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HomeMy WebLinkAbout2014-36 Frontage Road Improvement 3 Year Lease w. CDOTRESOLUTION NO. 36 Series of 2014 A RESOLUTION APPROVING A THREE YEAR LEASE AGREEMENT BETWEEN THE TOWN OF VAIL, AND THE COLORADO DEPARTMENT OF TRANSPORTATION REGARDING PARKING ALONG THE NON -TRAVEL LANES OF THE INTERSTATE 70 FRONTAGE ROADS LOCATED WITHIN THE LIMITS OF THE TOWN; 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'), WHEREAS, the members of the Town Council of the Town (the "Council") have been duly elected and qualified, WHEREAS, the Town and the Colorado Department of Transportation ("CDOT') entered into lease Agreements which included a permit parking program utilizing the Vail Frontage Roads for the 2012-2013 and for the 2013-2014 ski seasons; WHEREAS, the Town has made guardrail improvements to several sections of the North and South Frontage Roads as depicted in the attached Exhibit A; and WHEREAS, The Town and CDOT wish to enter into a three (3) year lease, at a reduced rate, for those improved sections of the North and South Frontage Roads (the "Lease'). NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO THAT: Section 1. The Council hereby approves the Lease and authorizes the Town Manager to enter into the Lease with CDOT, in substantially the same form as attached hereto as Exhibit A and in a form approved by the Town Attorney. 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 3" day of De $014. Air&rew P. Daly, Town Mayor SEAL Resolonoo No. 36, Serias 2014 EXHIBIT A Resolution No. 36, Series 2014 PROPERTY MGMT.NO. PROJECT NO'. 170-2(7)183 LOCATION 1-70 frontage roads within the limits of the Town of Vail. LEASE AGREEMENT (Vacant Land) THIS LEASE AGREEMENT made and entered into this day of 20_, by and between the State of Colorado acting by and through the Colorado Department of Transportation, CDOT, hereinafter referred to as "Lessor', and THE TOWN OF VAIL COLORADO, hereinafter referred to as 'Lessee". u71141%14:110 NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties hereto agree as follows. 1. PREMISES. Lessor hereby leases and demises unto Lessee the Premises, hereinafter referred to as "Premises" located along the non -travel lanes of the Interstate 70 (1-70) frontage r0ads located within the limits of the Town of Vail in Eagle County, Colorado. The leased Premises are depicted on the maps attached hereto, made a part hereof and marked "Exhibit A consisting of four (4) map sheets. 2. TERM. Subject to the cancellation and termination provisions provided herein, this Lease shall have three (3) concurrent terms comprised of the 2014-2015 ski season, the 2015-2016 ski season and the 2016-2017 ski season. The first term shall commence on December 1, 2014 and expire on May 1. 2015. The second term shall commence on December 1, 2015 and expire on May 1, 2016. The third term shall commence on December 1, 2016 and expire on May 1, 2017. 3. RENT. Subject to the provisions of Section 23(b), Lessee shall pay to Lessor the sum of $250,00 for the entirety of all three (3) concurrent terms. Payment shall be made payable to the Colorado Debarment of Transportation at. Colo. Dept. of Transportation C/o Accounting Receipts 8 Deposits 4201 East Arkansas Ave., Rm. 212 Denver, CO 80222 or at such place as Lessor from time to time designates by notice as provided herein. In the event Lessor has not received the rental installment hereunder within thirty (30) days of execution of this Agreement, a late charge of five percent (5%) of the total installment will be assessed t0 Lessee. In the event the entire rental fee plus any late fees are not paid to Lessor by Lessee within sixty (60) days of execution of this agreement, Lessee shall be in default of this Lease Agreement, this Lease shall automatically terminate, Lessee shall vacate the Premises and Lessor shall be entitled to retain all prior sums paid to Lessor by Lessee. 4, USE. It is understood and agreed that the Lessee intends to use the Premises to provide free parking for use by the general public during the ski seasons described in Section 2 above. Any other use of the Premises shall constitute a material breach of this Lease and may, at Lessor's option, cause this Lease to immediately terminate. Rev 3/06 Page 1 of 7 5. TAXES, UTILITIES, MAINTENANCE AND OTHER EXPENSES. It is understood and agreed that this Lease shall be an absolute Net Lease with respect to Lessor, and that all taxes, assessments, insurance, utilities and other operating costs and the cost of all maintenance, repairs, and improvements, and all other direct costs, charges and expenses of any kind whatsoever respecting the Premises shall be borne by Lessee and not by the Lessor so that the rental return to Lessor shall not be reduced, offset or diminished directly or indirectly by any cost or charge. Lessee shall maintain the Premises in good repair and in tenable condition free of trash and debris during the term of this Lease. Lessor shall have the right to enter the Premises at any time for the purpose of making necessary inspections. 6. HOLD HARMLESS. The Lessee shall save, indemnify and hold harmless the Lessor and the Federal Highway Administration (FHWA) for any and all liabilities, costs, damage or loss to persons or property, including death, resulting from this Lease Agreement. 7. OWNERSHIP. The State of Colorado is the owner of the Premises. Lessor warrants and represents itself to be the authorized agent of the State of Colorado for the purposes of granting this Lease. 6. LEASE ASSIGNMENT. Lessee shall not assign this Lease and shall not sublet the demised Premises without specific written permission of the Lessor and will not permit the use of said Premises to anyone, other than Lessee, its agents or employees, without the prior written consent of Lessor, except as is hereby authorized pursuant to Sections 23(b) and 23(c) below. 9. APPLICABLE LAW. The laws of the State of Colorado and rules and regulations issued pursuant thereto shall be applied in the interpretation, execution and enforcement of this Lease. Any provision of this Lease, whether or not incorporated herein by reference, which provides for arbitration by any extra- judicial body or person or which is otherwise in conflict with said laws, rules and regulations shall be considered null and void. Nothing contained in any provision incorporated herein by reference which purports to negate this or any other special provision in whole or in part shall be valid or enforceable or available in any action at law whether by way of compliant, defense or otherwise. Any provision rendered null and void by the operation of this provision will not invalidate the remainder of this Lease to the extent that this agreement is capable of execution. 10. CANCELLATION. Both parties understand that at any time before the scheduled expiration of the term of this Lease, Lessor has the right to cancel the lease without liability by giving Lessee 30 da notice of its intention to cancel the Lease. 'fhe notice shall be hand delivered, posted on the Premises, or sent to the Lessee, at the address of the Lessee contained herein by Certified Mail, return receipt requested. This Lease may also be canceled by the Lessee by giving the Lessor 30 -days written notice of its intent to do so. 11 COMPLETE AGREEMENT. This Lease, including all exhibits, supersedes any and all prior written or oral agreements and there are no covenants, conditions or agreements between the parties except as set forth herein. No prior or contemporaneous addition, deletion, or other amendment hereto shall have any force or affect whatsoever unless embodied herein in writing. No subsequent novation, renewal, addition, deletion or other amendment hereto shall have any farce or effect unless embodied in a written contract executed and approved pursuant to the State Fiscal Rules. 12, CAPTIONS. CONSTRUCTION, AND LEASE EFFECT. The captions and headings used in this Lease are for identification only, and shall be disregarded in any construction of the lease provisions. All of the terms of this Lease shall inure to the benefit of and be binding upon the respective heirs, successors, and assigns of both the Lessor and the Lessee. If any provision of this Lease shall be determined to be invalid, illegal, or without force by a court of law or rendered so by legislative act then the remaining provisions of this Lease shall remain in full force and effect. Rev.3106 Page 2 of 7 13. NO BENEFICIAL INTEREST. The signatories aver that to their knowledge, no state employee has any personal or beneficial interest whatsoever in the service or property described herein. 14. NO VIOLATION OF LAW. The Lessee shall not commit, nor permit the commission of, any act or thing, which shall be a violation of any ordinance of the municipality, City, County, or of any law of the State of Colorado or the United States. The Lessee shall not use the Premises for any manner, which shall constitute a nuisance or public annoyance. The signatories hereto aver that they are familiar with 18-8-301. at seq., (Bribery and Corrupt Influences) and 18-8-001, at seq., (Abuse of Public Office), C.R.S., as amended. and that no violation of such provisions is present. The signatories aver that to their knowledge, no state employee has any personal or beneficial interest whatsoever in the service or property described herein. 15. NOTICE. Any notice required or permitted by this Lease may be delivered in person or sent by registered or certified ma,I, return receipt requested, to the party at the address as hereinafter provided, and if sent by mail it shall be effective when posted in the U.S. Mail Depository with sufficient postage attached thereto. LESSOR; LESSEE: Colo. Dept. of Transportation Town of Vail Ann Property Management Manager Ann Town Manager 15285 S. Golden Rd., Bldg. 47 75 South Frontage Road Golden, Colorado 80401 Vail, Colorado 81657 Notice of change of address shall be treated as any other notice. The Lessee warrants that the address listed above is the Lessee's current mailing address and that the Lessee will notify the Lessor in writing of any changes in that address within ten (10) days of such change. 16. HOLDING OVER. Lessee shall not occupy or use the Premises, nor allow any other party to occupy or use the Premises, after the expiration or sooner termination of this Lease. Lessee shall not become a Holdover Lessee or month-to-month tenant upon expiration or earlier termination of this Lease. 17. CHIEF ENGINEER'S APPROVAL. This Lease shall not be deemed valid until it has been approved by the Chief Engineer of the Colorado Department of Transportation and by the Lessee. 18. HAZARDOUS MATERIALS. The Lessee agrees to defend, indemnify and hold harmless the Lessor and any employees, agents, contractors, and officials of the Lessor against any and all damages. claims, liability, loss, fines or expenses, including attorney's fees and litigation costs, related to the presence, disposal, release or clean-up of any contaminants, hazardous materials or pollutants on, over, under, from or affecting the property subject to this Lease, which contaminants or hazardous materials the Lessee or its employees, agents, contractors, officials or sub -lessees have caused to be located, disposed, or released on the Premises. Lessee shall also be responsible for all damages, claims and liability to the soil, water, vegetation, buildings or personal property located thereon as well as any personal injury or property damage related to such contaminants or hazardous materials. 19. NO NEW PERMANENT STRUCTURES OR IMPROVEMENTS. No new permanent structures or improvements of any kind shall be erected or moved upon the Premises by Lessee without the express written prior permission of Lessor. Any such structure or improvement erected or moved upon the Premises without the express written consent of Lessor may be immediately removed by Lessor at the expense of Lessee. Further, any structures, improvements or items of any kind remaining on the Premises at the termination of the Lease will be considered abandoned by Lessee and may be immediately removed by Lessor at Lessee's expense. Rev T06 Page 3 of 7 20. BINDING AGREEMENT. This Lease shall be binding upon and inure to the benefit of the partners, heirs, executors, administrators, and successors of the respective parties hereto. 21. DEFAULT. If (1) Lessee shall fail to pay any rent or other sum payable hereunder for a period of 10 days after the same is due: (2) Lessee shall fail to observe, keep or perform any of the other terms, agreements or conditions contained herein or in regulations to be observed or performed by Lessee and such default continues for a period of 30 days after notice by Lessor, (3) This Lease or any interest of Lessee hereunder shall be levied upon by any attachment or execution, then any such event shall constitute an event of default by Lessee. Upon the occurrence of any event of default by Lessee hereunder, Lessor may, at its option and without any further notice or demand, in addition to any other rights and remedies given hereunder or by law, do any of the following' (a) Lessor shall have the right, so long as such default continues, to give notice of termination to Lessee. On the date specified in such notice (which shall not be less than 3 days after the giving of such notice)this Lease shall terminate. (b) In the event of any such termination of this Lease, Lessor may then or at any time thereafter. re-enter the Premises and remove therefrom all persons and property and again repossess and enjoy the Premises, without prejudice to any other remedies that Lessor may have by reason of Lessee's default or of such termination. (c) The amount of damages which Lessor may recover in event of such termination shalt include, without limitation, (1) the amount at the time of award of unpaid rental earned and other sums owed by Lessee to Lessor hereunder, as of the time of termination, together with interest thereon as provided in this Lease, (2) all legal expenses and other related costs incurred by Lessor following Lessee's default including reasonable attorneys' fees incurred in collecting any amount owed hereunder (3) any damages to the Premises beyond its present condition. (d) Upon Lessee's failure to remove its personal property from the Premises after the expiration of the term of this Lease, Lessor may in its sole discretion, without notice to or demand upon Lessee, remove, sell or dispose of any and all personal property located on the Premises Lessee waives all claims for damages that may be caused by Lessors removal of property as herein provided. 22. INSURANCE. (Revised 2006 per State Controller Requirements) (a) The Lessee shall obtain and maintain, at all times during the duration of this Lease, insurance in the kinds and amounts detailed below. The Lessee shall require any Contractor working for Lessee on the Premises to obtain like coverage. The following insurance requirements must be in effect during the entire term of the Lease. Lessee shall, at its sole cost and expense, obtain insurance on its inventory, equipment and all other personal property located on the Premises agatnst loss resulting from fire, theft or other casualty. (b) Workers' Compensation Insurance as required by Stale statute, and Employer's Liability Insurance covering all employees acting within the course and scope of their employment and work on the activities authorized by this Lease in Paragraph 4. (c) Commercial General Liability Insurance written on ISO occurrence form CG 00 01 10/93 or equivalent, covering Premises operations, fire damage, independent Consultants. blanket contractual liability, personal injury, and advertising liability with minimum limits as follows: $1,000,000 each occurrence', Rev 3106 Page 4 of 7 $2,000,000 general aggregate, $50,000 anyone fire, If any aggregate limit is reduced below, $1.000.000 because of claims made or paid the Lessee, or as applicable, its Contractor, shall immediately obtain additional insurance to restore the full aggregate limit and furnish to COOT a certificate or other document satisfactory to COOT showing compliance with this provision. (d) If any operations are anticipated that might in any way result in the creation of a pollution exposure, Lessee shall also provide Pollution Legal Liability Insurance with minimum limits of liability of $1,000,000 Each Claim and $1,000,000 Annual Aggregate. COOT shall be named as an Additional Insured to the Pollution Legal Liability policy. The Policy shall be written on a Claims Made form, with an extended reporting period of at least two year following finalization of the Lease. (e) Umbrella or Excess Liability Insurance with minimum limits of $1,000,000. This policy shall become primary (drop down) in the event the primary Liability Policy limits are impaired or exhausted. The Policy shall be written on an Occurrence form and shall be following form of the primary. The following form Excess Liability shall include COOT as an Additional Insured. (f) COOT shall be named as Additional Insured on the Commercial General Liability Insurance policy. Coverage required by the Lease will be primary over any insurance or sett -insurance program carried by the State of Colorado. (g) The Insurance shall include provisions preventing cancellation or non -renewal without at least 30 days prior notice to CDOT by certified mail to the address contained in this document (h) The insurance policies related to the Lease shall include clauses stating that each carrier will waive all rights of recovery, under subrogation or otherwise, against COOT, its agencies, institutions, organizations, officers, agents, employees and volunteers. (i) All policies evidencing the insurance coverage required hereunder shall be issued by insurance companies satisfactory to COOT. 6) In order for this lease to be executed the Lessee, or as applicable, its Contractor, shall provide certificates showing insurance coverage required by this Lease to COOT prior to the execution of this lease. No later than 30 days prior to the expiration date of any such coverage, the Lessee or Contractor shall deliver to the Notice Address of COOT certificates of insurance evidencing renewals thereof. At any time during the term of this Lease, CDOT may request in writing, and the Lessee or Contractor shall thereupon within 10 days supply to COOT, evidence satisfactory to COOT of compliance with the provisions of this section. Insurance coverage must be in effect or this lease is in default. (k) Notwithstanding subsection (a.) of this section, if the Lessee is a'public entity' within the meaning of the Colorado Governmental Immunity Act CRS 24-10-101, eta., as amended ("Act'), the Lessee shall at all times during the term of this Lease maintain only such liability insurance, by commercial policy or self-insurance, as is necessary to meet its liabilities under the Act. Upon request by COOT, the Lessee shall show proof of such insurance satisfactory to CDOT. Public entity Lessees are not required to name COOT as an Additional Insured. (I) If the Lessee engages a Contractor to act independently from the Lessee on the Premises, that Contractor shall be required to provide an endorsement naming COOT as an Additional Insured on their Commercial General Liability. and Umbrella or Excess Liability policies. Rev.3/O6 Page 5 of 7 23. ADDITIONAL PROVISIONS. (a) No parking shall be allowed in any area within the 1-70 clear zone. Additionally, no parking shall be allowed in any area that lacks sufficient shoulder width to allow a parked vehicle to be located completely out of any adjacent travel lane and which does not provide adequate protections to pedestrians from moving vehicles. Lessee shall, at no cost or expense to Lessor, cause any vehicle parked within any clear zone or any vehicle parked in any area that lacks sufficient shoulder width as aforesaid to be immediately towed. (b) Parking by the general public upon the Lease Premises shall be free of charge', Lessee shall not charge any fee to any person who is utilizing the Lease Premises for parking purposes pursuant to the intention of this Lease Agreement. (c) Lessee shall not use the Premises nor allow any other party to use the Premises for any purpose not specifically authorized by this Lease nor for any purpose prohibited by the State of Colorado and/or the FHWA. (d) Lessee shall provide and maintain conspicuous delineation, including directional control by Lessee's employees and agents, of the parking areas allowed pursuant to this Lease Agreement. Lessee shall further provide conspicuous delineation and enforcement at locations where parking is strictly prohibited. (e) Lessee shall ensure that parking upon the Premises shall not interfere with any portion of the adjoining 1-70 and with the 1-70 frontage road travel lanes. Lessee shall further ensure that parking upon the Premises shall not interfere with the installation, operation, maintenance and repair of any utilities or drainage facilities located on, above, over, under, through, across or adjacent to the Premises. (f) Lessor has entered this Agreement and has agreed to Lease the Premises to Lessee based upon representations made by Lessee that Lessee's intended use of the Premises is in the overall public interest for social, environmental, and economic purposes. (g) This Lease shall not be deemed valid unless it has been approved by the FHWA. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK Rev 3J06 Page 6 of 7 IN WITNESS WHEREOF, the parties hereto have executed this lease agreement on the day and year first above written. LESSEE By (Name) Federal Tax Identification Number STATE OF as COUNTY OF The foregoing instrument was subscribed and sworn to before me this _ day of , 20, by as of the Town of Vail. Witness my hand and official seal. My commission expires ATTEST'. David Fox Chief Clerk — Property Management Address' Notary Public LESSOR'. COLORADO DEPARTMENT OF TRANSPORTATION JOSHUA LAIPPLY, P.E. Chief Engineer Rev 3106 Page 7 of 7 Op s N ol Op s N y 1_; 'k r,