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HomeMy WebLinkAbout2008-10 IGA and Lease Agreement with CDOT regarding Sediment Control, Storage Areas on the North Side of Interstate 70 at M.P. 178-179ti RESOLUTION NO. 10 Series of 2008 A RESOLUTION APPROVING AN INTERGOVERNMENTAL AGREEMENT AND A LEASE AGREEMENT BETWEEN THE TOWN OF VAIL, COLORADO AND THE COLORADO DEPARTMENT OF TRANSPORTATION REGARDING SEDIMENT CONTROL STORAGE AREAS ON THE NORTH SIDE OF INTERSTATE 70 AT APPROXIMATELY M.P. 178-179; AND SETTING FORTH DETAILS IN REGARD THERETO. WHEREAS, the Town of Vail (the "Town"), in the County of Eagle and State of Colorado is a home rule municipal corporation duly organized and existing under the laws of the State of Colorado and the Town Charter (the "Charter"); and WHEREAS, the members of the Town Council of the Town (the "Council") have been duly elected and qualified; and WHEREAS, the Town and the Colorado Department of Transportation ("CDOT") wish to enter into an Intergovernmental Agreement ("IGA") for the design and construction of finro Sediment Disposal Areas ("Berms"), East and West, on the North side of Interstate 70 at approximate milepost 178-179 for the purpose of sand storage and to provide aesthetic and noise mitigation to the surrounding neighbors; and WHEREAS, the Berms are to be completed in two phases over the next 5 to 10 years, wherein CDOT will be responsible for the construction of the East phase that is within the CDOT ROW and Tract A and the Town and CDOT will be jointly responsible for the West phase that is within CDOT ROW, Tract A, and an existing easement granted by the Bald Mountain Townhome Association; and WHEREAS, in addition to the IGA, which is required for the proposed Berm project, the Town and CDOT must also enter into a land lease (the "Lease") for that portion of land in Tract A owned by the Town. NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO THAT: Section 1. The Council hereby approves and authorizes the Town Manager to enter into the IGA and Lease with CDOT, in substantially the same form as attached hereto as Exhibit A and Exhibit A-1 and in a form approved by the Town Attorney, for the design and construction of finro Berms, East and West, on the North side of Interstate 70 at approximate milepost 178-179. 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 April, 2008. ichard Clevela Town Mayor N TT T: S'~rel Donaldson,A~, ~ o Clerk ORADD• Resolution No. 10, Series 2008 EXHIBIT "A" 08 HA3 000 331000*** INTERGOVERNMENTAL AGREEMENT REGARDING SEDIMENT CONTROL STORAGE AREA ON INTERSTATE 70 AT APPROXIMATELY M.P.178.0 -179.0 THIS AGREEMENT is made this day of 2008 by and between the STATE OF COLORADO DEPARTMENT OF TRANSPORTION, hereinafter referred to as the "State", and THE TOWN OF VAIL, hereinafter referred to as the "Town". WHEREAS, the State and Town of Vail hereby agree to construct a Sediment Disposal Area, hereinafter referred to as the "berm", and as described further in Exhibit A, Scope of Work; WHEREAS, said berm will be constructed on the Interstate 70 Right of Way and Town of Vail owned Tract "A", Vail Village 13th Filing; WHEREAS, the State and Town agree the construction and or "work" to be performed is pursuant to a Lease Agreement currently being executed between CDOT and the Town of Vail; NOW THEREFORE, it is agreed that: A. The State shall be responsible for all the labor, materials and equipment to complete the embankment, traffic control, storm water management, rough grading, topsoil and seeding of the East Phase as shown on Exhibit B-1. B. The Town shall be responsible for all the labor, materials, and equipment for transplanting trees, container planting, and temporary irrigation system on Tract A. C. The labor, materials and equipment responsibilities for the West berm, such as emba.nkment, traffic control, storm water management, rough grading, topsoil and seeding will be established during the design and volume distribution process. D. Unless otherwise specifically stated herein, each Party shall be responsible for operating and maintaining, at no cost to the other Party, those facilities constructed in its respective Right of Way or Parcel. Neither Party shall cause or permit any dangerous condition arising from its performance of the operation and maintenance obligations assigned to it by this Agreement. E. All "Work" in the State Rights of Way shall be performed pursuant to State regulations and statutes, where applicable. No "Work" shall be performed in the State Right of Way without State approval. Page 1 of 4 pages F. No "Work" shall be performed in the Town of Vail property without Town approval. G. Access through the State Right of Way shall be prohibited without State approval. H. All landscaping within the State Right of Way shall be funded and completed using public money. Privately funded projects are forbidden on State Right of Way. 1. The Town recognizes that the State has, in the State's sole discretion, the right to modify, or demolish and remove, all, or any portion of the berm in its Right of Way for any reason. J. The State recognizes that the Town has, in the Town's discretion, the right to modify, or deconstruct and remove, the portion of the berm on its Parcel for any reason as long as it is in compliance with any other Agreement(s) the Town may have concerning the berm. K. Both Parties agree that they will provide written notice to the other Party sixty 60) days in advance of any modification and/or demolition. The Parties agree to attempt to collaborate on any modifications to preserve the integrity of the berm. L. All labor, material, and equipment costs associated with the modification andJor demolition to the Right of Way or Parcel shall be at the requesting Party's expense without any cost or liability to the other party. M. To the extent authorized by law, the Parties to this Agreement shall hold harmless the other Party against any and all claims, damages, liability and court awards including costs, expenses and attorney fees incurred as a result of any grossly negligent or reckless action of the Party or its employees, agents, sub-contractors, or assignees in connection with the performance of this Agreement. N. The berm will be built in phases as indicated on the approved plans. It is anticipated that the project will take several years to complete. 0. This Agreement may be amended only by a written instrument duly executed by the Parties or permitted successors. Neither Party may assign or transfer its responsibilities in this Agreement without the prior written consent of the other Party. P. All notices, requests and other communication required or permitted hereunder shall be in writing and shall be deemed delivered when actually received, or, if earlier, and regardless whether actually received or not, five (5) business days after deposit in the United States Mail, First Class, postage prepaid, registered or certified and addressed as follows: Page 2 of 4 pages TO THE STATE TO THE TOWN Martha Miller Greg Hall Resident Engineer Public Works Director Colorado Department of Transportation Town of Vail 714 Grand Avenue P.O. Box 298 1309 Elkhorn Drive Eagle, CO 81631 Vail, CO 81657 The parties may, by notice prescribed above designate alternate personnel or addresses for notices, requests and communication. Nothing in this Agreement sha11 be construed as a waiver of the rights and privileges of either Party under the Colorado Governmental Immunity Act with respect to third parties. IN WITNESS WHEREOF, the Parties hereto have executed this contract the day and year first above written. STATE OF COLORADO TOWN OF VAIL BILL RITTER, JR. GOVERNOR By: Stan Zemler Town Manager By: For the Executive Director Colorado Department of Transportation Pamela Hutton, P.E. Chief Engineer ATTEST:ATTEST: By:BY: Bernie Rasmussen Lorelei Donaldson Agreements Program Manager Town Clerk Page 3 of 4 pages EXHIBIT A SCOPE OF WORK SEDIMENT CONTROL STORAGE I-70 M.P. 178.0 -179.0 08HA300000 CDOT and the Town of Vail are entering into this Intergovernmental Agreement for the Design and Construction of two berm areas, East and West, on the north side of Interstate 70 at approximate Milepost 178-179. The East berm will be located on CDOT right-of- way and Tract A and will be used solely by CDOT. The West berm will be located on CDOT right-of-way, Tract A, and an easement that was granted to the Town of Vail through a separate agreement with the Bald Mountain Townhome Association and will be shared between CDOT and Town of Vail. East Phase CDOT will be responsible for the design and construction of the East Berm including environmental, right of way and utility clearances, traffic control, storm water management, and interim and final seeding. Total fill approximately 48,000 cubic reserved solely for CDOT Approximately 20,000 cubic yards will be placed by November 2010 to build an interim berm on Tract A. See Exhibit B-2. The remaining volume, approximately 28, 000 cubic yards will be reserved for CDOT to dispose material for the next 5-10 years. CDOT will have a MHT plan in place prior to the start of construction each year. An operational analysis of the traffic impacts caused by the MHT will be completed each year. Town to assist CDOT with Town of Vail clearances and Design Review Board and Town Council approval. West Phase Town will be responsible for the design of the West berm including drainage, utilities, and retaining walls. CDOT will not participate in the cost of the retaining walls or utility locates other than the water line relocate shown on Exhibit B. Volume distribution will be determined during the design approval process. After the West berm design is approved, the IGA will be reviewed and revised as necessary to establish responsibilities. Town will obtain all necessary Town of Vail and CDOT clearances. CDOT will assist the Town with the CDOT environmental, ROW, and utility clearance. Town cannot begin constxuction until the design is approved by CDOT. FHWA will only grant Town access across the A-Line for one construction season. Prior to granring approval, an operational analysis of the traffic impacts caused by the MHT will be completed. An approved MHT plan must be in place prior to the start of construction. At any time unsafe traffic operations are brought to the attention of CDOT, Town access across the A-line will be revoked until an appropriate traffic control plan is developed by the Town and CDOT approval is granted. Page 4 of 4 pages COMPREHENSIVE PLAN it~Notes: R'e ~ii >r 1. Water line to be relocoted by others. These plans shall not be used for the woter y~~L~ x line construction or relocation. 2. Embankment and sand shallnot be place on existing or proposed water and sewer i''~•'~i•r` yfD' 100' 200'400'lines. Utility locates shollbe performed prior to the stort of construction.N ~ t•~~''~".a' J "f_;?h 3. Topography prepared by The Lund Partnership, Inc., for the West Voil Pass EA, September 02, 2006. 4 v.'Qa f , 4. Bose Map creoted from a combinotion of sources. Utility, easement and property a.. rinformationaddedbYCDOTtothetoPo9raPhicmoP. Before construction be9ms t ~ l~y;K'x t;Mqallutilities, easements, and property lines shalibe field located.k'~5. Proposed grading shown is approximote. Slight field modifications may occur.r j~ s.x i v^ A~Y,6. Existing pipes, valves and manholes must be protected during construction,v ~t't r~ ,r0;~, ?k l,~7. Trees, landscape features, and irrigotion to be relocated Cy Town of Vail prior to start of construction.ris, C d 4~-e~ h ,v S pqtCr43Ti~+~ t,1• Rryf+~,~~~,~'1 EAST PHASE K~~~.% t "*' x i 4. R 0 1~DOI ) r a`F; r r C~M`#4~+y~~ 4" f 48,000 CY 4 I.'.,l A`t^,' . a+i N`.~. +W./.,~ 4ry j,f'~'(~,ei. r' r.~T,y t JFtJr,..,~,. t f 1 h 1 i . s ,L--l r 1 t.. - AM; A+.~ ' IEX,WATER LINE (TYP.) . y R`i ~ t y~EX[STING WATER LINE WEST PHASE r' ` /TO BE REL~CATED-" 4 F DESIGN IN PROGRESS) R rT/ I r r r r rGtiT-:y70'IA a 4-EX. SEWER LINE (TYP.)/e~N'#,r~~~ 10 i~'9 a~ v x'. ~ i o p f I a~r CHAIN STATIDN, TD BE CONSTRUCTED i wE1°'D AS A SEPARATE PRDJECT X~ a ,, i ~M' ~ . i~ r~ j ~ t ' R 4 ' f t ~0 p~ C`• E t ti l i~ • y w ti rr;y ~R~ 4@ x 6 ~~X}. Wdaevt i~yyr~ +M' F Y, w dw r4~t ? f~a" r...N M ~ m 4~' A ie.i.a~~; ,w~ « P.~.r~S'h kFh•t} r r ~i 4. r,1~~ t,~~ ~c~}j~~~' b Ir..u,.~G'!." 1.r'~'w"«~1 dk a k~ a ttg'~Ii~l'~~• I4 .p}~f':,. 7~~'{~Y~'r z' y~•~1`,~,t Y,r.1t~(,~V~Y j E t i.l ~~yyF~~~k ~ R rf ~1'• a i 7.'i r t 4.1 y t!W. r a t R'r q,'~'a4 k k a~~tk~i~ Print Date: 3/28/2008 Sheet Revisians File Name: 20071_Exhibit B-l.dgn Date:Comments In~t. Colorado Department of Transportation As Constructed EXHIBIT B-1 Project No./Code Horiz. Scale: 1:200 Vert. Scale: 1:200 ~OT 714 Grond Avenue No Revisions:N/A Eagle Residency Unit Leader MLM Eagle, CO 81631 Revised:Designer:MLM Structure NPhone;970-328-6385 FAX:970-328-2368 A Detailer.gg Numbers Region 3 MLM Void:Sheet Subset: Storage Subset Sheeis:1 of 2 Sheet Number B'1 f~I+t~~•~j e e af 4,~Fla;,,t 0'50'100'200' 1:~ ~ N i \f l Y~i/"N t N r y pQ'r ~f•r u, x l P,y~ r•' t f vii-1? . i' ~ ~ I 41~:4c r~'e r~•A 4 e P R R;a~ 9 I 1W.4 r EAST PHASE i,,~ INITIAL GRADING t, 19,700 CY M i . r d a4~ f, ~R TO BE BUILT BY NOVEMBER 2010 Q/ a O t,.+,:+~a4+?d~tarwti've~c,e~t++~, ar •1T t~ 411.~~ C-1 t M N q, lb 1 M rl C R II .Y....~~ Print Date: 3/28/2008 Sheet Revisions File Name: 20071_Exhibit B-2.dgn Date;Comments Init. Colorado Department of Transpnrtation As Constructed EXHIBIT B-2 Project No./Code Horiz. Scale; 1:100 Vert. Scale: 1:100 Q OT 714 Grand Avenue No Revisions:N/A Eagle Residency Unit Leader MLM phone 9~ 0 3 28 16385 FAX; 970-328-2368 Revised;Designer:MLM/BB Structure N/A Detailer:gg Numbers Region 3 MLM Void:Sheet Su6set: Storage Subset Sheets:2 of 2 Sheet Number B-2 EXHIBIT 4(A-1" D A T EXHIBIT C PROPERTYMGMT. NO. IGA AGREEMENT NO. 08HA3000 PARCEL NO. PROPERTY LOCATION: Vail. Colorado_ LEASE AGREEMENT Vacant Land) THIS LEASE AGREEMENT, made and entered into this _ day of by and between The Town of Vail, a Colorado home rule municipality, whose address or principal place of business is 1309 Elkhorn Drive, Vail, Colorado 81657, hereinafter referred to as "Lessor", and THE STATE OF COLORADO, acting by and through the DEPARTMENT OF TRANSPORTATION hereinafter referred to as "Lessee". WITNESSETH: WHEREAS, as to Lessee, authority exists in the Law and Funds have been budgeted, appropriated and otherwise made available and a sufficient unencumbered balance thereof remains available for payment in Fund Number C0702-275 16288. NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties hereto agree as follows: 1.PREMISES, TERM, RENT. (A) Lessor hereby leases and demises unto Lessee the Premises, hereinafter referred to as "Premises", being a portion of Tract A, Vail Village 13'h Filing, containing approximately 1.3 acres of land as shown on the plat attached hereto, made a part hereof and marked Exhibit A". B) TO HAVE AND TO HOLD the same, together with all appurtenances, unto Lessee, for the term beginning May 1, 2008, and ending December 1, 2018, at and for a monthly rental of $0.00 (see Paragraph 19 - Additional Provisions). The Premises is to be used and occupied as a site for the construction of a Sediment Disposal Area, hereinafter referred to as the "berm°, together with all other uses and activities which are reasonable, prudent and necessary for the construction of said berm and for no other purposes. Payment shall be made on the first of each month during the term hereof, to the Lessor at: N/A Or at such place as Lessor from time to time designates by notice as provided herein, subject to the limitations and conditions set forth in article 7, Fiscal Funding and article 10, Federal Funding herein. 2.MAINTENANCE OF PREMISES. Lessor shall, unless herein specified to the contrary, maintain the Premises in good repair and in tenantable condition during the term of this lease, except in the event of damage arising from an act or the negligence of Lessee, its agents or employees. Lessor shall have the right to enter the Premises at reasonable times for the purpose of making necessary inspections and repairs or maintenance. 3.LESSOR'S OWNERSHIP. Lessor warrants and represents itself to be the owner of, or the authorized representative or agent of the owner of, the leased Premises in the form and manner as stated herein, and during the term of this lease covenants and agrees to warrant and defend Lessee in the quiet, peaceabie enjoyment and possession of the leased Premises. In the event of any dispute regarding Lessor's ownership, Lessor shall immediately, upon request from and at no cost to Lessee, furnish proof thereof by delivering to Lessee an "Ownership and Encumbrance Letter" issued by a properly qualified title insurance company. 4.LEASE ASSIGNMENT. Lessee shall not assign this lease and shall not sublet the demised Premises, except to a desirable tenant for a similar use and purpose, and will not permit the use of said Premises to anyone, other than Lessee, its agents or employees, without the prior written consent of Lessor. 5.APPLICABLE LAW. The laws of the State of Colorado and rules and regulations issued pursuant thereto shall be applied in the interpretation, execution and enforcement of this lease. Any provision of this lease, whether or not incorporated herein by reference, which provides for arbitration by any extra- judicial body or person or which is otherwise in conflict with said laws, rules and regulations shall be considered null and void. Nothing contained in any provision incorporated herein by reference which purports to negate this or any other special provision in whole or in part shall be valid or enforceable or available in any action at law whether by way of compliant, defense or otherwise. Any provision rendered null and void by the operation of this provision will not invalidate the remainder of this lease to the extent that this agreement is capable of execution. 6.FISCAL FUNDING. (A) As prescribed by State of Colorado Fiscal Rules, it is understood and agreed this lease is dependent upon the continuing availability of funds beyond the term of the State's current fiscal period ending upon the next succeeding June 30, as financial obligations of the State of Colorado payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available. Further, the parties recognize that the act of appropriation is a legislative act, and the Lessee hereby covenants to take such action as is necessary under the laws applicable to the Lessee to timely and properly budget for, request of and seek and pursue appropriation of funds of the Legislature of the State of Colorado which will permit Lessee to make all payments required under this lease during the period to which such appropriation shall apply. In the event there shall be no funds made available, this lease shall terminate at the end of the then current fiscal year, with no penalty or additional cost as a result thereof to the Lessee. B) To make certain the understanding of the parties because this lease will extend beyond the current fiscal year, Lessee and Lessor understand and intent that the obligation of the Lessee to pay the monthly rental hereunder constitutes a current expense of the Lessee payable exclusively from Lessee's funds and shall not in any way be construed to be a general obligation indebtedness of the State of Colorado or any agency or department thereof within the meaning of any provision of Sections 1, 2, 3, 4, or 5 of Article XI of the Colorado Constitution, or any other constitutional or statutory limitation or requirement applicable to the State concerning the creation of indebtedness. Neither the Lessee, nor the Lessor on its behalf, has pledged the full faith and credit of the State, or any agency or department thereof to the payment of the charges hereunder, and this lease shall not directly or contingently obligate the State or any agency or department thereof to apply money from, or levy or pledge any form of taxation to, the payment of the annual rental charges. C) With Such limitation in mind, Lessee contracts to lease the Premises herein before described and has reason to believe that sufficient funds will be available for the full term of this lease. Where, for reasons beyond Lessee's control, Lessee's funding entity does not allocate funds for any fiscal period beyond the one in which this lease is entered into, or does not allocate funds to continue this lease from the then current fiscal period, such failure to obtain funds not resulting from any act or failure to act on the part of Lessee, Lessee will not then be obligated to make the payments remaining beyond Lessee's then current fiscal period. In such event, Lessee shall notify Lessor of such non-allocation of funds by sending written notice thereof to the Lessor forty-five (45) days prior to the effective date of termination. D) The parties hereto further understand and agree that the only funds that have or may be so appropriated and available for payment under this lease in any one particular fiscal year are for the purpose and in an amount sufficient only to pay the rental charges provided for in article 1 above. Therefore, notwithstanding anything herein to the contrary, the payment by the Lessee of any other charges, liabilities, costs, guarantees, waivers, and any awards thereon of any kind pursuant to this lease 1 against Lessee are contingent upon funds for such purpose(s) being appropriated, budgeted and otherwise made available through the said State of Colorado legislature process. 7.COMPLETE AGREEMENT. This lease, including all exhibits, supersedes any and all prior written or oral agreements and there are no covenants, conditions or agreements between the parties except as set forth herein. No prior or contemporaneous addition, deletion, or other amendment hereto shall have any force or affect whatsoever unless embodied herein in writing. No subsequent novation, renewal, addition, deletion or other amendment hereto shall have any force or effect unless embodied in a written contract executed and approved pursuant to the State Fiscal Rules. 8.CAPTIONS, CONSTRUCTION, AND LEASE EFFECT. The captions and headings used in this lease are for identification only, and shall be disregarded in any construction of the lease provisions. All of the terms of this lease shall inure to the benefit of and be binding upon the respective heirs, successors, and assigns of both the Lessor and the Lessee. If any provision of this lease shall be determined to be invalid, illegal, or without force by a court of law or rendered so by legislative act then the remaining provisions of this lease shall remain in full force and effect. 9.FEDERAL FUNDING. In the event that any or all funds for payment of this lease are provided by the Federal Government, this lease is subject to and contingent upon the continuing availability of Federal funds for the purposes hereof, and if such funds are not made available this lease may be unilaterally terminated by the Lessee at the end of any month provided a ninety (90) day advance notice of termination is given to the Lessor in writing. 10. NO BENEFICIAL INTEREST. The signatories aver that to their knowledge, no state employee has any personal or beneficial interest whatsoever in the service or property described herein. 11. NO VIOLATION OF LAW. The signatories hereto aver that they are familiar with 18-8-301, et seq., (Bribery and Corrupt Influences) and 18-8-401, et seq., (Abuse of Public Office), C.R.S., as amended, and that no violation of such provisions is present. 12. CHIEF ENGINEER'S APPROVAL. This lease shall not be deemed valid until it has been approved by the Chief Engineer, or such assistant as he may designate. 13. NOTICE. Any notice required or permitted by this lease may be delivered in person or sent by registered or certified mail, return receipt requested, to the party at the address as hereinafter provided, and if sent by mail it shall be effective when posted in the U.S. Mail Depository with sufficient postage attached thereto: LESSOR:LESSEE: The Town of Vail Colorado Department of Transportation Attn: Mr. Greg Hall Attn: Ms. Marcella Broussard 1309 Elkhorn Drive 15285 S. Golden Road, Building 47 Vail, Colorado 81631 Golden, Colorado 80401 Notice of change of address shall be treated as any other notice. 14. HOLDING OVER. If Lessee shall fail to vacate the Premises upon expiration or sooner termination of this lease, Lessee shall be a month-to-month Lessee and subject to all the laws of the State of Colorado applicable to such tenancy. The rent to be paid by Lessee during such continued occupancy shall be the same being paid by Lessee as of the date of expiration or sooner termination. Lessor and Lessee each hereby agree to give the other party at least thirty (30) days written notice prior to termination of this holdover tenancy. 15. LESSEE LIABILITY EXPOSURE. Notwithstanding any other provision of this lease to the contrary, no term or condition of this lease shall be construed or interpreted as a waiver of any provision of the Colorado Governmental Immunity Act, 24-10-101 et seq., C.R.S. as now or hereafter amended. 2 The parties hereto understand and agree that liability for claims for injuries to persons or property arising out of the negligence of the State of Colorado, its departments, institutions, agencies, . R.S boards, as nowaor a n d e m p l o y e e s is controlled and limited by the provisions of 24-10-101, et seq., C hereafter amended and 24-30-1501, et seq., C.R.S., as now or herea fter amen d e d. A n y p r o v i s i o n o f t h i s lease, whether or not incorporated herein by reference, shall be controlled, limited and otherwise modified so as to limit any liability of the Lessee to the above cited laws. 16. SECURITY DEPOSIT. Lessee shall not be required to remit a security deposit to Lessor. 17. LESSEE'S INSURANCE. Lessee shall at its sole cost and expense, obtain insurance on its inventory, equipment, and all other personal property located on the leased Premises against loss resulting from fire or other casualty. The Lessee shall have the right to provide such insurance under a self-insurance program, or, at any time during the term of this lease, to provide such insurance through an insurance company. With respect to general liability, the Lessor recognizes that the Lessee is self insured for general liability in accordance with the provisions of the Colorado Governmental Immunity Act and the Colorado Risk Management Act, 24-30-1501, et seq., C.R.S., as amended. 18. LESSORNENDOR OFFSETS NOTICE. Pursuant to 24-30-202.4 C.R.S., (as amended), the state controller may withhold debts owed to state agencies under the vendor offset intercept system for: a) unpaid child support debt or child support arrearages, (b) unpaid balance of tax, accrued interest, or other charges specified in Article 21, Title 39, C.R.S., (c) unpaid loans due to the student loan division of the department of higher education; d) owed amounts required to be paid to the unemployment compensation fund; and (e) other unpaid debts owing to the state or any agency thereof, the amount of which is found to be owing as a result of final agency determination or reduced to judgement as certified by the controller. 19. ADDITIONAL PROVISIONS. a) The parties have entered into this Lease Agreement to fulfill the obligations of an Intergovernmental Agreement made between Lessor and Lessee on the day of 20_, pertaining to the construction of the berm. Construction of the berm by Lessee shall be considered full, fair and complete rent for the Premises during the term of this Lease. b) In the event Lessee performs as required pursuant to this Lease Agreement and as part of the consideration for the construction of the berm described in the Intergovernmental Agreement, Lessor agrees to give and grant to Lessee an option to extend the term of this Lease for 5 additional years, commencing on December 1, 2018 and expiring on December 1, 2023, upon the same terms and conditions of this Lease Agreement. In order to exercise the option to extend the term of this Lease, Lessee shall give written notice to Lessor of its intention to exercise the option to extend no later than October 1, 2018. 3 IN WITNESS WHEREOF, the parties hereto have executed this lease agreement on the day and year first above written. LESSOR: Full Legal Name) If Corporation)BY Attest (Seal)Name) Title Secretary Federal Tax Identification NumberBy Lessor's signature must either have an attest if corporation or their signature must be notarized). STATE OF COLORADO ss COUNTY OF The foregoing instrument was subscribed and sworn to before me this day of bY Witness my hand and official seal. My commission expires Notary Public Address LESSEE: ATTEST:STATE OF COLORADO Bill Ritter, Governor Acting by and through The Department of Transportation By By BERNHARDT K. RASMUSSEN Pamela Hutton, P.E. Chief Clerk for Right of Way Chief Engineer 4 EXHIBIT LEASE DATE: April 4, 2008 DESCRIPTION A Lease to the Department of Transportaaon, State of Colorado, containing 98~108 sq. ft. (2•252 acres), more or less, in Section 3, Township 5 South, Range 80 West, of the 6 Principal Meridian, in Eagle County, Colorado, said tract or parcel being more particularly described as follouvs: Commencing at a point, where the north right of way of Interstate 70 intersects the west right of way line of Mountain Road (Vail Village, Thirteenth Filing), thence along said north right of way line of Interstate 70 the following three courses; 1. Thence S. 81 °07'45" W., a distance of 48.79 feet, 2. Thence S. 43°40'33" W., a distance of 151.00 feet, 3. Thence on the arc of a curve to the left, a radius of 5,880.00 feet, a central angle of 01°52'41", a distance of 192.75 feet, (a chord bearing S. 88°55'42" W., a distance of 192.74 feet) to the TRUE POINT OF BEGINNING; . 1. Thence leaving said right of way N. 09°16'30" W., a distance of 121.50 feet, 2. Thence N. 30°31'45" W., a distance of 78.30 feet, 3. Thence N. 78°06'30" W., a distance of 96.30 feet, 4. Thence S. 72°52'16" W., a distance of 265.75 feet to a comer on the northerly boundary of Tract A, Vail Village, Thirteenth Filling, 5. Thence along said boundary, S. 80026'18" W., a distance of 169.20 feet, 6. Thence leaving said boundary, S. 04°13'00" E., a distance of 148.22 feet, to the north right of way line of Interstate 70, 7. Thence along said right of way, on the arc of a curve to the right, a radius of 5,880.00 feet, a central angle of 05°30'43", a dfstance of 565.68 feet, (a chord bearing N. 85°13'S8" E., a distance of 565.46 feet), more or less, to the TRUE POINT OF BEGINNING. The above described Leased Premises contains 98,108 sq. ft. (2.252 acres), more or less. The purpose of the above-described Leased Premises is for the construction and maintenance of a berm.l ' Basis of Beanngs: All bearings are based on the north right of way line of Interstate 70 be,tv,.-n.~ stations 18+00 and 19+54.0 being S. 81°07'45" W.r~Q~;......• 27272