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HomeMy WebLinkAbout2018-27 Intergovernmental Operations Agreement Red Sandstone Elementary School Parking StructureRESOLUTION NO. 27 SERIES OF 2018 A RESOLUTION APPROVING AN INTERGOVERNMENTAL OPERATIONS AGREEMENT RED SANDSTONE ELEMENTARY SCHOOL PARKING STRUCTURE (THE "AGREEMENT"); 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 Eagle County School District (the "District") is a Colorado school district duly organized and operated pursuant to Article IX of the Colorado Constitution and C.R.S. § 22-30-101, et seq.; WHEREAS, on the real property adjacent to the Red Sandstone Elementary School, the Town will construct a multi-level public parking structure providing parking for 160 vehicles, as well as an access driveway and related improvements including without limitation the necessary improvements to the lower parking lot and the Frontage Road; WHEREAS, along with the Vail Reinvestment Authority the Town and the District entered into an Intergovernmental Development Agreement dated August 15, 2017, concerning funding for the Project and various duties and responsibilities (the "Development IGA"); WHEREAS, the Development IGA requires the details for operation of the parking structure within the Project to be determined by separate Operations Agreement between the Town and the District; WHEREAS, pursuant to § 18(2)(a) and (b), Article XIV of the Colorado Constitution and C.R.S. § 29-1-203, the Town and the District may enter into agreements with one another to cooperate in the provision of services and facilities, when so authorized by their governing bodies; and WHEREAS, each Party has determined it to be in the best interest of the public health, safety and welfare to enter into this Operations Agreement. NOW, THEREFORE, be it resolved by the Town Council of the Town of Vail, Colorado: Section 1. The Council hereby approves the Agreement and authorizes the Town Manager to execute the Agreement on behalf of the Town in substantially the same form as attached hereto as Exhibit A and in a form approved by the Town Attorney. Resolution No. 27, Series of 2018 Section 2. This Resolution shall take effect immediately upon its passage. INTRODUCED, READ, APPROVED AND ADOPTED this 3rd da of July, 2018. Dave Cha ATTEST: Resolution No. 27, Series of 2018 , INTERGOVERNMENTAL OPERATIONS AGREEMENT RED SANDSTONE ELEMENTARY SCHOOL PARKING STRUCTURE THIS INTERGOVERNMENTAL OPERATIONS AGREEMENT (the "Agreement") is made this day of , 2018 (the "Effective Date"), by and between the Town of Vail, a Colorado home rule municipality with an address of 75 South Frontage Road, Vail, Colorado 81657 (the "Town"), and the Eagle County School District, a Colorado school district with an address of 948 Chambers Avenue, P.O. Box 740, Eagle, Colorado 81631 (the "District") (each a "Party" and collectively the "Parties"). WHEREAS, the District is a Colorado school district duly organized and operated pursuant to Article IX of the Colorado Constitution and C.R.S. § 22-30-101, et seq.; WHEREAS, the Town is a Colorado municipality organized and operated pursuant to its home rule charter and Colorado law; WHEREAS, on the real property adjacent to the Red Sandstone Elementary School, the Town will construct a multi-level public parking structure providing parking for 160 vehicles (the "Structure"), as well as an access driveway (the "Driveway"), and related improvements including without limitation the necessary improvements to the lower parking lot and the Frontage Road (the "Related Improvements") (collectively, the "Project"); WHEREAS, along with the Vail Reinvestment Authority (the "VRA"), the Parties entered into an Intergovernmental Development Agreement dated August 15, 2017, concerning funding for the Project and various duties and responsibilities (the "Development IGA"); WHEREAS, the Development IGA requires the details for operation of the parking structure within the Project to be determined by separate Operations Agreement between the Parties; WHEREAS, the Parties also entered into a Lease dated April 12, 2006 and a First Amendment to Lease dated May 1, 2018; WHEREAS, pursuant to § 18(2)(a) and (b), Article XIV of the Colorado Constitution and C.R.S. § 29-1-203, the Parties may enter into agreements with one another to cooperate in the provision of services and facilities, when so authorized by their governing bodies; and WHEREAS, each Party has determined it to be in the best interest of the public health, safety and welfare to enter into this Operations Agreement. NOW, THEREFORE, in consideration of the mutual performance of the covenants, agreements, and stipulations contained herein, the sufficiency of which is hereby acknowledged, the Parties agree as follows: 1 6/28/2018 C:IUSERSITNAGEL. VAILGOV.0331APPDATAILOCALIMICROSOFTIWINDOWSIINETCACHEICONTENT.OUTLOOKIX6HGXYQ01 RSS OPERATIONS K - JMM.DOCX 1. Background and Purpose. This Operations Agreement establishes the plan for operation of the Structure. The Structure is owned and operated by the Town with financial contribution from the District and the VRA. The purpose of this Operations Agreement is to ensure that the Town and the District agree in all relevant detail about operation and maintenance of the Structure, the Driveway and the Related Improvements. 2. Definitions. For purposes of this Agreement, the following terms shall have the following meanings: a. "Operation and Maintenance Costs" means the Town's actual cost to operate and maintain the Structure and the Driveway, including without limitation the cost of utilities serving the Driveway and Structure and the cost of snow removal for the Driveway and Structure. b. "School Year" means the teacher contact days in the District's academic calendar each year, plus 5% of the total number of days, as indicated on a calendar to be finalized by the Town and the District on an annual basis, at least 60 days prior to the start of the School Year. 3. Hours of Operation. The Structure will be open to the public 365 days per year, as more particularly set forth in the Conditional Use Permit granted by the Town on September 11, provided that the Town may close the Structure or any portion thereof for maintenance and repair as necessary. The Town shall use its best efforts to schedule any closing outside of the School Year. 4. Use Restrictions. a. Of the 160 total parking spaces in the Structure, 40 parking spaces on the upper level will be restricted for exclusive use by the District during the defined School Year (the "Restricted Spaces"), provided that there shall be no parking on the upper level between 11:00 p.m. and 6:30 a.m. b. Should the Town be notified of any vehicle parked in violation of the District's reserved use, the Town will use its best efforts to have the vehicle's owner notified and to have the vehicle removed. c. The Town shall provide the District with parking passes for use of the Restricted Spaces, and the District will control the distribution of its parking passes and is responsible for the replacement cost of lost or damaged passes. d. At the conclusion of each School Year, and until the start of the next School Year, the Restricted Spaces will be returned to the Town for public use. e. If the District would like usage of more than its 40 parking spaces or use of its 40 spaces after the School Year, the District will negotiate with the Town for additional parking spaces or for additional parking duration at a mutually -agreed upon 2 6/28/2018 C: I USERSI TNAGEL. VAILGOV.0331APPDATAILOCAL I MICROSOFTIWI NDOWSII NETCACHEICONTENT. OUTLOOKIX6HGXYQ01 RSS OPERATIONS K - JMM. DOCX rate, which shall be memorialized by separate agreement; provided that nothing in this Agreement shall be construed to give the District the right to any additional parking spaces during the School Year or continued use after the School Year. f. The Structure shall not be expanded without the prior written consent of the District. g. The Town acknowledges that during school drop-off and pick-up times, incoming access to the third level of the Structure may be limited. 5. Operations and Maintenance. a. The Town shall maintain and operate the Structure with cost contributions by the District. In the first year of this Agreement, beginning on the Effective Date, the District is responsible for 13.017% of the annual Operation and Maintenance Costs for the Structure, calculated as follows: Formula 2018-19 School Year 160 spaces (total capacity) x 365 days = 58,400 58,400 School Year x 40 spaces 190 x 40 = 5,320 District's Proportional Share 5,320 / 58,400 = 13.017% b. The District's share of the Operations and Maintenance Costs shall be paid annually on or before February 1st, and within 30 days of receipt of an invoice from the Town. c. The Town shall set an Operations and Maintenance Costs budget annually in consultation with the District. The above formula shall be updated and applied annually with information specific to each School Year. 6. Capital Costs Contribution. a. In addition to contributing a share of Operations and Maintenance Costs, the District shall contribute 13.017% to capital maintenance items determined by the Parties to be necessary for the Structure (the "Capital Costs Contribution"). In the first year of this Agreement, beginning on the Effective Date, the District is responsible for $0 in Capital Costs Contribution b. The District shall pay the Capital Costs Contribution annually on or before February 1st and within 30 days of receipt of an invoice from the Town. c. The Town and the District shall meet annually to establish the Capital Costs Contribution for the upcoming year and shall maintain an agreed-upon list of capital maintenance items to be completed within the next year, 5 years and 10 years. 3 6/28/2018 C:IUSERSITNAGEL.VAILGOV.0331APPDATAILOCALIMICROSOFTIWINDOWSIINETCACHEICONTENT.OUTLOOK X6HGXYQ01 RSS OPERATIONS K - JMM.DOCX 7. Snow Storage. Snow storage for the Structure shall not impact the District's access or use of its Restricted Spaces, provided that there shall be no parking on the upper level between 11:00 p.m. and 6:30 a.m. 8. Term and Termination. a. Term. Upon the Effective Date, this Agreement shall be for a term of one year. This Agreement shall renew for successive one year terms provided the following occurs, as required pursuant to this Agreement: (i) the District timely pays its share of Operations and Maintenance Costs and Capital Costs Contributions; and (ii) the Parties meet at least annually to establish the School Year and establish the Operations and Maintenance Costs budget and Capital Costs Contributions. b. Termination. Termination of the Development IGA shall result in automatic termination of this Operations Agreement without further action. 9. Breach and Remedies. a. District. The District's failure to timely pay its share of Operation and Maintenance Costs and its Capital Costs Contribution shall result in the District's immediate loss of access to the Restricted Spaces. b. Town. The Town's failure to operate or maintain the Structure in a manner that allows the District access to and use of its Restricted Spaces will entitle the District to a credit toward its portion of Operations and Maintenance Costs calculated according to the documented number of Restricted Spaces rendered unavailable and the documented number of days that such spaces are unavailable. 10. Insurance. The Town and the District shall carry insurance for the Structure as determined necessary by the risk carriers of each Party. The Parties shall each list the other Party as an additional insured on the appropriate policies. Annual insurance costs shall be excluded from Operation and Maintenance Costs and paid for by each Party individually. 11. Waiver and Release. The District hereby waives and release the Town, its officers, employees and agents against all liability, claims and demands on account of injury, loss or damage, including without limitation claims arising from bodily injury, personal injury, sickness, disease, death, property loss or damage, or any other loss of any kind whatsoever, which arise out of or are in any manner connected with the Town's operation or maintenance of the Structure. 12. Miscellaneous. a. Notice. Any notice under this Agreement shall be in writing, and shall be deemed sufficient when directly presented or sent pre -paid, first class United States Mail to the Party at the address set forth on the first page of this Agreement. 4 6/28/2018 C:IUSERSITNAGEL.VAILGOV.0331APPDATAILOCALIMICROSOFT1WINDOWSIINETCACHEICONTENT.OUTLOOKI X6HGXYQ01 RSS OPERATIONS K - JMM.DOCX b. Books and Records. The Town will make available to the District upon reasonable notice all agreements, records and documents reasonably necessary to confirm or audit the Town's requests for payment hereunder. c. Severability. If any provision of this Agreement 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. d. Integration. This Agreement represents the entire agreement between the Parties 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 Agreement 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 Agreement may only be modified by subsequent written agreement of the Parties. g. Governing Law and Venue. This Agreement 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 Agreement shall be in Eagle County, Colorado. h. No Third Party Beneficiaries. No third party is intended to or shall be a beneficiary of this Agreement, nor shall any third party have any rights to enforce this Agreement in any respect. No Joint Venture. No form of joint venture exists between the Parties and nothing contained in this Agreement shall be construed as making the Parties joint venturers. In no event shall any Party or its employees or its representatives be considered or authorized to act as employees or agents of any other Party. j. Force Majeure. No Party shall be liable for a failure to perform as required by this Agreement to the extent such failure to perform is caused by a reason beyond the control of that Party or by reason of any of the following occurrences, whether or not caused by such Party: strikes, labor disturbances or labor disputes of any character, accidents, riots, civil disorders or commotions, war, acts of aggression, floods, earthquakes, acts of God, explosion or similar occurrences; provided that such Party shall exercise its best efforts to provide the best possible alternative performance and to prevent the foregoing occurrence from obstructing full performance. k. Contingency; No Debt. Pursuant to Article X, § 20 of the Colorado Constitution, any financial obligation of either the Town or the District under this Agreement are specifically contingent upon annual appropriation of funds sufficient to perform such obligation. This Agreement shall never constitute a debt or obligation of either the Town or the District within any statutory or constitutional provision. 5 6/28/2018 C: I USERSITNAGEL. VAILGOV.0331APPDATAILOCALIMICROSOFT1WINDOWSIINETCACHEICONTENT.OUTLOOKIX6HGXYQ01 RSS OPERATIONS K - JMM.DOCX I. Governmental Immunity. Nothing herein shall be construed as a waiver of any protections or immunities that any Party or its officials, representatives, attorneys and employees may have under the Colorado Governmental Immunity Act, C.R.S. § 24- 10-101, et seq., as amended. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. ATTEST: ATTEST: Patty McKenny, Town Clerk EAGLE COUNTY SCHOOL DISTRICT TOWN OF VAIL Greg Clifton, Town Manager 6 6/28/2018 C:IUSERSITNAGEL. VAILGOV.0331APPDATAILOCALIMICROSOFT1WINDOWSIINETCACHEICONTENT.OUTLOOK X6HGXYQ01 RSS OPERATIONS K - JMM.DOCX