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Home My WebLink About20120039.tiff ICENOGLE SEAVER POGUE A Professional Corporation WELD COUNTY Attorneys at Law 4725 South Monaco Street,Denver,Colorado 80237 te 225 COMMISSIONERS 80237 T. EDWARD ICENOGLE EIcenogle@DISP-Law.com Telephone: 303.292.9100 g L 2011 DEC 2l P O 20 Facsimile: 303.292.9101 Direct: 303.867.3002 RECEIVEllit Dcember 2, 2011 VIA U.S.MAIL Board of Directors Rocky Mountain Rail Authority (See Attached Distribution List) Re: Rocky Mountain Rail Authority Dissolution Dear Member of the Rocky Mountain Rail Authority: This letter is addressed to you as an official of the referenced political subdivision, which is of record as a member of the Rocky Mountain Rail Authority. We have served that Authority as its general counsel. As the enclosed resolution reflects, the Board of Directors of the Authority has concluded that the Authority has reached the end of its mission, the preparation of a feasibility study of high-speed rail in Colorado, and that the Authority has no more responsibilities to fulfill. The Authority has sufficient funds to pay its final expenses and its executive committee intends to return any remaining minor funds to the Colorado Department of Transportation, which funded the study. Absent objection from your jurisdiction, the residual executive committee will assume your consent and have us notify appropriate parties of the end of the Authority. In the alternative, if two or more member jurisdictions wish to assume responsibility for the Authority and the cost of its management,please advise. Our firm has appreciated the opportunity to serve the Authority and its members in connection with the Rocky Mountain Rail Authority's efforts. Sincerely, ICENOGLE I SEAVER I POGUE A Professional Corporation T. Edward Icenogle cc: Tamara K. Seaver Diane E. Mitsch Bush Enclosure CEOrnY1lluli ("an+IC i5 M:\RMRA\Ltrs ^� DAH1409 1 11`1 - ,g 2012-0039 0996.1901 DISTRIBUTION LIST Gail Drumm Harry Dale Town of Monument Clear Creek County 166 Second Street 405 Argentine Street P.O. Box 325 P.O. Box 2000 Monument, CO 80132 Georgetown, CO 80444 John Hoffman Richard Morton Roaring Fork Transportation Authority Town of Castle Rock 2307 Wulfsohn Road 4175 N. Castleton Court Glenwood Springs, CO 81601 Castle Rock, CO 80109 Randy Eubanks Douglas Rademacher Larimer County Weld County Larimer County Commissioners'Office Weld County BOCC P.O. Box 1190 915 Tenth Street Fort Collins, CO 80522 P.O. Box 758 Greeley CO 80632 Tresi Houpt Garfield County Forrest Whitman 108 8th Street, Suite 219 Gilpin County Glenwood Springs, CO 81601 Gilpin County Courthouse, 2"d Floor P.O. Box 366 Jack A. Hilbert Central City, CO 80427 Douglas County BOCC Commissioner's Office Bill Moore Douglas County Government City of Pueblo 100 Third Street PACOG—Pueblo MPO/TPR—City of Pueblo Castle Rock, CO 80104 223 N. Santa Fe Ave. Pueblo, CO 81003 Bob French Summit County Rod Bockenfeld Summit County Arapahoe County P.O. Box 1538 Arapahoe County Government Breckenridge, CO 80424 Administration Building 5334 South Prince Street Will Toor Littleton, CO 80166-0001 Boulder County 1750 33`d Street, Suite 100 Anthony Nunez Boulder, CO 80301-2534 Pueblo County Pueblo County BOCC J. Kevin McCasky 215 W. 10th Street Jefferson County Pueblo, CO 81003 100 Jefferson County Parkway Golden, CO 80419 Kathleen Kennedy Town of Frisco 1 East Main Street P.O. Box 4100 Frisco, CO 80443 Diane Mitsch Bush Helen Kahn Klanderud Routt County City of Aspen Routt County BOCC 130 S. Galena Street, 2o°Floor P.O. Box 773598 Aspen, CO 81611 Steamboat Springs, CO 80477 Karen Tussey Rebecca Davidson Town of Yampa Town of Timnath P.O. Box 224 4800 Goodman Street 56 Lincoln Street Timnath CO, 80547 Yampa, CO 80483 Peter Runyon Jerry Heimlicher Eagle County City of Colorado Springs Eagle County Building 1015 Transit Drive 500 Broadway P.O. Box 1575,Mail Code 1449 P.O. Box 850 Colorado Springs, CO 80901-1575 Eagle, CO 81631-0850 James L. Newberry Peter Morlan Grand County City of Trinidad P.O. Box 264 135 N. Animas Street Hot Sulphur Springs, CO 80451-0264 P.O. Box 880 Trinidad, CO 81082 Gene Putman City of Thornton Robert Bowland Town Hall City of Idaho Springs 9500 Civic Center Drive P.O. Box 907 Thornton, CO 80229-4326 Idaho Springs, CO 80452-0907 Bill Christopher Robert L. Valdez Regional Transportation District Las Animas County 1600 Blake Street Board of County Commissioners Denver, CO 80202-1399 200 E. First St., Room 110 Trinidad, CO 81082 Bonnie Beckstein City of Grand Junction Wayne Williams 250 N. 5th Street Pikes Peak Rural Transportation Authority Grand Junction, CO 81501 15 South 7th Street Colorado Springs, CO 80905 Ray Tomasso City of Englewood Dorothea Farris Department of Public Works Pitkin County 1000 Englewood Parkway 530 E. Main Street, 3`d Floor Englewood, CO 80110 Aspen, CO 81611-1948 Art Bobian Bud Elliot Huerfano County City of Leadville 401 Main Street City Hall Walsenburg, CO 81089-2045 800 Harrison Avenue Leadville, CO 80461 Bob Briggs Lee Behrens City of Westminster Town of Georgetown 4800 West 92"(1 Avenue Town Hall Westminster, CO 80031 404 6th Street P.O. Box 426 Terry Carwile Georgetown, CO 80444 Town of Craig 300 W. 4th Street Robert Broom Craig, CO 81625 City of Aurora 15151 E. Alameda Parkway, 5"Floor Can Hermacinski Aurora, CO 80012 City of Steamboat Springs P.O. Box 775088 Tom Rogalski Steamboat Springs, CO 80477-5088 Town of Hayden P.O. Box 190 Wilma Rose 178 West Jefferson Avenue City of Brighton Hayden, CO 81639-0190 City Hall -Room 306 22 South 4th Avenue Stan Zemler Brighton, CO 80601 Town of Vail 75 South Frontage Road Keith Baker Vail, CO 81657 Chaffee County 104 Crestone Avenue Dave Sturges P.O. Box 699 City of Glenwood Springs Salida, CO 81201 101 West 8t1 Street Glenwood Springs, CO 81601 Rick Garcia City and County of Denver Harold Anderson Denver City& County Building City of Lone Tree 1437 Bannock Street,Room 451 9220 Kimmer Dr., Suite 100 Denver, CO 80202 Lone Tree, CO 80124 Ed Peterson Gary Beedy City of Lakewood Lincoln County Lakewood Civic Center South P.O. Box 39 480 South Allison Parkway Hugo, CO 80821 Lakewood, CO 80226-3127 Joe Behm Larry Brooks City of Golden Town of Avon Golden City Hall P.O. Box 975 911 Tenth Street One Lake Street Golden, CO 80401 Avon, CO 81620 John Hoffman Town of Carbondale 511 Colorado Avenue Carbondale, CO 81623 RESOLUTION OF THE BOARD OF DIRECTORS OF THE ROCKY MOUNTAIN RAIL AUTHORITY REGARDING THE TERMINATION OF THE ESTABLISHING CONTRACT AND DISSOLUTION OF THE ROCKY MOUNTAIN RAIL AUTHORITY The Executive Committee of the Board of Directors of the Rocky Mountain Rail Authority, State of Colorado, held a public meeting at the Jefferson County Administration and Courts Facility, 100 Jefferson County Parkway, Golden, CO 80419 on Friday, July 8, 2011 at 1:00 P.M., at which a quorum of the Executive Committee was present, and adopted the following resolution by majority vote: WHEREAS, the Rocky Mountain Rail Authority (the "Authority") was created by Establishing Contract effective November 20, 2006, as amended (the "Establishing Contract") pursuant to Section 18(2) of Article XIV of the Constitution of the State of Colorado and Section 29-1-203, C.R.S.; and WHEREAS, as evidenced by the recitals to the Establishing Contract it was initially contemplated by the original members of the Authority that the Authority may develop and bring into being a high-speed rail in the State of Colorado; and WHEREAS, with this original intent in mind, Section 1.10 of the Establishing Contract provides that the Authority shall have perpetual existence; and WHEREAS, the current Members (as that term is defined in the Establishing Contract) of the Authority and parties to the Establishing Contract are: the City and County of Denver, the Counties of Arapahoe, Boulder, Clear Creek, Douglas, Eagle, Garfield, Gilpin, Grand, Huerfano, Jefferson, Larimer, Las Animas, Pitkin, Pueblo, Routt, Summit, Weld, Chaffee, Lincoln, the Cities/Towns of Aspen, Aurora, Avon, Brighton, Carbondale, Castle Rock, Colorado Springs, Craig, Englewood, Frisco, Georgetown, Glenwood Springs, Golden, Grand Junction, I-Iayden, Idaho Springs, Lakewood, Leadville, Lone Tree, Monument, Oak Creek, Pueblo, Steamboat Springs, Timnath, Thornton, Trinidad, Vail, Westminster, Yampa, the Regional Transportation District, the Pikes Peak Rural Transportation Authority and the Roaring Fork Transportation Authority; and WHEREAS, over time the Members of the Authority narrowed the purpose of the Authority such that the Authority would comprehensively investigate the feasibility of bringing high-speed rail to Colorado but would not be involved in the establishment of a high-speed rail system; and WHEREAS, as a result of the foregoing narrowing of the Authority's purpose, the Authority's purpose was completed in the year 2010 and will no longer require perpetual existence; and 4 WHEREAS, Section 1.06 of the Establishing Contract provides that all powers and functions of the Authority shall be vested in a Board of Directors consisting of one director designated by each Member of the Authority (the "Board"); and WHEREAS, Section 9.2 of the Establishing Contract provides that the Board shall have an "Executive Committee" that shall be empowered to exercise all powers given the Board under the Establishing Contract, subject only to prior decisions and instructions of the Board; and WHEREAS, by resolution passed on May 23, 2008 the Board authorized the Executive Committee to proceed with and perform all tasks and administrative functions necessary to carry out any and all Board approved delegations including but not limited to the authority to negotiate contracts, options, purchase agreements, deeds, easements or similar documents on the Authority's behalf, subject to the Board's approval; and WHEREAS, the Authority has no bonds, notes or other obligations outstanding, except for where provision for full payment of such obligations has been made; and WHEREAS, the Board has been unable to achieve a quorum since March 26, 2010 and it is not believed that a quorum can be reached in the future; and WHEREAS, the Executive Committee wishes to provide for the winding up of the Authority effective in 2011; and WHEREAS, the Executive Committee wishes to delegate the authority necessary such that the dissolution of the Authority and termination of the Establishing Contract may efficiently and effectively be facilitated. NOW, THEREFORE, the Executive Committee of the Board of Directors of the Rocky Mountain Rail Authority hereby resolves as follows: 1. TERMINATION AND DISSOLUTION. Upon consent of a majority of the Members, the Establishing Contract shall be terminated and the Authority dissolved as of December 31, 2011, provided however that if any Member objects to the termination of the Establishing Contract and dissolution of the Authority in writing, received by the Authority on or before November 30, 2011, the Authority shall not dissolve and the Establishing Contract shall not be terminated until a sufficient number of its Members have withdrawn. 2. PAYMENT OF MEMBER OBLIGATIONS. A majority of the Executive Committee resolves that the Authority has sufficient assets to meet all obligations of the Authority and that there is no need for Members to make additional contributions prior to dissolution. 3. EFFECT OF TERMINATION. If applicable, upon the effective date of the termination, all right, title and interest in assets of the Authority, if any, shall escheat to the State of Colorado. 3, 4. DELEGATION OF DUTIES. The Executive Committee authorizes the Chairperson, the Authority's accountant/fiscal agent, the Authority's legal counsel and any other agents or designees of the Chairperson to proceed with and perform all tasks and administrative functions necessary to carry out dissolution of the Authority and termination of the Establishing Contract. [The Remainder of this Page Left Intentionally Blank.] ADOPTED AND APPROVED THIS 8th DAY OF JULY, 2011. ROCKY MOUNTAIN RAIL AUTHORITY: By: Diane E. sch Bush 7/` Its: MemberExecutive Committee M:U2MRA\Reso\2009 JL11232 0996.1901 Hello