HomeMy WebLinkAbout2009-04 IGA with VRD regarding the Golf Course Irrigation System Cost Sharing and Funding RESOLUTION N0.4
Series of 2009
A RESOLUTION APPROVING AN INTERGOVERNMENTAL AGREEMENT
BETWEEN THE TOWN OF VAIL AND THE VAIL PARK AND RECREATION
DISTRICT REGARDING THE GOLF COURSE IRRIGATION SYSTEM COST
SHARING AND FUNDING; AND SETTING FORTH DETAILS IN REGARD
THERETO.
WHEREAS, the Town of Vail (the "Town"), in the County of Eagle and
State of Colorado is a home rule municipal corporation duly organized and
existing under the laws of the State of Colorado and the Town Charter (the
"Charter"); and
WHEREAS, the members of the Town Council of the Town (the "Council")
have been duly elected and qualified; and
WHEREAS, Town and Vail Park and Recreation District (the "VRD")
entered into an intergovernmental lease agreement dated July 18, 2008 pursuant
to which the VRD will occupy and operate the Town's Vail Municipal Golf Course
(the "Golf Course") and in which the Town and the VRD set forth their intentions
to make financial contributions toward the maintenance and repair of the Golf
Course improvements; and
WHEREAS, the replacement of the Golf Course's 40 year-old irrigation
system with a new system (the "Project") is expected to deliver improved
irrigation coverage, water efficiency, and reliability; and
WHEREAS, the Town will pay for half the cost of.the Project and loan
funds to the. VRD for payment of the other half of the Project costs; and
WHEREAS, the Town's financing of the VRD's contribution pursuant to
- the IntergovernmeataJ Agreement ("IGA") regarding the cost sharing and funding
for the golf course irrigation system will provide substantial savings to the
taxpayers, including the avoidance of bond underwriting fees and other bond
issuance and administrative costs; and
WHEREAS, the actions under this Resolution comply with all applicable
laws and regulations of the State of Colorado and the Town; and
WHEREAS, the Council considers it in the interest of the public health,
safety .and welfare to enter into this IGA with theVRD.
N4W THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF
THE TOWN OF VAIL, COLORADO THAT:
Resolution No. 4, Series 2009
Section 1. The Council hereby approves the IGA and authorizes the
Town Manager to enter into the IGA with the VRD, in substantially the same form
as attached hereto as Exhibit A and in a form approved by the Town Attorney,
for the cost sharing and funding of the golf course irrigation system.
Section 2. This Resolution shall take effect immediately upon its
passage.
INTRODUCED, PASSED AND ADOPTED at a regular meeting of the
Town Council of the Town of Vail held this 6th day of January, 2009.
Dick Cleveland, Town Mayor
ATTES
i~gr'~lei onaldson, Town Clerk ~~Ol~
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Resolution No. 4, Series 2009
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GOLF COURSE IRRIGATION SYSTEM COST SHARING AND FUNDING
AGREEMENT
THIS GOLF COURSE IRRIGATION SYSTEM COST SHARING AND FUNDING
AGREEMENT ("Agreement") is made and entered into as of the day of
2009, by and between the TOWN OF VAIL, COLORADO, a Colorado municipal corporation,
hereinafter referred to as the "Town," and the VAIL PARK AND RECREATION DISTRICT, a
quasi-municipal corporation and political subdivision of the State of Colorado, hereinafter
referred to as the "District". The Town and the District are sometimes referred to herein
singularly as a "Party" and collectively as the "Parties".
WHEREAS, the Parties recently entered into an intergovernmental lease agreement dated July
18, 2008 ("Lease") pursuant to which the District will occupy and operate the Town's Vail
Municipal Golf Course ("Golf Course") and in which the Parties set forth their intentions to
make financial contributions toward the maintenance and repair of Golf Course improvements;
and
WHEREAS, the District is contracting for the replacement and upgrade of the Golf Course's
40 year-old irrigation system with a new system (the "Project"), which Project is expected to
deliver improved irrigation coverage, water efficiency, and reliability; and
WHEREAS, the Parties wish to supplement the Lease and memorialize their specific
agreement that the Town will pay for half the cost of the Project, not to exceed $1,600,000 and
loan funds to the District for payment of the other half of the Proj ect costs, not to exceed
$1,600,000; and
WHEREAS, the Parties expect that the Town's financing of the District's contribution
pursuant to this Agreement will provide substantial savings to the Parties' mutual taxpayers,
including the avoidance of bond underwriting fees and other bond issuance and administration
costs; and
WHEREAS, the Town and the District are authorized by the Constitution and Statutes of the
State of Colorado, including Section 29-1-203, C.R.S., to enter into intergovernmental
agreements to govern the provision of services to the inhabitants and visitors of the Town; and
NOW THEREFORE, in consideration of the mutual promises contained herein, the adequacy
of which is hereby admitted, the Parties hereto agree as follows:
1. The District will be the contracting party and "Owner" for contracting purposes of
the Project. The District will have sole responsibility for managing the Project.
2. The Town hereby approves the Project subject to the conditions contained herein
and provided the initial contract price shall not exceed $3,200,000.
The Project contract award, all payment approvals in excess of $10,000, and all
change orders shall be approved by the Town's designated representative.
3. The Town will pay 1/2 the costs of the Project up to $1,600,000. The District
shall invoice the Town for its share of each contractor invoice on a monthly basis.
4. The Town shall lend the District 1/2 the costs of the Project up to $1,600,000 in
one lump sum at a date requested by the District, but no sooner than such time as the Project
contract is awarded to the contractor.
5. Interest will be set at a fixed rate equal to the 5 year treasury rate on the date the
loan is funded by the Town.
6. Although not anticipated, any loan amounts in excess of the maximum amount set
forth herein must be requested by the District and approved by the Town. However, the District
is not prohibited from using its own funds for Project costs in excess of the amounts loaned to it
pursuant to this Agreement.
7. For accounting purposes, the District shall provide the Town with a Promissory
Note ("Note") evidencing the debt created hereunder in the form of Exhibit A attached hereto
and incorporated herein by reference. Specific terms of the loan authorized by this Agreement
are set forth in the Note. Such Note shall be subject to annual appropriation and shall be non-
negotiable.
8. There are no prepayment penalties if the District pays off all or a portion of the
Note earlier than required.
9. Any excess of loan funds over the District's portion of the costs of the Project
shall be promptly repaid to the Town upon completion of the Project. Any loan amounts repaid
to the Town shall constitute a prepayment of the amounts due and owing under the note.
10. The obligations of the Town and the obligations of the District hereunder and
under the Note are subject to the annual appropriation of funds necessary for the performance of
such obligations by the Town's Town Council and the District's Board of Directors,
respectively, which appropriations shall be made in the sole discretion of such bodies.
11. No amendment, modification, or waiver of any covenant, condition, or provision
hereunder shall be valid unless in writing and duly executed by the Party to be charged
therewith.
12. This Agreement embodies the whole agreement between the Parties hereto with
regard to financing the Project, and any inducements, promises, terms, representations,
conditions, or obligations made or entered into either by the Town or the District not contained
herein are void and of no force or effect.
13. All promises and covenants herein are severable, and in the event that any of them
shall be held invalid by a court of competent jurisdiction, this Agreement shall be interpreted as
if such invalid provision or covenant were not contained herein.
14. The District and the Town have represented to each other that each possesses the
legal ability to enter into this Agreement. In the event that a court of competent jurisdiction
determines that either of the Parties did not possess the legal ability to enter into this Agreement,
this Agreement shall be voidable by the other Party.
15. This Agreement shall not be deemed to confer or grant to any third Party any right
to claim damages or bring any legal action or claim against either the District or the Town
because of any breach hereof or any covenant, condition, or provision contained herein.
16. This Agreement maybe executed in two or more counterparts, each of which
shall be an original, but all of which together shall constitute one and the same instrument.
17. The Parties agree to reasonably cooperate to execute any additional documents
and to take any additional action as may be reasonably necessary to carry out the purposes of this
Agreement.
IN WITNESS WHEREOF, the Town and the District have executed this Intergovernmental
Agreement as of the date first set forth above.
TOWN OF VAIL, a Colorado municipal
corporation
By:
VAIL PARK AND RECREATION DISTRICT, a
quasi-municipal corporation and political
subdivision of the State of Colorado
By:
STATE OF COLORADO )
ss.
COUNTY OF )
The foregoing instrument was subscribed and sworn to before me this day of
20 , by as of the Town of Vail, a
Colorado municipal corporation.
Witness my hand and official seal.
My commission expires:
Notary Public
STATE OF COLORADO )
ss.
COUNTY OF )
The foregoing instrument was subscribed and sworn to before me this day of
20 , by as of Vail Park and
Recreation District, aquasi-municipal corporation and political subdivision of the State of
Colorado.
Witness my hand and official seal.
My commission expires:
Notary Public
EXHIBIT A
Promissory Note
(Subject to Annual Appropriation -Non Negotiable)
U. S. $ Vail, Colorado
Date:
20
1. FOR VALUE RECEIVED, the undersigned (Borrower) promise(s) to pay
the Town of Vail, a Colorado municipal corporation (Note Holder), the principal sum of
Dollars (U.S. $ with interest on the
unpaid principal balance from the date hereof until paid, at the rate of
percent per annum, simple interest (no compounding), based on the number of days
elapsed. Principal and interest shall be due and payable at 75 South Frontage Road, Vail,
CO 81657, or such other place as Note Holder may designate on the first day of
December 2009 through and including 2013 (each date being a "Payment Date"). The
amount of the principal payment due on each Payment Date will be equal to the then
present note balance divided by the remaining number of payments (which remaining
number of payments shall include the then due payment).
2. Borrower is a political subdivision of the State of Colorado and the
obligations of the Borrower hereunder are subject to the annual appropriation of
funds necessary for the performance of such obligations by the Borrower's Board of
Directors, which appropriations shall be made in the sole discretion of such entity.
3. With the exception of the mandatory partial redemption at the completion
of the Project, payments received for application to this Note shall be applied first to the
payment of interest, and the balance applied in reduction of the principal amount hereof.
4. Borrower may prepay the principal amount outstanding under this Note, in
whole or in part, at any time without penalty.
5. The terms of this Note are supplemented by the terms of the Golf Course
Irrigation System Cost Sharing and Funding Agreement between the Borrower and the
Town of Vail.
(CAUTION: SIGN ORIGINAL NOTE ONLY/RETAIN COPY)
ATTEST: VAIL PARK AND RECREATION
DISTRICT
Name of Organization
~ ~
By
~ Secretary Chair
(SEAL) ~
Resolution No. 4, Series 2009