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RECEPTION#: 575985, 1 211 7/2 01 0 at
12:06:26 PM,
1 oF 11, R$0.00 Doc Code ORDINANCE
Janice K. Vos Caudill, Pitkin County, CO
AN EMERGENCY ORDINANCE AUTHORIZING THE EXECUTION AND GRANT OF
A BILL OF SALE, GENERAL RELEASE OF PITKIN COUNTY OF ANY AND ALL
INTEREST IN THE RUEDI HYDROELECTRIC PROJECT, QUIT CLAIM DEED AND
ASSET PURCHASE AND ASSIGNMENT OF RIGHTS AGREEMENT, ALL FOR THE
BENEFIT OF THE CITY OF ASPEN IN RELATION TO THE ESTABLISHMENT OF
THE RUEDI WATER AND POWER AUTHORITY AND THE RUEDI
HYDROELECTRIC POWER PROJECT
ORDINANCE NO. (13 � -2010
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L In 1981 Pitkin County and the City of Aspen entered into a series of
Intergovernmental Agreements to establish a joint venture to create the Ruedi Water
and Power Authority and the City-County Water Trust as a vehicle to undertake joint
water projects.
2. Over the yeazs, the City and County realized that they were not likely to be
proceeding to finance or conclude any joint water projects and the water trust was
dissolved.
3. When the Ruedi Power Plant was constructed, the supervision and responsibility for
the management of the project was borne by the County, however, over time the
responsible entity for the operation and maintenance of the hydroelectric plant has
become the City of Aspen.
4. As the entity responsible for the hydroelectric project, the City of Aspen desires to
have all associated revenues generated from the project going to the benefit of the
City and in 2008, approached the County and requested its cooperation in transferring
the original Federal Energy Regulatory Commission (FERC) license for the Ruedi
Hydroelectric Project from a City-County jointly held license to a license solely in the
name of the City. The BOCC agreed to co-sign a joint application far the license
transfer.
5. The application to transfer the license has been pending completion for approximately
three years and at this time in order to complete the transfer the following documents
must be executed by the County and delivered to the City of Aspen and then to
FERC:
. Bill of Sale
• General Release of Pitkin County of any and all Interest in the Ruedi
Hydroelectric Project
• Quit Claim Deed
• Asset Purchase and Assignment of Rights Agreement
6. These documents are designed to convey any real property or other interest that Pitkin
County may hoid to the Ruedi Hydroelectric Project to the City as sole licensee;
however the County has never had any ownership interest in any part of the physical
plant or hydroelectric generation capacity.
Ordinance # 3�-2010
7. As the request for execution of these four documents does not affect any real property
interest that the County can identify that it actually owns and it completes the transfer
of the FERC license to the City of Aspen, the BOCC agrees to grant and execute the
four documents.
8. The terms of the documents are set forth, and the Chair (or Chair's designee) shall be
authorized to execute, a Bill of Sale, General Release of Pitkin County of any and all
Interest in the Ruedi Hydroelectric Project, Quit Claim Deed, and Asset Purchase and
Assignment of Rights Agreement in substantially the form approved by the County
Attorney.
9. The BOCC finds that adoption of this ordinance is necessary for the immediate
preservation of the public health, safety and welfaze of the citizens of Pitkin County
and therefore declares this ordinance and legislation to be effective immediately
pursuant to Pitkin County Home Rule Charter Section 2.8.2.
NOW THEREFORE, be it ordained by the Board of County Commissioners of Pitkin
County, Colorado that the Board of County Commissioners authorizes the Chair (or
Chair's designee) to execute the necessary documents, as approved by the County
Attorney, to effect the transfer of the joint City-County FERC license for the Ruedi
Hydroelectric Project to City of Aspen as sole licensee.
INTRODUCED AND ADOPTED AT THE REGULAR MEETING ON THE 15
DAY OF DECEMBER 2010 AND SET FOR CONFIRMATORY READING AND
PUBLIC HEARING ON THE 12`� DAY OF JANUARY 2011.
NOTICE OF PUBLIC HEARING PUBLISHED IN THE ASPEN TIMES
WEEKLY ON THE 2 DAY OF JANUARY 2011.
CONFIRMED AT PUBLIC HEARING ON THE 12 DAY OF JANUARY 20ll.
PUBLISHED AFT�R CONF�ATORY READING IN THE ASPEN TIMES
WEEKLY ON THE �'DAY OF .�L,.�G.�, zou.
THIS ORDINANCE IS EFFECTIVE ON DECEMBER 15, 2010.
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APPROVED AS TO FORM:
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John F.1y,'Count�,Attorney
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BOARp OF COUNTY COMMISSIONERS
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George New�man,� h�
Date: ) �, �1 Y// �
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MANAGER APPROVAL
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Phylis ttice, Interim County Manager
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RECEPTION#: 575986, 12/17/2010 at
12:06:27 PM,
t OF 9, R$0.00 Doc Code AGREEMENT
Janice K. Vos Caudilt, Pitkin County, CO
ASSET PURCHASE AND ASSIG NT OF RIGHT3 AGREEMENT
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THIS AGREEMENT, made thia l day of �r, 2010, between the City of
Aepen, Colorado, a Colorado Home Rule City ("Aspen"), and the Board of County
Commiasionera of the County of Pitkin, Colorado ("Pitkin"). Aspen and Pitkin are each
hereby referred to as a"Part�' and collectively as the "Partiea."
RECITALS
WHEREAS, Aspen deauea to acquire and Pitkin desires to sell all of the tangible and
intangible aeaeta, real property, permits and legal rights to the Ruedi Reservoir
Hydroelectric Facility located at the Ruedi Dam, authorized by Federal Energy Regulatory
Commisaion Licenae Number 3603, issued on September 8, 1983 (the "Facility�');
WHEREAS, the Partiea jointly received an Order Confirming �anafer of Ownership of the
Facility from the FERC on July 14, 2009, (the "Order") and the Paztiea deaire to effectuate
auch approved tranafer according to the terms and conditions of the Order;
Wf�REAS, Aspen desirea to acquire and Pitkin deaires to transfer and assign any and all
of its righta and obligations relating to the operation and maintenance of the hydroelectric
power plant at the Facility. tlspen deairea to operate the Facility under the terma and
conditiona of Commisaion Licenae Number 3603 as though it were the original licenaee;
WHERAS, Aspen is a municipality and uses power produced at the Facility for municipal
power purpoae� Pitkin County doea not aell energy or capacity in its ordinary course of
businesa;
WHEREAS, the conditions of the Order require tlapen to obtain title to all propertiea under
the licenae and to submit certified copies of all inatruments of conveyance�
NOW THEREFORE, for good and valuable consideration, the receipt and aufficiency of
which ia hereby acknowledged, the Partiea hereby mutually conaent and agree as followa�
1. ACOUISITION OF ASSETS
1.1 Purchase and Sale� Subject to the terms and conditions of thia Agreement, Pitkin
agreea to aell, assign, convey and tranafer to Aspen, and Aapen agreea to purchase
from Pitkin, the Facility title, rights and intereata in all Facility asaeta together with
all of the property righta, power production capability and agreements, licensea and
authorizatione, and goodwill associated therewith of every kind and description,
tangible and intangible, personal or mixed, as more particulazly deacribed below,
notwithatanding the right'and title of the United Statea of America ("U.S.") to the
Ruedi Dam and Reservoir as an integral authorized aspect of the Bureau of
Reclamation Fryingpan Project�
�
Asset Purchase and Assignment of Rights Agreement between the City of Aspen and the County of Pitkin
A. The Facility atructure as detailed in FERC License No. 3603, which FERC
License, as amended, ia incorporated into this Agreement by reference and for
which all mattera referenced in that docket are referred to ae the "FERC
Licenae";
B. All real property righte and easement righta asaociated with the Facility, the
Commisaion License No. 3603 and agreementa with the United Statea Bureau of
Reclamation ("Reclamation");
C. Easements and righta as detailed in the FERC License and in any
Agreement or Agreementa with Reclamation;
D. A reducer replacing the exiating dish heacli
E. A length of 54-inch pipe connecting the reducer to an isolation valve;
F. A further length of 54-inch pipe having a bifurcation followed by two stop valvea
and leading to the turbine site;
G. A powerhouse building and facilities included therein;
H. A awitchyard/substation and related equipment included therein;
I. An interconnect facility and transmission line to the point of interconnection to a
69kV tranamiasion line owned by the Holy Cross Rural Electric Association;
J. A tailrace;
K. An outlet gate leading from the turbine to the plunge, pooli
L. All machinery and equipment, tools, furniture, apare parta, improvementa,
fixtures, vehiclea, dies, jiga, and supplies, books and recorda or any related
capitalized items and other tangible property asseta related to the operation or
� maintenance of the Facility; ,
M. All goodwill, environmental attributes, and other general intangible attributea
related to the Facility;
N. All claima, deposita, funda, choosea in action, cauaes of action, contracts, righta of
recovery, rights of set-off and righta of recoupment related to the Facility or ita
operation or maintenance;
O. All transferable permits, licensea and approvala related to the ownership and uae
of the Facility.
12 Pitkin Diaclaimer. Pitkin County hereby disclaime any and all intereat in energy
or capacity reaulting from the Facility, together with any environmental attributea
that result &om the generation of energy at the Facility.
1.3 Subseauentiv diacovered nrouertv. IF any other presently owned by not identified
real property, including Water righta or other asseta including permita, licensea and
approvals from any governmental entity necessary to the operation of the facility or
compliance with the FERC license and not included in this Agreement are
diacovered after the execution of this Agreement, Pitkin will transfer th0 eame to
Aapen at no additional cost.
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Asset Purchase and Assignment of Rights Agreement between the City of Aspen and the County of Pitkin
1.4 Purchase Price. The purchase price ahall be 10 (te� dollars.
1.5 No liena or encumbrancea. Pitkin certifiea and represents that ita intereat in the
Property to be traneferred under thie Agreement is not aubject to any current or
outetanding lien or encumbrance and it hae the fixll right to convey ita interest in the
property mentioned in this Article.
1.6 Tranafer pocuments. Tranafer ahall be in the form of Quit Claim Deed and Bill of
Sale, the form of which are attached to this Agreement as E IT A(Quit Claim
DeecU, E�CI3IBIT B(Bill of Sale) and E�iII3IBIT C(General `�� ). The Quit
Claim Deed shall be recorded in the real property recorda of Pitkin County at
Aspen's expense.
1.7 Taxea and Feea. Aapen is reaponsible for any taxea or feea due as a reault of thie
transaction, and responsible for all taxea and fees for the year 2010 and looking
forward.
1.8 Comnliance with Order. Pitkin agrees to asaist Aspen to obtain certified copies of all
instruments of conveyance, and to acknowledge acceptance of the terma and
conditions of the Order by aigning and returning the General Release of Pitkin
County of Any and All Intereat in the Ruedi Hydroelectric Project, attached as
EXFIIBIT C.
OPERATION OF THE FACILITY
2.1 Oneration and Maintenance. Aspen hereby asaumes all reaponaibility and liabilitiea
previously shared with Pitkin for use, operation; ownership, and maintenance of the
Facility, including responaibility for all costa necessary to operate and maintain the
Facility and all dealinga with governmental entitiea and with salea of the power
generated at the Facility. Aspen agreea to operate the Facility under the terma and
conditiona of Commiasion License No. 3603 as if it were the original licensee.
22 DecommisaioninQ. In the event that Aspen electa to decommission the Facility,
Aspen ahall have sole responsibility and liability for the decommisaioning costs and
approvals necessary.
2.3 "As-Ia" Sale. tlepen acknowledges and agreea that the subject asaets of Article 1,
above, are being acquired "As-Is, Where-Is" as of the date of execution of thia
Agreement and in their condition on that date. There are no other warrantiea,
repreaentationa or agreementa between the parties regarding the subject asaets or
their condition on transfer. Aspen diaclaima any reliance on any other form of
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Asset Purchase and Assignment of Rights Agreement between the City of Aspen and the County of Pitkin
representation on the condition and maintenance of the aeaeta made by Pitddn in
any other forum.
2.4 Indemnification. Aspen hereby indemnifiea and relievea Pitkin of any and all
dutiea cvith regard to the Facility�a agreement with Reclamation, costs charged
pursuant to aection 10(e) of the Federal Power Act, 16 U.S.C. 803 for use of Federal
lands. Aspen assumea indemnifies and relievea Pitkin of the duty to procure or
maintain liability inaurance for the benefit of Reclamation.
3. MISCELLANEOUS PROVISIONS
3.1 Authoritv.
A. Pitkin representa that it has full power and authority to execute and deliver thia
Agreement and to carry out the transaction and has taken all the requisite stepa
to authorize the same. Pitkin further representa that it knowa of no outstanding
lien, obligation or fact that would hinder Aspen's ability to operate and maintain
the Facility or prohibit the asaignment or transfer of execution of any part of this
Agreement.
5
B. Aapen repreaenta that it has full power and authority to execute and deliver thia
Agreement and to carry out the transaction and has taken all the requisite stepa
to authorize the same.
3.2 No closine. There will not be a scheduled cloaing in thia transaction. All documenta
may be signed in counterparta and transmitted via mail as followa�
To Aspen� I With Copy To� �
Phil Overeynder Karl F. Kumli III, Esq.
City of Aspen Dietze & Davis, P. C:
130 South Galena Street 2060 Broadway, Suite 400
Aspen, CO 81611 Boulder, CO 80302
To Fitkin�
John Ely
Pitkin County Attorne�s Office
630 E. Main St.
3ra Floor
Aspen, CO 81611
4
With Copy to�
�
Asset Purchase and Assignment of Rights Agreement between the City of Aspen and the County of Pitkin
3.3 Bindine Effect. This Agreement shall be binding on Aapen and Pitkin and all auccessors
in interest to either party.
3.4 Entire Aereement. This Agreement constitutes the entire underatanding of the parties.
No other representations, agreementa, or modifications to this Agreement are implied
and no modification shall be made to this Agreement unless made in writing and aigned
by both parties.
3.5 Governine Law. This Agreement shall be governed by the laws of the State of Colorado.
3.6 Cooneration. Pitkin agrees to complete any further documents or produce other
documenta or evidence necessary to complete the permitting and transfer of the Facility
to Elapen.
7 Liabilitv. The Partiea agree, to the extent allowed by law, to indemnify and hold
harmless one another for any acts or omissions related to the operation of the Facility
prior to the transfer date.
3.8 Counternarts. Thia Agreement may be aigned in counterparts and transmitted by
facsimile or electronic communication. A fully executed copy of thia Agreement shall
contain signaturea by both parties as if the document had been executed
simultaneously.
SIGNED�
CITY OF ASPEN, A Colorado Home Rule
City '
By:
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Print Name: Stephen H. Barwick
Title: City Manager
BOARD OF COUNTY COMMISSIONERS
OF THE COUNTY OF PITKIN, a Colorado
countv
B
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Asset Purchase and Assignment of Rights Agreement between the City of Aspen and the County of Pitkin
3.3 Bindine Effect. This Agreement shall be binding on Aspen and Pitkin and all auccesaors
in intereat to either party.
3.4 Entire Aereement. This Agreement conatitutes the entire underatanding of the partiea.
No other representationa, agreements, or modificationa to this Agreement are implied
and no modification ahall be made to this Agreement unlesa made in writing and signed
by both parties.
3.5 Governine Law. This Agreement ahall be governed by the laws of the State of Colorado.
3.6 Cooneration. Pitkin agreea to complete any further documents or produce other
documenta or evidence necessary to complete the permiEting and tranafer of the Facility.
to Aapen.
3.7 Liabilitv, The partiea agree, to the extent allowed by law, to indemnify and hold
harmlesa one another for any acts or omisaiona related to the operation of the Facility
prior to the tranafer date.
3.8 Counternarts. Thia Agreement may be aigned in counterparts and transmitted by
facaimile or electronic communication. A fully executed copy of this Agreement ahall
contain signaturea by both parties as if the document had been executed
aimultaneously.
SIGNED:
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CITY OF ASPEN, A Colorado Home Rule
City
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Print Name�
T4tle�
I BOARD OF COUN�'I' COMMI5SIONER5
OF THE COITNTY OF PITHIN, a Colorado
co ty a
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QUITCLAIM DEED
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THIS DEED is dated the �5�"� of Oeteber, 2010, and is
made between the Board of County Commissioners, Pitkin
County, (the "Grantor"), of the County of Pitkin and State of
Colorado and City of Aspen, (the"Grantee"), of the County of
Pitkin and State of Colorado, a Colorado Home Rule
Municipality.
WITNESS, that the Crrantor, for and in consideration of the sum of TEN DOLLARS,
($10.00), the receipt and sufficiency of which is hereby acknowledged, does hereby
remise, release, sell and QUITCLAIM unto the ('irantee, its successors and assigns,
forever, all the right, tide, interest, claim and demand which the Grantor has in and to the
real property, fixtures, easements, and any other property used or useful to the operation
or maintenance of the Ruedi Hydroelectric Project, Federal Energy Regulatory
Commission (hereinafter "FERC") Project No. P-3603, together with any improvements
thereon, located in the County of Pitkin and State of Colorado, described as follows:
"Ruedi Hydroelectric ProjecY' shall mean the hydroelectric powerplant and
related facilities conshucted, operated, and maintained pursuant to a license
issued by FERC for Project P-3603.
also known by street address as: NA
and assessor's schedule or pazcel number: NA
TO HAVE AND TO HOLD the same, together with all and singulaz the
appurtenances and privileges thereunto belonging, or in anywise thereunto appertaining,
and all the estate, right, title, interest and claim whatsoever of the Grantor, either in law
or equity, to the only proper use and benefit of the Grantee, and its successors and
assigns, forever.
WITNESS WHEREOF, the Grantor has executed this deed on the date set forth
ab
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STATE OF COLORADO
COUNTY OF PITKIN
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The fore�oing instrument was acknowledged before me this IS�'
by �.t� �1r�.)rv�n,n
Witness my hand and official seal.
My commission expires: ���
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Name and Address of Person Creating Newly Created Legal Description (§ 38-35-106.3,
C.R.S.)
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BILL OF SALE
KNOW ALL MEN BY THESE PRESENTS, That the Board of County
Commissioners, Pitkin County, State of Colorado, ("Sellers"), for and in consideration
of Ten Dollazs ($10.00) and other good and valuable consideration, to them in hand paid,
at or before the ensealing or delivery of these presents by City of Aspen, Pitkin County,
State of Colorado, a Colorado Home Rule Municipality as to an undivided 100% interest
("Buyers"), the receipt of which is hereby acknowledged, has bazgained and sold, and by
these presents does grant and convey unto the said Buyers and their respective successors
and assigns, the following property, goods and chattels, to wit:
All appliances, fixriues, machinery, computers, softwaze programs,
equipment, supplies, easements and other property, owned by Sellers and
located on or used in connection with the Ruedi Hydroelectric Project,
Federal Energy Regulatory Commission Project No. P-3603.
located at:
TO HAVE AND TO HOLD the same unto the said Buyers, their successors and
assigns, forever. The foregoing conveyance is made WITHOUT WARRANTIES OF
ANY KIND, express or implied, including any warranries of title or fitness of use.
IN WITNESS WHEREOF, the Sellers have executed this Bill of Sale this �
day of (�ctaber, 2010.
�)ct-Cw�bt�C
BOARD OF COUNTY COMMISSIONERS,
PI IN COUNTY, ST TE OF COLORADO
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By: �� l!�'i7 i(� �
STATE OF COLORADO
COUNTY OF PITKIN
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The foregoing document was acknowledged before me this
2010 by (r Lo f�P. 9. � P,�.,J mtWt .
My commissi
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GENERAL RELEASE OF PITKIN COUNTY OF ANY AND ALL INTEREST IN THE
RUEDI HYDROELECTRIC PROJECT
This GENERAL RELEASE is made this � day of�q m4ic� 2010 by and
between the Pitkin County, a Colorado county, through its Boazd of County
Commissioners ("Pitkin County"), and the City of Aspen, a Colorado Home Rule City.
WHEREAS the City of Aspen is a municipality and uses power produced at the
Ruedi Hydroelectric Project for municipal power purposes.
WHEREAS Pitkin County does not sell energy or capacity in its ordinary course
of business.
WHEREAS Pitkin County and City of Aspen wish to clarify and remove any
ambiguity conceming their respective rights and obligations regazding the Ruedi
Hydroelectric Project.
THEREFORE, Pitkin County disclaims any and all interest in energy or capacity
resulting from the Ruedi Hydroelectric Project, together with any environmental benefit
created as a result of the generation of energy at the Ruedi Hydroelectric facility.
IN WI'�'NESS WI�REOF,
(�ssel�er, 2010.
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the Sellers have executed this Bill of Sale this l�� day of
BOARD OF COUNTY COMMISSIONERS,
PI COUNTY, STAT OF COLORADO
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BY� ��4�Dfi{�. �
STATE OF COLORADO
COUNTY OF PITKIN
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The foregoing document was acknowledged before me this 15� day of , (�s�er, y �
2010 by (� f1 �� , ,m,�,,� . .
My commission expires: � �+Z4f� �
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3a -�o/O RECEPTION#: 575986, 12H7/2070 at
12:06:27 PM,
1 OF 9, R$0.00 Doc Code AGREEMENT
Janice K. Vos Caudill, Pitkin County, CO
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ASSET PURCHASE AND ASSIGlL�T1�NT OF RIGHTS AGREEMENT
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THIS AGREEMENT, made thia l 7 day of .�� r 2010, between the City of
Aepen, Colorado, a Colorado Home Rule City ("Aspen"), and the Board of County
Commissionere of the County of Pitkin, Colorado ("Pitkin"). Aspen and Pitkin are each
hereby referred to as a"Part�' and collectively as the "Parties."
RECITALS
WHEREAS, Aapen deaires to acquire and Pitkin desires to sell all of the tangible and
intangible asseta, real property, permits and legal righta to the Ruedi Reservoir
Hydroelectric Facility located at the Ruedi Dam, authorized by Federal Energy Regulatory
Commission License Number 3603, issued on September 8, 1983 (the "Facility�');
WHEREAS, the Partiea jointly received an Order Confirming Tranafer of Ownership of the
Facility from the FERC on July 14, 2009, (the "Order") and the Partiea deaire to effectuate
such approved transfer according to the terma and conditions of the Order;
WHEREAS, Aspen desirea to acquire and Pitkin desirea to tranafer and asaign any and all
of its rights and obligations relating to the operation and maintenance of the hydroelectric
power plant at the Facility. Aspen desires to operate the Facility under the terma and
conditions of Commission License Number 3603 as though it were the original licensee;
WHERAS, Aspen is a municipality and uses power produced at the Facility for municipal
power purpose; Pitkin County doea not sell energy or capacity in ita ordinary course of
buainess;
WHEREAS, the conditiona of the Order require Aspen to obtain title to all properties under
the license and to aubmit certified copiea of all inatruments of conveyance;
NOW THEREFORE, for good and valuable conaideration, the receipt and aufficiency of
which is hereby acknowledged, the Partiea hereby mutually consent and agree as follows�
1. ACOiTISITION OF ASSETS
1.1 Purchase and Sale� 5ubject to the terma and conditione of thie Agreement, Pitkin
agreea to sell, assign, convey and transfer to Aspen, and Aspen agrees to purchase
from Pitkin, the Facility title, rights and interests in all Facility asseta together with
all of the property righta, power production capability and agreementa, licensea and
authorizationa, and goodwill asaociated therewith of every kind and description,
tangible and intangible, peraonal or muced, as more particularly described below,
notwithstanding the right and title of the United Statea of America ("U.S.") to the
Ruedi Dam and Reservoir as an integral authorized aspect of the Bureau of
Reclamation Fryingpan-Arkansas Project�
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Asset Purchase and Assignment of Rights Agreement between the City of Aspen and the County of Pitkin
A. The Facility structure as detailed in FERC Licenae No. 3603, which FERC
Licenae, as amended, ia incorporated into this Agreement by reference and for
which all mattera referenced in that docket are referred to as the "FERC
Licenae";
B. All real property rights and easement rights associated with the Facility, the
Commisaion License No. 3603 and agreements with the United 5tatea Bureau of
Reclamation ("Reclamation");
C. Easements and righta as detailed in the FERC License and in any
Agreement or Agreementa with Reclamation�
D. A reducer replacing the existing diah head;
E. A length of 54 pipe connecting the reducer to an isolation valve>
F. A further length of 54•inch pipe having a bifurcation followed by two stop valves
and leading to the turbine site>
G. A powerhouse building and facilities included therein;
H. A switchyard/substation and related equipment included therein�
I. An interconnect facility and tranamisaion line to the point of interconnection to a
69kV transmission line owned by the Holy Croas Rural Electric Association;
J. A tailrace;
K. An outlet gate leading from the turbine to the plunge, pool;
L. All machinery and equipment, toola, furniture, spare parta, improvements,
fixtures, vehicles, diea, jiga, and supplies, booka and recorda or any related
capitalized itema and other tangible property assets related to the operation or
� maintenance of the Facility� .
M. All goodwill, environmental attributea, and other general intangible attributea
related to the Facility;
N. All claima, deposita, funds, chooses in action, causea of action, contracts, righta of
recovery, rights of set and rights of recoupment related to the Facility or its
operation or maintenance;
O. All transferable permita, licensea and approvala related to the ownership and use
of the Facility.
1.2 Pitkin Diaclaimer. Pitkin County hereby diaclaima any and all interest in energy
or capacity resulting &om the Facility, together with any environmental attributea
that result from the generation of energy at the Facility.
1.3 Subseauentiv discovered nrouertv. If any other preaently owned by not identified
real property, including water righta or other asaeta including permita, licenaes and
approvals from any governmental entity necessary to the operation of the facility or
compliance with the FERC licenae and not included in thia Agreement are
discovered after the execution of thia Agreement, Pitkin will tranafer the same to
Aapen at no additional co�t.
�3
Asset Purchase and Assignment of Rights Agreement between the City of Aspen and the County of Pitkin
1.4 Purchase Price. The purchase price shall be 10 (ten) dollare.
1.5 No liena or encumbrancea. Pitkin certifiea and representa that its interest in the
Property to be tranaferred under this Agreement is not aubject to any current or
outstanding lien or encumbrance and it has the full right to convey its intereat in the
property mentioned in this Article.
1.6 Tranafer pocuments. Transfer ahall be in the form of Quit Claim Deed and Bill of
Sale, the form of which are attached to this Agreement as E IT A(Quit Claim
Deec�, EXFIIBIT B(Bill of Sale) and EXFIIBIT C(General `�'�as�e' ,
) The Quit
Claim Deed ahall be recorded in the real property recorda of Pitkin County at
Aapen's expenae.
1.7 Taaces and FPr.s. Aspen is reaponaible for any taxea or fees due as a result of this
transaction, and reaponsible for all taxea and fees for the year 2010 and looking
forward.
1.8 Comnliance with Order. Pitkin agrees to asaiat Aapen to obtain certified copiea of all
instruments of conveyance, and to acknowledge acceptance of the terms and
conditiona of the Order by aigning and returning the General Release of Pitkin
County of Any and All Intereat in the Ruedi Hydroelectric Project, attached as
EXHIBIT C.
2 OPERATION OF THE FACILITY
2.1 Oneration and Maintenance. Aapen hereby asaumes all responsibility and liabilities
previously shared with Pitkin for use, operation; ownership, and maintenance of the
Facility, including reaponaibility for all costs necessary to operate and maintain the
Facility and all dealings with governmental entitiea and with sales of the power
generated at the Facility. Aspen agrees to operate the Facility under the terms and
conditiona of Commisaion License No. 3603 as if it were the original licenaee.
2.2 Decommissionine. In the event that Aspen electa to decommission the Facility,
tlepen,ehall have sole responaibility and liability for the decommieaioning coata and
approvals necessary.
2.3 "t1s-Is" Sale. Aepen acknowledgea and agreea that the subject asaets of Article 1,
above, are being acquired "As-Is, Where-Is" as of the date of execution of this
Agreement and in their condition on that date. There are no other warranties,
representationa or agreementa between the partiea regarding the subject asseta or
their condition on transfer. Aapen diaclaima any reliance on any other form of
� �
�
Asset Purchase and Assignment of Rights Agreement between the City of Aspen and the County of Pitkin
representation on the condition and maintenance of the asseta made by Pitkin in
any other forum.
2.4 Indemnification. Aspen hereby indemnifies and relievea Pitkin of any and all
duties with regard to the Facilit�a agreement with Reclamation, costs charged
pursuant to section 10(e) of the Federal Power Act, 16 U.S.C. 803 for use of Federal
landa. Aspen asaumea indemnifies and relievea Pitkin of the duty to procure or
maintain liability insurance for the benefit of Reclamation.
3. MISCELLANEOUS PROVISIONS
3.1 Authoritv.
A. Pitkin represents that it has full power and authority to execute and deliver this
Agreement and to carry out the transaction and has taken all the requisite stepa
to authorize the same. Pitkin further representa that it knowa of no outatanding
lien, obligation or fact that would hinder Aspen's ability to operate and maintain
the Facility or prohibit the asaignment or transfer of execution of any part of thia
Agreement.
5
B. Aspen representa that it has full power and authority to execute and deliver this
Agreement and to carry out the transaction and hae taken all the requisite atepe
to authorize the same.
32 No closine. There will not be a echeduled closing in thia transaction. All documenta
may be signed in counterparta and tranamitted via mail as followa�
To Aspen� With Copy To�
Phil Overeynder Karl F. Kumli III, Esq.
City of Aspen Dietze & Davis, P.C:
130 South Galena Street 2060 Broadway, Suite 400
Aspen, CO 81611 Boulder, CO 80302
To Fitkin�
John Ely
Pitkin County Attorne�s Office
630 E. Main St.
3�d Floor
Aspen, CO 81611
With Copy to�
�/
�
Asset Purchase and Assignment of Rights Agreement between the City of Aspen and the County of Pitkin
3.3 Bindine Effect. This Agreement ahall be binding on Aspen and Pitkin and all auccessors
in interest to either party.
3.4 Entire Aereement. This Agreement constitutes the entire understanding of the partiea.
No other representations, agreements, or modificationa to thia Agreement are implied
and no modi�ication shall be made to thia Agreement unlesa made in writing and signed
by both partiea.
3.5 Governine Law. This Agreement shall be governed by the laws of the State of Colorado.
3.6 Cooneration. Pitkin agrees to complete any further documenta or produce other
documents or evidence necessary to complete the permitting and tranafer of the Facility
to Aspen.
3.7 Liabilitv. The Parties agree, to the extent allowed by law, to indemnify and hold
harmless one another for any acta or omissions related to the operation of the Facility
prior to the transfer date.
3.8 Counternarts. This Agreement may be signed in counterparts and transmitted by
facsimile or electronic communication. A fully executed copy of this Agreement shall
contain signatures by both partiea as if the document had been executed
sunultaneously.
�Y(el�I�
CITY OF ASPEN, A Colorado Home Rule
City '
B � /
< O
,�". �` `i ���'�'"°"'
Print I�ame: Stephen H. Barwick
Title: City Manager
BOARD OF COUNTY COMMISSIONERS
OF THE COUNTY OF PITKIN, a Colorado
county .
��
Print Name j��
7
Title� '
��
���
�
Asset Purchase and Assignment of Rights Agreement between the City of Aspen and the County of Pitkin
3.3 Bindine Effect. Thia Agreement shall be binding on Aspen and Pitkin and all auccessors
in interest to either party.
3.4 Entire Aereement. This Agreement conatitutes the entire underatanding of the partiea.
No other repreaentations, agreementa, or modificationa to this Agreement are implied
and no modification shall be made to this Agreement unlesa made in writing and aigned
by both partiea.
3.5 Governine Law. This Agreement ahall be governed by the laws of the State of Colorado.
3.6 Cooneration. Pitkin agreea to complete any further documents or produce other
documenta or evidence necessary to complete the permitting and transfer of the Facility.
to Aspen.
3.7 Liabili . The Partiea agree, to the extent allowed by law, to indemnify and hold
harmlese one another for any acts or omiasiona related to the operation of the Facility
prior to the transfer date.
3.8 Counternarta. Thia Agreement may be aigned in counterparts and tranamitted by
facsimile or electronic communication. A fully executed copy of this Agreement shall
contain signaturea by both partiea as if the document had been executed
simultaneously.
SIGNED�
�
CITY OF ASPEN, A Colorado Home Rule
City
�
Print Name�
'I�tle�
I BOARD OF COUNTY COMMISSIONERS
OF THE COUNTY OF PITHIN, a Colorado
co ty ,
� I���-1�J 4 �t'AiU� I
I Print Name� � I
l� ���QJ / LJ.P�t/L/J��l
I Title��
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��
I �� � �` RECEPTION#: 575988, 12/17/2010 at
�'� �til n i i � 12:06:29 PM,
1 oF 2, R$0.00 DF $0.00 Doc Code QCD
Janice K. Vos Caudill, Pitkin County, CO
QUITCLAIM DEED
oe�tiu
THIS DEED is dated the�� of Oeteber, 2010, and is
made between the Boazd of County Commissioners, Pitkin
County, (the "Grantor"), of the County of Pitkin and State of
Colorado and City of Aspen, (the"Grantee"), of the County of
Pitkin and State of Colorado, a Colorado Home Rule
Municipality.
WITNESS, that the Grantor, for and in consideration of the sum of TEN DOLLARS,
($10.00), the receipt and sufficiency of which is hereby acknowledged, does hereby
remise, release, sell and QUITCLAIM unto the Grantee, its successors and assigns,
forever, all the right, ritle, interest, claim and demand which the Grantor has in and to the
real properry, fixtures, easements, and any other properiy used or useful to the operation
or maintenance of the Ruedi Hydroelechic Project, Federal Energy Regulatory
Commission (hereinafter "FERC") Project No. P-3603, together with any improvements
thereon, located in the County of Pitkin and State of Colorado, described as follows:
"Ruedi Hydroelectric ProjecY' shall mean the hydroelectric powerplant and
related facilities constructed, operated, and maintained pursuant to a license
issued by FERC for Project P-3603.
also known by street address as: NA
and assessor's schedule or parcel number: NA
TO HAVE AND TO HOLD the saxne, together with all and singular the
appurtenances and privileges thereunto belonging, or in anywise thereunto appertaining,
and all the estate, right, title, interest and claim whatsoever of the Grantor, either in law
or equity, to the only proper use and benefit of the Grantee, and its successors and
assigns, forever.
WITNESS WHEREOF, the Grantor has executed this deed on the date set forth
ab
,��. �A� ���
�oc�.,��1. o� �ou-�'�, vnw�ttc,e�nZrs o {
���Ve..v. Co�..nl-�� �-olo�aol-n
/�
STATE OF COLORADO )
) ss.
COUNTY OF PITKIN )
The fore oing instrument was aclrnowledged before me this
by �^
Witness my hand and official seal.
My commission expires: �
_ 1
i5�" d�y+d �4���G,,2010,
s �T,qR� 1 �
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Name and Address oi Yerson C;reaUng Newly l:reated Legal llescnphon (� :SS-iJ-1116.5,
C.RS.)
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-�( �t l b I T
BILL OF SALE
RECEPTION#: 575987, 12H7/2010 at
12:06:28 PM,
1 OF 1, R$0.00 DF $0.00 Doc Code BILL
OF SALE
Janice K. Vos Caudill, Pitkin County, CO
KNOW ALL 1vIEN BY THESE PRESENTS, That the Board of County
Commissioners, Pitkin County, State of Colorado, ("Sellers"), for and in consideration
of Ten Dollazs ($10.00) and other good and valuable consideration, to them in hand paid,
at or before the ensealing or delivery of these presents by City of Aspen, Pitkin County,
State of Colorado, a Colorado Home Rule Municipality as to an undivided 100% interest
("Buyers"), the receipt of which is hereby aclrnowledged, has bazgained and sold, and by
these presents does grant and convey unto the said Buyers and their respective sucbessors
and assigns, the following property, goods and chattels, to wit:
All appliances, fixtures, maclunery, computers, soflwaze programs,
equipment, supplies, easements and other property, owned by Sellers and
located on or used in connection with the Ruedi Hydroelectric Project,
Federal Energy Regulatory Commission Project No. P-3603.
located at;
TO HAVE AND TO HOLD the same unto the said Buyers, their successors and
assigns, forever. The foregoing conveyance is made WITHOUT WARRANTIES OF
ANY KIND, express or implied, including any warranties of title or fitness of use.
IN WITNESS WHEREOF, the Sellers have executed this Bill of Sale this IS�
day of Ootaber, 2010. '
� t.ZUnb�l
BOARD OF COUNTY COMMISSIONERS,
PI COUNTY, ST TE OF COLORADO
�,�-.�/f�l.Q� ��fivl�l
gy: ��7 l�l �
STATE OF COLORADO )
) ss.
COLTNTY OF PITKIN )
)e ccr+��
The foregoing document was acknowledged before me this �_ day of (3eteber,
2010 by �r�,o f�P. e� � P,�.J rnA.�n •
My commissi x
`` ,�U��iiJ�� i
�SE.�.� � f , � y'''L
: ' �. _ �
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N � �
'' ��'�i �° ;CO�°� �a��
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�' • � ' ,
�V
u
RECEPTION#: 575989, 1 217 7/2 0 7 0 at �� l 1� t �
12:06:30 PM, G ,b
1 OF 1, R$0.00 Doc Code RELEASE
Janice K. Vos Caudill, Pitkin County, CO
GENERAL RELEASE OF PITKIN COUNTY OF ANY AND ALL INTEREST IN THE
RUEDI HYDROELECTRIC PROJECT
This GENERAL RELEASE is made this 1�� day ofpg� 2010 by and
between the Pitkin County, a Colorado county, through its Board of County
Commissioners ("Pitkin County"), and the City of Aspen, a Colorado Home Rule City.
WHEREAS the City of Aspen is a municipality and uses power produced at the
Ruedi Hydroelechic Project for municipal power purposes.
WHEREAS Pitkin County does not sell energy or capacity in its ordinary course
of business.
WHEREAS Pitkin County and City of Aspen wish to clarify and remove any
ambiguity concerning their respective rights and obligations regazding the Ruedi
Hydroelectric Project.
THEREFORE, Pitkin County disclaims any and all interest in energy or capacity
resulting from the Ruedi Hydroelectric Project, together with any environmental benefit
created as a result of the generation of energy at the Ruedi Hydroelectric facility.
� IN VJITNESS WHEREOF,
(�stel�er, 2010.
)2c�,w�be!
STATE OF COLORADO
COUNTY OF PITKIN
)
) ss.
)
t�et,evnbet
day of (�ste+ber,
The foregoing document was acknowledged before me this l5�
2010 by �1 c�! �`1 �e� , ��n •
� �
My commission expires: �
����unu��,
J� ,`` S a p e � 1"9
(SEAL) ` �` � •
� �
: F ,a � . � .'
� �n i "�t1G
r•
•• �Yy�w•�/� i
/�''�'' , / � O"1
the Sellers have executed this Bill of Sale this 1`�� day of
BOARD OF COUNTY CONIMISSIONERS,
PI COUNTY, STAT OF COLORADO
/ \ 1 .�i�� �,
By: ('�l'1 �p1E'� \ _
�� . i. i � � /��. �
�;� � ,�'` � .
l
�-
3�
RECEPTION#: 575986, 12f17/2010 at
12:06:27 PM,
1 OF 9, R$0.00 Doc Code AGREEMENT
Janice K. Vos Caudill, Pitkin County, CO
A3SET PURCHASE AND ASSIGNI�ENT OF RIGHTS AGREEMENT
,� lP 1
THIS AGREEMENT, made thia l day of .�� � 2010, between the City of
Aspen, Colorado, a Colorado Home Rule City ("Aspen"), and the Board of County
Commisaionera of the County af Pitkin, Colorado ("Pitkin"). Aapen and Pitkin are each
hereby referred to as a"Party" and collectively as the "Pazties."
RECITATS
WHEREAS, Aspen deaires to acquire and Pitkin desires to sell all of the tangible and
intangible asseta, real property, permits and legal righta to the Ruedi Reservoir
Hydrcelectric Facility located at the Ruedi Dam, authorized by Federal Energy Regulatory
Commisaion License Number 3603, isaued on September 8, 1983 (the "Facilit�');
WHEREA5, the Partiea jointly received an Order Confirming Transfer of Ownerahip of the
Facility from the FERC on July 14, 2009, (the "Order") and the Partiea desire to effectuate
auch approved transfer according to the terms and conditiona of the Order;
WHEREAS, Aspen desirea to acquire and Pitkin desires to tranafer and asaign any and all
of ita rights and obligations relating to the operation and maintenance of the hydroelectric
power plant at the Facility. Aspen desires to operate the Facility under the terms and
conditiona of Commission License Number 3603 as though it were the original licenaee;
WHERAS, ABpen is a municipality and usea power produced at the Facility for municipal
power purpose; Pitkin County does not sell energy or capacity in its ordinary course of
business;
4VHEREAS, the conditiona of the Order require Aspen to obtain title to all properties under
the license and to submit certified copies of all instruments of conveyance;
NOW THEREFORE, for good and valuable conaideration, the receipt and au�ciency of
which is hereby acknowledged, the Partiea hereby mutually consent and agree as followa�
1. ACQUISITiON OF A5SETS
1.1 Purchase �nd Sale� Subject to the terma and conditions of thia Agreement, PiEkin
agrees to aell, assign, convey and tranafer to tlspen, and Aspen agreea to purchase
from Pitkin, the Facility title, righta and interesta in all Facility assets together with
all of the property righta, power production capability and agreements, licensea and
authorizationa, and goodwill asaociated therewith of every kind and deacription,
tangible and intangible, personal or mixed, aa more particularly deacribed below,
notwithatanding the right and title of the United States of America ("U.S.") to the
Ruedi Dam and Reservoir aa an integral authorized aspect of the Bureau of
Reclamation Fryingpan-Arkansas Project�
l3
Asset Purchase and Assignment of Rights Agreement between the City of Aspen and the County of Pitkin
A. The Facility structure as detailed in FERC License No. 3603, whicli FERC
License, as amended, is incorporated into this Agreement by reference and for
which all matters referenced in that docket are referred to as the "FERC
Licenae">
B. All real property righta and easement rights associated with the Facility, the
Commisaion Licenae No. 3603 and agreementa with the United Statea Bureau of
Reclamation ("Reclamation")�
C. Easementa and rights-of as detailed in the FERC License and in any
Agreement or Agreements with Reclamation;
D. A reducer replacing the existing diah head;
E. A length of 64•inch pipe connecting the reducer to an isolation valve�
F. A further length of 54•inch pipe having a bifurcation followed by two atop valves
and leading to the turbine site;
G. A powerhouae building and facilities included therein;
H. A switchyard/aubstation and related equipment included therein>
I. An interconnect facility and transmission line to the point of interconnection to a
69kV tranamission line owned by the Holy Croas Rural Electric Aasociation;
J. A tailrace;
K. An outlet gate leading from the turbine to the plunge, pool;
L. All machinery and equipment, tools, furniture, spare parta, improvements,
5xturea, vehicles, diea, jiga, and auppliea, books and records or any related
capitalized items and other tangible property assets related to the operation or
� maintenance of the Facility> �
M. All goodwill, environmental attributes, and other general intangible attributes
related to the Facility�
N. All claima, deposits, funda, chooses in action, causes of action, contracts, righta of
recovery, righta of set-off and rights of recoupment related to the Facility or ita
operation or maintenance�
O. All tranaferable permita, licenses and approvals related to the ownership and use
of the Facility.
1.2 Pitkin Disclaimer. Pitkin County hereby disclaima any and all intereat in energy
or capacity reaulting from the Facility, together with any environmental attributes
that result from the generation of energy at the Facility.
1.3 Subaeauentiv discovered nronertv. If any other presently owned by not identified
real property, including water rights or other asaete including permita, licenses and
approvals from any governmental entity necessary to the operation of the facility or
compliance with the FERC license and not included in this Agreement are
discovered after the execution of this Agreement, Pitkin will transfer the same to
Aspen at no additional coat.
/�
Asset Purchase and Assignment of Rights Agreement between the City of Aspen and the County of Pitkin
1.4 Purchase Price. The purchase price ahall be 10 (te� dollars.
1.6 No liene or encumbrancea. Pitkin certifiea and representa that its intereat in the
Property to be tranaferred under thie Agreement is not subject to any current or
outstanding lien or encumbrance and it has the full right to convey its interest in the
property mentioned in this Article.
1.6 Tranafer pocuments. Tranafer ahall be in the form of Quit Claim Deed and Bill of
Sale, the form of which are attached to this Agreement as E�� S�A (Quit Claim
DeecU, E�IIBIT B(Bill of Sale) and E��iIBIT C(General ��i�E). The Quit
Claim Deed ahall be recorded in the real property recorda of Pitkin County at
Aspen's expense. '
1.7 Taxes and Fees. Aapen is responsible for any ta�cea or fees due as a reault of this
transaction, and responaible for all ta�ces and fees for the year 2010 and looking
forward.
1.8 Comnliance with Order. Pitkin agrees to assist Aspen to obtain certified copies of all
inetruments of conveyance, and to acknowledge acceptance of the terma and
conditiona of the Order by aigning and returning the General Release of Pitkin
County of Any and All Interest in the Ruedi Hydroelectric Project, attached as
EXFIIBIT C.
2 OPERATION OF THE FACILITY
2.1 Oneration and Maintenance. Aapen hereby assumes all responaibility and liabilities
previously shared with Pitkin for use, operation; ownerahip, and maintenance of the
Facility, including reaponaibility for all costa neceasary to operate and maintain the
Facility and all dealinga with governmental entities and with salea of the power
generated at the Facility. Aspen agreea to operate the Facility under the terms and
conditions of Commission License No. 3603 as if it were the original licensee.
22 Decommisaionine. In the event that Aspen elects to decommission the Facility,
Aspen,shall have sole responsibility and liability for the decommiasioning coata and
approvals necessary.
2.3 "As-Is" Sale. Aapen acknowledges and agrees that the subject assets of Article 1,
above, aze being acquired "As-Is, Where-Is" as of the date of execution of thia
Agreement and in their condition on that date. There are no other warrantiea,
representations or agreements between the partiea regarding the subject assets or
their condition on tranafer. Aspen disclaima any reliance on any other form of
/�
Asset Purchase and Assignment of Rights Agreement between the City of Aspen and the County of Pitkin
representation on the condition and maintenance of the asseta made by Pitkin in
any other forum.
2.4 Indemnification. Aepen hereby indemnifiea and relievea Pitkin of any and all
duties with regard to the Facilit�a agreement with Reclamation, costa charged
purauant to aection 10(e) of the Federal Power Act, 16 U.S.C. 803 for use of Federal
lands. Aspen assumes indemnifiea and relieves Pitkin of the duty to procure or
maintain liability inaurance for the benefit of Reclamation.
3. MISCELLANEOUS PROVISIONS
3.1 Authori .
A. Pitkin repreaenta that it hae full power and authority to execute and deliver this
Agreement and to carry out the transaction and has taken all the requisite steps
to authorize the same. Pitkin further representa that it knowa of no outstanding
lien, obligation or fact that would hinder Aspen's ability to operate and maintain
the Facility or prohibit the assignment or transfer of execution of any part of thia
Agreement.
B. Aspen repreaents that it has full power and authority to execute and deliver thia
Agreement and to carry out the transaction and has taken all the requisite stepa
to authorize the eame.
32 No closine. There will not be a scheduled closing in this transaction. All documents
may be signed in counterparts and transmitted via mail as follows�
To Aapen�
Phil Overeynder
City of Aspen
130 South Galena Street
Aspen, CO 81611
To Pitkin�
John Ely
Pitkin County Attorne�s Off'ice
630 E. Main St.
3Td Floor
Aspen, CO 81611
4
With Copy To�
Karl F. Kumli III, Esq.
Dietze & Davis, P.C•.
2060 Broadway, Suite 400
Boulder, CO 80302
With Copy to�
/�
Asset Purchase and Assignment of Rights Agreement between the City of Aspen and the County of Pitkin
3.3 Bindine Effect. This Agreement ehall be bitiding on Aapen and Pitkin and all successora
in interest to either party.
3.4 Entire Aereement. This Agreement conetitutes the entire understanding of the partiea.
No other representationa, agreemente, or modificationa to this Agreement are implied
and no modification shall be made to this Agreement unlesa made in writing and aigned
by both partiea.
3.5 Governine Law. Thia Agreement ahall be governed by the lawa of the State of Colorado.
3.6 Cooneration. Pitkin agrees to complete any further documents or produce other
documents or evidence necessary to complete the permitting and transfer of the Facility.
to Aspen.
3.7 Liabilitv. The Partiea agree, to the extent allowed by law, to indemnify and hold
harmleas one another for any acts or omissions related to the operation of the Facility
prior to the transfer date.
3.8 Counternarts. This Agreement may be aigned in counterparta and transmitted by
facaimile or electronic communication. A fully executed copy of this Agreement ahall
contain eignatures by both partiea as if the document had been executed
simultaneously.
SIGNED�
�
CITY OF ASPEN, A Colorado Home Rule
City
BOARD OF COUNTY COMMISSIONERS
OF THE COUNTY OF PITKIN, a Colorado
co ty
\ .R��-1'�I
Print Name� Y
�
.f/Ud�' `^
�
Print Name�
'I�tle�
����2J / LI.P�y/Vi��1�
Title�� �
�
l7
�.;��,�� � ��
QUITCLAIM DEED
oe�ti�
THIS DEED is dated the�' of (�eteber, 2010, and is
made between the Boazd of County Commissioners, Pitkin
County, (the "Grantor"), of the County of Pitkin and State of
Colorado and City of Aspen, (the"Grantee"), of the County of
Pitkin and State of Colorado, a Colorado Home Rule
Municipality.
WITNESS, that the Grantor for and in consideration of the sum of TEN DOLLARS,
($10.00), the receipt and sufficiency of which is hereby acknowledged, does hereby
remise, release, sell and QUITCLAIlvf unto the Grantee, its successors and assigns,
forever, all the right, title, interest, claim and demand which the Grantor has in and to the
real pmperty, fixtures, easements, and any other property used or useful to the operation
or maintenance of the Ruedi Hydroelectric Project, Federal Energy Regulatory
Commission (hereinafter "FERC") Project No. P-3603, together with any isnprovements
thereon, located in the County of Pitkin and State of Colorado, described as follows:
"Ruedi Hydroelectric Project" sha11 mean the hydroelectdc powerplant and
related facilities constructed, operated, and maintained pursuant to a license
issued by FERC for Project P-3603.
also known by street address as: NA
and assessor's schedule or parcel number: NA
TO HAVE AND TO HOLD the same, together with all and singulaz the
appurtenances and privileges thereunto belonging,, or in anywise thereunto appertaining,
and all the estate, nght, title, interest and claim whatsoever of the Crrantor, erther in law
or equity, to the only proper use and benefit of the Crrantee, and its successors and
assigns, forever.
WITNESS WHEREOF, the Grantor has executed this deed on the date set forth
ab .
,/�/w1�CJ � I,f �.l /� V �" _ `' �" �`�" �
i 1�
$ot�'cJ� a�4 Cou-��,�o��+w�t�c(a�ntrs o�
��1rt,e..v. Co�,.�nl�� �olo�rad-�
��
STATE OF COLORADO )
) ss.
COLTNTY OF PITKIN )
The foregoing 'uvstrument was aclmowledged before me tlus IS�' d�1� ��� 2010,
by �tQi�i �.1 r�.� w,.n,v� a ��,� a o„ ......ti ye.o�i'i
� �
_ f • �TA?� �
�
Witness my hand and official seal. _ " _
My commission expires: � �m t, �'� !. �
.. �r`�dt@"'••. .....ot,�D;��
- � //Iir.� �
t�r'y 1'ublic U
Name and Address oY Yerson C:reahng Newly (:reated Legal llescnphon (� :i2S-i5-1U6.5,
C.RS.)
(�
���'�'' �
BILL OF SALE
KNOW ALL MEN BY TI�SE PRESENTS, That the Board of County
Commissioners, Pitlrin County, State of Colorado, ("Sellers"), for and in consideration
of Ten Dollazs ($10.00) and other good and valuable consideration, to them in hand paid,
at or before the ensealing or delivery of these presents by City of Aspeu, Pitlua County,
State of Colorado, a Colorado Home Rule Municipality as to an undivided 100% interest
("Buyers"), the receipt of which is hereby acknowledged, has bazgained and sold, and by
these presents does grant and convey unto the said Buyers and their respective successors
�and assigns, the following property, goods and chattels, to wit:
All appliances, fixtures, machinery, computers, soflwaze programs,
equipment, supplies, easements and other property, owned by Sellers and
located on or used in connection with the Ruedi Hydroelectric Project,
Federal Energy Regulatory Commission Project No. P-3603.
located at:
� TO HAVE AND TO HOLD the same unto the said Buyers, their successors and
assigns, forever. The foregoing conveyance is made WITHOUT WARRANTIES OF
ANY KIND, express or implied, including any warranties of title or fitness of use.
IN WITNESS WHEREOF,
day of (�ctaber, 2010.
�ec�vnh�C
the Sellers have executed this Bill of Sale this �
BOARD OF COUNTY COMMISSIONERS,
PI COiJNTY, ST TE OF COLORADO
/' \ l.�-P/1t'1.Q> �.fi��yl�/c/�-1
By: �� �� � �
STA'FE OF COLORADO )
) ss.
COUNTY OF PITKIN )
>e ccrn5u
The foregoing document was acknowledged before me this l�� day of (�eteber,
2otoby frtior� e.ic,�.�rr�av, •
My
A.
�� � '�� �
(SEAL) : E �Ta,p� s �
: d��' �� f a°Q�
.���; ;'� I' Co 10; ``��
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�-�1�.-�,6r`f (�
GENERAL RELEASE OF PITKIN COUNTY OF ANY AND ALL INTEREST IN THE
RUEDI HYDROELECTRIC PROJECT
This GENERAF, RELEASE is made tlus 1� day ofne�tmhu', 2010 by and
between the Pitkin County, a Colorado county, through its Board of County
Commissioners ("Pitkin County"), and the City of Aspen, a Colorado Home Rule City.
WHEREAS the City of Aspen is a municipality and uses power produced at the
Ruedi Hydroelectric Project for municipal power purposes.
WHEREAS Pitkin County does not sell energy or capacity in its ardinary course
of business.
WHEREAS Pitkin County and City of Aspen wish to clarify and remove any
ambiguity concerning their respective rights and obligarions regazding the Ruedi
Hydroelectric Project.
THEREFORE, Pitkin County disclauns any and all interest in energy or capacity
resulting from the Ruedi Hydroelectric Project, together with any environmental benefit
created as a result of the generation of energy at the Ruedi Hydroelectric facility.
IN WI'Z'NESS WHEREOF,
(�te�er, 2010.
��
the Sellers have executed this Bill of Sale this 15�' day of
BOARD OF COUNTY CONIMISSIONERS,
PI COUNTY, STAT OF COLORADO
\ ,�C.P'i�� �
By: ��"l 4�P�V� � _
STATE OF COLORADO
COUNTY OF PITKIN
1
) ss.
)
t�Q�evnb�.l'
The foregoing document was acknowledged before me this 1�� day of (3eteber,
2010 by 'rP�l (a' ��- .i+.n . ' "
� �
My commission expires:
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�J Sa9......: ,'4c� �•i
(SEAL) : f �� . �`� �%
: j �T�,p� .
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i�.: ' . �
��
RECEPTION#: 575988, 72/1712010 at
12:06:29 PM,
1 oF 2, R$0.00 DF $0.00 Doc Code QCD
Janice K. Vos Caudill, Pitkin County, CO
QUITCLAIM DEED
Oe�e,mbz!
THIS DEED is dated the�'�'`� of (�etek�er, 2010, and is
made between the Boazd of County Commissioners, Pitkin
County, (the "Grantor"), of the County of Pitkin and State of
Colorado and City of Aspen, (the"Grantee"), of the County of
Pitkin and State of Colorado, a Colorado Home Rule
Municipality.
WITNESS, that the Grantor, for and in consideration of the sum of TEN DOLLARS,
($10.00), the receipt and sufficiency of which is hereby acknowledged, does hereby
remise, release, sell and QUITCLAIM unto the Grantee, its successors and assigns,
forever, all the right, title, interest, claim and demand which the Grantor has in and to the
real property, fixtures, easements, and any other property used or useful to the operation
or maintenance of the Rh�edi Hydroelectric Project, Federal Energy Regulatory
Comxnission (hereinafter "FERC") Project No. P-3603, together with any improvements
thereon, located in the County of Pitkin and State of Colorado, described as follows:
"Ruedi Hydroelectric ProjecY' shall mean the hydroelectric powerplant and
related facilities constructed, operated, and maintained pursuant to a license
issued by FERC for Project P-3603.
also known by street address as: NA
and assessor's schedule or parcel number: NA
TO HAVE AND TO HOLD the same, together with all and singular the
appurtenances and privileges thereunto belonging, or m anywise thereunto appertazning,
and all the estate, nght, title, interest and claim whatsoever of the Grantor, either in law
or equity, to the only proper use and benefit of the Grantee, and its successors and
assigns,forever.
N WITNESS WHEREOF, the Grantor has executed this deed on the date set forth
ab
�� �A� ���
, .
�oc�,,�c1�. o-( Cown��l,�o�rw�.���;s�t o�
���...v� Co�.�nh-�� �-oloTad-�
3�
STATE OF COLORADO )
) ss.
COUNTY OF PITKIN )
The fore oing instrument was acknowledged before me this IS�` �d ���� � DI'
by �GO [�(, � P.�J �M.A,n �4 �, ,�6ey i'i
o = t' � � '. '�
Witness my hand and official seal. _:, �— f=
My commission expires: !� ��� :N �•. �' , r o �
.
�i�dfe .�'a
A t
V /�� �!,`/��� ��
t�ry Yublic
Name and Address oY Yerson l;reating Newly Created Legal llescnphon (§ SK-35-1U6.5,
C.RS.)
�3
BILL OF SALE
RECEPTION#: 575987, 12/17/2010 at
12:06:28 PM,
1 OF 1, R$0.00 DF $0.00 Doc Code BILL
OF SALE
Janice K. Vos Caudili, Pitkin County, CO
KNOW ALL MEN BY THESE PRESENTS, That the Board of County
Commissioners, Pitkin County, State of Colorado, ("Sellers"), for and in consideration
of Ten Dollazs ($10.00) and other good and valuable consideration, to them in hand paid,
at or before the ensealing or delivery of these presents by City of Aspen, Pitkin County,
State of Colorado, a Colorado Home Rule Municipality as to an undivided 100% interest
("Buyers"), the receipt of which is hereby acknowledged, has bargained and sold, and by
these presents does grant and convey unto the said Buyers and their respective successors
and assigns, the following property, goods and chattels, to wit:
All appliances, fixtures, machinery, computers, softwaze programs,
equipment, supplies, easements and other property, owned by Sellers and
located on or used in connection with the Ruedi Hydroelectric Project,
Federal Energy Regulatory Commission Project No. P-3603.
located at:
TO HAVE AND TO HOLD the same unto the said Buyers, their successors and
assigns, forever. The foregoing conveyance is made WITHOUT WARRANTIES OF
ANY KIND, express or implied, including any warranties of title or fitness of use.
IN WITNESS WHEREOF,
day of Octaber, 2010.
�e ctvnb�C
BOARD OF COUNTY COMMISSIONERS,
PI IN COUNTY, ST TE OF COLORADO
/ \l.�-��f•� /.I-f.fi���l�'�
By: �� �YX/7 � �
the Sellers have executed tlus Bill of Sale this �
STATE OF COLORADO )
) ss.
COUNTY OF PITKIN )
)e ccr�hl,�
The foregoing document was acknowledged before me this ��`' day of Oeteber,
2010 by �r'Ca ��. � � P.i.J +YiA.v1 •
My commissi xpires:
```` ,�e A��������
(SEAL) :�``` � �S
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RECEPTION#: 575989, 12/17/2010 at
12:06:30 PM,
1 OF 1, R$0.00 Doc Code RELEASE
Janice K. Vos Caudill, Pitkin County, CO
GENERAL RELEASE OF PITKIN COUNTY OF ANY AND ALL INTEREST IN THE
RUEDI HYDROELECTRIC PROJECT
This GENERAL RELEASE is made this �fi" day of�¢�em1�, 2010 by and
between the Pitkin County, a Colorado county, through its Board of County
Commissioners ("Pitkin County"), and tfie City of Aspen, a Colorado Home Rule City.
WHEREAS the City of Aspen is a municipality and uses power produced at the
Ruedi Hydroelectric Project for municipal power purposes.
WHEREAS Pitkin County does not sell energy or capacity in its ordinary course
of business.
WHEREAS Pitkin County and City of Aspen wish to clarify and remove any
ambiguity concerning their respective rights and obligations regarding the Ruedi
Hydroelectric Project.
THEREFORE, Pitkin County disclaims any and all interest in energy or capacity
resulting from the Ruedi Hydroelectric Project, together with any environmental benefit
created as a result of the generation of energy at the Ruedi Hydroelectric facility.
IN WITNESS WHEREOF, the Sellers have executed this Bill of Sale this lh�`�' day of
(�ste3�er, 2010.
�be(
BOARD OF COUNTY COMMISSIONERS,
PI IN COUNTY, STAT OF COLORADO
/ �l.�i�� �
By: �'�1 �P1V� \_
STATE OF COLORADO )
) ss.
COUNTY OF PITKIN )
The foregoing document was acknowledged before me this 15�
2010 by (��'P�f1 •
1�a�aae��sam:
My commission expires: fl�it/r'dBi
������pe A! � ���i
(SEAL) .`�� re.,,.-.......,���.�
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.
.
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c�Q�evnbCt
day of (�eber,
o Public
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