HomeMy WebLinkAboutresolution.council.002-01 RESOLUTION NO. ~.
Series of 2001 -
A RESOLUTION OF THE CITY OF ASPEN, COLORADO, AUTHORIZING THE CITY
MANAGER TO EXECUTE, ON BEHALF OF THE CITY OF ASPEN, A LEASE
AGREEMENT WITH THE ASPEN CHAMBER 'RESORT ASSOCIATION.
WHEREAS, there has been submitted to the City Council a proposed Lease Agreement
between the City of Aspen and the Aspen Chamber Resort' Association for the lease of certain
City-owned property; and
WHEREAS, after due deliberation and consideration the City Council has determined
that it is in the best interest of the City of Aspen to approve said lease agreement and authorize
the City Manager to execute same on behalf of the City of Aspen.
NOW, WHEREFORE, BE IT P,F~OLVED BY THE CITY COUNCIL OF THE CITY
OF ASPEN, COLORADO, that the City manager is hereby authorized to execute on behalf of
the City of Aspen the Lease Agreement appended hereto as Exhibit A.
Dated: ~ ~ ,2001.
FCachel E Richards, Mayo~.
I, Kathryn S. Koch, duly appointed and acting City Clerk do certify that the foregoing is
a tree and accurate
. copy of that resolution adopted by the City Council of the City of Aspen,
Colorado, at a :meeting hel ,2001.
Kathryn S.~]~6ch, City Clerk
Le~__ase Agreement
THIS AGREEMENT is made between the CITY OF ASPEN, COLORADO, a
political subdivision and body corporate ("Lessor"), and the ASPEN CHAMBER AND
RESORT ASSOCIATION, COLORADO, a Colorado non-profit
and executed on the date(s) as indicated below, corporation ("Lessee"),
Recitals
1. Lessor is the lessee of a parking garage facility known as the Aspen
Municipal Parking Plaza which includes within it certain floor area and
space suitable for offices and business purposes as more fully described
below.
2. Lessee desires to sub-lease such floor area and space for the purpose of
conducting its business activities as a chamber of commerce and resort
association.
3. Lessor has determined that the floor area and space as described below is
not now, nor will it during the term of this lease, be needed by Lessor for
public purposes and that it is, therefore, in the public interest to sub-lease
such premises under the terms and conditions as set forth herein.
41 The parties hereto intend this agreement to supercede any and ali previous
agreements relating to the lease of the demised premises.
Leased Premises and Term
1. Lessor hereby/eases to Lessee that portion of the City of Aspen Parking
Plaza, 425 Rio Grande Place, Aspen, Colorado, consisting of
approximately 3,300 square feet of finished space and which is more fully
described and depicted on Exhibit "A" attached hereto and which by this
reference is fully incorporated herein for all purposes (the demised
premises".) " '
2. The term of this lease shall be f/ve (5) years commencing December 1,
2000, and terminating November 30, 2005, provided the lease is not
sooner terminated by a breach of the terms or conditions set forth herein
by Lessee.
3. Lessee may extend the term of this lease for one (1) additional term of five
(5) years upon giving the Lessor written notice o£its intent to do so six (6)
months prior to the expiration of the initial five (5) year term, to wit, on or
before June I, 2005.
4. In the event Lessee chooses to extend the term of this lease by providing
Lessor timely notice as provided above, Lessor and Lessee shall use their
best good faith efforts to determine and agree upon a new monthly or
annual rent and utility service charge as described in Paragraph 6 below.
All other terms and conditions shall remain as provided herein. In the
event the parties cannot mutually negotiate and agree upon a new rent
amount prior to the commencement of a new lease term, then each party
shall .employ an appraiser knowledgeable in the Aspen market and the two
appratsers so employed shall determine the new rent. If the two appraisers
shall be unable to agree upon a new rent, three appraisers so employed
shall determine the rent. Should the appraisers fail to establish a new rent
prior to the commencement of a new lease term, Lessee shall continue to
pay that rent as then in effect for the present lease term until the nexv rent
has been fixed, at which time the difference between the rent so paid and
that payable under the new rate from the beginning of the new lease term
shall be paid to Lessor by Lessee.
Rent and Utilities
5. Lessee shall pay Lessor at the offices of the City of Aspen Finance
Director, rent for the leased premises in the sum of $5,245.00 payable and
due on the fifteenth (I 5th) day of each month commencing December 15,
2000. The monthly rent shall be increased on each anniversary date
(December 1) of the term of the renewal period by the percentage increase
in the Urban Index during the twelve months ending on September 30 of
each calendar year. (Urban Index and a description of calculating index
changes is attached hereto as Exhibit "B".)
6. In addition to the rent payments as specified in Paragraph 5 above, Lessee
shall pay to Lessor the sum of $1,120.00 per month to defray the cost of
utility services provided to the leased premises. The monthly payment for
utility services shall be due and paid contemporaneously with Lessee's
monthly rent payments.
7. To secure payment of rent here agreed to be paid, Lessee grants to Lessor
a lien on all of Lessee's equipment, furniture and other personal property
that is placed on the leased premises by Lessee, such lien to be subordinate
to all previously existing liens asserted against said property as of the date
of this agreement.
8. Upon Lessee's failure to pay any of the rent or utility service installments
on the dates specified above, Lessor may terminate this lease by written
notice to the Lessee following such non-payment and recover from Lessee
all damages Lessor may incur by reason of Lessee's breach, including the
cost of recovering the premises, reasonable attorney's fees, and the
amount of rent and other charges reserved in this lease for the remainder
of the stated term.
9. Lessee, at the sole discretion of Lessor, may cure a default in making
timely rent or utility service payments by tendering the full past due
amonnt(s) along with an additional payment equal to one percent (i %) of
the past due amount(s) for each day beyond the date any payment is due.
Use of the Premises
10. The leased premises shall be used only by Lessee and only for purposes
consistent with conducting its business as a chamber of commerce and
resort association. Such use may include utilization of the premises for a
tourist information/transportation center.
11. Lessee shall not assign, transfer, sublease, pledge, surrender or otherwise
encumber or dispose of this lease or any interest or estate created herein,
or permit any other person, persons, company, corporation, or
organization to occupy or use the premises without first obtaining the
written consent of the Lessor. Such consent may or may not be given at
Lessor's sole discretion. Lessor hereby consents to a sub-lease of a
portion of the demised premises between Lessee and Aspen Central
Reservations Travel, Inc. upon the terms and conditions set forth in that
certain Sub-Lease Agreement appended hereto as Exhibit "C".
12. Lessee shall not erect, install, operate nor cause nor permit to be erected,
installed or operated in or upon the leased premises any sign(s) or other
advertising device without having obtained the written consent of the City
Manager for the City of Aspen. Such consent may or may not be given at
Lessor's sole discretion.
Services
13. Lessor, at the request, advice and approval of Lessee, and at Lessor's cost
and expense has caused improvements to be installed and completed in
and won ~h~ ~eased premises, including, but not I/m/ted to, electrical lines,
U~ t ~! ·
plumbing, partitions, and heating and cooling systems, sufficient to meet
Lessee's acknowledges that it has inspected and knows the condition of
the leased premises and that Lessee accepts same as suitable for /ts
purposes.
14. Lessor shall provide or cause to be provided reasonable amounts of
electricity, hot and cold running water and heat to the premises, as well as
air-conditioning for those areas within the leased premises as agreed upon
and installed pursuant to the installation of the improvements as described
in Paragraph 13. In the event Lessee desires or is required by business
necessity to add new equipment or expand existing equipment, thus
creating an increased demand for electrical, water, heating or air-cooling
services or systems, Lessor shall be entitled to review' any such proposal
of Lessee for purposes of determining the need to increase the charge as
set forth in Paragraph 6 above and impose an increased charge if Lessor
deems same to be necessary based upon actual billing statements as
provided by the utility service provider.
Early Termination
15. Lessee understands that Lessor, through its Community Development
Department, is in the process of developing a Civic Center Master Plan for
an area of the City of Aspen which incorporates the parking garage facility
and the demised premises. Lessee further understands that the Civic
Center Master Plan may recommend redevelopment of the parking garage
facility and the demised premises which would require the removal of
Lessee from the demised premises to a new location in the immediate
vicinity of the demised premises. In the event that Lessor accepts a
recommendation fi'om the City of Aspen Community Development
Department pursuant to the Civic Center Master Plan to move Lessee from
the demised premises to a new location, the parties hereto agree to
terminate this agreement upon twenty-four (24) months prior written
notice from Lessor to Lessee, and to negotiate in good faith the terms and
conditions of a new lease agreement for new space to be provided by
Lessor to Lessee in the vicinity of the demised premises.
Maintenance of Premises
16. Lessor shall, at its own expense, keep the roof, structural parts of the floor,
walls and other structural parts of the premises in good repair and make
necessary structural repairs not occasioned by Lessee's negligence upon
written notice by Lessee. Additionally, Lessor shall maintain, to the
satisfaction of Lessee, heating, ventilation and air-conditioning systems
servicing the leased premises in good and sufficient operating condition.
Ali other repairs shall be made by Lessee at its cost and expense.
17. Lessee shall, at its own expense, keep and maintain the leased premises
and entrance ways leading thereto in good condition and do all work or
repairs necessary to keep the premises in a safe condition m~d from
deteriorating with the exception of normal wear and tear and aging
consistent with normal office usage and time. Lessee shall also maintain
the premises consistent with all applicable laxvs, ordinances, or
governmental safety regulations applicable to the premises. In these
respects, Lessee shall permit Lessor, through its officers and agents, to
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make inspection of the premises at any time so as to determine ~ompliance
with this agreement.
18. Lessor shall in no way, nor under any circumstances, be responsible for
any property of the Lessee, its employees or agents, customers, or thvitees
that may be stolen, destroyed or in any way damaged while on the leased
premises, and Lessee agrees to indemnify and hold harmless Lessor from
any such claim.
Insurance and Liability
i9. It is expressly agreed that Lessee shall occupy and operate the leased
premises as an independent contractor and not as aa agent, representative
or employee of Lessor. Lessee shall be solely responsible for the acts and
omissions of its employees and agents and nothing herein shall be
construed as creating a partnership or joint enterprise between Lessor and
Lessee.
20. Lessee agrees to indemnify, defend and hold harmless Lessor, its
employees, officers and agents from and against any and all claims or su/ts
for property loss or damage and/or personal injury or loss, including death,
to any and all persons whether real or asseVted, arising out of or in
connection with the leasing, maintenance, use or occupancy of the leased
premises. Lessee shall, likewise, indemnify Lessor for ail injury or
damage to the leased premises arising from the use, occupancy or
maintenance of such premises, whether caused by Lessee, its employees,
agents, or invitees, or other third persons.
2i. Lessee agrees to furnish Lessor with certificate(s) of insurance as proof
that it has secured and paid for a policy of public liability insurance
covering all public risks related to the leasing, use, occupancy,
maintenance, operation or location of the leased premises. The insurance
shall be procured from a company authorized to do business in the State of
Colorado and be satisfactory to Lessor. The amount of this insurance.
without co-insurance cI~anses, shall not be less than the maximum Liability
that can be imposed upon the Clty of Aspen under the laws of the State of
Colorado found at C.R.S. Section 24-10-101 _e~ seg., as amended. At
present, such amounts shall be as follows:
$150,000.00 for any injury ro one person in any single
occurrence;
$600,000.00 for any injury ~o two or more persons in
any single occurrence.
These insurance amounts may be revised upward ar Lessor's option and
Lessee shall do so within ninety (90) days following notice ro Lessee of
such new required insurance amounts. In no event shall such insurance
amounts fall below those maximum liability limits as set forth at C.R.S.
Section 24-10-114, as amended.
22. During the full term of this lease, Lessee, at its sole cost and expense, shall
also cause ail the leased premises and improvements on the leased
premises to be kept insured, without co-insurance clauses, to the full
insurable value against the perils of wind storm, hail, lightening,
explosion, fire and like perils. "Full insurance value" means the actual
replacement value less physical depreciation. The insurance shall be
procured from a company authorized to do business in the Sate of
Colorado and be satisfactory to the Lessor. Ail policies as required herein
shall contain a waiver of subrogation by the insurer against Lessor.
23. If, absent negligence or fault on the part of Lessee, the leased premises
shall be damaged by fire or other catastrophe so as to render said premises
wholly untenantable, and if such damage is so great that a competent
licensed architect in good standing in Pitkin County, Colorado, as selected
by the Lessor, shall certify in writing to the Lessor and Lessee that the
premises, with reasonable diligence, cannot be made fit for occupancy
within ninety (90) days from the happening of the occurrence of the
damage, then the lease shall terminate and Lessor may re-enter and take
possession. Lessee shall pay rent, duly apportioned, up to the time the
lease shall be terminated as herein provided. Such a termination of the
lease shall not forgive Lessee's obligations to return the premises to
Lessor in as good repair as when Lessee originally assumed possession
thereof, regular and ordinary wear and tear excepting. Alternatively,
Lessee shall subordinate its rights and interests in any insurance proceeds
as provided for in Paragraph 24 below. If, however, the damage is not
such as to prevent reoccupation and use of the premises within ninety (90)
days, then repairs thereto shall be undertaken by Lessee with all
reasonable speed to restore the premises to its former condition and rent
shall only be abated for that period of time during which Lessee shall be
deprived of actual use of the premises as a result of the damage and repairs
undertaken thereto.
24. Lessee shall name Lessor as co-insured on all insurance policies and such
policies shall include a provision that written notice of any non-renewal,
cancellation or material change in a policy by the insurer shall be
delivered to Lessor thirty (30) days in advance of the effective date. In the
event the leased premises is destroyed by fire or other insured casualty,
Lessor shall, at a minimum, be entitled to so much of the insurance
proceeds representing its actual costs in finishing and improving the
premises as described in Paragraph 13 above and in restoring the premises
to its original unfinished and unimproved condition. Should insurance
proceeds be insufficient to restore the premises to its original condition,
Lessee shall make up and satisfy such deficiency.
Alterations to Premises
25. Lessee, upon Lessor's written consent, may, at its own expense, make
reasonable and necessary alteration or improvements to the leased
premises. All alterations, additions and improvements shall be performed
in a workmanlike manner, in accordance with all applicable building and
safety codes, and shall not weaken or impair the structural strength or
lessen the value of the premises. All alterations, additions and
improvements made in or to the premises shall be the property of Lessor
and remain and be sun'endered with the premises upon termination of this
lease. Lessee agrees that prior to any construction or installation of
alterations, additions or improvements, Lessee shall post on the premises
in a conspicuous place a notice of non-liability for mechanic's lien as
specified at C.R.S. Section 38-22-105 on behalf of Lessor and shall notify
Lessor of such posting and the exact location of same. Perfection of a
mechanic's lien against the leased premises as a result of Lessee's acts or
omissions may be treated by Lessor as a material breach of this lease.
26. Lessor reserves the right, frmn time to time, at its own expense and by its
officials, employees and contractors, to make such alterations, renovations
or repairs in and about the leased premises, other than those noted above
as required by Lessee, as Lessor deems necessary or desirable and Lessee
covenants to make no claim against Lessor for any interference with its
interests as herein provided in the premises. Lessor shall provide
reasonable notice to Lessee in advance of any intent to undertake
alterations or repairs as authorized in this paragraph.
Quiet Eni oyment
27. Lessor agrees that Lessee, upon timely payment of rent and observing and
keeping those terms and conditions of this lease to be observed and kept
by Lessee, shall lawfully and quietly hold, occupy and enjoy the leased
premises during the term of the lease subject to, however, those conditions
which may be reasonably anticipated in connection with the operation of a
parking garage facility.
Taxes
28. In the event any taxes are levied and assessed upon the leased premises or
upon the improvements, fixtures or personal property of the Lessee
located on the leased premises, or upon the leasehold or possessory
interests as created trough this lease, Lessee shall be solely responsible to
satisfy and pay all such taxes or assessments to exist with respect to the
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leased premises, except that Lessee may permit such taxes or assessments
to remain unpaid ~vhile pursuing any good faith contest or appeal of same.
Condemnation
29. If during the term of this lease, or any renexval of it, the whole or part of
the leased premises or such portion as will make the leased premises
unusable for the purpose leased, or the leasehold interest, be condemned
by public authority, including Lessor, for public use, then the lease term
granted herein shall cease as of the date of the vesting of title in the
premises in such condemning authority, or when possession is given to
such authority, whichever event occurs first. Upon such occurrence, the
rent as due hereunder shall be apportioned as of that date and any prepaid
rent shall be returned to Lessee. Lessee shall not be entitled to any part of
any condemnation award for the value of the un-expired term of this lease
or for any other estate or interest in the leased premises, such amount
belonging entirely to Lessor
Default/Termination
30. If Lessee shall fail to timely comply with any of the terms or conditions of
this lease or any notice given under it, or if it shall remove or manifest an
intention of removing its furniture, business equipment, or fixtures from
the leased premises while in arrears as to the payment of rent, or shall
become insolvent, or shall have or attempt to make an assignment for the
benefit of creditors, or if any of its property be attached and such
attachment is not promptly released, or if an execution be issued against it,
or, if a petition be filed by or against it, to have it adjudicated a bankrupt,
or if a trustee or receiver shall be created or appointed to take charge of its
assets, or if it shalI abandon the premises for a period of more than
seventy-two (72) hours, then at any time afterwards Lessor may at its
option enter into the premises and remove all persons and take and retain
possession thereof either with or without process of law.
31. Any breach, default or failure by Lessee to perform any of the duties or
obligations assumed by Lessee, or to faithfully keep and perform any of
the terms herein, shall be cause for termination of the lease by Lessor in
the manner set forth in this paragraph. Lessor shall deliver to Lessee ten
(10) days prior written notice of its intention to terminate this lease,
including in the notice a reasonable description of the breach, default or
failure. If within that ten (10) days Lessee shall fail or refuse to cure,
adjust or correct it to the satisfaction of Lessor, then Lessor shall have the
right to declare the lease terminated and ali rights, powers and privileges
of Lessee as provided through this lease shall cease and Lessee shall
immediately vacate the premises and shall make no claim of any kind
against Lessor by reason of the termination.
32. The ten (10) days' prior written notice shall be conclusively determined to
have been delivered to Lessee upon posting of same upon the main
business entrance to the premises or at the time it is deposited in the U.S.
Mail, certified, postage prepaid, addressed to President, Aspen Chamber
Resort Association, 425 Rio Grande Place, Aspen, Colorado 81611, or
such other address as otherwise designated in writing by Lessee.
33. Any failure by Lessor to so terminate this lease as herein provided or the
acceptance by Lessor of rent for any period after the breach, default or
failure by Lessee to adhere to the terms of the lease shall not be
determined or construed to be a waiver or continuing waiver by Lessor of
any rights to terminate the lease for any present or subsequent breach,
default or failure.
34. Lessee agrees that it will, at the end of the term of the lease, peaceably
deliver to Lessor the leased premises and all fixtures and improvements on
it in a good state of repair, and vacant, unencumbered, and in good and
tenantable condition.
Compliance with Laws/No Discrimination
35. Lessee agrees to comply with ail la~vs, ordinances, rules and regulations
that may pertain or apply to the leased premises and its use. In performing
under the lease, Lessee shall not discriminate against any worker,
employee or job applicant, or any member of the public, because of race,
color, creed, religion, ancestry, national origin, sex, age, marital status,
physical handicap, affectional or sexual orientation, family responsibility
or political affiliation, nor otherwise commit an unfair employment
practice.
Notices
36. Whenever this lease calls for or provides for notice and notice is not
otherwise specified, the same shall be provided in writing and shall be
served on the person(s) as designated by the parties below, either in person
or by certified mail, postage prepaid and return receipt requested:
For Lessor: Aspen City Manager
130 South Galena Street
Aspen, Colorado 81611
For Lessee: President
Aspen Chamber Resort Association
425 Rio Grande Place
Aspen, Colorado 81611
The parties may change or add such designated person(s) or addresses as
may be necessary from time to time in writing.
Successors and Assigns
37. All of the terms and conditions as contained in this lease shall inure to the
benefit of and be binding upon the successors and assigns of the parties.
Headings
38. Headings contained herein are for convenience of reference only and are
not intended to define, limit or describe the scope or intent of any
provision of this lease.
Governing Law
39. This lease shall be enforced and interpreted in accordance with the laws of
the State of Colorado. Any action brought to enforce or interpret this lease
shall be brought in the District Court in and for Pitkin County, Colorado.
In the event of litigation between the parties concerning this lease or
matters arising therefrom, the prevailing party shall be awm'ded its costs
and reasonable attorney's fees.
Modifications
40. This instrmment constitutes the entire agreement by the parties concerning
the leased premises and any prior or contemporaneous oral or written
agreement that purports to vary from the terms as set forth herein shall be
void and of no effect.
41. The lease and ail of its terms and conditions may not be amended or
modified absent a written agreement duly executed by Lessor and Lessee.
Counterparts
42. This lease has been executed in three (3) counterparts, each of which shall
be deemed an original.
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WHEREFOKE, the parties, through their duly authorized representatives, have
executed this lease upon the dates as set forth herein.
CITY OF ASPEN, COLORADO
Rachel E. Ric"hards, Mayor~
ATTEST:
Kathryn S. ~ch, Cit~'Clerk
ASPEN CHAMBER AND RESORT
ASSOCIATION
Date: -_ Z~/ ~ffff By:
JPW- 12/07/2000-G XjohnXwordkagr~acra-lease.doc
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EXHIBIT "~'
CALCULATION OF CHANGES IN URBAN INDEX
The term "Urban Index" used herein shall refer to the consumer Price Index - All
Urban Consumers (CPI-U), U.S. City Average. All Items (1967 = 100) compiled by the
United States Department of Labor. Bureau of Labor Statistics. By way of identification, the
parties agree that the CPI-U index number for July 1993 = 432.6. If at the time of
computation of rental increases as provided below the Urban Index as defined is not then being
currently published, the parties shall mutually select a substitute index which has historically
approximated the Urban Index as defmed. The parties further agree that the methodology they
will use for calculating index changes in the Urban Index is that described in the instruction
sheet from the Bureau of Labor Statistics. U.S. Deparunent of Labor. which reads as follows:
CALCULATING INDEX CHANGES
Movements of the indexes from one month to another are usually expressed as percent
changes rather than changes in index points, because index poim changes are affected
by the level of the index in relation rd its base period while percem changes are nor.
The example in the accompanying box illustrates the computation of index point and
percent changes.
Percent changes for 3-month and 6-month period are expressed as annual rates and are
computed according to the standard formula for compound growth rates. These data
indicate what the percent change would be ff the current rate were maintained for a 12-
month period.
INDEX POINT CHANGE
CPI 315.5
Less previous index 303.5
Equals index point change 12.0
PERCENT CHANGE
Index Point difference 12.0
Divided by the previous index 303.5
Equals 0.040
Results multiplied by one hundred 0.040 x 100
Equals percent change 4.0
EAA-03/04/9~.g:',cont~act~gr~R E NT^ L.AG R
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SUBLEASE AGREEMENT
This Sublease Agreement ("Sublease") is made and entered into as of the day
of December 2000, by and between ASPEN CHAMBER RESORT ASSOCIATION, INC., a
Colorado nonprofit corporation ("ACRA") and ASPEN CENTRAL RESERVATIONS
TRAVEL, INC., a Colorado corporation ("ACRT").
WITNESSETH:
WHEREAS, in December 2000, the City of Aspen, Colorado, (the "Lessor") and
ACRA are entering into a new Lease Agreement (the "Lease"), a copy of which is attached
as Exhibit 1 hereto, pertaining to approximately 3,300 square feet of finished space m the
City of Aspen Parking Plaza, 425 Rio Grande Place, Aspen, Colorado (the "Leased
Premises"); and
WHEREAS, ACRT has subleased a portion of the Leased Premises from ACRA
pursuant to written agreement, consented to by the City of Aspen and by Bond Investors
Guaranty Insurance Company as "Certificate Insurer" under that certain Lease Purchase
and Sublease Agreement dated as of July 1, 1989, between the Aspen Public Facilities
Authority and the City of Aspen, Colorado; and
WHEREAS, ACRA and ACRT desire to memorialize their new sublease
arrangement in the Leased Premises and set forth other terms and conditions of jointly
using certain facilities located on the Leased Premises for their respective operations; and
NOW, THEREFORE, ACRA and ACRT, in consideration of the covenants and
agreements herein, do hereby agree as follows:
1. SUBLEASED SPACE. ACRA hereby grants to ACRT exclusive use of that
finished space identified on Exhibit 2 hereto and nonexdusive use of all common areas and
areas necessary and convenient for ingress and egress and from ACRT's exclusive use
space in the Leased Premises, all as more fully described and depicted on Exhibit 2 hereto
(the "Sublet Premises").
2. SUBLEASE; TERM. For value received and subject to the consent of Lessor,
ACRA hereby subleases the Sublet Premises to ACRT for a term that commenced on
December 1, 2000, and shall continue through the earlier of November 30, 2005, or
termination of the Lease. If ACRA extends the term of the Lease with the City for the
option period of an additional five-years, ACRT may extend as well. ACRA shall provide
ACRT with a copy of its notice of intent when it is sent to Lessor and ACRT shall have sixty
(60) days from receipt of such notice to notify ACRA in writing whether it shall extend this
Sublease. Upon extension of the Sublease as provided in the foregomg sentence, ACRA and
EXHIBIT C
ACRT shall negotiate in good faith for a new sublease rent utilities pass through and other
service charges corresponding to the new rent and utilities service charges agreed to
between Lessor and ACRA.
1. ~ From December 1, 2000, onward, ACRT shall pay to
ACRA the sublease rent of $3409 per month, due and payable on the first day of each
month, commencing December 1, 2000, and ending on November 1, 2005 for the period
through November 30, 2005. The Sublease rent shall be adjusted armually in accordance
with the amended Lease Agreement. ACRT agrees to pay 65% of the annual adjustment.
All Sublease rent and other sums due ACRA shall be paid to ACRA at its offices in the
Leased Premises.
2. U_T. ILIT_I_~ ACRT acknowledges that Lessor provides electricity, hot and
cold running water, heat and air conditioning to the Sublet Premises under the Lease. The
City's charge to ACRA under ~ 6 of the Lease is $1120 for utility services, so ACRT shall
pay ACRA $784 on the first day of each month for those utility charges in addition to the
rental specified above. If Lessor changes the utility fee owed by ACRA, ACRT shall pay
seventy percent (70 % ) of the utility charges as modified by Lessor.
3. CLEANING and SUPPLY CHARGES. ACRA shall continue to arrange for
cleaning services, monthly trash removal, janitorial services, kitchen supplies, bathroom
supplies, carpet cleaning, and miscellaneous such services to the Leased Premises,
including the Sublet Premmes, during the times and in the manner that such services are
customarily furnished in comparable office buildings in the area. ACRT shall pay sixty-five
per cent (65%) of the total monthly charges for the Leased Premises within 10 days after
being billed by ACRA.
4. CONDITION OF PREMISES. ACRT accepts the Sublet Premises "as is," in
the same condition as the Sublet Premises exist as of the date of this Sublease.
5. REDELIVERY OF SUBLET PREMISES. ACRT shall redeliver the Sublet
Premises on the date of termination of this Sublease in the condition in which it was
received by ACRT, subject to normal wear and tear; and ACRT shall have the right to
remove all trade fixtures it has installed, provided that it repmrs any damage caused by
such removal to the reasonable satisfaction of ACRA.
6. INDEMNIFICATION.
a. ACRA agrees to indemnify, defend and hold harmless ACRT, its
employees, officers, directors and agents from and against any and all claims or suits for
property loss or damage, personal injury or loss, including death, to any and all persons
and damage to the Sublet Premises or the Leased Premises caused by any officer,
employee, agent or invitee of ACRA.
b. ACRT agrees to indemnify, ~lefend and hold harmless, ACRA, its
employees, officers, directors and agents from and against any and all claims or suits for
property loss or damage, personal injury or loss, including death, to any and ali persons
and damage to the Sublet Premises or the Leased Premises caused by any officer,
employee, agent or invitee of ACRT.
ACRA shall indemnify ACRT against any loss, liability and expense,
including reasonable attorneys' fees and costs, arising out of any default under the Lease
caused by ACRA. ACRA shall indemnify ACRT against any loss, liability and expense,
including reasonable attorneys' fees and costs, arising out of any default under the Lease
caused by ACRA which has the effect of causing the termination of the Lease or otherwise
impairing ACRT's quiet enjoyment of the Leased Premises.
d. ACRT shall indemnify ACRA against any loss, liability and expense,
including reasonable attorneys' fees and costs, arising out of any default under the Lease
caused by ACRT. ACRT shall indemnify ACRA against any loss, liability and expense,
including reasonable attorneys' fees and costs, arising out of'any default under the Lease
caused by ACRT which has the effect of causing the termination of the Lease or otherwise
impairing ACRA's quiet enjoyment of the Leased Premises.
7. REPRESENTATIONS. ACRA warrants and represents to the best of its
present knowledge: (I) that the Lease if currently in full force and effect, (ii) that no default
exists under the Lease, and (iii) that no event which with the passage of time could or
would be a default has arisen under the Lease.
8. ~ The period for delivery of any notice to ACRT under this Sublease
that is being passed through ACRA from Lessor under the Lease shall be extended for
three (3) additional days in order to provide for timely delivery from the Lessor to ACRA
and ACRT.
a. All notices hereunder shall be to ACRA at 425 Rio Grande Place,
Aspen, CO 81611.. with a copy to J. Nicholas McGrath, PC, 600 E. Hopkins Ave., Suite 203,
Aspen, CO 81611.
b. All notices hereunder shall be to ACRT at 425 Rio Grande Place,
Aspen, CO 81611, with a copy to David Belleck, Esq., Aspen Skiing Company, PO Box
1248, Aspen, CO 81611.
9. RIGHT TO CURE, ACRT shall have the right to cure any default by ACRA
under the Lease in order to preserve this Sublease. In the event ACRT cures a monetary
default, ACRA shall immediately repay the amount paid to effect a cure, and such amount
shall earn interest at the rate of eighteen percent (18%) per annum until paid.
10. INCORPORATION OF TERMS OF LEASE. The provisions of the Lease not
inconsistent with this Sublease are hereby made part of this Sublease with respect to the
Sublet Premises as though the Sublet Premises were the Leased Premises thereunder,
ACRA were the Lessor thereunder, the Sublease were the Lease thereunder, and ACRT the
Lessee thereunder. The provisions of paragraphs 5, 6, 10, 24, and 36 of the Lease are not
made a part of this Sublease and shall not be incorporated hereto. As to paragraph 16 of
the Lease, ACRT shall not have any of the maintenance obligations of "Lessee" therein but
shall pay its sixty-five per cent (65%) per cent pro rata share if any Lessee maintenance
charges are incurred.
11. E- ' 'R'. -- ~' E - T_. Pursuant to paragraph 11 of the Lease~ this Sublease
shall be effective only upon the consent of Lessor to the terms and execution hereof, which
consent shall be attached as Exhibit 3 hereto.
11. EARLY TERMINATION. ACRT recognizes the early termination provision
of the City/ACRA lease, paragraph 15, and agrees it is bound thereby. In the event the
City gives notice of early termination to ACRA, it shall give prompt notice of that action
to ACRT.
By: Christine Nolen
ASPEN CENTRAL RESERVATIONS TRAVEL, INC.
y: William Tomcich, President
Notary certificates on next page
State of Colorado )
) ss
County of Pitkin )
Acknowledged before me this J.~; day of December, 2000 by Christine Nolen as
President of the Aspen Chamber Resort Association, Inc., a Colorado non-profit
corporation.
Witness my hand and seal.
My commission expires:
No b i
State of Colorado )
~amh
) ss
County o~ Pitkin )
Acknowledged before me this ]~ day o[ December, 2000 by William Tomcich
as President ~f Aspen Central Aeservafions Travel, Inc. a Colorado corporation.
Witness my hand and seal.
My commission expires: ~.~
,,, ~
otar Pubhc
MY COMMISSION ~PIREs,
Mamh 11, 2~3 '
c: kacra kacrtsub2.1ea
5
SUBLEASE AGREEMENT
This Sublease Agreement ("Sublease'J is mhde and entered into as of the day
of December 2000, by and between ASPEN CHAMBER RESORT ASSOCIATION, INC., a
Colorado nonprofit corporation ('ACRA') and ASPEN CENTRAL RESERVATIONS
TRAVEL, INC., a Colorado corporation ("ACRT').
WITNESSETH:
WHEREAS, in December 2000, the City of Aspen, Colorado, (the "Lessor") and
ACRA are entering into a new Lease Agreement (the "Lease"), a copy of which is attached
as Exhibit 1 hereto, pertaining to approximately 3,300 square feet of finished space in the
City of Aspen Parking Plaza, 425 Rio Grande Place, Aspen, Colorado (the "Leased
Premises"); and
WHEREAS, ACRT has subleased a portion of the Leased Premises from ACRA
pursuant to written agreement, consented to by the City of Aspen and by Bond Investors
Guaranty Insurance Company as "Certificate Insurer" under that certain Lease Purchase
and Sublease Agreement dated as of luly 1, 1989, between the Aspen Public Facilities
Authority and the City of Aspen, Colorado: and
WHEREAS, ACRA and ACRT desire to memorialize their new sublease
arrangement in the Leased Premises and set forth other terms and conditions of jointly
using certain facilities located on the Leased Premises for their respective operations: and
NOW, THEREFORE, ACRA and ACRT, ~n consideration of the covenants and
agreements herein, do hereby agree as follows:
1. . B '_ D P.': . ACRA hereby grants to ACRT exclusive use of that
finished space identified on Exhibit 2 hereto and nonexclusive use of all common areas and
areas necessary and convenient for ingress and egress and from ACRT's exclusive use
space in the Leased Premises, all as more fully described and depicted on Exhibit 2 hereto
(the "Sublet Premises").
2. ~ For value received and subject to the consent of Lessor,
ACRA hereby subleases the Sublet Premises to ACRT for a term that commenced on
December 1, 2000, and shall continue through the earlier of November 30, 2005, or
termination of the Lease. If ACRA extends the term of the Lease with the City for the
option period of an additional five-gears, ACRT may extend as well. ACRA shall provide
ACRT with a copy of its notice of in[ent when it is sent to Lessor and ACRT shall have sixty
(60) days from receipt of such notice to notify ACRA in writing whether it shall extend this
Sublease. Upon extension of the Sublease as provided in the foregoing sentence, ACRA and
ACRT shall negotiate in good faith for a new sublease rent, utilities pass through and other
service charges corresponding to the new rent and utilities service charges agreed to
between Lessor and ACRA.
1. ~ From December 1, 2000, onward, ACRT shall pay to
ACRA the sublease rent of $3409 per month, due and payable on the first day of each
month, commencing December 1, 2000, and ending on November 1, 2005 for the period
through November 30, 2005. The Sublease rent shall be adjusted annually in accordance
with the amended Lease Agreement. ACRT agrees to pay 65% of the annual adjustment.
All Sublease rent and other sums due ACRA shall be paid to ACRA at its offices in the
Leased Premises.
2. ~ ACRT acknowledges that Lessor provides electricity, hot and
cold rurm~ng water, heat and air conditioning to the Sublet Premises under the Lease. The
City's charge to ACRA under ~ 6 of the Lease is $1120 for utility services, so ACRT shall
pay ACRA $784 on the first day of each month for those utility charges in addition to the
rental specified above. If Lessor changes the utility fee owed by ACRA, ACRT shall pay
seventy percent I70 % ) of the utility charges as modified by Lessor.
3. CLEANING and SUPPLY CHARGES. ACRA shall continue to arrange for
cleaning services, monthly trash removal, janitorial services, kitchen supplies, bathroom
supplies, carpet cleaning, and miscellaneous such services to the Leased Premises,
including the Sublet Premises, during the times and in the manner that such services are
customarily furnished in comparable office buildings in the area. ACRT shall pay sixty-five
per cent (65%) of the total monthly charges for the Leased Premises within 10 days after
being billed by ACRA~
4. CONDITION OF PREMISES. ACRT accepts the Sublet Premises "as is," in
the same condition as the Sublet Premises exist as of the date of this Sublease
5. REDELIVERY OF SUBLET PREMISES. ACRT shall redeliver the Sublet
Premises on the date of termination of this Sublease in the condition in which it was
received by ACRT, subject to normal wear and tear; and ACRT shall have the right to
remove all trade fixtures it has installed, provided that it repairs any damage caused by
such removal to the reasonable satisfaction of ACRA.
6. INDEMNIFICATION,
a. ACRA agrees to indemnify, defend and hold harmless ACRT, its
employees, officers~ directors and agents from and against any and all claims or suits for
property loss or damage, personal injury or loss. including death, to any and~ all persons
and damage to the Sublet Premises or the Leased Premises caused by any officer,
employee, agent or invitee of ACRA.
b. ACRT agrees to indemnify, tiefend and hold harmless, ACRA, its
employees, officers, directors and agents from and against any and all claims or suits for
property loss or damage, personal injury or loss. including death, to any and all persons
and damage, to the Sublet Premises or the Leased Premises caused by any officer,
employee, agent or invitee of ACRT.
c. ACRA shall indemnify ACRT against any loss, liability and expense,
including reasonable attorneys' fees and costs, arising out of any default under the Lease
caused by ACRA. ACRA shall indemnify ACRT against any loss, liability and expense,
including reasonable attorneys' fees and costs, arising out of any default under the Lease
caused by ACRA which has the effect of causing the termination of the Lease or otherwise
impairing ACRT's quiet enjoyment of the Leased Premises.
d. ACRT shall indemnify ACRA against any loss, liability and expense,
including reasonable attorneys' fees and costs, arising out of any default under the Lease
caused by ACRT. ACRT shall indemnify ACRA against any loss, liability and expense,
including reasonable attorneys' fees and costs, arising out of any default under the Lease
caused by ACRT which has the effect of causing the termination of the Lease or otherwise
impairing ACRA's quiet enjoyment of the Leased Premises.
7. I~F~aF.~LT2kT2~ ACRA warrants and represents to the best of its
present knowledge: (I~ that the Lease if currentlv in full force and effect, (ii) that no default
exists under the Lease, and (iii) that no event which with the passage of time could or
would be a default has arisen under the Lease.
8. ~ The period for delivery of any notice to ACRT under this Sublease
that is being passed through ACRA from Lessor under the Lease shall be extended for
three (3) additional days in order to provide for timely delivery from the Lessor to ACRA
and ACRT.
a. All notices hereunder shall be to ACRA at 425 Rio Grande Place,
Aspen, CO 81611, with a copy to J. Nicholas McGrath, PC, 600 E. Hopkins Ave., Suite 203,
Aspen, CO 81611
b. All notices hereunder shall be to ACRT at 425 Rio Grande Place,
Aspen, CO 81611, with a copy to David Belleck, Esq., Aspen Skiing Company, PO Box
1248, Aspen, CO 81611.
9. RIGHT TO CURE. ACRT shall have the right to cure any default by ACRA
under the Lease in order to preserve this Sublease. In the event ACRT cures a monetary
default, ACRA shall immediately repay the amount paid to effect a cure, and such amount
shall earn interest at the rate of eighteen percent (18%) per annum until paid.
10. INCORPORATION OF TERMS OF LEASE, The provisions of the Lease not
~nconsistent with this Sublease are hereby made part of this Sublease with respect to the
Sublet Premises as though the Sublet P~emises were the Leased Premises thereunder,
ACRA were the Lessor thereunder, the Sublease were the Lease thereunder, and ACRT the
Lessee thereunder. The provisions of paragraphs 5, 6, 10, 24, and 36 of the Lease are not
made a part of this Sublease and shall not be incorporated herein. As to paragraph 16 of
the Lease, ACRT shall not have any of the maintenance obligations of "Lessee" therein but
shall pay its sixty-five per cent f65%) per cent pro rata share if any Lessee maintenance
charges are incurred.
11. LESSOR'S CONSENT. Pursuant to paragraph 11 of the Lease, this Sublease
shall be effective only upon the consent of Lessor to the terms and execution hereof, which
consent shall be attached as Exhibit 3 hereto.
11. EARLY TERMINATION, ACRT recognizes the early termination provision
of the City/ACRA lease, paragraph 15, and agrees it is bound thereby. In the event the
City gives notice of early termination to ACRA, it shall give prompt notice of that action
to ACRT.
ASPEN ~'fi/fl~.J~fB.ER RESORT ~S~DCIATION, INC, . te
By: Christine Nolen ' ,
ASPEN. CENTRAL RESERVATIONS TRAVEL.
~/2~/~'.,'''z' ~~,~ , ~, ~
By: William Tomcich, President
Notary certificates on next page
State of Colorado )
) ss
County of Pitkin )
Acknowledged before me this J.~t day of December, 2000 by Christine Nolen as
President of ~he Aspen Chamber Resort Association, Inc.. a Colorado non-profit
corporation.
Witness my hand and seal.
My commission expires: <7%',. ,,,-,L~..,.~:' ~,Z //. :~?~.~ (;L~;'
~ ......... . ~ . ~ %,,,~ ~"~
Nota,y¢-' Public
State of Colorado ) MVCOMMISsION~piRES:
) SS Macc~ 11, 2~3
County of Pitkin )
Acknowledged before me this Jg day of December, 2000 by Willia~ Tomcich
as President of Aspen Central Reservations Travel, Inc. a Colorado corporation.
Witness my hand and seal.
My commission exp,res: /7C~ t¢C./~. //, c¢;0'? 3
Notar~
Public
MY COMMISSioN ~PIREs:
c: XacraXacr tsub2.lea Mamh ~ 1, 2008
5