HomeMy WebLinkAbout2000 Ordinance No. 067•
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ORDINANCE NO . 6z..2
SERIES OF 2000
BY AUTHORITY
COUNC!ijL LL NO . 70
INTRODU D ~JI,
MEMBE -~~4~d,JJIL4l,J.---~L-
AN ORDINANCE AUTHORIZING AN INTERGOVERNMENTAL AGREEMENT
BETWEEN THE ENGLEWOOD ENVIRONMENTAt!'FOUNDATION, INC., THE
REGIONAL TRANSPORTATION DISTRICT AND THE CITY OF ENGLEWOOD,
COLORADO ENTITLED "COMMON AREA MAINTENANCE AGREEMENT.
WHEREAS , Ordinance No. 1, Series of 1996/1997 was pasaed by ~Eng)ewOQCI
City Council authorizing an !GA entitled "City of Englewood Project Agreement with .;_
RTD for Transit Facilitie s and Parking Spaces to be Incorporated into the
Redevelopment of Commercial Real Estate Near Hampden and Santa Fe (Preoently
Referred to aa Cinderella City)"; and
WHEREAS , the paaaage of Ordinance No. 42, Series of 1999, by the Englewood
City Council authorizing an "Amendment" to the !GA with RTD for the construction
and funding of the transit facilities and parking spaces at CityCenter Englewood; and
WHEREAS, the passage of C. 8 . 67 , Series of 2000, by the Englewood City Council
authorized a Second Amendment to the !GA for Englewood CityCenter Between the
City and RTD ;
WHEREAS, the passage of this proposed Ordinance will authorize a "Co!!'mon
Area Maintenance Agreement" between RTD, EEF and the City of Englewood;
NOW, THEREFORE . BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
ENGLEWOOD, COLORADO , AS FOLLOWS :
~ The "Comm on Area Maintenance Agreement" between the Englewood
Environmental Foundation, Inc .. the Regional Transportation District and the City of
Englewood attached hereto as "Exhibit A", is here by accepted and approved by the
Englewood City Cou nc il.
~-The Mayor is authorized to execute and the City Clerk to attest and
seal the .. Common Are a Maint enance Agreement" for and on behalf of the City of
Englewood, Col orado.
Introduced, read in full . and pa ssed on lin,t reading on the 21st day of August,
2000 .
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Published as a Bill for an Ordinance on the 25th day of August, 2000.
Read by title and pasaed on final redding on the 5th day of September, 2000 .
Published by title as Ordi!iance No . !R:L, Series of 2000 , on the 8" day of
September, 2000 .
I, Loucriabia A. Ellis, City Clerk of the City of Englewood, Colorado, hereby oortify
that the above and foregoing is a true copy of the Ordinance pasaed on final reading
and published by title as Ordinance No. :u.::;._, Series of 2 .
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COMMON AREA MAINTENANCE AGREEMENT
(EEF/RTD)
TIDS COMMON AREA MAINTENANCE AGREEMENT ("RTD CAM'') is
made this _ day of May, 2000 by and between ENGLEWOOD ENVIRONMENTAL
FOUNDATION, INC., a Colorado non-profit corporation ("EEF'), whose address is 1000
Englewood Parkway, Englewood , CO 80110; and REGIONAL TRANSPORTATION
DISTRICT, a political subdivision of the State of Colorado (''RTD"), whose address is 1600
Blake Street, Denver, CO 80202 .
I. RECITALS
I.I RTD and the City of Englewood entered into an Inter-Govemmen1.al
Agreement (IGA) dated January 6, 1997 providing for the acquisition of a
transit easement by RTD for its Southwest Corridor Light Rail Transit Project
at the redeveloped Englewood CityCenter. Pursuant to Section 12 of the IGA
the partie s agreed 10 negotiate a joint use maintenance agreement for the
maintenanc e of the areas acquired for the project, as such areas were defined
in the IGA. A copy of that provision is set forth below:
SECTION TWELVE
MAINTENACE PROJECT
The partie s contemplate a joint use project, for which a joint use maintenance
agreement will be negotiated. The RTD will contribute to maimenance of the
Project during it s useful life , and shall maintain the l RT pas~enger platform
and the LRT traction power su bstation at its own cost. Maintenance will
include , but not be limited to , snow and ice removal, provision of sanding and
deicing agents as deemed necessary.
1.2 The City of Engle woo d ha s assigned its maintenance and certain other
responsibilities pursuant to the IGA to the Englewood Environmental
Foundation (EEF). RTD has agreed to contract for maintenance of the Project
areas . and cenain additional common areas, with EEF in fulfillment of the
ra!ties' obligations pursuant to Section 12 of the IGA for so long as an to the
extent that EEF assumes maintenance re sponsibilities .
1.3 EEF is redeveloping the property formerly known as the Cinderella City Site , •
and now known as Englewood CityCent•!r loca ted at Hampden Avenue and
Santa Fe Dri ve.
1.4 RTD ha s constru cted an exten sion of it s current light rail sy stem, referred to as
the Southwest Corridor Light Rail Tran sit Project , within the right-of-way
immediately adjacent to the west side of Englewood CityCenter, including a
station adjacent to Englewood CityCenter.
1.5 EEF is deve lopin g variou s facilitie s to serv ice th e light rail system and its
pas sen gers, inclu ding but not limited to a pede strian bridge providing
pedestrian acc ess fr om the li ght rail stati on to the facilitie s at Englewood
CityCenter. parki ng facilitie s for light rail pass engers and commuters, service
road s to provide access for RTD buses, allowin g bus passengers and light rail
passen gers to conn ect with one another, bus bays to allow the RTD buses to
pick up and drop off pas sengers in close proximity to the light rail station and
other ancillary and related facilities .
1.6 In connection with the de ve lopment of En glewood CityCenter, EEF entered
into a Common Area Maintenance Agre ement with Wal-Mart Real Estate
Business Trust dated No vember 24, 1999 and recorded in the records of the
Clerk and Recorder of Arapahoe County on November 24, 1999 at Reception •
No . 9186 624 ("M aster CAM Agreement ", a cc,py of which is attached hereto
as Elmil!iLA). The Master CAM Agreement provides that all of the Common
Areas of the Englewood CityCenter (as defined in the Master CAM
Agreement ) shall be maintained by EEF, as the Maintenance Director, unless
such Common Areas a., located solely on a Parcel owned by a private party.
The Common Areas to be ,c~i ntained by EEF include the facilitie s servicing
the light rail system and it s pas sengers.
1.7 Under the terms of para graph 5.d of the Mas ter CAM Agreem ent , the
Mainten anc e Direc tor is gi ve n the right to pro vid e maintenance for third
parties and fo r prop erty adj acent to Engl ewoo d CityCenter upon payment to
the Maint enan ce Director fo r the cost of such work .
1.8 EEF and RTD de sire to enter into this Agreement to provide that EEF will
maintain the Common Area s servicing or benefiting or enhancing the light rail
system. and RTD will reimburse EEF for th e cost of such maintenance on the
terms and condition s hereinafter provide d.
NOW, THEREFORE , in co nsid erat ion of the mutu al promi ses contained herein and
for other good and valu able considerati on, the receipt and sufficienc y of which arc hereby
ac knowledged, the partie s agre e as foll ows:
C'\WIHDOWS\l1JiQ"CAMlll ""' 2
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D. AGREEMENT
Definitions .
(a) "CAM Costs" shall have the same meaning as set forth in the Master
CAM Agreemenl.
(b) "Englewood CityCenter" shall mean the transit oriented development
located on the propeny described as Englewood CityCenter Filing No. I,
Arapahoe County, Colorado .
(c) "Hampden Station" shall mean the light rail station located at Hampden
Avenue and Santa Fe Drive, adjacent to the Englewood 1ityCenter.
(d) "Maintenance Director." The Maintenance Director shall be that person
designated in writing by the EEF along with the annual certification of
estimated costs for the following year.
2.2 Work 10 be Performed by the Maintenance Director.
The Maintenance Director shall maintain all wallcways, sidewalks, streets, bus
bays and the bridge (including all stairways ) from the RTD platfonn to
Englewood CityCenter. Such maintenance shall include, but not be limited to,
removal of all papers, debris , filth, refuse, ice and/or snow, and sweeping such
areas , maintaining all pav ed surfaces, including repairs , replacement and
resurfacing , as necessary, and maintaining all necessary lighting . EEF shall
also maintain the parking s1.11cture adjacent to the Hampden Station at the
southwest comer of Engiewood CityCenter, and the surface parking at the
northwest comer of Englewood CityCenter, portions of which par.king areas
are avail able for use by RTD passengers or conunuters . All such maintenance
shall be done in accordance with the standards set forth in the Master CAM
Agreemenl. RTD shall be responsible fo, all maintenance of !ht· platform
adjacent lo the Hampden Station, including cleaning, ice and/or snow removal,
sweeping, repair and replac ement , as neces sary. The standards for the
maintenance 10 be done by RTD on the plai: ,rm shall be at least equal to the
~1 andards of 1te maintenance done by the Maintenance Director for the
Common Areas of the Englewood CityCenter. At a minimum, the
Maintenance Director shall be responsible for all items contained in Se c ion 12
of the IGA for so long as this agreement is in effect. Failure of the
Maintenance Director to comply with the provisions of Sec.lion 12 shall not
relieve th e En glewood of it s obligations under the !GA.
2.3 (a) The CAM c.ists payable by RTD pursuant to this Agreement are for RTD's
share of common area maintenance co sts arrived at pursuant to tl.c fonnula
shown below and depicted on ~ attached . Any costs chargP.d to FTD
shall be bused on this formula which shall not be changed except in writi : ~ •
acknowledged by RTD, EEF and the City of Englewood .
(b) RTD shall pay to th~ Maintenance Director a sum equal to its percentage
share of the CAM costs as shown on Ellllil2iLI!, currently 27% of total CAM
costs per year. Within thirty (30) days prior to the commencement of each
calendar year, Maintenance Director shall provide RTD with an estimate of
RTD's share of the CAM costs for the following calendar year, and RTD shall
pay l/12'h of such estimated cost on the first day of each month during the
calendar year. On or before April 30 of the following year, the Maintenance
Director shall prepare an annual statement comparing budgeted and actual
expenses, ar:d an adjustment shall be made with any excess amounts to be
reimbursed and any shortfall to be paid, within thirty (30) days after invoicing.
Failure of the Maintenance Director to prep are a reconciliation on or before
June 30 of the year following which all estimated payments have been made
by RTD shall result in a suspension of payments until a reconciliation is
prepared . In the event that a reconciliation shows that RTD paid in excess of
its pro rata share of actual CAM costs , the excess shall reduce the following
months(s) bill until all excess payments for the prior year have reduced the
current year 's payments. In the event that reconciliation shows that RTD has
paid less than its pro rata share of actual CAM costs for the prior year, the
deficiency shall be amortized over the remaining bills for the current year and
a new invoice shall be ,ent to RTD showing the new monthly payment for the
remainder of the year.
All Estimates of Annual Costs and other Notices required under this
Agreement shall be sent by first class mail to the following persons:
ForEEF:
President,
Englewood Environmental
Foundation, Inc .
1000 Englewood Parkway
Englewood, CO 80110
2.4 Ikfiw.l!.
Forli.TD:
Director, Planning and Development
RTD
1600 Blake Street
Den\'e r, CO 80202
In the event of defaull by the Maintenance Director under this CAM
Agreement , RTD shall have the rights and remedies otherwise available to any
Person in accordance with the terms of paragrnph 7 of the Master CAM
Agreement.
Provided that RTD has budget,d, appropriated and authorized funds for
payment of annual CAM costs, in the event of non-payment of any monthly
payment by RTD, interest shall accrued on such non-payment at the rate of 1 %
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per mortlJl. No persoh(s) or entity other than tl\e City of Englewood and the
Maintenance Director shall have any rights against RTD for default Nothing
herein shall be construed to make BD'J P~•·Jon or party to lhe Master CAM
Agreement a third-party beneficia• J to lll is Agreement.
Nothing herein shall relie ve the City of Englewood or RTD of any < f their
obligations under the IGA except that the parties r !lly accept satisfaction of
those obligations by performance of this Agreement.
RTD shall have the right, upon not less than te ,1 (10) days' pri6r written notice
to the Maintenance Directo r, given withi n one year after the end of any
calendar year, to inspect the Maintenance Director's records for all CAM costs
incurred during such preceding calendar year, and shall otherwise have the
audit rights available to any Owner on the same terms and conditions as
provided in paragraph 6.c of the Master CAM Agreement. RTD's payment of
CAM Costs shall commence on the first day of the first calendar month
following commencement of light rail service to the public at th~ Hampden
Station . The amount of s1..:h payments for the remainder of calendar year
2000 shall be bas ed upon an estimate of CAM Costs agreed upon by EEF and
RTD no later than June 15 , 2000 .
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The Maintenance Director shall procure and maintain in full force and effect
throughout the term of this Agreell'·nt as a CAM Cost, insurance as required
under paragraph 8 of the Master f" ,M Agreement.
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Except as otherwise provided herein, thi s Agrer ment shall continue until the
occurrence of the earlier of the following evenls :
(a) Termination of light rail service at th e Ham1 den Station , or
(b) Termination of the Master CAM Agreement.
Upon termination of this Agreement, all rights and privileges derived from and
all duties and obligations created and imposed by the provisions of this
Agreement shall terminate and have no further force or effect ; provided,
however, that the termination of this Agreement shall not limit or affect any
remedy at law or in equit y that either party may have against the other with
re spect to an y liability or obligation arising or to be performed under this
Agreement prior to the dat e of such termination . In the ".vent of termination of
this Agreeme,1t for any reason other than termination of light rail service at
Hampden Station, nothing herein shall relieve the City ofEnglewood from
s
maintenance obligations pursuant to Section 12 of the IGA.
2. 7 Incorporation of Provisions of the Master CAM Amern•ai .
RTD is not a party to the Master CAM Agreement. The following provisions
of the Master CAM Agreement arc incorporated herein and shall serve as
supplemental provisions of this Agreement:
Section 3:
s~ction 4:
Section 5:
Section 6 '.c):
Section 7(c):
Maintenance
Lighting
Maintenance Director
Audit Rights
Self-help
2.8 Liil2iJilx,
RT!) is politic&.! subdivision of U1e State of Colorado subject lo the Colorado
Governmental llDUlunity Act, C.R.S. 24-10-101, et seq. Nothing in this
Agreement shall be construed as a waiver of any of the provisions of that Act.
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IN WITNESS WHEREOF, rbe parties nave executed this Agreement effective the day and date first above written.
APPROVAL AS TO LEGAL FORM
FOR REGIONAL TRANSPORTATION
DISTRICT:
ENGLEWOOD ENVIRONMENTAL
FOUNDATION, INC ., a Colorado non-profit
c~tp0ration
By :------------
Rick Kahm, President
ATTEST:
By : ____________ _
obert Simpson, Secretary
CITY OF ENGLEWOOD :
By: ___________ _
Mayor
By: __________ -:--
Marla L. Lien , Associate Counsel
REGIONI.L TRANSPORTATION DISTRICT
By: ______ :--:---:-~--
Clarcnc e W. Marsella, General Mana, ,r
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EXHIBITB
Ill
RTD CAM COST FORMULA
North Parking Lot
SW Parking Structure
Busway and bridge
4.165 acres
2.444
1.940
@85%
@75%
@ 100%
Aoyd Avenue 1.681 @50%
Piazza 1.623 @15%
Total Common Arca = 31.076 acres RTDArea
0.841
r'
3.540
1.833
1.940
,/I.,.
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= 0.244
8.398 acres
(27%)
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Date
Augusl 21, 2000
INITIATED BY
Clly Manager's Ottlce
COUNCIL COMMUNICATION
Agenda Item
10 a i
Subject
CA I Agreement for CityCenter
Englewood between RTD and EEFI
I
STAFF SOURCf.
Michael Fid h~rty, Assistant Cily Manager
COUNCIL GOAL AND PREVIOUS COUNCIL ACTION
The Cily entered inlo an intergovernmental agreement wilh the Regional Transportation Dl1,1rict on January 6,
1997 for participalion by RTD In the redevelopment of CilyCenter Englewood. Pursuant le tt ,ir, agreement the
parties agreed lo negoliale a joint use maintenance agre•'1lent for CityCenter. The City hat ~ssigned, the
Englewood Environmental Foundation, inc . to develop a c, mmon Area Maintenance Agreameh: (CAM) for the
purpose of defining common area maintenance and certain c,mmon operational responsiblllties ano ~liocaling
cost to members of the CAM . RTD has agreed with the terms of the agreement.
RECOMMENDED ACTION
Slaff recommends council approval of lhe Bill for a· ,rdinance aulhorizing the Englewood Environmental
Foundalion lo enter into the CAM agreemenl wilh RID.
BACKGOUND
The Englewood Environmental Foundalion was ;rested for the purpose of developing CityCenter Englewood,
including various facilities to serve the light rail • .talion adjacent to CityCenter Englewood including a pedestrian
bridge, a passenger elevator, parking facilities , access roads and bus parking/transfer pads, In addition to general
public amenities that RTD passengers will ullli: .e . EEF has developed a "Master CAM Agreemenr that provides
for lhe maintenance of all common areas of th, site. Under the terms of the Master CAM Agreement , the
mainlenance direclor of EEF is given the righl to provide maintenance and charge for the cost of such wor1<. EEF
has previously entered into an agreement wit ', Wai-Mart and now that the RTD facilities are in operation seeks to
include RTD in the CAM.
FINANCIAL IMPACT
The Regional Transportation District will be r isponsible for 27% of the total cost of common area maintenance .
Their budgeted cost for 2000 , beginni ng on July 1, is $139,725, payable in monthly installments upon approval of
th is agreement. Projected paymenls fo r 2001 are approximately $295,000.
LIST OF ATTACHMENTS
Bill for an Ordinance
Proposed agreement