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HomeMy WebLinkAboutresolution.council.081-11 RESOLUTION NO. __ SERIES OF 2011 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING A SECOND AMENDED AND RESTATED AREEMENT BETWEEN THE CITY OF ASPEN, COLORADO AND THE ASPEN CHAMBER RESORT ASSOCIATION SETTING FORTH THE TERMS AND CONDITIONS REGARDING SERVICES TO BE PROVIDED BY THE ASPEN CHAMBER RESORT ASSOCIATION AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAID DOCUMENT ON BEHALF OF THE CITY OF ASPEN, COLORADO. WHEREAS, there has been submitted to the City Council a Second Amended and Restated Agreement between the City of Aspen, Colorado and the Aspen Chamber Resort Association, LLLP, a copy of which document is annexed hereto and made a part thereof. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO: That the City Council of the City of Aspen hereby approves a Second Amended and Restated Agreement between the City of Aspen, Colorado and the Aspen Chamber Resort Association regarding services for the City of Aspen, a copy of which document is annexed hereto, and does hereby authorize the City Manager of the City of Aspen to execute said document on behalf of the City of Aspen. RESOLVED, APPROVED, AND ADOPTED this (7. th day of December, 2011, by the City Council for the City of Aspen, Colorado. Michael C. Ireland, Mayor,-' I, Kathryn S. Koch, duly appointed and acting City Clerk do certify that the foregoing is a true and accurate copy of that resolution adopted by the City Council of the City of Aspen, Colorado, at a meeting held December O. , 2011. A/� jet_ ,L N // Kathryn S. Kos+ , City Clerk SECOND AMENDED AND RESTATED CITY OF ASPEN AND ASPEN CHAMBER RESORT ASSOCIATION SERVICES AGREEMENT THIS AGREEMENT is made and entered into on this JL day of December 2011, by the CITY OF ASPEN, Colorado, a Colorado Municipal corporation ( "City ") and the ASPEN CHAMBER RESORT ASSOCIATION, a Colorado not - for -profit corporation ( "ACRA "). WHEREAS, the City and ACRA entered into that certain Services Agreement dated December 1, 2005, and the parties hereto desire to renew said agreement with amendments; and WHEREAS, the City has a vital interest in the economic health of the City; and WHEREAS, the City has the constitutional home rule power to appropriate money for the purpose of advertising the business, social and educational advantages, the natural resources and the scenic attractions of the City; and WHEREAS, the City wishes to retain the services of ACRA to operate and manage Visitors Centers located within the City and to collect, manage and dispense information related to tourist attractions, lodging and other related matters (i.e. special events) to the general public and to operate and manage community based special events for the purpose of attracting increased tourist visitation; and WHEREAS, the parties wish to enter into an agreement to establish the terms and conditions under which ACRA will provide such services to the City. Agreement NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: I. OPERATION OF VISITORS CENTERS: A. ACRA will operate the City of Aspen's Visitors Centers located in the Rio Grande parking structure, Wheeler Opera House, and the Guest Services Pavilion. The parties may enter into further agreements to operate additional Visitors Centers on terms that are mutually agreeable to the parties. B. The centers will be staffed and hours of operation shall be: Rio Grande: 8:30 am to 5:00 pm, Monday through Friday Wheeler: 10:00 am to 6:00 pm, 365 days a year with the exception of City of Aspen designated closure dates Guest Services Pavilion: October 1 through April 15` 10:OOam to 5:OOpm April 16 through June l 11:OOam to 4:OOpm June 2 though September 30: 10:OOam to 6:OOpm All open times are weather permitting. C. For purposes of this Agreement, section F(4) and section III.A refer to the operation of the Visitors Centers in the Wheeler Opera House and the Guest Services Pavilion. ACRA also shall operate the Rio Grande Visitor Center, including the ability to give preference to ACRA members in the referrals from that location, since ACRA member dues and other ACRA revenues are being used to cover the costs of operating that visitors center. D. The City shall have the right to close the Wheeler location on designated dates ( "closure dates "), provided the City gives ACRA notice of a closure date at least 30 days in advance. E. ACRA shall maintain traffic flow reports documenting visitor center traffic by day, and shall supply such reports to the City upon request. The parties agree to cooperate to make any reasonable adjustments in scheduling or staffing deemed necessary in order to better serve the customer. Changes that result in a significant net increase or decrease in annual hours of operation shall be subject to the reopening of this agreement for purposes of renegotiating compensation for the provision of such service. F. ACRA shall provide, through the Visitor Centers the following information and services to the general public. 1. Information relating to current events and activities of interest to visitors to the City of Aspen. 2. Information regarding the physical layout of Aspen and from time to time, as needed, directions to the location of things and activities within the City of Aspen. 3. Information regarding businesses will be provided at the visitor's request in- person, over the phone, by email, or by the method suitable to meet the visitor's needs taking into account the methods available at the various Visitors Centers. 4. Information and referrals provided under the terms of this agreement from the Wheeler Opera House and the Guest Services Pavilion locations shall be provided without consideration of the ACRA membership status of the businesses to which such referrals are made. Such information and referrals shall be based solely upon the interests of the individuals or groups requesting the information and referrals. G. Visitors Centers shall generally be a clearing house for all Aspen information of interest to guests. H. ACRA will process the fulfillment of community tourist information requests in a timely fashion to maximize impact on the potential customer. ACRA shall work with reservation agents to facilitate lodging reservations for rental properties in the Aspen area. ACRA, when working on behalf of the City of Aspen in the Aspen Visitor centers, hereby expressly agrees that it shall make every effort to book lodging properties inside the City of Aspen prior to making bookings outside the City of Aspen, provided that such a reservation would satisfy customer requirements and such a property is available. J. ACRA shall provide visitor center services to all Aspen businesses license holders in a non - discriminatory fashion. No discrimination because of race, color, creed, sex, marital status, affectional or sexual orientation, family responsibility, national origin, ancestry, handicap, or religion shall be made in the performance of services under this Agreement. ACRA agrees to meet all requirements of the applicable city, state, and federal laws respecting discrimination. II. SPECIAL EVENTS: A. ACRA shall produce special events for the benefit of the community and to draw increased visitor attraction. To that end: 1. ACRA will be the executive producer of Winterskol, the Old Fashioned 4 of July, and the 12 Days of Aspen. 2. As appropriate, ACRA will work with other producers to bring national events to the City of Aspen, such as The Food & Wine Magazine Classic in Aspen. 3. ACRA will provide the City of Aspen with an annual chamber special event calendar by December 31 of the preceding year. 4. Additional special events may be added as mutually agreed by the City of Aspen and ACRA. B. While ACRA will be the executive producer of the Old Fashioned 4 of July, the City will produce, manage and staff all aspects of the parade component of the day, including registration, staging, route closure and monitoring, traffic re- routing, public safety, parade specific advertising and coordination of announcing in conjunction with ACRA. ACRA will continue to produce and manage parade judging and provide parade support services including the provision of portable toilets for the day's events and overall event marketing/advertising. III. PAYMENTS: In consideration for the foregoing services, the City shall pay to ACRA the amount of two hundred sixty four thousand seven hundred and twenty dollars ($264,720) for the first year of this agreement, payable by February 15. Such payment shall be increased annually payable by February 15 of each year to account for inflation, by a percentage that is consistent with the base percentage by which City General Fund departments are increased. ACRA shall use the amount paid by the City of Aspen to provide minimum levels of funding for the following events and services during the first year of this agreement, with the annual amounts to be adjusted as described above: A. Staffing and Operation of the Rio Grande and Guest Services Pavilion Visitors Centers: $190,095 (see calculation attached) B. Special Events, including Winterskol, The Food & Wine Magazine Classic, the Old Fashioned 4 of July and $3,000 for the administrative costs of the 12 Days of Aspen: $74,625 Nothing herein shall prohibit ACRA from soliciting additional funding for such events and services, or from appropriating funds paid under this Agreement to other events and services provided that ACRA maintains minimum funding as set forth in this paragraph. IV. ADMINISTRATIVE CONTROL OF FUNDS: ACRA shall keep or cause to be kept true, accurate and complete accounting records of all business and financial transactions relating to the aforementioned functions and shall make such records available to the City upon reasonable request therefor, and without expense. ACRA agrees that the City shall have the right through its duly authorized employees, agents or representatives, to examine all pertinent records at any and all reasonable times upon reasonable notice for the purpose of determining compliance with the terms of this Agreement. V. TERM: This Agreement shall become effective on January 1, 2012, and shall terminate on December 31, 2016, unless terminated earlier in accordance with paragraph XII. VI. PERSONNEL: ACRA shall be responsible for hiring fully qualified personnel and for properly training such personnel to perform the services related to this Agreement. VII. INDEPENDENT CONTRACTOR: ACRA is an independent contractor, and nothing contained in this Agreement shall constitute or designate ACRA or any of its employees as agents (except as expressly set forth in this Agreement) or employees of the City. Further, it is agreed that: A. The City of Aspen does not require ACRA to work exclusively for it. B. The City of Aspen, for whom the services are to be performed, does not establish a quality standard for ACRA. C. The City of Aspen does not provide training for ACRA's employees or workers. D. The City of Aspen shall not establish the standards or policies by which ACRA administers services to its members. E. The City of Aspen does not provide tools or benefits to complete the Agreement, although materials and equipment may be supplied as mutually agreed by both parties. VIII. RESPONSIBILITY FOR THE FACILITIES: A. The City shall be responsible for maintaining the facilities at the Wheeler and the Guest Services Pavilion in good repair. ACRA shall be responsible for paying for electricity at the Guest Services Pavilion. All other expenses to maintain and improve the facilities at the Wheeler and the Guest Services Pavilion shall be borne by the City, except for maintenance necessitated by the negligent acts of ACRA or its agents. B. During the term of this Agreement, maintenance responsibilities for the Rio Grande space shall be as specified in the Lease Agreement between ACRA and the City, dated June 13, 2005, and subsequent lease agreements mutually approved by the City and ACRA regardless of whether such lease has expired. C. The City will provide signage as appropriate on main thoroughfares to direct visitors to the facilities. D. The City of Aspen Parks Department shall provide snow removal services on and around the Guest Services Pavilion as part of its Cooper Street mall maintenance work program. Such services shall be in accordance with the normally planned and scheduled work program, shall be at no additional cost, and shall not be unreasonably withheld. IX. INSURANCE: The ACRA shall obtain and maintain in force for the term of this Agreement the following insurance: A. Comprehensive general liability insurance policy, including liability, with limits of not less than one million dollars ($1,000,000.00) per occurrence and not less than two million ($2,000,000.00) general aggregate for bodily injury or death of any person or persons or damage to property. All such policies shall contain a provision that the same may not be canceled or materially changed or altered without first giving thirty (30) days prior written notice to the CITY. B. Worker's Compensation and employer liability in accordance with the Worker's Compensation Act of the State of Colorado for employees doing work in Colorado in accordance with this Agreement. X. RIGHTS RESERVED TO ACRA: A. Nothing herein shall restrict ACRA from providing services to its members consistent with its mission and established policies. B. The ACRA shall have final decision - making authority regarding staffing, scheduling, and display of materials and collaboration with ambassadors of other organizations. Such authority shall include the authority to make reasonable and temporary modifications to the schedule set forth in section I(B) above. XI. NO WAIVER: No waiver of any of the provisions of this Agreement shall be deemed to constitute a waiver of any other provision of this Agreement, nor shall such waiver constitute a continuing waiver unless otherwise expressly provided, nor shall the waiver of any default of the terms of this Agreement be deemed a waiver of any subsequent default. XII. TERMINATION: This Agreement may be terminated by either party with 90 days notice, for lack of appropriation by the City or for any other reason. Any such termination shall be effected by delivery to the other party of a written notice specifying the date upon which termination becomes effective. In the event of termination, the ACRA shall be paid on a pro -rated basis, with the annual payment prorated to the date the termination becomes effective. XIII. JURISDICTION, VENUE AND ATTORNEYS FEES: The Jurisdiction and venue of any suit or cause of action under this Agreement shall lie in Pitkin County, Colorado. If it becomes necessary to bring any cause of action to enforce the terms of this Agreement, the prevailing party shall be awarded its legal costs including reasonable attorney fees. XIV. NOTICES: Any notices related to this Agreement shall be deemed given if mailed to the respective parties at the addresses below: Steve Barwick City Manager, City of Aspen 130 South Galena Street Aspen, CO 81611 970 - 920 -5205 Debbie Braun President and CEO of ACRA 425 Rio Grande Place Aspen, CO 81611 970 - 925 -1940 XV. COMPLIANCE WITH LAW: The ACRA shall not perform any of the services provided specified in this Agreement contrary to any local, state, or federal law. XVI. SEVERABILITY: Should any section of this Agreement be found to be invalid, all other sections shall remain in full force and effect as though severable from the part invalidated. XVII. INTENTION OF THE PARTIES: This Agreement contains the entire intention of the parties and may only be changed by a written document signed by the parties hereto. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be made the day and year first above written. CITY OF ASPEN, a Colorado municipal ASPEN CHAMBER RESORT corporation ASSOCIATION, a Colorado not - for - profit corporation By: Ga By: �� ity Manager President Attest: By: ,Oil s - City CC k Income VISITOR CENTERS Grants /Contract for Services 3050 $ 182,585 TOTAL INCOME $ 182,585 se Expense VISITOR CENTERS Expense -Salary Related Salaries 5020 $ 200,592.00 Payroll Taxes 5090 $ 18,053.28 • 401 (K) 5095 $ 1,300.00 Workers' Comp. 5100 $ 880.00 Medical Insurance 5120 $ 4,875.00 Wellness Benefit 5152 $ 600.00 TOTAL PAYROLL EXPENSES $ 226,300.28 Expense - General Accounting and Legal 6015 $ 2,500.00 Equip. Lease & Rent 6140 $ 3,600.00 Insurance D & 0 6160 $ 6,340.00 Information Technology 6170 $ 4,800.00 Maintenance & General Repairs 6190 $ 4,920.00 Maintenance Business Machine 6195 $ 1,280.00 Office Supplies 6200 $ 4,280.00 Postage 6240 $ 6,220.00 Rent & Utilities 6300 $ 36,200.00 Telephone 6360 $ 5,600.00 Toll Free 6370 $ 400.00 TOTAL GENERAL EXPENSES $ 76,140 TOTAL PAYROLL EXPENSES $ 226,300 TOTAL EXPENSES $ 302,440 TOTAL INCOME $ 182,585 INCOME MINUS EXPENSES $ (119,855) Calculation of ACRA2012 contract for services Total costs of visitor centers $ 302,440 Less rent allocated to rio grande 36,200 Net costs to allocate 266,240 costs to be covered by city* 0.70 City share of costs 186,368 events 70,225 256,593 2012 adjustment 2% Adjusted contract 261,720 addition for administration of 12 days of aspen 3,000.00 contract amount for 2012 $ 264,720 * 2/3 of facilities are city costs +adjustment for more days per week at wheeler and pavillion.