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HomeMy WebLinkAbout2023-25 A Resolution of the Vail Town Council Approving a Lease Agreement Between the TOV and CDOT to Allow for Public Parking onI-70 Frontage Roads in the Town of VailRESOLUTION NO.25 SERIES OF 2023 A RESOLUTION OF THE VAIL TOWN COUNCIL APPROVING A LEASE AGREEMENT BETWEEN THE TOWN OF VAIL AND THE COLORADO DEPARTMENT OF TRANSPORTATION ("CDOT") TO ALLOW FOR PUBLIC PARKING ON 1-70 FRONTAGE ROADS IN THE TOWN OF VAIL WHEREAS, CDOT currently leases to the Town certain sections of the 1-70 frontage roads within the Town for use as public parking and for general peak period public overflow parking at times the Town's off-street parking facilities are anticipated to or have reached full capacity; and WHEREAS, the Town and CDOT wish to renew said lease through May 31, 2026, pursuant to the terms of the Lease Agreement attached hereto as Exhibit A and incorporated herein by this reference (the "Lease Agreement"). NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO THAT: Section 1. The Town Council hereby approves the Lease Agreement in substantially the same form attached hereto as Exhibit A, and in a form approved by the Town Attorney, and authorizes the Town Manager to execute the Lease Agreement on behalf of the Town. Section 2. This Resolution shall take effect immediately upon its passage. INTRODUCED, PASSED AND ADOPTED at a regular meeting of a Town Council held this 20th day of June, 2023. IF mberly Lan aid,�.-Vavor ATTEST: Stephanie Bibbens, Town Clerk coop May 17, 2023 COLORADO Department of Transportation Division of Maintenance & Operations 2829 W. Howard Place Denver, CO 80204 Mr. John M. Cater Division Administrator 12300 W. Dakota Ave., Suite 180 Lakewood, CO 80228 Attn: Jeff Bellen Dear Mr. Bellen: Location: I-70 frontage road, Town of Vail Re: Vacant land lease - parking CDOT's Region 3 Office is requesting your approval of a vacant land lease agreement between the Colorado Department of Transportation and the Town of Vail. The subject areas are located in the non - travel lanes of the I-70 frontage road in the Town of Vail. This is a nominal lease, and the Town will not charge for parking when the areas are utilized. The areas may only be utilized for a maximum of sixty days per calendar year during the term of the lease. The areas have been leased by the Town for overflow parking for the past fourteen years. Per the terms of the lease, no parking shall be allowed in any area within the 1-70 clear zone. Additionally, no parking shall be allowed in any area that lacks sufficient shoulder width to allow a parked vehicle to be located completely out of any adjacent travel lane and which does not provide adequate protections to pedestrians from moving vehicles. The Region seeks your concurrence in granting this request and presents the following facts supporting this request: 1. The right of way and specific property rights being retained are adequate under present day standards for the facility involved; 2. Allowing this lease will not adversely affect the Federal -Aid facility or the traffic thereon; 3. This requested lease is on the National Highway System as adopted by FHWA on October 7, 1993; I have attached a copy of the lease, an aerial depiction of the subject areas, and CatEx. Please let me know if you need any additional information that may assist you. Sincerely, FHWA Approval Date: Andrea Griner For JEFFREY H BELLEN ae «u signed byJEFFAEYH Real Estate Specialist B50- Date:2023.05.31 16.23:19.WW John M. Cater Enclosures Division Administrator, Colorado PROPERTY MGMT.NO. (Ref. old lease #100748) NO: PROJECT 170-2(7) 183 LOCATION: 1-70 frontage roads within the limits of the Town of Vail LEAST; AGREEMENT (Vacant Land) THIS LEASE AGREEMENT made and entered into this day of , 2023 by and between the State of Colorado acting by and through the Colorado Department of Transportation, CDOT, hereinafter referred to as "Lessor", and the Town of Vail, thereinafter referred to as "Lessee". W ITNESSETH: NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties hereto agree as follows: 1. PREMISES, Lessor hereby leases and demises unto Lessee the Premises, hereinafter referred to as "Premises", located along the non -travel lanes of the Interstate 70 (1-70) frontage roads located within the limits of the Town of Vail in Eagle County, Colorado at the following mile - markers: • North Frontage Rd • South Frontage Rd 0 Cascade Village • Lionshead • Vail Village • Public Works • PW-Aspen Lane MP 173.5-173.8 Exhibit A.1 MP 173.5-174.2 Exhibit A.2 MP 174.43-174.72 Exhibit A.3 MP 175.31-175.81 Exhibit A.4 MP 176.15-176.5 Exhibit A.5 MP 176.5-177.35 Exhibit A.6 MP 177.4-178.8 Exhibit A.7 The leased Premises being as shown on the plat attached hereto, made a part hereof and marked "Exhibit A.1-A.7". 2. TERM The term of this lease shall begin on June 1. 2023 and end on Mav 31. 2026, subject to the cancellation and termination provisions herein. 3. RENT. Lessee shall pay $250.00 rent, once per three-year term, due at the signing of this Lease. Payments shall be made payable to the Colorado Department of Transportation at: Colo. Dept. of Transportation C/o Accounting Receipts & Deposits 2829 W. Howard PI., 51h Floor Denver, CO 80204 or at such place as Lessor from time to time designates by notice as provided herein. 4. USE. It is understood and agreed that the Lessee intends to use the Premises only for public parking and for general peak period public overflow parking at times Lessee's off-street parking facilities are anticipated to or have reached full capacity. Lessee may utilize the Premises for parking for a maximum of sixty (60) days per calendar year. Lessee shall not charge or collect payment for parking on Premises. Any other use of the Premises, exceeding the 60 (sixty) day per calendar year limit, or charging for parking on Premises shall constitute material breach of this Lease and may cause this lease to terminate immediately at the Lessor's option. 5. TAXES, UTILITIES, MAINTENANCE AND OTHER EXPENSES. It is understood and agreed that this Lease shall be an absolute Net Lease with respect to Lessor, and that all taxes, assessments, insurance, utilities and other operating costs and the cost of all maintenance, repairs, and improvements, and all other direct costs, charges and expenses of any kind whatsoever respecting the Premises shall be borne by Lessee and not by the Lessor so that the rental return to Lessor shall not be reduced. offset or 7. OWNERSHIP. The State of Colorado is the owner or the Premises. Lessor warrants and represents himself to be the authorized agent of the State of Colorado for the purposes of granting this Lease. 8. LEASE ASSIGNMENT. Lessee shall not assign this Lease and shall not sublet the demised Premises without specific written permission of the Lessor 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, except as is hereby authorized pursuant to Sections 23(b) and 23(c) below. 9. 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. 10. CANCELLATION. Both parties understand that at any time before the scheduled expiration of the term of this Lease, Lessor has the right to cancel the lease without liability by giving the Lessee 30-day written notice of its intention to cancel the Lease. The notice shall be hand delivered, posted on the Premises, or sent to the Lessee, at the address of the Lessee contained herein by Certified Mail, return receipt requested. This Lease may also be canceled by the Lessee by giving the Lessor 30-day written notice of their intent to do so. 11. 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. 12. 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. 13. 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. 14. NO VIOLATION OF LAW. The Lessee shall not commit, nor permit the commission of, any act or thing, which shall be a violation of any ordinance of the municipality, City, County, or of any law of the State of Colorado or the United States. The Lessee shall not use the Premises for any manner, which shall constitute a nuisance or public annoyance. 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. The signatories aver that to their knowledge, no state employee has any personal or beneficial interest whatsoever in the service or property described herein. 15. 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: Colo. Dept. of Transportation Town of Vail Property Management Manager Attn: Town Manager 2829 W. Howard PI., 4th Floor 75 South Frontage Road 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. 17. CHIEF ENGINEER'S APPROVAL. This Lease shall not be deemed valid until it has been approved by the Chief Engineer of the Colorado Department of Transportation and by the Lessee. 18. HAZARDOUS MATERIALS. The Lessee agrees to defend, indemnify and hold harmless the Lessor and any employees, agents, contractors, and officials of the Lessor against any and all damages, claims, liability, loss, fines or expenses, including attorney's fees and litigation costs, related to the presence, disposal, release or clean-up of any contaminants, hazardous materials or pollutants on, over, under, from or affecting the property subject to this Lease, which contaminants or hazardous materials the Lessee or its employees, agents, contractors or officials has caused to be located, disposed, or released on the property. The Lessee shall also be responsible for all damages, claims and liability to the soil, water, vegetation, buildings or personal property located thereon as well as any personal injury or property damage related to such contaminants or hazardous materials. 19. NO NEW PERMANENT STRUCTURES OR IMPROVEMENTS. No new permanent structures or improvements of any kind shall be erected or moved upon the Premises by the Lessee without the express written prior permission of the Lessor. Any such structure or improvement erected or moved upon the Premises without the express written consent of the Lessor may be immediately removed by the Lessor at the expense of the Lessee. Further, any structures, improvements or items of any kind remaining on the Premises at the termination of the Lease will be considered abandoned by the Lessee and may be immediately removed by Lessor at the Lessee's expense. 20. BINDING AGREEMENT, This Lease shall be binding upon and inure to the benefit of the partners, heirs, executors, administrators, and successors of the respective parties hereto. 21. DEFAULT. If: (1) Lessee shall fail to pay any rent or other sum payable hereunder for a period of 10 days after the same is due; (2) Lessee shall fail to observe, keep or perform any of the other terms, agreements or conditions contained herein or in regulations to be observed or performed by Lessee and such default continues for a period of 30 days after notice by Lessor; (3) This Lease or any interest of Lessee hereunder shall be levied upon by any attachment or execution, then any such event shall constitute an event of default by Lessee. Upon the occurrence of any event of default by Lessee hereunder, Lessor may, at its option and without any further notice or demand, in addition to any other rights and remedies given hereunder or by law, do any of the following: (a) Lessor shall have the right, so long as such default continues, to give notice of termination to Lessee. On the date specified in such notice (which shall not be less than 3 days after the giving of such notice) this Lease shall terminate. (b) In the event of any such termination of this Lease, Lessor may then or at any time thereafter, re-enter the Premises and remove there from all persons and property and again repossess and enjoy the Premises, without prejudice to any other remedies that Lessor may have by reason of Lessee's default or of such termination. (c) The amount of damages which Lessor may recover in event of such termination shall include, without limitation, (1) the amount at the time of award of unpaid rental earned and other sums owed by Lessee to Lessor hereunder, as of the time of termination, together with interest thereon as provided in this Lease, (2) all legal expenses and other related costs incurred by Lessor following Lessee's default including reasonable attorneys' fees incurred in collecting any amount owed hereunder (3) any damages to the property beyond its present condition. (d) Upon the Lessee's failure to remove its personal property from the Premises after the expiration of the term of this Lease, Lessor may in its sole discretion, without notice to or demand upon Lessee, remove, sell or dispose of any and all personal property located on the Premises. Lessee waives all claims for damages that may be caused by Lessor's removal of property as herein provided. 22. INSURANCE. (Revised 2006 per State Controller Requirements) (a) The Lessee shall obtain and maintain, at all times during the duration of this Lease, insurance in the kinds and amounts detailed below. The Lessee shall require any Contractor working for aL.....,. .... al.... I']....... .. r... i.-. .. 4.M.r. 1:1... ........ r...... T4... i..li.......... ...... .�........ �..... .. �.....n n..i.. w.. ...i h.. ... .. Fi....i (c) Commercial General Liability Insurance written on ISO occurrence form CG 00 01 10193 or equivalent, covering Premises operations, fire damage, independent Consultants, blanket contractual liability, personal injury, and advertising liability with minimum limits as follows: 1. $1,000,000 each occurrence; 2. $2,000,000 general aggregate; 3. $50,000 any one fire. If any aggregate limit is reduced below, $1,000,000 because of claims made or paid, the Lessee, or as applicable, its Contractor, shall immediately obtain additional insurance to restore the full aggregate limit and furnish to CDOT a certificate or other document satisfactory to CDOT showing compliance with this provision. (d) If any operations are anticipated that might in any way result in the creation of a pollution exposure, Lessee shall also provide Pollution Legal Liability Insurance with minimum limits of liability of $1,000,000 Each Claim and $1,000,000 Annual Aggregate. CDOT shall be named as an Additional Insured to the Pollution Legal Liability policy. The Policy shall be written on a Claims Made form, with an extended reporting period of at least two year following finalization of the Lease. (e) Umbrella or Excess Liability Insurance with minimum limits of $1,000,000. This policy shall become primary (drop down) in the event the primary Liability Policy limits are impaired or exhausted. The Policy shall be written on an Occurrence form and shall be following form of the primary. The following form Excess Liability shall include CDOT as an Additional Insured. (f) CDOT shall be named as Additional Insured on the Commercial General Liability Insurance policy. Coverage required by the Lease will be primary over any insurance or self-insurance program carried by the State of Colorado. (g) The Insurance shall include provisions preventing cancellation or non -renewal without at least 30 days prior notice to CDOT by certified mail to the address contained in this document. (h) The insurance policies related to the Lease shall include clauses stating that each carrier will waive all rights of recovery, under subrogation or otherwise, against CDOT, its agencies, institutions, organizations, officers, agents, employees and volunteers. (i) All policies evidencing the insurance coverage required hereunder shall be issued by insurance companies satisfactory to CDOT. 0) In order for this lease to be executed, the Lessee, or as applicable, their Contractor, shall provide certificates showing insurance coverage required by this Lease to CDOT prior to the execution of this lease. No later than 30 days prior to the expiration date of any such coverage, the Lessee or Contractor shall deliver to the Notice Address of CDOT certificates of insurance evidencing renewals thereof. At any time during the term of this Lease, CDOT may request in writing, and the Lessee or Contractor shall thereupon within 10 days supply to CDOT, evidence satisfactory to CDOT of compliance with the provisions of this section. Insurance coverage must be in effect, or this lease is in default. (k) Notwithstanding subsection (a.) of this section, if the Lessee is a "public entity" within the meaning of the Colorado Governmental Immunity Act CRS 24-10-101, et sea., as amended ("Act'), the Lessee shall at all times during the term of this Lease maintain only such liability insurance, by commercial policy or self-insurance, as is necessary to meet its liabilities under the Act. Upon request by CDOT, the Lessee shall show proof of such insurance satisfactory to CDOT. Public entity Lessees are not required to name CDOT as an Additional Insured. (1) If the Lessee engages a Contractor to act independently from the Lessee on the Premises, that Contractor shall be required to provide an endorsement naming CDOT as an Additional Insured on their Commercial General Liability, and Umbrella or Excess Liability policies. 23. ADDITIONAL PROVISIONS. (a) No parking shall be allowed in any area within the 1-70 clear zone. Additionally, no parking shall be allowed in any area that lacks sufficient shoulder width to allow a parked vehicle to be (d) Lessee shall not use the Premises nor allow any other party to use the Premises for any purpose not specifically authorized by this Lease nor for any purpose prohibited by the State of Colorado and/or the FHWA. (e) Lessee shall provide and maintain conspicuous delineation, including general directional control by Lessee's employees and agents, of permit parking areas, overflow parking areas and areas where parking is strictly prohibited. (f) Lessee shall ensure that parking upon the Premises shall not interfere with any portion of the adjoining 1-70 and with the 1-70 frontage road travel lanes. Lessee shall further ensure that parking upon the Premises shall not interfere with Lessor's or Lessor's approved installation, operation, maintenance and repair of any utilities or drainage facilities located on, above, over, under, through, across or adjacent to the Premises. (g) This Lease shall not be deemed valid unless it has been approved by the FHWA. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK. IN WITNESS WHEREOF, the parties hereto have executed this lease agreement on the day and year first above written. LESSEE: Town of Vail (If Corporation) By Attest (Seal) (Name) Title By Secretary Federal Tax Identification Number 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 Address: ATTEST: Andrea Griner Chief Clerk — Property Management Notary Public LESSOR: COLORADO DEPARTMENT OF TRANSPORTATION Keith Stefanik, P.E. 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