HomeMy WebLinkAbout2017-25 RSES Development Agreement with Eagle County School District RESOLUTION NO. 25
Series of 2017
A RESOLUTION APPROVING AN INTERVOGERNMENTAL DEVELOPMENT AGREEMENT
BETWEEN THE TOWN OF VAIL, THE EAGLE COUNTY SCHOOL DISTRICT AND THE VAIL
REINVESTMENT AUTHORITY; 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 is the owner of certain real property more particularly
described in Exhibit A, attached hereto and incorporated herein by this reference (the
"Property");
WHEREAS, the Property is currently leased by the Town to the Eagle County
School District (the "District") and used for the Red Sandstone Elementary School;
WHEREAS, the Town plans to construct a parking structure, a driveway and related
improvements on the Property;
WHEREAS, all Parties will benefit from the Project;
WHEREAS, the District is willing and able to contribute financially to the project in
exchange for a right to use the parking structure;
WHEREAS, the Vail Reinvestment Authority (the "VRA") is willing and able to
contribute financially to the project to fulfill the purposes and goals of the Amended
Lionshead Public Facilities Development Plan;
WHEREAS, pursuant to § 18(2)(a) and (b), Article XIV of the Colorado Constitution
and C.R.S. § 29-1-203, the Parties may enter into agreements with one another to
cooperate in the provision of services and facilities, when so authorized by their governing
bodies; and
WHEREAS, each of the Parties hereto has determined it to be in the best interest of the
public health, safety and welfare to enter into this Intergovernmental Development
Agreement (the "Agreement"), attached hereto as Exhibit B.
NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF
VAIL, COLORADO THAT:
1. The Agreement is hereby approved in substantially the same form attached hererto
as Exhibit B and in a form approved by the Town Attorney, and the Town Manager
is hereby authorized to execute the Agreement on behalf of the Town.
2. This resolution shall take effect immediately upon its passage.
Resolution No. 25, Series of 2017
INTRODUCED, PASSED AND ADOPTED at a regular meeting of the Town Council
of the Town of Vail held this 11th day of July, 2017.
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DAIMMINniaa
ave Cha•in,
Mayor of the Town o I ail, Colorado
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Resolution No. 25, Series of 2017
INTERGOVERNMENTAL DEVELOPMENT AGREEMENT
THIS INTERGOVERNMENTAL 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") and the Vail Reinvestment Authority, a
Colorado urban renewal authority with an address of 75 South Frontage Road, Vail
Colorado 81657 (the "VRA") (each individually a "Party" and collectively the "Parties").
WHEREAS, the District is a State of Colorado school district duly organized and
operated pursuant to Article IX of the Colorado Constitution and C.R.S. § 22-30-101, et
seq.
WHEREAS, the Town is a Colorado municipality organized and operated
pursuant to its home rule charter and Colorado law;
WHEREAS, the VRA is a Colorado urban renewal authority organized and
operated pursuant to C.R.S. § 31-25-101, et seq.;
WHEREAS, the Town is the owner of certain real property more particularly
described in Exhibit A, attached hereto and incorporated herein by this reference (the
"Property");
WHEREAS, the Property is currently leased by the Town to the District and used
for the Red Sandstone Elementary School;
WHEREAS, the Town plans to construct a parking structure, a driveway and
related improvements on the Property;
WHEREAS, all Parties will benefit from the Project;
WHEREAS, the District is willing and able to contribute financially to the project
in exchange for a right to use the parking structure;
WHEREAS, the VRA is willing and able to contribute financially to the project to
fulfill the purposes and goals of the Amended Lionshead Public Facilities Development
Plan;
WHEREAS, in June 2017, the Parties entered into a Pre-Development
Agreement which required a subsequent development agreement for the project to be
executed by the Parties on or before August 17, 2017;
WHEREAS, the Parties agree this Agreement fulfills the obligations and intent of
such Pre-Development Agreement;
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WHEREAS, pursuant to § 18(2)(a) and (b), Article XIV of the Colorado
Constitution and C.R.S. § 29-1-203, the Parties may enter into agreements with one
another to cooperate in the provision of services and facilities, when so authorized by
their governing bodies; and
WHEREAS, each of the Parties hereto has determined it to be in the best interest
of the public health, safety and welfare to enter into this Agreement.
NOW, THEREFORE, in consideration of the mutual performance of the
covenants, agreements, and stipulations contained herein, the sufficiency of which is
hereby acknowledged, the Parties agree as follows:
1. Definitions. For purposes of this Agreement, the following terms shall have the
following meanings:
a. "Operation and Maintenance Costs" means the Town's actual cost to
operate and maintain the Structure and the Driveway, including without limitation the
cost of utilities serving the Driveway and Structure and the actual cost of snow removal
for the Driveway and Structure.
b. "School Year" means the teacher contact days in the District's academic
calendar each year, plus 5% of the total number of days, as indicated on a calendar to
be finalized by the Town and the District on an annual basis, at least 30 days prior to
the start of the School Year.
2. Proiect.
a. Plans. As more particularly described in the final design and construction
plans attached hereto as Exhibit B and incorporated herein by this reference (the
"Plans"), the Town will cause a public parking structure to be constructed on a portion of
the Property containing approximately 160 parking spaces (the "Structure"), along with
an access driveway (the "Driveway") and related improvements, including without
limitation the necessary improvements to the lower parking lot on the Property and the
Frontage Road (the "Related Improvements") (collectively the "Project").
b. Budget. The budget for the Project is attached hereto as Exhibit C and
incorporated herein by this reference (the "Budget").
c. Schedule. The Parties intend that the Project will be developed and
constructed in accordance with the schedule attached hereto as Exhibit D and
incorporated herein by this reference (the "Schedule").
d. Owner. The Parties agree the Town is the owner of the Property and will
be the owner of the Project. The Town will be identified and named as the owner in all
relevant design and construction agreements, which agreements will be negotiated and
entered into solely by the Town.
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e. Contracts. The Town's contracts for construction shall contain provisions
to ensure the timely completion of the Project, including penalties to be imposed upon
the contractors for delay. The Parties agree to cooperate in and facilitate the execution
of any additional agreements, easements, or rights-of-way necessary to implement the
purposes of this Agreement.
e. Permits. The Town will obtain any necessary access permits from the
Colorado Department of Transportation ("CDOT").
3. Share of Parking Spaces. In exchange for the District's financial contribution to
the Project, as outlined below, the District will be entitled to use of certain parking
spaces in the Structure is as follows:
a. Use. The District may use up to 40 parking spaces on the uppermost
level of the Structure during each School Year. The Town shall provide the District with
parking passes for use of the District's 40 spaces, and the District will control the
distribution of its parking passes and is responsible for the replacement cost of lost or
damaged passes. At the conclusion of each School Year, and until the start of the next
School Year, the District's allocated parking spaces will be returned to the Town for
unrestricted public use.
b. Signage. The Town shall install and maintain adequate signage restricting
the appropriate parking spaces to District use, at the Town's sole cost.
4. Construction Costs. The Parties' financial contributions for the construction of
the Project are as follows:
a. District. The District shall pay a lump sum of $1.5 million to the Town
within 90 days of the Effective Date. The District's lump sum payment satisfies the
District's entire financial contribution toward the construction costs for the Project,
including any additional improvements to the Structure, such as restrooms, public art or
security features. Any costs incurred by the District prior to the date of this Agreement
are the District's own costs, and shall not be set off from the $1.5 million payment. The
costs for the District's representative shall be borne by the District, and shall not be set
off from the $1.5 million payment.
b. Town. The Town shall pay $4.3 million toward the cost of the Project,
which funds were provided by Vail Resorts by separate agreement.
c. VRA. The VRA shall pay the balance of the Project costs.
5. Operations and Maintenance.
a. General. The Parties agree the Town will operate the Structure, and the
Town may outsource operations and maintenance of the Parking Structure to one or
more third-party contractors, which contractor(s) will be selected and managed solely by
the Town. The operation of the Structure will be governed by a separate operations
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agreement to be negotiated between the Town and the District (the "Operations
Agreement").
b. Costs. The District's proportional share of Operation and Maintenance
Costs shall be 13.017%, which shall be due and payable on an annual basis in
accordance with the Operations Agreement. The Town shall set an Operations and
Maintenance Costs budget annually in consultation with the District.
6. Lease Amendment. Within 60 days of the Effective Date, the Town and the
District shall negotiate and execute an amendment to the lease agreement between the
Town and the District for the Property to address the changes to the Property caused by
this Agreement and construction of the Driveway, Structure and other improvements.
The Lease Amendment shall also provide that the Structure shall not be expanded
without the prior written consent of the District.
7. Insurance. The Town and the District shall both carry insurance coverage for the
Structure as determined necessary by the risk carriers of each Party and at the
respective cost of each Party. The Town and the District shall each name the other as
an additional insured on its policy.
8. Term and Termination.
a. Unless otherwise terminated as provided herein, the term of this
Agreement shall commence upon the Effective Date and shall terminate upon
completion of the Project.
b. Any Party may terminate this Agreement upon written notice to each of the
other Parties delivered prior to the date on which the Town becomes obligated to any
contractor for construction of the Project. After such time, there shall be no right to
terminate this Agreement, and any attempt to terminate shall constitute a breach of this
Agreement, subject to the remedies set forth in Section 9.
9. Breach and Remedies.
a. District. If the District fails to timely pay the lump sum of $1.5 million or
terminates this Agreement after the date on which the Town becomes obligated to any
contractor for construction of the Project, the District shall be in breach of this
Agreement. Upon such breach, the Town shall be entitled to retain as much of the $1.5
million payment as necessary to cover its actual costs related to the Project as of the
date of termination, including without limitation any early termination penalties due to
any contractors and other related costs.
b. Town. If the Town fails to complete the Project in substantial compliance
with the Plans and the Schedule, which may be revised by agreement of the Town and
the District, the Town shall be in breach of this Agreement. Upon such breach, the
District shall be entitled to a full refund of the $1.5 million lump sum payment, plus any
actual costs related to the Project incurred by the District as of the date of termination.
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c. VRA. If the VRA fails to comply with its obligation to pay the costs of the
Project and the Town does not pay such costs, so the Project is not completed, the
District shall be entitled to a full refund of the $1.5 million lump sum payment, plus any
actual costs related to the Project incurred by the District as of the date of termination.
10. Miscellaneous.
a. Notice. Any notice under this Agreement shall be in writing, and shall be
deemed sufficient when directly presented or sent pre-paid, first class United States
Mail to the Party at the address set forth on the first page of this Agreement.
b. Books and Records. The Town will make available to the District and the
VRA upon reasonable notice all agreements, records and documents reasonably
necessary to confirm or audit the Town's requests for payment hereunder.
c. Severability. If any provision of this Agreement is determined to be void
by a court of competent jurisdiction, such determination shall not affect any other
provision hereof, and all of the other provisions shall remain in full force and effect.
d. Integration. This Agreement represents the entire agreement between the
Parties with respect to the subject matter hereof, and all prior or extrinsic agreements,
understandings or negotiations shall be deemed merged herein.
e. Waiver. No provision of this Agreement may be waived to any extent
unless and except to the extent the waiver is specifically set forth in a written instrument
executed by the Party to be bound thereby.
f. Modification. This Agreement may only be modified by subsequent written
agreement of the Parties.
g. Governing Law and Venue. This Agreement shall be governed by and
construed in accordance with the laws of the State of Colorado, and venue for any legal
action arising out of this Agreement shall be in Eagle County, Colorado.
h. No Third Party Beneficiaries. No third party is intended to or shall be a
beneficiary of this Agreement, nor shall any third party have any rights to enforce this
Agreement in any respect.
i. No Joint Venture or Partnership. No form of joint venture or partnership
exists between the Parties and nothing contained in this Agreement shall be construed
as making the Parties joint venturers or partners. In no event shall any Party or its
employees or its representatives be considered or authorized to act as employees or
agents of any other Party.
j. Force Majeure. No Party shall be liable for a failure to perform as required
by this Agreement to the extent such failure to perform is caused by a reason beyond
the control of that Party or by reason of any of the following occurrences, whether or not
caused by such Party: strikes, labor disturbances or labor disputes of any character,
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accidents, riots, civil disorders or commotions, war, acts of aggression, floods,
earthquakes, acts of God, explosion or similar occurrences; provided that such Party
shall exercise its best efforts to provide the best possible alternative performance and to
prevent the foregoing occurrence from obstructing full performance.
k. Contingency; No Debt. Pursuant to Article X, § 20 of the Colorado
Constitution, any financial obligation of either the Town or the District under this
Agreement are specifically contingent upon annual appropriation of funds sufficient to
perform such obligation. This Agreement shall never constitute a debt or obligation of
either the Town or the District within any statutory or constitutional provision.
I. Governmental Immunity. Nothing herein shall be construed as a waiver of
any protections or immunities that any Party or its officials, representatives, attorneys
and employees may have under the Colorado Governmental Immunity Act, C.R.S. § 24-
10-101, et seq., as amended.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
Effective Date.
EAGLE COUNTY SCHOOL DISTRICT
ATTEST:
TOWN OF VAIL
Patty McKenny, Acting Town Manager
ATTEST:
Tammy Nagel, Deputy Town Clerk
VAIL REINVESTMENT AUTHORITY
ATTEST:
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Exhibit C
Project Budget
Eagle County School District 1,500,000
Town of Vail 12,781,769
Sub Total 14,281,769
Additional Town of Vail for Future Expansion 732,000
15,013,769
Town of Vail Contribution is made up of the following:
Vail Resorts Parking Investment 4,300,000
Vail Reinvestment Authority 9,213,769
EXHIBIT D
preliminary development schedule
Town select building program May
Execute pre-development agreement with the School District May
Enter into a design contract with design team May
Conduct soils and other sub consultant work June
Design team develops schematic and preliminary designs May-July
Pre construction prices both schematic and preliminary designs June-July
Town and Eagle County School District resolve project points July
Final legal document execution (DA) August
TOV Entitlement August-September
Vail Resorts funding commitment August
PEC final application submittal August
Construction Documents (CD's) July-November
Final CDOT approval September
Final pricing and contract execution November
Construction January-August 2018