HomeMy WebLinkAboutordinance.council.007-86 ORDINANCE NO.
(Series of 1986)
AN ORDINANCE RATIFYING THE TERMS OF AN AGREEMENT BETWEEN THE
COUNTY MANAGER AND THE CITY MANAGER REGARDING THE TRANSFER OF
ASSETS TO THE ROARING FORK TRANSIT AGENCY AND CONFIRMING THE CITY
MANAGER'S AUTHORITY TO ENTER INTO SAID AGREEMENT ON BEHALF OF THE
CITY
WHEREAS, the Board of County Commissioners of Pitkin County
and the City Council entered into an intergovernmental agreement
establishing the Roaring Fork Transit Agency, which agreement
anticipated the transfer of City and County transportation systems
and assets to the Roaring Fork Transit Agency by agreement of the
City and County managers, and
WHEREAS, the City and County managers have reached agreement
as to the terms and conditions of said transfer, in accordance
with the agreement annexed hereto and made a part hereof, and
WHEREAS, the City Council desires to ratify the terms of said
agreement and confirm the City Manager's authority to enter into
said agreement and all transactions contemplated thereunder.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE
CITY OF ASPEN:
Section 1
That that agreement between John Eldert, County Manager for
Pitkin County, Colorado, and Hal Schilling, City Manager for the
City of Aspen, Colorado, a copy of which is attached hereto and
incorporated herein, is hereby approved and ratified, and the City
Manager's authority to enter into said agreement and all trans-
actions contemplated thereby, is hereby confirmed.
Section 1
If any section, subsection, sentence, clause, phrase or
portion of this ordinance is for any reason held invalid or
unconstitutional in a court of competent jurisdiction, such
portion shall be deemed a separate, distinct and independent
provision and shall not affect the validity of the remaining
portions thereof.
Section 3
A public hearing on the ordinance shall be held on the
day of _~__-_~_~_zl_(~_, ...... , 1986,
, Aspen, Colorado.
INTRODUCED, READ AND ORDERED published as provided by law of
on the /~' day of
the Cit~y Council of the City of Aspen
___ ~~ ......... , 1986.
William L. St~
ATTEST:
Kathryn ~ Koch', City Clerk
FINALLY adopted, passed and approved this
~ '~ day of
~?/~ ~7 ~ .. ~- , 1986.
William L. Stirli~~
ng,
2
ATTEST:
,./ · _ ~}i/~~_~_ ~
Kathryn S.,/~och~., City Clerk
6B
3
08/SD6
AGREEMENT
THIS AGREEMENT m~de and entered into this day of
, 1986 by and between JOHN ELDERT, County Manager
for Pitkin County, Colorado (hereinafter "County"), HAL
SCHILLING, City Manager for the City of Aspen, Colorado (herein-
after "City") and the ROARING FORK TRANSIT AGENCY (hereinafter
"RFTA").
WITNESSETH:
WHEREAS, the Board of County Commissioners of Pitkin County
and the City Council of the City of Aspen have entered into an
Intergovernmental Agreement CA (72)83 which, in Section 6 thereof
(as amended), anticipates the transfer of the City and County
transportation systems and assets to the Roaring Fork Transit
Agency, and
WHEREAS, said managers have now come to agreement as to the
terms and conditions of said transfer and wish to provide for the
transfer of assets, all as hereinafter provided for,
NOW, THEREFORE, in consideration of the mutual benefits to
be derived herefrom it is agreed by the City and County as
follows:
1. ASSETS TO BE TPANSFERRED
The real and personal property to be affected by this
agreement are:
(a) The sixteen acre site and improvements thereon
currently owned by Pitkin County known as the bus maintenance
facility, more particularly described in Exhibit A attached
hereto and incorporated by this reference.
(b) An Option Agreement between the City of Aspen and
Pitk~Count~ Colorado, for_ the--Bus Maintenance Facility dated
December 30, 1983. ~ -~ _. ~l~!--
_~t-ih__ (c) Any and all _leases or agreements between Pitkin
~County _and landowners ProVidin~-for~bus~top§- dr bus intercept
parking lo~s.
(d) Buses consisting Lof:
--Zii_L._: %_(i): Sixteen_Neoplan~buses; -.~'
~__~ - ~- (ii)_ ~.~enty-Six Bluebird buses;
l~-u-~rv--'~.rv-~.;~iii)--Five Flexi buses; -~ _.-
- · . ~/L/.LL~i i .c u.._
%each of_.which is~identified on Exhibit B -attached-hereto and
-incorporated by this'reference.
'-h'!_--!_ .(e)~LCertain machinery ~and ~equipment listed on Exhibit
%Brattached hereto-and-incorporated' by this Lreference. ....
(f) Any and all tires, petroleum products, tools,
repair parts,_radios, furniture ~d fixtures, 'and any ~and all
~-other_-miscellaneous items~of personal property-
(g) Any and all related real and personal property, it
being the intent of the ~rtig~o transfer all real and personal
property constituting the transit system owned by either the City
2. AGREEMENT TO T~NSFER
r'~rr~l. The City and_County agree ._that : ~ ~ ~
(a) The County will convey to RFTA the parcel
scribed on Exhibit A and commonly known as the bus maintenance
facility with all improvements thereon subject only to those
exceptions, reservations and covenants in that certain quit claim
deed bY which the County obtained title of record at Book 437,
Page 368 of the records of the Pitkin County Clerk and Recorder.
(b) The City and County will assign to RFTA any and
all leases it presently owns for use of land as bus stops or
bus/parking intercept lots.
(c) The City will waive any and all interest in an
Option Agreement between the City of Aspen and Pitkin County,
Colorado, dated December 30, 1985.
(d) The City and County will convey to RFTA by bill 9f
sale any and all interest each may have in the buses identified
- on Exhibit B.
(e) The City and County will convey to RFTA by bill of
sale any and all interest each ma~ have in the machinery and
equipment identified on Exhibit B.
(f) The City and County will convey any and all other
personal property constituting the assets of the transit system
identified subsequent to the execution of this agreement,
provided that RFTA shall prepare necessary documents to effect
such transfers. This subsection shall survive the closing
defined in paragraph 2(i).
(g) The consideration for all conveyances provided for
in subsections (a), (b), (c), (d), (e) and (f) shall be the
mutual provisions, terms and conditions of this agreement.
(h) Except for the obligat±ons contained in the lease
agreements described in paragraph 2(b) and the exceptions,
covenants and reservations contained in the_ de~d tO ~the bus
maintenance facility, all pr.operty (real and_personal~-~ve~ed
shall be free _from_ any ~_and all_ ~ilities,- obligations ~nd
encumbrances; provided, however,.~ that nothing herein shall be
suitability or C°ndi~On
construed to require warranties of ~. _
condition of conveyance .......
Ct~y and County a~ree to immediately initiate
( i ) The ~ ~
r~qu~ed notice and hearing and adoption of requisite ordinances
~o. effec~ the above-described conveyances so as to ~omplete the
same on or about March 1, 1986, hereinafter called the "closing."
- -3. ASSIGNMENT OF SECTION 18, SECTION 8,.AND UMTA GRANTS
The City and County further agree that they will give
to RFTA their interest in, and_ RFTA will assqme _~he City's and
~o~nty's -obligations-and liabiliti'es u~der the__foll0wing de-
-scribed agreements (and amendments thereto):
(a) Section 18 grant agreement betwee~ the Colorado '
:~epartmen%~of Highways and pitkin County dated kPril' 23, i'~84'
(b) Section 18 grant agreement between the Colorado
Department of Highways and Pitkin Co~ty dated April 8, 1985._
_~ ~ (c) UMTA Section 3 . Capital Grant (Project No.
~CO-Q3-002.8) dated September 28, 1981 and Am.en~dment No. 1 _dated
(d) UMTA Section 3 capital Grant (Project No
CO-03-0023) dated January 20, 1981 and_Amendment No~. 1 date~
-October .25, 1982 and Amendment No. 2 dated October 24''1~. _
(e) .SecYion 8 grant agreement between the Colorado
Department of High%~ays and Pitkin County dated December_i6, 1985.
(f) Section 18 grant agreement between the Colorado
Department of Highways and Pitkin County dated December 16, 1985.
4. FORM OF DOCU[~ENTS
To effect the purposes of this agreement it is agreed
that the following will be executed in substantially the form as
the corresponding exhibit, attached hereto:
(a) Quit Claim Deed between the Board of County.
Commissioners of Pitkin County, Colorado and RFTA attached as
Exhibit C.
(b) Agreement attached as Exhibit D.
(c) Bill of Sale for the buses and equipment attached
as Exhibit E.
(d) Assigmment of the Section 8 and 18 Grants
'Agreement attached as Exhibit F.
(e) Assignment of Section 3 (two) Grant Agreements and
~MTA Approval of the Transfer of Assets attached as Exhibit G.
5. OBLIGATIONS OF RFTA
In consideration of the conveyances herein made RFTA
agrees:
(a) To assume the obligations of Pitkin County under
the six grant agreements described in paragraph 3(a) through (f)
and make assurances required by UMTA for the assignment of
agreements to RFTA and assumption of grant responsibility-
(b) To ass~e the obligations of Pitkin 'County under ·
any and all leases or agreements between Pitkin County and
landowners for bus stops or bus/intercept parking lots.
-tcJ- Tu-ass/~me the obligations of Pitkin County and the
City of Aspen under any and all intergovernmental or other
contracts for the provision or operation of public transportation
service.
(d) To assume any obligations of the City of Aspen
under the following a~'reements: ~-
........ (i) the Agreement dated May 25, 1979, between
Elder/Quinn and McGill~ Inc. and the City of
Aspen;
(ii) the cooperative agreement betw~een the City Of
a .... Aspen and Pitkin County, in which the City of
Aspen agreed to pay the cost of twenty
percent (20%) of the full purchase price of
...... the sixteen (16) ~ransit coaches and accesso-
ry equipment as identified in the County's
contract with Neoplan, U.S.A.; and
(iii) the Lease Agreement dated December 1, 1983,
~w. ..... bet~-een' the City of Aspen, Colorado, and
Pitkin County, Colorado --
(e) To accept all property 'in its present condition
and to assume, frcm and after the date of closing, al!Icosts of
maintenance and operation incident thereto. _.
- (~) To maintain at all times, during which it shall
~rovide public transportation services within Pitkin County,
general liability insurance with coverage in an amount egual to
the maximum amount recoverable against Colorado public entities
--6-- '
under C.R.S. 1973 s~t~on~24-i0'I10-a~'nOw exis%~ ~r ~e~einafter
may be amended~- '!!
(g) To assume any and all liabilities incident to
ownership of any a~Se~ c6nveged~u~sUant to-t~f~ agreement which
!i~bilities accrue subsequent to the conveyance of said assets.
'~- 6. OBLIGATIONS OF CITY AND COUNTY
In considera%ion~-of th-~' ~ccePtance 6f the conveyances
~ RFTkl the city and-County agree:
(a) The c~ty a~r~to ~nt%~r into a lease with EFTA,
under terms and conditions mutually agreeable, for the use of
Ruby Park for bus transportation purposes for a minimum of five
(5) years from the date of the closing. Any additional use shall
be by mutual a~reement between EFTA and the City at that time.
(b) The c0unty,-~n the event i% shalI purchase or
· otherwise acquire the ~Miils property (at-~the' intersection of
Highway 82 and Brush Creek-Road), agrees that it will, without
additional consideration, ~make a portion-%hereof available to
EFTA (by lease) for use'as a bus/intercept lot, additional terms
and conditions of said lease to be mutually agreed upon between
EFTA and the County at that time.
(c) The City and county %~ili,- with respect to any and
all existent controversies or liabilities pertaining to the real
and personal property to be Conveyed:
~' - (i) Fully disclose to EFTA officials the nature
and scope of any such controversies and/or
'ii~bili~ies.~ This discloSure shall be in the
-- - -' f~rm'of letters issued by the City and County
· - ' attorneys relative to as'sets conveyed by the
City and County, respectively.
17'
(ii) Assign to RFTA any and all causes of action
or insurance claims it may have by reason of
the controversies or claims.
(iii) Fully cooperate with RFTA in the pursuit of
any and all civil actions or other procedures
it may initiate to resolve the controversies
or liabilities disclosed.
(d) The City and County will permit the use by RFTA of
existing bus stops and stations and agree to permit continued use
of such facilities as needed within their respective
jurisdictions subject to compliance with the provisions of the
City of Aspen Zoning Code and the Pitkin County Land Use Code.
(e) Subject to generally applicable safety, traffic,
land use and all other applicable 1Qcal, state and federal laws,
the City and County will permit RFTA free and unencumbered use of
the roads and curbways for operation of the buses and con-
struction and use of bus stops and structures.
(f) The City and County will execute and deliver to
RFTA any and all documents as may be reasonably necessary to
carry out their obligations under this Section 6.
(g) The provisions of Section 6(a) and (f) shall
survive the closing.
7. CONTINGENCIES
This agreement is specifically conditioned upon:
(a) Receipt by RFTA of fixed assets schedules from
each the City and County. as required by Section 6 of the Inter-
governmental Agreement (CA~(72)~ 83).
.(b) RFTA shall have-- becom~ des.%gna~d_, as- aR zqligible
grantee for a project under the Urban Mass Transportat-~on-Act of
1964 as amended, 49 U.~.CC...Section 1601 et seq.
(c) Approval by _UM~TA _and ~t_he _- State_ o_f_._ColD_r_a_do of the
transfer of the Section. 3 and Section-8 and 18_ grant_s, an~L!UMTA
approval of the transfer of assets. ~r~ ~_ _
(d) Agreement by RFTA to carry out all assurances made
by Pitkin County in its app!~cation for segt~ion 3 ·grants-~s well
as the grant agreements_themselves ...... r_~-r-_-_
--~ (-e) An ooinion~by RFTA Council-that RFTA has. authority
to comply with the grant assurances and that documents transfer-
ring grant responsibility have been legally executed.
(f) Adoption of all necessary.._ordinances,- ~and_ exe-
-~uti°n of necessary bills of sale, deeds___0f _conveyance, assign-
_ments_, waivers, etc., by the Clot?_ .c_o_u~nci! of th~ City of Aspen,
-Board of county co~-unissioners of Pitkin County, Colorado, RFTA
and UMTA identified as Exhibits D through H attached hereto.
8. INDEMNIFICATION OF ASSETS CONTRIBUTED
With respect to the personal property identified on Exhibit
B, it is acknowledged: -~ ~ r~_.
(a) Department 80070' consists of County fixed assets
prior to the joint City/County transit department; 1984
City/County 'a-s~-e~s-;-~nd 1985 grant items.
(b) Department 80071 consists of City items added in
1983
(c) Department 80072 is 1985 RFTA fixed assets.
(d) Exhibit-B is cur~en~ through December 31, 1985
except for the following: .....
(i) $ 4,412.01 (Department 80070 Misc. Facility
_ ~ -_~r_~ -- ~ .... Grant Items') .
--~----~ ~- - (-ii} -$36,341.~09 (Department 80070 Misc. Bus
....... Acquisition) .
Total $40,753.10
..... IN WITNESS WHEREOF, the parties hereto have executed
thiS-ag~e~ment-0n the day and year above first noted'.
John Eldert
County Manager
Hal Schilling
......__ City Manager
ROARING FORK TRANSIT AGENCY
ATTEST: ...........
By:
Chair