HomeMy WebLinkAboutresolution.council.070-95
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RESOLUTION NO. :rtJ
(Series of 1995)
A RESOLUTION APPROVING AN AGREEMENT BETWEEN THE CITY OF ASPEN,
COLORADO, AND HILLFIELD FARM LIMITED D/B/A COZY POINT RANCH,
SETTING FORTH THE TERMS AND CONDITIONS REGARDING LEASING AND
OPERATING COZY POINT RANCH, 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, colorado, and Hillfield Farm
Limited d/b/a Cozy Point Ranch, a copy of which lease 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 Hillfield
Farm Limited d/b/a Cozy Point Ranch regarding leasing and operat-
ing Cozy Point Ranch, a copy of which is annexed hereto and
incorporated herein, and does hereby authorize the city Manager
to
execute said agreement on behalf of the
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city of Aspen.
Dated:
John
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. 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
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resolution adopted by the City Council of the City of Aspen,
Colorado, at a meeting held
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, 1995.
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AGREEMENT FOR THE OPERATION
OF
THE COZY POINT RANCH AND EQUESTRIAN CENTER
THIS AGREEMENT entered into at Aspen, Colorado, thi~:25
day of f! c-Y , 1995, by and between the CITY OF -
ASPEN, COLORADO, a municipal cor oration and home-rule city
("hereinafter "city"), and 'v. ,I ,,,,2 ~ a Colorado
corporation (hereinafter "Oper tor") . -"';; (
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WIT N E SSE T H:
WHEREAS, the city is the owner of the Cozy Point Ranch and
Equestrian Center in pitkin County, Colorado, and desires to
contract with an operator to provide management services for the
operation of a ranch and equestrian center for use by third
parties, hereinafter referred to as the "premises"; and
WHEREAS, Operator has experience in ranch and equestrian
center management and desires to contract with the City to
provide the above described services; and
WHEREAS, Operator has agreed to provide certain services as
provided herein.
NOW, THEREFORE, in consideration of the mutual terms,
covenants and conditions contained herein, the parties agree as
follows:
1. Term. The management agreement will be for one (1)
two-year term. The agreement will be effective on October 24,
1995 and terminate October 23, 1997, provided, however, that the
city, without cause and without penalty, shall have the option to
terminate this Agreement at any time upon not less than ninety
(90) days written notice.
2. Premises. The premises subject to this Agreement shall
be the entire Cozy Point Ranch owned by the city.
3. Use. The Premises may be used by Operator solely for
the purpose of managing and operating a ranch and equestrian
center and providing related services to third parties. Operator
shall not use the premises for any other purposes without the
City's written consent. operator's use and occupancy of the
above-described Premises shall comply with the rules, regulations
and ordinances of any governmental authority having jurisdiction
over the Premises or the activities performed thereon. Addition-
ally, operator shall not use the Premises in any manner that will
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create an increase in the rate of insurance or a cancellation of
any insurance
policy. Operator shall not keep, use or sell anything prohibited
by any policy of fire insurance covering the Premises.
4. Time of Occupancv. Acceptance and Surrender of Pre mis-
es. Operator shall be entitled to manage, use and occupy the
premises on a year-round basis beginning October 24, 1995 and
terminating October 8, 1997. Occupancy of the Premises by the
Operator shall be construed as recognition that the Premises are
in a good state of repair and in a sanitary condition.
5. Payment. Operator agrees to pay a total of $30,000.00
year as rent to the city for use and occupancy of the premis-
Operator agrees to pay a total of $2,500.00 per month to the
due by the 15th of each month.
per
es.
city
6. 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.
7. Duties of
Equestrian Center.
tor agrees:
Operator Relative to Operation of Ranch and
During the term of this Agreement the Opera-
a. To develop and offer public equestrian activities,
both western and English, including, but not lim-
ited to, a riding school for children and adults,
training for horses and riders and various eques-
trian clinics and competitions. To work with
other equestrian centers in the valley to develop
an array of equestrian activities.
b. In cooperation with the city, to develop a Master
Plan for the ranch property and begin to implement
it within budgetary constraints. Renovating the
pastures and irrigation systems are desired goals.
This section includes normal day-to-day operations
of a working ranch. Examples include but are not
limited to thistle control, fence repair, irriga-
tion operations and repair, haying, minor building
repairs and general land management.
c.
To manage and maintain buildings, improvements,
and equipment in orderly condition and good re-
pair. Management and maintenance of the equestri-
an facility shall include grass cutting and snow
removal, routine repair maintenance of the barns,
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houses, arenas and fencing; refuse disposal, pur-
chase of needed supplies; and other work reason-
ably required to maintain and operate the proper-
ty.
d. To develop and utilize suitable horse board agree-
ments, release agreements, incident reports and
other documents necessary and appropriate to pro-
tect the city and the management entity and to
collect all horse board, rents, deposits, fees and
other income derived from the operations of the
ranch and the equestrian center.
e. To submit monthly status reports to the city Man-
ager for distribution to city officials and staff
in order to facilitate city monitoring of all
activities of the property, any incidents of com-
plaints and all issues requiring city action or
decision.
f.
To submit monthly financial reports including
income and expense statements to the city Manager
and maintain normal books of account on all opera-
tions for review upon request by city officials or
staff.
a.
It
g. To secure such permits as may be required by
Pitkin county for uses of and activities on the
ranch and equestrian center property and notify
the city Manager and other organizations and agen-
cies (e.g., sheriff, Brush Creek Homeowners Asso-
ciation, Snowmass Village, etc.) as appropriate in
advance of all special events on or uses of the
property.
h. To maintain such general liability insurance cov-
erage as shall be required by the city on all uses
of and activities on the property and obtain
signed Releases of Liability of both the city and
the management entity from all boarders and all
participants in all equestrian activities on the
property, to be preserved for not less than three
(3) years.
i.
To advise and assist the city in prioritizing such
structural repairs and/or capital improvements to
the property as may be necessary to maintain safe
operations and insure the long-term operation of
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the facility involving such .matters such as roofs,
exterior walls, interior bearing walls, and buil-
ding foundations; the plumbing, water, sewer,
electrical, heating and/or ventilation systems in
each building; extending or re-routing utilities
and irrigation systems; and repairing or replacing
bridges, fixtures and ranch and equestrian center
equipment.
j.
To maintain affordability to the public which is a
concern of the city. Operator agrees that over
the next two years boarding fees may not be raised
more than 10% cumulative.
8. Duties of the citv Relative to the Ranch and Eauestrian
Center. During the term of this Agreement the city agrees to
permit operator to use the Premises for operator's sole use and
occupancy, but only with respect to its duties and privileges
under this Agreement in order to provide services to the public.
9. Maintenance and Repairs. Operator, at its sole ex-
pense, shall keep the premises, inclUding roadway, outdoor walks
and accessways, in a good, clean and safe condition and do all
work and repair necessary to maintain same and to keep it from
deteriorating.
10. utilities and Security Svstem. Operator shall, at its
own expense, provide all water, heat and electric utilities, and
telephone service for the buildings and ranch operation.
11. Personal Property. All personal property and trade
fixtures placed on the Premises shall be at Operator's sole risk
and city shall not be liable for damage to or loss of such
personal property or trade fixtures arising from the acts or
neglect of Operator, its agents or employees. Any personal
property or trade fixtures of Operator or anyone claiming under
Operator, which shall remain on the Premises after the date upon
which the Premises shall be surrendered shall be deemed to have
been abandoned and may be retained by city as its property or
disposed of by city in such a manner as City sees fit.
12. Taxes. In the event any taxes are levied and assessed
upon the Premises or upon the improvements, fixtures or personal
property of the Operator during the term of Operator's occupancy
of the Premises or arising therefrom, or upon the leasehold or
possessory interests as created through this lease, operator
shall be solely responsible to satisfy and pay all such taxes in
a timely fashion. operator shall not allow any liens for taxes
or assessments to exist with respect to the Premises, except that
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Operator may permit such taxes or assessment to remain unpaid
while pursuing any good faith contest or appeal of same.
13. Indemnification. Operator agrees to indemnify and hold
harmless the City, its officers and employees, from and against
all liability, claims, and demands, on account of injury;~loss,
or damage, including, without limitation, claims arising from
bodily injury, personal injury, sickness, disease, death, proper-
ty loss or damage, or any other similar loss, which arise out of
or are in any manner connected with this Agreement, if such
injury, loss, or damage is. caused in whole or in part by, or is
claimed to be caused in whole or in part by, the omission, error,
or negligence of the Operator, any subcontractor of the operator,
or which arises out of any workmen's compensation claim of any
employee of the operator or of any employee of any subcontractor
of the operator.
14. Public Liabilitv Insurance. Operator agrees to furnish
City with certificate(s) of insurance as proof that it has
secured and paid for a policy of public liability insurance
covering all public risks related to the leasing, use, occupancy,
maintenance, operation or location of the Premises. The insur-
ance shall be procured from a company authorized to do business
in the state of Colorado and be satisfactory to city. The amount
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 at C.R.S.
24-10-101 et sea., as amended. At present, such amounts 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. 24-10-114, as
amended.
15. Premises Insurance. During the full term of this
Agreement, operator, at its sole cost and expense, shall also
cause all the Premises and improvements on the Premises to be
kept insured, without co-insurance clauses, to the full insurable
value against the perils of wind, storm, hail, lightning, explo-
sion, 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
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insurance for the Premises to be procured from a company autho-
rized 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.
16. Termination Due to Fire or Similar Catastrophe~c If,
absent negligence or fault on the part of Operator, the Premises
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 fourteen (14)
days from the date of loss, shall certify in writing to the city
and Operator that the Premises, 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 and take possession. Such a
termination of the Agreement shall not forgive Operator's obliga-
tions to return the Premises to city in as good repair as when
operator originally assumed possession thereof, ,regular and
ordinary wear and tear excepting. Alternatively, Operator shall
subordinate its rights and interests in any insurance proceeds as
provided for in any insurance policy as required by this Agree-
ment. If, however, the damage is not such as to prevent reoccu-
pation and use of the Premises within ninety (90) days, then
repairs thereto shall be undertaken by Operator with all reason-
able speed to restore the Premises to its former condition and
the Agreement shall remain in effect. Operator's duties and
obligations to provide services as herein set forth shall be
suspended during those time periods wherein the Premises are
unfit for normal business activities due to fire or other catas-
trophe, and/or repair activities associated therewith.
17. city to be Named a Co-InsUred or Additional Insurance.
Operator shall name city as co-insured or additional insured on
all insurance policies and such policies shall include a provi-
sion 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.
18. Repairs and Alterations bv Operator. Operator, upon
City's written consent, may, at its own expense, make reasonable
and necessary alterations or improvements to the Premises. 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 irr or to the Premises shall be
the property of city and remain and be surrendered with the
Premises upon termination of this Agreement. Operator agrees
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that prior to any construction or installation of alterations,
additions or improvements, Operator shall post on the Premises in
a conspicuous place a notice of non-liability for mechanic's lien
as specified at C.R.S. section 38-22-105 on behalf of the City
and shall notify city of such posting and the exact location of
same. Perfection of a mechanic's lien against the Premis~s as a
result of Operator's acts or omissions may be tLeated as a
material breach of this Agreement. In the event that the five
rail c-channel steel post fencing bordering Highway 82 is removed
for the widening of the highway, Operator shall not be responsi-
ble for its replacement. The city shall replace the fencing as
soon as practical.
19. Repairs and Alterations by city. City reserves the
right, from time to time, at its own expense and by its offi-
cials, employees and contractors, to make such alterations,
renovations or repairs in and about the premises, other than
those noted above as required by Operator, as city deems neces-
sary or desirable and Operator covenants to make no claim against
city for any interference with its interest as herein provided in
the Premises. City shall provide reasonable notice to Operator
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 operator's business.
20. Condemnation. If during the term of this Agreement, or
any renewal of it, the whole or part of the Premises, or such
portion as will make the Premises unusable for the purpose
leased, or the leasehold interest, be condemned by public author-
ity, including city, for public use, then this Agreement shail
cease as of the date of the vesting of title in the Premises in
such condemning authority, or when possession is given to such
authority, whichever event occurs first. Operator shall not be
entitled to any part of any condemnation award for the value o,f
the unexpired term of this Agreement or for any other estate or
interest in the Premises, such amount belonging entirely to city.
The parties acknowledge that the Colorado Department of Transpor-
tation has indicated an intent to condemn a portion of the
property to widen state Highway 82. Condemnation of said portion
of the property shall not make the Premises unusable for the
purpose leased.
21. Assiqnment of Aqreement. Operator shall not assign,
pledge, sublease or otherwise dispose of or encumber this Agree-
ment, or the Premises, ,without the prior written consent of the
city. Operator shall, 'likewise, not permit any third party to
occupy or use the Premises absent the prior written consent of
the city.
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22. Siqns. operator 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. It is understood by the
parties that placement of an identification sign or signs is
important and necessary to operator's business. Any sign_permit-
ted by City shall at all times comply with applicable ora~nances,
rules and regulations.
23. Breach bY Operator Defined. If Operator shall fail to
timely comply with any of the terms or conditions of this Agree-
ment or any notice given under it, or shall 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 attach-
ment is not promptly released, or if an execution be issued
against it, or, if a petition be filed by or against it, to haye
it adjudicated a bankrupt, or if a trustee or receiver shall be
created or appointed to take charge of its assets; or if it shall
abandon the Premises for a period of more than seventy-two (72)
hours, then at any time afterwards city may treat such act or
omission as a breach of this Agreement and, at its option, enter
into the Premises and remove all persons and take and retain
possession thereof either with or without process of law.
24. city's Remedy for Breach. Any breach, default or
failure by Operator to perform any of the duties or obligations
assumed by Operator 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 Operator thirty (30) days'
prior written notice of its intention to terminate this Agree-
ment, including in the notice a reasonable description of the
breach, default or failure. If within that thirty (30) days
Operator 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 Operator as
provided through the Agreement shall cease, and Operator shall
immediately vacate the entire Premises 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 Operator by the posting of same upon
the main business entrance to the Premises, or at the time it is
deposited in the U.S. Mail, certified, postage prepaid, addressed
to the address set forth at paragraph 29 herein.
25. Non-Waiver of Riqhts. Any failure by city to so
terminate thi~ Agreement as herein provided after the breach,
default or failure by Operator to adhere to the terms of the
Agreement shall not be deemed or construed to be a waiver or
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continuing waiver by city of any rights to terminate the Agree-
ment for any present or subsequent breach, default or failure.
26. Termination bv Operator. Operator may terminate this
Agreement and be relieved of all obligations hereunder by_provid-
ing city ninety (90) days' written notice of its intent tu termi-
nate. Upon receipt of such notice, city may participate in the
operation of the equestrian center and ranch with Operator to
accommodate the transition of the premises from Operator to the
city. Operator shall provide a full accounting of all funds,
costs and equipment upon termination.
27. Non-Discrimination. Operator agrees to comply with all
laws, ordinances, rules and regulations that may pertain or apply
to the Premises and its use. In performing under the Agreement,
Operator 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 status, physical handicap, affectional or sexual orienta-
tion, family responsibility or political affiliation, nor other-
wise commit an unfair employment practice.
28. Independent Contractor status. It is expressly ac-
knowledged and understood by the parties that nothing contained
in this Agreement shall result in, or be construed as establish-
ing an employment relationship. To the extent that this Agree-
ment may be construed as requiring Operator to provide services
to or on behalf of City, Operator shall be, and shall perform as,
an independent contractor who agrees to use his or her best
efforts to provide the said services' on behalf of the city. No
agent, employee, or servant of Operator shall be, or shall be
deemed to be, the employee, agent or servant of the city. city
is interested only in the results obtained under this Agreement.
The manner and means of conducting the work are under the sole
control of Operator. None of the benefits provided by City to
its employees including, but not limited to, workers' compensa-
tion insurance and unemployment insurance, are available from
city to the employees, agents or servants of Operator. operator
shall be solely and entirely responsible for its acts and for the
acts of Operator's agents, employees, servants and subcontractors
during the performance of this Agreement. Operator shall indem-
nify city against all liability and loss in connection with, and
shall assume full responsibility for, payment of all federal,
state and local taxes or contributions imposed or required under
unemployment insurance, social security and income tax law, with
respept'to Operator and/or Operator's employees engaged in the
performance of the services agreed to herein.
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29. Notice. Whenever this Agreement calls for or provides
for notice and notice is not otherwise specified, the same shall
be provided in writing and shall be served on the person(s) as
designated by the parties below, either in person or by certified
mail, postage prepaid and return receipt requested.
For city: Aspen city Manager
130 South Galena Street
Aspen, Colorado 81611
For operator: Hillfield Farm Limited
d/b/a Cozy Point Ranch
34700 Highway 82
Aspen, Colorado 81611
The parties may change or add such designated person(s)
or addresses as may be necessary from time to time in writing.
30. Bindino Effect. All of the terms and conditions as
contained in this Agreement shall inure to the benefit of and be
binding upon the successors and assigns of the parties.
31. Controllino Law. This Agreement shall be enforced and
interpreted in accordance with the laws of the State of Colorado.
Any action brought to enforce or interpret this Agreement shall
be brought in the District Court in and for Pitkin county,
Colorado. In the event of litigation between the parties con-
cerning this Agreement or matters arising therefrom, the prevail-
ing party shall be awarded its costs and reasonable attorney's
fees.
32. Entire Aoreement. This instrument constitutes the
entire agreement by the parties concerning the Premises and shall
supplant and supersede any previous agreements between the
parties pertinent to the Premises. Any prior or contemporaneous
oral or written agreement that purports to vary from the terms as
set forth herein shall be void and of no effect.
33. Amendments. Except as otherwise provided herein, this
Agreement and all of its terms and conditions may not be amended
or modified absent a written agreement duly executed by the
parties.
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WHEREFORE, the parties, through their duly authorized
representatives, have executed this Agreement upon the dates as
forth herein.
ATTEST:
By:
COLORADO
m, City Manager
OPERATOR:
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