HomeMy WebLinkAboutresolution.council.063-15 RESOLUTION NO. 63
(Series of 2015)
A RESOLUTION OF THE CITY COUNCIL OF ASPEN, COLORADO APPROVING
A LEASE AGREEMENT #100259 FOR THE BRUSH CREEK PARK-AND-RIDE
LOT BETWEEN THE CITY OF ASPEN, COLORADO, THE ROARING FORK
TRANSPORTATION AUTHORITY (RFTA) AND THE STATE OF COLORADO
ACTING BY AND THROUGH THE COLORADO DEPARTMENT OF
TRANSPORTATION (CDOT), SETTING FORTH THE TERMS AND CONDITIONS
OF THE LEASE AGREEMENT AND AUTHORIZING THE CITY MANAGER TO
EXECUTE SAID LEASE AGREEMENT.
WHEREAS, there has been submitted to the City Council a Lease Agreement for the Brush
Creek Park-and-Ride lot between the City of Aspen, Colorado, and the Roaring Fork Transportation
Authority, and the State of Colorado acting by and through the Colorado Department of Transportation
(CDOT), a copy of which agreement is annexed hereto and made a part thereof.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF ASPEN, COLORADO:
Section 1
That the City Council of the City.of Aspen hereby approves the Lease'Agreement for the Brush
Creek Park-and-Ride Lot between the City of Aspen, Colorado, and the Roaring Fork Transportation
Authority, and the State of Colorado acting by and through the Colorado Department of
Transportation, a copy of which is annexed hereto and incorporated herein, and does hereby authorize
the City Manager of the City of Aspen to execute said Lease Agreement on behalf of the City of
Aspen.
Dated:
Steve S adro ayor
I, Linda Manning, duly appointed and acting City Clerk do cert fy that the foregoing is a true
and accurate copy of that resolution adopted by the City Council of th City of Aspen, Colorado, at
its regular meeting held June 8, 2015.
Linda Manning, City Cl k
PROPERTY MGMT. NO.:100259
PROJECT NO.: STR 0821-029, Unit 3
PROJ. CODE: 10211(original) 12269 (current)
PARCEL NO.:302-L
LOCATION: SH82, & Brush Creek Road (Brush
Creek Park N Ride Lot)
LEASE AGREEMENT
(Vacant Land)
THIS LEASE AGREEMENT made and entered into this day of JrA✓1Q, ZOIcL, by and
between the State of Colorado acting by and through the Colorado Department of Transportation, CDOT,
hereinafter referred to as "Lessor", and the City of Aspen and the Roaring Fork Transportation
Authority, hereinafter referred to as"Lessee".
WITNESSETH:
NOW,THEREFORE, in consideration of the mutual promises contained herein,the parties hereto agree
as follows:
1. PREMISES, Lessor hereby leases and demises unto Lessee the Premises, hereinafter referred
to as"Premises" located in Lots 9& 10 Section 21,Township 9 South, Range 85 West of the 6th
Principle Meridian in Pitkin County. The Premises, known and described as Parcel 302-L, of Project
STIR 0821-029, Unit 3, includes approximately 21.440 acres of land area. The leased Premises being as
shown on the plat attached hereto, made a part hereof and marked"Exhibit A,"and as shown on the plat
attached hereto, made part hereof and marked "Exhibit B."
2. TERM The term of this Lease shall begin on May 15, 2015 and end on May 14, 2020, subject to
the cancellation and termination provisions herein.
3. RENT. Lessee shall pay$250.00 for the term hereof. Payments shall be made payable to the
Colorado Department of Transportation at:
Colo. Dept. of Transportation
C/o Accounting Receipts& Deposits
4201 East Arkansas Ave., Rm. 212 .
Denver, CO 80222
or at such place as Lessor from time to time designates by notice as provided herein.
4. USE. It is understood and agreed that the Lessee intends to use the Premises only for a Park
and Ride Facility and associated landscaping in accordance with that Intergovernmental Agreement
Brush Creek Park-N-Ride Management, Maintenance and Use Plan dated May 23, 2005, by and among
the City of Aspen, the Town of Snowmass Village, the Board of County Commissioners of the County of
Pitkin and the Roaring Fork Transportation Authority, the provisions of which Intergovernmental
Agreement are incorporated herein by this reference with regard to the duties and obligations of the City
of Aspen and the Roaring Fork Transportation Authority. The Premises may not be used for any other
purpose without the specific written prior permission of the Lessor. Any other use of the Premises shall
constitute material breach of this Lease and may cause this Lease to terminate immediately at the
Lessor's option.
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5. • TAXES, UTILITIES, MAINTENANCE AND OTHER EXPENSES. It is understood and agreed that
this Lease shall be an absolute Net Lease with respect to Lessor, and that all taxes, assessments,
insurance, utilities and other operating costs and the cost of all maintenance, repairs, and improvements,
and all other direct costs, charges and expenses of any kind whatsoever respecting the Premises shall be
borne by Lessee and not by the Lessor so that the rental return to Lessor shall not be reduced, offset or
diminished directly or indirectly by any cost or charge. Lessee shall maintain the Premises in good repair
and in tenable condition free of trash and debris during the term of this Lease. Lessor shall have the right
to enter the Premises at any time for the purpose of making necessary inspections.
6. HOLD HARMLESS. To the extent permitted by law the Lessee shall save, indemnify and hold
harmless the Lessor and FHWA for any liability for damage or loss to persons or property resulting from
Lessee's occupancy or use of the
Premises.
7. OWNERSHIP. The State of Colorado is the owner or the Premises. Lessor warrants and
represents himself to be the authorized agent of the State of Colorado for the purposes of granting this
Lease.
8. LEASE ASSIGNMENT. Lessee shall not assign this Lease and shall not sublet the demised
Premises without specific written permission of the Lessor and will not permit the use of said Premises to
anyone, other than Lessee, its agents or employees, without the prior written consent of Lessor.
9. APPLICABLE LAW. The laws of the State of Colorado and rules and regulations issued pursuant
thereto shall be applied in the interpretation, execution and enforcement of this Lease. Any provision of
this Lease, whether or not incorporated herein by reference, which provides for arbitration by any extra-
judicial body or person or which is otherwise in conflict with said laws, rules and regulations shall be
considered null and void. Nothing contained in any provision incorporated herein by reference which
purports to negate this or any other special provision in whole or in part shall be valid or enforceable or
available in any action at law whether by way of compliant, defense or otherwise. Any provision rendered
null and void by the operation of this provision will not invalidate the remainder of this Lease to the extent
that this Agreement is capable of execution.
10. CANCELLATION. Both parties understand that at any time before the scheduled expiration of
the term of this Lease, Lessor has the right to cancel the Lease without liability by giving the Lessee
901day written notice of its intention to cancel the Lease. The notice shall be hand delivered, posted on
the Premises, or sent to the Lessee, at the address of the Lessee contained herein by Certified Mail,
return receipt requested. This Lease may also be canceled by the Lessee by giving the Lessor 90-day
written notice of their intent to do so.
11. COMPLETE AGREEMENT. This Lease, including all exhibits, supersedes any and all prior
written or oral agreements and there are no covenants, conditions or agreements between the parties
except as set forth herein. No prior or contemporaneous addition, deletion, or other amendment hereto
shall have any force or affect whatsoever unless embodied herein in writing. No subsequent novation,
renewal, addition, deletion or other amendment hereto shall have any force or effect unless embodied in
a written contract executed and approved pursuant to the State Fiscal Rules.
12. CAPTIONS, CONSTRUCTION,AND LEASE EFFECT. The captions and headings used in this
Lease are for identification only, and shall be disregarded in any construction of the Lease provisions. All
of the terms of this Lease shall inure to the benefit of and be binding upon the respective heirs,
successors, and assigns of both the Lessor and the Lessee. If any provision of this Lease shall be
determined to be invalid, illegal, or without force by a court of law or rendered so by legislative act then
the remaining provisions of this Lease shall remain in full force and effect.
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13. NO BENEFICIAL INTEREST. The signatories aver that to their knowledge, no state employee
has any personal or beneficial interest whatsoever in the service or property described herein.
14. NO VIOLATION OF LAW. The Lessee shall not commit, nor permit the commission of, any act or
thing,which shall be a violation of any ordinance of the municipality, City, County, or of any law of the
State of Colorado or the United States. The Lessee shall not use the Premises for any manner, which
shall constitute a nuisance or public annoyance. The signatories hereto aver that they are familiar with
18-8-301, et,seq., (Bribery and Corrupt Influences) and 18-8-401, et seq., (Abuse of Public Office),
C.R.S., as amended, and that no violation of such provisions is present. The signatories aver that to their
knowledge, no state employee has any personal or beneficial interest whatsoever in the service or
property described herein.
15. NOTICE. Any notice required or permitted by this Lease may be delivered in person or sent by
registered or certified mail, return receipt requested, to the party at the address as hereinafter provided,
and if sent by mail it shall be effective when posted in the U.S. Mail Depository with sufficient postage
attached thereto:
LESSOR: LESSEE: LESSEE:
Colo. Dept. of Transportation John D. Krueger Dan Blankenship
Property Management Manager Director of Transportation CEO- RFTA
15285 S. Golden Rd., Bldg. 47 City of Aspen Roaring Fork
Golden, Colorado 80401 130 S. Galena St. Transportation Authority
Aspen, CO 81611 2307 Wulfsohn Road,
Glenwood Springs,
CO 81601
Tel: (303) 512-5505 (970) 920-5042 (970) 384-4981
Notice of change of address shall be treated as any other notice. The Lessee warrants that the address
listed above is the Lessee's current mailing address and that the Lessee will notify the Lessor in writing of
any changes in that address within ten (10)days of such change.
16. HOLDING OVER. If the Lessor allows the Lessee to occupy or use the Premises after the
expiration or sooner termination of this Lease, the Lessee becomes a Holdover Tenant and shall be a
month-to-month Lessee subject to all the laws of the State of Colorado applicable to such tenancy. The
rent to be paid by Lessee during such continued occupancy shall be the same being paid by Lessee as of
the date of expiration or sooner termination. Lessor and Lessee each hereby agree to give the other
party at least thirty(30) days written notice prior to termination of this holdover tenancy.
17. CHIEF ENGINEER'S APPROVAL. This Lease shall not be deemed valid until it has been
approved by the Chief Engineer of the Colorado Department of Transportation and by the Lessee.
18. HAZARDOUS MATERIALS. The Lessee agrees to defend, indemnify and hold harmless the
Lessor and any employees, agents, contractors, and officials of the Lessor against any and all damages,
claims, liability, loss, fines or expenses, including attorney's fees and litigation costs, related to the
presence, disposal, release or clean-up of any contaminants, hazardous materials or pollutants on, over,
under, from or affecting the property subject to this Lease, which contaminants or hazardous materials
the Lessee or its employees, agents, contractors or officials has caused to be located, disposed, or
released on the property. The Lessee shall also be responsible for all damages, claims and liability to the
soil, water, vegetation, buildings or personal property located thereon as well as any personal injury or
property damage related to such contaminants or hazardous materials.
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(b) Workers' Compensation Insurance as required by State statute, and Employer's Liability
Insurance covering all employees acting within the course and scope of their employment and work on
the activities authorized by this Lease in Paragraph 4.
(c) Commercial General Liability Insurance written on ISO occurrence form CG 00 01 10/93
or equivalent, covering Premises operations,fire damage, blanket contractual liability, personal injury,
and advertising liability with minimum limits as follows:
1. $1,000,000 each occurrence;
2. $2,000,000 general aggregate;
3. $50,000 any one fire.
If any aggregate limit is reduced below$1,000,000 because of claims made or paid,the Lessee,
or as applicable, its Contractor, shall immediately obtain additional insurance to restore the full
aggregate limit and furnish to CDOT a certificate or other document satisfactory to CDOT
showing compliance with this provision.
(d) If any operations are anticipated that might in any way result in the creation of a pollution
exposure, Lessee shall also provide Pollution Legal Liability Insurance with minimum limits of liability of
$1,000,000 Each Claim and $1,000,000 Aggregate. CDOT shall be named as an Additional Insured to
the Pollution Legal Liability Policy. The Policy shall be written on a Claims Made form with an extended
reporting period of at least two years following the expiration date of the Lease or with the continuation of
policy coverage for at least two years following the expiration date of the Lease.
(e) Umbrella or Excess Liability Insurance with minimum limits of$1,000,000. This policy
shall become primary(drop down) in the event the primary Liability Policy limits are impaired or
exhausted. The Policy shall be written on an Occurrence form and shall be following form of the primary.
The following form Excess Liability shall include CDOT as an Additional Insured.
(f) CDOT shall be named as Additional Insured on the Commercial General Liability
Insurance policy. Coverage required by the Lease will be primary over any insurance or self-insurance
program carried by the State of Colorado.
(g) The Insurance shall include provisions preventing cancellation or non-renewal without at
least 30 days prior notice to CDOT by certified mail to the address contained in this document.
(h) The insurance policies related to the Lease shall include clauses stating that each carrier
will waive all rights of recovery, under subrogation or otherwise, against CDOT, its agencies, institutions,
organizations, officers, agents, employees and volunteers.
(i) All policies evidencing the insurance coverage required hereunder shall be issued by
insurance companies satisfactory to CDOT.
Q) In order for this Lease to be executed, the Lessee, or as applicable, the Lessee's
Contractor, shall provide certificates showing insurance coverage required by this Lease to CDOT prior to
the execution of this Lease. No later than 30 days prior to the expiration date of any such coverage, the
Lessee or Contractor shall deliver to the Notice Address of CDOT certificates of insurance evidencing
renewals thereof. At any time during the term of this Lease CDOT may request in writing, and the Lessee
or Contractor shall thereupon within 10 days supply to CDOT, evidence satisfactory to CDOT of
compliance with the provisions of this section. Insurance coverage must be in effect or this Lease is in
default.
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19. NO NEW,PERMANENT STRUCTURES OR IMPROVEMENTS. No new permanent structures or
improvements of any kind shall be erected or moved upon the Premises by the Lessee without the
express written prior permission of the Lessor. Any such structure or improvement erected or moved
upon the Premises without the express written consent of the Lessor may be immediately removed by the
Lessor at the expense of the Lessee. Further, any structures, improvements or items of any kind
remaining on the Premises at the termination of the Lease will be considered abandoned by the Lessee
and may be immediately removed by Lessor at the Lessee's expense.
20. BINDING AGREEMENT. This Lease shall be binding upon and inure to the benefit of the
partners, heirs, executors, administrators, and successors of the respective parties hereto.
21. DEFAULT. If: (1) Lessee shall fail to pay any rent or other sum payable hereunder for a period of
10 days after the same is due; (2) Lessee shall fail to observe, keep or perform any of the other terms,
agreements or conditions contained herein or in regulations to be observed or performed by Lessee and
such default continues for a period of 30 days after notice by Lessor-''(3)This Lease or any interest of
Lessee hereunder shall be levied upon by any attachment or execution,then any such event shall
constitute an event of default by Lessee. Upon the occurrence of any event of default by Lessee
hereunder, Lessor may, at its option and without any further notice or demand, in addition to any other
rights and remedies given hereunder or by law, do any of the following:
(a) Lessor shall have the right, so long as such default continues, to give notice of termination to
Lessee. On the date specified in such notice (which shall not be less than 3 days after the giving of such
notice)this Lease shall terminate.
(b) In the event of any such termination of this Lease, Lessor may then or at any time thereafter,
re-enter the Premises and remove there from all persons and property and again repossess and enjoy
the Premises, without prejudice to any other remedies that Lessor may have by reason of Lessee's
default or of such termination.
(c) The amount of damages which Lessor may recover in event of such termination shall include,
without limitation, (1) the amount at the time of award of unpaid rental earned and other sums owed by
Lessee to Lessor hereunder, as of the time of termination, together with interest thereon as provided in
this Lease, (2) all legal expenses and other related costs incurred by Lessor following Lessee's default
including reasonable attorneys' fees incurred in collecting any amount owed hereunder (3) any damages
to the property beyond its present condition.
(d) Upon the Lessee's failure to remove its personal property from the Premises after the
expiration of the term of this Lease, Lessor may in its sole discretion, without notice to or demand upon
Lessee, remove, sell or dispose of any and all personal property located on the Premises. Lessee waives
all claims for damages that may be caused by Lessor's removal of property as herein provided.
22. INSURANCE. (Revised 2006 per State Controller Requirements)
(a) The Lessee shall obtain and maintain, at all times during the duration of this Lease,
insurance in the kinds and amounts detailed below. The Lessee shall require any Contractor working for
Lessee on the Premises to obtain like coverage. The following insurance requirements must be in effect
during the entire term of the Lease. Lessee shall, at its sole cost and expense, obtain insurance on its
inventory, equipment and all other personal property located on the Premises against loss resulting from
fire, theft or other casualty.
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i
(k) Notwithstanding subsection (a.) of this section, if the Lessee is a"public entity"within the
meaning of the Colorado Governmental Immunity Act CRS 24-10-101, et seg., as amended ("Act'),the
Lessee shall at all times during the term of this Lease maintain only such liability insurance, by
commercial policy or self-insurance, as is necessary to meet its liabilities under the Act. Upon request by
CDOT,the Lessee shall show proof of such insurance satisfactory to CDOT. Public entity Lessees are
not required to name CDOT as an Additional Insured.
(1) If the Lessee engages a Contractor to act independently from the Lessee on the Premises,
that Contractor shall be required to provide an endorsement naming CDOT as an Additional Insured on
Contractor's Commercial General Liability and Umbrella or Excess Liability policies.
IN WITNESS WHEREOF, the parties hereto have executed this Lease Agreement on the day and year
first above written.
LESSEE:
Roaring Fork Transportation Authority
(If Corporation) By:
Attest(Seal) Dan Blankenship,
Chief Executive Officer
By
Secretary Federal Tax Identification Number
STATE OF COLORADO )
) ss
COUNTY OF )
The foregoing instrument was subscribed and sworn to before me this_day of
by
Witness my hand and official seal.
My commission expires
Notary Public
Address:
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LESSEE:
City of Aspen
(If Corporation) By: 'J'
Attest(Seal) (Name)
City Manager
By C V —
City Clerk Federal Tax Idents ication Number
STATE OF COLORADO )
) ss
COUNTY OF )
The oreg in in ru t was subscribed and sworno before me this Fday of V I
by� �U 1�� Q �'�(
Witness my hand and offi a sleal.
Ay r9mmosseon expires 179
TARA L. NELSON ��
NOTARY PUBLIC
STATE OF COLORADO Notary Public
NOTARY ID 20014030017 17705�
MY COMMISSION EXPIRES 09/25/2017 Address:
LESSOR:
ATTEST: COLORADO DEPARTMENT OF
TRANSPORTATION
David Fox Joshua Laipply, P.E.
Chief Clerk—Property Management Chief Engineer
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