I. II. IV. V. VI. IX.
MEETING OF THE BOARD OF DIRECTORS OF THE SALIDA NATURAL RESOURCE CENTER DEVELOPMENT CORPORATION A COLORADO NON-PROFIT CORPORATION City Council Chambers 448 East 1st Street City of Salida, Colorado Tuesday, February 3, 2015 11:00 a.m. The NRCDC Board may take action on and of the following agenda items as presented or modified prior to or during the meeting, and items necessary or convenient to effectuate the agenda items. I. MEETING CALLED TO ORDER II. PUBLIC COMMENT III. APPROVAL OF MINUTES – January 20, 2015 IV. TREASURER’S REPORT V. SCHEDULED ITEMS 1. Updates on potential property sales a. Colorado Parks & Wildlife b. Workforce Housing c. Light Industrial 2. Madison House Presents facility use agreement, Resolution 2015-03 3. Repeal of Property Management Agreement 4. Auditor selection 5. Board Appointments VI. UNSCHEDULED ITEMS VII. EXECUTIVE SESSION: For the purpose of determining positions relative to matters that may be subject to negotiations, developing strategy for negotiations, and/or instructing negotiators, under C.R.S. Section 24-6-402(4)(e). AND THE FOLLOWING ADDITIONAL DETAILS ARE PROVIDED FOR IDENTIFICATION: To discuss negotiations for the possible disposition of land and development opportunities related to Colorado Parks & Wildlife, affordable housing and light industrial uses. VIII. REPORT/ACTION ON EXECUTIVE SESSION MATTERS IX. ADJOURN Agenda – February 3, 2015 1 Regular meetings of the SNRCDC are held on the 1st and 3rd Tuesday of each month at 11:00 a.m. MINUTES OF THE BOARD OF DIRECTORS OF SALIDA NATURAL RESOURCE CENTER DEVELOPMENT CORPORATION A COLORADO NON-PROFIT CORPORATION A meeting of the Corporation was held January 20, 2015, at 448 E. 1st Street, Salida, Colorado 81021 beginning at 11:00 a.m. Directors present were Ron Mazzeo, Keith Baker, Tim Glenn, Ray Kitson, Jim Miller and Susan Hughes. Walt Harder and Tom Yerkey were absent. Dara MacDonald and Michael Scott were also in attendance. Public Comment: None Approval of Minutes: Minutes of January 6th were unanimously approved. Treasurer’s Report: Miller reported that 2014 is being closed and he will have the 2014 financial summaries for the next meeting. Scheduled Items: 1. Update on potential property sales: a. CO Parks & Wildlife – MacDonald noted that there will be a meeting with CPW on February 12th. Yerkey, Glenn and MacDonald will attend. b. Workforce Housing – Hughes updated the Board about a recent meeting to review respondents to the Request for Qualifications. The selection committee will proceed with interviewing all 3 respondents. c. Light Industrial – Kitson reported that Rocky Mountain Soda is looking at possibly relocating to Salida within the next year. They are interested in Vandaveer. 2. Madison House Presents music festival - MacDonald updated that the use agreement was approved by the City Council. The agreement did include a requirement that they either install a bridge or pay the City $40,000. There was discussion about the various requirements in the use agreement including revegetation and reimbursement for municipal services. 3. Lau Purchase Offer – Miller recused himself from any discussions regarding the Laus because his wife keeps the books for them. Although he does not feel there would be a conflict he would prefer to forego any potential perceived conflict. MacDonald introduced the Lau's and their proposal. Lorri and Chris Lau presented their vision for development of approximately 10 acres for senior mobile home housing and modulars targeting workforce residents adjacent to the existing mobile home park which they currently own. They would like to ensure the proposed Harold & Opal trail goes through the property. There was discussion about the provision of the utilities to the existing mobile home park. The Laus would plan to have the infrastructure in place to connect to municipal utilities should they need to connect to utilities in the future. Kitson would like see a trigger for the required connection to the utilities. There was discussion about the modifications to the underlying zoning and subdivision that would be required prior to sale of the property. NRCDC Minutes 01.20.15 Kitson asked about the intention to provide senior housing versus affordable housing. They think it would be about 1/2 senior and 1/2 work force. There was continued discussion about possible details of the development. The Board discussed trying to work towards refining their vision for the type of development proposed in various areas of Vandaveer. Vern Davis offered public comment. MacDonald offered that if the Board wishes to formalize their desire to work with the Lau's that they could craft a Letter of Intent outlining their intent. 4. Amendment to the Bylaws – MacDonald recommended the Board postpone action on this item until after the executive session. The Board agreed. Unscheduled Items: None Executive Session: The Board passed a motion to go into executive session, for the purpose of determining positions relative to matters that may be subject to negotiations, developing strategy for negotiations, and/or instructing negotiators, under C.R.S. Section 24-6-402(4)(e). AND THE FOLLOWING ADDITIONAL DETAILS ARE PROVIDED FOR IDENTIFICATION: a. To discuss negotiations for the possible disposition of land and development opportunities related to Lau Purchase Offer, Colorado Parks & Wildlife, affordable housing and light industrial uses. And for the following additional purpose: b. For a conference with the attorney for the purpose of receiving legal advice on specific questions under C.R.S. Section 24-6-402(4)(b). The executive session began at 11:59 a.m. Jim Miller left the executive session at 12:18 p.m. The Board returned to the regular session at 12:31 p.m. Report/Action on Executive Session: MacDonald stated her understanding that the Board would like to direct that no action be taken on the resolution amending the Bylaws and directing MacDonald and Miller to investigate possible auditors. Glenn stated that the Lau proposal was discussed and explained that the Board is currently in negotiations with a developer for the larger parcel. At this point the Board is not interested in entertaining any additional offers. Adjourn: The meeting was adjourned at 12:33 p.m. The undersigned have executed these minutes effective this 3rd day of February, 2015. NRCDC Minutes 01.20.15 ____________________________________ KEITH BAKER, PRESIDENT ____________________________________ DARA MACDONALD, SECRETARY NRCDC Minutes 01.20.15 NRCDC Monthly Status Activity Summary Current Account Balances Operations and Maintenance Revenue and Payment Surplus Outstanding Invoices City of Salida Atmos Energy Xcel Energy Waste Management Monthly management fee Salida utilities Michael Scott ‐ legal services Stotler & Young ‐ accounting Janitorial Impresco ‐ janitorial supplies 26‐Jan‐15 $ 5,058.94 $ 64,532.98 $ 140,018.76 Amount $ 2,856.13 Invoice # 201501232149 $ 547.92 $ 645.66 $ 174.17 $ 1,010.00 $ 24.11 $ ‐ $ ‐ $ 429.99 $ 24.28 Bill Date 1/23/2015 Paid 1/28/2015 Receivables Jon White Deposited $ 212.50 Monthly lease payment Monthly loan payment $ 33,294.60 received around the 25th $ (27,959.60) pd on the 4th Current loan balance Original loan balance in August 2013 Loan balance on January 1, 2015 Principal paid in 2015 $ 4,598,328.54 $ 4,722,000.00 $ 4,605,594.51 $ 7,265.97 1/26/2015 1:13 PM 10:55 AM SALIDA NATURAL RESOURCE CENTER DEVELOPMENT CORPORATION 01/23/15 Balance Sheet As of December 31, 2014 Accrual Basis Dec 31, 14 ASSETS Current Assets Checking/Savings Cost of Issuance High Country Bank O&M-HCB Revenue Fund- HCB Surplus Fund-HCB Total High Country Bank Total Checking/Savings Total Current Assets -2.00 -219.56 99,492.58 140,018.76 239,291.78 239,289.78 239,289.78 Fixed Assets Building Land Loan Origination Fees 4,060,544.35 2,699,847.51 23,171.25 Total Fixed Assets 6,783,563.11 TOTAL ASSETS 7,022,852.89 LIABILITIES & EQUITY Liabilities Long Term Liabilities High Country Bank Loan 4,603,694.61 Total Long Term Liabilities 4,603,694.61 Total Liabilities 4,603,694.61 Equity Additional Paid In Capital Retained Earnings Net Income 2,228,462.05 83,082.58 107,613.65 Total Equity 2,419,158.28 TOTAL LIABILITIES & EQUITY 7,022,852.89 Page 1 10:53 AM SALIDA NATURAL RESOURCE CENTER DEVELOPMENT CORPORATION 01/23/15 Profit & Loss Detail January through December 2014 Accrual Basis Type Date Num Name Ordinary Income/Expense Income Lease Revenue Deposit 02/11/2014 Deposit 03/04/2014 Deposit 03/26/2014 Deposit 04/23/2014 Deposit 05/22/2014 Deposit 06/30/2014 Deposit 07/05/2014 Deposit 07/22/2014 Deposit 08/21/2014 Deposit 09/04/2014 Deposit 10/23/2014 Deposit 11/25/2014 Deposit 12/24/2014 Memo US Treasury US Treasury US Treasury US Treasury US Treasury USDA Treasury US Treasury US Tresury US Treasury USDA Treasury US Treasury US Treasury US Treasury Clr Split Revenue Fund... Revenue Fund... Revenue Fund... Revenue Fund... Revenue Fund... Revenue Fund... Revenue Fund... Revenue Fund... Revenue Fund... Revenue Fund... Revenue Fund... Revenue Fund... Revenue Fund... Total Lease Revenue Pasture Lease Deposit 07/15/2014 Deposit 08/20/2014 Deposit 08/21/2014 Deposit 09/25/2014 Deposit 10/09/2014 Deposit 11/13/2014 Deposit 12/30/2014 Deposit Deposit Deposit Deposit Deposit Deposit Deposit O&M-HCB O&M-HCB Revenue Fund... O&M-HCB O&M-HCB O&M-HCB O&M-HCB Total Pasture Lease Total Income Gross Profit Expense Advertising and Promotion Check 01/15/2014 Check 01/15/2014 Check 04/22/2014 Total Advertising and Promotion 505 505 508 City of Salida City of Salida City of Salida Mtn Mail Lyle Signs Arkansas Valley P... O&M-HCB O&M-HCB O&M-HCB Amount Balance 32,949.86 32,949.86 32,949.86 32,949.86 33,230.22 1,661.51 31,568.71 33,230.22 33,294.60 33,294.60 33,294.60 33,294.60 33,294.60 32,949.86 65,899.72 98,849.58 131,799.44 165,029.66 166,691.17 198,259.88 231,490.10 264,784.70 298,079.30 331,373.90 364,668.50 397,963.10 397,963.10 397,963.10 656.67 175.00 166.12 187.50 62.50 62.50 237.50 656.67 831.67 997.79 1,185.29 1,247.79 1,310.29 1,547.79 1,547.79 1,547.79 399,510.89 399,510.89 399,510.89 399,510.89 16.78 172.74 31.30 16.78 189.52 220.82 220.82 220.82 Page 1 10:53 AM SALIDA NATURAL RESOURCE CENTER DEVELOPMENT CORPORATION 01/23/15 Profit & Loss Detail January through December 2014 Accrual Basis Type Date Num Name Bank Service Charges Check 03/31/2014 Deposit 07/31/2014 Deposit 08/31/2014 Deposit 08/31/2014 Deposit 08/31/2014 Deposit 09/30/2014 Deposit 09/30/2014 Deposit 09/30/2014 Deposit 10/31/2014 Deposit 10/31/2014 Deposit 10/31/2014 Deposit 11/30/2014 Deposit 11/30/2014 Deposit 11/30/2014 Deposit 12/31/2014 Deposit 12/31/2014 Memo Service Charge Interest Interest Interest Interest Interest Interest Interest Interest Interest Interest Interest Interest Interest Interest Interest Clr Split Cost of Issuan... Surplus Fund-... O&M-HCB Revenue Fund... Surplus Fund-... O&M-HCB Revenue Fund... Surplus Fund-... O&M-HCB Revenue Fund... Surplus Fund-... O&M-HCB Revenue Fund... Surplus Fund-... O&M-HCB Revenue Fund... Total Bank Service Charges Insurance Expense General Liability Insurance Check 03/04/2014 506 Check 09/09/2014 513 City of Salida City of Salida Allied Insurance Allied Insurance O&M-HCB O&M-HCB Total General Liability Insurance Total Insurance Expense Check Check Check Check Check Check Check Check Check Check Check Check Interest Expense 01/04/2014 02/04/2014 03/04/2014 04/04/2014 05/05/2014 06/04/2014 07/05/2014 08/04/2014 09/04/2014 10/04/2014 11/25/2014 12/04/2014 Total Interest Expense awd awd awd awd awd awd awd awd awd awd 513 awd High Country B... High Country B... High Country B... High Country B... High Country B... High Country B... High Country B... High Country B... High Country B... High Country B... High Country B... High Country B... Revenue Fund... Revenue Fund... Revenue Fund... Revenue Fund... Revenue Fund... Revenue Fund... Revenue Fund... Revenue Fund... Revenue Fund... Revenue Fund... Revenue Fund... Revenue Fund... Amount Balance 2.00 -1.15 -0.02 -0.58 -1.19 -0.02 -0.58 -1.19 -0.04 -0.61 -1.11 -0.04 -0.56 -1.23 -0.05 -0.68 2.00 0.85 0.83 0.25 -0.94 -0.96 -1.54 -2.73 -2.77 -3.38 -4.49 -4.53 -5.09 -6.32 -6.37 -7.05 -7.05 -7.05 1,603.00 2,351.00 1,603.00 3,954.00 3,954.00 3,954.00 3,954.00 3,954.00 20,468.18 20,435.58 18,428.36 20,361.34 18,428.36 19,640.37 20,258.84 19,572.89 20,188.81 19,504.83 20,118.19 19,436.18 20,468.18 40,903.76 59,332.12 79,693.46 98,121.82 117,762.19 138,021.03 157,593.92 177,782.73 197,287.56 217,405.75 236,841.93 236,841.93 236,841.93 Page 2 10:53 AM SALIDA NATURAL RESOURCE CENTER DEVELOPMENT CORPORATION 01/23/15 Profit & Loss Detail January through December 2014 Accrual Basis Type Date Janitorial Fees Check 01/15/2014 Check 01/15/2014 Check 03/04/2014 Check 03/04/2014 Check 04/22/2014 Check 05/20/2014 Check 06/17/2014 Check 07/21/2014 Check 09/09/2014 Deposit 10/09/2014 Check 10/09/2014 Check 11/13/2014 Check 12/30/2014 Num Name 505 505 506 507 508 510 511 512 513 City of Salida City of Salida City of Salida City of Salida City of Salida City of Salida City of Salida City of Salida City of Salida 515 516 517 City of Salida City of Salida City of Salida Memo Janitoral Janitoral fees Janitorial Janitorial Janitorial Monthly ... Monthly janitoral Deposit Janitorial Fees Monthly Fee Impresco- supplies Clr Split O&M-HCB O&M-HCB O&M-HCB O&M-HCB O&M-HCB O&M-HCB O&M-HCB O&M-HCB O&M-HCB O&M-HCB O&M-HCB O&M-HCB O&M-HCB Total Janitorial Fees Amount Balance 1,400.00 1,400.00 1,400.00 1,400.00 1,400.00 1,400.00 1,400.00 1,400.00 1,400.00 -700.00 1,400.00 719.44 737.45 1,400.00 2,800.00 4,200.00 5,600.00 7,000.00 8,400.00 9,800.00 11,200.00 12,600.00 11,900.00 13,300.00 14,019.44 14,756.89 14,756.89 14,756.89 283.96 220.50 125.00 350.00 283.96 504.46 629.46 979.46 979.46 979.46 Legal Fees Check Check Check Check 04/22/2014 11/13/2014 12/30/2014 12/30/2014 509 516 517 517 City of Salida City of Salida City of Salida City of Salida Michael Scott Michael Scott Michael Scott Kutak Rock O&M-HCB O&M-HCB O&M-HCB O&M-HCB Total Legal Fees Licenses & Permits Check 03/04/2014 507 City of Salida Periodic report O&M-HCB Total Licenses & Permits Check Check Check Check Check Check Check Check Check Check Check Check Management Fees 01/15/2014 03/04/2014 03/04/2014 04/22/2014 05/20/2014 06/17/2014 07/21/2014 09/09/2014 10/09/2014 11/13/2014 12/30/2014 12/30/2014 Total Management Fees 505 506 507 508 510 511 512 513 515 516 517 518 City of Salida City of Salida City of Salida City of Salida City of Salida City of Salida City of Salida City of Salida City of Salida City of Salida City of Salida City of Salida Monthly Mgmt Fee Monthly Managem... Monthly Mgmt Fee Monthly Managem... Monthly Managem... Monthly Managem... Monthly Managme... Monthly Managem... Monthly Fee Monthly Fee Monthly Fee O&M-HCB O&M-HCB O&M-HCB O&M-HCB O&M-HCB O&M-HCB O&M-HCB O&M-HCB O&M-HCB O&M-HCB O&M-HCB O&M-HCB 10.00 10.00 10.00 10.00 1,000.00 1,000.00 1,000.00 1,000.00 1,000.00 1,000.00 1,030.00 1,010.00 1,010.00 1,010.00 1,010.00 1,010.00 1,000.00 2,000.00 3,000.00 4,000.00 5,000.00 6,000.00 7,030.00 8,040.00 9,050.00 10,060.00 11,070.00 12,080.00 12,080.00 12,080.00 Page 3 10:53 AM SALIDA NATURAL RESOURCE CENTER DEVELOPMENT CORPORATION 01/23/15 Profit & Loss Detail January through December 2014 Accrual Basis Type Check Check Check Check Check Check Check Check Check Check Check Date Professional Fees 03/04/2014 03/04/2014 03/04/2014 04/22/2014 04/22/2014 05/20/2014 06/17/2014 06/17/2014 07/21/2014 10/09/2014 12/30/2014 Num 506 506 507 508 509 510 511 511 512 515 518 Name City of Salida City of Salida City of Salida City of Salida City of Salida City of Salida City of Salida City of Salida City of Salida City of Salida City of Salida Memo Stotler & Young Charles Alexander Stotler & Young Stotler & Young Stotler & Young Stotler & Young Stotler & Young Charles Alexander Stotler & Young Stotler & Young Stotler & Young Clr Split O&M-HCB O&M-HCB O&M-HCB O&M-HCB O&M-HCB O&M-HCB O&M-HCB O&M-HCB O&M-HCB O&M-HCB O&M-HCB Total Professional Fees Amount Balance 55.00 2,400.00 82.50 157.75 55.00 27.50 27.50 3,540.00 27.50 55.00 82.50 55.00 2,455.00 2,537.50 2,695.25 2,750.25 2,777.75 2,805.25 6,345.25 6,372.75 6,427.75 6,510.25 6,510.25 6,510.25 729.43 753.62 681.00 615.65 648.95 717.11 771.38 981.63 905.63 852.35 703.15 612.66 729.43 1,483.05 2,164.05 2,779.70 3,428.65 4,145.76 4,917.14 5,898.77 6,804.40 7,656.75 8,359.90 8,972.56 8,972.56 8,972.56 599.05 653.67 620.43 369.13 429.63 209.91 65.07 37.78 -1,590.00 38.40 47.83 96.08 269.83 599.05 1,252.72 1,873.15 2,242.28 2,671.91 2,881.82 2,946.89 2,984.67 1,394.67 1,433.07 1,480.90 1,576.98 1,846.81 1,846.81 1,846.81 Utilities Electricity Check Check Check Check Check Check Check Check Check Check Check Check 01/15/2014 03/04/2014 03/04/2014 04/22/2014 05/20/2014 06/17/2014 07/21/2014 09/09/2014 10/09/2014 11/13/2014 12/30/2014 12/30/2014 505 506 507 508 510 511 512 513 515 516 517 518 City of Salida City of Salida City of Salida City of Salida City of Salida City of Salida City of Salida City of Salida City of Salida City of Salida City of Salida City of Salida Xcel Xcel Energy Xcel Energy Xcel Xcel Xcel Energy Xcel Energy Xcel Energy Xcel Energy Xcel Xcel Xcel O&M-HCB O&M-HCB O&M-HCB O&M-HCB O&M-HCB O&M-HCB O&M-HCB O&M-HCB O&M-HCB O&M-HCB O&M-HCB O&M-HCB Total Electricity Gas Check Check Check Check Check Check Check Check Deposit Check Check Check Check 01/15/2014 03/04/2014 03/04/2014 04/22/2014 05/20/2014 06/17/2014 07/21/2014 09/09/2014 10/09/2014 10/09/2014 11/13/2014 12/30/2014 12/30/2014 Total Gas 505 506 507 508 510 511 512 513 City of Salida City of Salida City of Salida City of Salida City of Salida City of Salida City of Salida City of Salida 515 516 517 518 City of Salida City of Salida City of Salida City of Salida Atmos Atmos Energy Atmos Energy Atmos Atmos Atmos Energy Atmos Energy Atmos Energy Deposit Atmos Energy Atmos Atmos ATmos O&M-HCB O&M-HCB O&M-HCB O&M-HCB O&M-HCB O&M-HCB O&M-HCB O&M-HCB O&M-HCB O&M-HCB O&M-HCB O&M-HCB O&M-HCB Page 4 10:53 AM SALIDA NATURAL RESOURCE CENTER DEVELOPMENT CORPORATION 01/23/15 Profit & Loss Detail January through December 2014 Accrual Basis Type Check Check Check Check Date Water & Sewer 01/15/2014 04/22/2014 07/21/2014 11/13/2014 Num 505 509 512 516 Name City of Salida City of Salida City of Salida City of Salida Memo Salida Utilities Salida Utilities City of Salida Monthly Fee Clr Split O&M-HCB O&M-HCB O&M-HCB O&M-HCB Total Water & Sewer Check Check Check Check Check Check Check Check Check Check Check Utilities - Other 03/04/2014 03/04/2014 04/22/2014 04/22/2014 06/17/2014 07/21/2014 09/09/2014 10/09/2014 11/13/2014 12/30/2014 12/30/2014 506 507 508 509 511 512 513 515 516 517 518 City of Salida City of Salida City of Salida City of Salida City of Salida City of Salida City of Salida City of Salida City of Salida City of Salida City of Salida Waste Management Waste Management Waste Management Waste Management Waste Management Trash Waste Management Waste Managment Waste Management Waste Management Waste Management O&M-HCB O&M-HCB O&M-HCB O&M-HCB O&M-HCB O&M-HCB O&M-HCB O&M-HCB O&M-HCB O&M-HCB O&M-HCB Total Utilities - Other Total Utilities Total Expense Net Ordinary Income Other Income/Expense Other Income Interest Income Deposit Deposit Deposit Deposit Deposit Deposit Deposit Deposit Deposit Deposit Deposit Deposit Deposit Deposit Deposit Deposit Deposit Deposit 01/31/2014 01/31/2014 01/31/2014 02/28/2014 02/28/2014 02/28/2014 03/31/2014 03/31/2014 03/31/2014 04/30/2014 04/30/2014 04/30/2014 05/31/2014 05/31/2014 05/31/2014 06/30/2014 06/30/2014 06/30/2014 Interest Interest Interest Interest Interest Interest Interest Interest Interest Interest Interest Interest Interest Interest Interest Interest Interest Interest Surplus Fund-... Revenue Fund... O&M-HCB Revenue Fund... O&M-HCB Surplus Fund-... Revenue Fund... O&M-HCB Surplus Fund-... Revenue Fund... O&M-HCB Surplus Fund-... O&M-HCB Revenue Fund... Surplus Fund-... Revenue Fund... O&M-HCB Surplus Fund-... Amount Balance 650.97 377.88 1,124.84 1,291.65 650.97 1,028.85 2,153.69 3,445.34 3,445.34 3,445.34 562.30 168.52 169.66 159.82 178.48 177.97 177.87 176.85 176.40 176.02 174.20 562.30 730.82 900.48 1,060.30 1,238.78 1,416.75 1,594.62 1,771.47 1,947.87 2,123.89 2,298.09 2,298.09 2,298.09 16,562.80 16,562.80 291,909.10 291,909.10 107,601.79 107,601.79 2.26 0.48 0.06 0.38 0.03 1.19 0.47 0.05 1.15 0.54 0.04 1.19 0.03 0.59 1.15 0.47 0.04 1.19 2.26 2.74 2.80 3.18 3.21 4.40 4.87 4.92 6.07 6.61 6.65 7.84 7.87 8.46 9.61 10.08 10.12 11.31 Page 5 10:53 AM SALIDA NATURAL RESOURCE CENTER DEVELOPMENT CORPORATION 01/23/15 Profit & Loss Detail January through December 2014 Accrual Basis Type Deposit Deposit Date 07/31/2014 07/31/2014 Total Interest Income Total Other Income Net Other Income Net Income Num Name Memo Interest Interest Clr Split Revenue Fund... O&M-HCB Amount Balance 0.52 0.03 11.83 11.86 11.86 11.86 11.86 11.86 11.86 11.86 107,613.65 107,613.65 Page 6 _____________________NRCDC AGENDA ITEM_____________________ MEETING DATE: February 3, 2015 AGENDA ITEM TITLE: Vandaveer Ranch Facilities Use Agreement for a Music Festival PRESENTED BY: Dara MacDonald, Secretary AGENDA SECTION: Scheduled Items REQUEST: The request is to enter into a Facilities Use Agreement with Madison House Presents for a music festival to be held on the Vandaveer Ranch. BACKGROUND REVIEW: The City Council approved a facility use agreement with Madison House Presents (“MHP”) on January 6, 2015 with Resolution 2015-04. The approval was subject to two conditions. One of those conditions was to direct that MHP either install a pedestrian bridge across the South Arkansas River or pay the City $40,000 towards permanent recreation improvements on the Vandaveer Ranch. MHP has embraced the effort to install a pedestrian bridge in advance of the concert, however, they do not want to be responsible for the actual construction of the bridge. The following is proposed language to include in Section 3.02 of the agreement: The Parties agree that as additional consideration material to inducing the City to enter into this Agreement, MHP will contribute up to $40,000 to the City for the construction of a pedestrian bridge and trail for use by attendees at the Event (“MHP Bridge Contribution”) which shall extend over the South Arkansas River, also known as the Little Arkansas River, adjoining the Vandaveer Property with the City to the north of the Vandaveer Property. The MHP Bridge Contribution may include design, engineering and permitting costs for the bridge and trail design and bidding in addition to the actual construction of the project including site preparation, trail construction from Hwy 50 to the crossing, abutments and any other construction as necessary to complete the project. MHP agrees to assist with the contracting for design, engineering, permitting and preparation of bid documents and that associated costs will be deducted from the MHP Bridge Contribution. The City agrees to take the project out to bid, award the contract, oversee construction of the project and pay project expenses in excess of $40,000. Both MHP and the City shall mutually agree to the design prior to award of the bid. Both Parties agree that they will work together to have the project out to bid by April 13, 2015. The City may decline to continue with the pedestrian bridge project at any time prior to the award of bids and in such case MHP will not be responsible for paying the MHP Bridge Contribution. The bid for construction of the project should be awarded no later than June 2, 2015 to ensure completion prior to the festival. The Council should consider whether they are comfortable taking on the construction project and if so, whether they feel this language addresses any concerns. The second change that was directed by the Council upon approval of the contract was regarding a security deposit to cover the cost of reseeding the property. The City Attorney draft the following language which MHP has agreed to in Section 3.04: MHP agrees to deliver to the City, as a security deposit, the greater of (a) the sum of $10,000.00 or (b) the good faith estimate set forth in the Event Plan of the cost of reseeding the Vandaveer Property, which the Event Plan must specifically address using the opinion or estimate of a qualified professional, skilled to render such an opinion. The security deposit may be applied to pay any amounts due and owing to the City under this Agreement 90 calendar days after the expiration of the Term or to secure the performance of MHP of any other non-monetary obligation to the Owner Parties. If there are no amounts due and owing to the Owner Parties and MHP is otherwise current on all other obligations to the Owner Parties under this Agreement, the City will return any remaining security deposit funds at settlement which in no event shall be later than thirty (30) days after the 2015 Event. One additional Section was added by the City Attorney in Section 5.03, Governmental Immunity. This was inadvertently left out of the version that was put before Council for approval. This standard language is acceptable to both parties: Nothing in this Agreement may be construed to waive, limit, or otherwise modify any governmental immunity that may be available to the State of Colorado, the City, its city council and its officers, employees, agents and representatives, and the SNRCDC and its officers, employees, agents and representatives under the Colorado Governmental Immunity Act, Colorado Revised Statutes § 24-10-101, et seq. The City Attorney also took a fresh overall look at the agreement and made a couple of additional changes. Originally, a number of dates and deadlines were based on the expiration of the “Term,” which, as originally defined, was a date certain. As the word Term has come to be defined, it is not possible to calculate the termination of the Term on a date certain, at least not prospectively. Accordingly, Term is replaced in this draft in a number of places with the phrase Premises Occupation Period, which, under this revised draft, has been limited so that it’s possible to calculate a date certain when MHP will complete its occupation of the premises. There is still a great deal of flexibility for MHP to define and adjust the Premises Occupation Period. The City Attorney also clarified that refunds on various deposits in the agreement won’t be issued until all obligations of MHP are completed and there is no money due and owing to the City, which is standard in any residential or commercial lease. Aside from a few typos there are no other changes to the agreement since the Council approved it on January 3rd. Due to the extent of the changes, staff would recommend that the Council adopt the revised version since the version adopted on January 3rd has not been executed. ACTION: A NRCDC Board member should make a motion “to approve Resolution 2015-03, a resolution of the Directors of the Salida Natural Resource Center Development Corporation, approving a facilities use agreement with Madison House Presents, LLC, for a music festival and concert event at the Vandaveer Ranch as may be amended by the City Council.” Followed by a second and then voice vote. SALIDA NATURAL RESOURCE CENTER DEVELOPMENT CORPORATION RESOLUTION 2015-03 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SALIDA NATURAL RESOURCE CENTER DEVELOPMENT CORPORATION A COLORADO NONPROFIT CORPORATION APPROVING A FACILITIES USE AGREEMENT WIT HMADISON HOUSE PRESENTS, LLC FOR A MUSIC FESTIVAL AND CONCERT EVENT AT THE VANDAVEER RANCH WHEREAS, the NRCDC and Madison House Presents, LLC (the “Lessee”) wish to enter into a Facilities Use Agreement, attached hereto and incorporated herein as Exhibit A; and WHEREAS, the Salida City Council finds the best interests of the citizens of Salida will be served by entering into this Facilities Use Agreement. NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE SALIDA NATURAL RESOURCE CENTER DEVELOPMENT CORPORATION, THAT: 1. and findings. The NRCDC incorporates the foregoing recitals as its conclusions, facts, determinations, 2. The NRCDC hereby approves Facilities Use Agreement attached hereto as Exhibit A and authorizes the President to execute the Agreement on behalf of the NRCDC. RESOLVED, APPROVED, AND ADOPTED this 3rd day of February, 2015. SALIDA NATURAL RESOURCE CENTER DEVELOPMENT CORPORATION __________________________________________ Keith Baker, President ATTEST: Dara MacDonald, Secretary Facilities Use Agreement This Facilities Use Agreement (“Facilities Agreement”) is made by and between the City of Salida (the “City”), the Salida Natural Resources Center Development Corporation (the “SNRCDC”) (together, the “Owner Parties”) and Madison House Presents, LLC, a limited liability company (“MHP”) (all together, the “Parties”), for itself, for the use of certain Owner Party real property, rights and licenses, and rights of way, all as more particularly described in this Agreement. Article One - Introduction The SNRCDC, a nonprofit corporation established and affiliated with City has jurisdiction over a parcel of land commonly known as the Vandaveer Ranch, legally described below, which land is within the territory and jurisdiction of the City and upon which MHP desires to conduct a music festival and concert event. To that end, in consideration of the mutual covenants, promises and agreements and other good and valuable consideration, including the consideration to be paid, the adequacy and receipt of which are acknowledged, the Parties agree as provided in this Agreement. Article Two - Premises and Event Description Section 2.01 Use Agreement and Premises Description. By this instrument, the Owner Parties extend to MHP, the right to rent, lease, and use, as provided and subject to the provisions of this this Agreement, the following described premises: SEE EXHIBIT “A,” ATTACHED HERETO AND INCORPORATED HEREIN BY REFERENCE, which shall include a downtown venue to be mutually agreed to by the parties in the Event Plan (“Downtown Property”) and the mutually agreed to space at the Vandaveer Ranch property located in Salida, Chaffee County, Colorado (“Vandaveer Property”) (collectively the “Premises”). Section 2.02 Term The term of the lease and use will commence as of the Effective Date and shall terminate upon the fulfillment of the obligations related to the Event (the “Term”). MHP may occupy the Premises from August 8, 2015 at 12:01 a.m. through and including August 28, 2015 at 11:59 p.m. (“Premises Occupation Period”). During the Premises Occupation Period, MHP will produce on the Premises an event referred to as Salida MHP 2015 (or the “Event”), which Event shall commence on August 20, 2015 and shall conclude on August 22, 2015. Section 2.03 Site Plan and Logistical Work Plan The Parties agree that on or before May 4, 2015 MHP will submit to the City a site plan or map and a logistical work plan or description (the “Event Plan”) that addresses all material matters relating to the preparation, conduct, and takedown of the event. Such matters will include, but not necessarily be limited to, ticketing, camping, backstage/restricted areas, residential accommodations, tenting (which may or may not be subject to applicable municipal code compliance review), offices, staging, crowd control, public address systems, parking, alcoholic beverage services, food services, ingress and egress (including the safe and efficient flow of bicycle, pedestrian, and automotive traffic on and across Highway 50 and between the Event and the City downtown areas), transportation, utilities connections, emergency services, and pedestrian, bicycle and automotive traffic flow. The Event Plan will designate the restricted entry area for viewing of entertainment taking place at the Vandaveer Property (the “Ticketed Music Area”) The Event Plan will provide detailed specifications regarding the location of roads and pathways to be constructed on the Premises and other permanent modifications, (the “Permanent Premises Modifications”). The Parties agree that the Parties will convene to discuss the location of roads and pathways and negotiate Permanent Premises Modifications during preparation of the Event Plan and prior to submission of the Event Plan. The Event Plan is subject to review and approval of the City and SNRCDC, which initial review will be completed within 20 days of submission and which final review and approval will be completed no later than 15 days thereafter (“Final Approval”). The Owner Parties reserve the unqualified right to reject the Event Plan if it provides for Permanent Premises Modifications for which no agreement has be reached among the Parties. In the event of a rejection of the Event Plan by the Owner Parties, or a failure of the Parties to agree to the Event Plan, including the Permanent Premises Modifications, MHP shall have the option to terminate this Agreement immediately upon notice to the Owner Parties. The Owner Parties reserve the right to conduct other permitting, licensing, or public approval processes ordinarily and customarily conducted in connection with large venue outdoor festivals on municipal land provided that all such matters shall be considered final as of the date of the Final Approval and any cost associated with such permitting, licensing or public approval shall be set forth in the Event Plan. Article Three – Payments and Considerations Section 3.01 Base Fee, Daily Rate and Variable Charge For the lease and use of the Premises as provided in this Agreement, MHP will pay to the City a daily rate of Five Hundred Dollars ($500.00) (the “Daily Fee”) for each day of the Premises Occupation Period. The total fee payable by MHP shall be based on the Daily Fee multiplied by the Premises Occupation Period (“Base Fee”) a reasonable estimate for which shall be set forth in the Event Plan and will be paid to the City in advance of the Event and no later than 20 days after Final Approval. MHP reserves the right to increase the number of days of the Premises Occupation Period from 20 by up to 15 days, in accordance with the provisions of Section 3.03, provided that the Premises Occupation Period may not be extended by MHP under this Section beyond September 4, 2015. The fee for any premises occupation greater than 35 days or for each day after September 4, 2015, as the case may be, will be calculated as provided in Section 3.03. MHP will further pay the sum of $1.00 for each Event ticket sold to the City (the “Variable Charge), which shall be contributed by the City to an IRS 501(c)(3) selected at the discretion of the City and approved by members of the headlining band and their management. Section 3.02 Pedestrian Bridge The Parties agree that as additional consideration material to inducing the City to enter into this Agreement, MHP will contribute up to $40,000 to the City for the construction of a pedestrian bridge and trail for use by attendees at the Event (“MHP Bridge Contribution”) which shall extend over the South Arkansas River, also known as the Little Arkansas River, adjoining the Vandaveer Property with the City to the north of the Vandaveer Property. The MHP Bridge Contribution may include design, engineering and permitting costs for the bridge and trail design and bidding in addition to the actual construction of the project including site preparation, trail construction from Hwy 50 to the crossing, abutments and any other construction as necessary to complete the project. MHP agrees to assist with the contracting for design, engineering, permitting and preparation of bid documents and that associated costs will be deducted from the MHP Bridge Contribution. The City agrees to take the project out to bid, award the contract, oversee construction of the project and pay project expenses in excess of $40,000. Both MHP and the City shall mutually agree to the design prior to award of the bid. Both Parties agree that they will work together to have the project out to bid by April 13, 2015. The City may decline to continue with the pedestrian bridge project at any time prior to the award of bids and in such case MHP will not be responsible for paying the MHP Bridge Contribution. The bid for construction of the project should be awarded no later than June 2, 2015 to ensure completion prior to the festival. Section 3.03 Holdover No failure to release the Premises to the Owner Parties at the expiration of the Premises Occupation Period and as provided in this Agreement will result in a renewal or extension of the Premises Occupation Period or the Term, except for reasons caused by a Force Majeure or the Owner Parties default. MHP will have the option to extend the Premises Occupation Period by no more than 15 days by providing written notice to the Owner Parties before the expiration of the Premises Occupation Period. The charge for an extension within the 15-day limit will be the product of the number of days extended and the Daily Rate, as provided in Section 2.02 above. If MHP fails or refuses to return the Premises upon expiration of the Premises Occupation Period, except for reasons caused by a Force Majeure or the Owner Parties default, the Owner Parties reserve the right to claim additional compensation in the amount of 1.5 times the Daily Rate. Further, any equipment or material left upon expiration of the Premises Occupation Period, except for reasons caused by a Force Majeure or the Owner Parties default, will become property of the City and may be removed and disposed of at City’s discretion. In such a circumstance, all costs of removal and/or disposition incurred by the Owner Parties shall be added to the City’s clean-up costs and billed to MHP following the Event. Notwithstanding the foregoing, the Owner Parties shall notify MHP of any equipment or articles inadvertently left at the Premises by MHP and provide MHP with a reasonable opportunity to remove same prior to removal or disposal by the Owner Parties. In the event of a force majeure, the Owner Parties will extend the Premises Occupation Period and the Term as may be reasonably necessary under the circumstances to enable MHP to comply with its obligations upon surrender of the premises upon expiration of the Premises Occupation Period and the Term. Section 3.04 Security Deposit MHP agrees to deliver to the City, as a security deposit, the greater of (a) the sum of $10,000.00 or (b) the good faith estimate set forth in the Event Plan of the cost of reseeding the Vandaveer Property, which the Event Plan must specifically address using the opinion or estimate of a qualified professional, skilled to render such an opinion. The security deposit may be applied to pay any amounts due and owing to the City under this Agreement 90 calendar days after the expiration of the Premises Occupation Period or to secure the performance of MHP of any other non-monetary obligation to the Owner Parties. If there are no amounts due and owing to the Owner Parties and MHP is otherwise current on all other obligations to the Owner Parties under this Agreement, the City will return any remaining security deposit funds at settlement, which final settlement will occur no later than the later of 30 days after (i) the Event or (ii) the date at which all other amounts due and owing to the City from MHP and all obligations of MHP under this Agreement under other provisions of this Agreement are paid or performed. Section 3.05 Condition of the Premises; Restoration MHP has not inspected the Premises but is satisfied with the Owner Parties representation that the Premises are safe and suitable for the Event in its present condition on the commencement of the Term, with the exception of any modifications to or improvements constructed upon the Premises, including Permanent Premises Modifications. MHP shall keep and maintain the Premises in good, sound condition, order and repair; and shall undertake, at MHP’s cost and expense, all such repairs necessary to return the Premises, at the expiration of the Term, in the same condition as existed at the commencement of the Term, or better, normal wear and tear excepted (“returnable condition”). In particular, MHP agrees to ensure that the Tenassee Ditch, which runs through or adjacent to the Premises, will be not be disturbed and will be fenced to prevent public access or damage during the Event. The Parties agree that a thorough walk-through of the Premises will be conducted upon expiration of the Premises Occupation Period. All Parties will be entitled to participate in this walk-through. Within 21 calendar days of the walk-through, the City will deliver to MHP an itemized description of the work needed to restore the property to returnable condition. MHP will have the initial right to undertake restoration work during the period ending 60 days after expiration of the Premises Occupation Period. Prior to undertaking any repair work, MHP will submit a description of the work, an estimate of the cost, and other relevant details, for review and approval by the Owner Parties, which approval must be timely reviewed and may not be unreasonably withheld. The work shall be completed by MHP, at its own cost and expense, to the Owner Parties’ reasonable satisfaction, with 60 calendar days after expiration of the Premises Occupation Period. If MHP fails to restore the property to returnable condition within this time period, the City will provide notice to MHP of its determination that the property is not in returnable condition and a description of the work that the City has determined remains to be completed and provide MHP the opportunity to remedy the restoration. If after thirty days MHP has not completed such restoration, the City may undertake the restoration work and provide MHP with a detailed invoice, which invoice shall be due and payable, in full, to the City, within thirty days after delivery of the invoice. Available security deposit funds may be applied to pay for restoration work undertaken by the City. Section 3.06 Estimated Service Charges It is anticipated that the City will provide certain services in connection with the Event, including, but not limited to, police, fire and other emergency services, City inspections and code enforcement. The City will also seek to hire a temporary or contract employee in advance of the festival to assist with coordinating with MHP and helping the community prepare for the Event. MHP will contribute to the cost of these services in accordance with Exhibit B (the “Services Charge”) as mutually agreed upon. The Parties estimated Service Charge is $63,420.00, as described more fully in Exhibit B, which is attached to and incorporated. MHP will deposit with the City this estimated Service Charge no later than June 15, 2015. If the final Service Charges exceeds the estimated Service Charge paid to the City, or vice versa, an itemized description in the form set forth on Exhibit B will be delivered by the City to MHP within 10 business days after expiration of the Premises Occupation Period. The final Service Charge shall not be in excess of 10% greater than the estimated Service Change unless agreed to in writing by MHP in advance of the Event. Additional payment from MHP or a refund from the City must be paid within thirty days of demand and no later than 60 days after expiration of the Premises Occupation Period, provided that there are no amounts are due and owing to the City from MHP or other obligations of MHP under other provisions of this Agreement. Article Four – Conditions of Use of and Access to the Premises MHP will have use of the Premises during the Premises Occupation Period, subject to its compliance with the provisions of this Article. In addition, the City will permit MHP access to the premises prior to the Premises Occupation Period to perform or facilitate any deliverable of MHP as further addressed under Section 2.03 above or any Event Plan, license, or permit issued by the City or other governmental entity with jurisdiction over the Event or activities associated with the Event. Section 4.01 Sidewalks, paths, and roads During the Event, pedestrian and wheelchair access within the Premises must be and remain clear at all times. The adequacy of all pedestrian, bicycle and vehicular ingress and egress to, from, and on the Premises must be approved by the City’s Public Works Director and Fire Chief. MHP shall make reasonable efforts to encourage safe, adequate transportation options for pedestrians and bicycles from the festival to Downtown Salida during the Event. Such measures shall include, at a minimum regular bus service from the festival to Downtown Salida and controlled, non-motorized access to allow pedestrian crossing of Highway 50 at designated area(s). Downtown Salida shall mean within 3 blocks of the intersection of F Street and S.H. 291/1st Street. Section 4.02 Tents and Temporary Structures All tents located on the Premises will be anchored by use of weights, such as sand bags and jersey barriers, and shall be approved by the Chaffee County Building Official. No concrete foundations or permanent fixtures or alterations may be installed or made without the approval of the City. Tents may be subject to the City’s Fire Code and Building Code. Section 4.03 Alcoholic Beverages A beverage services area for sales of alcoholic beverages will be permitted at the Premises, subject to any applicable license application, permit, or other public approvals. MHP or its concessionaire shall use commercially reasonable efforts to ensure that identification is checked and verified and must provide wrist bands to individuals for access to beverage services areas. MHP staff shall secure the Premises to prohibit the removal of alcoholic beverages from the permitted area. Section 4.04 Camping and Parking The Owner Parties acknowledge that MHP intends to utilize the Premises, in connection with the Event, as campground with unimproved or tent camping sites. In addition to camping, the campground portion of the Premises, hereinafter the “Campground,” will contain parking, portable restroom and shower facilities, concessions, and support facilities. The Owner Parties acknowledge that MHP intends to utilize the premises for parking, food, crafts and exhibit areas. Section 4.05 Event Logistics Event activities will occur on the Premises and in the City’s downtown areas. Colorado State Highway 50, which is subject to the jurisdiction of certain Colorado State governmental authorities, bisects the Premises and runs between the Premises and the City’s downtown areas. Accordingly, MHP agrees to obtain all necessary permits, licenses, and approvals and to coordinate with the governmental authorities with jurisdiction over Highway 50 necessary to safely and efficiently conduct the Event. MHP agrees to make plans and accommodations likely to encourage the safe ingress and egress to and from the Event and travel between and among various Event sites, including between and among the parking, camping, and festival areas within the premises and connecting those areas with the City’s downtown areas. MHP agrees to run at its own cost and expense, busses or other automotive transit between the Vandaveer Property and the Downtown Property as mutually agreed by the parties in light of the Event schedule. MHP acknowledges that certain members of the community and those travelling on Highway 50 will not participate or directly benefit from the Event. To that effect, MHP, in preparing its Event Plan, will make reasonable efforts to minimize disruption to those participating in the event. In particular, MHP will use reasonable efforts to assist with facilities to enhance cellular and broadband services during the event so that the City community will not experience diminished qualify of existing information services. Section 4.06 Restroom Facilities and Waste Disposal MHP must provide portable toilets, including disabled accessible toilets, hand washing stations and portable holding tanks sufficient to accommodate the maximum number of attendance, for the duration of the Event and the nature of food and other services to be made available at the event. MHP must comply with public health, sewage treatment, solid and liquid waste disposal provisions of the City, Chaffee County, and State of Colorado. Section 4.07 Sustainable Waste Disposal MHP will provide or retain facilities and services for sustainable waste disposal, including facilities for the recycling of metals and plastics and composting of compostable waste. It will further require from its food vendors that they use compostable or recyclable plates, utensils, and cups. This is a material consideration intended to, among other things, reduce impact on the local landfill. Section 4.08 Amplified Sound Any and all public announcement and other speakers or amplifiers used to amplify music or other sound shall be maintained at a decibel level not to exceed 105 dBA at the mix position (approximately 105 feet from the stage). Speakers for the Event shall be placed and configured by MHP, its contractor and the City to focus volume on the Premises and its immediate environment. MHP and the City expressly agree that all amplified performance will cease no later than 11 p.m. on August 21 and 22 and to abide by the decibel level limitations under this Agreement, the City’s municipal code, and any public permitting relating to the Event. Section 4.09 Utility Connections The Parties acknowledge that the Premises is not currently served by sufficient utilities connections to conduct the Event. Arrangements for such utility connections will be the responsibility of MHP, who must abide by all municipal, county, or other governmental approvals, licensing, or permitting processes. Section 4.10 Event Capacity Public admission to the Ticketed Music Area shall be limited to one person per 10 square feet. MHP shall ensure compliance through the use of appropriate means which will provide an accurate accounting of all persons entering the Ticketed Music Area. Section 4.11 Security and Life Safety Personnel MHP must supply security and life safety personnel at the level required by an evaluation prepared by the City and its Police & Fire Chiefs. The City Administrator, with the approval of MHP, reserves the right at any time to increase the personnel and resources to be contributed by the City (i.e., police, firefighters and firefighter/EMT personnel) deemed necessary to protect public safety. MHP agrees to pay for the reasonable cost of any such necessary additional resources agreed to by MHP at the City’s applicable rates. In particular, MHP shall provide an adequately sized climate controlled tent to be used exclusively for basic emergency and triage clinic to treat conditions such as dehydration and intoxication and to provide basic first aid services. The clinic shall be staffed by personnel from Heart of the Rockies Regional Medical Center. The cost of the clinic will be paid by MHP in accordance with a budget provided by the City and approved by MHP in advance of the Event. Section 4.12 Fireworks and Open Flames MHP shall not, without permit, stage or promote any act or performance which involves the use of pyrotechnics, explosives or displays of open flames, or fire arms. Section 4.13 Auto and Pedestrian Traffic; ADA Compliance MHP agrees to maintain all exits at all times and to ensure that any item or other impediment be moved from an exit per request of the City or SNRCDC. MHP shall not render nor allow any of its exhibitors, contractors, agents, invitees or other persons it permits on the Premises to render the Premises or any part thereof inaccessible to disabled persons. MHP shall pay and save the Owner Parties harmless from any and all damages, loss or liability of any kind whatsoever resulting from its actions or those of its exhibitors, contractors or agents it permits on the Premises, in rendering the Premises, or any part thereof, inaccessible to disabled persons, except where such damage, loss or liability arises out of the negligent acts or omissions of an Owner Party. The Parties agree that the Event will comply in all material respects to the Americans with Disabilities Act of 1990. City staff, with proper credentials, reserves the right to enter all areas of the Premises at any time for any reason or no reason at all. Notwithstanding the foregoing, MHP shall maintain reasonable control of all stage and dressing room access, unless safety becomes an issue. The Parties understand that MHP will be requesting that certain County roadways be closed or have limited access during the event. The conditions of such closures will be subject to Chaffee County approval as further contemplated by Section 4.15, below and approval will not be unreasonably withheld. MHP agrees that it will work with Chaffee County to comply with County codes applicable to any roadways constructed by MHP. Section 4.14 City to Retain its Police Powers With proper advance notice to MHP and sufficient time provided to MHP to remedy incidents and issues (which notice and opportunity to remediate will not apply in the case of an emergency), the City reserves the right to close the Event to the public, including to ticket holders, at any time to protect public safety to address overcrowding in exits or entrances or to address attendance counts in excess of the total number of attendees authorized prior to the Event. For the purposes of this paragraph, “attendees” shall mean all ticket holders, security staff, police officers, fire safety personnel, life safety personnel, performers, vendors, solid waste personnel and any other persons located inside the perimeter of the Premises. Section 4.15 Chaffee County Permitting Requirements MHP acknowledges that because of the impact of the event on Chaffee County roads and services, the Event is contingent upon MHP obtaining a special event permit from Chaffee County, Colorado. Accordingly, MHP will promptly apply for a special event permit from Chaffee County (the “County Permit”) (the County Permit application should include the Event Plan) and MHP understands that such application must be in compliance with all standards of operation contained in Section 4.2.7 of the Chaffee County Land Use Code. Provided a County Permit is granted, MHP understands that the issuance of such County Permit is subject to certain bonding requirements and other financial guarantees that may be made a condition of the County Permit, including deposits for traffic, parking and crowd control, environmental health, emergency management and EMS personnel. Given the projected size of the event, MHP acknowledges that such financial guarantees and deposits may include amounts necessary for mutual aid with other agencies. Currently, Chaffee County is estimating such deposits to be in excess of $50,000.00 (such amount may be higher or lower, depending on Chaffee County’s evaluation of the permit application). Such amounts are in addition to the amounts designated by the City set forth in Article Three of this Facilities Use Agreement. If granted, the County Permit may contain additional costs and conditions not contained in this Agreement. In no event shall this section be interpreted to be advance approval of any County Permit application. If MHP determines in its sole discretion that the costs associated with a County Permit make it undesirable to put on the Event, MHP may terminate this Agreement immediately on notice to the Owner Parties. Section 4.16 Responsibility to Prepare the Premises Neither Owner Party has any responsibility for the Premises site preparation, modification, setup, removal or security of Event equipment at any time. MHP will be responsible for removal of all equipment and for site cleanup at the end of the Event. Section 4.17 Limitation on the Sale or Consumption of Alcoholic Beverages The time for the sale and consumption of alcoholic beverages shall begin no earlier than the time the Event starts and shall end no later than thirty minutes prior to the end of the Event on Friday, August 21, 2015 and on Saturday, August 22, 2015. Section 4.18 Nondiscrimination No person shall be denied admission to the Event on the basis of race, color, creed, national origin, sex, disability or sexual orientation. Section 4.19 Fire and Safety Codes MHP agrees to comply with all applicable federal, state, county and local laws in its use of the Premises, including but not limited to, all applicable fire and life safety codes. MHP agrees to consult with City’s Fire Chief prior to any operations under this Agreement to determine fire safety requirements. Section 4.20 City’s Access to the Event MHP shall provide no fewer than 50 complimentary Event tickets and a certain number of all access Event passes as mutually agreed upon in advance to the Owner Parties. MHP shall provide to the City statistics and records, including basic Event financial information, sufficient for the City to prepare an economic impact and other studies relating to the event. MHP shall provide, at no cost to the City, a prime 20’ by 20’ Event branded tent within the vender area of the Premises for the City to setup and staff an informational display from the Salida Chamber of Commerce or the Chafee County Visitor’s Bureau, or both of them. Section 4.21 Licenses and Permits MHP must obtain and maintain at its own cost and expense all licenses and permits, including, including but not limited to, licenses and permits from the City, Chaffee County, and the State of Colorado related to for the sale and consumption of alcoholic beverages, licenses necessary and required for the safe conduct of the Event activities by MHP or its vendors on the Premises, road permits, environmental permits and inspections, and emergency medical services. MHP shall at its own cost and expense, obtain all permits necessary or related to the safe control of traffic on Highway 50 during the Term and during the Event. Section 4.22 Vendor Compliance MHP shall endeavor to cause all vendors at the Event to have complied with appropriate license requirements, including sales tax, food service, sale of alcohol and concert licenses. In particular, all vendors that have cooking equipment will be required to pass a fire inspection. Article Five – Insurance and Indemnification Section 5.01 (a) Insurance Commercial general liability insurance MHP shall procure and maintain commercial general liability insurance, contractual insurance, for MHP’s negligent acts or omissions during the time that the parties have rights under this Agreement against liability for claims arising out of its negligent acts or omissions in the use of the Premises, including $1,000,000.00 combined single limit commercial general liability, including contractual liability, and $5,000,000.00 aggregate liability. MHP shall endeavor to cause establishments and vendors providing sales, service and consumption of alcoholic beverages toprovide liquor liability insurance naming the City and the SNRCDC as Additional Insured with respect to the negligent acts or omissions of said establishments and vendors. A copy of the certificates of insurance shall be provided to City. The City and the SNRCDC shall be named as an Additional Insured in all such policies with respect to these policies of insurance.. (b) Workers compensation insurance MHP will provide evidence of Workers’ Compensation Insurance to the extent required by Colorado law covering any MHP employees working on any of the Premises. (c) Proof of insurance MHP will furnish certificates of insurance and photocopies of related endorsements or riders indicating that it has provided the coverage required under this Agreement prior to the start of the Premises Occupation Period. The Owner Parties may refuse to rent the Premises and cancel the Event if MHP does not purchase the required insurance or if the certificates of insurance with riders or endorsements are not timely received. (d) General insurance requirements All policies of insurance required by this Agreement must - Provide that they may not be canceled without thirty days prior written notice to the Owner Parties; - Be obtained from insurers licensed to do business in the State of Colorado and acceptable to the Owner Parties. Such acceptance shall not be unreasonably withheld; and - With respect to the Owner Parties, shall be primary and noncontributory. Additionally, if MHP provides the insurance required herein by means of a “claims made,” rather than an “occurrence” policy, the insurer shall provide the City and SNRCDC with the retroactive date of the policy, which may not be later than the first day MHP commences use of the Premises, as well as an “extended reporting period endorsement” or “tail coverage” endorsement which must extend the time within which claims may be submitted to a period ending four years from the last date of use of the Premises by MHP. (e) Contractors, suppliers, and vendors MHP shall use commercially reasonable efforts to cause its subcontractors to provide general liability insurance in an amount of not less than $1,000,000.00 combined single limit for bodily injury and $400,000.00 property damage per incident, naming the Owner Parties as an additional insured with respect to the vendor or subcontractors’ negligent acts or omissions and workers’ compensation insurance. Section 5.02 Indemnification To the fullest extent permitted by law, MHP must defend, indemnify and hold harmless the City, the SNRCDC, and their officers, employees, agents, and attorneys from and against (i) any and all claims, damages, penalties, losses, expenses or judgments arising from injury or death to any person, property or environmental damage arising from any negligent or intentional act or omission of MHP, its officers, agents, servants or employees, except to the extent that such injury, death, property or environmental damage results from the negligent or intentional acts or omissions of the City, the SNRCDC, or their officers, agents, contractors, subcontractors and employees and (ii) with respect to any matter for which the City or the SNRCDC would have an enforceable claim under insurance naming the City or the SNRCDC as an additional insured that MHP is required, but failed, to obtain. To the fullest extent of the law, the City and SNRCDC shall defend, indemnify and hold harmless MHP, and its officers, employees, agents, and attorneys from and against (i) any and all claims, damages, penalties, losses, expenses or judgments arising from injury or death to any person, property or environmental damage arising from any negligent or intentional act or omission of City or SNRCDC, its officers, agents, servants or employees, except to the extent that such injury, death, property or environmental damage results from the negligent or intentional acts or omissions of MHP or its officers, agents, contractors, subcontractors and employees and (ii) with respect to any matter for which MHP would have an enforceable claim under insurance naming the City or SNRCDC as an additional insured that City or SNRCDC is required, but failed, to obtain. This Indemnification provision shall survive the expiration or termination of this Agreement. Section 5.03 Governmental Immunity Nothing in this Agreement may be construed to waive, limit, or otherwise modify any governmental immunity that may be available to the State of Colorado, the City, its city council and its officers, employees, agents and representatives, and the SNRCDC and its officers, employees, agents and representatives under the Colorado Governmental Immunity Act, Colorado Revised Statutes § 24-10-101, et seq. Article Six – General Provisions Section 6.01 Force Majeure The Parties will not be liable to one another for any failure to perform under this Agreement if failure is due to any force majeure, including acts of God, natural disaster, terrorism, rebellion, insurrection, war, military action, death or illness of any artist or member of artist, disaster, strikes or threats of strikes, civil disorder, curtailment of transportation facilities, or any other emergency making it inadvisable, illegal or impossible to provide the Venue or to hold the Event, or any governmental regulation or other government action or inaction including the failure of the state, City, county or other municipal body to grant approval to MHP for any aspect of the Event Plan, any license, permit, or other approval required for MHP to hold the Event including the County Permit, any liquor permit or license, or any other permit, license or approval for which the failure to obtain makes it undesirable to hold the Event in the sole discretion of MHP, or an event, act, or incident otherwise beyond the Parties’ reasonable anticipation or control. Section 6.02 Other Financial Obligations MHP shall be responsible for payment of any State or Federal taxes or any other governmental assessment which may be made in connection with the Event. MHP acknowledges and agrees that it will be solely responsible for all royalties related to music licenses resulting from the Event. MHP warrants to the City that such royalties or charges have been paid or will be paid promptly in accordance with law. MHP further agrees to hold the Owner Parties harmless and indemnify it for all its costs or losses, just or unjust, including attorney’s fees in defense of claims, relating to payment of any royalty, charge or fee for the use of material by MHP during the Event. Section 6.03 Termination Either party may terminate this Agreement with prior notice to under the following conditions: - A good faith determination that the other Party has failed to comply with any of the material terms or conditions of this Agreement which such failure has not been remedied within thirty (30) days from the date notice is received. Section 6.04 Termination by MHP MHP may terminate this Agreement by written notice delivered no later than June 15, 2015. If MHP terminates this Agreement for reasons other than a Force Majeure, the Owner Party's default, or other specific right to terminate otherwise provided in the Agreement, the City shall retain or collect from MHP 25% of the Base Fee (“Termination Fee”). Except for the Termination Fee where such is due and payable to the Owner Parties, all sums paid by MHP to the Owner Parties, including any Security Deposit and any money contributed pursuant to Section 3.02, shall be refunded no later than ten (10) days from the date of Termination. Section 6.05 Amendment Purported amendments, extension, or modifications to this Agreement will be enforceable only if and to the extent it is memorialized in a writing signed by a duly authorized agent of the party against whom enforcement is sought. Section 6.05 Waiver The failure of an Owner Party to insist upon a strict performance of any of the terms and conditions hereof shall be deemed a waiver of the rights or remedies that it may have regarding that specific instance only and shall not be deemed to be a waiver of any subsequent breach or default in any terms and conditions. Section 6.06 Headings of Articles, Sections, and Subsections The headings of Articles, Sections, and subsections used within this Agreement are included solely for the convenience and reference of the reader. They have no significance in the interpretation or construction of this Agreement. Section 6.07 Assignment MHP may not assign any right granted by this Agreement, except to a parent or affiliate company under common control, without the prior written consent of the City Administrator provided, however, that MHP may engage subcontractors or hire individuals to perform services or provide supplies related to the Event. Section 6.09 Attorney’s Fees Should this Agreement become the subject of litigation between the City and MHP, the prevailing party shall be entitled to recovery of all reasonable actual costs in connection therewith, including but not limited to reasonable attorneys’ fees and expert witness fees as determined by the Court. All rights concerning remedies and/or attorneys’ fees shall survive any termination of this Agreement. Section 6.08 Choice of Law; Venue This Agreement shall be interpreted according to the laws of the State of Colorado, and venue for any action regarding this Agreement shall lie in the District Court located in Chaffee County, Colorado. The parties waiving their right to trial by jury, waiving any right to appeal, and with the decision of the trial court being final and binding. Section 6.09 No Rights Acquired No rights will be acquired under this Agreement until the following have been provided to City in forms acceptable to it: (a) An original of this Agreement executed by MHP. (b) Certificates of insurance and proof of security deposits. (c) Proof of payment of all fees which are required to be paid in advance. Section 6.10 Entire Agreement This Agreement and its Exhibits constitute an entire and integrated agreement and supersede all the terms and conditions of any prior agreement, negotiations or representations, written or oral, between the parties. This Agreement may not be modified, except in writing, signed by the parties. The Parties agree and represent that each party has had an opportunity to review this Agreement and otherwise obtain independent representation with respect to the review and negotiation of this Agreement. Accordingly, the Parties waive any presumption or inference under law in favor or for the benefit of a non-drafting. Section 6.11 Effective Date The Effective Date of this Agreement is the date the Agreement is executed by the last party to do so. Section 6.12 Exceptions to Termination The terms and provisions contained in this Agreement that by their sense and context are intended to survive the performance or termination of this Agreement will survive the completion of performance and termination of this Agreement, including without limitation the making of any and all payments due hereunder; any provision of this Agreement pertaining to insurance, indemnification, compensation, governing law and venue, and warranties and representations. Section 6.13 Tabor Savings Clause If and to the extent this Agreement constitutes a multiple fiscal year debt or financial obligation of the City, it will be subject to annual appropriation pursuant to the legal authority governing each of the Parties and pursuant to Article X, Section 20 of the Colorado Constitution. The Parties will have no obligation to continue the portions of this Agreement affected by this provision in any fiscal year in which no such appropriation is made. Signature page follows immediately IN WITNESS WEREOF, the parties have caused this Agreement to be executed by their duly authorized officers, and their corporate seals to be hereunto fixed this ___ day of ____________, 20__. City of Salida, Colorado By: ________________________________ Jim Dickson, its Mayor ATTEST: ____________________________ Christian Samora, its Deputy City Clerk Salida Natural Resource Center Development Corp By: Keith Baker, its President ATTEST: Dara MacDonald, its Secretary Madison House Presents, LLC By: ____________________________________ Name: ____________________________________ Title: ____________________________________ HWY 291 HWY 50 Exhibit A -- Vandaveer Ranch µ Base parcel information provided by the Chaffee County Assessor. This map is not intended to be used for survey purposes or to supersede information provided by licensed surveyors. Exhibit B to Facilities Use Agreement Service Charges This document is an exhibit incorporated into the Facilities Use Agreement dated ____________ (the “Agreement”). Reference is made to the Agreement for additional terms and provisions including the meaning of terms capitalized in this Document. Reimbursable expenditures of the City in accordance with Section 3.05 of the Agreement The Parties agree that the City will provide certain services and supplemental staffing in advance of and during the Event to support the basic functions of the City, as follows: Item: Unit/Hours Rate Budget City Event Coordinator 400* 25.00 10,000.00 *Total hours not to exceed 400 without prior written approval from MHP. Any hours in excess of 400 without the prior written approval of MHP shall be the sole cost of the City. Fire Captain 24 33.00 792.00 Sr. Firefighter 24 26.00 624.00 Firefighter 24 21.00 504.00 Res. FF at event 24 19.00 456.00 Res. FF on shift 96 10.00 960.00 Engine 11 at event 54 71.00 3,834.00 Total for Fire 7,170.00 Police 30 Additional Officers 990 40.00 39,600.00 Lodging for added Police 61 109.00 6,650.00 Total for Police 46,250.00 Total Estimated Reimbursable Expenditures 63,420.00 _____________________CITY COUNCIL AGENDA ITEM_____________________ MEETING DATE: February 3, 2015 AGENDA ITEM TITLE: Consideration of Repeal of Property Management and Financial Services Agreement with the SNRCDC PRESENTED BY: Dara MacDonald, City Administrator AGENDA SECTION: Scheduled Items REQUEST: The request is to eliminate the property management agreement between the City of Salida and the Salida Natural Resources Center Development Corporation to oversee management and operations of the U.S. Forest Service (“USFS”) facility. BACKGROUND REVIEW: During the regular Council meeting on January 20th Council member Hallett proposed that the Council consider termination of the property management agreement between the City and the NRCDC. The Council voted to consider the proposal on their February 3rd agenda. The Council approved the property maintenance agreement in March of 2013 with Resolution 2013-20. As discussed during development of the City’s 2013 budget, the Buildings & Grounds Supervisor is expected to manage maintenance and operations of the USFS facility. For that service the City receives the $12,000 designated for “Management” in the NRCDC budget. This amount is set to increase annually by 1%. The City took on the building in a property maintenance role such that all bills and expenses for the facility are handled by the City. The $12,000 is a set fee (increasing 1% annually) and other costs such as utilities, cleaning services, supplies, etc. are invoiced to the SNRCDC monthly. A copy of a typical monthly report of transactions to the NRCDC is attached for reference as is the current agreement. Since this property will revert to the City once all debt has been repaid, this arrangement allows the City to maintain close oversight of the facility to ensure it is kept in good working order. Councilmember Hallett stated in her request that the Council consider this agenda item that it would, “bring much needed time to the Salida staff and transparency to the public”. In response to previous comments by staff that detailed time tracking of staff hours would take added time and that other City work would suffer if staff were directed to provide such detailed tracking, Hallett stated she had, “found roughly 300 hours of staff time that could be utilized to compile the necessary detailed reports”. I sent an email to Councilmember Hallett on January 21st requesting the information she had referred to about where savings could be realized in the amount of 300 hours. Councilmember Hallett responded that, “Since Jan had concerns about the staff being taxed to their limits for projects and time, I looked at the $12,000 maintenance agreement with the NRCDC and took a number of $40 per hour and divided it into this amount and came up with 300 hours”. ACTION: A Council person should make a motion “to approve Resolution 2015-14, a resolution of the City Council of the City of Salida, Colorado, terminating the property maintenance agreement with the SNRCDC.” Followed by a second and then voice vote. CITY OF SALIDA, COLORADO RESOLUTION NO. __ (Series of 2015) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SALIDA, COLORADO, TERMINATING THE PROPERTY MANAGEMENT AND FINANCIAL SERVICES AGREEMENT WITH THE SALIDA NATURAL RESOURCE CENTER DEVELOPMENT CORPORATION WHEREAS, the City and the Salida Natural Resource Center Development Corporation (“SNRCDC”) entered into a Property Management and Financial Services Agreement (“Agreement”) following City Council approval of Resolution 2013-20 on March 19, 2013; and WHEREAS, the City no longer desires to provide certain financial and property management services pursuant to the terms and conditions provided for in that Agreement; and WHEREAS, the City Council finds it to be in the best interest of the City to terminate the Agreement. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SALIDA, COLORADO THAT: 1. The Salida City Council incorporates the foregoing recitals as its conclusions, facts, determinations, and findings. 2. The City Council approves termination of the Agreement and authorizes the City Administrator to take such steps as may be necessary to effectuate termination of the Agreement. RESOLVED, APPROVED and ADOPTED this 3rd day of February, 2015. CITY OF SALIDA, COLORADO By [SEAL] ATTEST: ____________________________ City Clerk/Deputy City Clerk ___________________________ Mayor
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