Loading...
HomeMy WebLinkAboutresolution.council.046-23RESOLUTION #46 (Series of 2023) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING THE CITY OF ASPEN AND ACRA TOURISM PROMOTION FUND AGREEMENT AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAID AGREEMENT ON BEHALF OF THE CITY OF ASPEN, COLORADO. WHEREAS, there has been submitted to the City Council the City of Aspen and ACRA Tourism Promotion Fund Agreement, to which are attached as exhibits Scope of Services for Destination Marketing and Visitor Center Operations and Facility Lease General Terms for 130 S. Galena Street, Aspen, by and between the City of Aspen and the Aspen Chamber Resort Association (ACRA), a true and accurate copy of which is attached hereto as Exhibit "A". 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 that City of Aspen and ACRA Tourism Promotion Fund Agreement, to which are attached as exhibits Scope of Services for Destination Marketing and Visitor Center Operations and Facility Lease General Terms for 130 S. Galena Street, Aspen, a copy of which is annexed hereto and incorporated herein, and does hereby authorize the City Manager to execute said agreement on behalf of the City of Aspen. INTRODUCED, READ AND ADOPTED by the City Council of the City of Aspen on the 28t" day of March 2023. Torre, Mayor I, Nicole Henning, 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, March 28, 2023. Nicole Henning, City Jerk DocuSign Envelope ID: 1DB779BD-46F5-4660-90CA-680D12058250 CITY OF ASPEN AND ACRA TOURISM PROMOTION FUND AGREEMENT THIS AGREEMENT is effective'this 1st day of January 2023, by and between the CITY OF ASPEN (the "City") and the ASPEN CHAMBER RESORT ASSOCIATION ("ACRA"), RECITALS 1. The City and ACRA entered into that certain Agreement dated February 27, 2001, which agreement has been renewed over the years, and the parties hereto desire to again renew said agreement. 2. The City Council has adopted Ordinance No. 45, Series of 2000, which imposes a 1.0% visitor benefits tax on condition that the voters of the City of Aspen approve the aforementioned ballot question at the November 7, 2000 municipal election, which the voters did approve. 3. Ordinance No. 45, Series of 2000, requires the City Council to appropriate 50% of all revenues generated by the original tax for marketing and promotional efforts for the City's tourism industry. 4. The City Council has adopted Ordinance No. 31, Series of 2010, which imposes an additional 1% visitor benefit and promotion tax on condition that the voters of the City of Aspen approve the ballot question set forth in Resolution No. 67, Series of 2010, at the November 2, 2010 municipal election, which the voters did approve. 5. Ordinance No. 31, Series 2010, requires the City Council to appropriate 100% of all revenues generated by the additional 1% tax for marketing and promotional efforts for the City's tourism industry. 6. Asa result, 25% of all revenues generated by the total 2% visitor benefit and promotion tax shall be used to enable the City to meet its financial obligations to the Roaring Fork Regional Transportation Authority or other similar transportation services provider, and 75% of all revenues generated shall be used for marketing and promotional efforts for the City's tourism industry. 7. The foregoing taxes are codified at Aspen Municipal Code Chapter 23.50, and are referred to herein as the Visitor Benefit Tax or "funds" or "marketing funds." The City desires to contract with an organization capable of performing the marketing and promotional efforts contemplated by said ordinance and funded by the Visitor Benefit Tax. 8. The Aspen Chamber Resort Association desires to contract with the City to receive funds appropriated by the City Council for tourism promotion activities and to thereafter perform such tourism promotion activities on behalf of the City of Aspen. AGREEMENT In consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the parties agree as follows: DocuSign Envelope ID: 1DB779BD-46F5-4660-90CA-680D12058250 1. Intent of the Parties. The parties to this Agreement agree that the following sets forth their intent in entering into this agreement and the principles set forth below shall help guide all future interpretations of this Agreement and the parties continuing relationship with respect to the expenditure of tourism promotion funds of the City of Aspen. a. The parties acknowledge that the City shall use funds generated by the visitor benefit and promotions tax imposed by Ordinance No. 45, Series of 2000, and Ordinance No. 31, Series 2010, to meet its financial obligations pursuant to this Agreement. Accordingly, the parties acknowledge that the purpose, limitations, and administrative requirements of such funds as set forth in said ordinances shall apply to this Agreement. b. The parties hereby enter into a continuing relationship for the multi -year planning and implementation of tourism promotion activities as set forth herein. 2. Term. The term of this Agreement shall be from January 1, 2023, through December 31, 2028. This Agreement shall renew automatically for the period of January 1, 2028 to December 31, 2033, unless either party provides notice to the other of its intent not to renew, which notice shall be delivered in writing no later than June 30, 2027. This agreement may be terminated by either party as set forth in Section 13, below. 3. Scope of Services for Marketing and Visitor Services.- A Scope of Services for Marketing and Visitor Services is attached hereto as Exhibit "A" and incorporated herein by this reference. Such Scope of Services shall apply for each calendar year. 4. Facility Lease for 130 S. Galena Street. The City will lease to ACRA administrative office space and visitor center space during the term of this Agreement, with specific agreed -upon terms set forth on the attached "Exhibit B." The consideration for such lease are the terms and conditions of this Agreement, including but not limited to the lease terms on "Exhibit B." S. Changes to the Scope of Services. Nothing in this agreement prevents the ACRA and the City from entering into additional agreements, as may be amenable to the parties. These agreements may be executed as additional Scope of Services and attached herein during the term of this Agreement. Further, this Agreement maybe amended, but only in a writing signed by both parties. Any such amendment shall become incorporated herein. 6. Budgeting. ACRA shall submit a detailed marketing program and expense budget for inclusion in the City's budgeting packets, along with a review of the previous year's program. The City Manager shall provide budget recommendations, including an estimate of prospective tax proceeds, general fund contributions, prior year carry -forward balance, and interest income. The ACRA is allowed and encouraged to attend and advise the City Council at all such public meetings where the marketing program and budget is discussed. During the course of the year, ACRA may submit a revised budget to the City Manager for her consideration in order to accomplish such additional strategic marketing objectives as ACRA may identify or to request a significant reduction in marketing strategies previously approved. The City Manager shall provide a recommendation on the revised budget and schedule consideration of the DocuSign Envelope ID: 1DB779BD-46F5-4660-90CA-680D12058250 request with City Council. City Council may approve the revised budget as it may deem necessary, with the understanding that City Council need not approve such a revised budget unless revenues from the Visitor Benefit Tax are available. 7. Reporting. ACRA shall provide reports to the City on the fund and expenditures from it, including quarterly income and expense statements, statements and any independent reviews or audits that ACRA receives, and an annual report of all revenues and expenditures from the fund. Reports shall be submitted within 90 days after the closure of the books for a quarter. In addition ACRA will provide destination marketing activity reports in City Council's informational packet following the ACRA board of directors meeting on a monthly basis. 8. Accounting. The City shall pay all actual lodging tax revenues generated by the Visitor Benefit Tax during the term of this Agreement to ACRA as they are generated from the City of Aspen each month, except for such funds as have been designated in the approved Budget to be deposited in the reserve account described in Paragraph 11 below. ACRA shall be responsible for paying its vendors, suppliers, subcontractors, staff, and the like. ACRA shall maintain the tax fund receipts in a separate and interest -bearing bank account from its other funds. The City may inspect ACRA's records upon reasonable notice. ACRA shall account for any funds not expended for the purposes set forth in this Agreement. The City of Aspen shall invoice ACRA for all amounts due to be paid to the City of Aspen from the marketing funds. 9. Independent Audit. ACRA shall cause an independent third -party audit of its use of the Visitor Benefit Tax no later than June 30, 2025. Thereafter, ACRA shall cause an independent third -party audit every three (3) years, due on June 301h of such year. The results of this audit shall be reported, as noted in section 7. 10. City Tax Auditing Expenses. ACRA shall contribute to the funding of the City of Aspen's Auditor in the amount of 1.5% of tax collections, not to exceed $100,000 in any fiscal year. 11. Reserves. ACRA's budget shall include a reserve account of $300,000. The funds in the reserve account shall be held for use to supplement actual tax revenues in the event of an economic downturn. Specifically, if the actual tax revenues for the 12 months prior have paced at a decrease of at least 5 percent from the prior 12 months, ACRA may request that a specific amount of reserve funds be appropriated as a supplement to the actual tax revenues. The reserve shall be held as a restricted fund balance by the City of Aspen in the City Tourism Promotion Fund, separate and distinct from any other funds or accounts used or maintained by the City for any other purposes. The funds in the reserve account will be appropriated to be used for the marketing program proposed by ACRA upon written request to and approval by City Council. The reserve funds shall not be used to fund any specific event or sponsorship request that is not part of the annual marketing plan. The reserve funds may be used for no purpose other than a purpose that is (a) permitted pursuant to Ordinance No. 31, Series 2010 and (b) supplements the tax revenues appropriated following a 12-month period during which tax revenues have decreased. The funds in the reserve account are separate and distinct from any funds paid to and set aside by ACRA to provide contingency or cash flow during the budget year. 12. Equal Access. Any and all businesses within the City shall be permitted equal access and opportunity to participate in cooperative advertising efforts and package promotions specifically related to and supported by the use of the marketing funds referenced in this Agreement, whether or not the DocuSign Envelope ID: 1DB779BD-46F5-4660-90CA-680D12058250 business is a member of the ACRA or the Aspen Lodging Association. That is, to the maximum extent possible, ACRA shall make a distinction between member service and other existing programs supported by membership dues, and new programs supported by the City and this Agreement, and as to the latter, not discriminate based on membership in the organizations. 13. Termination. Either party may terminate this Agreement for material breach of the other party, provided that the non -breaching party shall provide 60 days written notice to the other party specifying the material breach and provide a 60-day opportunity to cure. If such breach remains uncured at the expiration of such period, the termination shall be effective on the 615` day after the notice. Notwithstanding termination, each party shall be entitled to payment for services provided through the effective date of the termination. Further, payments for any contracts entered into as part of the marketing plan approved by the City of Aspen shall be paid by the parties out of the Marketing Funds appropriated to ACRA under Paragraph 8 or from the reserve funds referred to in Paragraph 11, so as to avoid any default under such contracts. Either party may terminate this agreement without cause effective on December 31, of any year covered by the agreement; provided, however, that written notice is delivered to the other party not later than June 30 of the year that termination is to become effective. In the event the City terminates without cause, the City shall reimburse ACRA's moving expenses incurred to vacate the then occupied premises. 14. Assignment. This agreement shall not be assigned by either party without the prior written agreement of the other party. 15. Not to Participate in or Influence_ Elections with Marketing Funds._ ACRA shall not use fund proceeds to influence the outcome of any election. Further, should ACRA take a position on an election matter, it shall disclose to the public that the marketing funds are not the source of funds used by ACRA to develop and advise of its position in its campaign information. 16. Non -Discrimination. ACRA shall provide marketing services, visitor center(s), and visitor 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. 17. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, representatives, successors and assigns and to any person into or with which any party hereto may merge, consolidate, or reorganize. 18. Acknowledgements. The parties declared that they have read and understand the terms of this Agreement, that they have had an opportunity to be represented by counsel with regard to the execution of this Agreement, and that they execute this Agreement voluntarily and without being pressured or influenced by any statement or representation made by any person acting on behalf of anyone else. 19. Indemnification. ACRA agrees to indemnify and hold harmless the City, its officers, employees, insurers, from and against all liability, claims and demands on account of injury, loss, or damage, arising out of or in any manner connected with this Agreement, if such injury, loss, or damage is caused in whole or part, or is claimed to be caused in whole or part by, the act, omission, error, DocuSign Envelope ID: 1DB779BD-46F5-4660-90CA-680D12058250 mistake, negligence, or other fault of ACRA, employee, representative, or agent. ACRA agrees to investigate, handle, respond to, and to provide a defense for and defend against any such liability, claims or demands at the sole expense of ACRA, or at the option of the City, ACRA agree to pay the City or reimburse the City for the defense costs incurred by the City in connection with, any such liability, claims or demands. If it is determined by the final judgment of a court of competent jurisdiction that such injury, loss, or damage was caused in whole or part by the act, omission, or other fault of the City, its officers, or its employees, the City shall reimburse ACRA for the portion of the judgment attributable to such act, omission, or other fault of the City, its officers, or employees. If any lawsuit challenges the City's authority to impose the visitor benefits tax, the City shall be primarily responsible for the defense of the suit. 21. Attorneys' Fees. In any dispute regarding this Agreement, the substantially prevailing party shall be entitled to an award of its attorneys' fees, costs, expenses, and expert fees. 20. No Warranties. Except as expressly set forth in this Agreement, the parties have not made and make no other representations, warranties, statements, promises or agreements to each other. 21. Entire Agreement. The parties agree that this Agreement represents the entire agreement and supersedes all prior agreements between and among them with regard to the subject matter set forth herein, and may not be amended nor may any condition contained herein be waived except by written instrument signed by all parties. 22. Notices. Any written notices as called for herein may be hand delivered to the respective persons and/or addresses listed below or mailed by certified mail return receipt requested, to: City: City Manager City of Aspen 427 Rio Grande Place Aspen, Colorado 81611 With copy to: City Attorney City of Aspen 427 Rio Grande Place Aspen, Colorado 81611 ACRA: Debbie Braun, President and CEO Jennifer Albright Carney, COO 590 North Mill Street Aspen, Colorado 81611 With Copy to: Maria Morrow Oates, Knezevich, Gardenswartz, Kelly & Morrow, P.C. 533 East Hopkins Ave. —Third Floor Aspen, Colorado 81611 23. Counterpart Signatures. This document may be executed in counterpart original copies, with the original signatures on separate pages to be collated together on one original form of the agreement. CITY OF ASPEN, a municipal corporation DocuSign Envelope ID: 1DB779BD-46F5-4660-90CA-680D12058250 57DA402114FE1942V Docuftmd br..OocuElpn�d hy. r' l'�Attest: P{Io[�. If {t.1M1.dIl,iRA.I By: Sara Ott, City Manager City Clerk Attest: Secretary ASPEN CHAMBER RESORT ASSOCIATION u Ma -1G13f6,50kwn _ By: Debbie Braun, President DocuSign Envelope ID: 1DB779BD-46F5-4660-90CA-680D12058250 Exhibit A Scope of Services for Destination Marketing and Visitor Center Operations SECTION I: Destination Marketing Services A. General Nature and Content of Services Produced. The general nature and content of advertising paid for by the marketing fund shall follow these guidelines: the purpose of advertising and promotion shall be to enhance the year-round economy, benefit resident quality of life, and support public welfare of the City as a whole; advertising and promotional efforts shall avoid undue emphasis upon any particular commercial activity or enterprise that might be construed to create a competitive disadvantage to other similar commercial enterprises; and there shall be no advertising or promotion that is misleading or deceptive and therefore opposed to the public interest or prejudicial to the interests of the City. B. Destination Marketing Plan. ACRA shall present a marketing plan and budget for City Council's consideration for the forthcoming calendar year. City Council may approve the budget for the marketing plan as it may deem necessary ("Destination Marketing Plan"). The Destination Marketing Plan shall include the following: 1. planning and implementing the advertisement, promotion, development and management of tourism and special events in the City of Aspen. 2. tourism advertising, written and graphic materials, and cooperative and matching promotional materials; 3. gathering and disseminating information on the tourist industries and attractions of the City of Aspen; 4. purchasing such equipment, materials, and supplies as shall be necessary, to be used solely for tourist promotion; 5. contracting for those services and materials as may be incidental, necessary, and appropriate to the accomplishment of the purposes of the fund, including but not limited to, administrative, secretarial, clerical, or professional services deemed necessary; 6. attracting and supporting conferences, conventions, and meetings of a commercial, cultural, educational, or social nature to the City of Aspen; 7. attracting and supporting sporting events and social and cultural events sponsored by non- profit organizations; 8. staffing, operation and programming for the ACRA Visitor Centers, details of which are included in Visitor Center section below. The City of Aspen and ACRA agree that Winterskol and the FOOD & WINE Classic in Aspen are destination worthy and locally serving events. Further, should ACRA, at its own discretion and direction, DocuSign Envelope ID: 1DB779BD-46F5-4660-90CA-680D12058250 chose to continue to produce such events, such events shall be included in the Destination Marketing Plan. C. Destination Marketing Plan Implementation. ACRA shall be solely responsible for planning and implementation of specific details of the Destination Marketing Plan, and may include the lodging community in such planning. ACRA shall monitor the program and ensure conformance to its budget. At least 62 percent of the funds are to be expended on program costs, rather than on support or staff. ACRA shall not use fund proceeds for operational costs or expenses not directly attributable to the purposes of this Agreement, or for expenses not identified in its annual marketing plan and budget (initial or revised) as approved by the City Council. D. Marketing Advisory Committee: ACRA's Marketing Advisory Committee shall meet at least annually in the last quarter of each calendar year to review the Destination Marketing Plan for the City's following fiscal year, prior to presentation to the City Council. ACRA may also present to the Aspen Lodging Association dependent on the status of that organization. The City Manager shall appoint two city staff to the Marketing Advisory Committee. SECTION II: Visitor Center Operations A. Provision of Visitor Center(s). Throughout the term of this Agreement, the City of Aspen shall provide at least two visitor centers (one main visitor's center and one ancillary visitor's center) wherein information and services will be provided to visitors and residents, creating a welcoming experience to the City of Aspen. ACRA will staff, operate, and program the City of Aspen Visitor Centers, as part of its annual Destination Marketing Plan. Visitor Centers will generally be a clearing house for all Aspen information of interest to guests. ACRA shall provide information and services to the general public including current events and activities, tips for responsible and respectful visitation, the physical layout of Aspen, directions, business information, and lodging information to facilitate lodging reservations. Information and referrals provided from all Visitor Center 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. B. Visitor Center Location[s). ACRA will operate the City of Aspen Visitors Centers, in accordance with the budget approved as part of the Destination Marketing Plan. As of commencement of this agreement, currently includes three locations as follows: 590 North Mill Street, Wheeler Opera House, and the Guest Services Pavilion. Upon occupancy of intended move to the Armory, 590 North Mill Street will cease operations. The total number of in town visitor center locations, and hours of operations subject to change, but there shall always be one main visitor center, and one outpost visitor center. C. Visitor Center Hours. ACRA will make every effort to ensure that visitor centers are staffed to accommodate visitor flows, typically with a Monday— Friday presence from 8:30am-5pm, in addition to weekend hours as needed seasonally for at least one downtown core location. ACRA will provide at least one Visitor Center year around. ACRA will make reasonable efforts to have the Armory visitor center open during Saturday Market Hours from June 1— Labor Day weekend each year. D. Visitor Center Reporting. The ACRA shall maintain traffic flow reports documenting visitor center traffic by day and shall supply such reports to the City upon request. Per ACRA review of visitor center DocuSign Envelope ID: 1 DB779BD-46F5-4660-90CA-680D12058250 data, ACRA, at its own discretion, may amend hours of operation, scheduling, staffing and/or suspend services at a location. E. Responsibility for Visitor Center Facilities. 1. The City shall be responsible for maintaining the visitor center facilities in good repair, except for maintenance necessitated by the negligent acts of ACRA or its agents. 2. It is intended ACRA will retain use of existing guest service pavilion structure through the 2022-2023 winter season and summer of 2023. The City of Aspen will continue to make utilities available at the guest services pavilion at the current service level. A new pavilion structure/moveable option may be implemented to replace existing structure on/or around October 1, 2023 to align with the target ACRA move in date to the Armory. Replacement to begin October 1, 2023 may be weather dependent. ACRA will provide the City with proposed concept structures/moveable options to replace the pavilion for consideration. Should the existing pavilion be removed, the City will be responsible for permitting and the expense to remove. 3. During the term of this Agreement, maintenance responsibilities for the 590 North Mill Street and Armory spaces shall be as specified in the Lease Agreement(s) between ACRA and the City. 4. The City will provide signage as appropriate on main thoroughfares to direct visitors to the facilities. S. The City of Aspen 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. Should a new pavilion structure be implemented, the City of Aspen will continue to provide snow removal services. SECTION Ill. Other Restrictions and Provisions. A. Public Presentation of Marketing Information. ACRA will provide 8 complimentary admissions to the City to any event intended to present the status of marketing efforts, marketing research, or the use of marketing funds. B. U.S. Forest Service Partnership. The Parties will work together to enter into a mutually agreeable partnership contract with the US Forest Service, to fund additional support services -- including staffing from the US Forest Service to be located within the main City of Aspen visitor center location. The objective of the partnership is to provide useful and relevant trail condition, public land etiquette, federal public land permitting and information, and educational opportunities as appropriate. ACRA and the City will make good faith efforts to negotiate a contract for such services to be available no later than summer 2024. DocuSign Envelope ID: 1DB779BD-46F5-4660-90CA-680D12058250 Exhibit B Facility Lease General Terms for 130 S. Galena Street, Aspen A. Intent Prior to Renovation. ACRA and the City agree that ACRA will relocate its administrative offices for destination marketing, ACRA membership services, and main visitor center to the Armory at 130 S. Galena Street, Aspen, Co 81611 with a target of October 1, 2023, but no later than October 1, 2024. B. Description of the Premises for Interim Use. ACRA will have exclusive use of the first floor of the building for administrative office functions and for the City of Aspen Visitor Center. A diagram of the currently proposed layout is attached hereto. The lease will include the right to use common space containing bathrooms, kitchen, elevator, meeting rooms, and the lawn at Connor Park. The City of Aspen will provide utilities, recycling, trash, security and parking. C. Interim mature of Use. ACRA and the City recognize that the City intends to complete a significant renovation of the property at 130 S. Galena Street, and during such time of renovations, ACRA will be required to relocate, at its expense, its administrative offices, furniture, and materials for the duration of the renovation activities. The City and ACRA shall split 50/50 the cost and expense of ACRA moving into the Amory with a maximum payment of $7,500 by the City. The expenses of ACRA moving the visitor center operations and destination marketing staff out of the Armory for the renovation, and back into the Armory after the renovation, shall be submitted as part of the destination marketing funds budget, and paid from destination marketing funds. Rent shall be abated for the period of the renovation, until the City of Aspen re -delivers the premises as set forth in Paragraph F below. In the event the City of Aspen has vacant spaces available in other facilities or leaseholds, the City of Aspen shall provide ACRA a first right to occupy such spaces at rental rates consistent with the Lease D. Notice to Vacate. The City will provide no less than 180-day notice of vacate the premises at the Armory. E. Rent. In consideration for ACRA's agreement to move its offices on multiple occasions during the term, ACRA's base rent under the Lease shall be discounted to annual rate of $23.37 per square foot of occupiable administrative office space for the entire term. ACRA shall pay a prorated share of common expenses, such as recycling, trash, and common area maintenance. The prorated share shall be not greater than the square footage of the ACRA occupiable administrative offices divided by the square footage of the total amount of occupied space (not including common space, storage space, or other space that is not occupiable as an office) in the 130 S. Galena Street building. For clarity, the calculation of ACRA's "occupiable administrative office space" shall not include entryways, passageways, hallways, common storage areas, or circulation areas. ACRA shall not be required to pay any rent, whether base rent or common area charges, for the City of Aspen's Visitor Center space. The City of Aspen shall be responsible for the cost of alternative visitor center space during the renovation. F. After the renovation of 130 S. Galena Street, the City of Aspen shall provide ACRA with exclusive use of not less than 2,500 square feet of finished occupiable administrative office space. The amount of space may be reduced below 2500 square feet if the parties mutually agree in writing. The space shall be fully finished, with flooring, lighting, painted walls, wiring, plumbing and utilities installed at the request, advice and approval of ACRA. The building itself shall provide additional space for use by ACRA DocuSign Envelope ID: 1DB779BD-46F5-4660-90CA-680D12058250 of common bathrooms, kitchen, elevator and meeting rooms. ACRA shall be entitled to occupy the new facility on the same terms and conditions of the Lease, except that the rent and CAMS shall be re - prorated to reflect the new occupiable administrative office space. Additionally, ACRA will have exclusive use of approximately 1,000 square feet of finished space for the City of Aspen visitor center on the first floor. Rent for the new occupiable administrative office space after the renovation shall be renegotiated prior to the commencement of occupancy. The parties shall use their best good faith efforts to determine and agree upon a monthly rent. The parties acknowledge and agree that the purpose of the rent adjustment is not to align the rent with rates in the free market, and that the rent being charged under the Lease is intentionally below market due to ACRA's status as a non-profit organization. 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 appraisers 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 new 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. G. The term of the Lease shall be five (5) years with the right to renew consistent with the Tourism Promotion Fund Agreement, to which this Exhibit "B" is attached. In the event the City of Aspen lawfully terminates this Agreement as to the destination marketing services, ACRA may vacate the Visitor's Center and fifty percent of the administrative office space, through the remainder of the term of the Lease. The Lease shall remain in effect as to the remainder of the space until the end of the term, with rent and common expenses to be re -prorated to the square footage occupied. H. Completion of the Final Lease. ACRA and the City agree to work in good faith to finalize the lease for 130 S. Galena Street by May 31, 2023, incorporating these terms. DocuSign Envelope ID: 1DB779BD-46F5-4660-90CA-680D12058250 2022 Master Contract (execution copy)[9] Final Audit Report 2023-03-20 Created: 2023-03-20 By: John Davies Qdavies@aspenchamber.org) Status: Signed Transaction ID: CBJCHBCAABAAOIIDfGQZet5OUkmhfzlHAGOT764gnx_c "2022 Master Contract (execution copy)[9]" History Document created by John Davies Qdavies@aspenchamber.org) 2023-03-20 - 9:51:03 PM GMT P- 4 Document emailed to Debbie Braunn (dbraun@aspenchamber.org) for signature 2023-03-20 - 9:51:21 PM GMT Email viewed by Debbie Braunn (dbraun@aspenchamber.org) 2023-03-20 - 9:58:12 PM GMT do Document e-signed by Debbie Braunn (dbraun@aspenchamber.org) Signature Date: 2023-03-20 - 9:58:26 PM GMT - Time Source: server Agreement completed. 2023-03-20 - 9:58:28 PM GMT Names and email addresses are entered into the Acrobat Sign service by Acrobat Sign users and are unverified unless otherwise noted. M Adobe Acrobat Stgn