HomeMy WebLinkAbout2008-14 IGA Golf Course Lease Agreement with Vail Park and Recreation DistrictRESOLUTION NO. 14
Series of 2008
A RESOLUTION APPROVING AN INTERGOVERNMENTAL GOLF COURSE LEASE
AGREEMENT WITH THE VAIL PARK AND RECREATION DISTRICT; 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 Vail Park and Recreation District (the "VRD") desire to
enter into an Intergovernmental Golf Course Lease Agreement (the "Agreement")
subject to the terms set forth in the attached Exhibit A; and
WHEREAS, on March 4, 2008 the Council approved Resolution No. 2, Series
2008 authorizing the Town Manager to enter into a Master Facilities Lease with the VRD
subsequent to the Council's approval of a lease agreement for the Vail Golf Course; and
WHEREAS, the Town and VRD are authorized by the Constitution and Statutes
of the State of Colorado, including Secton 29-1-203, C.R.S., to enter into
intergovernmental agreements to govern the provision of the services set forth in the
Agreement.
NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE
TOWN OF VAIL, COLORADO THAT:
1.The Intergovernmental Golf Course Lease Agreement, attached as Exhibit A
hereto and incorporated herein by this reference, is approved by the Council.
2.The Town Manager is hereby authorized to execute and deliver, on behalf of
the Town, the Golf Course Lease Agreement in substantially the same form
as approved by the Council.
3.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 15Ih day of July, 2008.
Dick Cleve and, Town ayor
r
S~'I
Donaldson, Town Clerk
Resolution No. 14, Series 2008
TOWN OF VAIL
AND
VAIL PARK AND RECREATION DISTRICT
INTERGOVERNMENTAL
GOLF COURSE LEASE AGREEMENT
92008
00084138.DOC / 9}
TOWN OF VAIL
AND
VAIL PARK AND RECREATION DISTRICT
INTERGOVERNMENTAL GOLF COURSE
LEASE AGREEMENT
THIS TOWN OF VAIL AND VAIL PARK AND RECREATION DISTRICT
INTERGOVERNMENTAL GOLF COURSE LEASE AGREEMENT
Intergovernmental Agreement") is made and entered into as of the day of
2008, by and between the TOWN OF VAIL, COLORADO, a Colorado
municipal corporation, hereinafter referred to as the "Town," and the VAIL PARK AND
RECREATION DISTRICT, a quasi-municipal corporation and political subdivision of
the State of Colorado, hereinafter referred to as the "District". The Town and the District
are sometimes referred to herein singularly as a"Party" and collectively as the "Parties".
WHEREAS, the District (i) is a quasi-municipal corporation and political
subdivision of the State of Colorado separate and independent of the Town, (ii) is
organized for the primary purpose of, and has over 40 years of expertise and skill in,
providing recreational programs and services to its residents and visitors, and (iii) is
governed by its Board of Directors, which Directors have been duly elected by its voters;
and
WHEREAS, the District imposes an ad valorem mill levy on taxable property
within its boundaries for purposes of defraying in part the costs of fulfilling this mission;
and
WHEREAS, the Town owns various recreational facilities, including without
limitation the Vail Municipal Golf Course; and
WHEREAS, it is the desire of both Parties to cooperate in the provision of
recreation programs and services to the inhabitants and guests of the Town at the
Premises (defined below); and
WHEREAS, the District has been providing such services under lease agreements,
including without limitation the Ground Lease and Option to Lease Agreement dated as
of May 27, 1966; First Amendment to Ground Lease and Option to Lease Agreement
dated as of October 16, 1968; Ground Lease dated as of May 27, 1968 (all for Pulis
Property); Ground Lease and Option to Lease Agreement dated as of May 27, 1966; First
Amendment to Ground Lease and Option of Lease Agreement, dated as of October 27,
1967; Second Amendment to Ground Lease and Option to Lease Agreement dated as of
October 16, 1968; Third Amendment to Ground Lease and Option to Lease Agreement
00084138.DOC / 9}
dated as of November 18, 1969; Ground Lease dated October 16, 1968; Ground Lease
dated as of May 23, 1966; First Amendment to Tract F Ground Lease dated as of
November 8, 1969 (all for Vail Associates Property); Agreement dated as of March 14,
1985 between the District and Town of Vail; and U.S. Forest Service Special Use Permit
dated as of September 8, 1966, which documents are collectively referred to herein as the
Prior Lease"); and
WHEREAS, it is the desire of both Parties for the District to continue to provide
these services; and
WHEREAS, the Parties intend for this Intergovernmental Agreement to terminate
and replace the Prior Lease, except for any provisions related to rights and obligations
with regard to water supply; and
WHEREAS, this Intergovernmental Agreement applies to the Vail Municipal Golf
Course ("Golf Course") and the Parties do not intend for this Intergovernmental
Agreement to apply to other Town recreational facilities used by the District; rather, a
new lease applicable to such facilities is being executed on or about the same date
herewith, which lease is know as the "Non-Golf Course Facilities Lease; and
WHEREAS, in connection with identified major facilities repair and maintenance
projects necessary to be conducted currently and into the foreseeable future as well as
possible major renovations or reconfigurations of Golf Course facilities, the Parties desire
to simplify, modify and supersede the Prior Lease and memorialize their intended
relationship with respect to their rights and obligations with regard to the Golf Course for
the term of this Intergovernmental Agreement; and
WHEREAS, the Town and the District are authorized by the Constitution and
Statutes of the State of Colorado, including Section 29-1-203, C.R.S., to enter into
intergovernmental agreements to govern the provision of such services to the inhabitants
and visitors of the Town; and
NOW THEREFORE, in consideration of the mutual promises contained herein,
the adequacy of which is hereby admitted, the Parties hereto agree as follows:
1.PURPOSE. It is the general purpose of this Intergovernmental Agreement
for the District to continue in the occupancy of the Premises and the management and
provision of recreational services for the inhabitants of the District and visitors of the
Town. Except as may be expressly reserved herein, this Intergovernmental Agreement
shall supersede the Prior Lease and any other agreement to which the Town and the
District are Parties with respect to the Premises, and such Prior Lease and agreements are
hereby agreed to be of no further force or effect with respect to the Town, the District and
the Premises.
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2.LEASE AND LICENSE OF PREMISES.
a) Lease of Propertv. The Town hereby leases to the District and the
District leases from the Town the real estate associated with, and all improvements,
including without limitation all facilities and structures, located on, in, or under, the Golf
Course and more particularly depicted in Exhibit A attached hereto and incorporated
herein by this reference (the "Leased Property").
b) License of Nordic Area. The Town hereby grants a revocable
license to the District to use the area generally east of Hole 14, which area is more
specifically designated in Exh_ ibitA as "Nordic License Area", for purposes of operating
snow trails for cross country skiing and other winter time activities. Such license does
not authorize the District to conduct activities unrelated to this purpose nor does it
obligate the District to take on any maintenance obligations with regard to the Nordic
License Area.
c) Miscellaneous. The Leased Property and the Nordic License Area
are collectively referred to in this Intergovernmental Agreement as the "Premises". This
Intergovernmental Agreement does not apply to the facilities covered in the Non-Golf
Course Facilities Lease and the Vail Gymnastics Center.
3.USE OF PREMISES• PERFORMANCE STANDARDS.
a) Use of Premises. The Premises shall be primarily used for golf and
outdoor winter recreation programs and services except as otherwise provided for herein.
Such services and programs shall be of high quality and shall be of sufficient diversity
and scope to meet the recreational needs of the inhabitants of the Town and the visitors
thereto.
b) Performance Standards. The golf course shall be operated in a
manner comparable to or exceeding other resort-area municipal courses, including public
golf courses operated in Aspen, Breckenridge, and Steamboat. A committee composed
of District Board Members and Staff and Town Council Members and Staff (a
Recreation Subcommittee") may be created to act as a liaison between the Parties. The
Recreation Subcommittee may promulgate from time-to-time advisory performance
criteria with regard to programming, facilities usage and other matters related to the
District's delivery of programs and services at the Premises.
4.UTILITIES. The District shall pay all charges for water, sewer, gas,
electricity, light, heat, power, telephone, video, internet or other communications services
used, rendered, or supplied upon or in connection with said Premises and shall, to the
extent permitted by law, indemnify the Town against any liability or damages on account
of such charges.
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5.ACCESS TO THE PREMISES. The Town and its agents shall have the
right to enter in or on the Premises to examine them and to perform maintenance, repair,
or replacement as required hereunder.
6.CHANGES TO THE PREMISES.
a) Town's Ri~ht to Make Changes. The Town retains the right to
conduct major changes to the Premises, including without limitation additions,
reconfigurations, tear-downs or relocations at its discretion.
b) Maintenance of Chan~ed Facilities. In the event the Town
determines to change a portion of the Premises, whether such change is minor or major (a
major" change including -an expansion, tear-down, reconfiguration, relocation, etc.), the
Parties shall meet and revise the Master List (defined below) of maintenance
responsibilities consistent with the most recent allocation of responsibilities; provided,
however, that the District shall not be obligated to retain or accept responsibility for
maintaining, repairing, or replacing any changed item or new item if the District's
estimated cost in doing so is increased by more than 10% as a result of such change
unless such change is agreed to by the District.
c) District Chan es to Town-Maintained Facilities. The District shall
not change any portion of the Premises for which the Town is responsible for
maintenance, repair, or replacement without its prior written approval, which approval
may include conditions.
d) Limitation on District Changes. The District shall not make any
changes to any portion of the Premises which would adversely change the function,
access, value, and/or quality of the Premises and with work costs in excess of $100,000
in 2008 dollars) without the written approval of the Town. All such work shall be
performed in a good and workmanlike manner.
e) Ownership of Improvements. All new facilities or other
improvements affixed to the Premises shall, upon termination of this Intergovemmental
Agreement, unless otherwise agreed at the time the Town's written approval is obtained
or unless the Town requests removal thereof, become the property of the Town.
f) Golf Course Plannin~ Process.
i) The Town and the District have expressed interest in
exploring the desirability and feasibility of reconfiguring portions of the Premises,
including the Clubhouse, Maintenance Facility, and portions of the Golf Course. In the
event the Parties deternune to move forward, the Parties will cooperate in a planning
process to create preliminary design concepts and to determine feasibility and public
support. The Parties shall also cooperate by amending the Master List (defined below) as
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necessary to avoid wasteful maintenance, repair, or replacement of any facilities that will
be demolished. This Intergovernmental Agreement has been drafted with sufficient
flexibility so that amendments to this Intergovernmental Agreement should not be
necessary; however, in the event the Town determines an amendment is necessary, the
Parties shall cooperate to amend this Intergovernmental Agreement.
ii) The Parties acknowledge the Americans with Disabilities Act
Settlement Agreement between the District and the U.S. Department of Justice and agree
to take steps to bring the facilities into compliance.
7.MAINTENANCE REPAIRS AND REPLACEMENT.
a) General Maintenance Obli at~ ions. The Parties generally intend that
the Town shall contribute financial assistance to maintain, repair, and replace the
Clubhouse and Maintenance Facility mechanical systems, structural members and
systems, and exterior finish items (e.g., painting, roofing, windows, etc.), earthwork
retaining walls and associated tee boxes), bridges, and the irrigation system in amounts,
together with funds contributed by the District as set forth herein, that are sufficient to
ensure that such items are maintained in good working order and safe condition and that
such items are properly repaired when broken or damaged and replaced when they reach
the end of their useful life. The Parties also generally intend that the Town shall not be
obligated to provide financial assistance for the maintenance, repair, and replacement of
interior finishes (painting, drywall, flooring, etc.). The remaining provisions of this
Section 7 have been agreed to in the context of this general understanding, with
specific responsibilities as set forth in the Master List (defined below) in Exhibit B,
which Exhibit may be amended from time-to-time.
b) Specific Maintenance Obligations• Master List. The Parties shall be
responsible for maintaining, repairing, and replacing the facilities and improvements
listed in a master list attached hereto as Exhibit B and incorporated herein by reference
Master List"), which Master List may be modified or amended from time-to-time by
acknowledgment of the Town's Town Manager and the District's Executive Director.
Where a Party is designated as responsible for maintenance, repair, replacement, etc. of a
particular facility or improvement, such Party shall perform the same at its sole cost and
expense as and when needed to preserve it in good working order and first class
condition.
c) HVAC and Irri at~L ion System Special Provisions. The District shall
maintain adequate records to substantiate routine maintenance is being performed on
HVAC facilities and, when upgraded, the irrigation system. Failure to properly maintain
such facilities may result in responsibility for repairs and replacements, to the extent not
already placed on the District, being shifted to the District in the discretion of the Town.
The Town Director of Public Works may require periodic updates or reports on
maintenance of these facilities.
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d) Damiges to Facilities. Neither Party shall be responsible for the
repair or replacement of any facilities or improvements damaged by the negligent or
willful acts or omissions (including without limitation negligent maintenance) of the
other Party or its guests, agents, employees, licensees, or invitees.
e) Annual Cpital Facilities Assessment. On or before May lst of every
year, each Party shall submit to the other Party for its review and comment an assessment
of each of the facilities and improvements for which it is responsible under this
Intergovernmental Agreement (a "Capital Facilities Assessment" or "CFA"). Each year
the CFA shall include an evaluation of the adequacy of maintenance which has been
performed and at least a five year forecast of expected maintenance, repair, and
replacement items and an estimate of expenditures necessary to accomplish the same
consistent with the terms of this Intergovernmental Agreement. The Parties may prepare
a joint CFA if they desire. The first CFA is contained within the same spread sheet as the
Master List attached as Exhibit B hereto and incorporated herein by reference. Future
CFAs do not have to be part of the Master List spreadsheet, it being the intention of the
Parties that the CFA will be revisited and revised on an annual basis while the Master
List will not change. In connection with preparing a CFA, the Parties may jointly
recommend the acquisition, installation, and construction of new facilities or major
upgrades to existing facilities from funds in the Recreation Enhancements Funds to be
created pursuant to Section 10 hereof.
f) Annual Maintenance Log. Each Party shall keep an annual log
setting forth actual expenditures made for maintenance, repairs, and replacements
required hereunder. Each Party shall forward a copy of such log to the other Party on or
before May 1 St of the following year.
g) Financing of Maintenance Obli¢ations• Recreation Proiects Line
Items. Promptly upon execution of this Intergovernmental Agreement, each Party shall
take steps to institute in their respective budgets separate line items known as "Recreation
Projects Line Items" or "RPLI" for the purpose of implementing the Capital Facilities
Assessment. Subject to annual appropriation, each Party is obligated on an annual basis
to appropriate to its respective RPLI the minimum amount of funds necessary to make the
expenditures for the subsequent one-year period forecast in the five-year Capital
Facilities Assessment. While the Parties are only required to fund one year in advance,
the Parties are encouraged to use the RPLI to set aside funds for expenditures foreseeable
several years into the future. Once funds are appropriated to the RPLI, they may only be
expended on maintenance, repairs, or replacement items required to be made hereunder
or on acquisition of new facilities or improvements for the Premises. However, for
purposes of this Intergovernmental Agreement, funds appropriated to the RPLI do not
have to be reserved for or traced to the item in the Capital Facilities Assessment to which
they are related (e.g., funds identified in the RPLI in 2009 for replacement of a certain
roof in 2014 are not restricted to funding replacement of such roof). Any funds not
00084138.DOC / 9}6
expended in a particular year shall be re-appropriated consistent with the CFA; provided,
however, that such remaining funds shall not offset or reduce funds required to be
appropriated to the RPLI in the subsequent year. On an annual basis, each Party shall
provide the other Party with a detailed description of its appropriations to and
expenditures from its RPLI. Upon the expiration or earlier termination of this
Intergovernmental Agreement, any funds remaining in a Party's Recreation Projects Line
Items may be spent in any lawful manner, for any purpose, and without any obligation to
the other Party.
8.SURRENDER OF PREMISES. Upon the expiration or other termination
of this Intergovernmental Agreement, the District shall promptly quit and surrender to the
Town the Premises in good order and safe condition, ordinary wear excepted.
9.DISTRICT PROPERTY. All items of property purchased by the District
and not affixed to the Premises shall remain the property of the District.
10. RENT• RECREATION ENHANCEMENTS FUNDS District shall pay
Town an annual Rent in the amount of $129,000 per yeax, commencing with the Rent
payment for 2008, which Rent shall be increased annually based on increases in the U.S.
Department of Labor's Consumer Price Index for the Denver-Boulder statistical area.
Upon receipt of the 2009 Rent payment and subsequent years, the Town shall maintain
the Rent proceeds in a separate account or in a manner similar to the Recreation Projects
Line Items above, with such proceeds referred to herein as "Recreation Enhancements
Funds" or "REF". Once funds are credited to the REF, they may only be expended on
new facilities, major upgrades to existing facilities, or unforeseen costs to facilities on the
Premises; provided, however, that such funds may be spent on any Town purposes where
the Town Council has detertnined the need. The Parties intend that "new facilities" or a
major upgrade" under this Section are (i) facilities which enhance the quality or
diversity of the public's experience of the Premises or the Leased Premises, as the case
may be, beyond the experience that would prevail if the facilities were simply being
maintained as required pursuant to this Intergovernmental Agreement (ii) and are not
mere repairs or replacements of existing capital facilities. On an annual basis, the District
may request a detailed description of revenues to and expenditures from the REF. Upon
the expiration or earlier termination of this Intergovernmental Agreement, the Town may
expend any funds remaining in the Recreation Enhancements Funds on any lawful
purpose and without any obligation to the District.
11. PASSES. As a benefit for its employees, the District shall provide the
Town with as many season golf, tennis, Nordic, and skating passes as the Town requests.
Such passes shall be non-transferable. Use of the Premises pursuant to such passes shall
be subject to all District policies, rules and regulations.
12. WATER SUPPLY. Irrigation and other water is supplied to the Premises
pursuant to various agreements and interests in water rights. The Parties do not intend for
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this Agreement to supersede or modify such agreements and rights, even if contained in
the Prior Lease. However, the Parties agree to cooperate in the preparation of an
inventory of water supply sources, with particular focus on supply limitations during
drought conditions. The Parties anticipate that, working with third-party water providers,
such inventory will lead to the development of a comprehensive plan to address and
mitigate, to the extent feasible, any identified water supply weaknesses.
13. PARKING. The District shall cooperate with the Town with regard to
public parking at the Premises and the Clubhouse parking lot in particular. The Town
acknowledges that the District must provide parking for golf, restaurant, Nordic and other
District purposes and parking facilities are essential. The District acknowledges the
critical shortage of winter and special events parking and agrees to continue to cooperate
in allowing the public to park at the Premises subject to reasonable reservation of spaces
necessary for use of the Golf Course. The Parties may enter into separate agreements
from time-to-time to further cooperate in the use of parking facilities.
14. PERSONNEL. The Town and the District and their respective officers,
agents, and employees shall fully cooperate so as to facilitate the performance of this
Intergovernmental Agreement. The provision of recreational services and programs as
contemplated in this Intergovernmental Agreement, and the hiring, firing, and discipline
of District employees shall be the responsibility of the District. No person employed by
the District shall have any right to Town benefits including health insurance and pension.
The District, however, may invest pension funds in the Town's pension fund subject to
such conditions as may be established by the Town and pernutted by law. The Town
shall not be liable for the payment of any salaries, wages, or other compensation to any
District personnel perfornung recreation services pursuant to this Agreement, nor for any
obligation of the District other than provided for herein. Nothing herein shall obligate the
Town to be liable for the injury or sickness of any District employee arising out of his/her
employment.
15. LIABILITY INDEMNIFICATION AND INSURANCE.
a) District Indemnification. To the extent legally permissible and
without waiving any of the protections, requirements, and limitations of the Colorado
Governmental Immunity Act, the District shall indemnify and hold the Town, its agents,
servants and employees harmless from and against any and all liability, loss, damages,
costs and expenses, including reasonable attorney's fees and costs of investigating any
such matters, suffered or sustained by the District, its agents, servants or employees, or
by any other person rightfully on or about the Premises arising out of any act, error,
omission or negligence in the operation, maintenance or use of the Premises by the
District, its agents, servants or employees or of any occupant, subtenant, visitor or user of
any portion of the Premises, or any condition of the Premises or adjacent property;
provided that this indemnity shall not extend to damages resulting solely from the
negligence or willful misconduct of the Town, its agents, servants or employees.
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b) Town Indemnification. To the extent legally permissible and
without waving any of the protections, requirements, and limitations of the Colorado
Governmental Immunity Act, the Town shall indemnify and hold the District harmless
from and against any and all liability, loss, damages, costs and expenses, including
reasonable attorney's fees arising from the negligence of the Town, its officers, agents,
employees, successors and assigns.
c) Insurance. The District and the Town shall respectively provide
their own public liability, property damage, and errors and omissions insurance policies
sufficient to ensure against all liability, claims, and demands or any other potential
liability arising from this Agreement. Further, the District and the Town shall, subject to
the approval of each Party's insurance carrier, name the other Party as a coinsured under
such insurance policies and shall furnish evidence of the same to the other Party. By
execution of this Intergovernmental Agreement, each Party represents that it has received
satisfactory proof of payment of the other Party's insurance. In the case of any claims-
made policy, the necessary retroactive dates and extended reporting periods shall be
procured to maintain such continuous coverage. The District and the Town may provide
such insurance through programs of self insurance. Each Party shall procure and
continuously maintain the following minimum insurance coverages, or self insurance
capability:
i) Workman's Compensation insurance coverage in the
statutorily prescribed amounts.
ii) The following types of insurance coverage in the amount of
one hundred fifty thousand dollars ($150,000) per person and six hundred thousand
dollars ($600,000) per occurrence, or such limits as otherwise provided by the Colorado
Governmental Immunity Act, and one million dollars ($1,000,000) aggregate:
1) General Liability insurance coverage. The policy shall
be applicable to all Premises and operations and shall include coverage for bodily injury,
broad form property damage, personal injury, blanket contractual, products and
completed operations.
2) Comprehensive Automobile Liability insurance
coverage with respect to each of the Parties' owned, hired or non-owned vehicles used in
the performance of this Agreement.
3) Errors and Omissions insurance coverage.
4) Liquor Liability insurance coverage if the District
obtains a liquor license to serve wine, beer, or intoxicating liquors.
00084138.DOC / 9}9
16. EFFECTIVE DATE. This Intergovernmental Agreement shall become
effective on the date set forth at the beginning of this document.
17. DEFAULT.
a) General. In the event a Party fails to perform any of its non-
monetary obligations (a "non-monetary default") hereunder after 30 days written notice
or a Party fails to perform any of its monetary obligations (a "monetary default") after
five days written notice, then such Party shall be in default under this Intergovernmental
Agreement, and the non-breaching Party shall be entitled to exercise any and all rights
provided for by law, including without limitation termination of this Intergovernmental
Agreement. However, no failure to perform an obligation shall be deemed a default for
so long as
i) The breaching Party is using its reasonable efforts to cure a
non-monetary obligation which cannot reasonably be cured within the 30 day period
referenced in Section 17(a) above;
ii) The breaching Party disputes that it has failed to perform an
obligation and either Party determines to mediate the dispute. If a Party determines to
mediate, it must provide written notice to the other Party within the applicable notice
period referenced in Section 17(a) above of such determination. Upon delivery of such
notice, the applicable notice period shall be tolled effective as of the date of the notice
and the Parties shall proceed to mediate the issue; provided, however, that the notice
period shall be tolled only for so long as the mediation process is actively being pursued
and, in any event, the tolling period shall last no longer than six months from the date of
the initial notice of non-performance. The Party requesting mediation shall pay the costs
of the mediation, except for any attorneys fees incurred by the other Party in connection
with the mediation; or
iii) A Party is unsatisfied with the results of the mediation
proceedings referenced above and provides notice, prior to the lapsing of the notice
period referenced in Section 17(a) above (which period may be tolled pursuant to Section
17(a)(ii) above), to the other Party of its intent to have the dispute subject to non-binding
arbitration. In such event, the Parties shall submit the matter to non-binding arbitration
and the notice period referenced in Section 17(a) above will again be tolled. However,
the notice period shall be tolled only for so long as the arbitration process is actively
being pursued and, in any event the tolling period shall last no longer than nine months
from the date of the initial notice of non-performance. The Party requesting arbitration
shall pay the costs of the arbitration, except for any attorneys fees incurred by the other
Party in connection with the mediation.
b) In the event of a re-occurring non-monetary default or a re-occurring
monetary default, the defaulting Party shall only have 48 hours after written notice is
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made to perform such obligations before such Party shall be in default and the mediation
and arbitration provisions of this Section shall be inapplicable and of no effect.
c) Limitation of Damages; Remedies Cumulative. Neither Party is
entitled to incidental, consequential or exemplary damages as a result of the default of the
other Party. All rights and remedies herein enumerated shall be cumulative, and none
shall exclude any other remedies allowed at law or in equity.
18. TERMINATION.
a) Unless sooner terminated as provided for herein, this
Intergovernmental Agreement shall ternunate at noon ten years from the date set forth at
the beginning of this document (the "Temunation Date"); provided, however, that this
Intergovernmental Agreement shall automatically renew for up to two successive ten year
terms unless either Party provides the other Party with written notice of its decision to not
renew this Intergovernmental Agreement no later than one year in advance of the
Termination Date.
b) Upon expiration or earlier termination of this Intergovernmental
Agreement, the District's right to use the Premises and all improvements thereon shall
cease as provided for herein.
c) Upon termination of this Intergovernmental Agreement, both Parties
shall have no further obligations of any kind or nature, except those that specifically
survive termination.
19. MISCELLANEOUS PROVISIONS.
a) Amendments, Modifications and Waivers. No amendment,
modification, or waiver of any covenant, condition, or provision hereunder shall be valid
unless in writing and duly executed by the Party to be charged therewith.
b) Entire Agreement. This written Intergovernmental Agreement
embodies the whole agreement between the Parties hereto and any inducements,
promises, terms, representations, conditions, or obligations made or entered into either by
the Town or the District not contained herein are void and of no force or effect.
c) Binding Agreement. This Intergovernmental Agreement shall be
binding upon the respective Parties, their successors or assigns.
d) Severabilitv. All promises and covenants herein are severable, and
in the event that any of them shall be held invalid by a court of competent jurisdiction,
this Intergovernmental Agreement shall be interpreted as if such invalid provision or
covenant were not contained herein.
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e) Authoritxto Enter. The District and the Town have represented to
each other that each possesses the legal ability to enter into this Intergovemmental
Agreement. In the event that a court of competent jurisdiction deternunes that either of
the Parties did not possess the legal ability to enter into this Intergovernmental
Agreement, this Intergovernmental Agreement shall be voidable by the other Party.
fl Notice. Any notices to be sent to the Parties pwsuant to the terms of
this Intergovernmental Agreement shall be considered made the day it is mailed via
certified or registered mail to the following addresses:
Town Manager
Town of Vail
75 South Frontage Road
Vail, CO 81658
Executive Director
Vail Park and Recreation District
700 South Frontage Road East
Vail, CO 81657
g) No Third Party Rights. This Intergovernmental Agreement shall not
be deemed to confer or grant to any third Party any right to claim damages or bring any
legal action or claim against either the District or the Town because of any breach hereof
or any covenant, condition, or provision contained herein.
h) Snecific Enforcement. In addition to any other remedies available to
the Parties in law or equity upon breach, this Intergovernmental Agreement shall be
subject to specific enforcement.
i) Assignment; Sublease. This Intergovernmental Agreement shall be
non-assignable and the District shall not mortgage or encumber any of the facilities set
forth herein or pledge any interest under this Intergovernmental Agreement as security in
a financing transaction without the prior written consent of the Town in each instance.
However, the District may sublease or license portions of the Premises for purposes
which further the District's provision of park and recreation services to the public, which
purposes include without limitation concession services, food and beverage services,
performances, sleigh rides, and other amenities; provided, however, that any such
sublease or license shall not have a term exceeding three years without the written
consent of the Town.
j) Obligations Subject to Annual Appropriation. The obligations of the
Town and the obligations of the District hereunder are subject to the annual appropriation
of funds necessary for the performance of such obligations by the Town's Town Council
100084138.DOC / 9}12
and the District's Board of Directors, respectively, which appropriations shall be made in
the sole discretion of such bodies.
k) Section Headings. The section headings in this Intergovernmental
Agreement are inserted for convenience and are not intended to indicate completely or
accurately the contents of the Sections they introduce, and shall have no bearing on the
construction of the Sections they introduce.
1) Time of the Essence. All the time limits and requirements stated in
this Intergovernmental Agreement are of the essence of this Intergovernmental
Agreement.
m) Duplicate Original. This Intergovernmental Agreement may be
executed in two or more counterparts, each of which shall be an original, but all of which
together shall constitute one and the same instrument.
n) Compliance with All Laws and Regulations. The District agrees not
to use or permit the Premises to be used for any purpose or in any fashion prohibited by
the laws of the United States, or the State of Colorado, or the ordinances or regulations of
the Town.
o) 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.
IN WITNESS WHEREOF, the Town and the District have executed this
Intergovernmental Agreement as of the date first set forth above.
TOWN OF VAIL, a Colorado municipal
corporation
By:
Attest:
Secretary
VAIL PARK AND RECREATION
DISTRICT, a quasi-municipal corporation and
political subdivision of the State of Colorado
100084138.DOC / 9}13
By:
Attest:
Secretary
STATE OF COLORADO
ss.
COUNTY OF
The foregoing instrument was subscribed and sworn to before me this day
of 20 by as of the Town
of Vail Park, a Colorado municipal corporation.
Witness my hand and official seal.
My commission expires:
Notary Public
STATE OF COLORADO
ss.
COUNTY OF
The foregoing instrument was subscribed and swom to before me this day
of 20 by as of Vail
Park and Recreation District, a quasi-municipal corporation and political subdivision of
the State of Colorado.
Witness my hand and official seal.
My commission expires:
Notary Public
00084138.DOC / 9}14
EXHIBIT A
DESCRIPTION OF PREMISES
00084138.DOC / 9}
EXHIBIT B
MAINTENANCE RESPONSIBILITIES MASTER LIST AND INITIAL CAPITAL
FACILITIES ASSESSMENT
Attached - 3 Pages)
Attachment Acknowledged By:
Town of Vail Vail Park and Recreation District
Town Ma.nager Executive Director
Date:Date:
100084138.DOC / 9}
APPENDIX 1
TO
TOWN OF VAIL AND VAIL PARK AND RECREATION DISTRICT
INTERGOVERNMENTAL AGREEMENT
CAPITAL FACILITIES COMPLIANCE "CHEAT SHEET"
1.Annual Transfer of Funds to Recreation Projects Line Items Made on
in the amount of $
2.Capital Facilities Assessment Required to Be Furnished on June 1 of each
year.
3.Forward Annual Maintenance Log to the Other Party by April 1 of each
year.
4.Annually Provide the Other Party with a Detailed Description of its
Contributions to and Expenditures from its Recreation Projects Line Items.
5.Make recommendation with regard to funds held in Recreation
Enhancements Funds.
00084138.DOC / 91
Exhibit A
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Boundary of Premises 0 325 sso Feet
Parcel S: 210108114002 d 210109200002: Zone Distrid: Outdoor Redeation)
Town of Vail Golf Course
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EXHIBIT B
MAINTENANCE RESPONSIBILITIES MASTER LIST AND INITIAL CAPITAL
FACILITIES ASSESSMENT
Attached - 3 Pages)
Attachment Acknowledged By:
Town of Vail Vail Park and Recreation District
Town Manager Executive Director
Date:Date:
00084138.DOC / 9}
Exhibit B
VRD/TOV
SUMMARY OF ESTIMATED VAIL GOLF CLUB FACILITIES CAPITAL MAINTENANCE AND REPLACEMENT COSTS
Average Per
Year 7hereafter
Summary
pescription Code 2007 8 2008 2009 2010 2011 2012 TotalThru 2012 2073-2026)
Gplf Course Capifal - See Detail By Corresponding Summary and Color Code on Following Pages:
100% TOWN RESPONSIBILITIES:
GiwMr1bfwwe 70V T!•T0,01E 4.~2 2,912 83.312 21.251
100°k VRD RESPONSIBILITIES:8 9s5 52,393 8,613 150,675 Z
Clubhouse 8 SYdrter ShaCk- VRD D-1 68,403 4100
GoM AAantenanCB HW9-
i Q-52 772
Course 11amt-1FtD 243.733 47 752 39.970 4i.999
50150 SPLIT ITEMS:525,000
ADA- Elevator 3 Restrooms 31 325.000
Regfning WaMs S-3 405.198 405.198 7,237
Bridges
S-4 324,220 52.643 23,725 400.588 11,478
Total Items Sp11t 60160 4.569,480 52,643 167,085 4,789,187 91,671
Total Golf Course Capltal 312,136 5,315,438 76,789 125,052 206,365 6,035,780 275,040
Total TOV ResponsibiNty - Irtigation System 1,607,522 1,607,522 17.974
TotaITOVResponsibility - OtherGdf 1,368,383 15,682 34,639 86,454 1,505,159 67,630
Total TOV RecponslWllty- Golt 2,975,905 15,682 34,639 86,454 3,112,680 52%85,604 31%
1,607.522 1,607,522 17.974
Total VRD Responsibihty - Irtiga6on Syatem
ToW VRD Responsiblity - Other Gol(312,136 732,011 61,107 90 413 119,911 1,315,578 171,462
Total VRD Responsibility- Golf 312,136 2,339,533 61,107 90,413 119,211 2,923,100 48%169,436 690,6
EXHIBIT B PAGE 1
Exhibit B
VRD/TOV
SUMMARY OF ESTIMATED VAIL GOLF CLUB FACILI7IES CAPITAL MAINTENANCE AND REPLACEMENT COSTS
AVSraps Per
V"t -
8ummary
D-riptlon Coda Town RstportNDOty VRD R[sponNbWly 210T 7691 26D!TBfO Mf 1ef? ToWTlru 10f2 YBf1tBtfp
U21'..lu6tmuss-:wsuaStr4t 0-1 NmK N WAOO
W-~~1~M~ouse-SsnNfli fn0ercaAd 41 Noiro N TA00 7.000
OFi+nY i.N SbrN- Vlds -A fwi9~P5 Nqw M 9.b50
G.YA 3a67
D1PGdf Carl Sb-P Fbo,67 Mon~A1 z.162 5=1.964
10.023 10.027 2052
D11CIWroufeMloAwW~isaMCiiqi dt Nan.N
D72tIUMws~fbo~9 bt Na»N 1.456 3B.Yi5 41.451 1.424
D14C4ahwsO MSmrFuMClw0 61 Nme N
D15-ChMawqidwn PI Non~N 7.17!7.1~0 20~326
016CYMawWtiariEOOn~6/ Nan~N
20l7
D17-GU6hwt* .60Ypu~Mis 6t Na»N SA00 S.OOD t.OQ!
D18~CM8hous~ - Ph~aEop 61 IN 1& diYn b Weu~ M~D Yskar UNns Yo b 9~aM hD 10.00G 20,000
D1iGltluru~ Eile',FwMh"61 No-Ali 5,297 5.37 554
Vi!-CN~MOUx Ocrnnsnc ~M! WNn MeMe,P1 aw 50'50 LpM 50'SC 4.100 4.100 57T
15-~:qQ~w~~:aeNuiMM~pEafoLYtwWS SY1 NEY~NWWaucan.RatawaM~+M SA~
kMice~W Mm:_ q[,- E-mc,SnY SOKO P. Ayr-»+n A SW50 Prtr AJ-rrord 215.000 225:OD0
noRrxw N..r. nriA E*sveROr i. ~ soM so~so w, ~~au~ svM 50,50 vr A,-n+m?nl 225.000 225.0o0
029~Mbh- lO 330or1 qmq.s b1 SpM 5D30 Spll 59/50 785fl 7A5t1 431
D2!-$NfM ShaQC 8ui0up E11vNOpi 61 NOm N S.lOp 6At3 1241J 9,272
p?Pg~sno.cn.r+in1.~a.n, Nm.11
Sr~
em
C*WWeI D? tAai°A~
3J~-SSUMx".aurv~l'Matln.'sirY.:43 N~+n.Il
4 . r..3-('A`J,*•" .
r 1
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R35.13lh Fi,sA Re'4--BuMSln9 Exrai.M.US NMee A1 I~.80G i,2t?@,Y!T A4
g?F~i::.-...i~.~~.-_:_~,e~._:~-~.-,<~~...:..~;~t~~-.-::.: ~..~.~~__._..!4~A1_.... . itm-:.•
411d W r..:..'...iuY. 51'>t.•.Af : i.-„79.000 5,000
EXNIBIT B PAGE 2
Exhibit B
VRD/TOV
SUMMARY OF ESTIMATED VAIL GOLF CLUB FACILITIES CAPITAL MAINTENANCE AND REPLACEMENT COSTS
Awlaqe P.t
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t
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s
cMa.uu seo~~.s Sune, srtut sedwns 4.597 4.597 4~
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D61-2nU Ikl. BriOpe S I Splt SOI50 SPM sQ'SU 720 5.720 654
D52.11filbM7Yftsr9MW 54 Spf160150 SpYlSa50 isoJOC 130ADO
051111h FIeN Priic~ CrWpn b-r 8W 6W60 Spli 50150 3A00 7,000 1.126
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Dt~S16N llMa EroDo
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E2.k. eurosn, slw,r,T.2 A1 riw~.i.tT1 e,in7 ot5
E144nerrwulukn4vrxwt- ..nsns,i.7 AN r+vM 3.10141 1=1.770 A02
E441ln?iaiwolJOnaW.6u...T4 e,nrNrai" wlM{boMr+ r+.iwC-ftv s?um ircy?+t.1ao 1,100
E4Ji4+r904ncw B~MnW 4nya 0unrs T-2 A1 tNM
Mi
E1.Wnlrima~ BJtl?Nr Sh-Mf 5" Rcahy T-Q M Nww L7.700 0r~10~0 t~.
iN+Mt~6astA ~Ya'nO trnerkn 0~7 ` . Ne~r
E 11 4AMMC- 0004i s^W 1.2 M.Obm"wwjmmwt Nak1Wr nuMrsno!
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E tz-YrM.i.nc. 9u106a0. ra ww.w s~apr Tr4 T-2 MpMoarntrno-rnrA RnYBM mrMnMO~
att
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I.RC 1,542
e, 4410%000~ eWa.,y aft nI.e w..ra nwa--woY.uw n«.w ~rW.n.~
i°°
el dNirio- Wsnv ta 48060u'-m-0yoro•d a.LAln. nnrten.na
67
EIDNbMnamal.MMqIfJACtlnA 73 pIpYKrn-vo-o-W pwMSrrrrynanca
Ni
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so
Et Fae27pe I37Nw!II • 6u'..."'~'~T~2 Y Mw¦IJ.OOD
l11-ASp1N11 U"Nry -M Prbp iw.?ov 7.2 M.v.~y t ut ~wdJ~t+.t cor r4 cna Fale.dcai 2.052 t.9st 6.349
f~'S-AHhbtR~MYWRnq-7p4 W..'Z'1n to
40M
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t.
tf2 1RAM=*'~:9 1• a!~,~^'.;r~~.,,...;c
i=:
EXHtB1T 8 PAGE J
t~~
APPENDIX 1
TO
TOWN OF VAIL AND VAIL PARK AND RECREATION DISTRICT
INTERGOVERNMENTAL AGREEMENT
CAPITAL FACILITIES COMPLIANCE "CHEAT SHEET"
1.Annual Transfer of Funds to Recreation Projects Line Items Made on
in the amount of $
2.Capital Facilities Assessment Required to Be Furnished on June 1 of each
year.
3.Forward Annual Maintenance Log to the Other Party by April 1 of each
year.
4.Annually Provide the Other Party with a Detailed Description of its
Contributions to and Expenditures from its Recreation Projects Line Items.
5.Make recommendation with regard to funds held in Recreation
Enhancements Funds.
00084138.DOC / 9)