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HomeMy WebLinkAbout2009-04 IGA with VRD regarding the Golf Course Irrigation System Cost Sharing and Funding RESOLUTION N0.4 Series of 2009 A RESOLUTION APPROVING AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE TOWN OF VAIL AND THE VAIL PARK AND RECREATION DISTRICT REGARDING THE GOLF COURSE IRRIGATION SYSTEM COST SHARING AND FUNDING; 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, Town and Vail Park and Recreation District (the "VRD") entered into an intergovernmental lease agreement dated July 18, 2008 pursuant to which the VRD will occupy and operate the Town's Vail Municipal Golf Course (the "Golf Course") and in which the Town and the VRD set forth their intentions to make financial contributions toward the maintenance and repair of the Golf Course improvements; and WHEREAS, the replacement of the Golf Course's 40 year-old irrigation system with a new system (the "Project") is expected to deliver improved irrigation coverage, water efficiency, and reliability; and WHEREAS, the Town will pay for half the cost of.the Project and loan funds to the. VRD for payment of the other half of the Project costs; and WHEREAS, the Town's financing of the VRD's contribution pursuant to - the IntergovernmeataJ Agreement ("IGA") regarding the cost sharing and funding for the golf course irrigation system will provide substantial savings to the taxpayers, including the avoidance of bond underwriting fees and other bond issuance and administrative costs; and WHEREAS, the actions under this Resolution comply with all applicable laws and regulations of the State of Colorado and the Town; and WHEREAS, the Council considers it in the interest of the public health, safety .and welfare to enter into this IGA with theVRD. N4W THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO THAT: Resolution No. 4, Series 2009 Section 1. The Council hereby approves the IGA and authorizes the Town Manager to enter into the IGA with the VRD, in substantially the same form as attached hereto as Exhibit A and in a form approved by the Town Attorney, for the cost sharing and funding of the golf course irrigation system. 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 6th day of January, 2009. Dick Cleveland, Town Mayor ATTES i~gr'~lei onaldson, Town Clerk ~~Ol~ f.. ~ •.s, LC>+R~` Resolution No. 4, Series 2009 `j 2~.., . , GOLF COURSE IRRIGATION SYSTEM COST SHARING AND FUNDING AGREEMENT THIS GOLF COURSE IRRIGATION SYSTEM COST SHARING AND FUNDING AGREEMENT ("Agreement") is made and entered into as of the day of 2009, 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 Parties recently entered into an intergovernmental lease agreement dated July 18, 2008 ("Lease") pursuant to which the District will occupy and operate the Town's Vail Municipal Golf Course ("Golf Course") and in which the Parties set forth their intentions to make financial contributions toward the maintenance and repair of Golf Course improvements; and WHEREAS, the District is contracting for the replacement and upgrade of the Golf Course's 40 year-old irrigation system with a new system (the "Project"), which Project is expected to deliver improved irrigation coverage, water efficiency, and reliability; and WHEREAS, the Parties wish to supplement the Lease and memorialize their specific agreement that the Town will pay for half the cost of the Project, not to exceed $1,600,000 and loan funds to the District for payment of the other half of the Proj ect costs, not to exceed $1,600,000; and WHEREAS, the Parties expect that the Town's financing of the District's contribution pursuant to this Agreement will provide substantial savings to the Parties' mutual taxpayers, including the avoidance of bond underwriting fees and other bond issuance and administration costs; 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 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. The District will be the contracting party and "Owner" for contracting purposes of the Project. The District will have sole responsibility for managing the Project. 2. The Town hereby approves the Project subject to the conditions contained herein and provided the initial contract price shall not exceed $3,200,000. The Project contract award, all payment approvals in excess of $10,000, and all change orders shall be approved by the Town's designated representative. 3. The Town will pay 1/2 the costs of the Project up to $1,600,000. The District shall invoice the Town for its share of each contractor invoice on a monthly basis. 4. The Town shall lend the District 1/2 the costs of the Project up to $1,600,000 in one lump sum at a date requested by the District, but no sooner than such time as the Project contract is awarded to the contractor. 5. Interest will be set at a fixed rate equal to the 5 year treasury rate on the date the loan is funded by the Town. 6. Although not anticipated, any loan amounts in excess of the maximum amount set forth herein must be requested by the District and approved by the Town. However, the District is not prohibited from using its own funds for Project costs in excess of the amounts loaned to it pursuant to this Agreement. 7. For accounting purposes, the District shall provide the Town with a Promissory Note ("Note") evidencing the debt created hereunder in the form of Exhibit A attached hereto and incorporated herein by reference. Specific terms of the loan authorized by this Agreement are set forth in the Note. Such Note shall be subject to annual appropriation and shall be non- negotiable. 8. There are no prepayment penalties if the District pays off all or a portion of the Note earlier than required. 9. Any excess of loan funds over the District's portion of the costs of the Project shall be promptly repaid to the Town upon completion of the Project. Any loan amounts repaid to the Town shall constitute a prepayment of the amounts due and owing under the note. 10. The obligations of the Town and the obligations of the District hereunder and under the Note are subject to the annual appropriation of funds necessary for the performance of such obligations by the Town's Town Council and the District's Board of Directors, respectively, which appropriations shall be made in the sole discretion of such bodies. 11. 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. 12. This Agreement embodies the whole agreement between the Parties hereto with regard to financing the Project, 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. 13. 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 Agreement shall be interpreted as if such invalid provision or covenant were not contained herein. 14. The District and the Town have represented to each other that each possesses the legal ability to enter into this Agreement. In the event that a court of competent jurisdiction determines that either of the Parties did not possess the legal ability to enter into this Agreement, this Agreement shall be voidable by the other Party. 15. This 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. 16. This Agreement maybe 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. 17. 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: VAIL PARK AND RECREATION DISTRICT, a quasi-municipal corporation and political subdivision of the State of Colorado By: 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, 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 sworn to before me this day of 20 , by as of Vail Park and Recreation District, aquasi-municipal corporation and political subdivision of the State of Colorado. Witness my hand and official seal. My commission expires: Notary Public EXHIBIT A Promissory Note (Subject to Annual Appropriation -Non Negotiable) U. S. $ Vail, Colorado Date: 20 1. FOR VALUE RECEIVED, the undersigned (Borrower) promise(s) to pay the Town of Vail, a Colorado municipal corporation (Note Holder), the principal sum of Dollars (U.S. $ with interest on the unpaid principal balance from the date hereof until paid, at the rate of percent per annum, simple interest (no compounding), based on the number of days elapsed. Principal and interest shall be due and payable at 75 South Frontage Road, Vail, CO 81657, or such other place as Note Holder may designate on the first day of December 2009 through and including 2013 (each date being a "Payment Date"). The amount of the principal payment due on each Payment Date will be equal to the then present note balance divided by the remaining number of payments (which remaining number of payments shall include the then due payment). 2. Borrower is a political subdivision of the State of Colorado and the obligations of the Borrower hereunder are subject to the annual appropriation of funds necessary for the performance of such obligations by the Borrower's Board of Directors, which appropriations shall be made in the sole discretion of such entity. 3. With the exception of the mandatory partial redemption at the completion of the Project, payments received for application to this Note shall be applied first to the payment of interest, and the balance applied in reduction of the principal amount hereof. 4. Borrower may prepay the principal amount outstanding under this Note, in whole or in part, at any time without penalty. 5. The terms of this Note are supplemented by the terms of the Golf Course Irrigation System Cost Sharing and Funding Agreement between the Borrower and the Town of Vail. (CAUTION: SIGN ORIGINAL NOTE ONLY/RETAIN COPY) ATTEST: VAIL PARK AND RECREATION DISTRICT Name of Organization ~ ~ By ~ Secretary Chair (SEAL) ~ Resolution No. 4, Series 2009