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HomeMy WebLinkAbout2016-11-15 Agenda and Supporting Documentation Town Council Regular Meeting AgendaEvening Agenda TOM OFUAJt VAIL TOWN COUNCIL REGULAR MEETING Town Council Chambers 75 South Frontage Road W., Vail, CO 81657 6:00 PM, November 15, 2016 Notes: Times of items are approximate, subject to change, and cannot be relied upon to determine what time Council will consider an item. Public comment will be taken on each agenda item. Citizen participation offers an opportunity for citizens to express opinions or ask questions regarding town services, policies or other matters of community concern, and any items that are not on the agenda. Please attempt to keep comments to three minutes; time limits established are to provide efficiency in the conduct of the meeting and to allow equal opportunity for everyone wishing to speak. 1. Citizen Participation 2. Proclamations 2.1. Proclamation No. 6, Series of 2016, Recognizing Eagle County Gives Day 5 min. Presenter(s): Dave Chapin, Mayor Background: Proclamation recognizes the annual giving program, Colorado Gives Day, in Eagle County. The community is encouraged to participate on December 6th with donations to locally based non profit organizations which serve Vail Valley residents daily. 2.2. Proclamation No. 7 Series of 2016, Recognizing America Recycles Day Presenter(s): Mark Hoblitzell, Environmental Sustainability Coordinator Background: November 15, 2016 is recognized as America Recycles Day. America Recycles Day is a nationwide project of Keep America Beautiful, recycling and waste education events are being held nationwide. Waste Diversion and Recycling is a major goal of the Town of Vail Environmental Sustainability Strategic Plan and the town is joining Keep America Beautiful in celebrating America Recycles Day 3. Consent Agenda 3.1. Resolution No. 35, Series of 2016, A Resolution Approving an Intergovernmental Agreement between the Town of Vail and the Colorado Department of Transportation Regarding Highway Maintenance: and Setting Forth Details in Regard Thereto Presenter(s): Greg Hall, Director of Public Works Background: The Colorado Department of Transportation ("CDOT') is required to maintain State highways including highways extending through a city or an incorporated town. the Town of Vail and CDOT wish to enter into 5 min. 5 min. November 15, 2016 - Page 1 of an Intergovernmental Agreement authorizing the Town to maintain the highways within the town limits, and for the State of Colorado to pay a fee of $131,152.00 for such services. This is an increase over the last five year agreement and will the fourth, five year contract the town has undertaken with CDOT. Staff Recommendation: Approve the IGA and authorize the Town Manager to sign the agreement entering into the IGA with CDOT in a form approved by the Town Attorney. 4. Town Manager Report 5. Presentations / Discussion 5.1. Parking Update Presenter(s): Greg Hall, Public Works Director Action Requested of Council: Provide comment and input on the material presented. Background: In August of 2016, the Town Council and Vail Resorts senior leadership agreed to meet with town staff to initiate joint discussions regarding parking to address operations as well as short term and long term outcomes. Today's presentation will be the second in a series of council sessions that will be used to provide the historical background and context to assist Town Council in assessing the town's parking policies and strategies now and into the future. Parking update to include: 1) Review a summary of the various studies conducted with regards to expansion of parking and the previous council direction, 2) Discussion of the $ 4.3 M committed by Vail Resorts for parking expansion and the associated obligations, 3) Parking and Transportation Task Force formation including representation, tasks and timelines. Staff Recommendation: Provide comment and input on the material presented. 6. Action Items 30 min. 6.1. First reading of Ordinance No. 32, Series 2016, an Ordinance providing for 10 min. the levy assessment and collection of the town property taxes due for the 2016 tax year and payable in the 2017 fiscal year. Presenter(s): Kathleen Halloran, Finance Director Action Requested of Council: Approve or approve with amendments Ordinance No. 32, Series 2016 Background: The town is required by Colorado state law to certify the mill levy by December 25 of each year. Staff Recommendation: Approve or approve with amendments Ordinance No. 32, Series 2016 7. Adjournment 7.1. Adjournment at 7:10 pm Meeting agendas and materials can be accessed prior to meeting day on the Town of Vail website www.vailgov.com. All town council meetings will be streamed live by High Five Access Media and available for November 15, 2016 - Page 2 of public viewing as the meeting is happening. The meeting videos are also posted to High Five Access Media website the week following meeting day, www.highfivemedia.org. Please call 970-479-2136 for additional information. Sign language interpretation is available upon request with 48 hour notification dial 711. November 15, 2016 - Page 3 of TOWN Of 9 VAIL TOWN COUNCIL AGENDA MEMO ITEM/TOPIC: Proclamation No. 6, Series of 2016, Recognizing Eagle County Gives Day PRESENTER(S): Dave Chapin, Mayor BACKGROUND: Proclamation recognizes the annual giving program, Colorado Gives Day, in Eagle County. The community is encouraged to participate on December 6th with donations to locally based non profit organizations which serve Vail Valley residents daily. ATTACHMENTS: Description Proclamation No. 6, Series of 2016, Colorado Gives Day November 15, 2016 - Page 4 of November 15, 2016 - Page 5 of TOWN OF VAIL' PROCLAMATION NO. 6, SERIES OF 2016 IN RECOGNITION OF COLORADO GIVES DAY WHEREAS, charitable giving in the Town of Vail, Colorado is critical to providing support that local nonprofit organizations need to make our community a desirable place to live; and WHEREAS, research shows an increase in online giving both locally and nationally, and many believe it is the future of philanthropy; and WHEREAS, Community First Foundation and First Bank have partnered in an effort to increase charitable giving in our community through the online giving initiative Colorado Gives Day; and WHEREAS, Colorado Gives Day in 2015 raised $28.5 million in a single 24-hour period via online donations, $822,580.61 to Eagle County nonprofits, at coloradogives.org, a website allowing donors to direct their contributions to one or more of the forty-one (41) local, Eagle County, charities featured on the site, making it an ideal resource for facilitating charitable giving to our locally-based nonprofit organizations; this total does not include organizations who serve Eagle County and are headquartered elsewhere, therefore, bringing in even more dollars for local efforts. WHEREAS, Colorado Gives Day is December 6th this year, and all citizens are encouraged to participate because all donations, large or small, can make a difference to nonprofits in need. NOW, THEREFORE, BE IT PROCLAIMED BY Mayor Dave Chapin and the Town Council of the Town of Vail, Colorado that Tuesday, December 6, 2016, will be known as Colorado Gives Day in our community. Dated this 15th day of November 2016. Vail Town Council Attest: p NG s Y � oc�' N OF L�11s k. (.:3:f OpORA-CES A. Dave Chapin, Mayor Patty McKenny, Town Clerk November 15, 2016 - Page 5 of TOWN Of9 VAIL TOWN COUNCIL AGENDA MEMO ITEM/TOPIC: Proclamation No. 7 Series of 2016, Recognizing America Recycles Day PRESENTER(S): Mark Hoblitzell, Environmental Sustainability Coordinator BACKGROUND: November 15, 2016 is recognized as America Recycles Day. America Recycles Day is a nationwide project of Keep America Beautiful, recycling and waste education events are being held nationwide. Waste Diversion and Recycling is a major goal of the Town of Vail Environmental Sustainability Strategic Plan and the town is joining Keep America Beautiful in celebrating America Recycles Day ATTACHMENTS: Description Proclamation No. 7 Series of 2016 November 15, 2016 - Page 6 of November 15, 2016 - Page 7 of t(1111 TOWN OF VAIL ' Proclamation No. 7, Series of 2016 In Recognition of America Recycles Day WHEREAS, Keep America Beautiful has declared November 15, 2016 America Recycles Day in observance of the importance of recycling to our nation's environment and economy; and, WHEREAS, America Recycles Day is one day to raise awareness, educate, motivate, and encourage involvement in recycling for 365 days of the year; and, WHEREAS, Environmental Stewardship is a Town of Vail value and preservation of our surrounding natural environment is part of our mission; and, WHEREAS, The Town of Vail Environmental Sustainability Strategic Plan adopted in 2009 includes Goal #1, Solid Waste Stream Diversion and Recycling, to reduce the amount of Town of Vail landfill contributions by 20% by 2019; and WHEREAS, The State of Colorado currently has a recycling rate of 11%, Eagle County has a recycling rate of 26.9% and the Town of Vail has a 27.8% recycling rate. The national recycling rate is 34%; and, WHEREAS, Recycling, composting, and waste reduction are effective measures to reduce greenhouse gas emissions that contribute to global climate change; and, WHEREAS, The Town of Vail is hosting a number of events in support of America Recycles Day, including a home composting class with the Vail Public Library, a student recycled art display, and a paper shredding and electronic waste recycling event; and, NOW, THEREFORE, be it proclaimed to the community that the Vail Town Council recognizes this day, November 15, 2016 as America Recycles Day and the importance of waste reduction and recycling in our community. Dave Chapin, Mayor Attest: Patty McKenny, Town Clerk November 15, 2016 - Page 7 of TOWN IfO VAIL TOWN COUNCIL AGENDA MEMO ITEM/TOPIC: Resolution No. 35, Series of 2016, A Resolution Approving an Intergovernmental Agreement between the Town of Vail and the Colorado Department of Transportation Regarding Highway Maintenance: and Setting Forth Details in Regard Thereto PRESENTER(S): Greg Hall, Director of Public Works ACTION REQUESTED OF COUNCIL: Approve the IGA and authorize the Town Manager to sign and enter into the IGA with CDOT BACKGROUND: The Colorado Department of Transportation ("CDOT") is required to maintain State highways including highways extending through a city or an incorporated town. the Town of Vail and CDOT wish to enter into an Intergovernmental Agreement authorizing the Town to maintain the highways within the town limits, and for the State of Colorado to pay a fee of $131,152.00 for such services. This is an increase over the last five year agreement and will the fourth, five year contract the town has undertaken with CDOT. STAFF RECOMMENDATION: Approve the IGA and authorize the Town Manager to sign the agreement entering into the IGA with CDOT in a form approved by the Town Attorney. ATTACHMENTS: Description Resolution and IGA November 15, 2016 - Page 8 of RESOLUTION NO. 35 Series of 2016 A RESOLUTION APPROVING AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE TOWN OF VAIL AND THE COLORADO DEPARTMENT OF TRANSPORTATION REGARDING HIGHWAY MAINTENANCE; 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; and WHEREAS, the members of the Town Council of the Town (the "Council") have been duly elected and qualified; and WHEREAS, Colorado Revised Statute §§43-2-102 and 103 requires the Colorado Department of Transportation ("CDOT") to maintain State highways, including highways extending through a city or an incorporated town; and WHEREAS, the Town and CDOT wish to enter into the Intergovernmental Agreement (the "IGA") authorizing the Town to provide some or all maintenance services on state highways within the Town, and for State of Colorado to pay the Town a negotiated rate for such services; and WHEREAS, the Town has adequate facilities to perform the desired maintenance services on State highways within the town limits; and WHEREAS, the Council finds and determines that IGA is necessary and will promote the health, safety, morals, and general welfare of the Town; and WHEREAS, the Council's approval of Resolution No. 35, Series 2016, is required to enter into an IGA. NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO THAT: Section 1. The Council hereby approves the IGA and authorizes the Town Manager to enter into the IGA 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 15th day of November, 2016. Dave Chapin, Town Mayor ATTEST: Patty McKenny, Town Clerk Resolution No. 35, Series 2016 November 15, 2016 - Page 9 of (State $HWY Mtce) TOWN OF VAIL PO #: 471001032 Routing #: 17-HA3-ZH-00106 Rev 10/03 Region: 3 (JH) CONTRACT THIS AGREEMENT is entered into by and between TOWN OF VAIL (hereinafter called the "Local Agency" or "Contractor"), and the STATE OF COLORADO acting by and through the Department of Transportation (hereinafter called the "State" or "CDOT"). RECITALS 1. Authority exists in the law and funds have been budgeted, appropriated and otherwise made available and a sufficient uncommitted balance thereof remains available for payment of project and Local Agency costs in Fund Number 400, Function: 2150, GL Account: 4541000020, and Cost Center: R3200-010. (Contract Encumbrance Amount: $131,152.00). 2. Required approval, clearance and coordination have been accomplished from and with appropriate agencies. 3. Section 43-2-135(1)(i) C.R.S., as amended, requires the State to install, operate, maintain and control, at State expense, all traffic control devices on the state highway system within cities and incorporated towns. 4. The parties desire to enter this Contract for the Contractor to provide some or all of the certain Highway maintenance services on state highways that are the responsibility of the State under applicable law, and for the State to pay the Contractor a reasonable negotiated fixed rate for such services. 5. The parties also intend that the Contractor shall remain responsible to perform any services and duties on state highways that are the responsibility of the Contractor under applicable law, at its own cost. 6. The State and the Contractor have the authority, as provided in Sections 29-1-203, 43-1-106, 43-2-103, 43-2-104, and 43-2-144 C.R.S., as amended, and in applicable ordinance or resolution duly passed and adopted by the Contractor, to enter into contract with the Contractor for the purpose of maintenance of traffic control devices on the state highway system as hereinafter set forth. 7. The Contractor has adequate facilities to perform the desired maintenance services on State highways within its jurisdiction. THE PARTIES NOW AGREE THAT: Section 1. Scope of Work The Local Agency shall perform all Maintenance Services for the specified locations located within the Local Agency's jurisdiction and described in Exhibit A. Such services and highways are further detailed in Section 5. Section 2. Order of Precedence In the event of conflicts or inconsistencies between this Contract and its exhibits, such conflicts or inconsistencies shall be resolved by reference to the documents in the following order of priority: 1. Special Provisions contained in section 22 of this Contract 2. This Contract 3. Exhibit A (Scope of Work) 4. Exhibit C (Option Letter) 5. Exhibit D (Encumbrance Letter). Section 3. Term This contract shall be effective upon the date signed/approved by the State Controller, or designee. The term of this contract shall be for a term ending June 30, 2021. Provided, however, that the State's financial obligation for each subsequent, consecutive fiscal year of that term after the first fiscal year shall be subject to and contingent upon funds for each subsequent year being appropriated, budgeted, and otherwise made available therefor. Section 4. Project Funding and Payment Provisions A. The Local Agency has estimated the total cost of the work and is prepared to accept the state funding for the work, as evidenced by an appropriate ordinance or resolution duly passed and adopted by the authorized representatives of the Local Agency, which expressly authorizes the Local Agency to enter into this contract and to complete the work under the project. A copy of this ordinance or resolution is attached hereto and incorporated herein as Exhibit B. Document Builder Generated Page 1 of 9 Rev. 3/31/2016 November 15, 2016 - Page 10 0 PO #: 471001032 Routing #: 17-HA3-ZH-00106 B. Subject to the terms of this Contract, for the satisfactory performance of the Maintenance Services on the Highways, as described in Section 5, the State shall pay the Local Agency on a lump sum basis, payable upon receipt of statement of work performed by the Local Agency, but not more often that monthly, as provided herein. C. The Local Agency will provide Maintenance Services as described in Exhibit A, for a total maximum amount of $131,152.00 per State fiscal year, and a maximum contract total shall not exceed the cumulative five- year total of $655,760.00. The negotiated rate per mile shall remain fixed for the full five-year term of the contract, unless this rate is renegotiated in accord with the procedure set forth herein in Section 17. The total payments to the Local Agency during the term of this contract shall not exceed that maximum amount, unless this contract is amended. The Local Agency will bill the State monthly and the State will pay such bills within 45 days. D. The State shall pay the Local Agency for the satisfactory operation and maintenance of traffic control devices under this agreement at the rates described in Exhibit A. E. The statements submitted by the Local Agency for which payment is requested shall contain an adequate description of the type(s) and the quantity(ies) of the Maintenance Services performed, the date(s) of that performance, and on which specific sections of the Highways such services were performed, in accord with standard Local Agency billing standards. F. If the Local Agency fails to satisfactorily perform the Maintenance Services or if the statement submitted by the Local Agency does not adequately document the payment requested, after notice thereof from the State, the State may deduct and retain a proportionate amount from the monthly payment, based on the above rate, for that segment or portion. Section 5: State & Local Agency Commitments: A. The Local Agency shall perform the Maintenance Services for the certain State Highway System locations described herein. Such services and locations are detailed in Exhibit A. B. The Local Agency shall operate and maintain the highway miles as listed on Exhibit A. As used herein the term "maintenance services" shall mean only those maintenance services normally performed by the State to comply with its responsibility under §§43-2-102 and 43-2-135, C.R.S., as described in the State's then current "Maintenance Management Information Manual", as amended, which is incorporated herein by this reference. The Local Agency shall obtain a copy of that Manual from the State before it performs any Maintenance Services under this contract. Maintenance Services do not include reconstruction of portions of the highways destroyed by major disasters, fires, floods, or Acts of God. Provided, however, that the Local Agency shall give the State immediate notice of the existence of any such conditions on the Highways.) 1. Maintenance Services to be performed by the Local Agency, at State expense, for the Highways under this contract shall include (without limitation) the following services: a. Removal of snow, sanding and salting. b. Patching, making safe, repairing, spot reconditioning, spot stabilization and spot seal coating, including shoulders, and damage caused by ordinary washouts. c. Warning the State's representative of any "dangerous condition" (as defined in §24-10-103(1) C.R.S., as amended), and/or repairing that condition. d. Inspecting State Highway signing and regulatory devices on the Highways at least weekly and notifying the State's Regional Transportation Director as soon as the Local Agency has notice of any State Highway signing and regulatory devices in need of repair. 2. Local Agency shall also continue to perform, at its own expense, all activities/duties on the Highways that Local Agency is required to perform by §43-2-135 (1) (a) and (e), C.R.S., as amended, including, but not limited to: cutting weeds and grasses within the State's right of way; fence maintenance; cleaning of roadways, including storm sewer inlets and catch basins; cleaning of ditches; and repairing of drainage structures, excluding storm sewers. C. The Local Agency shall perform all Maintenance Services on an annual basis. The Local Agency's performance of such services shall comply with the same standards that are currently used by the State for the State's performance of such services, for similar type highways with similar use, in that year, as determined by the State. The State's Regional Transportation Director, or their representative, shall determine the then current applicable maintenance standards for the Maintenance Services. Any standards/directions provided by the State's representative to the Local Agency concerning the Maintenance Services shall be in writing. The Local Agency shall contact the State Region office and obtain those standards before the Local Agency performs such services. D. The Local Agency shall perform the Maintenance Services in a satisfactory manner and in accordance with the terms of this contract. The State reserves the right to determine the proper quantity and quality of the Maintenance Services performed by the Local Agency, as well as the adequacy of such services, under this contract. The State Document Builder Generated Page 2 of 9 Rev. 3/31/2016 November 15, 2016 - Page 11 0 PO #: 471001032 Routing #: 17-HA3-ZH-00106 may withhold payment, if necessary, until Local Agency performs the Maintenance Services to the State's satisfaction. The State will notify the Local Agency in writing of any deficiency in the Maintenance Services. The Local Agency shall commence corrective action within 24 hours of receiving actual or constructive notice of such deficiency: a) from the State; b) from its own observation; or c) by any other means. In the event the Local Agency, for any reason, does not or cannot correct the deficiency within 24 hours, the State reserves the right to correct the deficiency and to deduct the actual cost of such work from the subsequent payments to the Local Agency, or to bill the Local Agency for such work. Section 6. Record Keeping The Local Agency shall maintain a complete file of all records, documents, communications, and other written materials, which pertain to the costs incurred under this contract. The Local Agency shall maintain such records for a period of three (3) years after the date of termination of this contract or final payment hereunder, whichever is later, or for such further period as may be necessary to resolve any matters which may be pending. The Local Agency shall make such materials available for inspection at all reasonable times and shall permit duly authorized agents and employees of the State and FHWA to inspect the project and to inspect, review and audit the project records. Section 7. Termination Provisions This contract may be terminated as follows: A. This Contract may be terminated by either party, but only at the end of the State fiscal year (June 30), and only upon written notice thereof sent by registered, prepaid mail and received by the non -terminating party, not later than 30 calendar days before the end of that fiscal year. In that event, the State shall be responsible to pay the Local Agency only for that portion of the highway Maintenance Services actually and satisfactorily performed up to the effective date of that termination, and the Local Agency shall be responsible to provide such services up to that date, and the parties shall have no other obligations or liabilities resulting from that termination. Notwithstanding subparagraph A above, this contract may also be terminated as follows: B. Termination for Convenience. The State may terminate this contract at any time the State determines that the purposes of the distribution of moneys under the contract would no longer be served by completion of the project. The State shall effect such termination by giving written notice of termination to the Local Agency and specifying the effective date thereof, at least twenty (20) days before the effective date of such termination. C. Termination for Cause. If, through any cause, the Local Agency shall fail to fulfill, in a timely and proper manner, its obligations under this contract, or if the Local Agency shall violate any of the covenants, agreements, or stipulations of this contract, the State shall thereupon have the right to terminate this contract for cause by giving written notice to the Local Agency of its intent to terminate and at least ten (10) days opportunity to cure the default or show cause why termination is otherwise not appropriate. In the event of termination, all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs and reports or other material prepared by the Local Agency under this contract shall, at the option of the State, become its property, and the Local Agency shall be entitled to receive just and equitable compensation for any services and supplies delivered and accepted. The Local Agency shall be obligated to return any payments advanced under the provisions of this contract. Notwithstanding the above, the Local Agency shall not be relieved of liability to the State for any damages sustained by the State by virtue of any breach of the contract by the Local Agency, and the State may withhold payment to the Local Agency for the purposes of mitigating its damages until such time as the exact amount of damages due to the State from the Local Agency is determined. If after such termination it is determined, for any reason, that the Local Agency was not in default or that the Local Agency's action/inaction was excusable, such termination shall be treated as a termination for convenience, and the rights and obligations of the parties shall be the same as if the contract had been terminated for convenience, as described herein. D. Termination Due to Loss of Funding. The parties hereto expressly recognize that the Local Agency is to be paid, reimbursed, or otherwise compensated with federal and/or State funds which are available to the State for the purposes of contracting for the Project provided for herein, and therefore, the Local Agency expressly understands and agrees that all its rights, demands and claims to compensation arising under this contract are contingent upon availability of such funds to the State. In the event that such funds or any part thereof are not available to the State, the State may immediately terminate or amend this contract. Section 8. Legal Authority The Local Agency warrants that it possesses the legal authority to enter into this contract and that it has taken all actions required by its procedures, by-laws, and/or applicable law to exercise that authority, and to lawfully authorize Document Builder Generated Page 3 of 9 Rev. 3/31/2016 November 15, 2016 - Page 12 0 PO #: 471001032 Routing #: 17-HA3-ZH-00106 its undersigned signatory to execute this contract and to bind the Local Agency to its terms. The person(s) executing this contract on behalf of the Local Agency warrants that such person(s) has full authorization to execute this contract. Section 9. Representatives and Notice The State will provide liaison with the Local Agency through the State's Region Director, Region 3, 222 S. 6th St. Said Region Director will also be responsible for coordinating the State's activities under this contract and will also issue a "Notice to Proceed" to the Local Agency for commencement of the Work. All communications relating to the day-to-day activities for the work shall be exchanged between representatives of the State's Transportation Region 3 and the Local Agency. All communication, notices, and correspondence shall be addressed to the individuals identified below. Either party may from time to time designate in writing new or substitute representatives. If to State If to the Local Agency CDOT Region: 3 Town of Vail Michael Goolsby Greg Hall Maintenance Superintendent Public Works Director 606 S. 9r'' Street 1309 Elkhorn Drive Grand Junction, CO 81501 Vail, CO 81657 970-683-6306 970-479-2158 Section 10. Successors Except as herein otherwise provided, this contract shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. Section 11. Third Party Beneficiaries It is expressly understood and agreed that the enforcement of the terms and conditions of this contract and all rights of action relating to such enforcement, shall be strictly reserved to the State and the Local Agency. Nothing contained in this contract shall give or allow any claim or right of action whatsoever by any other third person. It is the express intention of the State and the Local Agency that any such person or entity, other than the State or the Local Agency receiving services or benefits under this contract shall be deemed an incidental beneficiary only. Section 12. Governmental Immunity Notwithstanding any other provision of this contract to the contrary, no term or condition of this contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protection, or other provisions of the Colorado Governmental Immunity Act, § 24-10-101, et seq., C.R.S., as now or hereafter amended. The parties understand and agree that liability for claims for injuries to persons or property arising out of negligence of the State of Colorado, its departments, institutions, agencies, boards, officials and employees is controlled and limited by the provisions of § 24-10-101, et seq., C.R.S., as now or hereafter amended and the risk management statutes, §§ 24-30-1501, et seq., C.R.S., as now or hereafter amended. Section 13. Severability To the extent that this contract may be executed and performance of the obligations of the parties may be accomplished within the intent of the contract, the terms of this contract are severable, and should any term or provision hereof be declared invalid or become inoperative for any reason, such invalidity or failure shall not affect the validity of any other term or provision hereof. Section 14. Waiver The waiver of any breach of a term, provision, or requirement of this contract shall not be construed or deemed as a waiver of any subsequent breach of such term, provision, or requirement, or of any other term, provision or requirement. Section 15. Entire Understanding This contract is intended as the complete integration of all understandings between the parties. No prior or contemporaneous addition, deletion, or other amendment hereto shall have any force or effect whatsoever, unless embodied herein by writing. No subsequent novation, renewal, addition, deletion, or other amendment hereto shall have any force or effect unless embodied in a writing executed and approved pursuant to the State Fiscal Rules. Section 16. Survival of Contract Terms Document Builder Generated Page 4 of 9 Rev. 3/31/2016 November 15, 2016 - Page 13 0 PO #: 471001032 Routing #: 17-HA3-ZH-00106 Notwithstanding anything herein to the contrary, the parties understand and agree that all terms and conditions of this contract and the exhibits and attachments hereto which may require continued performance, compliance or effect beyond the termination date of the contract shall survive such termination date and shall be enforceable by the State as provided herein in the event of such failure to perform or comply by the Local Agency. Section 17. Modification and Amendment This contract is subject to such modifications as may be required by changes in federal or State law, or their implementing regulations. Any such required modification shall automatically be incorporated into and be part of this contract on the effective date of such change as if fully set forth herein. Except as provided above, no modification of this contract shall be effective unless agreed to in writing by both parties in an amendment to this contract that is properly executed and approved in accordance with applicable law. A. Amendment Either party may suggest renegotiation of the terms of this contract, provided that the contract shall not be subject to renegotiation more often than annually, and that neither party shall be required to renegotiate. If the parties agree to change the provisions of this contract, the renegotiated terms shall not be effective until this Contract is amended/modified accordingly in writing. Provided, however, that the rates will be modified in accordance with applicable cost accounting principles and standards (including sections 24-107-101, et seq., C.R.S. and implementing regulations), and be based on an increase/decrease in the "allowable costs" of performing the Work. Any such proposed renegotiation shall not be effective unless agreed to in writing by both parties in an amendment to this contract that is properly executed and approved by the State Controller or delegee. Any such rate change will go into effect on the first day of the first month following the amendment execution date. B. Option Letter a. The State may increase/decrease the quantity of goods/services described in Exhibit A at the same unit prices (rates) originally established in the contract. The State may exercise the option by written notice to the Local Agency in a form substantially equivalent to Exhibit C. b. As a result of increasing/decreasing the locations, the State may also unilaterally increase/decrease the maximum amount payable under this contract based upon the unit prices (rates) originally established in the contract and the schedule of services required, as set by the terms of this contract. The State may exercise the option by providing a fully executed option to the Local Agency, in a form substantially equivalent to Exhibit C, immediately upon signature of the State Controller or an authorized delegate. The Option Letter shall not be deemed valid until signed by the State Controller or an authorized delegate. Any such rate change will go into effect on the first day of the first month following the option letter execution date. C. State Encumbrance Letter The State may encumber the funds up to the maximum amount allowed during a given fiscal year by unilateral execution of an encumbrance letter in a form substantially equivalent to Exhibit D. The State shall provide a fully executed encumbrance letter to the Local Agency after execution. Delivery/performance of the goods/services shall continue at the same rate and under the same terms as established in the contract. Section 18. Disputes Except as otherwise provided in this contract, any dispute concerning a question of fact arising under this contract, which is not disposed of by agreement, will be decided by the Chief Engineer of the Department of Transportation. The decision of the Chief Engineer will be final and conclusive unless, within 30 calendar days after the date of receipt of a copy of such written decision, the Local Agency mails or otherwise furnishes to the State a written appeal addressed to the Executive Director of the Department of Transportation. In connection with any appeal proceeding under this clause, the Local Agency shall be afforded an opportunity to be heard and to offer evidence in support of its appeal. Pending final decision of a dispute hereunder, the Local Agency shall proceed diligently with the performance of the contract in accordance with the Chief Engineer's decision. The decision of the Executive Director or his duly authorized representative for the determination of such appeals will be final and conclusive and serve as final agency action. This dispute clause does not preclude consideration of questions of law in connection with decisions provided for herein. Nothing in this contract, however, shall be construed as making final the decision of any administrative official, representative, or board on a question of law. Section 19. Does not supersede other agreements This contract is not intended to supersede or affect in any way any other agreement (if any) that is currently in effect between the State and the Local Agency for other "maintenance services" on State Highway rights-of-way within the jurisdiction of the Local Agency. Also, the Local Agency shall also continue to perform, at its own expense, all such Document Builder Generated Page 5 of 9 Rev. 3/31/2016 November 15, 2016 - Page 14 0 PO #: 471001032 Routing #: 17-HA3-ZH-00106 activities/duties (if any) on such State Highway rights -of -ways that the Local Agency is required by applicable law to perform. Section 20. Subcontractors The Local Agency may subcontract for any part of the performance required under this contract, subject to the Local Agency first obtaining approval from the State for any particular subcontractor. The State understands that the Local Agency may intend to perform some or all of the services required under this contract through a subcontractor. The Local Agency agrees not to assign rights or delegate duties under this contract [or subcontract any part of the performance required under the contract] without the express, written consent of the State; which shall not be unreasonably withheld. Except as herein otherwise provided, this agreement shall inure to the benefit of and be binding only upon the parties hereto and their respective successors and assigns. Section 21. Statewide Contract Management System If the maximum amount payable to Local Agency under this contract is $100,000 or greater, either on the Effective Date or at any time thereafter, this §Statewide Contract Management System applies. Local Agency agrees to be governed, and to abide, by the provisions of CRS §24-102-205, §24-102-206, §24-103- 601, §24-103.5-101 and §24-105-102 concerning the monitoring of Local Agency performance on state contracts and inclusion of contract performance information in a statewide contract management system. Local Agency's performance shall be subject to Evaluation and Review in accordance with the terms and conditions of this contract, State law, including CRS §24-103.5-101, and State Fiscal Rules, Policies and Guidance. Evaluation and Review of Local Agency's performance shall be part of the normal contract administration process and Local Agency's performance will be systematically recorded in the statewide contract Management System. Areas of Evaluation and Review shall include, but shall not be limited to quality, cost and timeliness. Collection of information relevant to the performance of Local Agency's obligations under this contract shall be determined by the specific requirements of such obligations and shall include factors tailored to match the requirements of Local Agency's obligations. Such performance information shall be entered into the statewide Contract Management System at intervals established herein and a final Evaluation, Review and Rating shall be rendered within 30 days of the end of the contract term. Local Agency shall be notified following each performance Evaluation and Review, and shall address or correct any identified problem in a timely manner and maintain work progress. Should the final performance Evaluation and Review determine that Local Agency demonstrated a gross failure to meet the performance measures established hereunder, the Executive Director of the Colorado Department of Personnel and Administration (Executive Director), upon request by the Department of Transportation, and showing of good cause, may debar Local Agency and prohibit Local Agency from bidding on future contracts. Local Agency may contest the final Evaluation, Review and Rating by: (a) filing rebuttal statements, which may result in either removal or correction of the evaluation (CRS §24-105-102(6)), or (b) under CRS §24-105-102(6), exercising the debarment protest and appeal rights provided in CRS §§24-109-106, 107, 201 or 202, which may result in the reversal of the debarment and reinstatement of Local Agency, by the Executive Director, upon showing of good cause. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Document Builder Generated Page 6 of 9 Rev. 3/31/2016 November 15, 2016 - Page 15 0 PO #: 471001032 Routing #: 17-HA3-ZH-00106 Section 22. Special Provisions These Special Provisions apply to all contracts except where noted in italics. 1. CONTROLLER'S APPROVAL. CRS §24-30-202(1). This Contract shall not be valid until it has been approved by the Colorado State Controller or designee. 2. FUND AVAILABILITY. CRS §24-30-202(5.5). Financial obligations of the State payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available. 3. GOVERNMENTAL IMMUNITY. No term or condition of this contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions, of the Colorado Governmental Immunity Act, CRS §24-10-101 et seq., or the Federal Tort Claims Act, 28 U.S.C. §§1346(b) and 2671 et seq., as applicable now or hereafter amended. 4. INDEPENDENT CONTRACTOR. Contractor shall perform its duties hereunder as an independent contractor and not as an employee. Neither Contractor nor any agent or employee of Contractor shall be deemed to be an agent or employee of the State. Contractor and its employees and agents are not entitled to unemployment insurance or workers compensation benefits through the State and the State shall not pay for or otherwise provide such coverage for Contractor or any of its agents or employees. Unemployment insurance benefits will be available to Contractor and its employees and agents only if such coverage is made available by Contractor or a third party. Contractor shall pay when due all applicable employment taxes and income taxes and local head taxes incurred pursuant to this contract. Contractor shall not have authorization, express or implied, to bind the State to any agreement, liability or understanding, except as expressly set forth herein. Contractor shall (a) provide and keep in force workers' compensation and unemployment compensation insurance in the amounts required by law, (b) provide proof thereof when requested by the State, and (c) be solely responsible for its acts and those of its employees and agents. 5. COMPLIANCE WITH LAW. Contractor shall strictly comply with all applicable federal and State laws, rules, and regulations in effect or hereafter established, including, without limitation, laws applicable to discrimination and unfair employment practices. 6. CHOICE OF LAW. Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this contract. Any provision included or incorporated herein by reference which conflicts with said laws, rules, and regulations shall be null and void. Any provision incorporated herein by reference which purports to negate this or any other Special Provision in whole or in part shall not be valid or enforceable or available in any action at law, whether by way of complaint, defense, or otherwise. Any provision rendered null and void by the operation of this provision shall not invalidate the remainder of this contract, to the extent capable of execution. 7. BINDING ARBITRATION PROHIBITED. The State of Colorado does not agree to binding arbitration by any extra judicial body or person. Any provision to the contrary in this contact or incorporated herein by reference shall be null and void. 8. SOFTWARE PIRACY PROHIBITION. Governor's Executive Order D 002 00. State or other public funds payable under this contract shall not be used for the acquisition, operation, or maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions. Contractor hereby certifies and warrants that, during the term of this contract and any extensions, Contractor has and shall maintain in place appropriate systems and controls to prevent such improper use of public funds. If the State determines that Contractor is in violation of this provision, the State may exercise any remedy available at law or in equity or under this contract, including, without limitation, immediate termination of this contract and any remedy consistent with federal copyright laws or applicable licensing restrictions. 9. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. CRS §§24-18-201 and 24-50-507. The signatories aver that to their knowledge, no employee of the State has any personal or beneficial interest whatsoever in the service or property described in this contract. Contractor has no interest and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of Contractor's services and Contractor shall not employ any person having such known interests. 10. VENDOR OFFSET. CRS §§24-30-202 (1) and 24-30-202.4. [Not Applicable to intergovernmental agreements] Subject to CRS §24-30-202.4 (3.5), the State Controller may withhold payment under the State's vendor offset intercept system for debts owed to State agencies for: (a) unpaid child support debts or child support Document Builder Generated Page 7 of 9 Rev. 3/31/2016 November 15, 2016 - Page 16 0 PO #: 471001032 Routing #: 17-HA3-ZH-00106 arrearages; (b) unpaid balances of tax, accrued interest, or other charges specified in CRS §39-21-101, et seq.; (c) unpaid loans due to the Student Loan Division of the Department of Higher Education; (d) amounts required to be paid to the Unemployment Compensation Fund; and (e) other unpaid debts owing to the State as a result of final agency determination or judicial action. 11. PUBLIC CONTRACTS FOR SERVICES. CRS §8-17.5-101. [Not Applicable to agreements relating to the offer, issuance, or sale of securities, investment advisory services or fund management services, sponsored projects, intergovernmental agreements, or information technology services or products and services] Contractor certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this contract and will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this contract, through participation in the E- Verfy Program or the Department program established pursuant to CRS §8-17.5-102(5)(c), Contractor shall not knowingly employ or contract with an illegal alien to perform work under this contract or enter into a contract with a subcontractor that fails to cert to Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this contract. Contractor (a) shall not use E-Veri Program or Department program procedures to undertake pre-employment screening of job applicants while this contract is being performed, (b) shall notes the subcontractor and the contracting State agency within three days if Contractor has actual knowledge that a subcontractor is employing or contracting with an illegal alien for work under this contract, (c) shall terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three days of receiving the notice, and (d) shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to CRS §8-17.5-102(5), by the Colorado Department of Labor and Employment. If Contractor participates in the Department program, Contractor shall deliver to the contracting State agency, Institution of Higher Education or political subdivision a written, notarized affirmation, affirming that Contractor has examined the legal work status of such employee, and shall comply with all of the other requirements of the Department program. If Contractor fails to comply with any requirement of this provision or CRS §8-17.5-101 et seq., the contracting State agency, institution of higher education or political subdivision may terminate this contract for breach and, if so terminated, Contractor shall be liable for damages. 12. PUBLIC CONTRACTS WITH NATURAL PERSONS. CRS §24-76.5-101. Contractor, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that he or she (a) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (b) shall comply with the provisions of CRS §24-76.5-101 et seq., and (c) has produced one form of identification required by CRS §24-76.5-103 prior to the effective date of this contract. Revised 1-1-09 THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK Document Builder Generated Page 8 of 9 Rev. 3/31/2016 November 15, 2016 - Page 17 0 PO #: 471001032 Routing #: 17-HA3-ZH-00106 Section 23. SIGNATURE PAGE THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT * Persons signing for The Local Agency hereby swear and affirm that they are authorized to act on The Local Agency's behalf and acknowledge that the State is relying on their representations to that effect. THE LOCAL AGENCY TOWN OF VAIL Name: By STATE OF COLORADO John W. Hickenlooper Department of Transportation (print name) Title: Date: Joshua Laipply, P.E., Chief Engineer (For) Shailen P. Bhatt, Executive Director (print title) *Signature Date: 2nd Local Agency Signature if needed Name: By STATE OF COLORADO LEGAL REVIEW Cynthia H. Coffman, Attorney General (print name) Title: (print title) Date: Signature — Assistant Attorney General *Signature Date: ALL AGREEMENTS REQUIRE APPROVAL BY THE STATE CONTROLLER CRS §24-30-202 requires the State Controller to approve all State Agreements. This Agreement is not valid until signed and dated below by the State Controller or delegate. The Local Agency is not authorized to begin performance until such time. If The Local Agency begins performing prior thereto, the State of Colorado is not obligated to pay The Local Agency for such performance or for any goods and/or services provided hereunder. STATE OF COLORADO STATE CONTROLLER Robert Jaros, CPA, MBA, JD By: Colorado Department of Transportation Date: Document Builder Generated Rev. 3/31/2016 Page 9 of 9 November 15, 2016 - Page 18 c Exhibit A, Scope of Work Town of VAIL, Department of Public Works Activity Name Units Flexible Pavement Patching/Minor Repairs Square Yard Rigid Pavement Patching/Minor Repairs Square Yard Snow Removal Et Traction Application (Sanding, Deicers) Mile (Plow Mile) Snow Removal - Special Equipment Labor Hours A. Maintenance services to be performed by the Town, at the State's expense, for the Highways described in this Scope of Work shall include the following services: • Snow Plow Operations (CDOT will not pay per §43-2-135 for hauling of snow) • Patching, making safe, repairing, spot reconditioning, spot stabilization and spot seal coating, including shoulders; and damage caused by ordinary - washouts. • Warning the State's representative of any "dangerous condition" (as that term is defined in §24- 10-103(1) C.R.S., as amended), and/or repairing that condition. • While performing maintenance work on the Highways and concurrently Inspecting State Highway signing and regulatory devices the Contractor shall notify the State's Region 3 Section 2 Maintenance Superintendent or a State representative as soon as any State Highway signing and regulatory devices are in need of repair. B. The Town shall also continue to perform, at its own expense, all activities/duties on the Highways that the Town is required to perform by §43-2-135 (1) (a) and (e), C.R.S., as amended, including, but not limited to: cutting weeds and grasses within the State's right of way; fence maintenance; cleaning of roadways, including storm sewer inlets and catch basins; cleaning of ditches; and repairing of drainage structures. The Contractor's performance of such services shall comply with the same standards that are currently used by the State for the State's performance of such services, for similar type highways with similar use, in that year, as determined by the State. The State's Region 3 Section 2 Maintenance Superintendent, or his representative, shall determine the then current applicable maintenance standards for the maintenance services. Any standards/directions provided by the State's representative to the Contractor concerning the maintenance services shall be in writing. C. The statements submitted by the Town for which payment is requested shall contain an adequate description of the type(s) and the quantity(ies) of the maintenance services performed, the date(s) of that performance, and on which specific sections of the Highways such services were performed, in accord with Maintenance Services Activity Codes noted in section B, as shown above. D. For Transparency as well as for Audit purposes, the following needs to be included in all billings submitted on a monthly basis. The statements submitted by the Town for which payment is requested shall contain an adequate description of the type(s) and the quantity(ies) of the maintenance services performed, the date(s) of that performance, and on which specific sections of the Highways (as noted above) such services were performed, in accord with standard Contractor billing standards. E. Monthly billing is based on service performed in each month; it is not based on equal billings. Some months may have no chargeable services, while others may be well over an average monthly amount. Exhibit A — Page 1 of 2 November 15, 2016 - Page 19 0 F. FY 17 of this Agreement shall be less than a full year and shall commence on the date of execution by the State Controller or designee (Effective Date). No work shall be performed by Local Agency before Effective Date nor shall any billings be submitted by Local Agency or any payments made to Local Agency before Effective Date. State Highways Miles Lane Miles 1-70 Frontage Road MP 172.2 - MP 180.3 Including: Fall Line Drive New Underpass Roadway 8.1 11.59 Total Mileage for Maintenance 11.59 Lane Miles Rate: $11,316.00 per mile X 11.59 lane miles = $131,152.00 Per Fiscal Year $131,152.00 per year X 5 years = $655,760.00 Total Contract Value Exhibit A — Page 2 of 2 November 15, 2016 - Page 20 0 Local Agency Ordinance or Resolution Exhibit B November 15, 2016 - Page 21 0 SAMPLE IGA OPTION LETTER Highway or Traffic Maintenance (This option has been created by the Office of the State Controller for CDOT use only) Date: State Fiscal Year: Option Letter No. Routing # Vendor name: 1) SUBJECT: Change in the amount of goods within current term. 2) REQUIRED PROVISIONS: In accordance with Section 17 of contract routing number insert FY, agency code & routing #, between the State of Colorado, Department of Transportation, and insert Local Agency name the state hereby exercises the option to an increase/decrease in the amount of goods/services at the same rate(s) specified in Exhibit A. The amount of the current Fiscal Year contract value (encumbrance) is increased/decreased by $ amount of change to satisfy services/goods ordered under the contract for the current fiscal year insert fiscal year. The Contract Encumbrance Amount in Recital 1 is hereby modified to $amount of new annual encumbrance, and Section 4, B, 1 shall also be modified to show the annual not to exceed amount to $amount of new annual encumbrance and the Contract (five-year term) not to exceed amount shall be modified to $amount of the new five-year maximum. The total contract value to include all previous amendments, option letters, etc. is $insert accumulated/total encumbrance amount. 3) EFFECTIVE DATE: The effective date of this Option Letter is upon approval of the State Controller or delegate, whichever is later. APPROVALS: State of Colorado: JOHN W. HICKENLOOPER, GOVERNOR By: Date: Timothy J. Harris, P.E., Chief Engineer, Colorado Department of Transportation ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTROLLER CRS §24-30-202 requires the State Controller to approve all State Contracts. This Contract is not valid until signed and dated below by the State Controller or delegate. Local Agency is not authorized to begin performance until such time. If Local Agency begins performing prior thereto, the State of Colorado is not obligated to pay Local Agency for such performance or for any goods and/or services provided hereunder. State Controller Robert Jaros, CPA, MBA, JD By: Date: Form date: August 16, 2013 Exhibit C — Page 1 of 1 November 15, 2016 - Page 22 0 ENCUMBRANCE LETTER Date: State Fiscal Year: Encumbrance Letter No. Routing #: Orig. IGA: P0: 1) Encumber fiscal year funding in the contract. 2) PROVISIONS: In accordance with Section 4 and Exhibit C of the original Contract routing number Orig Routing # between the State of Colorado, Department of Transportation, and Contractor's Name, covering the term July 1, Year through June 30, Year, the State hereby encumbers funds for the goods/services specified in the contract for fiscal year The amount to be encumbered by this Encumbrance Letter is $amount of change. The Total contract (encumbrance) amount, including all previous amendments, option letters, etc. is $Insert New $ Amt. 3) EFFECTIVE DATE. The effective date of this Encumbrance Letter is upon approval of the State Controller. STATE OF COLORADO John W. Hickenlooper, GOVERNOR Department of Transportation By: Joshua Laipply, P.E., Chief Engineer (For) Shailen Bhatt, Executive Director Date: ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER CRS §24-30-202 requires the State Controller to approve all State Contracts. This Contract is not valid until signed and dated below by the State Controller or delegate. Contractor is not authorized to begin performance until such time. If Contractor begins performing prior thereto, the State of Colorado is not obligated to pay Contractor for such performance or for any goods and/or services provided hereunder. STATE CONTROLLER Robert Jaros, CPA, MBA, JD By: Department of Transportation Date: Exhibit D — Page 1 of 1 November 15, 2016 - Page 23 0 TOWN Of9 VAIL TOWN COUNCIL AGENDA MEMO ITEM/TOPIC: Parking Update PRESENTER(S): Greg Hall, Public Works Director ACTION REQUESTED OF COUNCIL: Provide comment and input on the material presented. BACKGROUND: In August of 2016, the Town Council and Vail Resorts senior leadership agreed to meet with town staff to initiate joint discussions regarding parking to address operations as well as short term and long term outcomes. Today's presentation will be the second in a series of council sessions that will be used to provide the historical background and context to assist Town Council in assessing the town's parking policies and strategies now and into the future. Parking update to include: 1) Review a summary of the various studies conducted with regards to expansion of parking and the previous council direction, 2) Discussion of the $ 4.3 M committed by Vail Resorts for parking expansion and the associated obligations, 3) Parking and Transportation Task Force formation including representation, tasks and timelines. STAFF RECOMMENDATION: Provide comment and input on the material presented. ATTACHMENTS: Description Staff Memo Vail Resorts Parking Agreement Parking Supply Presentation November 15, 2016 - Page 24 0 TOWN OF VAlL Memorandum To: Town Council From: Greg Hall, Stan Zemler Date: November 15, 2016 Subject: Parking Update I. PURPOSE To provide the Town Council with a parking update to include: • Review a summary of the various studies conducted with regards to expansion of parking and the previous council direction • Discussion of the $4.3 million committed by Vail Resorts for parking expansion and the associated obligations • Parking and Transportation Task Force formation including representation, tasks and timelines 11. BACKGROUND Throughout its history, the Town of Vail has been responsible for addressing various parking challenges. As we've learned from the past and present, parking issues are dynamic and change over time. Today's presentation is the second in a series of council sessions to be used to provide a summary of various parking supply expansion studies conducted by the town over the years, a review of the committed $4.3 million by Vail Resorts for parking expansion and steps for reinstituting the Parking and Transportation Task Force. Beginning in 2010 and working into 2012, the Town Council conducted various sessions to discuss parking both short and long term. In August of 2012 the final Strategic Parking Plan memo was produced outlining the Town Council's direction on parking. This set Goals, Objectives and Policies as well as strategies both short term and longer term. In August of 2016, the Town Council and Vail Resorts senior leadership agreed to meet with town staff to initiate joint discussions regarding parking to address operations as well as short term and long term outcomes. November 15, 2016 - Page 25 0 III. 2012 STRATEGIC PARKING PLAN HIGHLIGHTS Current Goals • 15 days of South Frontage Road winter overflow parking • 15 days of South Frontage Road summer overflow parking • Increase the current public supply by 400 spaces based on 2007/2008 season numbers to meet an existing deficit to maintain 15 days of winter overflow parking. o As of 2012, the town and private sector successfully since 2008 have provided additional spaces to reduce the required number in 2012 to a 59 -199 public space deficit. o Today that deficit is at 300 spaces. • Over the next 10 years, some additional spaces are required to meet future demand, which is predicted to be 600 additional spaces above the initial 400 spaces over a 25 year period. • Efficiently manage the current supply of town parking spaces Current Parking Plan Policy Objectives • Service Core Markets o Customers and guests of commercial villages o Skiers o Employees • Manage the Yield — currently peak and non peak periods, as well as the relative value received is only associated with parking passes and only during the winter • Simplify the Product • Design Program so it is Revenue Neutral • Increase Safety Current Parking Plan Guidelines • Strongly encourage the use of transit, carpooling/vanpool • Recover transit enhancement costs through parking • Parking cost increases will be borne by parking • Encourage turnover of short term parking spaces • Pass prices reflect a relative value received based on the daily rate (i.e. season cost is based on 22 weeks at daily rate or discounted daily rate) • Strictly enforce parking violations Additional Parking Goals Town of Vail Page 2 November 15, 2016 - Page 26 0 • Continue management techniques to reduce the need to invest significant capital funds to increase the supply • Reduce the cost of managed parking • Create flexibility in the plan to easily adapt to changing conditions • Efficient use of existing parking supply • Increase the parking supply • Supply may move but don't diminish the total number of spaces available PARKING SUPPLY STRATEGIES This section will focus on the previous studies reviewed by the Town Council prior to settling on the following strategies. Attached for reference is a 2010 presentation on the various parking supply expansion opportunities reviewed by the town council. The estimated costs are in 2010 dollars and are in the range of 20-40% higher in today dollars. The town council adopted the following strategies based on their review and direction. 1. Secure use of the South Frontage Road for 15 days of both winter and summer use from CDOT and FHWA long term 2. At a minimum maintain the current supply of parking spaces • What o Spaces and lots currently used for parking should not be lost or the parking will need to be replaced elsewhere to maintain status quo Parking lost Golden Peak/Ford Park Valet as well as use of Arrabelle spaces for public use 3. Increase the supply of parking Vail Resorts • What o Vail Resorts to provide 150-200 spaces as an early action to Ever Vail ■ Define operations of spaces going forward Vail Resorts requested use of $4.3 M to pay for the improvements o Vail Resorts will provide a total of 400 spaces if Ever Vail is constructed Current status: Ever Vail is on hold o Once Ever Vail is built -out, there will be 200 additional spaces above all the development requirements at Ever Vail and 200 additional public parking spaces either at the Lionshead Parking Structure or Ever Vail See above Town of Vail Page 3 November 15, 2016 - Page 27 0 Town of Vail • What o Town of Vail provides additional surface parking spaces previously identified Town constructed 75 spaces on Frontage Road at Safeway o Town of Vail provides additional structured parking spaces previously identified Reviewed, however, based on demand, spaces were not warranted at the time o Town of Vail provides for an increase in additional parking spaces above the Ever Vail spaces provided at the Lionshead Parking Structure when an expansion occurs based on Ever Vail timing Ever Vail on hold o Town of Vail partners with potential projects to expand the availability of parking Initiated with the medical office building municipal project wasn't constructed Private Sector • What o Incentives are provided for participation of the private sector in providing spaces to the general public The Lion has 53 public spaces o Incentives are provided for the development of private sector owned and operated public or semi public parking spaces Requires zoning changes which were not pursued Ever Vail Update Because both Vail Resorts and the Town of Vail strategies were tied to Ever Vail being developed, a review of and the Ever Vail approvals and timing follows. The Lionshead Master Plan was amended to include the entire Ever Vail area on October 18, 2011 by Resolution Number 6 Series of 2011. The Ever Vail preliminary plan approval adopted on December 18, 2012 by Resolution Number 35 Series of 2012 has the following requirements in order to take effect. Failure to meet the final plat approval would also void Ordinance Numbers 7, 8 and 9 of 2011 which rezoned parcels to Lionshead Mixed Use 2, amended the Cascade SSD (Glen Lyon Office building parcel) and allowed the Ever Vail parcels be allowed to meet the core parking requirements of the Town Code. Lionshead Redevlopment Mater Plan Any proposed development plan submitted for approval for the Ever Vail site will be reviewed with regard to the requirements of and insuring conformance with the Lionshead Redevelopment Mater Plan. The changes by Resolution Number 6 Series of 2011 to the Lionshead Redevelopment Master Plan are highlighted as follows: Town of Vail Page 4 November 15, 2016 - Page 28 0 Chapter 4 Recommendations — Over All Study Area • Addition of three new view corridors and potentially a fourth over the water district; and • Update of the South Frontage Road relocation alternatives to depict the ability to do a complete realignment verse a partial realignment. Chapter 5 Detailed Plan Recommendations • Identification that West Lionshead is becoming Ever Vail; • Description of the proposed Ever Vail site and general elements of the project; • Further detail on the realignment of the South Frontage and provision for the Simba Run underpass; • Addition of clarity on vehicular access and circulation including protections for the ERWSD; • Addition of sub - section 5.17.3, providing detailed recommendation with regard to parking and 400 additional public parking spaces; • Addition of sub - section 5.17.4, providing detailed recommendations with regard to public transportation, including a transit facility; • Addition of sub - section 5.17.5, providing detail on the proposed gondola; • Further detail on the goals with regard to pedestrian and bike access; • Addition of sub - section 5.17.7, providing detailed recommendations for public spaces and plazas; • Further detail on the outcomes with regard to preservation of existing office and retail space; • Addition of sub - section 5.17.9, providing detailed recommendations for development pattern, program and uses; • Further detail on the goals with regard to the relationship of Ever Vail to Red Sandstone Creek and Gore Creek; • Addition of sub - section 5.17.11, providing detailed recommendations with regard to the provision of employee housing; • Addition of sub - section 5.17.12, providing detailed plan recommendations for height, setbacks, landscaping, and site coverage; • Further detail on the architectural goals of Ever Vail; • Addition of sub - section 5.17.14, providing detailed recommendations with regard to green building; • Deletion of the Detailed Plan Recommendations for the Glen Lyon Office Building and relocation of certain recommendations which are to be carried forward (ie. height); and • Further detail on the provision of access to ERWSD The specific Lionshead Master Plan language on parking as it relates to Ever Vail is as follows: 5.17.3 Parking Ever Vail shall be developed as a commercial core that includes mixed use development, pedestrian streets and plazas, direct access to transit options, bicycle and pedestrian connections and access to Vail Mountain. As a commercial core, Ever Vail should be incorporated into the Town's adopted commercial core parking areas, which Town of Vail Page 5 November 15, 2016 - Page 29 0 allow for reduced parking requirements due to proximity to mixed use development. Ever Vail shall meet the parking requirements of the Vail Town Code. The appropriate parking requirements for ski lifts and other potential land uses that do not have a specified parking requirement will be determined by the Planning and Environmental Commission. Section 2.4: Ground Rules for the Master Planning Process, states that there shall be no net loss of parking spaces now existing in Lionshead. Ever Vail must include parking spaces to offset displaced existing parking from the former gas station site and Maintenance Yard/ Holy Cross Site in accordance with section 4.8.1. These spaces are in addition to parking required by the Vail Town Code and any public parking spaces provided by Ever Vail. Without including parking spaces required for the proposed gondola, as determined by the Planning and Environmental Commission, if any, Ever Vail shall include an additional 400 public parking spaces, as identified in section 4.1.5: West Lionshead — Residential/Mixed Use Hub. These spaces will address long-term public parking needs, including the Town's goal to eliminate parking from the South Frontage Road as further detailed in Section 4.8.3.3b of this master plan. During development and phasing of Ever Vail, there will be periods of time when surface parking lots and staging areas may be necessary to meet skier parking and construction needs. Surface parking lots shall not be maintained as a long-term solution to meeting parking demand. The construction of a portion of the additional 400 parking spaces should be explored by Vail Resorts and the Town of Vail, within Lionshead, in conjunction with the Ever Vail development. Skier drop-off is an essential component of a successful ski portal. Skier drop-off at Ever Vail improves the guest's and local's experience. The transit facility in Ever Vail should accommodate 10 to 14 short-term or skier drop-off parking spaces. Short-term parking is a key aspect to community commercial uses, allowing customers to quickly and conveniently patronize establishments. Outside of skier drop-off and pick-up during peak periods, these spaces could be utilized as short-term parking serving the commercial uses in close proximity, such as the grocery store. Skier drop-off spaces are also envisioned in the parking structure on the west side of Ever Vail. Approximately 50 parking spaces should be available for short-term parking and skier drop-off when not in use for children's ski school activities, which traditionally occur one day per week in the winter. These short-term parking spaces, given their location approximately 500 feet from the gondola, would provide skier dropoff capacity in the event the short-term spaces in the transit facility are displaced due to expansion of bus activity. Condition of Approvals The following is the condition of Resolution Number 35 series of 2012. Section 4. Final Plat. a. The Final Plat for the Ever Vail Subdivision shall not be approved prior to the relocation of the Frontage Road and compliance with all applicable requirements of the Vail Town Code, including without limitation Section 13-3-14. b. Because the Town Council finds and determines that a reasonable time Town of Vail Page 6 November 15, 2016 - Page 30 0 for the relocation of the Frontage Road is eight years, the Preliminary Plan approval set forth in Section 3 hereof shall not expire until December 31, 2020, in lieu of the one-year expiration set forth in Section 13-3-6(A) of the Vail Town Code . Prior to December 31, 2020, the applicant shall obtain approval of the Final Plat for the Ever Vail Subdivision pursuant to Title 13 of the Vail Town Code, or the Preliminary Plan approval set forth in this resolution shall expire without any further action of the PEC or the Town Council. c. If the Final Plat is consistent with the Preliminary Plan, the final approval of the Final Plat shall be made by the Town Council, rather than the PEC, without the necessity of a formal appeal by the Town Council pursuant to Section 13-3- 10 of the Vail Town Code. The Town Council's consideration of the Final Plat shall occur at a public hearing, and no hearing before the PEC shall be required. The criteria for approval of the Final Plat shall be as set forth in Section 13-3-7 of the Vail Town Code. d. If the Final Plat is inconsistent with the Preliminary Plan, the Final Plat shall be submitted to the PEC first, pursuant to Section 13-3-9 of the Vail Town Code, and the PEC shall make a recommendation to the Town Council. The Town Council shall consider the Final Plat without the necessity of a formal appeal pursuant to Section13-3-10 of the Vail Town Code. The Vail Town Council's consideration of the Final Plat shall occur at a public hearing, and the criteria for approval of the Final Plat shall be as set forth in Section 13-3-7 of the Vail Town Code. IV. VAIL RESORTS PARKING CAPITAL INVESTMENT AGREEMENT $4.3M As part of the Vail conference center discussions of the early 2000's Vail Resorts committed $4.3 million in exchange for taking the Vail Resorts maintenance facility out of consideration as a site for a Vail Conference Center site. The commitment was memorialized in 2004 with the development of the Gore Creek Townhomes and subsequently amended to the Vail Resorts Core Site. The following is the specific agreement language with regard to the commitment. The full agreement is attached as well. 1. Capital Investment in Parking. Subject to the following terms and conditions, Vail Associates agrees to make or cause the making of a capital investment in public parking in the Town of Vail in the amount of $4,300,000, (the "Parking Investment'). This obligation to make the Parking Investment will apply only (i) to the establishment of new permanent public parking facilities in the Town that are owned by the Town and that act as an increment to the inventory of public parking facilities presently available in the Town, or alternatively (ii)to other means of augmenting the Town's public parking supply that may be acceptable to and approved in writing by Vail Associates in its discretion (the parking provided under clause (i)or clause (11), as applicable, being referred to hereinafter as the "Requisite Parking Increment'). If the Town is to provide the Requisite Parking Increment pursuant to new permanent facilities under clause (i) above, then the schematic design plans therefor (the "Parking Plans") will be subject to the prior written approval of Vail Associates, not to be unreasonably withheld. Vail Associates agrees Town of Vail Page 7 November 15, 2016 - Page 31 0 that it will fund the Parking Investment in hand to the Town within thirty (30) days after satisfaction of the following conditions, with such satisfaction to be reasonably substantiated to Vail Associates: a) The Town has entered into bona fide binding construction contracts or other agreements, made on an arm's length basis with third parties, for the provision of the Requisite Parking Increment in accordance with the approved Parking Plans; b) Those applicable construction contracts or agreements expressly establish payment and funding obligations of the Town ( the "Project Costs") in furtherance of providing the Requisite Parking Increment in amounts that on their face equal or exceed $4,300,000; and c) On-site construction or other work for furnishing the Requisite Parking Increment ( the "Parking Project') has actually been commenced ("Project Commencement'). 2. Diligent Completion. Following the Project Commencement and the funding of the Parking Investment, the Town will cause the Parking Project to be diligently prosecuted and completed in accordance with the approved Parking Plans and the governing construction contracts or agreements, such that it maybe lawfully used for its intended purposes V. PARKING AND TRANSPORTATION TASK FORCE The Vail Parking and Transportation Task Force has been instituted by various town council's over the years to assist the town with parking and transportation operations. It has also served as a required oversight committee regarding various agreements as well as various Forest Service approvals for Vail Mountain over the last 30 years. The make-up of the task force has varied depending on the topics where input has been sought. Generally, the advisory group has included Town Council and Senior Vail Resorts representation, merchant and restaurant representation from both Villages, citizen at large representation and the Town Manager's office. Other representation has included Eagle County, CDOT and the USFS at various times. There is staff support from the Public Works and Transportation Department, Police Department, Community Development Department, Community Information, Vail Resorts Operations and ECO Transit. Typically the role of the task force has been to understand parking data, issues and trends and to review the data and issues in depth to make recommendations to the Town Council regarding various parking, traffic and transit operations with regard to the winter season. Other roles over the years have included recommending physical improvement implementation, input on significant transportation improvements as well as providing input on master plan updates with regard to transportation. Town of Vail Page 8 November 15, 2016 - Page 32 0 It is recommended the Parking and Transportation Task Force be reinstituted to review and provide input and recommendations to the Vail Town Council on the following topics: parking operations, transit operations and traffic operations focusing on both the winter and summer winter seasons. The direction of the task force should be to meet the goals and objectives of the parking plan as well as using the transportation master plan as guidance with regard to recommendations put forward. Input on the recommendations should be vetted in a public setting. The task force is advisory while decision-making authority lies with the Vail Town Council. The make-up of the task force is recommended to include the following: - -2 Vail Council members - -2 representatives of Vail Resorts Senior Leadership Team - -2 representatives of the restaurant community - -2 representatives of the merchant community - -1 representative from lodging In selecting the above representatives, it is important to have geographical representation from both Villages as well as West Vail - -1 representative from community at -large In the past, the task force appointments have been made by the mayor and staff recommends this process continue. Support will be provided by the above mentioned town departments, various Vail Resorts departments, support from the Vail Chamber and Business Association, other major large employers and large parking supply owners such as the hospital, schools or private sector as well as ECO Transit, CDOT and USFS. Meetings would be publicly noticed with a public input item included on all agendas. The meetings would be chaired by one of the Town Council representatives. Recommendations would be forwarded to the Town Council by a majority of a quorum. Parking Strategies identified in the 2012 Parking Strategic Plan which should be addressed by the Parking Task Force would include the following: 4. Parking Operation policies should be reflective of both short term and long term strategic goals Use of Parking Task Force previously worked on these issues but was discontinued • What o Ensure maximum use of spaces Both structures are required to fill before overflow situation occurs both winter and summer Town of Vail Page 9 November 15, 2016 - Page 33 0 o Encourage carpooling and use of transit which reduces demand During the 2015 winter season, this was encouraged and van pool passes were issued for both construction and hospital employees o If the demand exceeds the supply manage the demand down This is where the situation exists today and should be implemented o If supply exceeds the demand relax the demand but not to the point of exceeding the supply o The parking spaces are in demand by many interests. Balance the use and availability of the spaces to achieve the town's desired outcomes for each user group Do not have the tools to manage in the summer 5. Summer parking management • What o Currently only Ford Park is managed o Difficult to achieve behavior changes on a volunteer basis o Vail Resorts announced Epic Discover Summer programs which will put pressure on the summer demand o Currently summer overflow exceeds winter overflow Little interest to pursue besides this summer 6. Manage Overflow Parking situation • What o Manage overflow when Vail Village and Lionshead Structures fill both winter and summer Ongoing front line meetings with Town of Vail, Vail Resorts and special events o Improve the overflow experience of users Town internal working group and both management and physical improvements suggestions o Limit the extent of overflow supply Can't without restricting parking after the supply is exceeded on the largest days both winter and summer o Determine if additional 3 day or less limited overflow areas are to be established such as west of Donovan Park We are seeing more extreme days each year should be reviewed above 7. Manage the oversize vehicle parking • What o The Lionshead oversize vehicle lot is the only area available for larger vehicles, alternative locations may be needed in the future to accommodate the demand Hasn't been needed without pending project to remove the area VI. NEXT SESSION Town of Vail Page 10 November 15, 2016 - Page 34 0 The next town council session will focus on the following topics: • State of the resort industry regarding parking management operations • Best Practices of parking management • Future Trends in parking and Transportation VII. ATTACHMENTS a. AMENDED AND RESTATED PARKING CAPITAL INVESTMENT AGREEEMENT b. 2010 PARKING SUPPLY STUDY PRESENTATION Town of Vail Page 11 November 15, 2016 - Page 35 0 • • AMENDED AND RESTATED PARKING CAPITAL INVESTMENT AGREEMENT THIS AMENDED AND RESTATED PARKING CPITAL INVESTMENT AGREEMENT (this "Agreement") is made effective as of the day of 2005, by and between THE VAIL CORPORATION, D/B/A V IL ASSOCIA S, C., a Colorado corporation ("Vail Associates"), and the TOWN OF VAIL, a municipal corporation duly organized and existing under and by virtue of the laws of the State of Colorado (the "Town"). RECITALS A. Vail Associates is the owner of certain real property in the Lionshead area of the Town of Vail, Eagle County, Colorado, which is commonly referred to as the "Core" site and which is legally described on Exhibit A attached hereto (the "Core Property"). Vail Associates has secured approvals from the Town's Planning and Environmental Commission and other Town agencies of certain design and development plans (the "Core Design Approvals") for the development of a mixed-use real estate project, including hotel/lodge and residential condominium uses and certain commercial, public and recreational uses, to be located within the Core Property, and presently intended to be developed under the trade name "Arrabelle at Vail Square" (the "Core Project"). B. The parties mutually acknowledge and agree that as a requisite part of and as a remaining Town requirement for the rendering of the Core Design Approvals, and as a condition to Vail Associates' right and ability to undertake the Core Project, Vail Associates must undertake certain obligations to make a capital investment in additional public parking facilities for the Town of Vail, which undertaking shall be in accordance with and subject to the terms of this Agreement. But for the making of this Agreement, Vail Associates would not be eligible to secure the remaining building permit and other construction approvals from the Town that are requisite to proceeding with the Core Project. This development requirement has arisen in part because the parties have mutually determined, as a more appropriate allocation, to attribute the parking capital investment undertaking to the Core Project in lieu of the Gore Creek Project (as defined in the Original Agreement, which in turn is hereinafter defined). It is mutually intended that Vail Associates' capital investment in this regard be applied efficiently to maximize the resulting community benefit by the enhancement of public parking. NOW, THEREFORE, in consideration of the above premises and the mutual covenants and agreements set forth herein, the parties agree as follows: 1. Capital Investment in Parking. Subject to the following terms and conditions, Vail Associates agrees to make or cause the making of a capital investment in public parking in the Town of Vail in the amount of $4,300,000 (the "Parking Investment"). This obligation to make the Parking Investment will apply only (i) to the establishment of new permanent public parking facilities in the Town that are owned by the Town and that act as an increment to the inventory of public parking facilities presently available in the Town, or alternatively (ii) to other means of augmenting the Town's public parking supply that may be i 1111 IIIIIUIIIIIII iIl i November 15, 2016 - Page 36 0 acceptable to and approved in writing by Vail Associates in its discretion (the parking provided under clause (i) or clause (ii), as applicable, being referred to hereinafter as the "Requisite Parking Increment"). If the Town is to provide the Requisite Parking Increment pursuant to new permanent facilities under clause (i) above, then the schematic design plans therefor (the "Parking Plans") will be subject to the prior written approval of Vail Associates, not to be unreasonably withheld. Vail Associates agrees that it will fund the Parking Investment in hand to the Town within thirty (30) days after satisfaction of the following conditions, with such satisfaction to be reasonably substantiated to Vail Associates: (a) The Town has entered into bona fide binding construction contracts or other agreements, made on an arm's-length basis with third parties, for the provision of the Requisite Parking Increment in accordance with the approved Parking Plans; (b) Those applicable construction contracts or agreements expressly establish payment and funding obligations of the Town (the "Project Costs") in furtherance of providing the Requisite Parking Increment in amounts that on their face equal or exceed $4,300,000; and (c) On-site construction or other work for furnishing the Requisite Parking Increment (the "Parking Project") has actually been commenced ("Project Commencement"). Vail Associates' obligations hereunder are not conditioned upon its actual undertaking of the Core Project. 2. Diligent Completion. Following the Project Commencement and the funding of the Parking Investment, the Town will cause the Parking Project to be diligently prosecuted and completed in accordance with the approved Parking Plans and the governing construction contracts or agreements, such that it may be lawfully used for its intended purposes. 3. Remedies. This Agreement may be enforced by any remedies available at law or equity, including, without limitation, the recovery of damages and, where appropriate, injunctive relief to compel performance. All remedies shall be cumulative with and non- exclusive of one another, and may be pursued successively or concurrently, and the exercise of any one remedy shall not be construed as an election to the bar of any other remedy. However, neither party shall be entitled to recover lost profits, or consequential or punitive damages. 4. Notices; Business Days. Any notice required or permitted under the terms of this Agreement shall be in writing, may be given by the parties hereto or such parties' respective legal counsel, and shall be deemed given and received (i) when hand delivered to the intended recipient, by whatever means; (ii) three (3) business days after the same is deposited in the United States mails, with adequate postage prepaid, and sent by registered or certified mail, with return receipt requested; (iii) one (1) business day after the same is deposited with an overnight courier service of national or international reputation having a delivery area encompassing the address of the intended recipient, with the delivery charges prepaid; or (iv) when received via facsimile on the intended recipient's facsimile facilities accessed by the 647291.2 2 November 15, 2016 - Page 37 0 c • applicable telephone number set forth below (provided such facsimile delivery and receipt is confirmed on the facsimile facilities of the noticing party). Any notice under clause (i), (ii) or (iii) above shall be delivered or mailed, as the case may be, to the appropriate address set forth below: If to Vail Associates: c/o Vail Resorts Development Company Post Office Box 959 137 Benchmark Road Avon, Colorado 81620 Attention: Jack Hunn, Vice President of Design and Construction Fax No.: (970) 845-2555 Phone: (970) 845-2359 with a copy to: c/o Vail Resorts Development Company Legal Department Post Office Box 959 137 Benchmark Road Avon, Colorado 81620 Attention: Kursten Canada, Esq. Fax No.: (970) 845-2555 If to Town: Town of Vail 75 S. Frontage Road Vail, Colorado 81657 Attention: Town Manager Fax No.: (970) 479-2157 with a copy to: Town of Vail 75 S. Frontage Road Vail, Colorado 81657 Attention: Town Attorney Fax No.: (970) 479-2157 Either party may change its addresses and/or fax numbers for notices pursuant to a written notice which is given in accordance with the terms hereof. As used herein, the term "business day" shall mean any day other than a Saturday, a Sunday, or a legal holiday for which U.S. mail service is not provided. Whenever any date or the expiration of any period specified under this Agreement falls on a day other than a business day, then such date or period shall be deemed extended to the next succeeding business day thereafter. 647291.2 3 November 15, 2016 - Page 38 0 L 5. Severability. In the event any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future laws, the legality, validity and enforceability of the remaining provisions in this Agreement shall not be affected thereby, and in lieu of the affected provision there shall be deemed added to this Agreement a substitute provision that is legal, valid and enforceable and that is as similar as possible in content to the affected provision. It is generally intended by the parties that this Agreement and its separate provisions be enforceable to the fullest extent permitted by law. 6. Entire Agreement. This Agreement and the other contracts or agreements specifically referred to herein represent 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; without limitation on the generality of the foregoing, this Agreement shall supercede and reinstate in its entirety the Parking Capital Investment Agreement dated as of November 8, 2004, between Vail Associates and the Town (the "Original Agreement"), which is hereby terminated and of no further force or effect. 7. Rules of Construction. The headings which appear in this Agreement are for purposes of convenience and reference and are not in any sense to be construed as modifying the paragraphs in which they appear. Each party hereto acknowledges that it has had full and fair opportunity to review, make comment upon, and negotiate the terms and provisions of this Agreement, and if there arise any ambiguities in the provisions hereof or any other circumstances which necessitate judicial interpretation of such provisions, the parties mutually agree that the provisions shall not be construed against the drafting party, and waive any rule of law which would otherwise require interpretation or construction against the interests of the drafting party. References herein to the singular shall include the plural, and to the plural shall include the singular, and any reference to any one gender shall be deemed to include and be applicable to all genders. The titles of the paragraphs in this Agreement are for convenience of reference only and are not intended in any way to define, limit or prescribe the scope or intent of this Agreement. 8. Town Council Approval. This Agreement shall not become effective until the Town Council's adoption and approval of this Agreement by resolution. As part of that resolution, the Town Council will designate and authorize the Town Manager to execute and deliver this Agreement on behalf of the Town. The effective date of this Agreement shall be the date upon which this Agreement has been executed and delivered by Vail Associates and so executed as set forth above by the Town Manager. 9. Waivers and Amendments. 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. No modification or amendment to this Agreement shall have any force or effect unless embodied in an amendatory or other agreement executed by Vail Associates and the Town, with the Town's execution to be authorized by Town Council ordinance or resolution, as applicable. However, if, on behalf of the Town, the Town Manager, after consultation with the Director of Community Development, determines that any proposed amendment or modification constitutes a minor change, then the Town Manager shall have the unilateral power and authority to execute and deliver such amendment or modification on behalf of the Town and to bind the Town thereby. In any event 647291.2 4 November 15, 2016 - Page 39 0 c • • the Town Manager will have the unilateral power and authority to furnish any estoppel certificates, approvals, confirmations of whole or partial termination, or other documents or communications contemplated by the provisions of this Agreement. 10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. 11. Additional Assurances. 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. 12. No Third Party Beneficiary. Except for the corporate affiliates of Vail Associates, who are expressly intended to be third -party beneficiaries of Vail Associates' rights hereunder, no third party is intended to or shall be a beneficiary of this Agreement, nor shall any such third party have any rights to enforce this Agreement in any respect. 13. Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original, and which together shall constitute one and the same agreement. 14. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of Vail Associates and the Town and their respective successors and assigns. This Agreement shall not run with the land as a burden to the ownership of the Core Property. 15. No Joint Venture or Partnership. No form of joint venture or partnership exists between the Town and Vail Associates, and nothing contained in this Agreement shall be construed as making the Town and Vail Associates joint venturers or partners. 16. Attorneys' Fees. In the event any legal proceeding arises out of the subject matter of this Agreement and is prosecuted to final judgment, the prevailing party shall be entitled to recover from the other all of the prevailing party's costs and expenses incurred in connection therewith, including reasonable attorneys' fees (and the presiding court will be bound to make this award). [Balance of page intentionally left blank] 647291.2 5 November 15, 2016 - Page 40 0 • • IN WITNESS WHEREOF, the Town and Vail Associates have made this Parking Capital Investment Agreement as of the day, month and year first above written. ATTEST: ele Donaldson, Town Clerk TOWN: TOWN OF VAIL, a municipal corporation duly organized and existing by virtue of the laws of the State of Colorado By: Name: `Sacflej� Zemler Title: Town Manager [Signature blocks continue on following page] 647291.2 6 November 15, 2016 - Page 41 0 • • VAIL ASSOCIATES: THE VAIL CORPORATION D/B/A VAIL ASSOCIATES, INC., a Colorado corporation By: Name: ',1-712 t/3- , '/4-(7/ Title: 5470 647291.2 7 November 15, 2016 - Page 42 0 • • EXHIBIT A Legal Description of Core Property Lot 4, Block 1, and Tract D, Vail/Lionshead First Filing, according to the plat recorded May 10, 1970, in Book 217 at Page 675; Tract C, Vail/Lionshead First Filing, according to the plat recorded May 10, 1970, in Book 217 at Page 675, but excluding therefrom those portions conveyed to the Town of Vail in deeds recorded in Book 560 at Page 180 and in Book 389 at Page 502; together with any further portions of said Tract C hereafter acquired of record by Vail Associates; Tract C, Vail/Lionshead Third Filing, according to the plat recorded October 15, 1971, in Book 221 at Page 992, but excluding therefrom that portion conveyed to the Town of Vail in deed recorded in Book 560 at Page 180, and excepting portions thereof included within Concert Hall Plaza Condominiums according to the Condominium Map recorded in Book 286 at Page 698; together with any further portions of said Tract C hereafter acquired of record by Vail Associates; and Lot 2, Block 1, Tract G and Tract H, Vail/Lionshead Third Filing, according to the plat recorded October 15, 1971 in Book 221 at Page 992; County of Eagle, State of Colorado. 647291.2 A-1 November 15, 2016 - Page 43 0 PARKING - GOALS & OUTCOMES FOR TODAY • Review background data • Review pros and cons of the options • Recommended Strategy • Next Steps November 15, 2016 - Page 44 of 72 PARKING WHAT ARE THE ISSUES? • Parking demand exceeds supply goals - 15 days in winter - 3 days in summer • Need to make progress toward a parking solution to meet CDOT deadline of Sept. 2010. • Peak parking creates - Overall guest experience issues with availability and convenience near desired destination - Safety concerns - Vail appears full • Solution needs to serve Core markets - Vail Village, Lionshead Village and Ford Park Customers - Skiers - Employees • Permanent solutions are expensive November 15, 2016 - Page 45 of 72 Parking Public Supply VAILPUBLIC PARKING INVENTORY TOTAL PUBLIC TOTAL PGB9ISI SPACES WITH OVERFLOW: 4326 L WITH EXTREME OVERFLOW: 8491 212/2/10 MI.----- :Sr.NOMr_l ,_i_i e� --"Z'' t_-v�: r: it �� Vail E7.![ Ho .77 111 "I-��+xi.''4•=a+ ^\ %am f`.- ` - oi. f,I 71/ .N, 1 sn"' se ✓"�rr- 1 0 "ryf sresn -,1-2,,,,,,:N....,. 'tV '-'7'. it T _--1,-5.-i7.-i-,1:. macw 'ru'�c r 41 iLast k c ii Vali ILII\ .. }�31. r l :�sl r.ii :\ F..-.: rvk ::J itfyi ` „I fr r 1. x@gyp': " _ ` — +1 - 7r 1I Q=:---2 1� _ f Irr.::mo It r. 7nld.n 'c:k _ `-7!)� , \• Vail • PARKING STA. 2345 PARK LOTS 164 - TRAIL HEAD 73 FRONTAGE RD PERMIT 220 — FRONTAGE RD OVERFLOW 1E20 LH- LIQNSHEAD 1112 A- STEPHENS 12 1 -NORTH TRAIL 12 WEST' OF WV RDABT 100 WEST OF DONOVAN PARK 150 VV- VAIL VILLAGE 1.233 —DONOVAN 120 2-BUFFBHRCREEK 5 SAFEWAY 80 CASCADEIDVRCURVE 150 C- RED SANDSTONE 13 3REDSANDSI'ONE i MIDDLE CREEK 40 VR CURVE TOHELIPAD 80 TOWN LOTS 900 0- BILK 18 4- SPRADDLE CREEK 12 MV RDABT TO VVD 90 I-WENDY'S LOT 75 5— EAST VAIL DUI 18 FEONTA�EDE SNE VVD TO FORD PARK 140 OVIIRFPLOW 1123 11- MUNICIPAL BLDG. 45 6—BIGHORN 15 FORD PARK TO PIJLIS BRIDGE 1.00 WV RDABT TO INTMtMTN 300 III- SOCCERFIELD 65 POLES BRIDGE TOASPEN ANE 440 BALD MTN RD TO EAST IV -FORD PARK 250 VAS. INTERCHANGE 275 V- GOLF COURSE 65 EAST VAIL INTER -CHANGE TO MAIN GORE (BO7731)D130 680 November 15, 2016 - Page 46 of 72 Parking Private Supply VAIL PRIVATE PARKING INVENTORY =rano Ji? EAT! tio.11.1 :0 P.:2 F4Dr.h • PRIVATZ PARKING 1- CASCADEPARKINO 2- ABIABELLE PARKING CLUB 3- SOLARIS PARKING (300 TOTAL) 4- VAIL VILLAGE CLUB 5- FOUNDERS PAREINO d- GOLD PEAK 7- MANOR ',AUL 1E0 100. so 100 100 190 40 LiDJI F.iF No. Th ME Vail VAIL REOORTS IMPLOYIE LOTS 311 A- VR HOLY CROSS/ 225 MAR9TENANCE LOT 50 B- NORTH DAY LOT 105 —77 r IEM — 6.2.1,11 LfJ • 71' .e4,111,1 November 15, 2016 - Page 47 of 72 Parking Park n Ride Locations Park n rides Served by Eco and available for Carpooling • Dowd Junction /Forest Service • West Lot Beaver Creek • Freedom Park Edwards • Wolcott Exit • Eagle Park n Ride • Eagle Airport • Eagle Valley High School • Gypsum interchange proposed park n ride • Leadville Park n rides for carpooling • West Glenwood Spring • Dinosaur Lot Morrison Exit • Frisco Transit Center • Frisco Exit 200 • Copper Mountain November 15, 2016 - Page 48 of 72 Parking Demand Curve of unmanaged spaces Number of cars 1200 1000 800 600 400 200 0 Total number of cars in town ungated lots including all frontage roads 15 TH BUSIEST (DESIGN DAY) 1 6 11 16 21 26 31 36 41 46 51 56 61 66 71 76 81 86 91 96 101 106 111 116 121 Day rank t 2009-2010 } 2008-2009 November 15, 2016 - Page 49 of 72 I Parking Demand curve frontage road parking 1600 1400 1200 I 1000 800 600 400 200 South Frontage Road Overflow Parking 1 3 5 7 9 11 13 15 17 19 21 23 25 27 29 31 33 35 37 39 41 43 45 Ranking of Day November 15, 2016 - Page 50 of 72 X2000/2001 2001/2002 2002/2003 2003/2004 —I-2004/2005 —0-2005/2006 X2006/2007 2007/2008 2008/2009 2009/2010 15TH BUSIEST (DESIGN DAY) _.._ rc - r TIT _,. .. r7r„r-r.r...r. 1 3 5 7 9 11 13 15 17 19 21 23 25 27 29 31 33 35 37 39 41 43 45 Ranking of Day November 15, 2016 - Page 50 of 72 X2000/2001 2001/2002 2002/2003 2003/2004 —I-2004/2005 —0-2005/2006 X2006/2007 2007/2008 2008/2009 2009/2010 1 Parking Need Changes in the supply and demand This coming ski season Supply changes • Gain Solaris/Loose Wendy's • Gain Holy Cross Lot/Loose North Day Lot Supply management changes • Better utilization of existing structured spaces Demand changes • Gain employees from three big projects • Loose construction employee demand Net result approximately 50 - 100 more spaces this coming winter on peak days This next year is a transition year November 15, 2016 - Page 51 of 72 Parking Need • 400 spaces now to get back to 15 days • Some additional increment to adjust for variances in demand and immediate growth • Eventual a total of 1000 spaces long term (20 plus years) to allow for growth and flexibility with future parking needs November 15, 2016 - Page 52 of 72 PARKING THE DATA SAYS.... • 2:1 residents want to access Vail through Vail Village • 55 % of parker intercept surveyed want to access Vail through Vail Village • Winter and summer special events occur in Vail Village • Vail Village structure fills twice as much as Lionshead • We overflow based on demand from the east more so than demand from the west • Provide parking choices to the customer, allowing demand to spread out based on customer preferences November 15, 2016 - Page 53 of 72 Parking The lay of the land O )4 Po -0 6(�sDb5Jp p� Llarubead Retail Exi0In9: 150.0000 Total Fukt 250.0000 <� a b �.9 9210 • Llonshead LIR Access Existing: -4890 Frmu8. -44% commis LIR Aaosss E...9: -4% Future: -43% Vail Parking/Retail/Access Distribution Cascade West e0 ha = Gold Peak Lia.l:anahmtl j Veil Village 1200 Parkln9 1300 360,000 Commercial SF 350,000 15% Skiable Terrain 85% 52% Ext. LIR mar Access 48% 57% Fut. LH Mtn_ Access 43% Gold Peak LIR Assam O1la030: -47% Future: -16% November 15, 2016 - Page 54 of 72 PARKING The Criteria... • A net increase of at least 400 spaces • Best upfront and operating costs • Best potential revenue gain/least loss • Scalability & Phasing • Solves other existing problem • Economic viability improved • Other uses benefit from an investment in this location long-term • Location to customer desires, needs, and purposes and weighed accordingly to guest demographics • What else is impacted & does the solution create a domino effect? • How much of the outcome do we control & not control? • What are the long-term impacts to Town finances — income/expenses and capital loss opportunities • Good money after bad — a bandaid solution? November 15, 2016 - Page 55 of 72 Parking Solution Objective Net new parking 400 spaces Low cost per space to Town Improves the guest experience Use of multiple funding sources November 15, 2016 - Page 56 of 72 Ford Park Structured Solutions Eastern Solution 554 net new spaces at a cost of $ 54.0 million. Center Solution 498 net new spaces at a cost of $ 30-38.1 million. Western solution 411 net new spaces at a cost of $45.6 million. November 15, 2016 - Page 57 of 72 Ford Park Surface Solutions These solutions ranged from - 369 net new spaces for $ 18.5 million - 286 net new spaces for $ 18.3 million - 278 net new spaces for $ 18.2 million - 183 net new spaces for $ 17.2 million November 15, 2016 - Page 58 of 72 Lionshead Structured Solutions Addition to existing structure - 200 net new spaces for $ 18.1-22.5 million - 388 net new spaces for $ 38.5 million New addition to the east - 370 net new spaces for $ 28.2-32.7 million - 450 net new spaces for $ 36.2 million November 15, 2016 - Page 59 of 72 North Frontage Road Solutions Arosa to Chamonix Lane - 53 spaces for $ 282,000 Chamonix Lane to West Vail Roundabout - 75 spaces for $ 516,000 or - 131 spaces for $ 930,000 West Vail Roundabout to Zermatt lane - 68 spaces on south side for $ 250,000 - 31 spaces on the north side for $ 500,000 Middle Creek - 52 spaces for $ 191,000 November 15, 2016 - Page 60 of 72 South Frontage Road Solutions All the roadway sections combined Vail Cascade to town shop entrance - 376 spaces for $ 13.1 million November 15, 2016 - Page 61 of 72 EverVail 400 proposed public parking spaces This alternative will be evaluated during the current entitlement process November 15, 2016 - Page 62 of 72 OPTION #1 Ford Park Surface Pros: • Most spaces for $ spent • Creates more net parking immediately • Location — "summer" and "winter special events" • Can use RETT dollars • Some $$ currently budgeted • Fits Ford Park Master plan intent (no new structures) • Preserves future opportunities at Ford Park as well as Lionshead • Construction impacts could be contained within off-seasons • Could begin in April, 2011 • Lower operating costs • Better return on investment • Could be a guest amenity dropping guests near the lifts Cons: • Location winter • Will need frequent shuttle schedule • Requires relocation of tennis facilities • Less revenue than a full parking garage • May encourage/increase traffic • Option uses CDOT property, which will come with issues • Changes snow removal priorities November 15, 2016 - Page 63 of 72 OPTION #2 Lionshead Parking Structure Expansion Pros: • Adds to Vail standard for skier parking. • Able to us TIF $$$ • No CDOT issues involved • Ability to set up a reserve of parking at Lionshead for future use • Pushes guest through retail portal Cons: • Winter Only — adds more of the same (turning cars to where they don't want to be) • Impacts future uses • Construction impacts are greater — loss of summer parking and early winter parking for one season. • High operational costs • Building over 30 years old structure that has 30 years left • EverVail comes into play • High construction costs • Return on investment is poor November 15, 2016 - Page 64 of 72 OPTION #3 West Vail Frontage Roads Pros: • Could be built in first • Demonstrates progress to resolve CDOT issues • Net parking increases • Makes existing spaces safer which increases guest experience • Buys time- allows Town to see impacts from the completion of construction/development projects • Smaller investment now • Use 7 days/week • Potentially frees up traffic out of Main Vail and improve 1-70 interchange operations. • Maybe allowed under Federal guidelines • Known user patterns • W Vail marr_hantc like arlrlitinnal Cons: • No return on investment unless Town charges or sells a seasonal pass • Impacts bus service • Adds even more "free" parking which impacts parking revenue • Location — Convenience — Predictability (first come/first serve) • Uses CDOT property for our solutions • Gives a "truck stop" look appearance • Loose parking during pass closures to overflow truck parking • Re -prioritizes snow removal operations • School bus stop & skier stop shared — increases this use 7 days a week vs non school days November 15, 2016 - Page 65 of 72 Recommendation Frontage Roads West Vail and Middle Creek and Ford Park Surface Option which provides: • Summer and winter parking • Improvements to Ford Park • Adds or formalizes up to 528 spaces for $ 19.6 million • Could be a mix of revenue and non revenue spaces • Less operational costs to the Town • Flexibility, preserves sites for future uses • Evervail to be reviewed on its on merits • Preserves 317 overflow spaces closer in • Concentrates frontage road parking away from village entrances • Financially achievable November 15, 2016 - Page 66 of 72 Next Steps • Evaluate tennis center relocation/golf course options -August • Evaluate the various Ford Park surface options and review impacts, phasing and enhancements for the park- August • Conduct Public input for each of the segment of the solution, Ford Park, Vail Golf Course and West Vail Frontage Roads- August • Meet with CDOT and FHWA to discuss options at Ford Park and West Vail Frontage Roads- July • Undertake a financial analysis of options -July • Refine options at Ford Park once new location of the tennis center is determined - September • Amend Ford Park Master Plan if needed - Fall • Document the work and recommendations into a Final Parking Master Plan and strategic actions steps- Fall November 15, 2016 - Page 67 of 72 TOWN Of9 VAIL TOWN COUNCIL AGENDA MEMO ITEM/TOPIC: First reading of Ordinance No. 32, Series 2016, an Ordinance providing for the levy assessment and collection of the town property taxes due for the 2016 tax year and payable in the 2017 fiscal year. PRESENTER(S): Kathleen Halloran, Finance Director ACTION REQUESTED OF COUNCIL: Approve or approve with amendments Ordinance No. 32, Series 2016 BACKGROUND: The town is required by Colorado state law to certify the mill levy by December 25 of each year. STAFF RECOMMENDATION: Approve or approve with amendments Ordinance No. 32, Series 2016 ATTACHMENTS: Description mill levy 2016 for 2017 November 15, 2016 - Page 68 0 TOWN OF VAIN: Memorandum TO: Vail Town Council FROM: Finance Department DATE: November 15, 2016 SUBJECT: Mill Levy Ordinance I. SUMMARY Authorization for the collection of property taxes in 2017 II. DISCUSSION You will be asked to approve the attached mill levy ordinance upon first reading on Tuesday evening. This ordinance authorizes the collection of property taxes in 2017 based upon 2016 assessed valuations of property within the town's boundaries. Eagle County is responsible for assessing values and for collecting property taxes on our behalf. The town is required by Colorado state law to certify the mill levy by December 15 of each year. Since two readings of an ordinance are required, we will bring the first reading on Tuesday and the second reading on December 6th to enable us to meet the December 15 date. The attached ordinance is based on preliminary assessed valuations from the county (as of August, 2016). The town's base mill levy as shown in the ordinance is 4.69 mills and the abatement levy is .015 mils. Abatement results when a taxpayer protests an assessed valuation after the normal protest period and is refunded a portion of the tax already due or paid. The abatement mill levy allows the town to recoup the refunded amount. This abatement levy of .015 mils equates to an additional $1.20 per year for a $1 million home. The property tax authorized by the attached ordinance will generate $4.7 million in revenue in 2017, representing approximately 8% of the town's total revenue. November 15, 2016 - Page 69 0 ORDINANCE NO. 32 SERIES OF 2016 AN ORDINANCE PROVIDING FOR THE LEVY ASSESSMENT AND COLLECTION OF TOWN AD VALOREM PROPERTY TAXES DUE FOR THE 2016 TAX YEAR AND PAYABLE IN THE 2017 FISCAL YEAR. WHEREAS, it is necessary for the Town Council to provide for the levy, assessment and collection of Town ad valorem property taxes due for the 2016 year and payable in the 2017 fiscal year. NOW, THEREFORE, be it ordained by the Town Council of the Town of Vail, Colorado, that: 1. For the purpose of defraying part of the operating and capital expenses of the Town of Vail, Colorado, during its 2017 fiscal year, the Town Council hereby levies a property tax of 4.705 mills upon each dollar of the total assessed valuation of $991,749,860 for the 2016 tax year of all taxable property within the Town, which will result in a gross tax levy of $4,666,183 calculated as follows: Base mill levy 4.690 $4,651,307 Abatement levy .015 _ 14,876 Total mill levy 4.705 $4,666,183 Said assessment shall be duly made by the County of Eagle, State of Colorado, as directed by the Colorado Revised Statutes (1973 as amended), and as otherwise required by law. 2. If any part, section, subsection, sentence, clause or phrase of this ordinance is for any reason held to be invalid, such decision shall not affect the validity of the remaining portions of this ordinance; and the Town Council hereby declares it would have passed this ordinance, and each part, section, subsection, sentence, clause or phrase thereof, regardless of the fact that any one or more parts, sections, subsections, sentences, clauses or phrases be declared invalid. 3. The Town Council hereby finds, determines, and declares that this ordinance is necessary and proper for the health, safety, and welfare of the Town of Vail and the inhabitants thereof. 4. The repeal or the repeal and reenactment of any provision of the Municipal Code of the Town of Vail as provided in this ordinance shall not affect any right which has accrued, Ordinance 32, Series of 2016 November 15, 2016 - Page 70 0 any duty imposed, any violation that occurred prior to the effective date hereof, any prosecution commenced, nor any other action or proceedings as commenced under or by virtue of the provision repealed or repealed and reenacted. The repeal of any provision hereby shall not revive any provision or any ordinance previously repealed or superseded unless expressly stated herein. 5. All bylaws, orders, resolutions, and ordinances, or parts thereof, inconsistent herewith are repealed to the extent only of such inconsistency. This repealer shall not be construed to revise any bylaw, order, resolution, or ordinance, or part thereof, theretofore repealed. INTRODUCED, READ ON FIRST READING, APPROVED AND ORDERED PUBLISHED ONCE IN FULL, this 15th day of November, 2016. A public hearing shall be held hereon at 6 P.M. on the 6th day of December, 2016, at the regular meeting of the Town Council of the Town of Vail, Colorado, in the Municipal Building of the Town. Dave Chapin, Mayor ATTEST: Patty McKenny, Town Clerk Ordinance 32, Series of 2016 November 15, 2016 - Page 71 0 VAIL TOWN COUNCIL AGENDA MEMO ITEM/TOPIC: Adjournment at 7:10 pm TOWN Of UAJL November 15, 2016 - Page 72 0