HomeMy WebLinkAbout2014-37 Approving a Lease Agreement w. CDOT for Parking on South Frontage RoadRESOLUTION NO. 37
Series of 2014
A RESOLUTION APPROVING A FIVE YEAR LEASE AGREEMENT
BETWEEN THE TOWN OF VAIL, AND THE COLORADO DEPARTMENT OF
TRANSPORTATION ("CDOT") REGARDING PARKING ALONG THE NON -
TRAVEL LANES OF THE INTERSTATE 70 SOUTH FRONTAGE ROAD
ADJACENT TO GERALD R. FORD PARK LOCATED WITHIN TOWN
LIMITS; AND SETTING FORTH DETAILS IN REGARD THERETO
WHEREAS, the Town of Vail (the ""Fown" ), 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 Fown Charter (the "Charter");
WHEREAS, the members of the Town Council of the Town (the `Council") have
been duly elected and qualified; and
WHEREAS, the 'fown and CDOT wish to enter into a five (5) year lease for
parking for a section of the South Frontage adjacent to Gerald R. Ford Park and more
particularly depicted on the attached Exhibit A (the "Lease").
NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE
[OWN OF V AIL, COLORADO THAT:
Section I. 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 lake effect immediately upon its passage.
INTRODUCED, PASSED AND ADOPTED at a regular meeting of the Town
Council ofthe "town of Vail held this Y" day of Decent er, 2014.
Andrew P. Daly,
Town Mayor
Resolution No, 37, Series 2014
EXHIBIT A
Resolution No. 37, Series 2014
PROPERTY MGMT.NO,
PROJECT NO'. 1 70-2(7) 183
LOCATION: 1-70 South Frontage Road
Adjacent to Gerald R Ford Park
in 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".
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NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties hereto agree
as follows'.
I . 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) South Frontage Road
adjacent to Gerald R. Ford Park located within the limits of the Town of Vail in Eagle County. Coloratlo.
The leased Premises is described in Exhibit "A" and depicted on Exhibit "B" attached hereto and made a
part hereof.
2. TERM. The term of this Lease shall be for a period of five (5) years, beginning on
, 2014, and expiring on 2019, subject to the cancellation
and termination provisions provided herein and subject to the option to extend provisions contained in
Section 23(e).
3. RENT. Subject to the provisions of Section 23(b), Lessee shall pay to Lessor the sum of25 50.00
for the entirety of all three (3) concurrent terms. Payment shall be made payable to the Colorado
Department 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 to 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 for the purposes
of managed parking operations, bus transit operations and occasional civic celebrations and for no other
uses. 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.
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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 he 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.
8. 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 appl'sd 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
rull 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
30-4ays written notice of its intention to cancel the Lease. The 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 farce or affect whatsoever unless embodied herein in writing. No subsequent novation,
renewal, addition, deletion or other amendment hereto shall have any force 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
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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.
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 16-8-401, et 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 mail, 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 Vad
Ann: Property Management Manager AnnTown Manager
15265 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 -lo -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 maybe immediately removed by Lessor at the
expense of Lessee. Further, any structures, improvements or items of any kind remaining on the
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Premises at the termination of the Lease will be considered abandoned by Lessee and maybe
immediately removed by Lessor at Lessee's expense.
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 shall 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 Lessees 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 Lessor's 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. 'rhe 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 against loss resulting from
fire. theft or other casualty.
(b) WorkersCompensation Insurance as required by State 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'.
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$1,000,000 each occurrence',
$2,000.000 general aggregate,
$50,000 any one 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. CDOT 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 CDOT as an Additional Insured.
(f) CDOT 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 self-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 COOT 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 CDOT, 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.
g) 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 CDOT 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 CDOT 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, at seg., as amended ("Act'), the
Lessee shall at all times during the term of this Lease maintain only such liability insuranceby
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 CDOT as an Additional Insured,
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(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 CDOT as an Additional Insured on
their Commercial General Liability, and Umbrella or Excess Liability policies.
23. ADDITIONAL PROVISIONS.
(a) 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 andlor the FHWA.
(b) Lessee shall ensure that Lessee's use and occupancy of the Premises shall not interfere with
Lessor's use of the adjoining State highway right-of-way or with the installation, operation,
maintenance and repair of any utilities, drainage or irrigation facilities located on, above, over,
under, through, across or adjacent to the Premises.
(c) Lessee shall not modify or alter the Premises without Lessor's prior written approval. Prior to
requesting Lessons approval of any modifications or alterations to the Premises, Lessee shall
submit to Lessor a site plan and/or construction drawings depicting and describing all
proposed modifications and/or alterations. Any approval(s) given by Lessor shall be subject
to and contingent upon full and complete compliance by Lessee of any and all conditions
and/or stipulations required by Lessor. Lessee agrees that any approvals given by Lessor
shall not operate to transfer any liabilities or responsibilities to Lessor; all modifications and
alterations to the Premises shall be at Lessee's sole and absolute risk. In all circumstances,
Lessee's work and act of modifying or altering the Premises shall be performed with the
highest standard of care to ensure such work and act shall not cause damage to the
Premises, to Lessor s adjacent highways, to any utility, to any irrigation facility, to any trees or
to the property of any other party. Lessee s work and act of modifying or altering the
Premises shall be subject to Lessee obtaining all appropriate permits from any authority
having jurisdiction to approve such work. Further, Lessee shall and agrees to save,
indemnify and hold Lessor harmless from any liability for damage or loss to persons or
property resulting from this Lease. In the event Lessee engages a contractor to perform any
work upon the Premises. such contractor shall be required to save, indemnify and hold
Lessor harmless for any liability for damage or loss to persons or property resulting from
activities from such work and shall name Lessor as an additional insured party on its
insurance policy. Proof of the contractor's insurance must be provided to Lessor prior to any
work being conducted on the Premises.
(d) 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.
(e) In the event Lessee satisfies each and every duty and obligation to be performed by Lessee
under this Lease Agreement, Lessor hereby grants to Lessee the option to extend the term of
this Lease for two (2) additional five (5) year periods, each commencing when the prior term
expires. In order to exercise its option to extend this Lease as aforesaid, Lessee shall give
Lessor no less than ninety (90) days advance written notice of Lessee's intent to extend the
term of this Lease.
(f) This Lease shall not be deemed valid unless it has been approved by the FHWA.
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IN WITNESS WHEREOF, the parties hereto have executed this lease agreement on the day and year
first above written.
LESSEE
Q
(Name)
Federal Tax Identification Number
STATE OF
) ss
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
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EXHIBIT
FORD PARK & INTERSTATE HIGHWAY No. 70
TOWN OF VAIL, EAGLE COUNTY, COLORADO
PARCEL DFSCRIPTiON.
A PARCFL OF IAND -r'FATF^ IN A 'ART OF `H= NE ' SECTION 8,
TOWNSHIP 5 SOU -H, RANGE 80 WEST 0= SHE SIXTH PRINC PAL
MERIDIAN, TOWN OF VAI'_, C01. NT' OF EAGLE, SATE 0- COLORADO,
SAID FARC -L RFING MOR PARTICN?RLY DESCRIBED AS -OL-ONS
HEGINNING AT A POINT IUNG TF'L I',.It4SEC-10% OF T -IE
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SAID JLC FORMING T -E BASIS 01 BEAR NGS FOR THE FOLLOWNG
DESCRIPTION; THFVCF_ ALONG SAID SOUT-:ER'_Y RIGHT-OF-WAY
130.63 FFET A_0AG THE ARC OF A CURVE TO THE RIGHT HAVING
A RADIUS 0= 5923.00 FEET, AN INTERIOR ANGLE OF 01'15'49"
AND A CHORD W -!ICH HEARS 584'29'25"W 130.63 FEET -a IHE.
RUL POINI 01 '?LGINNING; -HLNC- CON MING ALONG SAID
SOUTH=HLY RIGHT—OF—WAY 938.97 FEET ALONG THE ARC OF A
CCRVE TO 1' -FE RIGHT HAVING A RA'D`US OF 5923.00 FE, =T, AN
INTERIOR ANGLE OF 09'0459" AL'J A CHORD VIHICH BEARS
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THENCE DEPARTING SAID SOUTHER_T RGFIT 0- AA.Y N0,'27'08
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FFET ALONG THE ARC OF A NON—TA'NGFNT CLIRV- TO THE _EFT,
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