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HomeMy WebLinkAbout2014-08 IGA with ECO Transit Welcome Space and TRC LeaseRESOLUTION NO.8 Series of 2014 A RESOLUTION APPROVING AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE TOWN OF VAIL AND THE COUNTY OF EAGLE FOR LEASE OF THE ECO TRANSIT WELCOME CENTER SPACE AT THE VAIL TRANSPORTATION CENTER; 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"); WHEREAS, the members of the Town Council of the Town (the "Council ") have been duly elected and qualified; WHEREAS, the Town and the County of Eagle (the "County ") wish to enter into an Intergovernmental Agreement (the "IGA ") authorizing the County to lease certain space within the Vail Transportation Center for bus - ticket sales and provision of information services concerning local and regional transportation; WHEREAS, the Council considers it in the interest of the public health, safety and welfare to provide animal control services; and WHEREAS, The Council's approval of Resolution No. 8, Series of 2014, is required to enter into an IGA NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO THAT: Section 1. The Council hereby approves and authorizes the Town Manager to enter into the IGA with the County for lease of the Eco Transit Welcome Center Space at the Vail Transportation Center in substantially the same form attached hereto as Exhibit A and in a form approved by the Town Attorney. Section 2. This Resolution shall take effect immediately upon its passage. INTRODUCED, PASSED AND ADOPTED at a re r meeting of the Town Council of the Town of Vail held this 18th day of March, 2014. Andrew P. Daly Town Mayor G 19 • •••;.....,;••vim n. 16Z� Resolution No. 8, 2014 INTERGOVERNMENTAL AGREEMENT FOR LEASE OF THE ECO TRANSIT WELCOME CENTER SPACE AT THE VAIL TRANSPORTATION CENTER THIS INTERGOVERNMENTAL AGREEMENT ( "Agreement') is entered into the day of , 2014, between the Board of County Commissioners of Eagle County, a body corporate and politic ( "County "), and the Town of Vail, a Colorado municipal corporation, hereinafter referred to as the "Town' (individually at "Party" and collectively, the "Parties "). RECITALS WHEREAS, the Town owns, operates and maintains the Vail Transportation Center located at 241 South Frontage Road East, Vail, Colorado 81657 (the "VTC "); and WHEREAS, the County wishes to lease certain space within the VTC for bus - ticket sales and the provision of information services concerning local and regional transportation, as well as information regarding the Town of Vail, Vail Resorts, Greyhound, and local hotels and businesses; and WHEREAS, the Town is willing to lease said space to the County upon the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Town and the County, the Parties do hereby agree as follows: 1. Term. The initial term ( "Initial Term ") of this IGA shall commence upon execution of this Agreement by both parties and shall end on December 31, 2014, unless earlier terminated as hereinafter provided. 2. Renewal Term. After expiration of the Initial Term, this IGA shall automatically renew on the same terms and conditions for up to five (5) additional one -year terms (each one year period will individually be referred to as a "Renewal Term "). Each Renewal Term will commence on January 1 and end on December 31 of the succeeding calendar year. 3. Premises. The Town hereby grants to the County the right to lease and occupy the following space at the VTC: Space No. 400 consisting of an approximately 197 square foot area located on level 4 of the VTC, more particularly described in Exhibit A, attached hereto and incorporated herein by this reference. (the "Premises "). The Town will allow the County to place a Ticket Vending Machine outside of space No. 400 with access to power provided by the Town. Area of the needed space will be at least 3 feet wide by 2 feet deep. 4. Lease Payment Amount. As consideration for lease of the Premises under this Agreement, the County shall pay to Vail for each term as follows: Page 1 of 6 County will compensate the Town of Vail for use of the Premises in the form of bus tickets valued in an amount not to exceed $50,000 per year. The bus tickets will be for the use of Town of Vail employees. 5. Budizetina and Appropriation. The County's obligations under this Agreement are subject to the County's annual right to budget and appropriate the sums necessary to lease the Premises. No provision of this Agreement shall be construed or interpreted as creating a multiple fiscal year direct or indirect debt or other financial obligation of the County within the meaning of any constitutional or statutory debt limitation. Notwithstanding anything to the contrary contained in this IGA, the County shall have no obligations under this IGA with respect to any period after the end of the fiscal year in which funds have been appropriated therefore by the County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, Title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. § 29 -1 -101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). If applicable funds are not appropriated for a forthcoming Term, the County may terminate this Agreement without penalty, effective upon the commencement of the period for which funds have not been appropriated. the County will use its best effort to notify the Town of such non - appropriation of funds and resulting termination at the earliest possible date. 6. Payment. Payment will be made as follows: On a monthly basis, County will report and reconcile bus ride activity reports for passes dedicated to the Town of Vail billing code in the ridership software. Rides by pass will be reconciled at a rate of $1.50 per ride, not to exceed $85 per employee per month. Reports will be available to the Town no later than the 15`h of the month following the billing period. 7. Riehts and Limitations on Use of the Premises. The following rights and limitations apply to the County's use of the Premises: (a) The County shall have access to the Premises only during normal operating hours for the VTC. (b) The County agrees to accept the Premises in its existing condition and agrees not to make any installation on the Premises, except as may be removed without damage to the Premises. (c) The County agrees to take good care of the Premises and to leave the Premises in the same condition as when first occupied at the commencement of this Agreement, reasonable wear and tear expected. (d) The County shall be permitted to display signage necessary for its operations and as required by Greyhound Lines, Inc. The County will, at its own expense, maintain in good condition, all permitted signs and shall, on the expiration or termination of this Agreement, remove all such permitted signs and repair any damage that may be Page 2 of 6 caused by such removal. (e) The County agrees to immediately notify the Town of any defects or dangerous conditions in and about the Premises of which the County becomes aware. The County agrees to reimburse the Town for the cost of repairing any damage to the Premises caused by acts or omissions of the County. (f) The County shall not permit the Premises to be used for any purpose prohibited by law, and will use the Premises in accordance with the general rules and regulations adopted by the Town governing the operation of the Premises. (g) The County has the right to contract with a third -party independent contractor to provide bus - ticket sales and information services on its behalf. County's independent contractor will be required to comply with the limitations on use of the Premises contained herein. (h) The Town shall provide County one daily parking pass per month for parking at the Vail Transportation Center through the course of the lease. 8. Termination. The County or the Town may terminate this IGA without cause by providing at least forty -five (45) days prior written notice to the other Party. 9. Utilities. The Town agrees that it will, at its own expense, furnish the necessary electricity, heating, lighting, trash removal, and water for the leased premises. the County shall provide janitorial and other services necessary to maintain the Premises in a clean and orderly condition, as well as special lighting lamps not normally furnished by the Town, at the County's own cost and expense. 10. Inspection. The Town shall have the right to enter the Premises for the purpose of inspecting or protecting the Premises. 11. Liability and Indemnification. The County, its officers and employees, shall not be deemed to assume any liability for intentional or negligent acts, errors, or omissions of the Town or of any officer or employee thereof. Likewise, the Town, its officers and employees, shall not be deemed to assume any liability for intentional or negligent acts, errors or omissions of the County or by any officer or employee thereof. 12. Insurance. The County must carry valid insurance for any individuals and property that are involved in use of the Premises. The Parties must each carry property damage and general liability insurance policies, each in the amount of $1,000,000 per occurrence and $1,000,000 aggregate. 13. Relationship of the Parties. The relationship between the Parties is that of cooperating independent governmental entities and nothing herein shall be deemed or construed as creating a relationship of principal and agent, partnership, joint venture, or joint ownership interest in the real property. 14. No Waiver of Governmental Immunity. Nothing in this IGA shall be construed to Page 3 of 6 waive limit, or otherwise modify any governmental immunity that may be available by law to the Town or the County, its respective officials, employees, contractors, or agents, or any other person acting on behalf of the Town or the County, and, in particular, governmental immunity afforded or available pursuant to the Colorado Governmental Immunity Act, Title 24, Article 10, Part 1 of the Colorado Revised Statutes. 15. Notice. Any notice, demand, or other communication required or permitted to be given by any provision of the Lease shall be given in writing, delivered personally or sent by certified or registered mail, postage prepaid and return receipt requested, or by overnight courier, with shipping charges prepaid, address as follows: To the Town: Town of Vail Pam Brandemeyer Assistant Town Manager 755 Frontage Road Vail, CO 81657 Ph.: (970) 479 -2100 To the County: Eagle County Director of Transportation for ECO Transit 3289 Cooley Mesa Road P.O. Box 1070 Gypsum, CO 81637 Ph.: 970 - 328 -3520 16. No Third -Party Beneficiaries. Nothing contained in this IGA is intended to or shall create a contractual relationship with, cause of action in favor of, or claim for relief for, any third - party, including any agent, sub - consultant or sub - contractor of the Town, the County or Eagle County. Absolutely no third -party beneficiaries are intended by this IGA. Any third -party receiving a benefit from this IGA is an incidental and unintended beneficiary only. 17. Miscellaneous. a. Except as provided herein, no amendment, alteration, modification or addition to this Agreement shall be valid or binding unless in writing and signed by the Parties. b. The caption of each section is added as matter of convenience only and is to be considered of no effect in the construction of any provision contained herein.' c. This Agreement shall be governed and interpreted in accordance with the laws of the State of Colorado. d. Should either party bring suit to enforce the terms of this Agreement, the Parties shall bear their own respective costs, expenses, and attorneys' fees. Page 4 of 6 e. If any provision of this Agreement or the application thereof to any person or circumstance shall to any extent be deemed invalid or unenforceable, the remainder of the Agreement shall not be affected thereby. / /Signature Page Follows // Page 5 of 6 IN WITNESS WHEREOF, the Parties hereto have executed this IGA the day and year first above written. TOWN OF VAIL TOWN OF VAIL, STATE OF COLORADO, By and Through Its MAYOR ATTEST: By: Tammy Nagel, Town Clerk Andy Daly, Mayor Date: EAGLE COUNTY COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS ATTEST: By: Clerk to the Board of County Commissioners Date: Page 6 of 6 Jillian H. Ryan, Chairman