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HomeMy WebLinkAboutresolution.council.011-93 'e."' ~, \1.",. 'eI' ~~ '11!!, ','., , 1& ti 11 S; AG._ RESOLUTION NO. lL Series of 1993 A RESOLUTION APPROVING A PROFESSIONAL SERVICES AGREEMENT BETWEEN THE JOHNSON HOCKEY SCHOOL, INC. AND THE CITY OF ASPEN, COLORADO, FOR THE OPERATION OF THE SUMMER HOCKEY SCHOOL AT THE ICE GARDEN, i\ND 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 professional servICes agreement between the Johnson Hockey School, Inc. and the City of Aspen, 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 profession:)1 servIces agreement between the Johnson Hockey School, Inc. and the City of Aspen, a copy of which is annexed hereto and incorporated herein, and does hereby authorize the City Manager 01' 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 ~_dayof ~~.1993. I, Kathryn S, Koch, cluly appointed and acting City Clerk do certify tnat the foregoing is a true and accurate copy of that resolution adopted by the City Council of the City of !\spen, Color:ida,at'a meeting held on the day hereinabove stated. :lll~k(Y.ll':, ,~~/ -~ Kathry ?:! .KO',CitY~ II,..,' }; \L ,,~ It ,1,'\'. ' I ~ (~ e' ( -'\'- . - _IIIII~- ,.< PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, entered into at Aspen, Colorado, this 1st day of November, 1992, by and between the City of Aspen, Colorado, a municipal corporation and home rule city (hereinafter "City"), and the Johnson Hockey School, Inc. (hereinafter "Johnson"). RECITALS 1. The City owns and operates an ice skating facility known as the Aspen Ice Garden (hereinafter "Ice Garden"), 233 West Hyman Avenue, Aspen, Colorado. 2. Johnson desires to operate the Johnson Hockey School and desires to contract with the City to provide services in connection with the operation of an Aspen summer hockey school at the Ice Garden, on the terms and conditions set forth in this agreement. NOW, THEREFORE, in consideration of the mutual terms, covenants and conditions contained herein, the parties agree as follows: I. TERM The term of this agreement shall be for a period of five (5) years, commencIng on January I, 1993, and terminating on December 31, 1997. ' II. DUTIES OF CITY During the term of this agreement and in connection with the operation of the Aspen summer hockey school, City agrees: A. To meet with the directors of the Johnson Hockey School on or before March 15 of each year during the term of this agreement to finalize the details listed below for that year's summer hockey school and to execute a supplemental agreement in substantially the same form as that appended hereto as Exhibit" A". I. Number of hockey school sessions to be scheduled. 2. Dates and times for each session. 3. Maximum and minimum number of students per session. 4. Tuition per student per session. 5. Any other terms and conditions mutually agreed to by the parties not inconsistent with this general agreement. B. To permit Johnson to use the Ice Garden with respect to the duties and privileges under this agreement, and to reserve the ice at the Ice Garden for the exclusive use of the Aspen summer hockey school on the dates and times agreed to by the parties at their annual meeting as provided for at paragraph A hereinabove. ~- ., ~-,', tllJ '.", If ~ii", - ..... -' C. To prepare, print and mail a brochure describing the hockey school and other relevant information. D. To provide at least one (I) administrative employee of the City to perform duties in connection with correspondence, financial control, and registration of camp participants involving not more than 315 hours of work time per year. E. To provide sufficient staff to maintain customary service for ice making, skate sharpening, and operation of the pro shop, at a level comparable to the winter season. F. schedule. To provide pucks, net and ice resurfacing as reasonably needed by the school G. To provide, at City's expense, a commemorative jersey to each school participant. III. DUTIES OF JOHNSON During the term of this agreement, in connection with the operation of the hockey school, Johnson agrees: A. To meet with City representatives on or before March 15 of each year during the term of this agreement to finalize the details set forth at section II. A. hereinabove, and execute a supplemental agreement in substantially the same form as that appended hereto as Exhibit "A". B. To employ and retain for the benefit of the City, at Johnson's own cost and expense, coaches and counselors of sufficient qualification to operate the number of sessions agreed to by the parties at their annual meeting in accordance with Section II. A. hereinabove. C. To perform at each session of the hockey school the following general duties, which shall be under the direct supervision of Johnson: I. Provide competent hockey ihstruction for all participants in the school. 2. Employ and supervise competent personnel, coaches and counselors. 3. Enforce all rules and regulations governing the use of the Ice Garden. 4. Maintain a close relationship and cooperation with the Ice Garden manager employed by the City. 5. Assure that the coaches and counselors shall devote a reasonable number of hours. 6. Manage the hockey school. 2 '. ~" ',-... e' I"",' g \~, we", \),t '~ ,-' D. To keep such records and accounts as reasonably required by City concemingthe operation and management of the hockey school which records and accounts shall at all reasonable times be available for inspection of the City's auditors and/or Finance Director. E. To inspect the ice skating surface each day prior to the start of any school session in order to assure that the ice skating surface is in good condition. IV. DISTRIBUTION OF REVENUES All revenue from the operation of the hockey school shall be paid to City. The distribution of the revenues shall be as follows: I. Johnson shall receive forty-nine percent (49%) and City fifty-one percent (51 %) of each participant's paid tuition. 2. The paid count shall be verified by Johnson and the rink manager on the second day of each session. 3. Johnson shall receive her percentage of paid tuitions by the end of each session. 4. In the event of a cancellation, a cancellation fee of $25.00 will be retained by City from the participant's paid tuition to cover the expenses incurred in processing the cancellation. Johnson shall not receive a percentage of cancellation fees. 5. The income derived from rink concessions, i.e., pro shop, skate sharpening, locker rentals, video and vending machines will belong to the City and not be a part of the above-mentioned distribution. V. ARBITRATION OF DISPUTES Any and all disputes arising out of or in connection with the operation of the hockey school pursuant to this agreement shall be presented to the City Manager of the City of Aspen within three (3) days after the controversy arises, with the understanding that the City Manager shall endeavor to mediate such disputes or controversies. VII. MISCELLANEOUS PROVISIONS 1. Ingress and Egress. Johnson shall. have the right of ingress and egress into the Aspen Ice Garden building, its restrooms, locker rooms, ice surface and spectator areas, but acquires no other right in any other part of the building than the parts specified. 2. Purpose. Johnson represents that the Ice Garden shall be used for the purpose set forth in this agreement and for no other purpose whatsoever without the written consent of City. 3 It ~. "C .'C. ~- Iz. alt", 4 \~ . .... ,..; 3. Surrender of Premises. Johnson shall quit and surrender the Ice Garden and all equipment contained on and in the Ice Garden to City at the end of the last summer session each year of the term of this agreement in the same condition as at the date of the commencement of this agreement, ordinary use and wear excepted. 4. Rules and Regulations. Johnson shall abide by and conform to all rules and regulations from time to time adopted or prescribed by City for the government and management of the facilities. 5. Employees of Johnson. Technicians, coaches, assistant coaches, and other personnel, if employed by Johnson, are employees of Johnson, and Johnson is responsible for payment of workers' compensation, unemployment insurance, social security, and withholding taxes in connection with all such employees. 6. Compliance with Law. Johnson shall comply with all laws of the United States and of the State of Colorado, all ordinances of the City of Aspen, and all rules, regulations and requirements of the police and fire departments or other municipal authorities of the City of Aspen. Johnson will not do or suffer to be done anything in the Ice Garden during the term of this lease agreement in violation of any such laws, ordinances, rules or requirements. If the attention of City is called to any such violation on the part of Johnson or of any person employed by or admitted to the Ice Garden by Johnson, Johnson will immediately desist from and correct or cause to be corrected such violation. 7. lntoxicatin~ Liquors. Johnson will not cause or allow beer, wine, or liquors of any kind to be sold, given away, or used in the Ice Garden except upon the express written consent of City. 8. Defacement. Johnson shall not injure, nor mar, nor in any manner deface the Ice Garden or any equipment contained in or in the Ice Garden, and shall not cause or permit anything to be done whereby the Ice Garden or equipment in the Ice Garden shall be in any manner injured, marred or defaced. Johnson will not drive or permit to be driven nails, hooks, tacks or screws into any part of the building or equipment contained in the building and will not make or allow to be made any alterations of any kind to the building or equipment contained in the building. 9. Damage to Premises. a. If the Ice Garden or any equipment located in the Ice Garden during the term of this lease agreement shall be damaged by the act, default, or negligence of Johnson, or of Johnson's agents, employees, patrons, guests, or any person admitted to the Ice Garden by Johnson, Johnson will pay to City upon demand such sum as shall be necessary to restore the Ice Garden or equipment contained in the Ice Garden to their present condition. b. Johnson assumes full responsibility for the character, acts, and conduct of all persons admitted to the Ice Garden by the consent of Johnson or with consent of any person acting for or on behalf of Johnson. Johnson agrees to have on hand at all times, at Johnson's 4 Il-, ~. 4_ \, , ~'.. tA 1,. -' own expense, such police and fire force as is determined necessary by the Aspen chief of police to maintain order and to protect persons and property. 10. Loss of Equipment. All equipment entrusted to the care of Johnson or in the Ice Garden during the term of this agreement which shall become lost, stolen, or disappear shall be the sole responsibility of Johnson. Johnson shall be responsible to pay full replacement costs to City. I L Advertisements. Johnson will not post or exhibit or allow to be posted or exhibited signs, advertisements, show-bills, lithographs, posters, or cards of any description inside or in front or on any part of the building except upon the regular billboards provided by City therefor, and will use, post, or exhibit only such signs, advertisements, show-bills, lithographs, posters, or cards upon the building as related to the performance or exhibition to be given in the Ice Garden, and for such period of time as designated by City. Johnson shall take down and remove all signs. advertisements, show-bills, lithographs, posters, or cards of any description objected to by City. 12. Audience. Johnson shall not admit to the Ice Garden a larger number of persons than the seating capacity thereof will accommodate or that can safely or freely move about the Ice Garden. The decision of the Ice Garden Manager of City in this respect shall be final. 13. Lost ProDerty. City shall have sole right to collect and have custody of articles left, lost, or checked in the building by persons attending any performance, exhibition, or enter- tainment given or held in the Ice Garden. Johnson or any person in Johnson's employ shall not collect or interfere with the collection or custody of such articles. 14. Sales on Premises. City reserves, and at all times shall have, the sole right to sell or give away refreshments, beverages, candies, sandwiches, and other merchandise, and to rent and sell opera glasses, and other articles, to conduct checkrooms, to control programs and to supervise the contents thereof, to take photographs, to control and supervise radio or television broadcasting or recording and transcription rights and equipment, and other privileges. Johnson shall not engage in or undertake the sale of any of the above-stated articles or privileges, without the prior, written consent of City. 15. Fire Hazards. a. Johnson shall not do or permit to be done anything in or on any part of the building, or bring or keep anything in the building, which will in any way increase conditions of any insurance policy upon the building or any part of the building, or in any way increase the rate of fire or public liability insurance upon the building or property kept therein, or in any way conflict with the regulations of the fire department or with any of the rules, regulations, or ordinances of the City of Aspen or in any way obstruct or interfere with the rights of other tenants in the building or injure or annoy them. b. Johnson shall not, without the prior, written consent of City, put up or operate any engine or motor or machinery on the demised premiss or use oils, burning fluids, camphene, kerosene, naphtha, or gasoline for either mechanical or other purposes or any other agent than gas or electricity for illuminating the Ice Garden. 5 -- IY, '" \, tit , .;' & \, '\< 1"It, @' r,. \\ .~ ..4 16. Assi!!nment. Johnson shall not assign this agreement without the prior, written consent of City nor suffer any use of the Ice Garden other than as specified in this agreement. 17. Rent Refund. If Johnson, being entitled to possession under this agreement, fails for any reason to take possession of or to use the Ice Garden, no rent refund shall be made and the full rent called for by this agreement, including any disbursements or expenses incurred by City in connection therewith, shall be payable by Johnson to City, as liquidated damages and not by way of penalty. 18. Staff. Johnson understands and specifically agrees that City does not fumish any staff not otherwise provided for in this agreement. 19. Damal?e to Buildinl? In case the building or any part of the building shall be destroyed or damaged by fire or any other cause, or if any other casualty or unforeseen occurrence renders the fulfillment of this lease agreement by City impossible, including, but not limited to, requisitioning of the Ice Garden by the United States government or any arm or instrumentality of the United States government, this lease agreement shall terminate and Johnson shall pay rental for the Ice Garden only up to the time of such termination at the rate specified. City hereby waives any claims for damages or compensation should this lease agreement be so terminated. 20. Evacuation of Buildin!;!. City reserves the right to evacuate the building during any activity in progress when it is deemed necessary for the safety of the general public. 21. Control of Building. The building, including the Ice Garden and the keys thereof, shall be at all times under the charge and control of the Ice Garden Manager who shall be appointed by City. 22. Default in Rent Payment. Johnson covenants that if any default is made in payment of the distribution of revenues, or if any default is made in any covenant or condition contained in this agreement, then this agreement and the relation of City and Johnson, at the option of City, shall cease and terminate and the relation of the parties shall be the same in all respects as if the term had fully expired. Under such circumstances, City may reenter the Ice Garden and hold them as of its former estate, remove all persons from the Ice Garden, and resort to any legal proceedings to obtain possession. Johnson, shall in spite of such entry, pay the full amount due as agreed to be paid in this agreement. 23. Indemnification. Johnson agrees to indemnify and hold harmless the City of Aspen, its officers, employees, insurers, and self-insurance, 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, property loss or damages, or any other loss of any kind whatsoever, which arise out of or are in any manner connected with this lease, 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 act, omission, error, professional error, mistake, negligence, or other fault of the Johnson. Johnson agrees to investigate, handle, respond to, and to provide defense, for and defend against, any such liability, claims or demands at the sole expense of the Johnson, or at the option of the City, agrees to pay City or reimburse City for 6 e"" \~ \.~ ae;, it "< !eT, ~, \\" ..< the defense costs incurred by City in connection with, any such liability, claims or demands. The Johnson also agrees to bear all other costs and expenses related thereto, including court costs and attorney fees, whether or not any such liability, claims, or demands alleged are groundless, false or fraudulent. Johnson understands and agrees that ice skating and ice hockey are dangerous activities for participants and observers and involve risks to persons and property. Knowing these risks, Johnson, nevertheless, agrees to assume them and hold City harmless. 24. Insurance. (a) Johnson agrees to obtain general liability insurance with mInimUm combined single limits of one hundred fifty thousand dollars ($150,000.00) each occurrence and six hundred thousand dollars ($600,000.00) aggregate. The policy or policies required shall be endorsed to include the City of Aspen and the City's officers and employees as additional insureds. Every policy required shall be primary insurance, and any insurance carried by the City of Aspen, its officers or employees, shall be excess and not contributory insurance to that provided by Johnson. Johnson shall provide a certificate of insurance completed by Johnson's insurance agent as evidence that policies providing the required coverages, conditions, and minimum limits are in full force and effect, and shall be reviewed and approved by the City prior to commencement of the contract. The certificate shall identify this agreement and shall provide that the coverages afforded under the policies shall not be cancelled, terminated or materially changed until at least thirty (30) days prior written notice has been given to the City. (b) The parties hereto understand and agree that City is relying on, and does not waive or intend to waive by any provision of this lease agreement, the monetary limitations or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, Section 24-10-101, et seq. (c) The parties hereto further understand and agree that City is a member of the Colorado Intergovernmental Risk Sharing Agency (CIRSA) and as such participates in the CIRSA Property/Casualty Pool. Copies of the CIRSA policies and manual are kept at the City of Aspen Finance Department and are available to Johnson for inspection during normal business hours. City makes no representations whatever with respect to specific coverages offered by CIRSA. (d) All insurance policies carried by Johnson, its officers, or its employees, shall be primary insurance, and any insurance carried by City, its officers, llr its employees, or carried by or provided by City shall be excess and not contributory insurance to that provided by Johnson. 25. Lien on Box Office Receipts. Any sum due City from Johnson for Johnson's use of the Ice Garden or any accommodations, services, or materials shall be a first lien on box office receipts of Johnson. 26. Mana~ement of Funds. In the handling, control, custody, and keeping of receipts and funds, whether they are received through the box office or otherwise, City is acting for the 7 $,.'" \~ ,e,,: " ~; "<: 'e' ~ Ii ^;..,- -" accommodation and full benefit of Johnson. As to such receipts and funds, City shall be responsible only for gross negligence or bad faith. 27. Manager of Building. Any matters not expressly provided for In this lease agreement shall be in the discretion of the Ice Garden Manager. 28. Binding Effect. This agreement shall bind and inure to the benefit of the respective heirs, personal representatives, successors, and assigns of the parties. 29. Governing Law. It is agreed that this agreement shall be governed by, construed and enforced in accordance with the laws of the State of Colorado. 30. Entire Agreement. This agreement shall constitute the entire agreement between the parties. Any prior understanding or representation of any kind preceding the date of this agreement shall not be binding upon either party except to the extent incorporated in this agreement. 31. Modification of Agreement. Any modification of this agreement or additional obligation assumed by either party in connection with this agreement shall be binding only if evi- denced in a writing signed by each party or an authorized representative of each party. 32. Waivers. Waiver by City of any breach of any covenant or duty of Johnson under this agreement is not a waiver of a breach of any other covenant or duty of Johnson, or of any subsequent breach of the same covenant or duty. 33. Remedies of City Cumulative. The remedies given to City in this lease agreement shall be cumulative, and the exercise of anyone remedy by City shall not be to the exclusion of any other remedy. 34. Time of the Essence. It is specifically declared and agreed that time is of the essence of this agreement. 35. Paragraph Headings. The title to the paragraphs of this lease agreement are solely for the convenience of the parties and shall not be used to explain, modify, simplify, or aid in the interpretation of the provisions of this lease agreement. 38. Notice. All notices required hereunder shall be in writing and shall be deemed to have been given if either delivered personally or mailed by certified mail to Johnson or to City, as the case may be, at their respective addresses as follows, or to such other address as either party may so notify the other of in writing. JOHNSON: CITY: Martha Johnson 3535 Broadmoor Valley Rd. Colorado Springs, CO 80906 City Manager 130 South Galena Street Aspen, Colorado 81611 8 '. ~' 'ii 'i" 4"It, If ~ '~" lilt' CZ-, '~ -' Having agreed to the above and foregoing, the parties hereto do affix their signatures. CITY OF ASPEN, COLORADO By JOHNSON: ''1?, T".- c;: /!l~'Iu( APPROVED AS TO FORM: ~/vf1~ JohnsOIl.agr 9 4.""" If '(\ '", @e., ~ ~., '" .fu" , ~ ..< ANNUAL SUPPLEMENT TO PROFESSIONAL SERVICES AGREEMENT THIS SUPPLEMENT AGREEMENT TO THE PROFESSIONAL SERVICES AGREEMENT made this _ day of , 199_, by and between the City of Aspen ("City") and the Johnson Hockey School, Inc. ("Johnson"). WITNESSETH, that whereas the City and Johnson met to finalize the details for the forthcoming summer hockey school in accordance with the Professional Services Agreement dated November I, 1992, and whereas the parties wish to set forth those details in writting. NOW THEREFORE, the parties agree as follows: IOIBER OF SESS I CMlS: DATES AND TIMES FOR: EACH SESSION: MAXIMUM AND MINIMUM NUMBER OF STUDENTS: TUITION PER STUDENT PER SESSION: OTHER TERMS AND CONDITIONS , Having agreed to the above and foregoing, the parties hereto do affix their signatures, City of Aspen: Johnson: By: By: Aspen Ice Garden Manager hock~y .sup tA \11' ,w..,', ~ "Q\ '< ~ '. --' ANNUAL SUPPLEMENT TO PROFESSIONAL SERVICES AGREEMENT THIS SUPPLEMENT AGREEMENT TO THE PROFESSIONAL SERVICES AGREEMENT made this /'1" day of AZ/t"-iPC;-7 , 199-3, by and betwccn thc City of Aspen ("City") and the Johnson Hockey School,)nc. ("Johnson"). WITNESSETH, that whcreas the City and Johnson met to finalize the details for the forthcoming summer hockcy school in accordancc with the Professional Services Agrccment dated Novcmber 1, 1992, and whereas the parties wish to set forth those details in writting. NOW THEREFORE, the parties agree as follows: N....BER OF SESSIONS: ~O ~/.?'AAs DATES AND TIllES FOR EAell SESSION: ./ =- \/VL-Y..:;j'''O- ~c:;;; ? (("k /4 '/c/L,i/c2:?) fl =-,k/L'Y 7--&6-/"//3 (C..€ /,,? ~7b) / ' " KAXI':"" AND HINlPUH NUHlIER OF STUlENTS: /6<0 dA".-akr-s /tf"cPC74'//~ /::t!."rScZ lS/O,rJ " TUlTlON PER STUlENT PER SESSION: /V/7/?lU /d z;. 027;;;-- /( ,/.0/'0 _ .z;::;r OTHER TERMS AND CONDITIONS Having agreed to the above and foregoing, the partics hereto do affix their signatures. City of Aspcn: By:~~;:Q~~ As en Ice Gardcn ~a2ger , hOdoy,,"p ~1'~3 , ' By: