HomeMy WebLinkAboutbocc.con.079.1974 TRACT
AGREEMENT
THIS AGREEMENT made and entered into this ninth day of December,
~974, by and between this County of Pitkin, State of Colorado, acting
by and through its Board of County Commissioners, hereinafter re-
ferred to as "Pitkin", and Duane G. Lankford of 333 Fairfax Street,
Denver, Colorado, hereinafter referred to as "Advisor',.
WITNESSETH:
WHEREAS, Pitkin intends to form and adopt a program to finance
a project consisting essentially of a Light Rail Streetcar System
connecting Aspen, Pitkin County Airport (Sardy Field) and Snowm&ss,
hereinafter referred to as the "nominal "system, with possible
extensions to Maroon L&~e, Woody Creek and the D & R G Railroad spur
from Glenwood Springs and IndependeNce Pass, with improvements to
Colorado Route 82, construction of a new Airport Terminal and Trans-
portation Center and continuance of bike lane hiking trail develop-
ments all as generally described and proposed in the official Aspen
Area General Plan, ~966, the Regional Transportation Plan for the
City of Aspen and Pitkin County prepared by Alan M. Voorhees &
Associates, Inc., July ~973, Airport Master Plan, Aspen-Pitkin County
Airport (Sardy Field) prepared by Isbill Associates, Inc., dated
%974, Entry Movement Systems Interfaces, Aspen/Pitkin prepared by
Harry Weese & Associates, October 3~,~974, and Pitkin County Light
Rail Transit System, Assessment of Capital and Operating Costs and
Economic Feasibility of Light Rail Transit for the Aspen Area pre-
pared by Howard R. Ross Associates, October 30, ~974.
WHEREAS, Pitkin is initiating the application process with the
Urban Mass Transportation Administration of the Department of Trans-
portation Administration of the Department of Transportation (UMTA-
DOT) f~ an 80% UMTA grant to finance the "Nominal System" (as
hereinafter defined) by tender of a preliminary application on
November 22, T974~ and proposes to tender and fee the final appli-
cation on or before February ~5, ~975.
NOW THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter contained, the parties hereto
agree as follows, to-wit:
I
The Advisor hereby agrees as follows:
A. To act as an advisor in the assessment of the adequacy of
the project plans and arrangements proposed to or by Pitkin in the
formation and adoption of programs to finance and/or refinance the
joint and several phases of the project authorized by Pitkin.
B. To analyze the financial and economic history of Pitkin,
the economic indicators of the geographic area and related estimates
of possible future economic growth~ coordinate financing activities
with any engineers~ architects , accountants and other specialists
engaged by Pitkin or Advisor to furthur the joint and several phases
of the project and plan financing programs for issuance and sale of
securities and present them to Pitkin.
C. To recommend the necessary provisions and covenants to be
contained in the securities, if any, authorizing and securing in-
struments, including but not limited to amounts, dates, maturities,
interest rates, redemption provisions, debt service coverage requir-
ments for issuance of additional securities~ flow of funds, reserve
funds, rates and charges and security pledges.
D. To coordinate work with the attorneys for Pitkin~ including
nationally recognized bond counsel, regarding the financial security
provisions to be contained in the instruments authorizing and securing
the securities~ if any, and attend hearings and assist, to the extent
reasonably necessary and proper, in matters required by administrs.
tire bodies, court and other governmental bodies.
E. To cooperate with all officials, employees, contractors and
agents of Pitkln in preperation and dissemination of all pertinent
information regarding the programs of financing and each securities
issue thereunder, if any, including related engineering~ economic
and financial data.
F. To prepare illustrations~ charts and other graphic presen-
tations of use to potential underwriters and investors; prepare an
Official Statement of Information relating to Pitkin and each security
issue~ if any, such Official Statement being, when approved by Pitkin,
Pitki~s declaration of information pertinent to potential investors;
and prepare such other materials as shall customarily be necessary and
convenient in the best judgement of the Advisor.
G. To initiate and conduct an information program designed to
alert and interest underwriters and investors to purchase the secur-
ities, if any, and to present related information to such major
security rating organizations as shall rate the securities.
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H. To meet with Pit, in and representatives of Pitkin at all
reasonable times after such times have been mutually agreed upon.
II
Pitkin hereby agrees as follows:
A. ~o engage qualified engineers to prepare and publish a
financial feasibility study of each of the Joint and several phases
of the project, and to prepare final plans and specifications for
construction and aquisition of each of the joint and several phases
of the project.
B. To retain a nationally recognized firm of bond counsel to
prepare necessary proceedings and related legal documents to author-
ize issuance of the securities, if any, and to issue an approving
legal opinion to accompany each issuance of securities upon delivery
thereof.
C. To pay for advertising any public sale, printing and mailing
of the securities, if any, the Official Statement and resolutions
and other papers prepared for duplication by the attorneys and en-
gineers and to pay all other costs and expenses customarily paid by
an issuer of the securities.
III
Pitkin hereby agrees to pay Advisor compensation as follows:
A. Pitkin shall pay to Advisor for such services the sum of
$70.00 per hour for all time expended by Advisor in the performance
of such serviees.
B. Pitkin further hereby agrees that the Advisor shall be reim-
bursed for any sums incurred by him in the hiring of Willson & Lamm,
P.C., to provide necessary legal research, counsel and advice in fur-
therance of the services to be performed by the Advisor.
C. Pitkin further hereby agrees that the Advisor shall be reim-
bursed for any expenses incurred by him in the performance of the
above services.
IV
A. It is understood and agreed by the parties hereto that the
Advisor is acting in the capacity of an independant consultant and is
not in any way acting in the capacity of an employee of Pitkin, a
lawyer~ engineer, real estate agent or broker, or the practi~e of amy
other profession or business.
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B. It is hereby understood and agreed that during the time
Advisor is under employment by Pitkin pursuant to this agreement,
that Advisor will not perform any of the same or similar services
as called for by this agreement for or on behalf of any other person,
firm or company of any kind whatsoever involving in any way the
County of Pitkin, State of Colorado~ without the written consent of
Pitkin being first had and obtained.
C. It is hereby further understood and agreed by the parties
hereto that this Agreement may be terminated by Pitkin at any time
upon written notice to Advisor. Said notice and termination shall
be effective only upon receipt therof in writing by Advisor. In
the eYent of such termination, Pitkin shall be liable for and promptly
upon being billed by Advisor, shall pay Advisor (1) for all time
· xpended under item III-A, above, and (2) all legal expense for ser-
vices of Willson & Lamm, P.C., incurred by Advisor under item III-B,
above, and (3) all other expenses incurred by Advisor under item
III-C~ above~ which time has been expended or expenses incurred,
whether billed or not, on or prior to the date on which Advisor re-
cieved said notice of termination.
IN WITNESS WHEREOF, the parties have duly executed this agree-
ment in duplicate the year and date first above written.
COUNTY ~ITKIN ~/
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