HomeMy WebLinkAbout2008-02 Approving a Master Facilities Lease Agreement with Vail Recreation DistrictRESOLUTION NO. 2
Series of 2008
A RESOLUTION APPROVING A MASTER FACILITIES LEASE AGREEMENT WITH
THE VAIL PARK AND RECREATION DISTRICT; 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, the Town and Vail Park and Recreation District (the "VRD") desire to
enter into a Master Facilities Lease Agreement with regard to the facilities listed and
subject to the terms set forth in the attached Exhibit A.
NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE
TOWN OF VAIL, COLORADO THAT:
1.The Master Facilities Lease Agreement, attached as Exhibit A hereto and
incorporated herein by this reference, is approved by the Council.
2.The Town Manager is hereby authorized to execute and deliver, on behalf of
the Town, the Master Facilities Lease Agreement in substantially the same
form as approved by the Council subject to the condition set forth in
Paragraph 3 below.
3.The authority granted to the Town Manager by this Resolution No. 2, Series
of 2008, is expressly conditioned upon and can only be exercised subsequent
to the Council's approval of a lease agreement with the VRD for the Vail Golf
Course.
4.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 4t' day of March, 2008.
1
Dick Cleve d, Town ayor
pW N OG,ka~~Srieoi :o naldson, Town Clerk 9
S~4
aoo
Resolution No. 2, Series 2008
TOWN OF VAIL
AND
VAIL PARK AND RECREATION DISTRICT
LEASE
Zoos
w30(.W41-:ppQ71930,DOC
TOWN OF VAIL
AND
VAIL PARK AND RECREATION DISTRICT
MASTER FACILITIES LEASE
THIS TOWN OF VAIL AND VAIL P11RK AND RECREATION DISTRICT
MASTER FACILITIES LEASE ("Lease") is made and entered into as of the day
of 2008, 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 District (i) is a quasi-municipal corporation and political
subdivision of the State of Colorado separate and independent of the Town, (ii) is
organized for the primary purpose of and has over 40 years of expertise and skill in
providing recreational programs and services to its residents and visitors, and (iii) is
governed by its Board of Directors, which Directors have been duly elected by its voters;
and
WHEREAS, the District imposes an ad valorem mill levy of 3.287 mills on
taxable property within its boundaries for purposes of defraying in part the costs of
fulfilling this mission; and
WHEREAS, the Town owns various recreational facilities as further described
herein; and
WHEREAS, it is the desire of both Parties to cooperate in the provision of
recreation programs and services to the inhabitants and guests of the Town at the Leased
Premises (defined below); and
WHEREAS, the District has been providing such services under lease agreements,
including without limitation the Town of Vail and Vail Park and Recreation District
Lease dated December 21, 1993 related to the Dobson Ice Arena and other facilities
referenced therein (the "Prior Lease"); and
WHEREAS, it is the desire of both Parties for the District to continue to provide
these services; and
WHEREAS, the Prior Lease does not apply to the Vail Municipal Golf Course
Golf Course") or the Vail Gymnastics Center and the Parties do not intend for this
Lease to apply to such facilities; rather, a new lease applicable to the Golf Course is
u0(X.c9Aa]-:0O071930,DOC
expected to be executed contemporaneously herewith and the lease applicable to the
Gymnastics Center shall remain unaffected by this Lease; and
WHEREAS, in connection with identified major facilities repair and maintenance
projects necessary to be conducted currently and into the foreseeable future as well as
possible major renovations or reconfigurations of Town facilities, the Parties desire to
modify and supersede the Prior Lease and memorialize their intended relationship with
respect to their rights and obligations in various Town facilities for the term of this Lease;
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 such 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.PURPOSE. It is the general purpose of this Lease for the District to
continue in the occupancy of the Leased Premises and the management and provision of
recreational services for the inhabitants of the District and visitors of the Town. Except
as expressly reserved herein, this Lease shall supersede the Prior Lease and any other
agreement to which the Town and the District are Parties with respect to the Leased
Premises, and such Prior Lease and agreements are hereby agreed to be of no further
force or effect with respect to the Town, the District and the Leased Premises.
2.LEASE OF PREMISES. The Town hereby leases to the District and the
District leases from the Town the real estate associated with, and all improvements
located on, in, or under, the facilities set forth below and more particularly described in
Exhibit A attached hereto and incorporated herein by this reference (the "Leased
Premises"):
a) John Dobson Ice Arena ("Dobson");
b) Nature Center;
c) Upper Bench at Ford Park;
d) Public Tennis Courts;
e) Athletic Fields;
f) Youth and Teen Center;
g) Red Sandstone Athletic Field; and
2
h) Donovan Athletic Fields.
This Lease does not apply to the Golf Course or the Vail Gymnastics Center, which
facilities are the subject of separate leases.
3.USE OF PREMISES• PERFORMANCE STANDARDS; D913SON.
a) Use of Premises. The Leased Premises shall be primarily used for
recreation programs and services except as otherwise provided for herein. Such services
and programs shall be of high quality and shall be of sufficient diversity and scope to
meet the recreational needs of the inhabitants of the Town and the visitors thereto.
b) Performance Standards. A committee composed of District Board
Members and Staff and Town Council Members and Staff (a "Recreation
Subcommittee") may be created to act as a liaison between the Parties. The Recreation
Subcommittee may promulgate from time-to-time advisory performance criteria with
regard to programming, facilities usage and other matters related to the District's delivery
of programs and services at the Leased Premises.
vr~oO~~CCTCi r~1roTSsnmT
4 DOBSON SPECIAL PROVI IONS
W 4W631er Deed of Gift. The District understands that Dobson is a
multi-use facility utilized for both recreation and other purposes by the Town, and further
understand the Town desires that the provisions of a Deed of Gift between the Town and
Elizabeth M. Webster, a copy of which is attached to this Lease as Exhibit C, be
complied with for so long as the Town determines its provisions to be applicable. The
District agrees that it will not depart from the provisions of said Deed of Gift without the
consent of the Town.
tW 4Uses• The District agrees to maximize the use of Dobson for
conventions, meetings, conferences, concerts, and other income producing or crowd-
drawing events subject to the other requirements of this Lease, including ice skating
provisions.
f_d 4i)-To3LnUses. During the term of this Lease, the Town shall have
the right to use Dobson for a total of thirty (30) days during each year of the term hereof
for whatever purposes it deems appropriate upon the giving of thirty (30) days written
notice of such use to the District. The Town may exercise twenty (20) of said days
between March 15 and December 14, and ten (10) of said days between December 15 and
March 14. The Town shall be responsible and shall have the right to negotiate all terrns
and conditions of any activity or event the Town wishes to use the arena for during said
thirty (30) days. The n;srr;e+ ~r~aa~~ ~a ~ vv ~ ~ +•*~v~Ja
V lyet.l •Y\. LlI *?,L b ,.TV~7 ~ ~S Z- „ pI 'Coj'r[iaaa~aGVG7:T-'[
9)o6~*4-:0.0o7i 93o.noc i}3
Town agrees to nav or reimburse all associated District costs
during these thirty (30) days to include, but not limited to labor costs and utility costs.
Notwithstanding the preceding, the Town shall not be entitled to exercise its rights
hereunder, even upon thirty (30) days written notice, if the District has entered into an
agreement with another Party for the use, maintenance, or repairs of Dobson.
5,4-UTILITIES. The District shall pay all charges for gas, electricity, light,
heat, power, telephone, video, internet or other communications services used, rendered,
or supplied upon or in connection with said Leased Premises, with the exception of the
Youth and Teen Center, and shall to the extent permitted by law indemnify the Town
against any liability or damages on account of such chazges.
5-.-ACCESS TO THE PREMISES. The Town and its agents shall have the
right to enter in or on the Leased Premises to examine them and to perform maintenance,
repair, or replacement as required hereunder.
7-H-CHANGES TO THE LEASED PREMISES.
a) Town's Right to Make Chanizes. The Town retains the right to
conduct major changes to the Leased Premises, including without limitation additions,
reconfigurations, tear-downs or relocations at its discretion.
b) Maintenance of Changed Facilities. In the event the Town
determines to change a portion of the Leased Premises, whether such change is minor or
major (a "major" change including an expansion, tear-down, reconfiguration, relocation,
etc.), the Parties shall meet and revise the Master List (defined below) of maintenance
responsibilities consistent with the most recent allocation of responsibilities; provided,
however, that the District shall not be obligated to retain or accept responsibility for
maintaining, repairing, or replacing any changed item or new item if the District's
estimated cost in doing so is increased by more than 10% as a result of such change.
c) District Changes to_Town-Maintained Facilities. The District shall
not ange any portion of the Leased Premises for which the Town is responsible for
ma' tenance, repair, or replacement without its prior written approval, which approval
y include conditions.
d) Limitation on District Changes. The District shall not make any
changes to any portion of the Leased Premises with work costs in excess of
in 2008 dollars) without the written approval of the Town. All such
ork shall be performed in a good and workmanlike manner and all new facilities or
other improvements affixed to the Leased Premises shall, upon termination of this Lease,
unless otherwise agreed at the time the Town's written approval is obtained or unless the
Town requests removal thereof, become the property of the Town.
0",,9~41:W71930.DOC i}4
r
7-MAINTENANCE. REPAIRS AND REPLACEMENT.
a) General Maintenance Obli atg ions. The Parties generally intend that
the Town shall be obligated to ensure (i) that all mechanical systems, structural members
and systems, and exterior finish items (e.g., painting, roofing, windows, etc) are
maintained in good working order and safe condition and (ii) that such items are properly
repaired when broken or damaged and replaced when they reach the end of their useful
life. The Parties also generally intend that the District shall be obligated to ensure (i) that
all interior finishes (painting, drywall, flooring, etc.) are maintained in good working
order and safe condition and (ii) that such items are properly repaired when broken or
damaged and replaced when they reach the end of their useful life. The remaining
provisions of this Section 4.{e}$ have been agreed to in the context of this general
understanding; however, any conflict between the general allocation of
responsibilities set forth in this Section 4.{e3W$ and any other specific provision of
this Lease, including without limitation the Master List (defined below) in Exhibit B
as amended from time-to-time, shall be resolved in favor of such specific provisions.
b) Snecific Maintenance Obligations; Master List. The Parties shall be
responsible for maintaining, repairing, and replacing the facilities and improvements
listed in a master list attached hereto as Exhibit B and incorporated herein by reference
Master List"), which Master List may be modified or amended from time-to-time by
acknowledgment of the Town's Town Manager and the District's Executive Director.
Where a Party is designated as responsible for maintenance, repair, or replacement of a
particular facility or improvement, such Party shall perform the same at its sole cost and
expense as and when needed to preserve it in good working order and first class
condition.
c) HVAC. The District shall, on an annual basis, hire an outside,
qualified company to inspect and provide routine maintenance on the HVAC systems to
ensure proper working condition. A copy of an invoice or other documentation showing
the work performed shall be forwarded to the Town Director of Public Works.
d) Damages to Facilities. Neither Party shall be responsible for the
repair or replacement of any facilities or improvements da.maged by the negligent or
willful acts or omissions (including without limitation negligent maintenance) of the
other Party or its guests, agents, employees, licensees, or invitees.
e) Annual Capital Facilities Assessment. On or before June 1 S` of every
year, each Party shall submit to the other Party for its review and comment an assessment
of each of the facilities and improvements for which it is responsible under this Lease (a
Capital Facilities Assessment" or "CFA"). Each year the CFA shall include an
evaluation of the adequacy of maintenance which has been performed and at least a five
year forecast of expected maintenance, repair, and replacement items and an estimate of
expenditures necessary to accomplish the same consistent with the terms of this Lease.
WNW404-:00071930.DOC 5
The Parties may prepare a joint CFA if they desire. The first CFA is contained within the
same spread sheet as the Master List attached as Exhibit B hereto and incorporated
herein by reference. Future CFAs do not have to be part of the Master List spreadsheet, it
being the intention of the Parties that the CFA will be revisited and revised on an annual
basis while the Master List will not change.
f) Annual Maintenance Log. Each Party shall keep an annual log
setting forth actual expenditures made for maintenance, repairs, and replacements
required hereunder. Each Party shall forward a copy of such log to the other Party on or
before April 1 S` of the following year.
g) Financing of Maintenance Obligations: Recreation Projects Line
Items. Within sixty days of execution of this Lease, each Party shall create by resolution
or other means acceptable to the other Party separate budget line items known as
Recreation Projects Line Items" or "RPLI". Subject to annual appropriation, each Party
is obligated on an annual basis to appropriate to its respective RPLI the minimum amount
of funds necessary to make the expenditures for the subsequent one-year period forecast
in the five-year Capital Facilities Assessment. While the Parties are only required to fund
one year in advance, the Parties are encouraged to use the RPLI to set aside funds for
expenditures foreseeable several years into the future. Once funds are appropriated to the
RPLI, they may only be expended on maintenance, repairs, or replacement items required
to be made hereunder or on acquisition of new facilities or improvements for the Leased
Premises. However, for purposes of this Lease, funds appropriated to the RPLI do not
have to be reserved for or traced to the item in the Capital Facilities Assessment to which
they are related (e.g., funds identified in the RPLI in 2009 for replacement of a certain
roof in 2014 are not restricted to funding replacement of such roof). Any funds not
expended in a particular year shall be re-appropriated consistent with the CFA; provided,
however, that such remaining funds shall not offset or reduce funds required to be
appropriated to the RPLI in the subsequent year. If a Party desires to expend funds
within its RPLI on any item other than maintenance, repairs, or replacement items
required to be made hereunder or on acquisition of new facilities or improvements for the
Leased Premises, the written approval of the other Party's Council or Board, as the case
may be, shall act as a waiver of any claim such Party may have with regard to such
expenditure. It is the intent of the Parties that no other person shall have a claim for any
alleged breach of this Recreation Projects Line Items Section. On an annual basis, each
Party shall provide the other Party with a detailed description of its appropriations to and
expenditures from its RPLI. Upon the expiration or earlier termination of this Lease, any
funds remaining in a Party's Recreation Projects Line Items may be spent in any lawful
manner, for any purpose, and without any obligation to the other Party.
9.SURRENDER OF PREMISES. Upon the expiration or other
temunation of this Lease, the District shall promptly quit and surrender to the Town the
Leased Premises in good order and fir~aafe, condition, ordinary wear excepted.
Woc.~4:0,0071930.DOC i}6
10, 4-DISTRICT PROPERTY. All items of property purchased by the District
and not affixed to the Leased Premises shall remain the property of the District.
11 44-RENT. Rent for the Leased Premises shall be $1.00 per year, the
payment of which for the entire term hereof the Parties acknowledge has been paid and
received in advance.
12. 44--PASSES. As a benefit for its employees, the District shall provide the
Town with as many season golf, tennis, Nordic, and skating passes as the Town requests.
Such passes shall be non-transferable. Use of the Leased Premises pursuant to such
passes shall be subject to all District policies, rules and regulations.
13. 4-21-PARKING. The Town will provide twelve (12) parking spaces for
District employees at the Ford Park Parking lot at no cost. Further, the Town will
provide to the District as many parking passes and coupons for the Lions Head Parking
Structu: as the District requires to utilize for its employees. These passes may not be re-
sold by the Dish-ict. This Lease shall not supersede or amend the Ford Parking Lot
Management Agreement among the Parties.
4 4-3--PERSONNEL. The Town and the District and their respective officers,
agents, and employees shall fully cooperate so as to facilitate the performance of this
Lease. The provision of recreational services and programs as contemplated in this
Lease, and the hiring, firing, and discipline of District employees shall be the
responsibility of the District. No person employed by the District shall have any right to
Town benefits including health insurance and pension. The District, however, may invest
pension funds in the Town's pension fund subject to such conditions as may be
established by the Town and pernutted by law. The Town shall not be liable for the
payment of any salaries, wages, or other compensation to any District personnel
perfornung recreation services pursuant to this Agreement, nor for any obligation of the
District other than provided for herein. Nothing herein shall obligate the Town to be
liable for the injury or sickness of any District employee arising out of his/her
employment.
44-LIABILITY, INDENINIFICATION AND INSURANCE.
a) District Indemnification. To the extent legally permissible and
without waiving any of the protections, requirements, and limitations of the Colorado
Governmental Immunity Act, the District shall indemnify and hold the Town, its agents,
servants and employees harrriless from and against any and all liability, loss, damages,
costs and expenses, including reasonable attorney's fees and costs of investigating anysuchmatters, suffered or sustained by the District, its agents, servants or employees, or
by any other person rightfully on or about the Leased Premises arising out of any act,
error, omission or negligence in the operation, maintenance or use of the Leased Premises
by the District, its agents, servants or employees or of any occupant, subtenant, visitor or
F"44+1:00071934,DOC 7
user of any portion of the Leased Premises, or any condition of the Leased Premises or
adjacent property; provided that this indemnity shall not extend to damages resulting
solely from the negligence or willful misconduct of the Town, its agents, servants or
employees.
b) Town Indemnification. To the extent legally permissible and
without waving any of the protections, requirements, and limitations of the Colorado
Governmental.Immunity Act, the Town shall indemnify and hold the District harmless
from and against any and all liability, loss, damages, costs and expenses, including
reasonable attorney's fees arising from the negligence of the Town, its officers, agents,
employees, successors and assigns.
c) Insurance. The District and the Town shall respectively provide
their own public liability, property damage, and enors and omissions insurance policies
sufficient to ensure against all liability, claims, and demands or any other potential
liability arising from this Agreement. Further, the District and the Town shall, subject to
the approval of each Party's insurance carrier, name the other Party as a coinsured under
such insurance policies and shall furnish evidence of the same to the other Party. By
execution of this Lease, each Party represents that it has received satisfactory proof of
payment of the other Party's insurance. In the case of any claims-made policy, the
necessary retroactive dates and extended reporting periods shall be procured to maintain
such continuous coverage. The District and the Town may provide such insurance
through programs of self insurance. Each Party shall procure and continuously maintain
the following minimum insurance coverages, or self insurance capability:
i) Workman's C-ompensation insurance coverage in the
statutorily prescribed amounts.
ii) The following types of insurance coverage in the amount of
one hundred fifty thousand dollars ($150,000) per person and six hundred thousand
dollars ($600,000) per occurrence, or such limits as otherwise provided by the Colorado
Governmental Immunity Act, and one million dollars ($1,000,000) aggregate:
1) General Liability insurance coverage. The policy shall
be applicable to all Leased Premises and operations and shall include coverage for bodily
injury, broad form property damage, personal injury, blanket contractual, products and
completed operations.
2) Comprehensive Automobile Liability insurance
coverage with respect to each of the Parties' owned, hired or non-owned vehicles used in
the performance of this Agreement.
3) Errors and Omissions insurance coverage.
J0"-9fX)4:o9o7J93Q,D0C~}8
4) Liquor Liability insurance coverage if the District
obtains a liquor license to serve wine, beer, or intoxicating liquors.
4-S-EFFECTIVE DATE. This Lease shall become effective on the date set
forth at the beginning of this document.
11 DEFAULT.
a) General. In the event a party fails to perform any of its non-
monetary obligations (a "non-monetary default") hereunder after 30 days written notice
or a party fails to perform any of its monetary obligations (a "monetary default") after
five days written notice, then such party shall be in default under this Lease, and the non-
ultingbLqUjhMi party shall be entitled to exercise any and all rights provided for by
law, including without limitation termination of this Lease. However, in *h° eas° 0"
nQ
failure to nerform an obligation shall be deemed a default for r„e1, p°f;^,' of *:-ra AQ
defatiltifig party .
obligatioes s the
so IQ_n
as
01 he breaching nartv is using its reasonable efforts to c re
non-monetarv obligation which cannot rea onablv be c ed within the 30 day 12eriod
referenced in Section 17(a) above•
ii The breaching 12 v disnutes that it has failed to perform an
lisation and either ipartv determines to mediate thg disnute If a12artv detPrmines to
mediate, it must nrovide written noticP tc, the other 12arty within the = licable notice
j2eriod referenced in Section l 7(al above of such determination Unon deliverv of such
notice, the aunlicable notice neriod shall be tolled effective as of the date of the notice
and the narties shall nroceed tn mPd;arP the iGCUe• nrovidecl however, that the notice
neriod shall be tolled onl_v for o long as t e mediation nrocess is activelv beine 12ursu
and, in anv event, the tollinQ neriod shall last no longer than six month from the date of
the initial notice of non-j2erformance The nartv recaue ting mediation shall nay the costs
Qf the mediation, excent for anv attornevs fees incurred bvth, e other nartv in connection
with the mediation• or
iii Apartv is unsatisfied with the re ults f the mediation.
pr9ceedings referenced above and nrovides notice nrior to the la s~ing of the notice
neriod referenced in Section 17(a) above (which neriod maX be tolled nurcuant to Section
0e060941-:000.71,930,noc i}9
17(a)(iil above)to the other party of its intent to have the disnute subiect to non-binding
arbitration ln such event the u rta ies shall SLhmit the matter to non-bindinQ arbitration
and the noticP nPriod referenced in Section 17(a) above will a~ain be tolled However
the nntice oeriod shall be tolled o v for so long as thP arbitration process is activelv
i g nursued and lII anV Ey= thP tn„inQ nPr1Ad shall last no lonser than nine mont s
from the date of the initial notice of non nerformance The nartv reauesting ar i a ion
shall pav the costs of_the arbitration, excent for anv attornevs_fees incurr_gd bvtheother
party in connection with the mediation.
u_the ev-ent of_a _re-Qccun ip'g ugn-tn~i~eiary c1~1t_.or ari~, occ<ui-rin9
rty.sh~ll_on~._hav~ ~K l~~~ur after mritten.nolig_e Ls
the mediationtc~~e:rfc~~•m ~u4h _t>hligat~c~uy_hc~t~r~. ~u4h partv ,ll~ili hc• in_clefaiilt~nA
and arbitration nrovisions of this Section shall be inannlicable and of no effect.
1~-Limitation of Damages• Remedies Cumulative. Neither party is
entitled to incidental, consequential or exemplary damages as a result of the default of the
other party. All rights and remedies herein enumerated shall be cumulative, and none
shall exclude any other remedies allowed at law or in equity.
1$= 4-7-TERMINATION.
a) Unless sooner terminated as provided for herein, this Lease shall
terminate at noon ten years from the date set forth at the beginning of this document (the
Ternunation Date"); provided, however, that this Lease shall automatically renew for up
to two successive ten year terms unless either party provides the other party with written
notice of its decision to not renew this Lease no later than one year in advance of the
Termination Date.
b) Upon expiration or earlier termination of this Lease, the District's
right to use the Leased Premises and all improvements thereon shall cease as provided for
herein.
c) Upon termination of this Lease, both Parties shall have no further
obligations of any kind or nature, except those that specifically survive ternunation.
19. 49-MISCELLANEOUS PROVISIONS.
a) Amendments, Modifications and Waivers. 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.
b) Entire Agreement. This written Lease embodies the whole
agreement between the Parties hereto 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.
aooc,u4a-:00Q71230,noc i}10
c) Binding Agreement. This Lease shall be binding upon the respective
Parties, their successors or assigns.
Severabilitv. 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 Lease shall be interpreted as if such invalid provision or covenant, were not contained
herein.
e) Authority to Enter. The District and the Town have represented to
each other that each possesses the legal ability to enter into this Lease. 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 Lease, this Lease shall be voidable by the other Party.
f) Notice. Any notices to be sent to the Parties pursuant to the terms of
this Lease shall be considered made the day it is mailed via certified or registered mail to
the following addresses:
Town Manager
Town of Vail
75 South Frontage Road
Vail, CO 81658
Executive Director
Vail Park and Recreation District
700 South Frontage Road East
Vail, CO 81657
g) No Third Party Rights. This Lease 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.
h) Specific Enforcement. In addition to any other remedies available to
the Parties in law or equity upon breach, this Lease shall be subject to specific
enforcement.
i) Assignment; Sublease. This Lease shall be non-assignable and the
District shall not mortgage or encumber any of the facilities set forth herein or pledge anyinterestunderthisLeaseassecurityinafinancingtransactionwithoutthepriorwritten
consent of the Town in each instance. However, the District may sublease or ]icense
portions of the Leased Premises for purposes which further the District's provision of
park and recreation services to the public, which purposes include without limitation
concession services, food and beverage services, performances, sleigh rides, and other
AV->44W-:oo07J 930.noc i}11
amenities; nrovided however, that anv such sublease or license shall not have a term
exceeding three vears without the written consent of the Town.
j) Obligations Subject to Annual Appropriation. The obligations of the
Town and the obligations of the District hereunder 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. (
k) Section Headings. The section headings in this Lease are inserted
for convenience and are not intended to indicate completely or accurately the contents of
the Sections they introduce, and shall have no bearing on the construction of the Sections
they introduce.
1) Time of the Essence. All the time limits and requirements stated in
this Lease are of the essence of this Lease.
m) Duplicate Original. This Lease may be 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.
n) Compliance with All Laws and Regulations. The District agrees not
to use or pernut the Leased Premises to be used for any purpose or in any fashion
prohibited by the laws of the United States, or the State of Colorado, or the ordinances or
regulations of the Town.
o) Additional Assurances. 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.
000644" :00071930:DOC /1 12
IN WITNESS WHEREOF, the Town and the District have executed this Lease as
of the date first set forth above.
TOWN OF VAIL, a Colorado municipal
corporation
By:
Attest:
Secretary
VAIL PARK AND RECREATION
DISTRICT, a quasi-municipal corporation and
political subdivision of the State of Colorado
By:
Attest:
Secretary
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 Park, a Colorado municipal corporation.
Witness my hand and official seal.
My commission expires:
Notary Public
13
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, a quasi-municipal corporation and political subdivision of
the State of Colorado.
Witness my hand and official seal.
My commission expires:
Notary Public
000&4941-oaQ7193o.DOC 14
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RESOLUTION NO. 3
Series 2008
A RESOLUTION ESTABLISHING SPECIAL BUSINESS PROMOTION PERMITS; 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, The Council has determined that establishing Special Business Promotion
Permits will enhance the economic vitality of the Town.
NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF
VAIL, COLORADO, THAT:
1.The Council hereby establishes the Special Business Promotion Permit, and
approves the Special Business Promotion Permit Guidelines dated February 19,
2008, copies of which are attached hereto as Exhibit A, and made a part hereof
by this reference.
2.This Resolution shall be effective immediately upon adoption.
INTRODUCED, READ, APPROVED AND ADOPTED this 19th day of February, 2008.
ichard D. Cleveland, o n Mayor
1~
ATT ST:
p F l
re i Donaldson, Town Clerk
STc,Ai' :
Co~ 'oaPd'
Resolution No. 3, Series 2008
Resolution No. 3, Series of 2008 Exhibit A:VM%Special Business Promotion Permit Guidelines
February 19, 2008
00WA%*N ON $PVCW
Purpose: A Special Business Promotion Permit provides an opportunity for an individual business to hold a
promotional event extending beyond the interior premises of the business location that provides additional
activities beyond day-to-day business. Outdoor sales of goods alone is not eligble for a special business
promotion permit.
Who Can Apply? Any business that holds a current Town of Vail Business License whose physical address
is located within one of the commercial and business districts in the Town of Vail, as outlined in Chapter 12-
7, Vail Town Code.
Conditions:
1.Additional Activities: The event must have activities that are not part of everyday business
activities of the business. The activities should add vitality to the exterior of the business and
provide activities for the general public.
2.Location: The event must at least partially occur outdoors and shall be located adjacent to the
applicant's business location. The event shall not impact the frontage of neighboring businesses
unless the affected business owners provide a written letter of approval. The event may not take
place within an approved special event permit area during the special event.
3.Permits Per SBPP Zone: No more than four SBPP will be issued for promotions in each
established SBPP zone at any one time, per the SBPP map in these guidelines.
4.Permits Per Business: Each business may be issued up to four SBPP per calendar year, with at
least thirty days befinreen the end date of a permit and the start date of the next permit.
5.Dates Restricted: SBPP will not be issued for events occurring during the following dates: July 3-
8, 2008; Dec. 25, 2008-Jan 1, 2009; Jan 16-20, 2009; Feb 13-23, 2008
6.Length of event: The event may not exceed 72 contiguous hours.
7.Noise and Lighting: The event must comply with noise and lighting regulations within the Vail
Town Code.
8.Signage: In addition to allowed signage per Title 11, Sign Regulations, the event is permitted up to
30 square feet of signage that shall comply with Chapter 11-5, Design Guidelines and Standards,
Vail Town Code.
9.Outdoor Display of Goods: Any outdoor display of goods must be located on the business'
property. Cardboard boxes will not be allowed to hold or display products unless they are the
product's original packaging.
10. Circulation: The event shall not impede pedestrian and vehicular circulation and thus, shall not
block or encroach upon the required ingress/egress of doorways, walkways, stairways, and parking
or loading/delivery spaces.
11. Public Safety: The event shall not pose any risks to public safety, as determined by the Town. The
event shall not block or encroach upon any fire lane, fire staging area, and shall maintain a minimum
distance to fire hydrants of seven (7) feet to side or rear, and fourteen (14) feet to the front.
12. Additional Permits: Additional permit may be required if:
a. You are serving or selling food. If so, all Temporary Food Event Operational Requirements must
be adhered to. For more information contact the Town of Vail Environmental Health Officer at
970 479-2333.
b. Amplified Sound will be part of your promotion. If yes, you will need to submit a Town of Vail
Amplified Sound Permit Application and provide verification of notice to neighboring businesses.
c. You intend to serve or sell alcoholic beverages beyond your licensed premise. If yes, contact the
Vail Town Clerk at 970 479-2136 a minimum of 60 days prior to your activity.
d. Any structure larger than a 1Ox10 canopy is proposed for the site. Larger structures will require a
Temporary Tent Permit and a site inspection by a member of the Vail Fire Department.
Special Business Promation Permit (SBPP) Zones
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SBPP Zone A: Vail Village ~ -g
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p; SBPPIZone C: All other property within Town of Vail
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A+Special Business Promotion Permit Application
T(}W+t OF Ya .
mm""ON&ML1149wom
A$25 non-refundable application fee must accompany this application. An additional refundable deposit may be
required, dependant upon the scope and scale of your activity. Submit Completed Application no less than 3 weeks
21 days) and no more than six months prior to the requested dates to:
Special Events Coordinator
75 South Frontage Rd, Vail, CO 81657
Phone: 970 376-2394 or FAX 970 476-7141
Email address: specialevents@vailgov.com
BUSINESS NAME:Phone:
Business Physical Address:
Business Mailing Address:
Contact Name:Cell Phone:
E-mail address:
DATES/TIMES OF THE PROMOTION:
Set-up:Date Time:
Start:Date Time:
End:Date Time:
Dismantle Date Time:
LOCATION: Please attach a detailed drawing (8 1/2 x 11 paper) of the site you wish to use illustrating placement of all
tables, signage, canopies, banners, etc.
SCOPE OF ACTIVITIES: Describe in detail the location and scope of the promotion and any activities to be
included. List all types of advertising and/or sampling to be utilized during the promotion.
Will you require additional permits?NO YES
If yes, please include application for additional permits.
INSURANCE: If any portion of this event will take place on public properly, attach Proof of Insurance in the
minimum amount of $1,000,000 naming the Town of Vail as additional insured.
Special Promotions Permits are only for approved activities and time frames. In order to receive a refund of deposit
and avoid a possible Zoning Violation Summons, all promotional materials and must be removed from the site on the
approved ending date. Site must be in full zoning compliance for consideration to be given to the application.
Applicant Signature:Date:
Special Instructions:
Approval Signature:Date:
By Vail Town Clerk