Loading...
HomeMy WebLinkAboutresolution.council.081-03 RESOLUTION NO. '61 Series of 2003 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING A MANAGEMENT AGREEMENT BETWEEN THE CITY OF ASPEN AND THE RED BRICK CENTER FOR THE ARTS, AND AUTHORIZING THE MAYOR OR CITY MANAGER TO EXECUTE SAID AGREEMENT ON BEHALF OF THE CITY OF ASPEN, COLORADO. WHEREAS, there has been submitted to the City Council a Management Agreement between the City of Aspen and the Red Brick Center for the Arts, a tree and accurate copy of which is attached hereto as Exhibit A; NOW, THEREFORE, BE IT RESOLVED BY THE COUNCiL OF THE CITY OF ASPEN, COLORADO: That the City Council of the City of Aspen hereby approves that Management Agreement between the City of Aspen and the Red Brick Center for the Arts, a copy of which is annexed hereto and incorporated herein, and does hereby authorize the Mayor or 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 ~-'¢~day of~03. ~ I, Kathryn S. Koch, duly appointed and acting City Clerk do certify that the foregoing is a tree and accurate copy of that resolution adopted by the City Council of the City of Aspen, Colorado, at a meeting held on the day hereinabove stated. Kathryn S. Koch, City Clerk MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT is made and entered into by and between the City of Aspen, Colorado, a municipal corporation ("City"), and the Red Brick Center for the Arts, a Colorado nonprofit corporation ("Red Brick Center"), and executed on the date(s) as specified below. W1TNESSETH: WHEREAS, the City is to purchase and secure title to that building and property commonly known as the Red Brick Arts and Recreation Center, and more particularly described in Exhibit A attached hereto and fully incorporated herein by this reference; and WHEREAS, the building and property are to be purchased by the City to afford a long-term home for arts and other non-profit groups and for other community uses; and WHEREAS, the City's intention and desire is to allow the Red Brick Arts and Recreation Center to be used, operated, maintained, managed and supported as much as possible by community groups and citizens as a community center and not simply as another governmental service center; and WHEREAS, the Red Brick Center is a volunteer, citizen-based non-profit organization familiar with the needs and desires of the arts and nonprofit community; and WHEREAS, the Red Brick Center desires to participate with the City and community in the operation and management of the Red Brick Arts and Recreation Center in accordance with the terms and conditions as set forth below; and WHEREAS, the City and the Red Brick Center are authorized and willing to enter into this agreement for the purposes as described herein. NOW, THEREFORE, in consideration of the mutual promises herein contained, the City and the Red Brick Center agree as follows: I. MANAGEMENT SERVICES The City hereby retains the Red Brick Center to provide all management services necessary to operate and maintain the Red Brick Arts and Recreation Center and property, exclusive of those portions of the building occupied, used and maintained by the City for recreational purposes (the "Propertf'), in an efficient and cost- effective manner (See Exhibit B). Management services as provided by the Red Brick Center shall include the following: 1. The Red Brick Center shall use its best efforts to rent space within the Red Brick Arts and Recreation Center ("Building"), exclusive of those portions of the Building to be occupied and maintained by City, to qualified tenants on terms satisfactory to the City with the goal of maintaining a one-hundred pement (I 00%) occupancy rate at all times. Pursuant thereto, the Red Brick Center shall negotiate and execute on behalf of the City ail leases and tenancies, including extensions and renewals. The Red Brick Center shall utilize form leases approved by the City for all tenant leases. Attached hereto and fully incorporated herein as Exhibit C is an addendum listing tenant qualification and rental conditions to be utilized in tenant selection and rental agreements. The Red Brick Center shall not enter into any lease with any tenant for a lease of term of less than one (1) year or more than five (5) years without the written consent of the City. 2. The Red Brick Center shall be solely responsible for the operational management and maintenance of the Property. The Red Brick Center shall use its best efforts to insure that the Building and surrounding premises are maintained in an attractive and safe condition and in good repair. "Maintenance" shall mean to include the provision of utility services to the Building (i.e., heat, water, electricity, sewer, and gas), cleaning, painting, grass cutting, landscaping, snow removal from accessways, parking areas and outdoor walkways, non-structural repairs, including repairs to lighting, hearing, plumbing, electrical and ventilation facilities, refuse disposal, window and door replacement, the purchase of supplies and materials necessary thereto, and other work reasonably related to mitigate the wear and tear and aging of the Property. The Red Brick Center shall not be responsible for structural repairs and capital improvements. Such repairs and improvements shall be made in accordance with Section 1I herein. Red Brick Center shall be responsible for promptly and courteously responding to all citizen complaints relating to the Red Brick Arts and Recreation Center and reporting to the City as to the disposition of each complaint. 3. The Red Brick Center shall use its best efforts to promptly collect all rents, deposits and other income derived from the rental of space in the Building, and execute and serve such notices and demands as necessary to collect delinquent rents or secure compliance with rental terms from tenants. Pursuant to these duties, the Red Brick Center shall be authorized to the extent permitted by law, ant its cost, to undertake, compromise or terminate such legal actions in the name of the City as it may deem necessary to collect delinquent rents, deposits, or costs, recover possession of any rented premises, or secure compliance with rental terms from non-complying tenants. No other form of legal action may be instituted, compromised, or terminated by the Red Brick Center on behalf of the City without the prior written consent of the City as obtained through the office of the City Attorney. Any and all attorney's fees or costs awarded to the City as part of any judgment of court order against a tenant shall be the property of the Red Brick Center. II. STRUCTURAL REPAIRS AND CAPITAL IMPROVEMENTS The City and Red Brick Center jointly acknowledge that the Building will have undergone, at the City's cost, significant and extraordinary structural repairs and capital improvements immediately prior to he Red Brick Center's assumption of its management duties as provided for under this agreement. In the event additional or future structural repairs and/or capital improvements to the Building or premises are required as determined by the City and upon the advice of the Arts Council, involving such matters as the roof, exterior walls, interior bearing walls, the building foundation, the plumbing, water, sewer, electrical, hearing and/or ventilation systems, including replacement of fixtures and equipment, then the City shall be responsible therefore utilizing such monies as have been set aside for such repairs and/or improvements in the capital reserve fund as provided for below. In the event of insufficient capital reserves, the City may, in its sole and exclusive discretion, utilize other funds within its control to undertake such necessary repairs and/or improvements, so long as such expenditures are reimbursed to the City in a reasonably timely fashion from income derived from the rental or other income- producing use of the Property. Prior to the City exercising its discretion to utilize other funds for capital improvements, the City shall take into consideration efforts undertaken by the Red Brick Center to raise funds for capital improvements from fund raising and/or grants undertaken by the Red Brick Center. Should a disagreement arise between the parties concerning the necessity of any structural repair or capital improvement, the City shall have ultimate decision-making authority with regard to same. III. AMERICANS WITH DISABILITIES ACT OF 1990 Notwithstanding any other provision as contained within this agreement, the parties acknowledge and agree that the City shall be solely responsible to undertake any necessary modifications or improvements to the Building or Property as may be required at any time in the future by mason of the Americans With Disabilities Act of 1990 ("Act"). Moreover, the parties agree that the Red Brick Center shall not be responsible for indemnifying the City for any actions, civil or otherwise, arising from the use of the Building or Property and brought to enforce compliance by the City with the provisions of the Act. Should the City determine or be required to undertake modifications to the Building and/or Property by reason of the Act, then the City may draw upon the capital reserve fund as established under the terms of this agreement to pay for the cost of such modification. IV. BUILDING INCOME DISBURSEMENT A. DEBT SERVICE AND OPERATIONS/MAINTENANCE RESERVE PAYMENT Rents, fees, and all other income derived from the rental and/or use of the Building and Property shall be collected by and paid to the Red Brick Center. From such revenues the Red Brick Center shall pay to the City an annual stun of $65,000.00 to help defray the original purchase price of the Building and original improvements. Such amount shall be paid in monthly installments of $5,416.66, due on or before.the 1st day of the month next following collection. Failure of the Red Brick Center to timely and fully pay this annual sum shall constitute a material breach of the agreement. B. OPERATING EXPENSES AND MAINTENANCE Afier payment to the City of the amount as specified in Paragraph A above, the Red Brick Center shall utilize Building revenues and income to defray normal regular operating expenses and maintenance, including utility costs, as more particularly described in Section ! (2) above. C. MANAGEMENT FEES The Red Brick Center, after the payment of the amounts as specified in Paragraphs A and B above, shall be entitled to collect and retain from mvennes a monthly management fee in the amount of twelve percent (i 2%) of total building revenues as compensation for its management services as described herein. In addition to the management fee set forth above, the Red Brick Center shall be authorized to occupy 225 square feet of space in the property rent-free. D. CAPITAL RESERVE FUND After the disbursements as specified in Paragraphs A, B and C above, the Red Brick Center shall pay any and all remaining collected revenues into a capital reserve fund. Such reserve fund shall be in the name of the City and shall be applied as necessary to defray the costs of capital repairs and/or improvements as described in Sections II and 1II above over the life of the property. V. RECORDS AND REPORTS The Red Brick Center shall keep up-to-date books and records that reflect all revenues and all expenditures incurred in connection with the management and operation of the Property. The books, accounts, and records shall be maintained at the principal place of business of the Red Brick Center. The Red Brick Center shall, during regular business hours, make the books, accounts, and records required to be maintained hereunder available to the City, or other representatives of the City, for examination and audit by appointment on no less than one day's notice. The Red Brick Center shall finnish to the City, no later than the end of the next succeeding month, a detailed statement of all revenues and expenditures for each preceding month, which shall reflect rents and other income received and expenses incurred. All invoices, statements, pumhase orders, and billings received or paid during such preceding month, as well as such other information relating to the operation or management of the property as the City deems pertinent will be made available for City review at any time. The Red Brick Center shall submit an annual written report to the City on or before November 1 of each year. Such report shall accurately reflect all revenues and expenses associated with the operation and maintenance of the Property during the preceding year. Simultaneously, the Red Brick Center shall submit a budget and operating plan for he Property for the forthcoming year, including plans for any capital expenditures or improvements. Upon the expiration or other termination of this agreement, the Red brick Center shall prepare a final written report of all revenues and expenditures associated with the operation of the Property within sixty (60) days and deliver same to the City along with all books, ledgers, document and other records pertaining thereto. VI. BANK ACCOUNTS A. OPERATIONS TRUST ACCOUNT The Red Brick Center shall deposit all revenues from the Property into a general property management trust fund with the Red Brick Center as trustee. The trust account shall be maintained at all times in a national or state bank that is a member of the Federal Deposit Insurance Corporation. The Red Brick Center shall not commingle any of the revenues or other income derived form the operations of the Property with any funds or other property of the Red Brick Center. The Red Brick Center shall pay all operation and management expenses and other costs with respect to the Property fi'om the trust account. B. TENANT SECURITY DEPOSIT TRUST ACCOUNT Funds collected by the Red Brick Center as security and/or damage deposits from tenants shall be deposited in a separate trust account maintained in a national or state bank that is a member of the Federal Deposit Insurance Corporation. No other funds shall he deposited or commingled with the rental security or damage deposit funds. Any interest earned on funds held in the tenant security deposit trust account shall e deposited in the operations trust account described above. The tenant security dePosit trust account fund shall be utilized for no purpose other than to hold and reimburse tenant security and/or damage deposits in accordance with C.R.S. Section 38-12-101, et. seq. VII. EMPLOYEES Red Brick Center shall employ, discharge and supervise all persons and contractors as required for the efficient operation and maintenance of the Property. Such persons shall not be construed as employees or contractors of the City when employed or hired by the Red Brick Center. Red Brick Center shall be solely responsible to pay all wages, fees and costs associated therewith: The Red Brick Center shall exercise reasonable care in the hiring of all employees and contractors. VIII. BONDING All employees or agents of the Red Brick Center that handle or are responsible for monies, income or other revenue arising fi'om or associated with the operation of the Property shall be bonded by a fidelity as approved by the City. IX. INDEMNIFICATION AND INSURANCE The Red Brick Center agrees to indemnify, defend and hold harmless City, its employees, officers and agents from and against any and all claims or suits for property loss or damage and/or personal injury or loss, including death, to any and all persons, whether real or asserted, arising out of or in connection with the maintenance, leasing, use or occupancy ofthe Property. The Red Brick Center shall, likewise, indemnify City for all injury or damage to the Property or equipment arising from the use, occupancy or maintenance of same, whether caused by the Red Brick Center, its employees, agents, or invitees, or other third persons, including tenants. Nothing herein, shall be construed to impose liability or responsibility upon the Red Brick Center for the negligent or intentional acts or omissions of the City or its employees. During the full term of this lease, Red Brick Center, at its sole cost and expense, shall also cause all the Property and improvements on the Property to be kept insured, without co-insurance clauses, to the full insurable value against the perils of wind storm, hail, lightning, explosion, fire and like perils. "Full insurance value" means the cost, as of the date of loss, for replacement of the damaged or destroyed property in a new condition with materials of like size, kind and quality. The insurance shall stand as primary insurance for the Property and be procured from a company authorized to do business in the State of Colorado and be satisfactory to the City. All policies as required herein shall contain a waiver of subrogation by the insurer against City. If, absent negligence or fault on the part of the Red Brick Center, the Property shall be damaged by fire or other catastrophe so as to render said premises wholly untenantable, and if such damage is so great that a competent licensed architect in good standing in Pitkin County, Colorado, as selected by the City within thirty (30) days from the date of loss, shall certify in writing to the City and the Red Brick Center that the Property, with reasonable diligence, cannot be made fit for occupancy within ninety (90) days from the happening of the occurrence of the damage, then this agreement may terminate and City may re-enter the Property and take possession. The Red Brick Center shall subordinate its rights and interests in any insurance proceeds as provided for in any insurance policy as required by this agreement. If, however, the damage is not such as to prevent reoccupation and use of the Property within ninety (90) days, then repairs thereto shall be undertaken by City with all reasonable speed to restore the Property to its former condition and the agreement shall remain in effect. The Red Brick Center's right to receive a management fee, during those time periods wherein the Property is unfit for normal business activities due to fire or other catastrophe, and/or repair activities associated therewith. The Red Brick Center shall name City as so-insured or additional insured on all insurance policies and such policies shall include a provision that written notice of any non-renewal, cancellation or material change in a policy by the insurer shall be delivered to City thirty (30) days in advance of the effective date. X. USES OF THE PROPERTY The Property shall be used for art, non-profit and other community uses and tenants of the Property shall be selected accordingly consistent with those eligibility criteria as set forth in Exhibit C attached hereto. No use or activity not authorized as provided for in this agreement shall be permitted on the Property. The Red Brick Center shall, furthermore, not allow any use or activity which may be prohibited by any insurance policy/coverage applicable to the Property. Red Brick Center shall also not permit the erection or display of any sign(s) or other advertising device without first having secured written permission therefore form the City Manager. Finally, the Red Brick Center agrees to comply with all laws ordinances, rules and regulations that may pertain or apply to the Property and its use. In performing under the agreement, Red Brick Center shall not discriminate against any worker, employee orjob applicant, or any member of the public, because of race, color, creed, religion, ancestry, national origin, sex, age, marital status, physical handicap, affectional or sexual orientation, family responsibility or political affiliation, nor otherwise commit an unfair employment practice. XI. DEFAULT AND TERMINATION OF AGREEMENT If the Red Brick Center shall fail to timely comply with any of the terms or conditions of this agreement or any notice given under it, or shall fail to obtain and maintain the rental of more than 50% of the leasable space of the Building for a period of time in excess of ninety (90) days (excluding time periods for repair), or should the Red Brick Center become insolvent, or shall have or attempt to make an assignment for the benefit of creditors, or if any of its property shall be attached and such attachment is not property released, or if execution be issued against it, or ifa petition be filed by or against it to have it adjudicated a bankrupt, or ifa trustee or receiver shall be created or appointed to take charge of its assets, or should the Red Brick Center fail to enforce the terms and conditions of tenant leases for space in the Building, the City may at any time afterwards treat such act or omission as a breach of this agreement, enter onto the Property and assume full operational management thereof to the exclusion of the Red Brick Center. Any breach, default or failure by the Red Brick Center to perform any of the duties or obligations assumed by it under this agreement shall be cause for termination of the agreement by City in the manner set forth in this paragraph. City shall deliver to Red Brick Center thirty (30) days prior written notice of its intention to terminate this agreement, including in the notice a reasonable description of the breach, default or failure. If within that thirty (30) days the Red Brick Center shall fail or refuse to cure adjust or correct the breach, default or failure to the reasonable satisfaction of City, the City shall have the right to declare this agreement terminated and all rights, powers and privileges of the Red Brick Center as provided through the agreement shall cease, and the Red Brick Center shall immediately vacate the entire Property and shall make no claim of any kind against City by reason of the termination. The thirty (30) days' prior written notice shall be conclusively determined to have been delivered to the Red Brick Center by the posting of same upon the main business entrance to the Property or at the time it is deposited in the U.S. Mail, certified postage prepaid, addressed to Executive Director, Red Brick Center for the Arts, , Aspen, Colorado 81611, or such other address as previously designated in writing by the Red Brick Center. Any failure by City to so terminate this agreement as herein provided after the breach, default or failure by Red Brick Center to adhere to the terms of the agreement shall not be deemed or construed to be a waiver or continuing waiver by City of any rights to terminate the agreement for any present or subsequent breach, default or failure. XII. CONDEMNATION If during the term of this agreement, or any renewal of it, the whole or past of the Property, or such portion as will make the Property unusable, be condemned by public authority, including City, for public use, then this agreement shall cease as of the date of the vesting of title in the Property in such condemning authority, or when possession is given to such authority, whichever event occttrs first. The Red Brick center shall not be entitled to any part of any condemnation award for the value of the unexpired term of this agreement or for any other estate or interest in the Property, such amount belonging entirely to City. XIII. OPTIONAL IMPROVEMENTS AND ALTERATIONS The Red Brick Center, upon city's written consent, may, at its own expense and utilizing its own funds, make reasonable and necessary alterations or improvements to the Property. All alterations, additions and improvements shall be performed in a workmanlike manner, in accordance with all applicable building and safety codes, and shall not weaken or impair the structural strength or lessen the value of the premises. All alterations, additions and improvements made in or to the Property shall be the property of City and remain and be surrendered with the Property upon termination of this agreement. The Arts Council agrees that prior to any construction or installation of alterations, additions or improvements, Red Brick Center shall post on the Property, in a conspicuous place a notice ofnonrliability for mechanic's lien as specified at C.R.S. Section 38-22-105 on behalf of City and shall notify City of such posting and the exact location of same. Perfection ora mechanic's lien against the Property as a result of the Red Brick Center's acts or omissions may be treated by City as a material breach of this agreement. City also reserves the right, from time to time, at its own expense and by its officials, employees and contractors, to make such alterations, renovations or repairs in and about the Property as City deems necessary or desirable. City shall provide reasonable notice to the Red Brick center in advance of any intent to undertake alterations or repairs as authorized in this paragraph and all work shall be performed at such times as mutually agreed to between the parties so as to eliminate or minimize any disruption of the operation of the Property. XIV. TERM OF AGREEMENT The term of this agreement shall commence on September 1, 2003, and shall terminate on August 31, 2008. It is anticipated by the parties that two (2) months before the expiration date of this agreement the parties shall confer to determine (1) the appropriateness of renewing this agreement for a new term, (2) amending the agreement, (3) entering into an entirely new agreement, or (4) terminating the relationship between the partiesl If the parties are unable to decide upon an appropriate course of action at the end of the term of this agreement, then this agreement shall continue on a month-to- month basis until a new term and/or agreement has been established. The City shall maintain the option and unqualified right to terminate the services of the Red Brick Center and this agreement upon the expiration of the terms and/or after any month-to- month term as provided for hereinabove XV. START UP FEE The City acknowledges that the Red Brick Council has limited operating funds and hereby agrees to pay to he Arts Council a monthly start-up fee of One Thousand Four Hundred Fifty Dollars ($1,450.00) for services rendered by Red Brick Center during each month prior'to the date(s) upon which the Building is ready for occupancy and use by arts, non-profit and other tenants. During sUCh start-up period, which shall commence ninety (90) days before planned occupancy, Red Brick Center shall solicit and secure tenants for the building, establish operating and maintenance policies, and take whatever further steps as are necessary to prepare the Building for occupancy and operation. XVI. PARKING MITIGATION The Red Brick Center agrees to monitor and control the parking on-site based on the following requirements: a. No free parking shall be provided on-site on tenants. b. Tenants shall have the option of leasing two (2) on-site parking spaces, cost to be determined by Red Brick Center and required to be more than the daily cost at the parking garage. c. Red Brick Center shall designate free spaces for qualified carpools. d. Ail on-site spaces not leased to tenants or assigned to carpools shall be signed with the 2-hour limited for Red Brick Center for the Arts visitors. e. Brick Center shall be responsible for enforcing all of the parking issues above. XVilI. MISCELLANEOUS A. PERSONAL LIABiLITY The City acknowledges and agrees that the individuals comprising the Board of Trustees for the Red Brick Center shall not be responsible in their personal and individual capacities for the performance of the terms and conditions as set forth in this agreement and shall, likewise, not be personallY liable for the collection or Payment of funds as provided for, except that nothing herein shall e construed to relieve individual Board Members from acts or omissions ora willful, malicious or illegal nature. The parties further agree that his provision shall act as an absolute bar and defense to the commencement of any action or claim against Board Members in their personal and individual capacities by the City, except where such action or claim involves verified allegations of willful, malicious or illegal conduct. Any attempt by the City to assert a claim against one ore more of the Board Members in their individual or personal capacities, and which does not involve verified allegations of willful, malicious and/or illegal conduct, shall cause the City to pay reasonable attorney's fees and costs incurred by those against whom such a claim is asserted. B. NOTICES All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when delivered or mailed by certified mail, postage prepaid, addressed as follows: Executive Director Red Brick Center for the Arts Aspen, CO 81611 With acopyto: Legal Counsel If to City: City of Aspen, Colorado 130 South Galena Street Aspen, CO 81611 Attention: City Manager With a copy to: City Attorney 130 South Galena Aspen, CO 81611 C. SEVERABILITY In the event any provision of this agreement shall be held invalid or knenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenfomeable any other provision hereof. D. AMENDMENTS The terms of this agreement shall not be waived, altered, modified, supplemented or amended in any manner whatsoever except by written instrument signed by the City and the Red Brick Center. E. EXECUTION IN COUNTERPARTS This agreement may be executed in two counterparts, each of which shall be an original and both of which shall constitute but one and the same instrument. F. APPLICABLE LAW This agreement shall be governed by and construed in accordance with the laws of the State of Colorado and any action arising therefrom shall be maintained in the County or District Court in and for Pitkin County. G. CAPTIONS The captions or headings in this agreement are for convenience of reference only and in no way define, limit or describe the scope or intent of any provision or sections of this agreement. H. WAIVER The failure of the city to take action with respect to any breach of any term, covenant, or condition herein contained shall not be deemed to be a waiver of such term, covenant, or condition, or subsequent breach of the same, or any other term, covenant, or condition. I. ENTIRE AGREEMENT This agreement constitutes the entire agreement between the City and the Red Brick Center. No waiver, consent, modification or change of terms of this agreement' shall bind either party unless in writing signed by both parties, and then such waiver, consent, modification or change shall be effective only in the specific instance and for the specific purpose given. There are no understandings, agreements, representations or warranties, express or implied, not specified herein regarding this agreement or the Property. J. ADDITIONAL DOCUMENTS The parties further agree to execute and deliver such additional documents and agreements as necessary to carry out the intent of this agreement. K. NO THIRD PARTY BENEFICIARIES Ttfis agreement is not intended to create any right in or for the public, or any member of the public, including any subcontractor supplier, or any other third party, or to authorize anyone not a party to this agreement to maintain a suit to enforce or take advantage of its terms. L. ATTORNEY'S FEES If any action at law or in equity shall be brought t° recover any payment under this agreement, or for or on account of any breach of, or to enforce or interpret any of the covenantS, terms, or conditions of this agreement, the prevailing party shall be entitled to recover from the other party reasonable attorney's fees, the amount of which shall be fixed by the court and shall be made a part of anyjudgment or decree rendered. M. NO REMEDY EXCLUSIVE No remedy herein conferred upon or reserved to the City is intended to be exclusive and every such remedy shall be cumulative and in addition to every other remedy given under this agreement or existing at law or in equity. No delay or omission hereunder shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised form time to time and as often as may be deemed expedient. N. RED BRICK CENTER FOR THE ARTS AS NON-PROFIT The Red Brick Center hereby represents that it is a not-for-profit organization incorporated under the laws of the State of Colorado, that it is operated exclusively for charitable purposes as those terms are defined by Article X, Section 5 of the Colorado Constitution, and that it has received tax exempt status from the Internal Revenue Service pursuant to Section 501(c)(3) of the IRS Code. Any change or attempt to change the non-profit status of the Red Brick Center shall be reported in writing to the City immediately. CITY By: Helen Kalin Klanderud, Mayor ATTEST: Kathryn S. Koch, City Clerk RED BRICK CENTER FOR THE ARTS )Z?/?_4.~ ~-~r~ ~ Date Title: ~ ~,t WITNESS: JPW4)9/02/2003-G:\john\wordXagrkredbrick-management.doc James Lindt, 01:20 PM 09/02/2003, Re: legal description Page 1 of 1 X-Sender: jamesl~comdev X-Mailer: QUALCOMM Windows Eudora Pro Version 4.2.2 Date: Tue; 02 Sep 2003 13:20:53 -0600 To: Tim Anderson <tima~ci.aspen.co.us> From: James Lindt <jamesl~ci.aspen.co.us> Subject: Re: legal description Tim, The legal description is as follows: Lots A-I, and K-S, including the alley of Block 64; and Lots E, F, and G, and parts of Lots A, B, and C, of Block 71, of the City and Townsite of Aspen.