HomeMy WebLinkAboutresolution.council.133-23RESOLUTION #133
(Series of 2023)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN,
COLORADO, APPROVING A LEASE AGREEMENT BETWEEN THE CITY OF
ASPEN AND RED MOUNTAIN GRILL RESTAURANT LLC
AUTHORIZING THE CITY MANAGER TO EXECUTE SAID L E A S E
AGREEMENT ON BEHALF OF THE CITY OF ASPEN, COLORADO.
WHEREAS, there has been submitted to the City Council a Lease
Agreement between the City of Aspen and Red Mountain Grill Restaurant
LLC, 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 Lease
Agreement for the Aspen Golf Club Restaurant between the City of Aspen
and Red Mountain Grill Restaurant LLC, a copy of which is annexed hereto and
incorporated herein and does hereby authorize the City Manager to execute said
Lease Agreement on behalf of the City of Aspen.
INTRODUCED, READ AND ADOPTED by the City Council of the City of
Aspen on the 10th day of October 2023.
EMSry I R ./
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, October 10, 2023.
C
i.GC�C•�
Nicole Henning, City C rk
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LEASE AGREEMENT
ASPEN GOLF C'1AIR RESTAURANT LEASE.
2423 (Jim Reel
THIS LEASE AGREEMENT is made and entered into this 28h day of August, 2023 by and between
The City of Aspen, 427 Rio Grande Place, Aspen, Colorado 81611 ("Landlord") and Red Mountain Grill,
Aspen, Colorado 81611 ("Tenant").
WITNESETH:
WHEREAS, Landlord is the owner of the real property and all of the improvements thereon, known as
Aspen Golf Shop and Restaurant Facility, located in Pitkin County, Colorado; and,
WHEREAS, Landlord desires to rent the Leased Premises, consisting of total approximately 3,823
square feet (restaurant/bar area 1,190 square feet, kitchen/prep/storage/office 845 square feet, 1,190 square
feet of exterior seating, 144 square feet of CO2 and Liquor storage) and shared common areas of
approximately 980 square feet (men's restroom 132 square feet, wuitien's restrootu 165 square feet, and
lounge foyer 483 square feet) as delineated on Exhibit .A attached hereto and incorporated bore -in and referred
to herein as the "Leased Premises", in accordance with the terms and conditions contained in this Lease
Agreement; and,
WHEREAS, Landlord represents to Tenant that the zoning applicable to the Leased Premises permits
the intended uses of the property as set forth herein; and,
WHEREAS, Tenant desires to lease from Landlord the Leased Premises in accordance with the terms
and conditions contained in this Lease Agreement.
NOW, THEREFORE, for and in consideration of the payments to be made hereunder, and in further
consideration of the terms, conditions, covenants and mutual promises contained herein, the parties hereto
agree as follows:
1. Lease of Premises. Landlord does hereby rent to Tenant the following described premises,
subject to the covenants and conditions hereinafter contained, to wit:
(a) That portion of Aspen Golf Club Clubhouse and Restaurant Facility, Pitkin
County, Colorado, delineated and outlined in red on Exhibit A attached hereto and
incorporated herein; and
(b) City owns 1 food and beverage cart for use on the golf course- Maintenance of
the food and beverage cart will be performed by the restaurant operator. It is agreed
that the carts are in working condition. Space to store one beverage cart shall be made
available by Landlord in the cart barn located on the Municipal Golf Course.
(c) The use of the Municipal Golf Course for the sole purpose of operating a food
and beverage cart service as outlined in Section 5, below.
for the
term, at the rents, and upon the conditions and covenants hereinafter set forth. Except as outlined in
Section 2, below, taking possession of the Leased Premises by Tenant shall constitute acknowledgment
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that such premises are in working condition and Landlord shall not be required to make any alterations
thereto, unless agreed to in advance and in writing by the City of Aspen and Landlord.
2. Equipment, Fixtures and Finishes Provided by Landlord and Tenant.
a) The parties hereby agree that the Landlord shall deliver:
a. Basic, four -walled space or equivalent for tenant's operational purpose including utility
hookups including electrical service panels, and rough -ins to code -required j-boxes as
currently installed and plumbing service as currently configured including water supply
lines, water heater, and sanitary drains to rough -ins.
• ANSI compliant lift as currently installed
• Fire suppression system as currently installed
■ Kitchen exhaust system as currently installed
• Existing Grease trap system as currently installed
• HVAC system as currently installed
• Exterior awnings as currently installed
• Mechanical Equipment to furnish heating, cooling, and ventilation to rough -ins:
ANSI compliant restrooms with basic fixtures: (I) ADA-compliant Lavatory
fixture per bathroom, (I) ADA-compliant, conventional toilet per bathroom, (I)
Urinal in Men's room, and ADA-required grab bars and Pipe -wraps and rough -
ins
The coordination of finishes between the landlord and tenant is imperative.
b) The parties agree that the Tenant shall supply, replace, and maintain:
• Kitchen and bar equipment
• All interior finishes including flooring and wall treatments
• Syrup/mixer/ beer runs to the bar
• DATA, Phone, AV System
• Custom sprinkler head trims; Additional sprinkler heads and/or service upgrades
required to address current layout/design changes
• Coolers, freezers and any other chilling apparatus
• Soap dispensers, hand -dryer units, sanitary napkin dispensers and waste receptacles
, stall partition dividers and related hardware, and decorative lighting and all related
in -wall rough -in and/or blocking
• Custom work
• Anything else necessary to operate the restaurant effectively and efficiently
c) Landlord has provided kitchen equipment, indoor furniture, outdoor furniture, one beverage
cart, Point of Sale System, and other related equipment for the restaurant operation outlined in
Exhibit B. All items of equipment and fixtures set forth at Exhibit B shall be maintained in
good working order by Tenant, at Tenant's own cost and expense, and shall be returned to the
Landlord upon termination of this Lease Agreement in the same condition as when accepted by
Tenant, ordinary wear and tear excepted. If the equipment or fixture is determined to be fully
depreciated, Tenant shall neither be required to purchase a new piece of equipment or fixture,
nor shall Landlord be obligated to rcplacc the fully depreciated equipment. Tenant shall operate
the equipment and fixtures in accordance with any operational manuals supplied by the
equipment or fixture manufacturer.
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3. Term. Unless sooner terminated, as provided herein, the lease term shall commence on
November 1st, 2023, and shall expire at on October 31, 2028. Tenant's occupancy of the Leased
Premises during this term shall be limited by paragraph 4, below. If Tenant is not in substantial default
of the terms of this Agreement, Tenant shall have the right to extend this Agreement. Substantial
default for purposes of this section shall mean and include all instances of a purported default
idcntified by Landlord in writing to Tenant and which has not been cured within a reasonable period of
time by Tenant. The lease shall be renewable, with one hundred twenty days written notice, at the
Tenant's option, for an additional five (5) years so long as the tenant is not in breach and has not been
in breach of any terms of this lease during the initial term. The fiscal year shall run concurrently with
the lease term to close the books, and all accounting details for the year are due no later than
November 15`h.
4. Occupancy of the Leased Premises. Tenant shall be entitled to occupy the Leased Premises
throughout the term of the lease; provided, however, that Tenant uses the premises as set forth in
Paragraph 5 below, and all other terms and conditions of this Lease Agreement. Tenant and Tenant's
employees at the Leased Premises shall be entitled to golf course privileges so long as an agreeable
food and beverage menu is provided to the Leasers golf staff. The parties agree to meet on the Leased
Premises within one week of either party requesting such a meeting to discuss Tenant's performance
and any other issues relating to the terms and conditions of this Lease Agreement.
5. Permitted Uses and Required Performance Standards. The parties hereto recognize and
acknowledge that the construction of the Aspen Golf Club Clubhouse and Restaurant Facility,
including the Leased Premises, by Landlord was done, in part, to create a restaurant facility that caters
to the customers and users of the Aspen Municipal Golf Course, tennis facilities, winter Nordic skiing
trails, and other related recreational facilities at the Municipal Golf Course. Tenant recognizes that a
major and important consideration inducing Landlord to rent the Leased Premises to Tenant is the
operation of a high -quality restaurant and concession business offering food and liquor services to the
customers and users of the recreational facilities at the Aspen Municipal Golf Course, Accordingly,
Tenant agrees to the following minimum standards of operation and uses of the Leased Premises:
(a) Golf season — Restaurant Services. Tenant shall operate the restaurant facility seven
days a week. The hours of operation of the restaurant facility shall be, at a minimum, as follows:
May I" — June 14'h 8:00 am — 8:00 pm
June 15'h — September 15'h 6:30 am — 9:00 pm
September 16th — October 31 st 8:30 am — 8:00 pm
Notwithstanding the previous sentence, Tenant shall provide coffee service no later than fifteen (15)
minutes prior to the first tee time of each day. Coffee service shall include regular and de-caffeinated
coffees, hot water for tea and cocoa, and quick service food items.
Before each summer season, the parties shall meet and agree upon a menu of foods that shall constitute
a minimum level of food service offered by Tenant to its customers. Liquor service shall include, at a
minimum, at least five brands of beer, three types of wine, and a full -service bar of hard liquor. A copy
of the 2024 proposed menu is appended hereto as Exhibit C. In addition, before each summer season,
the parties shall agree to the contents of a customer survey instrument to be used by the City to
determine customer satisfaction of the restaurant facilities. Tenant agrees to take all steps reasonably
necessary to achieve a minimum satisfaction level of "Good" or better on a scale that includes
"Excellent, Good, Fair, Poor or Unacceptable" as alternative responses. If level is at or below an
average of "Fair", the leaseholder shall have the opportunity to improve the level of satisfaction
through the next survey period. An example of the survey instrument for the 2024 golf season is
appended hereto as Exhibit E.
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Customers shall be permitted to pay for food service either in cash or credit card. All prices charged at
the restaurant and vending machines shall be approved by Landlord which approval shall not be
unreasonably withheld. Tenant acknowledges that speed of play at a golf course operation is important
to Landlord and accordingly, shall endeavor to provide quick food service to golfing customers going
from the ninth green to the tenth tee and golfers purchasing goods from the golf cart. During the hours
of operation for golfing customers and while on duty, employees of the golf and tennis departments of
the Landlord shall receive an agreed upon discount on all food (but not alcohol) service.
(b) Golf season — Beverage Cart Services. Tenant shall operate a food and beverage
(including liquor service with a minimum of two brands of beer and hard liquor service) cart service
for patrons playing golf. This service shall, at a minimum, be available seven days per week between
May 15"' and September 30t' of each calendar year from the hours of 10:00 am to 4:00 pm. The Golf
Manager has authority to adjust these dates and times with proper written notice and a minimum of 12
days' notice. The Golf Manager also has the authority to suspend the beverage cart services for days
when minimal play is expected, inclement weather, and golf course maintenance. The service shall be
provided by at least one beverage cart to be provided by Tenant. Tenant may use a second cart in
Tenants sole discretion. All prices charged from the food and beverage cart(s) shall be approved by
Landlord which approval shall not be unreasonably withheld. Landlord shall ensure that service
personnel operating the beverage cart show courtesy and professionalism to the golfing customers and
shall wear proper attire at all times.
(c) Vending machines. Tenant shall have the exclusive right to place vending machines
within the Aspen Municipal Golf Course property so long as they are properly serviced and
replenished. Landlord shall approve the number, type, products sold, and location of each vending
machine beforehand.
(d) Winter Season — Prior to each winter season, but no later than August 30`b, Tenant and
Landlord shall meet to discuss and agree upon the winter food service for the restaurant. At a
minimum service should commence for the winter season beginning November 1" and remain in
operation until April 30''. Minimum hours for the winter operation shall be 11:00 am to 7:00 pm
Wednesday thru Sunday. Winter food service shall include, at a minimum, soups, sandwiches, burgers,
and a full array of non-alcoholic and alcoholic beverages. Any additional winter food service shall be
at the sole discretion of Tenant.
(e) Special events — Tenant shall have the exclusive right to all food service on the Aspen
Municipal Golf Course. Any groups or outings desiring food service shall negotiate with Tenant for
such service. Tenant shall be encouraged by Landlord to work with large groups in pricing for such
events. Landlord shall encourage such groups to use the Municipal Golf Course for such special
events. Notwithstanding any language to the contrary in this Agreement, the Aspen Jr. Golf group shall
have the right to schedule one special outing each year in which a picnic is authorized to take place on
the Aspen Jr. Golf driving range and practice area of the Municipal Course. Tenant shall not schedule
or serve any special eventthat is not authorized in advance and in writing by Landlord. Tenant shall
agree to cooperate with Landlord to allow Landlord to schedule certain special events on the Aspen
Municipal Golf Course. Upon notice from Landlord that such an event is to be scheduled, Tenant
agrees to cooperate in providing food service for the event at a reduced cost (no less than 15%) and
subject to negotiation between Landlord and Tenant.
Notwithstanding any language to the contrary contained herein, Landlord shall have the right to use the
area commonly referred to as the "front foyer" for use by the public or private functions approved by
Landlord.
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6. Prohibited Uses. Tenant will not use, occupy, or permit the Leased Premises or any part
thereof to be used or occupied for any unlawful or illegal business, use, or purposes deemed by
Landlord to be disreputable, or hazardous, nor in such manner as to constitute a nuisance of any kind,
nor for any purpose or in any way in violation of any present or future laws, rules, requirements,
orders, directions, ordinances or regulations of the United States of America, State of Colorado,
County Pitkin, City of Aspen, or other municipal, governmental, or lawful authority whatsoever.
Tenant shall not do or permit anything to be done in or about the Leased Premises or bring or keep
anything therein which will in any way increase the rate of fire insurance upon the Building wherein
the Premises are situated. Tenant shall, at its sole cost and expense, comply with any and all
requirements pertaining to the Leased Premises of any insurance company necessary for the
maintenance of reasonable fire and public liability insurance covering the Leased Premises. Tenant
shall promptly comply with all laws, ordinances, orders, and regulations affecting the Leased Premises
and the cleanliness, safety, and use of the same, including installation of additional facilities as
required for the conduct and continuance of Tenant's business on the Leased Premises. No auction for
fire or bankruptcy sales may be conducted on the Leased Premises without Landlord's consent.
7. Service to PatronslNo Discrimination. The service provided to patrons by Tenant shall be rendered
courteously and efficiently. Landlord reserves the right to prohibit the sale of any item that it deems
reasonably objectionable, and shall have the right to order the improvement of the quality of either the
merchandise or the services rendered. Landlord's right to prohibit the sale of any item shall not be
exercised unreasonably. Tenant shall not discriminate against any employee or applicant for
employment because of race, religion, color, creed, ancestry, sex, age, sexual orientation or national
origin. Tenant and Tenant's employees shall not discriminate against any person because of race,
religion, color, creed, ancestry, sex, age, sexual orientation or national origin by refusing to furnish
such person any service or privilege offered to or enjoyed by the general public. Neither Tenant nor
Tenant's employees shall publicize the services provided hereunder in any manner that would directly
or inferentially reflect on the acceptability of the patrons of any person because of race, religion, color,
creed, ancestry, sex, age, sexual orientation or national origin.
8. Ernployec Uniform. Shall consist of a minimum, golf type shirts with Restaurant Logo or Aspen Golf
Club logos and appropriate pants and/or shorts.
9. Entertainment. Live entertainment and the use or playing of televisions, stereo systems, games, and
the type and volume of music, shall be approved by Landlord before implementation. Landlord's
approval shall not be unreasonably withheld.
10. Parkin . Tenant's patrons and employees shall be able to use the public parking lot available for
patrons of the Aspen Golf Club. At no time, however, shall Tenant's rights under this Lease extend to
parking areas designated for use by the residential tenants of Truscott Place,
11. Rent. Tenant agrees to pay Landlord as rent for the premises a Base Rent and a Percentage of
Gross Sales as set forth herein.
i. Tenant agrees to pay Landlord a fixed minimum annual Base Rent for each Lease Year
during the term of this Lease Agreement, which initial rent shall be $53,522.00 14.00
/ square foot of leasable space). The Base Rent shall be payable in monthlY 1MMents
ofof�17, due on the first day of each calendar month during the term hereof
without prior demand. This payment includes 20% of all utilities and 50% of all trash
services. Utility costs are subject to change and will be evaluated annually for possible
adjustments for the following year. These changes will be incorporated to the annual
base rent amount for the following year. After the initial Lease Year and every Lease
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Year thereafter, including any Lease Years after the Initial Term, the Base Rent shall
be adjusted upward, based upon increases (if any) in the cost of living during the
preceding Lease Year using the " Price Index", all as more fully described in Exhibit
B appended hereto and made a part hereof. The Base Rent shall be payable in equal
monthly installments due on the first day of each calendar month during the term
hereof without prior demand.
ii. The Percentage of Gross Sales for each Lease Year, including Lease years during any
renewal term, shall be 8% of all Gross Sales Greater than $500,000 but no more than
$800,000 for the initial year, and increase by 2% annually. (As more fully described in
Exhibit B)
a) In addition, within thirty (30) days after the end of each Lease Year, Tenant
shall deliver to Landlord a written statement signed by Tenant or by some other person
acceptable to Landlord, setting forth the amount of Tenant's gross sales for the
preceding Lease Year. The document signed by tenant shall certify that the gross sales
have been computed in accordance with the definition given below, and the statement
shall be sufficiently detailed to show it was in fact prepared in accordance with such
definition.
b) In operating on the Leased Premises, the Tenant agrees to issue a serially -
numbered duplicate sales slip, invoice, non-resettable cash register receipt, or other
record approved by Landlord, with each sale of any kind, except sales form beverage
carts and vending machines. All daily gross receipts attributable to sales from beverage
carts shall be recorded on a daily basis through the cash register. All gross sales
attributed to vending machines shall be recorded monthly and made available to
Landlord. During the term of the Lease, Tenant shall keep accurate records of all his
operations. These records shall conform to generally accepted accounting practices,
and shall include records of gross sales and of receipts and deliveries of all
merchandise. Tenant shall keep all the documents relating to Tenant's operations for at
least thirty-six (36) months from the end of the Lease Year to which they apply. If any
audit is required, or Tenant and Landlord disagree about the rent, Tenant will keep its
records until the audit is completed or the disagreement is settled.
The following items , if applicable, shall be deducted from gross sales:
1.) Refunds or customer discounts included in gross sales;
2.) Return to shippers and manufacturers;
3.) Sale of trade fixtures or operating equipment;
4.) Sums received in settlement of claims of loss or damage of merchandise;
5.) Retail sales tax recorded at the time of each sale and expressly charged to
the customer;
6.) Postage charged to customers; and
7.) Co-operative advertising revenues provided by suppliers;
8.) All property and sales taxes paid by Tenant.
c) At any reasonable time, and following 5 business days notice in writing to
Tenant, Landlord or Landlord's authorized representative may audit any of Tenant's
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records of gross sales. If, when Landlord audits the records for a Lease Year based on
normal accounting procedures, it finds that the Tenant has understated its gross sales for
the Lease Year by one percent (1%) or more, Tenant shall be required to pay for the
audit, and shall promptly deliver to Landlord the difference Tenant owes it, plus interest
on such difference at the rate of eighteen percent (18%) per annum from the first day of
the current Lease Year to the date such difference is paid. If such audit discloses that
Tenant has understated his gross sales for that Lease Year by one percent (1%) or more,
Landlord shall be permitted to treat such event as a material default hereunder. In this
matter, the report of Landlord's accountant shall be binding and conclusive.
(d) In the event that Tenant and Landlord determine to extend the term of this lease
beyond the initial five year term, Landlord and Tenant agree that the minimum annual
rental amount for each Lease Year following the initial five year term shall be increased
by a minimum using the Consumer Price Index (CPI) adjustment as set forth in Exhibit
D, and no more than 125% of the first Lease Year minimum rental rate, provided that
the CPI increase is less than a 125% increase. The parties shall negotiate in good faith
the actual minimum rental rate within these two amounts.
(e) In addition it is understood that the City owns a considerable amount of
equipment that the operator is allowed to use under the duration of this lease. Any
equipment that becomes inoperable during this period of time should be repaired or
replaced at the Landlords expense.
12. Accounti�. In addition to the accounting to be provided to Landlord pursuant to paragraph 11,
above, Tenant shall provide Landlord: a) with copies of the quarterly sales and withholding tax
statements it provides to the appropriate authorities, with a notation thereon by Tenant's accountants
reflecting the portion of the income reflected on those returns that is derived from the gross sales; and,
b) statements prepared by Tenant's accountants reflecting the gross sales and sales taxes paid by
Tenant for each Occupancy Period.
13. Lat�Char-cs. The Tenant hereby acknowledges that late payment by Tenant to Landlord of
rent or other sums due hereunder will cause Landlord to incur costs not contemplated by this Lease, the
exact amount of which shall be extremely difficult to ascertain. Such costs include, but are not limited
to, processing and accounting charges and the late charges. Accordingly, if any bona fide installment
of rent or any other sum due from Tenant hereunder shall not be received by Landlord or Landlord's
designee on or before the twentieth (20th) day of each calendar month that a rent payment is due, then
Tenant shall pay to Landlord a late charge of ten percent (10%) on such overdue amount. The parties
hereby agree that such a late charge will represent a fair and reasonable settlement of the cost that
Landlord would incur by reason of the late payment by Tenant. Acceptance of such late charges by
Landlord shall in no event constitute a waiver of Tenant's default with respect to such overdue amount,
nor prevent Landlord from exercising any of the other rights and remedies granted hereunder unless the
entire amount due, plus late charge, is accepted by Landlord. In addition, any sum for which the
Tenant shall be obligated to the Landlord, which is not received on the due date thereof, shall bear
interest at the rate of ten percent (10%) per annum from and after the due date until paid.
14. Personal and Real propgM Taxes. Tenant shall pay, as additional rent hereunder, all personal
property taxes assessed against the personal property used by Tenant and located on the Leased
Premises. Likewise, Tenant shall be responsible for any and all sales, use, withholding and other taxes
assessed against the Leased Premises for Tenant's business operation therein. Landlord shall pay any
real estate taxes assessed upon the Leased Premises, except for leasehold property interest taxes
referenced abovc.
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15. Fire and Casualty Insurance. The Tenant, at its own cost and expense, shall provide and keep
in full force for the benefit of the Tenant and the City and the Landlord (as named or additional
insureds) during the term hereof or any extension or renewal period, insurance to insure the Leased
Premises against fire, normal extended coverage perils, vandalism, malicious mischief, and liability.
Such insurance shall provide protection to the extent of at least one hundred percent (100%) of the
insurable replacement cost of the building containing the Leased Premises. In connection herewith, it
is acknowledged that Landlord, for ease of administration, is carrying such insurance upon the entire
Aspen Golf Shop and Restaurant Facility. Accordingly, Tenant shall pay to Landlord Tenant's
prorated share of the insurance premium Landlord pays to insure the Leased Premises. Tenant's
prorated share shall be equal to a sum calculated by dividing 2,243 by the total number of square feet
of the Aspen Golf Shop and Restaurant Facility on the Municipal Golf Course and multiplying the
resulting dividend by the annual premium paid by Landlord for such insurance. This premium shall be
paid to Landlord within ten (10) days of Tenant's receipt of notice of the amount due from Landlord.
Throughout the term of this Lease, the Tenant shall cant' and maintain in effect casualty insurance
covering its trade fixtures, equipment, furnishings, leasehold improvements and plate glass, which
insurance shall protect against fire, normal extended coverage perils, vandalism, malicious mischief,
and sprinkler malfunction. Such insurance shall provide coverage to the extent of at least one hundred
percent (100%) of the insurable replacement cost of the insured property. Both the Landlord and the
Tenant waive any right of subrogation that their respective insurers may acquire against either of them.
Both of these waivers shall automatically terminate at such time as either parry's insurer requires that
an additional premium be paid as a consequence of this waiver provision.
16. Liability Insurance. The Tenant, at its own cost and expense, shall provide and keep in full
force for the benefit of the Tenant and the Landlord (as named or additional insureds) during the term
hereof or any extension or renewal period, general public liability insurance for claims of liability
arising out of, occasioned by or resulting from an accident or otherwise in or about the Leased
Premises, for One Million Dollars ($1,000,000.00) each occurrence with a Two Million Dollar
($2,000,000.00) general aggregate combined single limit covering bodily injury, property damage, and
personal injury. In addition, if Tenant serves, manufactures, or distributes alcoholic beverages on the
Leased Premises, Tenant shall carry liability insurance for such activity with limits in the same
amounts as stated above. The policy or policies of insurance (or binders of insurance therefore) shall
be issued by a reputable company or companies authorized to do business in this State and shall name
Landlord as an additional insured. Tenant shall provide evidence of such insurance coverage to
Landlord prior to the commencement of the term hereof. The Tenant also agrees to and shall save,
hold and keep harmless and indemnify the Landlord from and against any and all payments, expenses,
costs, attorneys' fees and/or damage to property or injuries to persons occasioned wholly or in part by
or resulting from any acts or omissions by the Tenant or any subtenants, assignees or successors. If for
any reason as a result of Tenant's activities, use, or business, it shall be impossible to obtain fire and
other hazard insurance on the buildings and improvements on the Leased Premises, in an amount and
with insurance companies acceptable to the Landlord, the Landlord may terminate this Lease and the
term hereof, upon giving to Tenant fifteen (15) days notice in writing of the Landlord's intention to do
so and upon the expiration of the time provided in said notice, this Lease and the term hereof shall
terminate. If by reason of the use of the Leased Premises by the Tenant or by character or manner in
which the Tenant's business is carried on, Landlord's insurance rates for fire and other hazards shall be
increased, the Tenant shall pay, as additional rent, the amounts by which the premiums for such
insurance are increased. The Tenant waives all rights of recovery against the Landlord or Landlord's
agents, employees or other representatives, for any loss, damages or injury of any nature whatsoever to
property or persons for which the Tenant is insured. Each party shall give the other party prompt
notice of any claim coming to the knowledge of any party that in any way directly or indirectly affects
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either party, and both parties shall have the right to participate in the defense of such claim to the
extent of its interest.
17. Notice of Cancellation of Insurance Coverage. The above insurance policies shall contain
clauses substantially similar to the following:
(a) Notwithstanding any other provision in this policy, the insurance afforded
hereunder to the Landlord shall be primary as to any other insurance or reinsurance covering
the Landlord and such other insurance or reinsurance shall not be required to contribute to any
liability until the appropriate limit of liability afforded hereunder is exhausted.
(b) This policy may not be canceled or changed until forty-five (45) days after receipt
by Landlord of a written notice of such cancellation or change in coverage, as endorsed by
receipt of a certified letter, unless such cancellation is a result of nonpayment of premium due,
in which case, this policy may not be canceled until ten (10) days after receipt by Landlord of a
written notice of such cancellation, as endorsed by receipt of a certified letter.
18. Utilities and Maintenance. The following utilities and services are included in the Tenant's
base rent: (20%) of all charges for gas, electricity, water, and sewer service; 50% for trash removal,
cleaning services of the restrooms on main level and the unisex restroom located off the deck area.
19. Alterations. No alterations, additions, or improvements shall be made, and no fixtures shall be
installed in or attached to the Leased Premises that are not listed, without the written consent of the
Landlord. Unless otherwise provided herein, all such alterations, additions or improvement when
made, installed in or attached to the said Leased Premises, shall belong to and become the property of
the Landlord and shall be surrendered with the Leased Premises as part thereof upon the expiration or
sooner termination of this Lease, without hindrance, molestation, or injury. Notwithstanding that they
may have become an integral part of the Leased Premises, Landlord may require Tenant to remove all
or any part of such alterations, additions, improvements or fixtures at the expiration or earlier
termination of this Lease, restoring the Leased Premises to the same condition existing at the
beginning of the original term, ordinary wear and tear excepted. If Landlord does so require, Tenant
shall repair all damages resulting from such removal and should Tenant fail to repair damages resulting
from such removal, Landlord may remove the same or make such repairs for Tenant's account, and
Tenant shall pay to Landlord, on demand, an amount equal to Landlord's costs incurred in such
removal or repair. All work with respect to any permitted alterations, additions, or improvements shall
be done at Tenant's sole expense in a good and workmanlike manner, strictly in accordance with the
plans and specifications approved by Landlord. In doing said work, other Tenants of Landlord (if any)
shall not be adversely affected nor unreasonably .inconvenienced. Tenant shall, at its own expense,
obtain all necessary building or other permits or approvals required by appropriate governmental
authorities prior to beginning such work. If any mechanics' or other liens shall be created or filed
against the Leased Premises by reason of labor performed or materials famished for the Tenant in the
alteration, addition or repair to any building or improvement, the Tenant shall within ten (10) days
thereafter, at the Tenant's own cost and expense, cause such lien or liens to be satisfied and discharged
of record together with any Notices of Intention that may have been filed. Failure to do so shall entitle
Landlord to resort to such remedies as are provided herein in the case of any default of this Lease, in
addition to such as are permitted by law. Any goods, inventory or other personal property of Tenant
not affixed to the Leased Premises and not removed by Tenant upon the termination of this Lease, or
upon any quitting, vacating or abandonment of the Leased Premises by the Tenant, or upon the
Tenant's eviction, shall be considered abandoned and Landlord shall have the right, without any notice
to the Tenant, to sell or otherwise dispose of the same, at the expense of the Tenant, and shall not be
accountable to the Tenant for any part of the proceeds of such sale, if any.
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20. Repair . The Tenant has examined the Leased Premises and has entered into this Lease
without any representation on the part of the Landlord as to the condition thereof, other than as stated
in this Lease Agreement. Tenant shall take good care of the Leased Premises and shall, at the Tenant's
own cost and expense, make all repairs, including painting and decorating, and shall maintain the
Leased Premises in good condition and state of repair, and at the end or other expiration of the term
hereof, shall deliver up the Leased Premises in good order and condition, wear and tear from
reasonable use thereof, and damage by the elements not resulting from the neglect or fault of the
Tenant, excepted. The Tenant shall neither encumber nor obstruct the sidewalks, driveways, yards,
entrances, hallways, elevator, and stairs, but shall keep and maintain the same in a clean condition, free
from debris, trash, refuse.. In case of destruction of, or any damage to the glass in the Leased
Premises, or the destruction of, or damage of any kind whatsoever to the Leased Premises, caused by
the carelessness, negligence or improper conduct on the part of the Tenant or the Tenant's agents,
employees, guests, licenses, invitees, subtenants, assignees or successors, the Tenant shall repair the
said damage or replace or restore any destroyed parts of the Leased Premises, as speedily as possible,
at the Tenant's own cost and expense.
21. Damage to Premises. If the Leased Premises shall be so damaged by fire or other casualty
(which is not caused by the fault or negligence of the Tenant or imputable to the Tenant) as to render
said Leased Premises untenantable, the Tenant thereupon shall surrender the Leased Premises to the
Landlord. The Tenant shall pay rent, duly apportioned, up to the time of such termination of this
Lease. Notwithstanding the foregoing, in lieu of any termination of the Lease, Landlord may elect, at
its sole option, within thirty (30) days after the event of such damage, to continue the Lease without
regard of such damage, whereupon Landlord shall at its expense make the Leased Premises fit for
occupancy and the rent shall be abated only for the period during which the Tenant shall be deprived of
the use of said Leased Premises by reason of such damage and the repair thereof. If said Leased
Premises, without the fault of the Tenant, shall be slightly damaged by fire or other casualty but not so
as to render the same untenantable for any substantial period of time, the Landlord, after receiving
notice in writing of the occurrence of the injury, shall cause the same to be repaired with reasonable
promptness; and in such event, rent shall be proportionately abated, according to the loss of use, until
the Leased Premises are substantially restored.
22. Sublease/Assignment. Tenant shall not assign, sublease, mortgage, pledge or otherwise
hypothecate or transfer all or any part of Tenant's leasehold estate hereunder or permit the Leased
Premises or any portion thereof to be occupied by anyone without Landlord's prior written consent in
each instance, which consent shall not unreasonably be withheld. In the event Tenant is a corporation,
these provisions shall apply to any transfer, sale or other disposition, whether voluntary or involuntary,
of any stock in Tenant or to any merger, consolidation or dissolution or any other transaction, the effect
of which would be in any way to avoid or circumvent such prohibitions. Any assignment or subletting
contrary to the provisions of this Paragraph shall be void and shall, at the option of the Landlord,
constitute a default under the terms of this Lease.
23. Maintenance and Repairs. Tenant shall during the term of this Lease keep in condition and
repair equal to that which existed at the commencement of this lease the Leased Premises and every
part thereof, including without limiting the generality of the foregoing, all plumbing fixtures, within
the Leased Premises, refrigeration, electrical fixtures and lighting fixtures, additional fixtures, interior
walls, wall coverings and paint, ceilings, floors and floor coverings, windows, doors, plate glass,
awnings, and entrances. Landlord shall have responsibility for the repair and maintenance of the
building structure, roof, foundation and structural integrity of any additional stories above the Leased
Premises, and shall, at its expense provide major repairs and required replacement to mechanical
systems situated within the Leased Premises that were originally provided by the Landlord. Major
DocuSign Envelope ID: E22C5806-9453-4FO8-AA16-OA03924891OB
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repairs and replacements are agreed to be those which cost more than $500.00 for each single item, and
are of what the Landlord provided initially when construction was completed on the new facility,
(other additions that need repair which were completed by lease holder will be undertaken by the lease
holder at the lease holders sole cost and expense) and are required to provide the level of service and
serviceability thereof and there from currently existing. Absent such agreement, Landlord shall have no
obligation to execute such repair or replacement, but in the event Landlord determines to effectuate
such repair or replacement, Landlord shall have the sole discretion to determine the type, extent and
quality of repair or replacement that shall be undertaken.
24. Signs. The Tenant shall not place nor allow to be placed any signs of any kind whatsoever,
upon, in or about the said Leased Premises or any part thereof, except of a design and structure and in
or at such places as may be indicated and consented to by the Landlord in writing. In case the
Landlord or the Landlord's agents, employees or representatives shall deem it necessary to remove any
such signs in order to paint or make any repairs, alterations or improvements in or upon the Leased
Premises, they shall be replaced at the Landlord's expense when the said repairs, alterations or
improvements shall have been completed. Any signs permitted by the Landlord shall at all times
conform with all municipal ordinances or other laws and regulations applicable thereto. Exhibit F
appended hereto is a list of signs and locations showing the general location of all signage permitted to
be located by Tenant.
25. Compliance with Law. Tenant shall obtain and pay for all permits or licenses that may be
required for the operation of the Leased Premises in accordance herewith. A copy of such permits or
licenses shall be submitted to Landlord for verification of this requirement prior to occupancy. The
Tenant shall promptly comply with all laws, ordinances, rules, regulations, requirements, and
directives of the federal, state, and municipal governments or public authorities and of all their
departments, bureaus and subdivisions, applicable to and affecting the said Leased Premises, their use
and occupancy, and shall promptly comply with all orders, regulations, requirements and directives of
the Board of Fire Underwriters or similar authority and of any insurance companies which have issued
or are about to issue policies of insurance covering the said Leased Premises and its contents, for the
prevention of fire or other casualty, damage or injury, all at Tenant's own cost and expense. Tenant
shall obtain and maintain during the life of this Lease, worker's compensation insurance and
employer's liability insurance for Tenant's employees in strict Compliance with state laws. Certificates
evidencing such insurance or approved self-insurance shall be submitted to Landlord prior to
occupancy.
Tenant shall not use the Leased Premises for any purposes deemed unlawful, disreputable, or extra
hazardous.
26. Quiet Eniavrnent. So long as the Tenant is not in default hereunder during the term hereof or
any renewal or extension hereof, the Landlord covenants that the Tenant shall peacefully and quietly
occupy and enjoy the Leased Premises subject to the terms hereof. The Landlord warrants that it has
full power and authority to execute this Lease, be bound by, and perform all its obligations hereunder.
27. Condemnation. If the land and the Leased Premises leased herein, or of which the Leased
Premises are a part, or any portion hereof, shall be taken under eminent domain or condemnation
proceedings, or if suit or other action shall be instituted for the taking or condemnation thereof, or if in
lieu of any formal condemnation proceedings or actions, if any, the Landlord shall grant an option to
purchase and/or shall sell and convey the said Leased Premises, or any portion thereof, to the
governmental or other public authority, agency, body or public utility seeking to take said land and
Leased Premises or any portion thereof, then this Lease, at the option of Landlord, shall terminate and
the term hereof shall end as of such date as the Landlord shall fix by notice in writing; and the Tenant
DocuSign Envelope ID: E22C5806-9453-4FO8-AA16-OA039248910B
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shall have no claim or right to claim or be entitled to any portion of any amount which may be awarded
as damages or paid as the result of such condemnation proceedings or paid as the purchase price for
such option, sale or conveyance in lieu of formal condemnation proceedings; and all rights of the
Tenant to damages, if any, are hereby assigned to the Landlord. The Tenant agrees to execute and
deliver any instruments, at the expense of the Landlord, as may be deemed necessary or required to
expedite any condemnation proceedings or to effectuate a proper transfer of title to such governmental
or other public authority, agency, body, or public utility seeking to take or acquire the said lands and
Leased Premises or any portion thereof. The Tenant covenants and agrees to vacate said Leased
Premises, remove all the Tenant's personal property there from and deliver up peaceable possession
thereof to the Landlord or to such other party designated by the Landlord in the aforementioned notice.
Failure by the Tenant to comply with any provisions in this clause shall subject the Tenant to such
costs, expenses, damages and losses as the Landlord may incur by reason of the Tenant's breach hereof.
28. Landlord's Lien. Tenant hereby grants to Landlord a security interest in any and all of Tenant's
furniture, fixtures, equipment and inventory whenever acquired, their proceeds and the proceeds of any
and all insurance policies carried thereon as and for additional security for the faithful performance by
Tenant of all of its obligations hereunder. Tenant agrees to execute and deliver to Landlord, upon
request, such additional documents as Landlord may require to establish and perfect such security
interest including, without limitation, a financing statement in form satisfactory to Landlord, which is
to be executed and delivered by Tenant to Landlord. The exercise by Landlord of any rights in and to
such furniture, fixtures, equipment and inventory upon default hereunder shall be governed by Article
9 of the Colorado Uniform Commercial Code, as in effect at the time of such default, but such exercise
shall not preclude Landlord from exercising any or all other rights and remedies hereunder or as
provided by law.
29. Inspection and Repair. The Tenant agrees that the Landlord and the Landlord's agents,
employees or other representatives, shall have the right to enter into and upon the Leased Premises or
any part thereof, at all reasonable hours and upon reasonable notice, for the purpose of examining the
same or making such repairs or alterations therein as may be necessary for the safety and preservation
thereof. Nothing in this section is intended to restrict access to the premises by an authorized City of
Aspen inspector conducted pursuant to law, including, but not limited to Environmental Health
employees conducting routine health inspections. This clause shall not be deemed to be a covenant by
the Landlord nor be construed to create an obligation -on the part of the Landlord to make such
inspection or repairs. Tenant expressly waives and releases any claim, demand, or cause of action it
might have by reason of any inconvenience, annoyance to Tenant, its guests, licensees or invitees
arising from any maintenance, alteration or repair to any portion of the Leased Premises, the building
in which it is located or the property upon which it is situate. Tenant grants to Landlord the right to
temporarily discontinue utilities or any of them at any such time or times as may be necessary by
reason of any such maintenance work, alteration or repair.
30. Landlord Remodel of Premises. In the event Landlord desires to remodel any portion of the
Leased Premises during the term of this lease agreement, it may do so, provided it is solely at
Landlord's expense and, provided further, that any remodel work commenced by Landlord shall not
interfere with or disrupt Tenant's business within the Leased Premises. In the event landlord desires
renovation to the golf course or clubhouse the tenant and landlord will agree to meet prior to
construction to discuss possible reduction in rent.
31. Default. If there should occur any default on the part of the Tenant in the performance of any
conditions or covenants herein contained or if, during the term hereof, the Leased Premises or any part
thereof shall be or become abandoned or deserted, vacated or vacant, or should the Tenant be evicted
DocuSign Envelope ID: E22C5806-9453-4FO8-AA16-OA039248910B
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by summary proceedings or otherwise, the Landlord, in addition to any other remedies herein
contained or as may be permitted by law, may either by force or otherwise, without being liable for
prosecution therefore or for damages, re-enter the said Leased Premises and again possess the saute
with or without terminating this Lease; and as agent for the Tenant or otherwise, re -let the Leased
Premises and receive the rents therefore and apply the same, first to the payment of such expenses and
costs, as the Landlord may have been put in re-entering and repossessing the same and in making such
repairs and alterations, as may be necessary; and second to the payment of the rents due hereunder.
Whether or not the Landlord shall terminate this Lease, the Tenant shall remain liable for such rents as
may be in arrears and also the rents as may accrue subsequent to the re-entry by the Landlord, to the
extent of the difference between the rents reserved hereunder and the rents, if any, received by the
Landlord during the remainder of the unexpired term hereof, after deducting the aforementioned
expenses, fees, and costs; the same to be paid as such deficiencies arise and are ascertained each
month. In addition, upon any such default, or if Tenant be adjudicated a bankrupt, insolvent or placed
in receivership, or should proceedings be instituted by or against the Tenant for bankruptcy,
insolvency, receivership, agreement of composition or assignment for the benefit of creditors, or if this
Lease or the estate of the Tenant hereunder shall be transferred by virtue of any court proceedings, writ
of execution or levy sale, the Landlord may, if the Landlord so elects, at any time thereafter, terminate
this Lease, upon written notice to Tenant or to any trustee, receiver, or other person in charge of or
acting as custodian of the assets or property of the Tenant. In the event of default, except in the
payment of rent or additional rent hereunder, Landlord, prior to the exercise of any of its rights or
remedies hereunder, shall give Tenant notice of such default together with a ten (10) day right to cure
should such default be in the payment of any other sums due Landlord hereunder or a twenty (20) day
right to cure should such default be in any of the other conditions or covenants of this Lease to be
performed by Tenant, unless the same by its or their nature require immediate or earlier attention.
Upon the giving of such notice, this Lease and the term hereof shall, unless the default shall be cured
during the applicable period, end on the date fixed in such notice as if the said date were originally
fixed in this Lease for the expiration hereof; and the Landlord shall have the right to remove all
persons, goods, fixtures and chattels therefrom, by force or otherwise, without liability for damages.
No right of redemption shall be exercised under any present or future law of the State of Colorado in
case the Tenant shall be, dispossessed for any cause or if the Landlord shall, in any other manner,
obtain possession of the Leased Premises in consequence of the violation of any of the covenants and
agreements of the Tenant. The Landlord shall have a lien paramount to all others on every right and
interest of the Tenant in and to this Lease, and on any furnishings, equipment, fixtures, or other
personal property of any kind belonging to the Tenant, or the equity of the Tenant therein, on the
leased property. Such lien is granted for the purpose of securing the payment of rents, taxes,
assessments, insurance charges, liens, penalties and damages herein covenanted to be paid by the
Tenant and for the purpose of securing the performance of all of the Tenant's obligations under this
Lease. Such lien shall be in addition to all rights of the Landlord given under statutes of this State,
which are now or shall hereinafter be in effect.
32. Attorneys' Fees. In the event of any litigation or other action or proceeding between the parties
hereto arising out of the performance or non-performance of this Lease, or enforcement of any rights or
remedies hereunder, including any indemnities herein contained, the prevailing party shall be entitled
in such litigation, action or proceeding to also recover as part of any judgment, award or other relief,
its reasonable attorneys' fees and costs incurred.
33. Delays. Whenever a period of time is provided in this Lease for either Landlord or Tenant to
do or perform any act or thing, neither Landlord nor Tenant 'shall be liable or responsible for
performing any obligation hereunder as a result of any unavoidable delay due to strikes, lockouts,
casualties, acts of God, or other governmental regulations or control or other causes beyond such
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party's reasonable control, and the time for performance specified herein shall be extended for a period
of time corresponding to such delay.
34. Mortgage Priority. This Lease shall not be a lien against the Leased Premises with respect to
any mortgages or trust deeds now or hereafter placed upon the Leased Premises or the building. The
recording of such mortgage or mortgages shall have preference and precedence and be superior and
prior in lien to this Lease, irrespective of the date of recording and the Tenant agrees to execute any
instruments, without costs, which may be deemed necessary or desirable, to further effect the
subordination of this Lease to any such mortgage or mortgages. Tenant shall, upon request, execute
any estoppel certificates or attornment agreements that may be required by the holder of any mortgage
or trust deed now or hereafter placed upon the Leased Premises or the building or by the Owner of the
building in which the Leased Premises are located. A refusal by the Tenant to execute any such
instruments shall entitle the Landlord to at once terminate this Lease. Tenant agrees not to record or
file this Lease in the real estate records affecting the building in which the Leased Premises is located.
Any such recording in violation hereof shall be considered a slander of Landlord's title and a breach of
this entire Lease. This covenant shall survive the expiration or earlier termination of this Lease.
35. 1lolding Over. This Lease shall expire of its own accord without notice at the end of the term
or earlier, as herein specified. If, after the expiration of this Lease, Tenant remains in possession of the
Leased Premises with the Landlord's consent, such holding over shall be a tenancy -at -will at a rental
equal to 125% of the last monthly rental provided in this Lease, and otherwise subject to all the
obligations and conditions of this Lease.
36. Cumulative Remedies. The various rights, remedies, options and elections of the Landlord
expressed herein are cumulative and the failure of the Landlord to enforce strict performance by the
Tenant of the conditions and covenants of this Lease or to exercise any election or option or to resort
or have recourse to any remedy herein conferred or the acceptance by the Landlord of any installment
of rent after any breach by the Tenant, in any one or more instances, shall not be construed or deemed
to be a waiver or a relinquishment for the future by the Landlord of any such conditions and covenants,
options, elections or remedies, but the same shall continue in full force and effect.
37. Cleanliness: Waste and Nuisance. Tenant shall keep the Leased Premises at all times in a neat,
clean and sanitary condition, shall neither commit nor permit any waste or nuisance thereon, and shall
keep the walks adjacent thereto free from waste and debris, which shall not be the responsibility of the
Landlord to remove. Tenant shall store all trash in the containers provided for that purpose.
38. Brokers. Each party represents to the other that it has had no dealings with any real estate
broker or agent in connection with the negotiation of this Lease.
39. Waiver. No waiver by Landlord or Tenant of any provision of this Lease shall be effective
unless in writing nor shall such waiver be deemed a waiver of any other provision hereof, nor of any
subsequent breach by Tenant of the same or of any other provision.
40. Surrender of Premises. At the end of the lease period of possession of the Leased Premises by
Tenant, as well as at the termination of this Lease, Tenant shall surrender the Leased Premises to
Landlord in good condition and repair, excepting for reasonable wear and tear and acts of God. Tenant
shall have the right at the end of the term hereof to, and upon demand by Landlord Tenant shall,
remove any equipment, furniture, trade fixtures not affixed to the realty, and other personal property
placed in the Leased Premises by Tenant and Tenant shall promptly repair any damage to the Leased
Premises caused by such removal.
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41. Governili Law. This Lease shall be construed and enforced in accordance with the laws of the
State of Colorado. In the event of any litigation arising out of this Lease, jurisdiction and venue shall
rest with any court of competent jurisdiction in Pitldn County.
42. Time of Essence. Time is of the essence with respect to the performance of every provision of
this Lease in which the time of performance is a factor.
43. 5everability. The terms, conditions, covenants, and provisions of this Lease shall be deemed to
be severable. If any clause or provision herein contained shall be adjudged to be invalid or
unenforceable by a court of competent jurisdiction or by operation of any applicable law, it shall not
affect the validity of any other clause or provision herein, but such other clauses or provisions shall
remain in full force and effect.
44. Notices. All notices required under the terms of this Lease shall be given in person or by
mailing such notices by certified or registered mail, return receipt requested, to the address of the party
as shown at the beginning of this Lease, or to such other address as may be designated in writing,
which notice of change of address shall be given in the same manner. If not sooner received, any
notice given by mail shall conclusively be deemed received three (3) days after the date of certification
or registration.
45. Entire Lease. This Lease contains the entire contract between the parties and there are no other
agreements, understandings, representations, or warranties except as expressly set forth herein. No
additions, changes or modifications, renewals or extensions hereof shall be binding unless reduced to
writing and signed by the Landlord and Tenant. To the extent possible, this Lease shall be construed
vis-a-vis the Landlord and Tenant without reference to the Master Lease. However, in the event the
rights of Landlord and Tenant hereunder are directly affected by and in conflict with provisions of the
Master Lease, such that to adhere to the terms of this Lease would result in a default by Landlord under
the Master Lease, the Master Lease provision shall control.
46. References. In all references herein to any parties, persons, entities or corporations, the use of
any particular gender or the plural or singular number is intended to include the appropriate gender or
number as the text of the within Lease may require.
47. Tenant is an Independent Contractor. This Lease is not a contract of employment. No
relationship of employer and employee, joint venture or partnership, exists between Landlord and
Tenant or between the Landlord and any employee or agent of the Landlord. Tenant shall at all times
be deemed to be an independent contractor. Tenant is not authorized to bind Landlord to any
agreements or obligations. The term Landlord when used in this Lease shall mean and include the
Executive Director of the Landlord and any other agent or employee of the Landlord designated by the
Director with the responsibility of enforcing any of the terms of this Lease.
48. Binding Effect. All the te'rms, covenants, and conditions herein contained shall be for and shall
inure to the benefit of and shall bind the respective parties hereto, and their heirs, executors,
administrators, personal or legal representatives, successors and assigns respectively.
49. Guar an . In the event Tenant hereunder is a corporation, this Lease and the performance of all
the payments, obligations, conditions and covenants contained herein shall be personally guaranteed by
the shareholders of Tenant by execution of a guaranty of lease in a form substantially conforming to
Exhibit G.
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IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the day and year above first
written.
TENANT:
'Jamie Ramey
F;DpcuElpnld hy:
a tt. Yj'A'
Jamie amey 10/3/2023 1 5:22:04 PM EDT
Richard Burbidge
DoNsigned by:
�LUdIY'0� l
Ittc aT ur idge 10/3/2023 1 5:22:40 PM EDT
LANDLORD:
THE CITY OF ASPEN
APPROVED AS TO CONTENT:
FS
DocuBigned by:
AM
�..
Sara Ott
City Manager
Approve as to Content:
Docu9igned by:
', At s r. fiV'U
119EQ AAA 455C AAn
City Attorney
DocuSign Envelope ID: E22C5806-9453-4F08-AA16-OA039248910B
DocuSign Envelope ID: 606BD5F4-A6BO-4DB2-B7E1-4A5B9D2D685D
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List of Exhibits A>alaended to Lease Agreement
A - Description of Leased Premises
B — Price Index and Annual Gross Sale Increase Calculations
C — Hours of Operation
D — Calculation of Cost of Living Increases.
E — Sample Survey Instrument for Customer Satisfaction
F — Signage
G — Personal Guarantee
DocuSign Envelope ID: E22C5806-9453-4F08-AA16-OA039248910B
DocuSign Envelope ID: 606BD5F4-A6B04DB2-B7E1-4A5B9D2DBB5D
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EXHIBIT A
DESCRIPTION OF LEASED PREMISES
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DocuSign Envelope ID: E22C5806-9453-4F08-AA16-OA039248910B
DocuSign Envelope ID: 606BD5F4-A6BO-4DB2-B7E1-4A5B9D2DB85D
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EXHIBIT B
COST OF LIVING INCREASE CALCULATION
a) "Price Index" shall mean the Consumer Price Index - All Urban Consumers (CPI-U) - U.S. City
Average - All Items, or a successor or substitute index published or authorized by the United States
Department of Labor, Bureau of Labor Statistics.
b) The following formulas shall be used for determining the adjustments, if any, in the fixed minimum
annual rent as well as increases to the Gross Sales Limit:
"Price Index" for the first month
Current index Number = of next Lease Year
Base Index Number "Price Index for first month of
of preceding Lease Year
• Gross Sales Annual Increase:
% of Gross Sale Limit ($800,000 initial) x 1.02
c) As promptly as practicable after the commencement of the first adjustment year, and
thereafter as promptly as practicable after the first day of each succeeding adjustment year,
Landlord shall compute the increase, if any, in the cost of living for the year immediately
preceding said adjustment year. Such computation shall be made by use of current and base index
numbers provided for each adjustment year as set forth in Paragraph c) above.
d) In computing increases for each adjustment year the current index number shall be
divided by the base index number. From the quotient thereof, there shall be subtracted the
integer 1 and any resulting positive number shall be deemed to be the percentage of increase of
cost of living.
e) The percentage of increase in the cost of living shall be multiplied by the minimum
annual rental including increases for the year preceding the adjustment year for which the
increase is being computed.
f) The Landlord shall, within a reasonable time after obtaining the appropriate data
necessary for computing such increases, give the Tenant notice of any increase so determined,
and the Landlord's computation thereof shall be conclusive and binding but shall not preclude
any adjustment of the index figures upon which the computation was based and Tenant shall,
within sixty (60) days after receiving such notice, notify Landlord of any claimed error therein;
provided, however, nothing herein shall be construed to extend the time when rents, as
determincd by Landlord, are due and payable by Tenant.
g) Minimum annual rent for each adjustment year, together with increases calculated in
accordance with Paragraphs b) through f) of this Section 11, shall be due and payable to Landlord
in equal monthly installments due on the first day of each calendar month of each adjustment
year (retroactive payments then due being payable within thirty (30) days after giving notice
thereof by Landlord to Tenant).
DocuSign Envelope ID: E22C5806-9453-4FO8-AA16-OA03924891OB
DocuSign Envelope ID: 606BD5F4-A6BO-4DB2-B7E1-4A5B9D2D885D
Golf Club Restaurant Lease
h) If publication of the pertinent Consumer Price Index shall be discontinued, the parties
hereto shall thereafter accept comparable statistics on the cost of living for the average of all U.S.
cities, all items, as the same shall be computed and published by an agency of the United States
or by a responsible financial periodical of recognized authority then to be selected by the parties
hereto. In the event of (1) use of comparable statistics in place of the Consumer Price Index as
above mentioned, or (2) publication of the Index figures at other than bi-monthly intervals, there
shall be made in the method of computation above provided revisions as the circumstances may
require to carry out the intent of this Article.
DocuSign Envelope ID: E22C5806•9453-4F08-AA1fr0A039248910B
DocuSign Envelope ID: 606BD5F4A6B0-4DB2-B7ElAA5B9D20885D
Golf Club Restaurant Lease
EXHIBIT C
HOURS OF OPERATION
GWseason — Restaurant Services. Tenant shall operate the restaurant facility seven days
a week. The hours of operation of the restaurant facility shall be, .at a minimum, as
follows:
May l"— June l4s` 8:00 am — 8:00 pm
June 151' — September 151h 6:30 am — 9:00 pm
September 16s' — October 31 "' 8:30 am — 8:00 pm
DocuSign Envelope ID: E22C5806-9453-4FO8-AA16-OA039248910B
DocuSign Envelope ID: 606BD5F4-A6B0-4DB2-B7E1-4A5B9D2DBBSD
Golf Club Restaurant Lease
EXHIBIT D
CALCUATION OF COST -OF -LIVING INCREASE
The term "Urban Index" used herein shall refer to the Consumer Price Index — All Urban
Consumers (CPIOU), 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 for 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 defined. 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. Department of Labor, which reads as follows:
CALCUATING 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 point changes are affected by the level of the
index in relation to its base period while percent changes are not. 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 if 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
DocuSign Envelope ID: E22C5806-9453-4FO8-AA16-OA039248910B
DocuSign Envelope ID: 606BD5F4-A6BO-4DB2-B7E1-4A6B9D2DB85D
Golf Club Restaurant Lease
EXHIBIT E
SAMPLE SURVEY INSTRUMENT FOR CUSTOMER SATISFACTION
Example of Online Questions:
1. On a scale of 1-5, 5 being the best, please rate food pricing.
2. On a scale of 1-5, 5 being the best, please rate drink menu.
3. On a scale of 1-5, 5 being the best, please rate beverage cart services.
4. On a scale of 1-5, 5 being the best, please rate your restaurant experience.
DocuSign Envelope ID:E22C5806-9453-4FO8-AA16-OA039248910B
DocuSign Envelope ID: 806BD5F4-A6BO-4DB2-B7E7-4A5B9D2D885D
Golf Club Restaurant Lease
EXHIBIT F
SIGNAGE
All signage must be preapproved by the City of Aspen. Current permissible sign location
areas:
Anywhere within the lease space as illustrated in Exhibit A
Front entrance to facility with other City signage.
DocuSign Envelope ID: E22C5806-9453-4FO8-AA16-OA039248910B
DocuSign Envelope ID: 606BD5F4-A6BO-4DB2-B7E1-4A5B9D2D885D
Golf Club Restaurant Lease
EXHIBIT G
GUARANTY OF LEASE
FOR VALUE RECEIVED, and in consideration for, and as an inducement to the
aforesaid Landlord to make the foregoing Lease with Jamie Ramey and Richard Burbidge, as
Tenant, the undersigned Jamie Ramey and Richard Burbidge unconditionally guarantees the full
performance and observance of all the covenants, conditions, and agreements therein provided to
be performed and. observed by Tenant, and expressly agrees that the validity of this agreement
and the obligations of the guarantors hereunder shall in no wise be terminated, affected or
impaired by reason of the assertion by Landlord against Tenant of any of the rights or remedies
reserved to Landlord pursuant to the provisions of the within Lease or by the relief of Tenant
from any of Tenant's obligations under the Lease by operation of law or otherwise (including, but
without limitation, the rejection of the Lease in connection with proceedings under the
bankruptcy laws now or hereafter enacted); the undersigned hereby waiving all suretyship
defenses.
The undersigned further covenants and agrees that this guaranty shall remain and
continue in full force and effect as to any renewal, modification, or extension of this Lease,
whether or not the undersigned shall have received any notice of or consented to such renewal,
modification or extension. The undersigned further agrees that his liability under this guaranty
shall be primary, and that in any right of action which shall accrue to landlord under the Lease,
landlord may, at Landlord's option, proceed against the undersigned and Tenant, jointly or
severally, and may proceed against the undersigned without having commenced any action
against or having obtained any judgment against Tenant. The undersigned further represents to
Landlord as an inducement for Landlord to make the Lease, that the undersigned owns 100% all
of the entire outstanding capital stock of Tenant.
It is agreed that the failure of Landlord to insist in any one or more instances upon a strict
performance or observance of any of the terms, provisions or covenants of the foregoing Lease or
to exercise any right therein contained shall not be construed or deemed to be a waiver or
relinquishment for the future of such term, provision, covenant or right, but the same shall
continue and remain in full force and effect. Receipt by Landlord of rent with knowledge of the
breach of any provision of the foregoing Lease shall not be deemed a waiver of such breach.
DocuSign Envelope ID: E22C5806-94534F08-AA16-OA03924891 OB
DocuSign Envelope ID: 606BD5F4-A6B0-4DB2-B7E1-4A5B9D2DBB5D
Golf Club Restaurant Lease
Except as may be otherwise specifically provided in the Lease subletting, assignment, or
other transfer of the within Lease, or any interest therein, shall not operate to extinguish or
diminish the liability of the undersigned guarantors under this guaranty; and wherever reference
is made to the liability of Tenant named in the within Lease, such reference shall be deemed
likewise to refer to the undersigned guarantors.
It is further agreed that all of the terms and provisions hereof shall inure to the benefit of
the respective heirs, personal representatives, successors and assigns of Landlord, and shall be
binding upon the heirs and assigns of the undersigned.
IN WITNESS WHEREOF, the undersigned guarantor has caused this guaranty to be
executed effective as of the 281 day of August, 2023.
Jamie Ramey
Address- 99 mining stock parkway
Aspen, CO
81611
Richard Burbidge
Address- 632 vine Street
Aspen
81611
DocuSign Envelope ID: E22C5806-9453-4F08-AA16-DA639248910B
DocuSign Envelope IV 606ED5F4-A68o-4DB2-B7E1-4A589D2DB85D
Golf Club Restaurant Lease
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