorado applicable there. (g) Vacancies. Should the office of Chairperson, Vice-Chairperson become vacant, the Board shall elect a successor from its membership at the next regular meeting, and such election shall be for the unexpired term of said office. When the office of Secretary becomes vacant, the Board shall appoint a successor, as aforesaid. 4. Duties. The Board of Trustees shall perform the duties and functions as prescribed herein and such other duties and functions as may from time to time be required by the Board of Trustees to achieve the purposes of the Energy Office and to implement any Community Energy Action Plan which it may adopt in the future. The Trustees shall exercise, on behalf of the Energy Office, all of the rights and powers which may be lawfully exercised by a Colorado Nonprofit Corporation formed and existing under the laws of the State of Colorado. Those powers shall include, but shall not be limited to the following: (a) To prepare an annual budget for the Energy Office which will identify revenues and expenditures required to accomplish the goals and objectives of the Energy Office as set forth herein; (b) To maintain records of all Energy Office Board of Trustees meetings, resolutions and planning documents and make them available for public review; (c) To appoint a Secretary/Director to serve as the Secretary to the Board of Trustees as specified hereinabove and the Chief Administrative Officer of the Energy Office; (d) To do all things necessary and convenient to develop, adopt and thereafter implement a "Community Energy Action Plan"; (e) To employ agents and employees; 4 .. (f) To cooperate with state and federal governmental agencies in all respects ~. concerning energy conservation and O[ficiency; (g) To purchase, acquire, obtain options, hold lease, sell, or otherwise dispose of any real or personal property deemed necessary for the convenience of the Energy Office; (h) To sue and be sued in its own name; (i) To adopt, by resolution, regulations respecting the exercise of its powers and carrying out its purposes; (j) To exercise any other powers which are essential to the provision of functions, services, or facilities by the Energy Office; and (k) To do and perform any acts and things authorized by this Interorganizational Agreement under, through, or by means of an agent or by contracts with any person, firm, or corporation. (1) To indemnify the Trustees and such other persons or entities as the Trustees deem proper in the furtherance of the lawful purpose of the Energy Office, and to obtain policies of insurance for the purpose of providing funds for the payment of any such obligations of indemnification. ~. (m) To cause the Energy Office to be incorporated as a Colorado Nonprofit Corpora- " tion and to perform all acts necessary or appropriate in furtherance of such incorporation, including the adoption of Articles of Incorporation and Bylaws for the corporation consistent with the terms of this Agreement. (n) To apply for exemption from federal income tax pursuant to the requirement of U.S. Internal Revenue Code. IV. BONDS. NOTES AND OTHER OBLIGATIONS. (a) The bonds, notes, and other obligations of the Energy Office shall not be the debts, liabilities, or obligations of the parties hereto unless expressly assumed by the parties. (b) The Governmental Agencies may pay the Energy Office in addition to their funding obligations for services rendered or facilities provided by the Energy Office. In addition, the Governmental Agencies may advance monies to the Energy Office for any purpose subject to repayment of such funds by the nergy Office. ~e 5 e V. FUNDING OBLIGATIONS. Subject to the terms and conditions as herein stated, the parties agree to fund the Energy Office through 1995 as follows: Party City of Aspen County of Pitkin Town of Snowmass Village Holy Cross Rocky Mtn. Natural Gas 1994 $15,000 10,000 10,000 20,000 5,000 1995 $ 4,500 10,000 o o 5,000 TOTAL $19,500 20,000 10,000 20,000 10,000 VI. BUDGET AND FINANCIAL REPORTS. The Energy Office shall annually prepare a budget. In addition, the Energy Office shall prepare monthly financial reports including a balance sheet, and income and expense accounting report to include actual monthly figures, year to date figures and comparisons to budget figures. With respect to all accounting, reporting, auditing and operational proce- dures, the Energy Office shall follow the provisions and guidelines of the Colorado Local Government Uniform Accounting Law and Colorado Local Government Audit Law. VII. DISPOSITION OF ASSETS UPON TERMINATION. ('It Upon the dissolution of the corporation, the Board of Trustees shall, after paying or " making provision for the payment of all liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to suh organization or organizations organized and operated exclusively for charitable, educa- tional, religious, or scientific purposes as shall at all time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corre- sponding provision of any future United States Internal Revenu Law), as the Board of Trustees shall determine. Any such assets not so disposed of shall be disposed of by the District Court of Pitkin County, Colorado, exclusively for such purposes or to such organiza- tion or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. VIII.MODIFICATION OF THIS INTERORGANIZATIONAL AGREEMENT. This Interorganizational Agreement may be modified by written amendment approved by all parties, acting separately and in accordance with their respective procedural require- ments. e 6 e, \ '~ .: ""~- .' \1J"~ - IX. NOTICES. Any formal notice, demand or request provide for in this Intergovernmental Agree- ment shall be in writing and shall be deemed properly given if deposited in the United States Mail, postage prepaid to: City of Aspen c/o City Manager 130 South Galena St. Aspen, Colorado 81611 Board of County Commissioners of Pitkin County, Colorado c/o County Manager 506 East Main Street Aspen, Colorado 81611 Town of Snowmass Village C/O Town Manager Holy Cross Electric Association Rocky Mtn. Natural Gas, Division of KN Energy, Inc. Energy 2000 Committee X. PERSONNEL It is expressly acknowledged and understood by the parties that nothing contained in this agreement shall result in, or be construed as establishing an employment relationship not intended by the express terms of this agreement. The Secretary/Director of the Energy Office and all other staff members employed by the Energy Office or the Board of Trustees of the Energy Office shall be for all purposes employees of the Energy Office. It is anticipated that Energy Office employees may be assigned to work on projects and activities for one or more of the Governmental Entities and may be required to report to personnel 7 (." - ~- '. e employed by those entities. Nothing contained in this agreement shall be construed to make such sharing arrangements evidence of an employee/employer relationship other than the ones specifically set forth herein. No agent, employee, or servant of one party shall be, or shall be deemed to be, the employee, agent or servant of the other party. Each party to this agreement shall be solely and entirely responsible for its acts and for the acts of its agents, employees, servants and subcontractors during the performance of this agreement. XI. INDEMNIFICATION AND INSURANCE. The Energy Office shall indemnify all of the entities participating in this Interorgani- zational Agreement and the Trustees of the Energy Office against all claims of any sort arising out any acts of the Energy Office and its officers, employees and agents. The Energy Office shall, at all times, obtain and keep in force policies of Comprehensive General Liability Insurance and Directors & Officers Liability Insurance, having minimum policy amounts of $300,000 per occurrence, which policies shall include coverage for the obliga- tions of indemnification set forth in this paragraph. A Fidelity Bond shall be maintained by the corporation in a sufficient amount to cover the duties of the Secretary/Director with regard to handling the funds of the corporation. None of the Governmental Entities waive the defenses or limitations on damages provided for and pursuant to the Colorado Governmental Immunity Act (Sec. 24-10-1-1 et seq. C.R.S.), the Colorado Constitution, their home rule charters or under the common law or the laws of the United States or the State of Colorado. IN WITNESS WHEREOF, the parties hereto have executed this Intergovernmental Agree- ment on the day and year stated hereinbelow. CITY OF ASPEN, COLORADO By: ~(7~ ATTEST: ~~ Approved as to Form: /~(In.t'~at., <hi /~r City Attorney 8 o"r_.,, r," ~, """ <e _ ATTEST: Approved as to Form: Town Attorney Approved as to Form: BOARD OF COUNTY COMMISSIONERS FOR THE COUNTY OF PITKIN BY:/~Y'h/~~~ TOWN OF SNOWMASS VILLAGE, COLORADO By: HOLY CROSS ELECTRIC ASSOCIATION By: 9 ~. '\t\:, . e" ki \. ROCKY MOUNTAIN NATURAL GAS, DIVISION OF KN ENERGY, INC. By: Approved as to Form: ENERGY 2000 COMMITTEE By: Approved as to Form: energy .iga 10 -",', (f" \\ \ 'c RESOLUTION NO. 94-57 SERIES OF 1994 INTERORGAWZATIONAL AGREEMENT BETWEEN THE CITY OF ASPEN, PITKIN COUNTY, THE TOWN OF SNOWMASS VILLAGE, HOLY CROSS ELECTRIC ASSOCIATION, ROCKY MOUNTAIN NATURAL GAS, DIVISION OF KN ENERGY, INC., AND THE ENERGY 2000 COMMITIEE FOR THE ESTABLISHMENT AND OPERATION OF THE COMMUNITY OFFICE FOR RESOURCE EFFICIENCY THIS INTERORGANIZATIONAL AGREEMENT ("Agreement") is made and entered into as of this _ day of , 1994, by and among the CITY OF ASPEN, THE TOWN OF SNOWMASS VILLAGE, the BOARD OF COUNTY COMMISSIONERS FOR THE COUNTY OF PITKIN, (collectively referred to as "Governmental Entities"), HOLY CROSS ELECTRIC ASSOCIATION, ROCKY MOUNTAIN GAS, DIVISION OF KN ENERGY, INC., (collectively referred to as "Utility Companies"), and the ENERGY 2000 COMMITIEE. WITNESSETH: WHEREAS, the Governmental Entities have the authority pursuant to Article XIV, Section 18, of the Colorado Constitution and Section 29-1-201, et seq., of the Colorado Revised Statutes, to enter into intergovernmental agreements for the purpose of providing any service or performing any function which they can perform individually; and WHEREAS, the parties desire to establish and operate a Community Energy Efficiency Office, as herein further described; and ~_, WHEREAS, the Utility Companies' desire to cooperate and participate the establishment . funding and operation of the Energy Office. NOW, THEREFORE, for and in consideration of the mutual covenants and :,'greements of the parties, and othcr good and valuable consideration, the adequacy and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Purpose The Interorganizational Agreement is designed and intended to establish a Community Office for Resource Efficiency ("Energy Office") through the actiw; participation of a consortium of public and private entities invested in and committed to promoting :;;nergy and water efficiency. The Energy Office shall be to work cooperatively with busir'Osses, individuals, governmental entities and utilities to create measurable improvements in energy iUC' water efficiency in order to benefit the environment and develop a more sustainable economy. 2. Terrnsof Agreement' The term of this Intergovernmental Agreement shall be from the date that all parties execute the same through December 31, 1994, and shall autom:itica1ly be renewed for successive one-year periods thereafter upon the approval of the annual budget fy, such year by all of the Governmental Entities. Any party may terminate this Interorganizational Agreementfor any reason upon ninety (90) days' written notice. Notwithstanding any other provision to the contrary, to the extent required by Article X, Section 20 of the Colorado Constitution, all provisions to this Interorganizational Agreement shall be subject to annual renewal and appropriations by the Governmental Entities. ,e"',, p \\. 3. Board of Trustees a. Number: Manner of Appointment. etc. The Board shall initially consist of six (6) - 1 - \~, ;%. fe:,,' L ',," ~" . Trustees (the "Trustees"), serving staggered terms to be appointed by each party to this agreement. The term of office of the members of the Board shall be two (2) years, except as provided herein with respect tot the initial Board members. The initial Board of Trustees shall be appointed as follows: Sponsoring/appointing party Initial Term Termination Date City of Aspen 12/31/96 County of Pitkin 12/31/96 Town of Snowmass Village 12/31/96 Holy Cross Electric Association 12/31/95 Rocky Mountain Natural Gas 12/31/95 Energy 2000 Committee 12/31/94 The number Jf Trustees on the Board may vary if, in the future, one or more of the founding organizations decides to withdraw from this agreement or new organizations join. At all times, however, the Board of Trustees shall have at least four, and no more than nine, members. New Trustees shall be elected to the Board by two-thirds majority vote. b. Voting Requirements i) Quorum: The powers of the Energy Office shall be vested in the Trustees of the Board in office from time to time. Four Trustees of the Board shall constitute a quorum for the purpose of conducting business and exercising powers and for all other purposes, but a smaller number may adjourn from time to time until a quorum is obtained. When a quorum is in attendance, action may be taken by the Board upon a majority of the Trustees present. ii) Manner of Voting: The voting on all matters coming before the Board shall be by roll call, and the votes shall be enterw upon the minutes of such meeting by name, except on the election of officers, which may be by ballot. iii) Voting Qualification: Only Trustees whose sponsoring organization has paid in full their annual funding contribution, as set forth herein, shall be eligible to vote. TheTrustee representing the Energy 2000 Committee shall be eligible to vote. c. Officers: The officers of the Board of Trustees shall be a Chairperson, a Vice Chairperson, a Secretary/Director of the Energy Office, and a Treasurer. i) Chairperson: The Chairperson shall preside at all meetings of the Board of Trustees. At each meeting, the Chairperson shall submit such recommendations and information as s/he considers proper concerning the business affairs and policies of the Energy Office. ii) Vice-Chairperson: The Vice-Chairperson shall perform the duties of the Chairperson in the absence or incapacity of the Chairperson; and in case of the resignation of the Chairperson or death of the Chairperson, the Vice-Chairperson shall perform such duties as are imposed on the Chairperson until such time as the Trustees shall select a new Chairperson. ill) Secretary/Director of the Energy Office: The Secretary shall be the Director of the Energy Office and, as such, shall be the chief administrative officer of the Energy Office and shall have general supervision over the administration of the Energy Office's business and affairs, subject to the direction of the Board of Trustees. The Secretary shall be charged with the management of the Energy Office. The Secretary shall keep the records of the Energy Office, shall act as secretary of - 2 - . i~. '- h~;,' '\\. ",','e', R; \" !.he meetings of !.he Board and record all voles, and shall keep a record of proceedings of the Energy Office in a journal of proceedings to be kept for such purpose, and shall perform all duties incident to hislher office. The Secretary shall have the care and custody of all funds of !.he Energy Office and shall deposit the same in the name of the Energy Office in such bank or banks as the Trustees may select. The Secretary shall sign all orders and checks for the payment of money and shall payout and disburse such moneys under the direction of the Trustees. iv. Treasurer: The Treasurer shall be responsible for receiving and reviev.'ing th,~ Office's monthly checking statements. The Treasurer shall also have the duty and responsibility of performing other financial reviews as hel she deems appropriate to ensure that the fiscal affairs of the Office are managed in a safe, prudent, responsible, and conservative fashion. The Treasurer shaH be responsible for co-signing office checks over an established limit, and of co-signing transfer of funds between the office's savings and checking accounts. v. Election or Appointment: The Chairperson and Vice-Chairperson shall be ele<:te,j from among !.he Trustees of !.he Board, and shall hold office for one year or until their successors are elected and qualified. The Secretary shall be appointed by the Board. Any person appointed to fiE the office of Secretary or any vacancy therein, shall have such terms as the Board fixes, but no Trustee of the Board shall be eligible to this office except as a temporary appointee. vi. Additional Personnel: The Board may from time to time employee such personnel as it deems necessary to exercise its powers, duties and functions as prescribed by this Intergovernmental Agreement and all other laws of the State uf Colorado applicable there. vii. Vacancies: Should the office of Chairperson, Vice-Chairperson becomev:1';ant, the Board shall elect a successor from its membership at the !1.,;)xt regular meeting, and such ele~tion shall be for the unexpired term of said office. When the office of Secretary becomes vacant, the Board shall appoint a successor, as aforesaid. d. Duties The Board of Trustees shall perform the duties and functions as rescribed herein and such other duties and functions as may from time to time be required by the Board of Trustees to schieve the purposes of the Energy Office and to imp1e1ment any Community Energy Action Plan which it may adopt in the future. The Trustees shall exercise, on behalf of the Energy Office, all of the rights and powers which may be lawfully exercised bya Colorado Non-profit Corporation formed and existing under the laws of the State of Colorado. Those powers shall include, bm 6;1all not be limitedd to the following: i. To prepare an annual budget for the Energy Office which will iJF.iJ'ify revenues and expenditures required to accomplish the goals and object'ves of the Energy OfFice, ClS set forth herein; ii. To maintain records of all Energy Office Board of Trustees meetings, resolutions and planning documents and make them available for public review; lll. To appoint a Secretary/Director to serve as the Secretary to the Board of Trustees, as specified hereinabove and the Chief Administrative Officer of the Energy Offic~; iv. To do all things necessary and convenient to develop, adopt and thereafter implement a "Community Energy Action Plan"; - 3 - ,It" 'A '\ 1,I,It, h {\ ~ ~e v. To employ agents and employees; vi. To cooperate with state and federal governmental agencIes Jll all respects concerning energy conservation and efficiency; vii. To purchase, acquire, obtain options, hold lease, sell, or otherwise dispose of any real or personal property deemed necessary for the convenience of the Energy Office; VIII. To sue and be sued in its own name; ix. To adopt, by resolution, regulations respecting the exercise of its powers and carrying out its purposes; x. To exercise any other powers which are essential to the provision of functions, services, or facilities by the Energy Office; and xi. To do and perform any acts and things authorized by this Interorganizational Agreement under, through, or by means of an agent or by contracts with any person, firm, or corporation; xii. To indemnify the Trustees and such other persons or entities <lS the Trustees deem proper in the furtherance of the lawful purpose of the Energy Office, and to obtain policies of insurance for the purpose of providing funds for the payment of any such obligations of indemni- fication. XIII. To cause the Energy Office to be incorporated as a Colorado Non-profit Corporation and to perform all acts necessary or appropriate in furtherance of such incorporation, including the adoption of Articles of Incorporation and By-laws for the corporation consistent with the terms of this Agreement. xiv. To apply for exemption from federal income tax pursuant to the requirement of U.S. Internal Revenue Code. 4. Bonds. Notes and Other Oblig:ations a) The bonds, notes, and other obligations of the Energy Office shall not be the debts, liabilities, or obligations of the parties hereto unless expressly assumed by the parties. b) The Governmental Agencies may provide for payment tot he Energy Office of funds from proprietary revenues for services rendered or facilities provided by the Energy Office, from ' proprietary revenues or other public funds as advances for any purpose subject to the repayment of the Energy Office. 5. Fundine: Oblie:ations. Subject to the terms and conditions as herein stated, the parties agree to fund the Energy Office through 1995 as follows: Party 1994 1995 TOTAL City of Aspen $ 15,OOb $4,500 $ 19,500 County of Pitkin 10,000 10,000 20,000 Town of Snowmass Village 10,000 10,000 Holy Cross 20,000 20,000 Rod.]' Mountain Natural Gas 5,000 5,000 10,000 6. Budget and Financial Reports The Energy Office shall annually prepare a budget. In addition, the Energy Office shall prepare monthly financial reports including a balance sheet, and - 4 - "e', , 1\ ,"-. ~, . ice, if ~,.., ' ~ income and expense accounling report to include actual monthly figures, year-to-date figures and comparisons to budget figures. With respect to all accounting, reporting, auditing and operational procedures, the Energy Office shall follow the provisions and guidelines of the Colorado Local Government Uniform Accounting Law and Colorado Local Government Audit Law. 7. Disposition of Assets upon Termination. Upon the dissolution of the corporation, the Board of Trustees shall, after paying or making provision for the payment of all liabilities of the corpore,tion, dispose of all of the assets of the corporalion exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes, as shall at all times, qualify as an exempt organization or organizations under section 50l(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future Uniled Sates Internal Revenue Law), as the Board of Trustees shall determine. Any such assets not so disposed of, shall be disposed of by the District Court of Pitkin County, Colorado, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. 8. Modification of this Interor(':anizational A(':reement. This Interorganizational Agreement may be modified by written amendment approved by all parties, acting separately and in accordance with their respective procedural requirements. 9. Notices Any formal notice, demand or request provided for in this Intergovernmental Agreement shall be in wriling and shall be deemed properly given if deposited in the United States Mail, postage prepaid to: Town of Snowmass Village c/o Town Manager P.O. Box 5010 Snowmass Village CO 81615 10. Personnel. It is expressly acknowledged and understood by the parties that nothing contained in this Agreement shall result in, or be construed as, establishing an employment relationship not intended by the express terms of this Agreement. The Secretary/Director of the Energy Office and all other staff members employed by the Energy Office or the Board of Trustees of the Energy Office shall be for all purposes employees of the Energy Office. It is anticipated that Energy Office employees may be assigned to work on projects and activities for one or more of the Governmental Entities and may be required to report to personnel employed by those entities. Nothing cnntained in this Agreement shall be construed to make such sharing arrangements evidence of an emp10yee/ employer relationship other than the ones specifically set forth herein. No agent, employee, or servant of one party shall be, or shall be deemed to be, the employee, agent or servant of the other party. Each party to this agreement shall be solely and entirely responsible for its acts and for the aC'ls of its agents, employees, servants and subcontractors during the performance of this Agreement. 11. Indemnification and Insurance The Energy Office shall indemnify all of the ,~ntities participating in this Interorganizational Agreement and the Trustees of the Energy Office against all claims of any sort arising out of any acts of the Energy Office and its officers, employees and agents. The Energy Office shall at all times, obtain and keep in force policies of Comprehensive General Liability Insurance and Directors and Officers Liability Insurance, having minimum policy amounts of $300,000 per occurrence, which policies shall include coverage for the obligations of indemnifi- cation set forth in this paragraph. A Fidelity Bond shall be maintained by the corporation in a - 5 - <$_" t ~'\{" sufficient amount to cover the duties of the Secretary/Director with regard to handling the funds of the corporation. None of the Governmental Entities waive the defenses or limitations on damages provided for and pursuant to the Colorado Governmental Immunity Act (Sec. 24-10-1-1 et seq.C.R.S.), the Colorado Constitution, their home rule charters or under the common law or the laws of the United States or the State of Colorado. IN WITNESS WHEREOF, the parties hereto have executed this Intergovernmental Agreement on the day and year stated hereinbelow. INTRODUCED, READ AND APPROVED, by the Town Council of the Town of Snowmass Village, Colorado on this 19th day of December, 1994 by a vote of five (5) in favor to zero (0) opposed. Mayor Hooker and Council member Unger were absent. ~. ~~\~ Trudi Worline, TONn Clerk Approved as to Form: [It' Town Attorney ~ ,,< CITY OF ASPEN, COLORADO By: ATTEST: Approved as to Form: ~"~~~~~ Ikl/q,r BOARD OF COUNTY COMMISSIONERS FOR THE COUNTY OF PITKIN By: ATTEST: County Attorney Approved as to Form: (a '. - 6 - I ,,. "" 'e',., ~ \\ "'-' 41,.,., ~.. '\", HOLY CROSS ELECTRIC ASSOCIATION By: ATTEST: Approved as to Form: ROCKY MOUNTAIN NATURAL GAS, DIVISION OF KN ENERGY, INC. By: ATTEST: Approved as to Form: - 7 -