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HomeMy WebLinkAboutPACKET Town Board Study Session 2001-08-13. JOINT STUDY SESSION TOWN BOARD - AND~----~ ESTES VALLEY RECREATION & PARK DISTRICT MONDAY, AUGUST 13, 2001 7:00 P.M. - 8:30 P.M. TOWN BOARD ROOM #130 REVIEW STATUS OF PROPOSED EVENTS CENTER/ICE RINK PROJECT: 1. Design Drawings Presentation 15 Minutes Thorp/Sink Combs 2. Computer Model 10 Minutes Thorp/Sink Combs 3. Cost Estimates 15 Minutes Heath Const. 4. IGA 10 Minutes Widmer/Gengler 5. Financing 10 Minutes Jim Manire 6. Stanley Park Title Update 10 Minutes Greg White 7. Conclusions/Next Steps 20 Minutes Boards Draft: 8/13/01 (i: hAL.1" B~bi~ INTERGOVERNMENTAL AGREEMENT *Ar q THIS AGREEMENT, effective the day of , 2001, between the TOWN OF ESTES PARK, COLORADO, a Municipal Corporation, hereinafter referred to as the "Town", and the ESTES VALLEY RECREATION AND PARK DISTRICT, a Colorado Special District, hereinafter referred to as "Recreation District". WHEREAS, the parties to this Agreement have entered into an Intergovernmental -Agreement, Design Phase for a Multi-Use Event Center at Stanley Park, on March 27, 2001 for the purpose of the preliminary design of the proposed MultiLUse Event Center, ("the Project"); and WHEREAS, that Intergovernmental Agreement provided that upon final acceptance of the preliminary project design, the parties would develop a comprehensive intergovernmental agreement addressing the construction and operation of the Project; and WHEREAS, the purpose of this Intergovernmental Agreement is to set forth the understanding and the agreement of the parties with regard to the construction and operation of the Project; and WHEREAS, upon completion of the Project, the constructed Multi-Use Event Center ("the Event Center") shall be owned by the Town and used by the Recreation District and the Town; and WHEREAS, pursuant to the applicable statutes of the State of Colorado, the parties are authorized to enter into this Intergovernmental Agreement for the above stated purposes. NOW THEREFORE IN CONSIDERATION OF THE FOREGOING THE TOWN AND THE RECREATION DISTRICT AGREE AS FOLLOWS: 1. Construction of the Project. The Town shall be the party responsible for all phases of the construction of the Project. The Project shall be constructed on property owned by the Town. The Town shall select the entity, award the construction contract, and supervise the construction of the Project. The Town shall consult with the Recreation District prior to the awarding of the contract for construction of the Project. 2. Construction Financing. The Town shall provide the funds necessary to finance the construction of the Project. . 1 3. Calculation of Construction Costs. The Town's and the Recreation District's share of the construction costs shall be as follows: ITEM TOIPN REC DISTRICT a. Development Fees 50% 50% b. Site Development 50% 50% c. Building Core and Shell 54% 46% d. Mechanical/Electrical 'MEP' Trades 54% 46% e. Ice Arena Tenant Improvements Ice Plant System 0 100% Dehumidification System 0 100% ,Scoreboards 0 100% Sound system/PA System 50% 50% Fixtures (Boards, Boxes, etc.) 0 100% Rubber Flooring System 0 100% Fixed Bleachers 50% 50% Telescopic Seating 100% 0 Locker Rooms 0 100% f. Administrative Offices/Meeting Rooms 50% 50% g. Kitchen Equipment 100% 0 h. Contractor General Conditions 50% 50% i. Contractor Margin/Overhead 50% 50% j. Final Design 50% 50% k. Project Contingency 50% 50% 1. Furniture, Fixtures, Equipment (excluding ice equipment) 50% 50% 4. Use of the Project. The Town shall be the owner of the Project. The parties shall enter into a operating and use agreement for the Event Center containing the following terms and conditions: a. The Recreation District shall have the right to use the Event Center from October 16th through April 15th of each year. b. The Town shall have the right to use the Event Center from April 16th through October 15th of each year. c. During the respective use period set forth above, the non-occupying party shall have the right to use the Event Center if the occupying party does not have the Event Center or an appropriate portion thereof already scheduled for use. The parties shall agree to use their best efforts to cooperate in the scheduling of events at the Event Center to maximize use of the Event Center by both parties. d. The initial term of the operating and use agreement shall be for a period of twenty (20) years with automatic renewal for additional ten- year (10) periods unless either party terminates this agreement at least sixty (60) days prior to the commencement of any individual ten-year (10) term. 2 . G Revenue. Each individual party is entitled to charge third parties for use of the Event Center and retain all revenue generated by said third party use of the Event Center. 6. Supervision and Maintenance of the Event Center. The Town shall hire an Event Center manager for the overall operation, mintenance, scheduling/booking of the Event Center. The Recreation District shall provide adequate supervision during its usage of the Event Center and provide all maintenance, personnel and equipment necessary for maintenance of the Event Center and specifically the ice surface, dressing rooms, and other common areas during its period of occupancy (October 16th through April 159. The Town shall provide adequate supervision during its usage of the Event Center and provide all maintenance, personnel and equipment necessary for maintenance of the Event Center during its period of occupancy (April 16th through October 158) 7. General Expenses of the Event Center. General maintenance expenses common to the normal operation of the Event Center shall be shared equally. Special repairs and maintenance for the ice rink shall be the responsibility of the Recreation District. The Recreation District shall pay all utilities October 16th through April 158 each year. The Town shall pay all utilities April 16th through October 158. 8. Insurance. General. Beginning with the final design of the Event Center, the Town and the Recreation District, at their separate expense and for the mutual benefit of both, shall maintain the following types of insurance: a. Fire and extended coverage insurance covering their respective personal property located at the Event Center. b. Comprehensive public liability insurance, including property damage, with respect to the Event Center, insuring the Town and the Recreation District against liability for injury to persons or property occurring in or about the premises or arising out of the ownership of, maintenance of, use or occupancy thereof, with the limit of liability coverage not less than $1,000,000 for bodily injury and property damage liability for each occurrence, and $1,000,000 aggregate. c. The Town shall mintin fire and extended coverage insurance covering the Event Center and all appurtenances. The amount of the coverage shall be in the replacement cost of the Event Center. All policies o f insurance shall name the Town and the Recreation District as an insured and shall provide by endorsement that any loss shall be payable to the Town or the Recreation District as their respective interest may appear. The parties shall furnish each other with a certificate or other acceptable evidence that such insurance is in force at the beginning of final design of the Event Center and from time to time as each may reasonably request. 3 9. Other Agreements. Following the determination by both parties that financing is available for the construction of the Project and the operation and the maintenance of the Event Center following construction, the parties shall enter into such further agreements that are necessary in order to acquire the proposed financing, construct the Project, and operate and maintain the Event Center after construction. The terms and conditions of this Intergovernmental Agreement, where applicable, shall be incorporated into those agreement documents. 10. Contingencies. The parties understand and agree that the Town has not secured financing for construction of the Project. Also, the parties understand and agree that it shall be necessary for the Recreation District to seek a milllevy increase from its voters to enable the Recreation District to meet its obligations for payment of construction costs for the Project and operation and maintenance of the Event Center. This Agreement is specifically contingent upon the Town obtaining an adequate financial package for the cost associated with the construction of the Project and/or the ongoing costs associated with the operation and maintenance of the Event Center. Determination as to whether the Town has an adequate financial package shall be in the sole discretion of the Town after consultation with the Recreation District. The Town shall make this determination on or before January 11, 2001. If in the Town's sole discretion an adequate financial package is not available to the Town, the Town may terminate this Agreement by giving written notice to the Recreation District o f its intention so to do. The Recreation District may terminate this Agreement if in its sole discretion it has not received the approval of a mill levy increase which gives the Recreation District adequate revenues to pay its share of the cost of the construction of the Project and/or the ongoing costs associated with the operation and maintenance of the Event Center. Determination as to whether the Recreation District has an adequate financial package shall be in the sole discretion of the Recreation District after consultation with the Town. The Recreation District shall make this determination on or before January 11, 2001. If in the Recreation District's sole discretion adequate revenues are not available to the Recreation District to finance the construction of the Project and/or the ongoing costs associated with the operation and maintenance of the Event Center, the Recreation District may terminate this Agreement by giving written notice to the Town o f its intention so to do 11. Termination by the Parties for Default. Either party shall have the option of terminating this Agreement in the event of default by the other party to the terms and conditions of this Agreement. The non-defaulting party shall give written notice of the defuult, specifying the nature of the default and giving the defaulting party thirty (30) days to cure the same. In the event that the default is not cured within the thirty (30) day period, the non-defaulting party shall be entitled to all damages incurred by reason of said default, including, but not limited to all reasonable attorneys' fees, expert witness fees and court costs incurred by the non-defaulting party. Where a party elects to terminate this Agreement following the giving of notice and failure to cure, termination is effective upon the giving of written notice to the defaulting party. 4 12. Relationship of the Parties. The Recreation District is not an agent or employee of the Town. The Town is not an agent or employee of the Recreation District. This Agreement shall not be interpreted and/or construed to create a partnership or joint venture relationship between the parties. 13. Indemnification by the Recreation District. To the extent permitted by law, the Recreation District agrees to indemnify, hold harmless and defend the Town, its officers, agents and employees, from and against all liability for any and all claims, liens, suits, demands or action for damages, injuries to persons, including death, property damage, including loss of use, and expenses, including court costs and reasonable attorneys' fees arising out of or resulting from the Recreation District's intentional or negl*ent actions and/or omissions in the operation and maintenance of the Event Center under the terms and conditions of this Agreement. 14. Indemnification by the Town. To the extent permitted by law, the Town agrees to indemnify, hold harmless and defend the Recreation District, and its officers, agents and employees, from and against allliability for any and all claims, liens, suits, demands or actions for damages, injuries to persons, including death, property damage, including loss of use, and expenses, including court costs and reasonable attorneys' fees arising out of or resulting from the Town's intentional or negligent actions and/or omissions in the construction of the Event Center under the terms and conditions of this Agreement. 15. Notice of Claim. The Town and the Recreation District will provide each other with prompt notice of any event covered by the indemnity section of this Agreement and in the event that a claim or action is filed, each party may employ attorneys of its own choosing to prepare and defend the claim or action oil its behalf. 16. Notices. All notices, demands or other documents required or desired to be given, made or sent to the parties under this Agreement shall be made in writing, shall be deemed effective upon receipt and shall be personally delivered or mailed, postage prepid, certified mail, return receipt requested, as follows: TOWN OF ESTES PARK Town of Estes Park ATTN: Town Administrator Post Office Box 1200 Estes Park, CO 80517 ESTES VALLEY RECREATION AND PARK DISTRICT Estes Valley Recreation and Park District ATTN: Executive Director Post Office Box 1379 Estes Park, CO 80517 5 4 4 17. Entire Agreement. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof. 18. Applicable Law. This Agreement shall be construed in accordance with the laws of the State of Colorado, and venue for any civil action with respect thereto shall be proper only in Larimer County, Colorado. 19. Attorneys' Fees. In the event either of the parties to this Agreement shall institute legal proceedings or be the defendant in legal proceedings for the purpose of enforcing the terms and provisions of this Agreement and shall prevail in a final, non-appealable judgment entered by a court of competent jurisdiction, then the non-prevailing party shall reimburse the prevailing party for all reasonable attorneys' fees, court costs, and reasonable expert witness fees incurred as a result of such proceedings. 20. Parties Bound. This Agreement shall bind the respective successors and assigns of the parties hereto. 21. Legal Construction. In case any one or more of the provisions contined in this Agreement shall for any reason be held to be invalid, illegal or unenforceable, in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 22. Assignment. This Agreement may not be assigned by either party hereto without the written consent of the other party. TOWN OF ESTES PARK By: Mayor ATTEST: Town Clerk ESTES VALLEY RECREATION AND PARK DISTRICT By: ATTEST: 6 August 13, 2001 Financing Plan for Estes Park Communitv Events Center and Ice Arena Participants: Town of Estes Park Estes Valley Recreation and Park District Estes Park Building Authority Estimated Cost: $5.9 Million Financing Plan: Step One: The Town and the District will enter into an Intergovernmental Agreement (IGA) to establish the basis for sharing the costs of constructing and operating the facility. Step Two: The District will seek approval from the voters at the November election for a property tax increase which will fund its annual share of the costs. Step Three: The Town will raise the $5.9 million for the facility by issuing Certificates of Participation (COPs) with the cooperation of the Authority. The Election: The annual funding requirement for the District is estimated at $385,000 to $410,000. At the District's current assessed value, the property tax increase would fall between 1.95 and 2.10 mills. The annual cost to a homeowner whose property has a market value of $250,000 is estimated to be no greater than $48.00, or $4.00 per month. Two factors could reduce the actual cost to the taxpayers. First, before the election occurs, the District's reported assessed value is expected to increase, which would lower the mill levy requirement. Secondly, if interest rates remain stable or decline, the actual financing costs will be lower than in the current assumptions. The COPs: Because of deed restrictions at the site, the Events and Ice Arena Facility will not be suitable collateral for the COPs. Instead, the Town will assemble a "pool" of assets to serve as collateral. The Town Hall will be the primary asset in the collateral pool. Other assets which are being evaluated for inclusion as collateral are the Vehicle Maintenance Facility, the Senior Center, the Museum, and the Chamber of Commerce building. The collateral will be held by the Authority. The Town will make lease payments to the Authority for a period of twenty years. The Town's lease payments will be used by the Authority to pay the principal and interest on the COPs. Depending on market considerations, the COPs will either be offered to the public through a bond underwriter, or will be privately placed with a bank. JAMES Capitol Advisors Inc.