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HomeMy WebLinkAbout2017-17 Pre-Development Agreement with Eagle County School District for Red Sandstone Parking StructureRESOLUTION NO. 17 Series of 2017 A RESOLUTION APPROVING A PRE -DEVELOPMENT AGREEMENT BETWEEN THE TOWN OF VAIL AND EAGLE COUNTY SCHOOL DISTRICT REGARDING A PUBLIC PARKING STRUCUTRE; 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 leases property (the "Property") to Eagle County School District (the "District") for the Red Sandstone Elementary School; WHEREAS, The Town and the District agree that it is in their respective best interests and in the best interests of the populations they serve to further study whether a portion of the Property be developed for use as a public parking structure containing approximately 160 spaces for parking; WHEREAS, the Town and the District would like to enter into a Pre -Development Agreement (the "Agreement") formalizing the responsibilities of both Parties; and WHEREAS, the Council finds and determines that the Agreement will promote the health, safety, morals, and general welfare of the Town. NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO THAT: Section 1. The Council hereby approves the Agreement and authorizes the Town Manager to enter into the Agreement with the District in substantially the same form as 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 regular mee g of the Town Council of the Town of Vail held this 2nd day . 017 ..044, e Chapi Town Mayor Resolution No. 17, Series 2017 Exhibit A PRE -DEVELOPMENT AGREEMENT THIS PRE -DEVELOPMENT AGREEMENT (the "Agreement") is made this day of , 2017 (the "Effective Date"), by and between the Town of Vail, a Colorado home rule municipality with an address of 75 South Frontage Road, Vail, Colorado 81657 (the "Town"), and the Eagle County School District, a Colorado school district with an address of 948 Chambers Avenue, P.O. Box 740, Eagle, Colorado 81631 (the "District") (each individually a "Party" and collectively the "Parties"). WHEREAS, the Town is the owner of certain real property more particularly described as (the "Property"); WHEREAS, the Property is currently leased by the Town to the District and used for the Red Sandstone Elementary School; and WHEREAS, the Parties wish to set forth the understanding of the Parties to enable the development of a portion of the Property. 1. Project. a. The Town and the District have determined that it is in their respective best interests and in the best interests of the populations they serve that a portion of the Property be developed for use as a public parking structure (the "Structure") containing approximately 160 spaces for parking, along with an access driveway (the "Driveway"), and related improvements, including without limitation necessary improvements to the lower parking lot on the Property and the Frontage Road (the "Related Improvements") (collectively the "Project"). b. Attached hereto as Exhibit A and incorporated herein by this reference is a conceptual plan depicting the approximate footprint of the Structure and the location of the Driveway and Related Improvements. The Parties intend that the Project will be developed and constructed in accordance with the schedule attached hereto as Exhibit B and incorporated herein by this reference (the "Schedule"). The preliminary budget for the Project is set forth in Exhibit C, attached hereto and incorporated herein by this reference (the "Budget"). c. The District conducted a competitive bidding process, and the Parties have selected a design team to complete the design of the Project and a general contractor to complete the construction of the Project. The Town will enter into contracts for the design and construction of the Project. d. Contacts. Each Party shall designate a contact person for administration of this Agreement. 2. Development Agreement. a. Additional agreements and understandings of the Parties regarding the Project will be memorialized in a development agreement between the Parties (the Resolution No. 17, Series 2017 "Development Agreement"). Following the execution of this Agreement the Parties agree to negotiate in good faith concerning the terms of the Development Agreement. b. The Development Agreement shall be executed by the Parties on or before August 1, 2017. The Parties acknowledge that if, despite the good faith efforts of the Parties, they fail to agree on the terms of the Development Agreement, this Agreement shall automatically terminate. c. The Development Agreement shall include provisions addressing the following, at a minimum: Final design/construction plans, construction schedule and budget; ii. Procedures for ensuring the timely completion of the Project, including penalties for delay; ii. Allocation of parking spaces in the Structure; iv. Annual maintenance responsibilities for the Structure and the Driveway; v. Penalties for default; vi. Any necessary amendments to the lease between the District and the Town; vii. A provision requiring the Town to obtain any necessary access permits from the Colorado Department of Transportation ("CDOT"); and vii. Allocation of total Project costs, including any additional improvements to the Structure, such as restrooms, public art and security. 3. Costs. a. From the Effective Date until the execution of the Development Agreement or until this Agreement terminates, the Town will be responsible for 85% of the costs associated with the Project and the District will be responsible for 15% of the costs associated with the Project. Notwithstanding the foregoing, the Town will pay 100% of the cost of the traffic study for the Project and any soils testing necessary for the Structure. The obligations contained in this Subsection shall survive termination of this Agreement. b. The Town acknowledges that the District's contribution to the cost of the construction of the Project will utilize proceeds from a voter approved bond issuance, the interest on which is excludable from gross income for federal income tax purposes. The Town agrees that it shall not take (or omit to take) or permit or suffer any action to be taken if the result of the same would cause the District's bonds to be private activity bonds within the meaning of Section 141 of the Internal Revenue Code. 4. Miscellaneous. Resolution No. 17, Series 2017 a. Governing Law and Venue. This Agreement shall be governed by the laws of the State of Colorado, and any legal action concerning the provisions hereof shall be brought in Eagle County, Colorado. b. Third Parties. There are no intended third -party beneficiaries to this Agreement. c. Assignment. Neither this Agreement nor any of the rights or obligations of the Parties shall be assigned by either Party without the written consent of the other. d. Governmental Immunity. The Parties and their officers, attorneys and employees are relying on, and do not waive or intend to waive by any provision of this Agreement, the monetary limitations or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, C.R.S. § 24-10-101, et seq., as amended, or otherwise available to the Parties or their officers, attorneys or employees. e. Subject to Annual Appropriation. Consistent with Article X, § 20 of the Colorado Constitution, any financial obligation of either Party not performed during the current fiscal year is subject to annual appropriation, shall extend only to monies currently appropriated, and shall not constitute a mandatory charge, requirement, debt or liability beyond the current fiscal year. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. TOWN OF VAIL, COLORADO Patty McKenny, Acting Town Manager ATTEST: Tammy Nagel, Deputy Town Clerk EAGLE COUNTY SCHOOL DISTRICT President ATTEST: Secretary Resolution No. 17, Series 2017