HomeMy WebLinkAboutresolution.council.086-94 RESOLUTION NO. ~
Series of 1994
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO,
APPROVING A MANAGEMENT AGREEMENT BETWEEN THE CITY OF ASPEN AND
ROARING FORK COMMUNITY PARTNERS, LLC, FOR THE OPERATION ~
MANAGEMENT OF COZY POINT RANCH, AND AUTHORIZING THE CITY MANAGER
TO EXECUTE SAID AGREEMENT ON BEHALF OF THE CITY OF ASPEN, COLORADO.
WHEREAS, there has been submitted to the City Council a management agreement
between the City of Aspen and Roaring Fork Community Partners, LLC, for the operation and
management of the Cozy Point Ranch, a true 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 Roaring Fork Community Partners, LLC, for the operation and
management of Cozy Point Ranch, and does hereby authorize the City Manager of the City of
Aspen 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 c~ day of '~994.
Sr-
· Bennett, Mayor
I, Kathryn S. Koch, duly appointed and acting City Clerk do certify that the foregoing
isa tru~ 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.
Kathry~/~. Koch, City Clerk
MANAGE NT AGREEMENT
T qS MANAGEMENT AGREEMENT is made and entered into
this~_~ay of November, 1994, by and between the CITY OFASPEN~
COLORADO~ a municipal corporation, 130 S. Galena, Aspen, CO 81611
( ',city" ) , and ROARING FORK COMMUNITY PARTNERS~ LLC, a Colorado
limited liability company, 421-D Aspen Airport Business Center,
Aspen, CO 81611 ("RFCP"), with reference to the following:
WITNESSETI{:
W~REAS, the City and RFCP have entered into an Assignment
and Participation Agreement for the Purchase and Preservation of
Cozy Point Ranch dated October 6, 1994 (the ,,Assignment Agree-
ment''), a copy of which is attached hereto as Exhibit "A"; and
W~EREAS, the Cozy Point Ranch property (the ,,Property") was
purchased by the city for public open space, recreation, affordable
housing and other communityuses and purposes; and
WI~REAS, RFCP under the Agreement is to have and exercise
all initial management responsibilities for the Property and the
ranching and equestrian activities thereon; and
W~gEAS, the City and RFCP desire to set forth in t~is
Management Agreement the terms and conditions governing the
operation and management of the Property; and
WI~EREAS, the City and RFCP are authorized and willing !to
enter into this agreement for the purposes as described herein.i
NOW, THEREFORE, in consideration of the mutual promises
herein contained, the city and RFCP agree as follows:
I. MANAGEMENT SERVICES
The city hereby retains RFCP to provide all management
services necessary to operate and maintain the entire Property.
Management services as provided by RFCP shall include the
following:
1. RFCP shall he solely responsible during the term hereof
for the management, operations, repair and maintenance of ProPerty.
RFCP shall use its best efforts to insure that the Property
including all ranch and equestrian center improvements and
equipment are maintained in an attractive and safe condition andiin
good repair. ,,Maintenance" shall include the provision of utility
services to the Buildings; grass cutting; snow removal from
accessways, parking areas and outdoor walkways; non-structural and
routine repairs to the barns, houses, arenas, irrigation system and
fencing including routine repairs to lighting, plumbing, electrical
facllltles, refuse disposal; the purchase of
and ventilation ' ' ' '
supplies and materials necessary for all ranching and equestrian
activities; and other work reasonably required to maintain and
operate the Property. RFCP shall not be responsible for structural
and other non-routine repairs and capital improvements as defined
in Section II. such repairs and improvements shall be made ~n
accordance with Section II herein.
2. RFCP shall use its best efforts to staff both the Ranch
and the Equestrian Center with well-qualified employees of RFCP lin
order to realize the goal of preserving and enhancing both the open
space and the community recreational opportunities provided on the
Property. Pursuant thereto, RFCP shall negotiate and execute aill
agreements with contractors, subcontractors, employees and vendors
necessary and appropriate to carry on its management responsibili-
ties hereunder. RFCP shall not enter into any agreement with ~ny
tenant, contractor, subcontractor, employee or vendor for a term iof
more than one (1) year without the written consent of the city.!
3. RFCP shall use its best efforts to offer a balanced mix
of equestrian activities and to establish a range of fees and
charges so as to attract and serve a broad segment of the community
while producing sufficient revenue to defray operating expenses,
pay management fees and build a capital reserve fund as providediin
Section V below. When and as the personnel, stock and equipment
allow, these programs shall include a school horse lesson program
for children and adults and a handicapped riding program for
physically challenged riders, city shall review in advance the
program of equestrian activities and associated fees and charges
prior to implementation by RFCP.
4. RFCP shall use its best efforts to promptly collect all
horse board, rents, deposits, fees and other income derived from
the operations of the Equestrian Center. RFCP may execute &nd
serve such notices and demands as are necessary to collect
delinquent amounts or secure compliance with horse boarding and
related agreements. Pursuant to these duties, RFCP shall be
authorized to the extent permitted by law, at its cost, to under-
take, compromise or terminate such legal actions as it may deem
necessary to collect delinquent amounts, recover possessionlof
rented property, or secure compliance with rental terms from non-
complying customers. No other form of legal action may be
instituted, compromised, or terminated by ~FCP without the prior
written consent of the city as obtained ~hrough the office of the
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city Attorney. Any and all attorney's fees or costs awarded as
part of any judgment or court order against a boarder or customer
shall be the property of RFCP.
5. RFCP shall use its best efforts to work with such other
consultants as RFCP may in its sole discretion select for purposes
of analyzing and presenting to City one or more alternative plans
for attracting other836xpub~dprivate investors in the ownershiip
of the Prperty pursuant Section 1.4 of the Assignment
Agreement. RFCP shall be solely responsible for all fees and costs
of such consultants.
6. RFCP shall submit periodic Status Reports to the city
Manager for distribution to city officials and staff in order ito
facilitate city monitoring of all activities on the Property, any
incidents or complaints, and all issues requiring city action ior
decision.
H. STRUCTURAL REPAIRS AND CAPITAL IMPROVEMENT
i. The City and RFCP jointly acknowledge that while certain
improvements on the Property have undergone slgnlilcan and
extraordinary structural repairs and capital improvements priorlto
the city's purchase, additional capital improvements may be
required in order to make the barns, arenas, houses, irrigation
system and fencing serviceable for operation of the Property. For
purposes of this provision, capital improvements shall include
permanent structural alterations, extensions of utilities, erection
of fencing, construction of new arenas and paddocks, and other
similar additions to the Property and its value.
2. One of RFCP'S management responsibilities under this
agreement shall be to advise and assist the city in prlorltlzl g
immediate and future structural repairs and/or capital improvements
to the Property involving such matters as roofs, exterior walls,
interior bearing walls, building foundations, the plumbing, water,
sewer, electrical, heating and/or ventilation systems in each
building, extending utilities and irrigation systems, and replacing
fixtures and equipment.
3. The city shall be responsible for those structural and
non-routine repairs and capital improvements which the C~ty
approves 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 lnsufflclen capital reserves, the City
may, in its sole and exclusive discretion, utilize other funds
within its control to undertake such necessary repairs and/or
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improvements. Such expenditures may be reimbursed to the extent
possible to the city from net income to RFCP derived from income-
producing uses of the Property.
4. Prior to the city exercising its discretion to utilize
other funds for structural repairs and/or capital improvements, the
City shall take into consideration efforts undertaken by RFCP to
raise funds for same from other public agencies or from fund
raising activities undertaken by RFCP. 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.
I11. CITY OBLIGATIONS
1. city shall use its best efforts to notify RFCP in advance
of all meetings pertaining to the purchase, retention, and use of
the Property with other agencies (e.g., Pitkin County BOCC,
Planning office, CDOT, Town of Snowmass Village, neighboring
homeowner associations, ESFS, Etc.).
2. city shall use its best efforts to facilitate in kind
contributions of City equipment and related personnel when
available for projects to maintain and improve the Property
undertaken by RFCP.
IV. USES OFTHEPROPERTY
The Property shall be used for open space, agricultural,
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equestrian, other community recreatlona and potential futUre
affordable housing purposes. No use or activity not authorized'las
provided for in this agreement shall be permitted on the Property.
RFCP shall not allow any use or activity which may be prohibitediby
any insurance policy/coverage applicable to the Property.
RFCP shall secure such permits as may be required by Pitkin
County for uses of and activities on the Property and shall notify
city and other organizations and agencies (e.g., Brush Creek
Homeowners, Snowmass Village, Sheriff, etc.) as appropriate iin
advance of all special events on the Property. RFCP shall also not
permit the erection or display of any sign(s) on the Property
without complying with all applicable Pitkin County sign
regulations and first having secured written permission therefor
from the city Manager. Finally, RFCP agrees to comply with all
laws, ordinances, rules and regulations that may pertain or apply
to the Property and its uses.
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V. AMF, RICANS WITH DISABH]TIES ACT OF 1990
Notwithstanding any other provision as contained within th~s
agreement, the parties acknowledge and agree that the city shall be
solely responsible to undertake any necessary modifications or
improvements to the Property as may be required at any time in the
future by reason of the A~ericans With Disabilities Act of 19190
("Act"). Moreover, the parties agree that RFCP shall not he
responsible for indemnifying the city for any actions, civil !or
otherwise, arising from the use of the Property and brought
enforce compliance by the city with the provisions of the Act.
Should the city determine or be required to undertake modificati°ns
to the 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 modifications.
VI. B q' DING INCOME DISBURSEMENT
1. Op~-~ING EXPENSES AND MAI~NA~CE. Rents, fees, horse board
and all other income derived from the management, operation andlor
use of the Property shall be collected by and paid to RFCP. From
such revenues RFCP shall defray all costs and expenses of managing
the Property including but not limited to ordinary repair and
maintenance, utilities, liability insurance, equipment, supplies
and personnel.
2. MANA~EMEN~ FEES. RFCP, after the payment of the amountslas
specified in Paragraph 1 above, shall be entitled to collect and
retain from revenues a monthly management fee in the amountlof
fifteen percent (15%) of total revenues as compensation for its
management services as described herein.
3. CAPITAL REs~Rv~ND' After the disbursements as specified
in Paragraphs 1 and 2 above, RFCP shall pay any and all remaining
collected revenues into a capital reserve fund which shall become
the property of the city. Such reserve fund shall be appliedi as
necessary to defray the costs of capital repairs and/or improve-
ments as described in Sections II and III during the life of this
Management Agreement.
VII. RECORDS AND REPORTS
RFCP shall keep up-to-date books and records that reflect iall
revenues and all expenditures incurred in connection with !the
management and operation of the Property. The books, accounts, iand
records shall be maintained at the principal place of business of
RFCP. S~ch books and records shall also clearly identify all
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' t
equlpmen , supplies, tools and other materials on the Property
which have been purchased, leased or otherwise owned or furnished
by RFCP. RFCP 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 three (3)
business day's notice.
RFCP shall furnish to the city, no later than the end of the
next succeeding month, a detailed statement of all revenues and
expenditures for each preceding quarter, which shall reflect income
received and expenses incurred. All invoices, statements, purchase
orders, and billings received or paid during such preceding month,
as well as such other information relating to the operation
management of the property, as the city deems pertinent, will be
made available for City review upon request.
RFCP shall submit an annual written report to the city onior
before October 1 of each year commencing October 1, 1995. sUch
report shall accurately reflect all revenues and expenses associ-
ated with the operation and maintenance of the Property during the
preceding year. Simultaneously, RFCP shall submit a budget and
operating plan for the Property for the forthcoming year, including
plans for any capital expenditures or improvements.
Upon the expiration or other termination of this agreement,
RFCP shall prepare and submit a final written report of all
revenues and expenditures associated with the operation of the
Property within sixty (60) days and shall preserve all books,
ledgers, documents and other records pertaining thereto for a
period of at least three (3) years.
VIII. BANK ACCOUNTS
OPERATIONS ACCOUNT. RFCP shall deposit all revenues from the
Property into a general property management operations bank account
with RFCP as authorized signatory. The account shall be malntalne
at all times in a national or state bank that is a member of the
Federal Deposit Insurance Corporation. RFCP shall not commingle
any of the revenues or other income derived from the operations of
the Property with any revenues or other income from other
activities of RFCP, if any. RFCP shall pay all operation land
management expenses and other costs with respect to the Property
from the said account.
IX. EMPLOYEES
RFCP shall employ, discharge and supervise all persons iand
contractors as required for the efficient operation and maintenance
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of the Property. such persons shall not be construed as employees
or contractors of the city when employed or hired by RFCP. RFCP
shall be solely responsible to pay all wages, withholding taxeS,
FICA, worker's compensation insurance, fees and costs associated
with such personnel. RFCP shall exercise reasonable care in the
hiring of all employees and contractors and shall require all
equestrian trainers to secure and maintain errors and omission'
insurance coverage naming both the city and RFCP as additional
insured. A Certificate of such insurance shall be provided to
city.
X. INDEMNIFICATION AND INSURANCE
RFCP shall require signed Releases of Liability of both the
city and RFCP from all boarders and all participants in equestrian
activities on the Property. The Release shall be in the form
attached hereto as Exhibit "B". RFCP 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 deaths to any and all
persons arising out of or in connection with the maintenance, use
or occupancy of the Property. Nothing herein, however, shall be
construed to impose liability or responsibility upon RFCP for the
acts or omissions of the city or its employees or agents.
RFCP further agrees to furnish City with certificate(s) 'iof
insurance as proof that it has secured and paid for a policy iof
public liability insurance covering all public risks related to the
use, occupancy, maintenance, or operation of the Property. The
insurance shall be procured from a company authorized to ido
business in the State of Colorado and be satisfactory to city. The
amount(s) of this insurance, without co-insurance clauses, shall
not be less than the maximum liability that can be imposed upon the
city of Aspen under the laws of the State of Colorado found
C.R.S. 24-10-101 e_~t seq., as amended. At present, such amount,s)
shall be as follows:
* $150,000.00 for.any injury to one person in any single
occurrence;
* $600,000.00 for any injury to two or more persons in any
single occurrence.
In no event shall such insurance amounts fall below those
maximum liability limits as set forth at C.R.S. Section 24-10-114,
as amended.
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During the full term of this Agreement, the city at its sole
cost and expense, shall also cause all the Property and improve-
ments on the Property to be kept insured, without co-insurance
clauses, to the full insurable value of same against the perils of
wind storm, snow, ice, 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 polices as required
herein shall contain a waiver of subrogation by the insurer against
RFCP. The City shall provide a Certificate of such insurance to
RFCP which shall be named an additional insured.
If, absent negligence or fault on the part of the city, 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 iin
Pitkin County, colorado, as selected by RFCP within thirty (310)
days from the date of loss, shall certify in writing to the city
and RFCP that the Property, with reasonable diligence, cannot
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. RFCP 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 as, when and to the extentlof
insurance proceeds received with all reasonable speed to restore
the Property to its former condition, and the agreement shall
remain in effect. RFCP's duties and obligations to provide
services to the city as herein set forth may be suspended, along
with RFCP'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, but RFCP shall have the rightlto
terminate this agreement if the period of suspension is greater
than ninety (90) days.
RFCP shall name city as co-insured or additional insuredion
all insurance policies and such policies shall include a provision
that written notice of any non-renewal, cancellation or mater~al
change in a policy by the insurer shall be delivered to city thirty
(30) days in advance of the effective date.
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XI. DEFAULT AND TERMINATION OF AGREEMENT
If RFCP shall fail within thirty(30) days following written
notice from city to timely comply with any of the terms or
conditions of this agreement, or should RFCP become insolvent, or
shall have or attempt to make an assignment for the benefit of
creditors, or if any of its property be attached and such
attachment is not properly released, or if execution be issued
against it, or if a petition be filed by or against it to have !it
adjudicated a bankrupt, or if a trustee or receiver shall be
created or appointed to take charge of its assets, the city may !at
any time after such thirty (30) day period of an uncorrect!ed
default 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 RFCP.
Any breach, default or failure by RFCP to perform any of ~he
duties or obligations assumed by it under this agreement shall also
be cause for termination of the agreement by City in the manner set
forth in this paragraph, city shall deliver to RFCP 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 RFCP
shall fail or refuse to cure, adjust or correct the breach, defaUlt
or failure to the reasonable satisfaction of City, then city sh~ll
have the right to declare this agreement terminated, and all
rights, powers and privileges of RFCP as provided in this agreement
shall cease, and RFCP shall immediately vacate theentire Property
and shall make no claim of any kind against city by reason of
termination.
Any failure by city to so terminate this agreement as herein
provided after the breach, default or failure by RFCP to adhereito
the terms of the agreement shall not be deemed or construed tolbe
a waiver or continuing waiver by city of any rights to terminate
the agreement for any present or subsequent breach, default or
failure.
If city shall fail ~ithin thirty (30) days following notice
from RFCP to cure any breach, default or failure by city to perform
any obligations under this agreement, RFCP may at its option either
(1) assert any claim or demand for damages or other relief or !(2)
declare this Agreement terminated in which event RFCP shall!be
released from all duties and obligations hereunder.
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CONDEMNATION
If during the term of this agreement, or any renewal of it,
the whole or part of the Property, or such portion as will make the
Property unusable for the purposes contemplated in this Agreement,
be condemned by public authority, including City, for other public
uses, 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 occurs
first. For purposes of this provision, the parties acknowledge
that the known plans of CDOT as of the date of this agreement shall
not render the Property unusable for the purposes contemplated ~n
this agreement. RFCP shall be entitled to such part of any
condemnation award as may under the law be just compensation for
the value of the unexpired term of this agreement or for any other
estate or interest in the Property.
XIII. OPTIONAL IMPROVEMENTS AND ALTERATIONS
RFCP may, at its own expense and utilizing its own funds, make
reasonable and necessary alterations or improvements to ~he
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 ior
impair the structural strength or lessen the value of the Property.
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.
RFCP agrees that prior to any construction or installation iof
alterations, additions or improvements, RFCP shall post on the
Property in a conspicuous place a notice of non-liability for mech-
anic's lien as specified at C.R.S. Section 38-22-105 on behalflof
city and shall notify City of such posting and the exact location
of same. Perfection of a mechanic's lien against the Propertylas
a result of RFCP's acts or omissions may be treated by city as a
material breach of this agreement.
If city sells thei Property pursuant to the Assignment
Agreement, RFCP shall be entitled to recover funds invested to make
alterations or improvements to the Property from the gross sales
proceeds to city payable at closing. The recovery by RFCP of sUch
invested funds shall be full recovery to the extent that the gross
sales price exceeds the purchase price and shall be that fraction
of full recovery, to the extent that the gross sales price is less
than the purchase price, which is created when the numerator is the
gross sales price and the denominator is the purchase price.
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city also reserves the right, from time to time, at its own
expense and by its employees and contractors, to make such
alterations, renovation or repairs in and about the Property as
city deems necessary or desirable except to the extent suCh
alterations, renovations or repairs materially interfere with the
uses of and activities on the Property by RFCP. city shall provide
reasonable notice to RFCP 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 RFCPi's
management and operation of the Property.
XIV. TERM OF AGREEMENT
The initial term of this agreement shall be twelve (12) months
commencing on the date of this Agreement. RFCP shall have the
option to renew this Management Agreement for one (1) addition!al
term of twelve (12) months upon notice to City thirty (30) days
prior to the expiration of the initial term, provided RFCP shall
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not have been terminate for default or other cause hereunder, lin
the event the parties have been unable to finally determine the
status of this agreement and their relationship by the expiration
of the initial twelve (12) month term, then this agreement shall
continue on a month-to-month basis until a new term and~or
agreement has been established.
In the event city decides to sell the Property and RFCP
chooses not to buy back the Property, the city shall maintain the
option and unqualified right to terminate the services of RFCP and
this agreement upon thirty (30) dayS written notice to RFCP, upon
the expiration of the initial twelve (12) month term, or on thirty
(30) days notice at any time during the additional twelve (12)
month term or any month-to-month term as provided for hereinabove.
XV.: MISCELLANEOUS
A. pERSONAL LIABILITY. The City acknowledges and agrees that
the individuals comprising the Managers and Members of RFCP shall
not be responsible in their personal and individual capacities for
the performance of the terms and conditions as set forth in this
agreement, except that nothing herein shall be construed to relieve
the individual Managers from acts or omissions of a willful,
malicious or illegal nature. The parties further agree that this
provision shall act as an absolute bar and defense to the
commencement of any action or claim against Managers and Members! in
their personal and individual capacities by the city, except wh~re
such action or claim involves verified allegations of willful,
malicious or illegal conduct. Any attempt by the City to asser~ a
claim against one or more of the Managers and Members in t~eir
individual or personal capacities, and which does not involve
verified allegations of willful, malicious and/or illegal conduct,
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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 communica-
tions hereunder shall be sufficiently given and shall be deemed
given when delivered or mailed by certified mail, postage prepaid,
addressed as follows:
If to RFCP:
Connie Harvey
Roaring Fork Community Partners
421-D Aspen Airport Business Center
Aspen, Colorado 81611
With a copy to:
Timothy McFlynn
McFlynn & Pickett, P.C.
320 W. Main Street
Aspen, Colorado 81611
If to City:
City of Aspen, Colorado
130 South Galena Street
Aspen, Colorado 81611
Attention: City Manager
With a copy to:
city Attorney
130 South Galena Street
Aspen, Colorado 81611
C. SEVERABILITY. In the event any provision of this agreement
shall be held invalid or unenforceable by any court of competent
jurisdiction, such holding shall not invalidate or render
unenforceable 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
RFCP.
E. EXECUTION IN COUNTERPARTS. This Agreement may be executed in
two counterparts, each of which shall be an original and bothl of
which shall constitute but one and the same instrument. .'
F. APPLICABLE LAW. This Agreement shall be governed by land
construed-in accordance with the laws of the State of Coloradoiand~
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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 thiis
Agreement.
H. WAIVER. The failure of the city or RFCP 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 ~CREEMENT. This Agreement constitutes the entire
agreement between the City and RFCP. 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 onlylin
the specific instance and for the specific purpose given. There
are no understanding , agreements, representations or warranties,
express or implied, not specified herein regarding this agreement
or the Property.
j. i%DDITIONALDOCUMENTS. 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. This 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 agreementlto
maintain a suit to enforce or take advantage of its terms.
L. ~TTORNEY'S FEES. If any action at law or in equity shall
be brought to recover any payment under this agreement, or forior
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 any judgment or decree rendered.
M. NO R~DY EXCLUSIVE. NO remedy herein conferred uponi or
r~served to RFCP or 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 ori 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 s~ch
right and power may be exercised from time to time ~nd as ofte~ as
may be deemed expedient.
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N. NON--DISCRIMINATION. In performing under the agreement,
RFCP shall not discriminate against any worker, employee or job
applicant, or any member of the public, because of race, color,
creed, religion, ancestry, national origin, sex, age, marital
~tatus, physical handicap, affectional or sexual orientation,
family responsibility or political affiliation, nor otherwise
commit an unfair employment practice.
O, COMPLAINTS. RFCP shall be responsible for promptly and
courteously responding to all citizen complaints relating to the
Property and reporting to the city as to the disposition of each
compla,int.
p. INDEPENDENT CONTRACTOR. Nothing in this agreement shall be
deemed to create an employer/employee relationship between city and
RFCP. and RFCP shall be an independent contractor of the City
hereunder. RFCP AND ALL INDIVIDUALS EMPLOYED BY RFCP SHALL NOT BE
CONSIDERED AS EMPLOYEES OF THE CITY. THEY SHALL NOT BE ENTITLED TO
WORKERS' COMPENSATION BENEFITS FROM THE CITY AND RFCP SHALL BE
OBLIGATED TO PAY FEDERAL AND STATE INCOME TAX ON ANY MONIES EARNED
PURSUANT TO THIS AGREEMENT AND CONTRACTUAL RELATIONSHIP.
IN ~FITNESS WI-~REOF, the City has executed this agreement in its name With
its seal hereunder affixed and attested by its duly authorized officers, and RFCP has caused this
agreement to be executed in its name and witnessed by its duly authorized officer.
CITY OF ASPEN, COLORAD°
ATTEST: ¢~ ~
ROARING FORK COMMUNITY
PARTNERS, LLC, Colorado
limited liability company
WITNESS:
harvey\r fpXmaag ement.agt
-14-
ASSIGITMENT AND PARTICIPRTION AGREEMENT
FOR THE PURCHASE AND PRESERVATION OF COZY POINT RANCH':~
THIS AGREEMENT is made and executed this 6th day of
1994 by and between THE CITY OF ASPEN a municipal corporation, 13~ . ~
S. Galena Street, Aspen, CO 81611 ("CITY") and ROARING FORK.i:.
cOMMUNITY PARTNERS, L.L.C., a colorado limited liability
320 W. Main Street, Aspen, CO 81611 ("RFP") with reference to t~ei
purchase and preservation of Cozy Point Ranch for public open.
space, recreation and affordable housing purposes:
WITNESSETH:
WHEREAS, RFP is the contract purchaser of the approxlmat ~y
'205.5 acre Cozy Point Ranch (the "Property'", a map of which is
attached hereto as Exhibit "A" and a legal descrlptlo of which is
attached as Exhibit "B") which transaction has a closing date Of
October 6, 1994; and.
WHEREAS, in order to preserve the Property for public open~
space, recreation and affordable housing purposes, RFP has placed.!
the Property under Contract, has proposed that the'CITY participate
in its acquisition as a Co-Purchaser, has deposited $50,000.00 as
earnest money with the Seller, and has offered $1,000,000.00 toward.
the purchase price of $3,200,000.00; and
WHEREAS, CITY has requested that, in order to more fully
analyze and evaluate both the Property and the proposed Co-PurchaSe.i'
agreement with RFP, CITY acquire an assignment of RF~'s rights'
t~ timelY close on the purchase~of .the
under the Contract and negotiate with RFP such a Co-Purchase an~'.
Property and thereafter
joint venture agreement; and
~ WHEREAS, the parties have agreed to such an asslgnmen under~,
the terms and conditions set forth herein;
NOW THEREFORE, the parties hereto agree to the following terms~
and !conditions governing the purchase of the Property, the!
financial rights and obligations of the parties, and the management~
of the Property:
.1. Assiqnment of Riqht to Purchase Property. ~
CITY hereby agrees to purchase and accept an assignmentl
from RF~ of its right to purchase the Property together with all.i
a ourtenant water rights and ranch equipment purs%a t.%o.
C~tract, .and RFP hereby sells, conveys and assigns sal~ rig
CITY; subject to each of the following terms and conditions~i
~ . ~vmv ~hall b~ duly noticed emergency ordlnance~ i
· .ii' a rove!this Agreement not late~ than 4:45 p.m. on uepuemmer i
1~4~~ and shall authorize the d~sbursement of funds necessaryl to~,
close on the purchase of the Property including the sum
$500,000.00 due at closing, Purchaser's closing costs, and
EXHIBIT "A" ,'~.
~ ' ........ ' :?~;7' ~!~f ~' ~i! ' ~'i~:
p yments due under the promissory note. ..
1.2 If CITY takes the actions required by SectiOn
~ 1.1 ~bove and does not thereafter timely close on the purchase
if RFP thereby forfeits all or any portion of its $50,000,00
earnest~money deposit, CITY shall immediately reimburse RFPii :'?
said lost earnest money deposit.
1.3 By approving this Agreement, CITY
endorses the public open space, recreation and. a~ffordable.h~?us.i:
· ~,~wn~' to which the Property shall be dedlca~e~, as speclrlca±%y i
~et forth in Section 2 below an. titled ,'Principles Gov.ernlng U.ses of:i%.!
Pro~ert,,,' and commits to use its best efforts to ac.hleve SUCh uses~J,
,4~",~,,'~'~-~,'','~,'~ ~or the Property unless CITY determines that such!!.
ann ~ ....... . ' '1 ~ ,
purposeS are not feasible or appropriate and should not be pursued.i,~?
1.4 Following closing on the purchase of th~"
Property, CITY shall use its best efforts to negotiate in .good~
f= ~ ~h ~ ~h~n nln v (90) days a comprehenslve public/private
martnershiD agreement with RFP for the joint
~tanagement~and development of the .Property for the above-llsted.~.
· ' ' best ~.
public uses and purp.oses. Both parties shal.1 use their
efforts, to adopt, and implement such a Pa. rtner, shlp' agree, ment so
to aChl. eve optimal tax and other financial benefits, i e.g. ,~;:
renegotiation of the interest rate on the note due Seller
reflect the lower tax-free interest rate available to Seller~'ii'
depreciation on improvements to be made available to R~P,~
obligation for taxes and insurance to be assumed by~ CITY, etc~:~
During the said~ ninety (90) day period RFP shall us~-its best,
efforts to negotiate in ~ood faith the said partnership .ag~eem:enlt_~:
as~ art of these negotiations ~11~ b~ a-~.~
with CITY. Included p
appropriate and mutually agreed upon mechanism for compensating RFP:ii
for acquiring and presenting this land acquisition opportunity toi'
CITY 'and for attracting private investors. .i:
......... ~ ~=P fail to timely consummate
1.5 S~OU . ~ ~1
sU~h a partners.hip agreement, .CITY. shall, compen, sa~e RFP ~or_!ii~
· .'n CITY with the opportunity Eo purchase anct pres~.rve ~.~.tu'
prov~dl g . · :
Property for said pub, l.l? purposes. . and_ for ,RFP s.
conducting its "d. ue diligence" .on ~ne vrop.er=y anu sna£~?
, · . . . C TY. This compensation shall consist of~
fr%llts thereof with I ........... ~..~' ~-~t
...... ~' of ~ ~inder's fee in the amount o~ ~Du,uuu.uu ~= ~.~.!~
payable ten (10) days after the expiration of the said ninety (90)!~
: day period..,ii
.. i' ': [ 1.6 RFP shall have the pre-emptive right and .optlon:
!'i to repurchase all of the Property at CITY's purchase price if the~
~ -=: .... ~-~'~ed b" Section 1.4 is not consummated and
' ' !'.! determin.es within ,t. he' ninety (90) day period referred to in Sectlonj
· i ~ 1.4 that the publlb uses and purposes for the Property as set forth::
': ::: in S~cti°n 2 below are not feasible or appropriate and should not(.
be pursued. Following written notice to RFP of such a determina~'
tion by CITY, RFP shall have ninety (90) days within which to
reassemble its investors and exercise this right to repurchase.
RFP exercises this right, the CITY shall not impose any use
restrictions on the Property and, should RFP thereafter resell the
ProPerty to a third party at a net profit to RFP, it shall~
~eimburse CITY to the extent of such profit for CITY's costs of
"due diligence" and feasibility analyses 'of the intended public
uses for the Property to a maximum of $25,000.00.
1.7 In the event the parties consummate a
partnershiP agreement pursuant to Section 1.4, RFP further reserves
the pre~emptive right and option to purchase up to a fifty percent
(50%) interest in the Property at CITY's purchase price for same if
CITY determines to pursue the public uses and.purposes for the
Property described in Section 2 below.
1.8 CITY and RFP agree that RFP shall have and
exercise all management responsibilities for the Property and the
ranching and equestrian activities thereon during the one (1) year
'period following closing, with an option to extend such management
responslbllltle for on~ (1) additional year subject only to CITY'!s
· e
right to termlnat RFP for cause 'within thirty (30) days of the
start of the second year. cause shall be determined in accordance
with the Management Agreement contemplated by Section 4.6 and in
the sole discretion of city Council. The management agreement
shall contlnu in effect for the first year following the date of
closing even if the parties are unable to conclude a partnership.
agreement pursuant to Section 1.4 above. In the event that the.
CITY decides to sell the Property and RFP chooses not ~o buy back~
the Property, CITY shall have the right to terminate the-ma~age~ent
agreement after the first year upon thirty (30) days notlc~ to RF~."
i.9 CiTY and RFP further agree that if a~
partnership agreement is consummated, pursuant to Section 1.4, RFP
shall participate in and assist the CITY in the selection
planning and design consultants, ranch and resident managers of thei~
Property, ahd the management team responsible f6r the planning and!!
implementation of the pedestrian Village.
1.10 CITY and RFP further agree that if i
partnership agreement is consummated pursuant to Section 1.4, ~he
pedestrian, village, if implemented, may include neighbo~h~°dI
commercial uses (e.g., post office, community center, convenience
store, day care center, etc.), and. that, in order to insure the i
character of such neighborhood commercial and that it.b~ resident !
occupied by qualified operators, ownership of the underlying land !
for such uses shall remain in the parties hereto according to their!i
pro rata investment in the acquisition of the Property and that.
both parti9's shall approve neighborhood commercial uses and l
tenants. ~ For purposes of this provision, ',pro rata" shall ibe
defined as the percentage of commitment by CITY and RFP to a total
investment of $4,000,000 in acquisition of the Property.
2. Principles Governing Uses of Property. 'i~:'~,~.
The parties hereto and any additional public agencies and.~.i
private parties with an ownership interest in the Property shall bell
bound to and shall abide by the following principles governing usels
of the Property ("principles"):
· 2 1 All portions of the Property shall be reseryed!i!~
for and dedicated to.public open space, parks, co.mmunlty recrea~ni~i~
and affordable housing purposes and other public uses. To tnls~!i'
end, city and RFP shall actively solicit the additional participa-~!~
tion by Pitkin County and shall consult with the Town of Snowmass!i
Village and the Brush Creek Metropolitan District.
2.2 The southerly portion of the Property (frOm/
Brush Creek Road to the existing improvements as depicted in green
on Exhibit "C") shall be reserved for and dedicated to open space
which shall include continued ranching and agricultural use of:
historically irrigated meadows and which may include hiking, nordic,!
and equestrian trails, playing fields or for other public purposes
agreed upon by the parties to this Agreement.
2..3 The central portion of the Property containing
the ranch houses, barns, outbuildings and indoor and outdoor arenas
as depicted in blue on Exhibit "C" shall be reserved for and
dedicated to a complex of existing and future equestrian and
community recreational uses such as the boarding and training Of'
horses, pony club, 4-H, county fairs, rodeos, horse shows, dog .
shows, playing fields, and hiking, nordic and equestrian t~ailsl.-.
2.4 The approximately 15 acre portion of the.
Property to the north of the indoor riding arena and across Junipler.
Hills Road, including portions of the Open Space Parcel if the same
become available, as depicted in brown on Exhibit "C", shall
ii!'~ reserved for and dedicated to a small and ~ompac~, energy an_d ~a~er!;i
efficient, pedestrian affordable housing Village. ~ucn!a~
' edestrian Village would exist within walking distance of ~he~
~d~acent transit corridor, enjoy access to the surroundz~gliil.'
--J---~x~ ~enities be fully screened from nearby roadways Dy!!i
a combination of bermlng and extenszve trees and landscaping, an
be of~ hig~ quality design and~construction so as to serve ~as a .
· model pedestrian Village containing a mix of deed restricted ,
affordable residential units and a limited amount of neighborhood.!
com~ercial amenities. .,: i
.. 2.5 The northern portion of the Property~
depicted in ' green on Exhibit "C" shall be re~erved ' for i
dedicated to open space.which shal~ include continued ranching
agricultural use of historically irrigated meadows and which may?i
~include hiking, nordic and equestrian trails and playing fieldS.
2.6 The parties to this Agreement agree that the~
above-stated Principles are intended to allow for further land use.~
planning, final land use approvals by Pitkin County, andI
flexibility to permit the development of other essential public
facilities which may.be identified in the future.
3. Financial Participation
3.1 The parties acknowledge a goal of equal one-third
ownership interests in the Property by the CITY, Pitkin County and.i
RFP and equivalent responsibilities of such parties for the design~i
and implementation of the Principles.
3.2 The parties further acknowledge, however, that at~
the time of closing on the purchase of the Property only the CITY
is participating and that the capital contribution of RFP of
$1,000,000 which was proposed under a Co-Purchase arrangement is
not committed and is subject to the terms of the public/private
partnership agreement to be negotiated by the parties following
closing.
3.3 The parties understand and agree that, on condition
that the partnership agreement is consummated pursuant to Section
1.4, RFP shall have. and reserve the right following closing to make
a capital contribution toward the acquisition of the land for the
identified public uses and purposes up to an amount equal to CITY's
financial contribution s6 as to each have a fifty percent (50%)
ownership interest in the Property. If Pitkin County becomes an
owner, this right of RFP shall be to adjust its capita~ contribu-
tion so .that the CITY, County and RFP each have a on~-thi~d
ownership interest.
3.4 The parties further agree that upon closing on the
purchase of the Property, CITY shall reimburse RFP its costs and
disbursements incurred for its "due diligence" and related efforts
up to'$25,000.00.
4. Interim Manaqement of Property.
4.1 For the one (1) year period following closing,
interim management of the entire Property including the repair and
maintenanc9 of all improvements and equipment and the selection
supervision of all ranching, equestrian and other personnel and
activities shall be the responsibility of RFP. RFP shall have the
option to renew this management responsibility for one (~)
additional year except as limited by Section 1.8o
4.2 In carrying out this management responsibility, RFP
shall secure ~11 necessary permits or approvals for all activities
on the Property requiring same.
-5-
4.3 Ail operating expenses and revenues shall be~~
recorded in regular books of account and subject to review by CITY~
and all net operating profits or losses shall be received or borne
by RFP. All expenses of operating and managing the Property, with
ithe exception of capital improvements and extraordinary repairs as
referred to in Section 4.4, shall be charged against revenues to
de~ermine net profits or losses including but not limited to
reasonable salaries for employees, labor and materials for repair
and malntenanc activities, and labor and materials for equestrian
and other activities.
~ 4.4 Upon approval by CITY in advance, CITY shall be
financially responsible for any capital improvements (e.g.,
e~tending utilities) or extraordinary repairs (e.g., major repairs~'
of irrigation system, buildings, etc.).
4.5 RFP's management activities shall include but not be
limited to making appropriate provisions for ensuring the security,.
maintenance and repair of the Property; hiring and supervising a
qualified resident manager; preparing an operating budget and
periodicfinancial reports; overseeing appropriate risk management
and insurance requirements; and adopting a satisfactory indemnifi-
cation agreement to protect the parties. It shall be RFP~s
responsibility to provide adequate comprehensive liability,~
insurance naming the CITY as an additional insured and worker'sl
compensation insurance. The CITY shall adequately maintain hazard
insu'rance on the Property and on all improvements and equipment
owned by the CITY.
4.6 'Within thirty (30) days of closing on the PrQpe~tY7
the parties shall execute a formal Management Agreement incorpo~a~~
ing these provisions.
4.7 From the date of' closing and during the term of any
management, agreement RFP shall indemnify and hold harmless CITY for
any claims arising from activities associated with RFP's management
of the Property. The parties acknowledge that RFP shal~ manage t~e
Property as an independent dontractor and that nothing in t~ls
Agreement should be construed as creating an employer-employee !
relationship.
5. Miscellaneous Provisions
5.~ Assiqnabilit¥. This Agreement as well as ~he
Management Agreement contemplated by Section 4.6 may not
assigned by either party without prior w~itten consent of the other !
party. ·
5.2 Entire Aqreement. This Agreement contains the
complete understanding of the parties and it is specifically agreed~i
that all discussions, oral or otherwise, shall be deemed to be
merged herein.
5.3 Severabilit~. Each portion of this Agreement shall
be deemed to be severable and if, for any reason, any portion or
portions hereof are invalid or contrary to any existing or future
law, such invalidity shall not affect the applicability or validity
of any other provisions of this Agreement.
5.4 Enforcement and Attorneys Fees. This Agreement and
its enforcement shall be governed by the laws of the State of
Colorado. If either party is required to file an action to enforce
this Agreement or seek damages upon the default of the other party
to this Agreement; the substantially prevailing party shall be
'entitled to recover all costs including reasonable attorney's feesi.
5.5 CounterDarts and Facsimile. This Agreement may b~
executed and delivered by facsimile and in several counterparts!,
each of which shall have the force and effect of the original.
Executed this 6th day of October, 1994.
ROARING FORK COMMUNITY PARTNERS, L.L.C.,
a Colorado limited liability company
Connie Harvey, ~g
CITY OF ASPEN, a municipality
incorp.~rated in the State of C. olo.rado
- ,/ ' ,4, -~ · ;-
Am~a~gerum//u/ ~,eity Man g
harvey\r fp\psr t J ~ i p. 8gt
-7-
COZY POINT RANCH
EQUESTRIAN BOARDING AND RELEASE AGREEMEN
THIS AGREEMENT made this__day of , 199 ,
by and between ROARING FORK COMMUNITY PARTNERS, L.L.C., dba Cozy
Point Ranch and THE CITY OF ASPEN (hereinafter collectively
referred to as "Cozy Point"), and
(hereinafter referred to as "Owner").
PLEASE READ CAREFULLY BEFORE ~I~NIN~
THIS DOCUMENT CONTAINS A RELEASE OF LI/%~ILITY
WI TNES 8 ETH=
WHEREAS, Cozy Point is en~aged in the business of providin~
pasture, feed, training, riding lessons and space for horses at
Cozy Point Ranch; and
WHEREAS, Owner desires to boar~ one or more horses at cozy
Point and to 9articipate in equine activities which Owner
acknowledges are inherently dangerous; and
WHEREAS, Cozy Point and Owner are desirous of memorializing
their agreement regarding Owner and his equine activitie~ at C~zy
Point.
NOW THEREFORE, for and in consideration of the mutual
covenants and promises contained herein and other good and valuable
consideration, the parties ~gree as follows:
1. Horse an~ ~oar~. Cozy Point agrees to board
(name of horse) for a charge of $
per The amount is due and payable on the
first day of each month. The horse will be kept in a
and will be fed as follows:
~A
current "Horse Information" form on each such horse is attached
hereto.
In the event that the amounts due are not paid on or
before the tenth (10th) day after the same become due, there shall
be a service charge of $50.00 per month. Either Cozy Point or
Owner may terminate this Agreement upon thirty (30) days written
notice to the other party, but in no event shall there be any
refund for any amounts paid in advance.
Cozy Point may upon thirty (30) days Written notice to
Owner raise its monthly board or other charges.
EXHIBIT ,B"
2. Veterinarian Certificate. It is agreed that all horses
delivered to or boarded at Cozy Point shall, at the time of
delivery, be in good health, and prior to delivery Owner shall
provide Cozy Point with a veterinarian's certificate and evidence
of a negative Coggins test and a proof of current strangles
vaccination (Coggins test no earlier than one year from the date
thereof). In addition, Owner agrees that his horses shall be
vaccinated every three (3) months for flu and Rhino disease and
shall be wormed every three (3) months.
~ In the event that Owner fails to have these services
performed Cozy Point shall have the right to have these services
performed at the cost and expense of Owner, which cost and expense
shall be due and payable with the next monthly payment due Cozy
Point. Cozy Point shall have the additional right to obtain any
veterinary services and care for Owner's horse(s) as in Cozy
Point's sole judgment is reasonable and necessary for the proper
care and maintenance of the horse(s) in any emergency situation.
Any cost and expense therefor shall be paid by the Owner when due!.
No horse may be removed from Cozy Point without t~e
payment of all amounts .due hereunder, and such removal shall be ia
breach of this Agreement entitling Cozy Point to retain the
horse(s) at Cozy Point and to exercise any options to recover any
amounts due to Cozy Point from Owner.
3. Assumption of Risk. Owner shall bear all risk of loss or
damage to any horse from illness, accident, or theft or from any
other type of calamity or cause whatsoever.
Owner represents that she/he does not have any physical,
mental or medical condition which would inhibit full and active
attention and care in dealing with his/her own or other personS'
horses.
Owner acknowledges THAT SHE/HE HAS READ, UNDERSTANDS AND
AGREES TO BE BOUND BY THE FOLLOWING WARNING relating to the
provision of equine services, instruction, rental of equipment,
tack or horses or relatinq to participation in equine activities,
whether on premises owned or leased by Cozy Point or elsewhere.
Further, Owner recognizes that the owners and agents of Cozy Point
are protected by the Colorado law as follows:
WARNING:
Under Colorado Law, and equine professional is not liable
for an injury to or the death of a participant in equine
activities resulting from the inherent risks of equine
activities, pursuant to Section 13-21-119, Colorado
Revised Statutes.
In consideration of cozy Point permitting Owner to
participate in equine and related activities and using Cozy Point's
owned or leased horse(s), equipment and facilities, Owner hereby
knowingly and voluntarily assumes all risks and accepts full and
complete responsibility for (a) Owner's own safety; (b) the safety
of Owner's family members, guests, employees, contract workers, and
all persons who may, from time to time, utilize or be present at
Cozy Point as its guests, invitees, employees or in any other
capacity; (c) the safety and well being of the horse(s) owned or
leased by Cozy Point or any other persons; and (d) the safety of
Owner's~ property and the property of all persons described above.
4. Waiver and Release of Liability, Indemnification and Hold
Harmless Aqreement. It is recognized and agreed that Cozy Point,
its agents, and employees shall have no liability and/or
responsibility for any injury, harm, death, or damage to horse(s)
of Owner or for any injury, harm, death, or damage to those persons
riding or in the vicinity of the horse(s) of Owner. Owner
furthermore acknowledges that riding is physically demanding, and
that weather and riding conditions at Cozy Point vary constantly~
Owner agrees to accept the risks of these conditions of Cozy Point
as they exist and as they may change during any equine activities
at Cozy Point.
In consideration of Owner being allowed to engage in
equine activities at Cozy Point, Owner agrees to indemnify and hold
Cozy Point, its agents, and employees harmless from any injury!,
death, harm, or damage to any individual(s) including Owner and
his/her horse(s) sustained at Cozy Point as a result of any
activities or conditions at or on Cozy Point property. Owner
hereby agrees not to sue any of the entities listed herein as a
result of any damage, loss, injury, paralysis, or death to Owner or
its property suffered in connection with riding or boarding at Cozy
Point.
Owner further agrees to indemnify and hold harmless and
defend Cozy Point and its respective officers and owners against
any and all liabilities, losses, damages, costs or expenses of
whatever kind or nature, _including attorney's fees, which Cozy
Point and its respective officers and owners may sustain or incur
for any injury or damage which may be incurred by anyone else
either personally or to their horse(s) or property as a result olf
(a) Owner's actions; (b) the actions of any horse(s) brought on or
permitted to be brought on Cozy Point property by Owner; (c) t~e
actions of any Owner's family members, guests, employees, contract
workers, or other agents.
5. Rules and Requlations. Owner agrees to abide by a~d
follow all rules and regulations of Cozy Point promulgated fram
time to time to insure the safety and welfare of all individuals
and horse(s) at Cozy Point.
6. Dispute Resolution. The terms of this Agreement shall be
construed in accordance with the laws of the State of Colorado. Any
dispute arising under this Agreement shall be resolved by the
alternative dispute resolution procedures of either mediation or
binding arbitration under the Commercial Arbitration Rules of the
American Arbitration Association, except that Cozy Point shall
retain the right to collect unpaid board, veterinarian and other
expenses in a collection action filed in the Pitkin County Courts
which the parties agree shall have exclusive jurisdiction over
collection actions. The prevailing party in any such dispute or
action ~hall recover all costs including attorney's fees.
WARNnNG
UNDER COLORADO LAWt AN EQUINE PROFESSIONAL IS
NOT LIABLE FOR INJURY TO OR THE DEATH OF A
PARTICIPANT IN EQUINE ACTIVITIES RESULTING
FROM THE INHERENT RISKS OF EQUINE ACTIVITIES,
PURSUANT TO SECTION 13-21-120t COLORADO
REVISED STATUTES.
The undersigned agree that she/he has carefully read, clearly
understands and voluntarily signs this Agreement.
IN WITNESS WHEREOF, the parties have signed this Agreement on
the day and year written above.
COZY POINT RANCH OWNER
By:
Witness Signature
Print Name
Address
Home Phone/Business Phone
rfp\equest r ~ .agt