HomeMy WebLinkAbout2021-12 Lease with VRD for the GymnasiumRESOLUTION NO. 12
Series of 2021
A RESOLUTION APPROVING A LEASE AGREEMENT AND A USE AGREEMENT
WITH THE VAIL PARK AND RECREATION DISTRICT FOR THE VAIL GYMNASTICS
CENTER
WHEREAS, the s organized for the
primary purpose of providing recreational programs and services to its residents and
visitors;
WHEREAS, the Town is the owner of certain real property and the improvements
thereon located at 545 North Frontage Road, Vail, Colorado and commonly known as the
Town of Vail Gymnastics Center (the "VGC");
WHEREAS, the VRD uses the VGC under existing lease and use agreements
which are expiring; and
WHEREAS, the Town and the VRD wish to enter into new lease and use
.
NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE
TOWN OF VAIL, COLORADO THAT:
Section 1. The Town Council hereby approves the Agreements in substantially
the same form as attached hereto as Exhibit A, and in a form approved by the Town
Attorney, and authorizes the Town Manager to execute the Agreement on behalf of the
Town.
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 2nd day of March 2021.
_________________________
Dave Chapin, Town Mayor
ATTEST:
_____________________________
Tammy Nagel, Town Clerk
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LEASE AGREEMENT
THIS LEASE AGREEMENT (the "Lease") is made and entered into as of the ____
day of _____________, 2021 (the "Effective Date"), by and between the TOWN OF VAIL,
a Colorado home rule municipality (the "Town") and the VAIL PARK AND RECREATION
DISTRICT, d/b/a the VAIL RECREATION DISTRICT, a quasi-municipal corporation and
political subdivision of the State of Colorado (the "VRD") (each a "Party" and collectively
the "Parties").
WHEREAS, the VRD is organized for the primary purpose of providing recreational
programs and services to its residents and visitors;
WHEREAS, the Town is the owner of certain real property and the improvements
thereon located at 545 North Frontage Road, Vail, Colorado and commonly known as the
Town of Vail Gymnastics Center (the "VGC");
WHEREAS, the VRD uses the VGC under an existing lease agreement (the ''Prior
Lease"); and
WHEREAS, the Parties intend for this Lease to replace the Prior Lease.
NOW THEREFORE, in consideration of the mutual promises contained herein, the
adequacy and receipt of which are hereby acknowledged, the Parties agree as follows:
1. Lease of Premises.
a. The Town hereby leases to the VRD and the VRD leases from the Town
the real property more particularly depicted in Exhibit A, attached hereto and
incorporated herein by this reference, together with all improvements, including without
limitation all facilities and structures, located on, in, or under such real property (the
"Premises").
b. As of the Effective Date, the VRD has inspected the physical condition of
the Premises and receives the Premises in "as is" condition, with all faults. The Town
makes no representations or warranties with respect to the condition of the Premises or
its fitness or availability for any particular use, and the Town shall not be liable to the VRD
for any latent or patent defects.
c. This Lease shall supersede the Prior Lease and any other agreement to
which the Town and the VRD are Parties with respect to the Premises, and such Prior
Lease and agreements are hereby agreed to be of no further force or effect with respect
to the Town, the VRD or the Premises.
2. Term, Termination and Surrender.
a. This Lease shall commence on the Effective Date and shall continue for 10
years, terminating on ___________, 2031, unless terminated earlier as provided herein.
This Lease may then be renewed for up to two additional terms (each a "Renewal Term"),
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of 5 years each. To exercise its renewal option, the VRD shall notify the Town at least
180 days prior to the end of the then-current term. If the Town believes that the VRD is
in breach of this Lease when such notice is received, the Town will so notify the VRD and
give the VRD 30 days to cure such breach prior to taking any action to deny the renewal.
b. Termination. Notwithstanding any other provision of this Lease, either Party
may terminate this Lease, with or without cause, by providing a minimum of 365 days'
prior written notice.
c. Upon expiration or termination of this Lease, the VRD's right to use the
Premises and all improvements thereon shall cease, and the VRD shall promptly quit and
surrender to the Town the Premises in good order and safe condition, ordinary wear
excepted.
3. Compensation.
a. Rent. On or before January 15th of each year, the VRD shall pay the Town
an annual Rent in the amount of $10 (the "Rent"). The Parties hereby acknowledge and
agree that the Rent is separate from and not included in the semi-annual payment due in
connection with the Capital Maintenance Fund below, or the annual sum due to the Town
from the VRD pursuant to the subject promissory note between the Town and the VRD
for construction of the VGC.
b. Capital Maintenance Fund. On or before the 15th of January and June of
each year, the VRD shall pay $3,000 to the Town to help offset the cost of Major Capital
Improvements for the VGC as set forth in Exhibit B, attached hereto and incorporated
herein by reference. The Parties hereby acknowledge and agree that the Capital
Maintenance Fund payment is separate from and not meant to offset the VRD's
obligations towards maintenance of the VGC or the Premises as set forth herein. The
Town shall send an invoice to the VRD for the Capital Maintenance Fund payments,
however, failure by the Town to send such an invoice shall not be a breach of this
Agreement and shall not relieve the VRD of its obligation to make payment in accordance
with this paragraph.
4. Use of Premises. The VRD hereby agrees and covenants that the use of the
Premises shall comply with the following:
a. The Premises shall be used for the operation of a gymnastics training center
and other suitable recreation activities.
b. The Premises shall not be used for any illegal or improper purpose or other
use that would create a nuisance.
5. VRD Covenants. The VRD covenants and agrees as follows:
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a. The VRD shall, within 10 days of a request, provide to the Town a current
waiting list and an enrollment list for student or other users of the VGC.
b. The VRD shall manage the VGC for the accommodation of the public and
to operate the facility in a responsible and safe manner. The VRD shall be responsible
for the supervision and care of the VGC and the Premises and shall have on the Premises
during the hours of operation sufficient qualified personnel to provide appropriate
supervision and care.
c. The VRD shall offer sufficient programming and fully staff the VGC to
meet the community expectation and need, based upon demand and to maximize the
use of the VGC.
d. The VRD shall, upon reasonable request of the Town or Eagle County
School District RE-50J, allow the VGC to be used for appropriate public or governmental
functions that would not interfere with the recreation purpose of the facility on such days
and during such hours as the facility is not being used for gymnastics or other programs.
A separate Use Agreement has been entered into between the Town, the VRD and the
Eagle County School District RE-50J specifying the times, uses and responsibilities for
joint use of the VGC.
6. Net Lease. This Lease shall be a net lease, and throughout the Term, except as
otherwise expressly provided herein, all payments and other obligations or liabilities of
any kind regarding the Premises shall be solely the responsibility of the VRD and not the
responsibility of the Town. The VRD shall be solely responsible for all charges for water,
sewer, gas, electricity, light, heat, power, telephone, video, internet, and any other utilities
used on or supplied to Premises.
7. Maintenance.
a. Inspection and Service. The VRD shall, on an annual basis, hire third-party,
qualified personnel to inspect, test and service each of the following, and then file a
written report with the Town's Facility Manager for each inspection:
i. The VGC's fire suppression systems, including alarms, smoke detectors,
sprinklers, and fire extinguishers;
ii. The VGC's heating systems and associated components;
iii. The VGC's elevator and system components; and
iv. The VGC's backflow prevention devices and associated components.
b. Interior Maintenance. The VRD shall be responsible for the interior
maintenance of the Premises, which includes without limitation the following:
i. Ensuring that all lights and doors operate properly and repair the same in a
prompt manner, including the replacement of all light bulbs.
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ii. Replacing batteries in all smoke, fire and CO detectors, as needed, but at
minimum on a yearly basis.
iii. Painting or staining the interior elements of the VGC as needed and
ensuring repair of any scratches or dents in the paint or walls on a semi-annual
basis, at minimum.
iv. Repairing and maintaining floors, shampooing carpets as needed and at
minimum on an annual basis and repair and clean marks in a prompt manner.
v. Ensuring all bathroom facilities operate properly and repair the same in a
prompt manner.
vi. Providing janitorial service for regular and consistent cleaning of the
facilities, including daily or hourly services as need.
vii. Ensuring proper and regular trash disposal within the VGC and trash
removal from the facility.
viii. Repairing and replacing furniture, fixtures and equipment.
ix. Washing windows, as needed.
c. Exterior Maintenance. The VRD shall be responsible for the exterior
maintenance of the Premises, which includes without limitation the following duties:
i. Maintain all shrubs, trees, plantings and landscaping associated with the
VGC. The irrigation lines shall be maintained by VRD employees and annually
winterized.
ii. Clean exterior surfaces as needed, but at minimum on an annual basis.
iii. Paint or stain the exterior of buildings as needed and ensure proper repair
of any scratches or dents in the walls on at semi-annual basis.
iv. Patrol premises for litter daily.
v. Use best management practices to ensure that all exterior maintenance
activities minimally impact the Gore Creek ecosystem.
vi. Wash windows, as needed.
d. Snow Removal. The Town shall be responsible for removing snow from
the parking area, the lower sidewalk adjacent to the Frontage Road, and the access road
to the School and the VGC on a priority basis. The VRD shall be responsible for removing
snow from the sidewalk and stairs in front of the VGC.
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e. Inspection. The Town's Facility Manager, along with a representative of the
Town's insurance provider, shall on an annual basis perform a thorough inspection of all
interior and exterior components associated with the VGC. The Facility Manager will
provide the VRD with a written report of the inspection, and if applicable, a listing of
required maintenance necessary or desirable for the safety, improvement, or
preservation of the premises. The work is to be scheduled and funded by the VRD within
30 days of receipt of the report.
f. Annual Review. On an annual basis, the Parties shall meet to discuss the
maintenance and operation of the Premises, compliance with this Lease, any potential
capital expenditures and projects and any other related matters.
g. Major Capital Improvements. The Parties hereby acknowledge and agree
that, in consideration of the maintenance responsibility assumed by the VRD herein, the
Town’s sole maintenance responsibility for the VGC shall include only Major Capital
Improvements. For purposes of this Lease , Major Capital Improvements shall mean
replacement of major systems and structural components of the VGC, including
elevators, air handling systems, heating systems, roofing and the core and shell of the
building, as agreed upon by the Town of Vail public works director, the Town Manager,
and the VRD Manager. The Capital Maintenance Fund referenced in Section 3.b. above
shall be used for this purpose. The Town shall not be responsible for the replacement of
any equipment or building components damaged by the willful acts or negligence of the
VRD.
8. Access by the Town. The Town and its agents shall have the right to enter in or
on the Premises to inspect the Premises and to perform maintenance, repair, or
replacement.
9. Alterations.
a. By the Town. The Town retains the right to conduct major changes to the
Premises, including without limitation additions, reconfigurations, teardowns or
relocations at its discretion, subject to the notice requirement set forth in Section 2.b.
b. By the VRD. The VRD shall not make any changes to any portion of the
Premises which would adversely change the function, access, value, or quality of the
Premises without the Town's prior written approval.
10. Parking. Parking spaces for the VGC shall be designated as follows:
a. The spaces directly in front of the VGC will be signed and used as VGC
parking only at all times. The Northwest space in this row will be designated as handicap
parking and will be jointly used by the VGC and Red Sandstone Elementary School.
b. When school is in session, the spaces across from the VGC shall be signed
and used for school staff parking Monday - Friday, 7:00 a.m. - 5:00 p.m., and school staff
and VGC parking on Saturday and Sunday.
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c. When school is in session, the middle bench parking will be signed and
used as school staff parking Monday - Friday, 7:00 a.m. - 5:00 p.m.
d. The lower parking spaces adjacent to the N. Frontage Road, will be signed
and used as school NGC parking, Monday - Friday, 7:00 a.m. - 5:00 p.m.
11. Subleasing. The VRD may not sublease the Premises without the prior written
consent of the Town, which consent may be withheld in the Town's sole discretion.
12. No Lien. The VRD agrees that it will not permit or suffer to be filed or claimed
against the interest of the Town in the Premises any lien or claim of any kind during the
terms of this Lease; if such lien or claim is filed, the VRD, within 30 days after receipt of
notice of such lien or claim, shall cause the lien to be released.
13. Hazardous Materials.
a. Though the Town has no actual knowledge of the presence of any
hazardous materials or other adverse environmental conditions on the Premises, the
Town makes no warranty regarding such materials or conditions.
b. The VRD shall keep and maintain the Premises in compliance with and shall
not cause or permit the Premises to be in violation of, any federal, state, or local laws,
ordinances or regulations relating to industrial hygiene or to the environmental conditions
on, under, about, or affecting the Premises. The VRD shall not use, generate,
manufacture, store, or dispose of on, under or about the Premises or transport to or from
the Premises any flammable explosives, radioactive materials, hazardous wastes,
asbestos, lead-based paints, toxic substances, or related materials, including without
limitation any substances defined as or included in the definition of hazardous
substances, hazardous wastes, hazardous materials, or toxic substances under any
applicable federal or state laws or regulations.
14. Insurance. At all times during the term of this Lease, the VRD, at its own cost,
shall carry and maintain adequate insurance policies to insure against all liability, claims,
demands and other obligations associated with this Lease. At a minimum, the VRD shall
procure and maintain the following insurance coverages listed below, with forms and
insurers acceptable to the Town:
a. Workers' Compensation coverage as required by law.
b. Fire and Extended Loss coverage for all improvements on the Premises, in
an amount equal to 100% of the replacement cost of such improvements, naming the
Town as an additional insured.
c. The following coverages in minimum amounts of $1,000,000 for each
occurrence and $2,000,000 general aggregate:
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i. General Liability coverage applicable to the Premises, including bodily
injury, broad form property damage, personal injury, blanket contractual, products
and completed operations, naming the Town as an additional insured.
ii. Comprehensive Automobile Liability coverage for the owned, hired or non-
owned vehicles used in the performance of this Lease, naming the Town as an
additional insured.
iii. Liquor liability coverage if the VRD has or obtains a liquor license to serve
wine, beer, or intoxicating liquors on the Premises, naming the Town as an
additional insured.
15. Breach.
a. If the VRD fails to perform any of its obligations under this Lease, the Town
shall provide the VRD with written notice of the breach. The VRD shall have 15 days
after the date of the notice to cure the breach. If a longer period is reasonably required
to cure the breach and the cure is promptly begun, such cure period shall be extended
for as long as the cure is being diligently undertaken to completion, as determined by the
Town.
b. If the VRD fails to cure the breach within 15 days after the date of the notice
and a cure is not diligently being undertaken, the Town may, in its sole discretion, cure
the breach without additional notice to the VRD. If the Town chooses to cure the breach,
the VRD shall be liable for the costs and fees that the Town expends to cure the breach,
including any costs resulting from the work of Town employees. The VRD's liability for
costs and fees associated with curing a breach shall survive the termination of this Lease.
c. In addition to curing a breach by the VRD, the Town may, in its sole
discretion, terminate this Lease as a result of the VRD's failure to cure the breach, upon
30 days prior written notice.
d. If the Town fails to perform any of its obligations under this Lease, the VRD
shall provide the Town with written notice of the breach. The Town shall have 15 days
after the date of the notice to cure the breach. If a longer period is reasonably required
to cure the breach and the cure is promptly begun, such cure period shall be extended
for as long as the cure is being diligently undertaken to completion, as determined by the
VRD. If the Town fails to cure the breach within 15 days after the date of the notice and
a cure is not diligently being undertaken, the VRD may, in its sole discretion, cure the
breach without additional notice to the Town. If the VRD chooses to cure the breach, the
Town shall be liable for the costs and fees that the Town expends to cure the breach,
including any costs resulting from the work of VRD employees. The Town’s liability for
costs and fees associated with curing a breach shall survive the termination of this Lease.
In addition to curing a breach by the Town, the VRD may, in its sole discretion, terminate
this Lease as a result of the Town’s failure to cure the breach, upon 30 days prior written
notice.
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16. Miscellaneous.
a. Assignment. This Lease and the VRD's obligations under this Lease shall
not be assignable without the prior written approval of the Town.
b. Severability. If any provision of this Lease 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.
c. Integration. This Lease represents the entire agreement between the
parties hereto with respect to the subject matter hereof, and all prior or extrinsic
agreements, understandings or negotiations shall be deemed merged herein.
d. Waiver. No provision of this Lease 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.
e. Modification. This Lease may only be modified by subsequent written
agreement of the Parties.
f. Governing Law and Venue. This Lease 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 Lease shall be in Eagle County, Colorado.
g. No Third-Party Beneficiaries. No third party is intended to or shall be a
beneficiary of this Lease, nor shall any third party have any rights to enforce this Lease
in any respect.
h. No Joint Venture or Partnership. No form of joint venture or partnership
exists between the Parties, and nothing contained in this Lease shall be construed as
making the Parties joint venturers or partners.
i. Governmental Immunity. Nothing herein shall be construed as a waiver of
any protections or immunities that the Town or the VRD and their officials,
representatives, attorneys and employees may have under the Colorado Governmental
Immunity Act, C.R.S. § 24-10-101, et seq., as amended.
j. Contingency; No Debt. Pursuant to Article X, § 20 of the Colorado
Constitution, any financial obligation of the Town or the VRD under this Lease are
specifically contingent upon annual appropriation of funds sufficient to perform such
obligation. This Lease shall never constitute a debt or obligation of the Town or the VRD
within any statutory or constitutional provision.
k. Force Majeure. Neither Party shall be in breach of this Lease if a failure to
perform any of the duties under this Lease is due to Force Majeure, which shall be defined
as the inability to undertake or perform any of the duties under this Lease due to acts of
God, floods, storms, fires, sabotage, terrorist attack, strikes, riots, war, labor disputes,
forces of nature, pandemics or the authority and orders of government.
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l. Notice. Any notice to be sent to the Parties pursuant to the terms of this
Lease shall be considered made 3 days after it is mailed via first class U.S. Mail to the
following addresses:
Town of Vail: VRD:
Town Manager Executive Director
75 South Frontage Road 700 South Frontage Road
Vail, CO 81657 Vail, CO 81657
IN WITNESS WHEREOF, the Parties have executed this Lease as of the Effective
Date.
TOWN OF VAIL
________________________________
Scott Robson, Town Manager
ATTEST:
_____________________________
Tammy Nagel, Town Clerk
VAIL PARK AND RECREATION
DISTRICT, d/b/a the VAIL
RECREATION DISTRICT
________________________________
ATTEST:
_____________________________
1
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FIRST AMENDMENT TO INTERGOVERNMENTAL JOINT USE AGREEMENT FOR
THE TOWN OF VAIL GYMNASTICS CENTER
This First Amendment to Intergovernmental Joint Use Agreement for the Town of
Vail Gymnastics Center (the "First Amendment") is made and entered into as of the ____
day of _____________, 2021 (the "Effective Date"), by and among the TOWN OF VAIL,
a Colorado home rule municipality (the "Town"), EAGLE COUNTY SCHOOL DISTRICT
RE-50J, a Colorado school district (the "School District"), and the VAIL PARKS AND
RECREATION DISTRICT d/b/a VAIL RECREATION DISTRICT, a Colorado quasi-
municipal corporation and political subdivision of the State of Colorado (the "VRD") (each
a "Party" and collectively, the "Parties").
WHEREAS, the Town owns the Vail Gymnastics Center;
WHEREAS, the VRD leases the Vail Gymnastics Center from the Town under a
Lease Agreement dated _________________ (the "Lease");
WHEREAS, on June 1, 2005, the Parties entered into an Intergovernmental Joint
Use Agreement for the Town of Vail Gymnastics Center (the "Agreement"); and
WHEREAS, the Parties now wish to amend the Agreement to change the term, so
that the term of the Agreement matches the term of the Lease.
NOW THEREFORE, in consideration of the mutual promises contained herein, the
adequacy and receipt of which are hereby acknowledged, the Parties agree as follows:
1. Section 3 of the Agreement is hereby amended to read as follows:
3. Term. This Agreement shall commence on ______________, 2021 and
shall continue for 10 years, terminating on _________________, 2031, unless the
Lease is terminated pursuant to its provisions. This Agreement may then be
renewed for up to two additional terms, of 5 years (each a "Renewal Term"), if the
VRD exercises its right to renew the Lease for such terms pursuant to Section 2
of the Lease.
2. All other provisions of the Agreement shall remain unchanged.
IN WITNESS WHEREOF, the Parties have executed this First Amendment as of
the Effective Date.
TOWN OF VAIL
________________________________
Scott Robson, Town Manager
ATTEST:
_____________________________
Tammy Nagel, Town Clerk
2
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VAIL RECREATION DISTRICT
________________________________
ATTEST:
_____________________________
3
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EAGLE COUNTY SCHOOL DISTRICT
RE 50J
________________________________
ATTEST:
_________________________
TO: Vail Town Council
FROM: Greg Hall, Director of Public Works and Transportation
DATE: March 2, 2021
SUBJECT: Vail Recreation District Gymnastics Center Lease Agreement
I. PURPOSE
The purpose of this agenda item is to approve the following documents:
A new lease for the Vail Gymnastics Center with the Vail Parks and Recreation District
II. BACKGROUND
In 2015 the Town of Vail the Vail Parks and Recreation District amended the requested the five-
year extension of the original lease entered in 2005 for the Vail Gymnastics Center. In addition,
maintenance requirements were established to require consistently high standards for all the
parties.
The documents were reviewed both internally with Town Staff and distributed and reviewed with
the Vail Parks and Recreation District. The documents have been modified where it was
appropriate based on the comments received from the parties.
III. ACTION REQUESTED
The Town Council is asked to approve Resolutions Number ______ for the lease of the Vail
Gymnastics Center and direct the Town Manager to execute the lease agreements with the Vail
Parks and Recreation District.
IV. STAFF RECOMMENDATION
Approve the following documents and direct the Town Manager to execute the agreements with
the various parties.
V. ATTACHMENTS
a. Resolution _______ A Lease Vail Recreation District at Vail Golf Course
Building/ImprovementMajor Capital Exterior ReplacementMajor Capital Interior Replacement Exterior Maintenance Interior MaintenanceRoof TOV TOV VRD N/AWindows TOV VRD VRD VRDDoors TOV TOV VRD VRDElevator TOV TOV N/A VRDHVAC TOV TOV VRD VVDWater System TOV TOV VRD VRDStructural Components TOV TOV VRD VRDPlumbing System TOV TOV VRD VRDPainting TOV VRD VRD VRDLandscaping VRD N/A VRD N/AParking Lot TOV N/A VRD/TOV N/AMisc Buildings, Imp and Signs VRD VRD VRD VRDFlooring N/A VRD N/A VRDFixturesVRDVRDVRDVRDExhibit B