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HomeMy WebLinkAbout1974-10 Approving a Memorandum of Agreement Concerning the Operation of the Municipal Bus System, the Dedication or Sale of Certain Parcels of Land to the Town and Various Additional ArrangementsRESOLUTION N0. 1Q Series of 1974 A RESOLUTION APPROVING A MEMORANDUM OF AGREEMENT CONCERNING THE OPERATION OF THE MUNICIPAL BUS SYSTEM, THE DEDICATION OR SALE OF CERTAIN PARCELS OF LAND TO THE TOWN, AND VARIOUS ADDITIONAL ARRANGEMENTS WHEREAS, the Town of Vail, Colorado, hereinafter referred to as the "Town", and Vail Associates, Tnc., here- inafter referred to as "VAI", are jointly operating a bus system in the Town for the benefit of the public and VAI desires to terminate its involvement in said system; WHEREAS, the Town and VAI have agreed in principle that the Town will become the sole operator of the municipal bus system in consideration of certain parcels of land being dedicated or sold to the Town by VAI and various additional arrangements between the parties; and WHEREAS, the Town Council of the Town considers that it is reasonable, appropriate, and beneficial to the Town and its citizens for the Town to enter into a Memorandum of Agreement with VAI regarding the aforesaid matters; NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO, AS FOLLOWS: Section 1. Title. This resolution shall be known as the "Resolution Approving' a Memorandum of Agreement Concerning the Operation of the Municipal Bus System and Acquisition of Land by the Town" . Section 2. Approval of Memorandum of Agreement and authorization for execution thereof. The Memorandum of Agreement dated the 1st day of April, 1974, by and between the Town of Vail, Colorado, and Vaii Assaciates, Inc., an unexecuted copy of which is marked Exhibit 1", attached hereto, and made a part hereof, is hereby approved by the Town Council and the Town Manager and the Town Attorney are hereby authorized by the council to execute said Agreement, or a modified version thereof which contains substantially the same provisions, in behalf of the Town by the 30th day of April., 1974. Section 3. Attachment of executed copy of Memorandum of Agreement hereto. After a Memorandum of Agreement has been duly executed by the parties in compliance with Section 2 hereof, an executed copy of said Agreement shall forthwith be marked "Exhibit 2", attached hereto, and made a part hereof. Section 4. Effective date. This resolution shall take effect upon the passage hereof. r1 LJ INTRODUCED, READ 16th day of April., 197. ATTEST: T wn Clexk r~ V APPROVED, AND ENACTED, this MEMORANDUM OF AGREEMENT THIS MEMORANDUM OF AGREEMENT, made this lst day of April, 197, by and between the TOWN OF VAIL, COLORADO, a municipal corporation, hereinafter referred to as the "Town", and VAIL ASSOCIATES, INC., a Colorado corporation, hereinafter referred to as "VAI", WITNESSETH: WHEREAS, the Town and VAI are jointly operating a bus system in the Town of Vail for the benefit of the public and VAZ desires to terminate its involvement in said system; and WHEREAS, the parties have agreed that the Tawn will became the sole operator of the municipal bus system as pro- vided herein in consideration of certain parcels of land being dedicated or sold to the Town by VAI and other arrangements contained in this agreement; NOW,THEREFORE, IT IS HEREBY AGREED BY THE PARTIES HERETO AS FOLLOWS: 1. All the right, title, and interest of VAI in the following parcels of land which exists upon the execution hereof without further encumbrance will be dedicated without charge by VAI to the Town within sixty days after the date of this agreement except as otherwise agreed in writing by the parties: A. The "Mountain Bell site", approximately ten acres, that is designated in an approximate manner on a map of the Town of Vail, marked "Exhibit I", which is incorporated into and made a part hereof, said site being indicated on said map as "Site A". EXHIBIT ]. i ~ B. The "Golf Course park Site", approximately twenty-three acres, which is indicated on Exhibit I as "Site B". C. The "Sandstone park areas", approximately thirty acres, which are indicated on Exhibit 1 as "Site C Tract A}", "Site C {Tract B}", "Site C {Tract C}", and Site C (Tract D) " D, A "Soccer field", approximately three acres, which is indicated on Exhibit l as "Site D". E. A "Tot Lot site", approximately one-half acre, which is indicated on Exhibit 1 as "Site E". F. A "Fire Station site", approximately two acres, which is indicated on Exhibit 1 as "Site F". G. The "Bus Depot site", approximately two acres, which is indicated on Exhibit 1 as "Site G". 2. VAT will dedicate without charge to the Vail Metropolitan Recreation District, a Colorado quasi-municipal corporation, within sixty days after the date of this agreement except as otherwise agreed in writing by the parties all its right, title, and interest in the parcel of land in the Lions- head area of the Town of Vail on which six tennis courts are situated, which interest exists upon the execution hereof with- out further encumbrance, said parcel being indicated on Exhibit 1 as "Site H". 3. Within five years after the date of this agreement, the Town will periodically designate, to a reasonable number and extent, bicycle paths and pedestrian paths across properties owned by VAY, which paths will be agreed to by VAI unless there is a compelling reason to the contrary with respect to any proposed path, and VAI will grant easements to the Town for each path agreed upon by the parties within sixty days after each agreed designation. 4. VAI will sell all its right, title, and interest in a parcel of sand in the Town of Vail known as "Site 24", subject to an existing lease between VAI and Public Service Company but without further encumbrance than exists upon the execution hereof, E which parcel is approximately two acres and has an A-frame building situated thereon, being indicated on Exhibit 1 as "Site I", to the Town and the Town will purchase said parcel for the sum of 120,000.00, said sum to be paid at the option of the Town in accordance with either subparagraph A or B hereof. A. The Town will pay $24,000.00 to VAI as a down payment by the 30th day of April, 1974, and will pay the $96,000.00 balance of the purchase price to VAI by the 31st day of December, 1974; VAI will receive any rental installments due under the aforesaid lease until the $120,000.00 has been paid; VAI will not enter into an agreement with Public Service Company to ter- minate the lease without first obtaining the written consent of the Town; and the Town may discuss the matter of said lease with Public Service Company. B. Tn the alternative, the Town will pay $24,000.00 to VAI as a down payment by the 30th day of April, 1974, and will pay the $96,OOO.oo balance of the purchase price to VAI in five annual installments of $19,200.00 each together with annual interest thereon at the rate of the prime rate average for ` the year of the installment plus 3/4 per cent, but not to exceed 12 per cent per annum, said interest to be computed on the balance of principal due during the year of the installment, with the first installment to become due one year after the termination of the aforesaid lease and the next four install- ments to become due on the same date in the succeeding four years; VAI will receive any rental installments due under the aforesaid lease until said lease is terminated; VAI will not enter into an agreement with Public Service Company to terminate the lease without first obtaining the written consent of the Town; and the Town may discuss the matter of said lease with Public Service Company. 5. The operation of the bus system in the Town of Vail will be resolved as follows: A. The Town and VAI will continue their joint i . operation of the bus system through the 30th day of April, 1975; from the 1st day of April, 1974, through the 30th day of April, 1974, each party will pay 50 per cent of the direct operating expenses; from the 1st day of May, 1974, through the 30th day of April, 1975, the Town will pay 75 per cent and VAI will pay 25 per cent of the direct operating expenses; and from and after the 1st day of May, 1975, the Town will pay all the direst operating expenses. B. At the option of the Town, VAT will continue to provide maintenance and storage at cost to the Town for the Town buses until the Town has constructed a bus depot and can maintain and store its buses without assistance from VAI; provided, however, that VAT will not be so obligated beyond the 30th day of April, 1985. C. After the 1st day of April, 1974, the- Town will purchase any new buses required by the bus system and bear any additional capital expenditures pertaining to the bus system, D. After the 1st day of April, 1974, the Town will hire and discharge all employees of the bus system except far the VAI employees engaged in its maintenance and storage of the Town buses as provided in subparagraph B hereof. E. At no charge to the Town, VAI will transfer the titles or leases of its buses to the Town after the 30th day of April, 1974. F. After the 30th day of April, 1974, the opera- tion of the bus system will be solely a municipal function of the Town, except for its rights under subparagraph B hereof, and the Town will endeavor to provide reasonable bus service through- out the Town of Vail. b. The Town will endeavor to design, construct, and maintain a pedestrian overpass across the U.S. Interstate 70 highway between the Lionshead area and the Sandstone park areas referred to in paragraph 1C hereof) in the Town of Vail, subject to the fallowing conditions: A. The Town obtains gexmission for the overpass rom the State of Colorado Highway Department, which permission the Town will diligently seek to obtain; in the event such permission cannot be obtained the Town`s obligation with respect to the contemplated overpass will be abrogated. B. The direct cost of the overpass up to 250,000.00 will be paid by the Town; each party will pay 50 per cent of the direct costs between $250,000.00 and $500,040.00; in the event it is determined by the parties that the overpass cannot be constructed for $500,000.00 or less the obligations of the parties with respect to the contemplated overpass will be abrogated; all or part of Town's share may be paid with federal funds C. Within one hundred eighty days after the execution hereof the Town will submit a request in proper form to the State of Colorado Highway Department seeking permission to construct the overpass and diligently pursue said request until a decision thereon has been obtained; in the event approval for the overpass is obtained, within twenty-four months after its receipt of written notice thereof the Town wi11 commence con- struction of the overpass, provided said project can be developed far $500,000.00 or less; and the Town will complete the con- struction of the overpass within twenty-four months after the commencement of the project unless unavoidable delays beyond its control occasion an extension of the construction period, D. VAI will grant appropriate easements across its properties to the Town in order to facilitate the construction, maintenance, and usage of the overpass, as agreed by the parties. 7. Upon the request of VAI submitted to the Town by the 30th day of April, 1985, the Town will grant permission to VAI to construct parking structures having two floors, in- cluding the ground floor, on one or more of its three principal parking lots in the Lionshead area of the Town of Vail. 8. The Tawn will create a public arts and crafts center in the A-frame building on Site 24 (referred to in para- graph 4 hereof) by the 31st day of December, 1974. 9. The Town will issue a permit to VAI to enable its vehicles to cross bicycle paths and pedestrian paths when necessary for access to its properties or to provide service to its customers. 10. The Town confirms its intention to eventually develop a public day care center within the Tawn of Vail, pro- vided such a project is considered to be appropriate by the Town Council and adequate funding can be obtained in a reason- able manner. 11. Upon submission of a proposal by VAI to rectify any deficiencies in the existing stream tract lease of the 30th day of August, 1971, the Town will give prompt, fair, and im- partial consideration thereto and seek to resolve the matter on a mutually acceptable basis and in the event it is resolved the parties will enter into a new lease superseding the existing lease. l2. At the option of VAT, the Town will accept the dedication of the 5-B service yard. 13. After the completion of the Lionshead mall and parkway in the Town of Vail, the Town will accept the dedication thereof at the option of VAI, provided the mall and parkway satisfy the requirements of the Building Code of the Town. l4. The parties will take all reasonable steps and actions in order to effectuate the provisions of this agreement. IN WITNESS WHEREOF, the parties hereto have affixed their hands on the date first above written. TOWN OF VAIL, COLORADO By: Terrell J. Minger, Town Manager and Gene A. Smith, Town Attorney and VAIL ASSOCIATES, INC. By: Richard L. Peterson, President and Frederick S. Otto, General Counsel r • 1 f f CT;R'1'IFICI.:~':~~ ©f I7]:S1~OSITION OI' itla,~.~OLUT~O:1 IT IS lli~I,.1:T3`I C1;IZTIFII?:D pursuant to the Char~.er of the ao~•:I.1 of Vail, Colar~3do, Article IV, Section 4.G, that Resolution yo. ~_~~L~ ~ 5c~~-ies of 1974, to the original of ~•rhich this ce.rtificatc~ is <<ffixea, was r.ulyadopted byj~t~h~epTown• Council at its r~uc~ularr;c:etil~g.:~r~ the ~~ da~~ of ~'~r''w`' 1974,its a3o~tian ~•.°as au ~.:~enticatc'c~ uti- the sic~n<~turesoff' the Playo.r and the To~•,r. Clex,~, c~I]Claccordinga.yon the date hereof said resolutiorl t~:~as duly r_ecnrc~.Gdin the of~icia]_ Leco.rds of res--Olutl017a' Of 'f:~1£'. 'TO~':I7 Of Lri~.]-l, G~J~.C~rc~CiU. .bF~ T~S: Vail, Colorado, tl•1~_s !~~~rv day of ~~G~ `_'" .1974.c-~'~.~ d~-6~To~~; IZ C1