HomeMy WebLinkAbout2017-12 VRD Lease for the Golf Course and Skate ParkRESOLUTION NO. 12
Series of 2017
A RESOLUTION APPROVING A LEASE AGREEMENT BETWEEN THE
TOWN OF VAIL AND THE VAIL RECREATION DISTRICT REGARDING THE
VAIL GOLF COURSE; 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 Vail Recreation District (the "District") is organized for the
primary purpose of providing recreational programs and services to its residents
and visitors;
WHEREAS, the Town owns various recreational facilities, including the
Vail Municipal Golf Course;
WHEREAS, it is the desire of both parties to cooperate in the provision of
recreation programs and services to the inhabitants and guests of the Town at
the Golf Course;
WHEREAS, the District has been providing such services under various
lease agreements since 1966 (collectively, the "Prior Lease");
WHEREAS, it is the desire of both parties for the District to continue to
provide these services;
WHEREAS, the Town and the District are authorized by C.R.S. § 29-1-203
to enter into agreements to govern the provision of such services to the
inhabitants and visitors of the Town; and
WHEREAS, the parties intend for this Lease to replace the Prior Lease.
NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE
TOWN OF VAIL, COLORADO THAT:
Section 1. The Council hereby approves the Agreement and authorizes
the Town Manager to enter into the Agreement with the District, in substantially
the same form as attached hereto as Exhibit A and in a form approved by the
Town Attorney.
Resolution No. 12, Series 2017
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 4th day of April, 2017.
e Chapin,
Town Mayor
Resolution No. 12, Series 2017
GOLF COURSE LEASE AGREEMENT
THIS GOLF COURSE LEASE AGREEMENT (the "Lease") is made and entered
into as of the day of April, 2017 (the "Effective Date"), by and between the TOWN
OF VAIL, COLORADO, a Colorado municipal corporation (the "Town") and the VAIL
RECREATION DISTRICT, a quasi -municipal corporation and political subdivision of the
State of Colorado (the "District") (each a "Party" and collectively the "Parties").
WHEREAS, the District is organized for the primary purpose of providing
recreational programs and services to its residents and visitors;
WHEREAS, the District imposes an ad valorem mill levy on taxable property within
its boundaries for purposes of defraying in part the costs of fulfilling this mission;
WHEREAS, the Town owns various recreational facilities, including without
limitation the Vail Municipal Golf Course (the "Golf Course");
WHEREAS, it is the desire of both Parties to cooperate in the provision of
recreation programs and services to the inhabitants and guests of the Town at the Golf
Course;
WHEREAS, the District has been providing such services under various lease
agreements since 1966 (collectively, the "Prior Lease");
WHEREAS, it is the desire of both Parties for the District to continue to provide
these services;
WHEREAS, the Town and the District are authorized by C.R.S. § 29-1-203 to enter
into agreements to govern the provision of such services to the inhabitants and visitors of
the Town; and
WHEREAS, the Parties intend for this Lease to replace the Prior Lease.
NOW THEREFORE, in consideration of the mutual promises contained herein, the
adequacy of which is hereby admitted, the Parties hereto agree as follows:
1. Lease of Premises.
a. The Town hereby leases to the District and the District leases from the
Town the real property more particularly depicted in Exhibit A, attached hereto and
incorporated herein by this reference, together with all improvements, including without
limitation all facilities and structures, located on, in, or under such real property (the
"Premises"). The Premises includes without limitation the Golf Course, the Club House
and the Nordic Center.
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b. This Lease shall supersede the Prior Lease and any other agreement to
which the Town and the District are Parties with respect to the Premises, and such Prior
Lease and agreements are hereby agreed to be of no further force or effect with respect
to the Town, the District or the Premises.
2. Term and Surrender.
a. This Lease shall commence on the Effective Date and shall terminate on
January 1, 2028 (the "Termination Date"), unless terminated earlier as provided herein.
Provided, however, that this Lease shall automatically renew for an additional 10 year
term, until January 1, 2038, unless either Party provides the other Party with written notice
of its decision to not renew this Lease no later than one year in advance of the Termination
Date.
b. Upon expiration or termination of this Lease, the District's right to use the
Premises and all improvements thereon shall cease, and the District shall promptly quit
and surrender to the Town the Premises in good order and safe condition, ordinary wear
excepted.
3. Rent.
a. The District shall pay Town an annual Rent in the amount of $165,000$ (the
"Annual Rent"), which Annual Rent shall commence in 2017 and will then be increased
annually each year thereafter based on increases in the U.S. Department of Labor's
Consumer Price Index for the Denver -Boulder statistical area. The Town shall deposit
the Annual Rent into the Recreation Enhancement Fund (the "REF"). Once funds are
credited to the REF, they may only be expended on new facilities, major upgrades to
existing facilities, or unforeseen costs to facilities on the Premises; provided, however,
that such funds may be spent on any Town purposes where the Town Council has
determined the need. The Parties intend that "new facilities" or a "major upgrade" under
this Section are facilities or upgrades which enhance the quality or diversity of the public's
experience of the Premises, as the case may be, beyond the experience that would
prevail if the facilities were simply being maintained as required pursuant to this Lease,
and are not mere repairs or replacements of existing capital facilities. On an annual basis,
the District may request a detailed description of revenues to and expenditures from the
REF. Upon the expiration or earlier termination of this Lease, the Town may expend any
funds remaining in the REF on any lawful purpose and without any obligation to the
District.
b. The parties agree to evaluate the feasibility of any revenue or subsidy
sharing in November of 2019.
4. Use of Premises. The Premises shall be used for golf, outdoor winter recreation
programs and services and special events. The use of the Premises shall be further
subject to the following:
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a. The use of the Club House shall comply at all times with the "Vail Golf and
Nordic Club House Management and Operations Plan" dated April 2013 (the "Operations
Plan"), as well as the associated Conditional Use Permit.
b. The Golf Course shall be operated in a high standard and in a manner
comparable to or exceeding other resort -area municipal courses, including public golf
courses operated in Aspen, Breckenridge, and Steamboat.
c. The Club House includes a Banquet Room, which shall be operated in a
high standard and in a manner comparable to or exceeding other first-class wedding and
event venues in the Vail Valley.
d. A committee composed of two District Board Members, the District's
Director, two Town Councilmembers and the Town Manager (a "Recreation
Subcommittee") may be created to act as a liaison between the Parties. The Recreation
Subcommittee may promulgate advisory performance criteria with regard to
programming, facilities usage and other matters related to the District's delivery of
programs and services at the Premises.
5. Town Use.
a. As a benefit for its employees, the District shall provide the Town with as
many season golf, tennis, Nordic, and skating passes as the Town requests. Such
passes shall be non -transferable. Use of the Premises pursuant to such passes shall be
subject to all District policies, rules and regulations.
b. In addition, the Town and only the Town (time in the facility may not be
"gifted" to any organization) shall have a right to use the Club House for special events,
at no cost to the Town other than fees sufficient to cover cleaning costs and compensation
for any District staff required for the event. The Town and the District shall cooperate in
scheduling the Town's events. The Town's use of the Club House shall be subject to the
Operations Plan. The District, on an annual basis, shall submit to the Town the District's
rate sheet of fees associated with the Town's use of the Club House pursuant to this
Section.
c. The Town and the District shall cooperate to use excess parking during
winter months as skier parking.
6. Net Lease. This Lease shall be a net lease, and throughout the Term, except as
otherwise expressly provided herein, all payments and other obligations or liabilities of
any kind regarding the Premises shall be solely the responsibility of the District and not
the responsibility of the Town.
7. Utilities.
a. The District shall be solely responsible for all charges for water, sewer, gas,
electricity, light, heat, power, telephone, video, Internet and any other utilities used on or
supplied to Premises.
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b. Irrigation and other water is supplied to the Premises pursuant to various
agreements and interests in water rights. The Parties do not intend for this Lease to
supersede or modify such agreements and rights.
8. Access by the Town. The Town and its agents shall have the right to enter in or
on the Premises to examine them and to perform maintenance, repair, or replacement as
required under this Lease.
9. Alterations.
a. By the Town. The Town retains the right to conduct major changes to the
Premises, including without limitation additions, reconfigurations, tear -downs or
relocations at its discretion. In the event the Town determines to change a portion of the
Premises, whether such change is minor or major (a "major" change including an
expansion, tear -down, reconfiguration, relocation, etc.), the Parties shall meet and revise
the Master List (defined below) of maintenance responsibilities consistent with the most
recent allocation of responsibilities; provided, however, that the District shall not be
obligated to retain or accept responsibility for maintaining, repairing, or replacing any
changed item or new item if the District's estimated cost in doing so is increased by more
than 10% as a result of such change unless such change is agreed to by the District.
b. By the District. The District shall not make any changes to any portion of
the Premises which would adversely change the function, access, value or quality of the
Premises without the Town's prior written approval.
c. Ownership of Improvements. All new facilities or other improvements
affixed to the Premises shall, upon termination of this Lease, unless otherwise agreed at
the time the Town's written approval is obtained or unless the Town requests removal
thereof, become the property of the Town. All items of property purchased by the District
and not affixed to the Premises shall remain the property of the District.
10. Hold Harmless.
a. General. The Parties shall hold each other and each other's agents,
servants and employees harmless from all liability, loss, damages, costs and expenses
arising out of any act, error, omission or negligence in the operation, maintenance or use
of the Premises; provided that this hold harmless provision shall not extend to damages
resulting solely from the negligence or willful misconduct of either Party or its agents,
servants or employees.
b. Damage to Facilities. Neither Party shall be responsible for the repair or
replacement of any facilities or improvements damaged by the negligent or willful acts or
omissions (including without limitation negligent maintenance) of the other Party or its
guests, agents, employees, licensees, or invitees.
11. General Maintenance. The District shall be responsible for all maintenance of the
Premises, including without limitation the following:
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a. Interior Maintenance.
Ensuring all lights and doors are operating properly and repairing the same
in a prompt manner, including replacing all light bulbs.
ii. Replacing batteries in all smoke, fire and CO detectors, as needed, but at
a minimum on a yearly basis.
iii. Painting or staining the interior elements of the building as needed.
iv. Not less than annually, ensuring that any scratches or dents in the paint or
walls are properly repaired.
v. Repairing and maintaining floors and shampooing any carpets as needed
and at a minimum on an annual basis and repairing and cleaning any marks in a
prompt manner.
vi. Ensuring all bathroom facilities are operating properly and repairing the
same in a prompt manner.
vii. Providing janitorial service for regular and consistent cleaning of the
facilities, including daily or hourly services as needed.
viii. Ensuring that the restrooms are properly stocked with the necessary
supplies.
ix. Ensuring proper and regular trash disposal within the facility and trash
removal from the facility.
x. Repairing and replacing all furniture, fixtures and equipment.
xi. Window washing, as needed.
b. Exterior Maintenance.
Maintaining plantings and irrigation systems and other improvements to a
level of quality consistent with that of a golf course in a resort community.
ii. Cleaning exterior surfaces as needed, but at a minimum on an annual basis.
iii. On a semi-annual basis, at a minimum, ensuring that any scratches or dents
in the walls are properly repaired.
iv. Performing litter patrol on a daily basis.
v. Using best management practices to ensure that all exterior maintenance
activities have a minimal impact on the Gore Creek ecosystem.
vi. Window washing, as needed.
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c. Annual Maintenance Loq. Each Party shall keep an annual log setting forth
actual expenditures made for maintenance, repairs, and replacements required
hereunder. Each Party shall make such log available to the other party as requested.
d. Annual Review. On an annual basis, the Parties shall meet to discuss the
maintenance and operation of the Premises, compliance with this Lease, any potential
capital expenditures and projects and any other related matters.
12. Capital Maintenance. Capital maintenance responsibilities shall be as set forth in
Exhibit B, attached hereto and incorporated herein by this reference.
13. No Lien. The District agrees that it will not permit or suffer to be filed or claimed
against the interest of the Town in the Premises any lien or claim of any kind during the
terms of this Lease; if such lien or claim is filed, the District, within 30 days after receipt
of notice of such lien or claim, shall cause the lien to be released.
14. Hazardous Materials.
a. Though the Town has no actual knowledge of the presence of any
hazardous materials or other adverse environmental conditions on the Premises, the
Town makes no warranty regarding such materials or conditions.
b. The District shall keep and maintain the Premises in compliance with, and
shall not cause or permit the Premises to be in violation of, any federal, state, or local
laws, ordinances or regulations relating to industrial hygiene or to the environmental
conditions on, under, about, or affecting the Premises. The District shall not use,
generate, manufacture, store, or dispose of on, under or about the Premises or transport
to or from the Premises any flammable explosives, radioactive materials, hazardous
wastes, asbestos, lead-based paints, toxic substances, or related materials, including
without limitation any substances defined as or included in the definition of hazardous
substances, hazardous wastes, hazardous materials, or toxic substances under any
applicable federal or state laws or regulations.
15. Insurance. At all times during the term of this Lease, the District, at its own cost,
shall carry and maintain adequate insurance policies to insure against all liability, claims,
demands and other obligations associated with this Lease. At a minimum, the District
shall procure and maintain the following insurance coverages listed below, with forms
and insurers acceptable to the Town:
a. Workers' Compensation coverage as required by law.
b. Fire and Extended Loss coverage for all improvements on the Premises, in
an amount equal to 100% of the replacement cost of such improvements, naming the
Town as an additional insured.
c. The following coverages in minimum amounts of $1,000,000 for each
occurrence and $1,000,000 general aggregate:
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General Liability coverage applicable to the Premises, including bodily
injury, broad form property damage, personal injury, blanket contractual, products
and completed operations, naming the Town as an additional insured.
ii. Comprehensive Automobile Liability coverage for the owned, hired or non -
owned vehicles used in the performance of this Lease, naming the Town as an
additional insured.
iii. Liquor liability coverage if the District has or obtains a liquor license to serve
wine, beer, or intoxicating liquors on the Premises, naming the Town as an
additional insured.
16. Breach.
a. If the District fails to perform any of its obligations under this Lease, the
Town shall provide the District with written notice of the breach. The District shall have
15 days after the date of the notice to cure the breach. If a longer period is reasonably
required to cure the breach and the cure is promptly begun, such cure period shall be
extended for as long as the cure is being diligently undertaken to completion, as
determined by the Town.
b. If the District fails to cure the breach within 15 days after the date of the
notice and a cure is not diligently being undertaken, the Town may, in its sole discretion,
cure the breach without additional notice to the District. If the Town chooses to cure the
breach, the District shall be liable for the costs and fees that the Town expends to cure
the breach, including any costs resulting from the work of Town employees. The District's
liability for costs and fees associated with curing a breach shall survive the termination of
this Lease.
c. In addition to curing a breach by the District, the Town may, in its sole
discretion, terminate this Lease as a result of the District's failure to cure the breach. If
the Town chooses to terminate this Lease under this subsection, it shall give the District
30 days prior written notice.
17. Miscellaneous.
a. Assignment. This Lease and the District's obligations under this Lease shall
not be assignable without the prior written approval of the Town.
b. Contingency; No Debt. Pursuant to Article X, § 20 of the Colorado
Constitution, any financial obligation of the Town or the District under this Lease is
specifically contingent upon annual appropriation of funds sufficient to perform such
obligation. This Lease shall never constitute a debt or obligation of the Town or the
District under any statutory or constitutional provision.
c. Severability. If any provision of this Lease is determined to be void by a
court of competent jurisdiction, such determination shall not affect any other provision
hereof, and all of the other provisions shall remain in full force and effect.
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d. Integration. This Lease represents the entire agreement between the
parties hereto with respect to the subject matter hereof, and all prior or extrinsic
agreements, understandings or negotiations shall be deemed merged herein.
e. Waiver. No provision of this Lease may be waived to any extent unless and
except to the extent the waiver is specifically set forth in a written instrument executed by
the Party to be bound thereby.
f. Modification. This Lease may only be modified by subsequent written
agreement of the Parties.
g. Governing Law and Venue. This Lease shall be governed by and construed
in accordance with the laws of the State of Colorado, and venue for any legal action
arising out of this Lease shall be in Eagle County, Colorado.
h. No Third Party Beneficiaries. No third party is intended to or shall be a
beneficiary of this Lease, nor shall any third party have any rights to enforce this Lease
in any respect.
No Joint Venture or Partnership. No form of joint venture or partnership
exists between the Parties, and nothing contained in this Lease shall be construed as
making the Parties joint venturers or partners.
j. Governmental Immunity. Nothing herein shall be construed as a waiver of
any protections or immunities the Town or the District and their officials, representatives,
attorneys and employees may have under the Colorado Governmental Immunity Act,
C.R.S. § 24-10-101, et seq., as amended.
k. Notice. Any notice to be sent to the Parties pursuant to the terms of this
Lease shall be considered made three days after it is mailed via first class U.S. Mail to
the following addresses:
Town of Vail:
Town Manager
Town of Vail
75 South Frontage Road
Vail, CO 81657
Vail Recreation District:
Director
Vail, CO 81657
IN WITNESS WHEREOF, the Parties have executed this Lease as of the Effective
Date.
ATTEST:
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TOWN OF VAIL
Stan Zemler, Town Manager
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Patty McKenny, Town Clerk
ATTEST:
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VAIL RECREATION DISTRICT
Mike Ortiz, Director
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