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HomeMy WebLinkAboutresolution.council.074-94 . e . RESOLUTION NO. f1~ (Series of 1994) A RESOLUTION APPROVING AN AGREEMENT BETWEEN THE CITY OF ASPEN, COLORADO, AND ASPEN SPORTS, INC., SETTING FORTH THE TERMS AND CONDITIONS FOR SERVICES RELATIVE TO THE OPERATION OF THE ASPEN MUNICIPAL GOLF COURSE, AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAID AGREEMENT ON BEHALF OF THE CITY OF ASPEN WHEREAS, there has been submitted to the City council an agreement between the City of Aspen and Aspen Sports, Inc. setting forth the terms and conditions upon which Aspen Sports, Inc. proposes to provide certain services relative to the opera- tion of the Aspen Municipal Golf Course, a copy of which agree- ment is annexed hereto and made a part hereof. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO: section 1 That .the City Council of the City of Aspen hereby approves that agreement between the City of Aspen, Colorado, and Aspen Sports, Inc., a copy of which is annexed hereto and incorporated herein, and does hereby authorize the City Manager to execute said agreement WJ :~~alf Of. the city Dated: ~ 3 of Aspen. , 1994. John ~ . ~ /. O?~J . Bennett, Mayor I, Kathryn S. Koch, duly appointed and acting city Clerk do certify that the foregoing is a true and accurate copy of that . . I- resolution adopted by the city council of the City of Aspen, Colorado, at a. meeting held JklLf2~~~) ~~ , 1~~4. ~ ,~ Kath~~~ity Clerk 2 e e . h~G AGREEMENT THIS AGREEMENT entered into at Aspen, Colorado, this .~~ day of ~~ , 1994, by and between the city of Aspe , Colorado, a municipal corporation and home rule City ("City") and Aspen Sports, Inc., a Colorado corporation ("Contriictor") . WITNESSETH: WHEREAS, City is the owner of the Municipal Golf Course in Aspen, Colorado, and desires to enter into an agreement whereby certain services will be provided in relation to the operation of the Pro Shop; and WHEREAS, Contractor now operates a retail sporting goods shop in Aspen, Colorado, and desires to contract with the city to provide the pro shop services; and WHEREAS, Contractor has submitted a proposal to the City wherein Contractor has described the services it intends to provide in connection with the operation of the City's golf pro shop; and WHEREAS, the Aspen city Council, by Resolution, authorized the Mayor to enter into this Agreement on behalf of the city of Aspen, Colorado. NOW, THEREFORE, in consideration of the mutual terms and conditions herein, the parties agree as follows: I. TERM This Agreement shall be effective as of April 1, 1995, and shall automatically renew on an annual basis for a period of five (5) successive golf seasons. For purposes of this paragraph, "golf season" shall mean the period from April 1st to November 1st of each year. II. DUTIES OF CONTRACTOR During the Term, Contractor agrees: A: To provide the golf pro shop services described herein for Ithe 1995, 1996, 1997, 1998 and 1999 golf seasons. B. To hire, train, supervise and manage, at Contractor'js sole expense, a staff sufficient to enable Contractor to provi~e the services described in this Agreement. Notwithstanding the generality of the foregoing, Contractor shall employ at least 'one e . . full-time PGA Class A professional and at least two full-time PGA~certified assistants. These individuals shall be in additioh to the other staff described elsewhere in this Agreement. In all cases, all employees of Contractor providing services hereunder shall require approval of City prior to and during employment. C. To collect for the exclusive benefit of the City all green fees, tournament fees and any other fee charged by the City for the use of the golf course. D. To supervise the starting play of all persons, groups, outings and events. E. expense, monthly, To install, operate and maintain, at its sole cost and a handicap system which shall be updated at least bi- in accordance with USGA guidelines and regulations. F. To administer all rules and regulations which may be established by the City or its representatives in connection with the use of the golf course and all of its facilities and to do so in a manner which promotes the enjoyment of the golf course by members of the community. G. To direct the professional staff to devote a reasonable number of hours playing golf with patrons of the golf course. This service will be provided to all golfers regardless of ability and shall be gratis. Contractor shall provide a report each month to the golf superintendent indicating the time spent by its staff in fulfilling this obligation. H. To assist the Men's and Women's Golf Associations, and as may be requested by each association, to assist in the orgahi- zation, supervision and conduct of association tournaments and special events. I. To provide sufficient power carts for daily use, tournaments, outings and special events. J. To prepare information sheets, rules sheets and score cards for all tournaments, events and outings and to assist in score posting, rules decisions and other services as may be requested by the event organizers. Contractor will endeavor, in so far as possible, to apply USGA rules and policies to all events. K. To implement a speed of play program based on the "interval system" or such other system as may be directed by the Director of Golf or other City Representative. 2 . .'. 'II!, .'.. < L. To keep records of all transactions in the golf pro shop relating to services provided under this Agreement and to provide to the city, by the 10th day of. each month, a report setting out all receipts from the previous month and delineating the following revenue categories: Golf cart rental (power), cart rental (pull), range fees, retail sales, locker rental, equipment rental, lessons, club repair and miscellaneous. City reserves the right, in its sole discretion, to add to and delete from this report. All of Contractor's books and records relating to the services to be provided hereunder shall, at all reasonable times, be available to inspection by the City or its duly authorized representatives. M. To provide a minimum of twenty (20) sets of rental golf clubs which shall include Callaway, Ping, Ben Hogan or an equiva- lent. N. To remodel the Men's and Women's locker rooms which shall include the installation of new lockers. Contractor shall incur an expenditure of approximately Twelve Thousand Five Hundred Dollars ($12,500.00) in connection with this project and it is expressly understood and agreed that upon completion, the lockers shall be the property of the City. This work will be completed by May 1, 1995. Contractor shall submit its plans for this remodel to the city before work commences and shall .submit a complete report and evidence of expenditures confirming that the requisite amounts have been expended. O. To purchase and install, at its sole cost and expense, an automated telephone system at an approximate cost of Two Thousand Seven Hundred Fifty Dollars ($2,750.00). This equipment will be installed and operating by May 1, 1995, and upon instal- lation, it will become the exclusive property of the City. Contractor shall submit to the city the installation contract or. other evidence of compliance with this paragraph. P. To provide an open catalog for special orders of shoes and golf clubs, in addition to in-stock selections. Q. To automate the tee sheet to improve efficiency. To fulfill this requirement, Contractor shall purchase, at its sole cost and expense, a "Fee Time 2000" program with computer at a cost of approximately One Thousand Nine Hundred Ninety-five Dollars ($1,995.00). This system shall be installed and opera~ tional not later than May 1, 1995. Contractor shall submit to the city evidence of its compliance with this requirement. R. To have an inventory of One Hundred Fifty Thousand Dollars ($150,000.00) in the pro shop by the 15th day after the 3 e e . opening day of each season. The value of the inventory shall be based on actual purchase cost. Gift certificates from tourna- ments shall be redeemable in all retail stores operated by the Contractor. Contractor shall submit to the City evidence of its compliance with this requirement. . S. To provide a full-time, forty-eight (48) hour turn- around club repair service on-site. Contractor shall provide fUll-service, including re-grips, re-shafts, to refinishes of golf clubs. Problems with manufacturers' products, including warranty claims, shall be returned to the manufacturer even if Contractor does not sell that line of product in the shop. T. To provide a bag pickup service in the parking lot ahd a retrieval system for golf carts. This service shall be de- signed to improve the speed of check-in/check-out and will be provided from June '15th to September 1st of each golf season. U. To provide forty-five (45) new electric carts which shall be equipped with sun roofs, and sand/seed dispensers. Contractor shall have an additional twenty-five (25) carts available each day for a total of seventy (70) carts on any given day for use at the golf course. In addition, 1. Contractor shall provide a liability waiver form to be signed by all cart users. Said waiver form shall be approved by the City Attorney. 2. Two golf carts shall be kept for use in the park- ing lot for the pick-up and delivery of golf clubs and players in order to upgrade the operation of the golf course. 3. Contractor shall provide, at its sole expense, carts for use in the ranger and starter program. 4. Riding cart rates shall be Fifteen Dollars ($15.00) for nine holes and Twenty-five Dollars ($25.00) for eighteen holes. Additionally, Con- tractor shall provide a twenty-punch pass ticket for locals. The fee for the pass ticket.shall be Two Hundred Five Dollars ($205.00), which entitles the holder to twenty (20) 9-hole golf cart rounds. 5. Contractor shall provide six (6) bag mounting racks free of charge upon request of players. 6. Contractor shall provide twenty (20) pull carts for daily use. The rate for pull cart rental 4 e e . shall be Three Dollars ($3.00) for nine holes and six Dollars ($6.00) for eighteen holes. 7. Contractor shall, in accordance with plans and specifications to be approved by the City, con- struct an addition to the cart storage barn of approximately 900 square feet; provided, however, that Contractor's cost for this addition shall be approximately This construction shall be completed not later than June 15,' 1995. V. To provide practice range services, which shall include the following: 1. The range shall be open for use during the golf season on the following schedule: April and May 8:00 a.m. to 7:00 p.m. June 1 to September 15 6:30 a.m. to 8:00 p.m. September 16 to close 8:00 a.m. to 6:00 p.m. Contractor shall operate the practice range in such a manner so as to ensure that range balls are available to range patrons during all range hours. 2. The price to be charged for a.large bucket (or bag, if determined by the City that bags shall be used) shall be Four Dollars and 50/100 ($4.50). Premium pass description and price to be set by the Director of Golf by March 1st of each season. 3. Contractor shall purchase and make available for use when needed one (1) back-up ball picker. Contractor shall also purchase each year of the term, 20,000 new range balls, all of which shall be purchased and on-site, and all in use, not later than April 15th of each golf season. The brand, color and identifying marking or logo shall be specified by the City not later than January 1st of any year. 4. Contractor shall routinely perform the following maintenance services in connection with the prac- tice range: a. The entire range area, including the private tee, putting surface and bunker area shall be kept clear of trash and debris. 5 . e -. '. b. Contractor shall provide, at its sole cost and expense, a minimum of six (6) scrubbers and not less than twelve (12) bag stands, both of a design and style to be determined by the city. c. Contractor shall provide and maintain (clean daily and replace with water) at least two water coolers on the practice tees. d. Contractor shall, as directed by the Golf Superintendent, each evening, move the ropes designating the hitting areas. 5. Contractor shall devise a system for dispensing range tokens not later than May 1, 1995. Contractor shall, on or before July 1, 1995, im- prove the driving range fencing, tee area and target areas in accordance with plans to be sub- mitted and approved by the City. Provided, howev- er, that Contractor's total expenditure for these improvements will not exceed Eight Thousand Four Hundred Dollars ($8,400.00); provided, further, that City may, in its sole discretion, require that Contractor make a payment to City in the amount of Eight Thousand Four Hundred Dollars ($8,400.00) in lieu of its obligations under this subparagraph which payment will be made within ten (10) days of a request from city. 7. Contractor acknowledges that during the term of this agreement, construction work in connection with the golf course and practice range may have the effect of limiting use of the range and may consequently reduce revenue. In any such event, City shall have no financial responsibility to Contractor for any reduced or lost revenues. 6. w. To provide a golf instruction program which will include the following: 1. Two full-time PGA certified instructors shall be available for lessons at all times during the day. 2. Clinics for ladies will be held two days per week from 5:30 p.m. to 7:00 p.m. (Saturday/Sunday will be 10:00 a.m. to 12:00 noon); Contractor will also 6 tit e . provide six (6) one-hour clinics for seniors dur- ing June, July and August. 3. Contractor shall provide private lessons in the form of one hour or one-half hour instruction. The rates shall be as follows: Alden Richards and Chris Hanson $70.00/hr. $40.00/half/hour All other instructors $60.00/hr. $35.00/half hour x. To provide a Ranger and starter Program which shall include the following: 1. At Contractor's sole cost and expense, Contractor shall employ sufficient staff to provide not less than one ranger and one starter during all hours of course operation during the period May 25th to September 15th of each golf season. In the event that additional rangers or starters are required to achieve the City goals relating to speed of play, as these .goals may be determined from time to time and in the sole discretion of the City, Contractor shall employ such staff as may be re- quired, provided, however, that Contractor's mini- mum payroll expense for rangers and starters shall be Twenty Thousand Dollars ($20,000.00) for each of the golf seasons of 1995, 1996 and 1997. For each of the last two years of this term, that is 1998 and 1999, this amount shall be increased by the increase in the Consumer Price Index over 1995. Contractor shall, not later than November 30th of each year, submit evidence to the city of its expenditures for payroll for the rangers and starters' for the previous golf season. 2. Contractor shall provide uniforms for its ranger and starter staff at Contractor's sole cost and expense. III. DUTIES OF CITY During the term of this Agreement, City agrees: A. . To permit Contractor to use, during the period from April 1st to November 1st of each year, the facility consisting of approximately 2,50,0 square feet located on the golf course 7 . . . property, commonly known as the Golf Pro Shop, for Contractor's sole use and occupancy with respect to its duties and privileges under this Agreement. B. To permit Contractor to use, during the period from April 1st to November 1st of each year, the facility commonly known as the cart storage barn, for Contractor's sole use and occupancy with respect to its duties and privileges under this Agreement. C. Contractor is permitted to use the new addition to the cart barn year round. IV. PAYMENTS TO CITY A. Amount of Payment: Contractor shall pay to City the sum of One Hundred Twenty-five Thousand Dollars ($125,000.00), Seventy-five Thousand Dollars ($75,000.00) to be paid on April 30 and Fifty Thousand Dollars ($50,000.00) to be paid on 'Septembe~ 30 of each year of the term of this Agreement. Provided, howev- er, that City may elect, in its sole and absolute discretion, to receive payments for any remaining terms in a "lump-sum payment" by giving Contractor such notice of its intention to do so not later than February 28th of any year of the term of this Agree- ment. For example, city may notify Contractor on February 28, 1996, of its intention to elect to receive the payment:;; due in 1996, 1997, 1998 and 1999 in one lump sum, which shall then be due on April 30, 1996. Provided, however, that in the event of such election by City, Contractor shall be entitled to a discount in the amounts which would otherwise be due for such future periods, such discount to be calculated using a discount rate equivalent to the Contractor's average cost of borrowing during the twelve months immediately preceding the date notice is given. B. Inspection of Books and Records: Contractor shall keep such books and records as may be required by City and City shall have the right, during ordinary business hours, without prior notice, to inspect Contractor's books and records and to make copies thereof or extracts therefrom concerning the operation of the pro shop or the range facilities and services. 8 e e e operation of the golf pro shop. This report shall be in a form and contain such information as the City may, in its sole discre- tion, require. E. Increases in Fees: Contractor may request an increase in any fee to be charged patrons for the pro shop services described herein; provided, however, any such proposed increase must first be submitted to City's Director of Golf, in writing, not later than October ~st of any year setting forth the reasons for the proposed increase. The proposed increase may be accepted or rejected by the Director of Golf, provided that in the event of rejection, Contractor may appeal to the City Council, whose decision granting or rejecting the requested increase shall be final. v. USE AND OCCUPATION OF PRO SHOP BUILDING AND GOLF CART SHED In consideration of the duties to be performed by Contractor hereunder, City shall permit Contractor sole use and occupancy of the golf cart storage shed and golf pro shop buildings (hereinaf- ter collectively referred to as "Premises"), upon .the following terms and conditions: A. Space: Contractor shall use the golf cart storage shed for the purpose of storing and maintaining power electric golf carts and related equipment. Contractor shall use the approxi- mately 2,500 square feet of space ih the golf pro shop building for the purpose of retail sales of golf equipment, clothing and supplies, for storage facilities, for business offices in connec- tion with its duties and responsibilities under this agreement. Contractor shall not use the above-described premises for any other purposes without the City's prior written consent. Con- tractor's use and occupancy of the above-described premises shall comply with the rules, regulations and ordinances of any govern- mental authority having jurisdiction in the premises or the activities performed thereon. Additionally, Contractor shall not use the premises in any manner that will increase risks covered by insurance on the premises and result in an increase in the rate of insurance or a cancellation of any insurance policy, even if such use may be in furtherance of Contractor's retail sales or operation of the range facilities. Contractor shall not keep, use or sell anything prohibited by any policy of fire insurance covering the premises. , B. Maintenance and Repairs: Contrafl~tor shall, at Contrac- tor's sole expense, maintain the interior of the premises in good condition and repair in accordance with good housekeeping prac- tices. city shall, at its own expense, maintain the exterior of 9 e - e the buildings. city shall reimburse Contractor for the expense of any repairs to the building which Contractor may be required to make which are occasioned by the acts or neglect of city, its agents or employees, and Contractor shall reimburse City for the expense of any repairs which city may be required to make which are occasioned by the acts or neglects of Contractor, its agents or employees. C. Taxes: Contractor shall pay all personal property and other taxes lawfully assessed against the premises by reason of Contractor's use and occupancy thereof. D. utilities and Security Systems The City shall, at its own expense, provide all water, heat and electric utilities for the building. Additionally, the city shall pay for local tele- phone service and telephone calls with respect to the operation of the Pro Shop, but Contractor shall reimburse City for all calls unrelated to the operation of the Pro Shop, and all long distance calls as may be determined by the city. ACenturian Security system has been installed at the expense of the City, but maintenance and service charges for the security system shall be paid by Contractor, if utilized. E. Insurance: operator shall save and hold city harmless from any liability or injury to any person or damage to property on or about the premises from any cause whatsoever, and shall procure, at Operator's own expense, for the benefit of Operator and city, fire/casualty insurance in an amount equal to the replacement cost of the golf pro shop building and golf cart storage shed equal to the replacement costs (including inventory, equipment, fixtures and golf carts) and public liability insur- ance with limits of not less than those set forth in C.R.S. section 24-10-114, as it may be amended from time to time. Operator shall maintain such insurance in full force and effect during the term of this Agreement and shall furnish the City with a copy of such insurance policy or a certificate evidencing the issuance thereof prior to occupancy of the pro shop and golf cart storage shed. All insurance policies required pursuant to this paragraph shall contain the following endorsement: "It is hereby understood and agreed that this insurance policy may not be canceled nor the intention not to renew be stated by surety,' until thirty (30) days after receipt by city, by r~gistered mail of the written notice of such intention to cancel or not to renew." 10 e e e F. Time of Occupancy, Acceptance and Surrender of the Premises: Contractor may use and occupy the golf cart storage facility during the entire term of this Agreement, as long as it has possession of golf power carts which must be stored and maintained. Contractor shall be entitled to use and occupy the golf pro shop and golf storage shed during the golf season; provided, however, Contractor shall surrender occupancy of the golf cart storage building by November 1 of each year of this lease or at such time as power or electric golf carts are no longer stored in the building and shall surrender the use and occupancy of the golf pro shop building on or before November 1 (or such later date if the golf season is extended) of each year this Agreement is in effect and the Contractor shall be entitled to reuse and occupy the buildings on or after April 1 of any year this Agreement is in effect. occupancy of the premises by the Contractor shall be construed as recognition that the premises are in a good state of repair and in sanitary condition. Any' personal property of Contractor, or anyone claiming under Con- tractor, which shall remain surrendered, shall be deemed to have been abandoned and may be retained by city as its property, or disposed of by city in such manner as city sees fit. The provi- sions herein for use and occupancy of the premises may be varied only on written agreement of the parties. G. signs: Contractor shall not place any signs upon the premises or upon the buildings, except of such design and con- struction as may be permitted by city. Any sign permitted by city shall at all times comply with applicable ordinances, rules and regulations. H. Access to Premises: city shall be entitled to enter upon the Premises at all reasonable hours for the purpose of inspecting the same, preventing waste or loss, or enforcing any of City's rights hereunder. I. Improvements: Contractor shall make no improvements, alterations or additions without the prior written consent of the city. All alterations and additions shall remain as part of the premises. J. No Encumbrances: Contractor shall not pledge, hypothe- cate or encumber the premises with any mortgage or lien indebted- ness without city's prior consent. VI. FEE~ FOR USE OF GOLF COURSE I All green fees and punch pass fees or any other fee paid for the use of the golf course, all payments of any kind by third parties for use of any of the golf course or golf pro shop 11 e - . facilities or any other fee associated with the privilege and right of patrons to use the golf course shall be and remain the property of the city and shall be collected by Contractor. All revenue derived from collection of said.fees shall be deposited as determined by the Director of Finance of the City of Aspen. Contractor shall not allow any person to play on the golf course without payment of the applicable fee required by the rules and regulations of the City for the operation of the course without the express approval of the Director of Golf. Contractor shall be entitled to receive ten (10) non-trans- ferrable season's passes without charge for such employees as are designated in written application to the city. VII. PROPERTY DAMAGE OR INJURY, INDEMNITY Contractor agrees to pay all damages for personal injuries and/or damage or injury to real or personal property arising out of any negligent act or deed or any omission or act of the Contractor or any servant, agent or employee. contractor further covenants and agrees to indemnify, save and keep the City harm- less against all liabilities, judgments, costs, damages, and expenses from any and all claims of any kind or nature whatsoev- er, including city's legal costs and fees, which may in any manner be claimed against the City for and on account of personal injuries and/or injury or damage to real or personal property or to the loss of any personal property caused or claimed to have been caused as a result of any negligent act or deed or failure to act of Contractor or its servants, agents or employees. VIII. NO PARTNERSHIP OR AGENCY This Agreement is not intended to create any relationship between Contractor and City other than Contractor acting as an independent contractor, and Contractor is neither the agent, partner, employee or joint venturer of or with the city. Except as otherwise provided in this Agreement, Contractor shall not assume or create any financial or other obligation on behalf of the city. No act or assistance given by the City shall alter this relationship. IX. PERFORMANCE AND BREACH A. When' Non-Performance Not Breach: Should either party hereto be unable to, or be delayed in, performing any provision of this contract by reason of fire, strikes, or labor dispute, accidents, acts of God or the public enemy, such non-performance or delay shall not constitute a breach hereof. 12 e e e, ~ ~. B. Default by Contractor: Should Contractor, without cause, fail or refuse to perform or comply with any provisions of this Agreement, should a voluntary or involuntary petition in bankruptcy be commenced, or an assignment for the benefit of Contractor's creditors be made, or should a receiver be appointed for all or a part of Contractor's business or assets, then City may, at its option, and in addition to any other remedies it may have in law or inequity, terminate this Agreement by giving Contractor seven (7) days' written notice of its intent to do so. C. Default by city: Should City, without cause, fail or refuse to comply with any provision of this Agreement, and if city does not remedy such default within seven (7) days after receipt of a written notice from Contractor specifying the nature of such default and demanding its cure, Contractor may, at its option, and in addition to any other remedies which it may have at law or in equity, terminate this Agreement by giving city fifteen (15) days' written notice of its intention to do so. D. Final Accounting: Should this Agreement be terminated by either party pursuant to the provisions of this section, a complete accounting shall be made by the parties within thirty (30) days after such termination. X. ARBITRATION OF DISPUTES Any and all disputes arising out of or in connection with the operation of the golf course shall be presented to the city Manager of the city of Aspen within five (5) days after the controversy arises. Thereafter, the city Manager will attempt to resolve such dispute, within the four corners of this agree- ment. IX. GENERAL PROVISIONS A. Assignment of Agreement: Neither party to this Agree- ment may.assign this Agreement or interest therein or subcontract for the provision of the services to be provided hereunder without the written consent of the other party. B. Controlling Law: The laws of the State of Colorado shall govern the construction and interpretation of this Agree- ment and the parties stipulate that venue shall be in the courts of Pitkin County, Colorado. C. Entire Agreement: This Agreement contains the entire agreement of the parties hereto in relation to the subject matter hereof, and may not be modified except by written agreement of the parties. 13 e - . D. Notice: All notices required hereunder shall be in writing and shall be deemed to have been given if either deliv- ered personally or mailed by certified mail or registered mail to Contractor and to city, as the case may be, at their respective addresses as follows or to such other address as either party may designate by written instruction to the other: CONTRACTOR: CITY: Aspen Sports,: Inc. 408 East'Cooper Aspen, CO 81611 city Manager city of Aspen 130 S. Galena Street Aspen, CO 81611 E. Binding Effect: This Agreement shall be binding upon and shall inure to the benefit of Contractor and City and their respective successors and assigns. F. Description Headings: Descriptive headings contained herein are inserted for convenience and reference only and shall not in any way limit or amplify the terms and conditions con- tained herein. G. Attorney's Fees: If legal action is brought to enforce the provisions of this Agreement, the prevailing party shall be entitled to recover its costs and expenses, including reasonable attorney's fees and expert witness fees. H. Severability: If any of the provisions of this Agre$- ment shall contravene or be invalid under the laws of the State of Colorado; such contravention or invalidity shall not invali- date the entire Agreement, but the Agreement shall be construeq as if not containing the particular provision or provisions held to be invalid, and the rights and obligations of the Contractor and the City shall be enforced accordingly. IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written. OPERATOR: ASPEN SPORTS, INC., a Colorado corporation /7L C) By: ~r Title: [ fJrMiJl....t- ~ 14 ~ ~., . . ATTEST: CITY OF ASPEN, COLORADO 15