HomeMy WebLinkAboutresolution.council.029-00RESOLUTION//29
(Series of 2000)
A RESOLUTION APPROVING A CONTRACT BETWEEN THE CITY OF
ASPEN, COLORADO, AND COZY POINT RANCH, LLC. SETTING FORTH
THE TERMS AND CONDITIONS REGARDING A LEASE AGREEMENT
FOR THE COZY POINT RANCH AND AUTHORIZING THE CITY
MANAGER TO EXECUTE SAID CONTRACT
WHEREAS, there has been submitted to the City Council a lease between
the City of Aspen, Colorado, and Cozy Point Ranch, LLC. a copy of which
contract ~s annexed hereto and made a parr thereof.
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 lease
between the City of Aspen, Colorado, and Cozy Point Ranch LLC. regarding the
Cozy Point Ranch and Equestrian Center, a copy of which is annexed hereto and
incorporated herein, and does hereby authorize the City Manager of the City of
Aspen to execute said contract on behalf of the City of Aspen.
Dated: ~~
I, Kathryn S. Koch, duly appointed and acting City Clerk do certify that
the foregoing is a true and accurate copy of that resolution adopted bv the City
Council of the city of Aspen, Colorado, at a meeting.held ~ 2000·
~ . Kath~ltS. Koch,' C~ty Clerk
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LEASE AGREEMENT FOR
THE COZY POINT RANCH AND EQUESTRIAN CENTER
TInS LEASE AGREEMENT entered into at AspeD, Colorado, this 13-t#J day of
w.~. ,2000, by and between the CITY OF ASPEN, CO.LORADO, amtinicipal
corporation and home-rule city ("City"), and Cozy Point Ranch, LLC, a Colorado limited
liability company ("Tenant"). '
WITNESSETH:
WHEREAS, the City is the owner of the Cozy Point Ranch and Equestrian Center in
Pitkin County, Colorado, which property is described on Exhibit A hereto (the "Premises "),
and desires to lease s.aid Premises to Tenant on the terms and conditions set forth herein; and
WHEREAS, Tenant has eJ[perienee in ranch and equestrian center management and
desires to lease the Premises from City. on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual terms, covenants and conditions
contained herein, the parties agree as follows: .
1. Term. The term of this Lease will be for ten (10) years. This Lease will be effective
at noon, Aspen time, on April 15, 2000 and terminate at noon, Aspen time, on April 15, 2010.
2. Use. Tenant may use the Premises solely for the purpose of managing and operating a
ranch and equestrian center and providing related services to third parties. Tenant shall not
use the premises for any other purposes without City's written consent. Tenant'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. Additionally, Tenant shall not use the Premises in any manner that will
create an increase in the rate of insurance or a cancellation of any insurance policy. Tenant
shall not keep, use or sell anything prohibited by any policy of fire insurance covering the
Premises. ' In the event that any change in law takes place that, in Tenant's reasonable
discretion, would make it materially more difficult or more expensive for the Tenant to use the
Premises as provided for hereunder, then Tenant may, upon not less than thirty (30) days prior
written notice to City, terminate this Agreement; for purposes of this Agreement, the term
"change in law" shall include, without limitation: (a) any change to the Pitkin County Land
Use Code; (b) any change to the zoning underlying the Premises; (c) any laws, condemnation
proceedings, ordinances and/or regulations of any kind or nature adopted by the government of
Pitkin County or the City (or any of their respective agencies); or (d) any court ruling of any
kind by a court of competent jurisdiction, which would negatively impact the water rights
appurtenant to the Premises, condemn all or any portion of the Premises, or otherwise
negatively impact the Premises.
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Lease Agreement
Cozy Point Ranch and Equesttian Center
Page 2
3. Time of Occunancv. Acceotance and Surrender of Premises. Tenant shall be entitled to
manage, use and occupy the premises as set forth in Paragraph 1, above. Occupancy of the
Premises by the Tenant shall be construed as recognition that the Premises are in their "as is"
condition, but shall not be construed as a waiver by Tenant 'of aJiy of the City's agreements to
conduct certain repairs to the Premises (including, without limitation, repair work to the
bridges that serve the Premises. repair work to the irrigation system on the Premises, and any
other capital improvements to the Premises as outlined by City in its "Asset Management
Plan" as may be amended by City, in its sole discretion, from time to time. The portion of the
Plan that relates to the Premises is appended hereto as Exhibit B).
4. PaYment; Tenarit agrees to pay as rent to the City for use and occupancy of the
Premises an amount equal to five percent (5.0%) of total anmiaJ. gross receipts up to
$500,000.00 and 7.5% of all gross receipts over $500,000.00 of any business conducted by
Tenant on the demised Premises through the term of this agreement. Said rent shall be payable
quarterly in arrears, beginning with ,the rent payment d~ on or about March 31, 2001 in
respect of the first calent!ar quarter of 2001. No payment of rent shall be due from Tenant in
respect of the year 2000.
"Gross receipts" as used in this Agreement shall include all money orthings of value
received or paid to Cozy Point; LLC (TeIiant) or to others for Tenant's benefit. "Gross
receipts" shall include, but not necessarily be limited to, the foijowing: all sales of
merchandise; receipts from rentals of stalls, runs, fields, or other boarding facilities; receipts
of any payments from trainers or other third party users of the facility; receipts from any
special events not dedicated to non-profit sponsors or beneficiaries; or other receipts from any
commercial activity conducted on the Premises for which Cozy point, LLC (Tenant) is
compensated.
"Gross receipts" shall not include direct taxes 011 the merchandise or services sold that
are passed on to and paid by consumers, clients, or customers of such services or merchandise,
or bY Tenant as a tax, and shall also not include any receipts for expenses incurred by Tenant
in connection with providing a venue for benefits or other fund raising activities for non-profit
organizations. Gross receipts shall also not include the sale of any of Tenant's assets.
Within thirty (30) days after the end of each calendar quarter, Tenant ~ furnish the
City with a statement to be certified as correct by Tenant or an employee of Tenant authorized
so to certify, which shall set forth the gross receipts for the quarter just concluded, and the
authorized deductions, if any, from such amount.' Said statement' shall also set forth the
amounts of money expended by Tenant during said quarter for capital improvement, repair
and/or maintenance items on the Premises, which items shall have been approved in writing
and in advance by City. With each statement, Tenant shall pay to the City the amoUnt of rent
that is payable to the City as shown thereby, less theamoums of money expended by Tenant on
approved capital improvement, repair, and/or maintenance items. In the event that, for any
given quarter during the term hereof, the amount of money expended by Tenant on approved
capital improvement, repair and/or maintenanCe items exceeds the amount that would
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Lease Agreement
Cozy Point Ranch and Equesttian Center
Page 3
otherwise be payable in rent then (a) no rental payment shall be due from Tenant in respect of
any such quarter; 'lInd (b) any such excess atnount shall roll forward and be credited against
Tenant's future rent obligations hereunder. City may at any time cause an audit of Tenant's
business to be made by an employee of the City or by a certified public accountant; any such
audit shall be conducted at City's expense. In the event that Tenant ever reaches a point where
Tenant has a credit balance at or, in excess of ten thousand dollars ($10,000.00) with City, in
respect of capital improvement, repair and/or maintenance items paid for by Tenant, then City
shall pay Tenant all of such oUtstanding ba1ance' within fourteen (14) days of the date that
Tenant presents to City, a statement indicating the ba1ance owed, together with any supporting
documents reasonably necessary to provide backup information regarding such statement
items. Work performed on approved capital improvements, repair and/or maintenance may be
effected by Summers Properties West, Inc. ("SPW"), an entity that is affiliated with the
Tenant. Unless otherwise specified the work will be performed on a time and materials basis
under the terms, rates and conditions outlined in SPW's standard contract.
5. Access to Premises. City shall be entitled to enter upon the Premises at all reasonable
hours for the purpose of inspecting the Satne, preventing waste or loss, or enforcing any of
City's rights hereunder.
6. Duties of Tenant Relative to ~ration of Ranch and Equestrian Center. 'During the
term of this Agreement the Tenant agrees:
a. To operate a public equestrian boarding, exercising and training facilities,
accommodating both English and Western disciplines. Regular public office
hours for the Tenant and Cozy Point Ranch staff will be 8:00 am to 5:00 pm
Monday through Friday, except for holidays. The equestrian facilities will be
available for use by the boarders and the general public from 8:00 am to 5:00
pm, seven days per week, 52 weeks per year. Before and after hours use may
be arranged with Tenant by waiver and on an individual, case-by-case basis;
however, Tenant shall not be obligated to provide any after hours use, but such
use shall not be arbitrarily limited. Boarders will be permitted twenty-four hour
per day/seven day per week access to their horses for medical, health, or dietary
purposes. Tenant reserves the right to restrict access to the indoor and outdoor
arenas during special events, clinics, schools, or competitions. The facility shall
be operated so as to accommodate without discrimination the exercising and
training needs of the public, both boarders and non-boarders of all ages, subject
to equitable barn rules and fees. Tenant shall arrange to have instruction and
training available in both Western and English disciplines and to accommodate
without discrimination, instruction and training provided by outSide trainers, not
directly employed by Tenant, to both boarders and non-boarders subject to
equitable" barn rules and fees. Tenant, shall make the arenas, either indoor or
outdoor depending upon the weather, available without charge for lip to four
(4) hours per week, on weekends during the school year, for charitable youth
oriented activities. (Examples of such activities may include "Pony Club",
"Happy on a Horse", "Silver Lining", or" A ,Grassroots Aspen Experience.")
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Lease Agreement
Cozy Point Ranch and Equesttian Center
Page 4
The Tenant shall encourage the development of a riding school for children as
well as promote various equestrian clinics and cOmpetitions. The public shall not
be arbitrarily or 1lIlIlecessari1y excluded from the use of, or access to, the
exercise and training facilities during such clinics, schools or competitions.
b. Tenant shall make commercially reasonable efforts to improve the condition of
the pastures, fields, and fencing and to' cooperate with City to ensure that the
irrigation systems do not deteriorate from their current condition. This section
includes normal day-to-day operations of a working ranch. Examples include, but
are not limited to, weed comrol, field disking and seeding, fence repair and cross
fencing, irrigation operations and repair, manure management, haying, minor
building repairs and general land management. Provided, however, that the
parties hereto agree that tenant's duties set forth in this subsection, and elsewhere
in this Agreement, shall not require Tenant to repair or maintain any portion of
the Premises, other than the pasture, fields or fencing, in a condition better than
that which existed on the date of this Agreement or on the date an improvement is
, placed into service.
c. To manage and maintain buildings, improvements, ani! equipment "as is" and to
make commercially reasonable efforts to make improvements as funds are
available. Management and maintenance of the equestrian facility shall include
grass cutting and snow removal, routine maintenance of the barns, houses,
arenas and fencing, refuse disposal, purchase of needed supplies; and other
work reasonably required to maintain and operate the property.
d. To develop and utilize suitable horse board agreements, release agreements,
sublease agreements, incident reports and other, documents necessary and
appropriate to protect the City and Tenant, and to collect all horse board, rents,
deposits, fees and other income derived fromthe operations of the ranch and the
equestrian center. Tenant shall provide a copy of all such documents to the City
for its approval before their use in the management of the properly. The City's
review of such documents shall be conducted within seven (7) working days and
approval shall not be unreasonably withheld.
e. To submit quarterly status reports to the City Manager for distribution to City
officials and staff in order to facilitate City monitoring of all activities of the
Property, any incidents of complaints and all issues requiring City action or
decision. City shall promptly notify' Tenant of any complaints received by City
regarding the operation of the facility.
f. To ,submit quarterly financial reports including income and expense statements
to the City Manager and I"(laint.in normal books of account on all operations for
review upon request by City officials or staff.
g. To secure such permits as may be required by Pitkin County, if any, for uses of
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Lease Agreement
Cozy point Ranoh and Equosiri." Center
Page 5
and activities on the ranch and equestrian center property and notify the City
Manager and other organizations and agencies (e.g., Sheriff, Brush Creek
Homeowners Association, SnowmassVillage, etc.), where appropriate, in
advance of all special events on, or uses of, t):Ie Premises.
h. To maintain such general liability insurance coverage for persons and an;mal~,
under Tenant's care 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.
Notwithstllntling the foregoing, however, in the event that Tenant is unable to
obtain and/or maintain insurance at a reasonable cost, then Tenant may, in its
discretion, terminate this Agreement by providing City with not less than sixty
(60) days prior written notice of termination. For purposes of this subsection,
unreasonable cost shall mean either a 100% annual increase in the cost of
premiums or a total cost of insurance premiums in excess of $10,000.00 in any
single calendar year.
i. To advise and assist the City in prioritizing such structural repairs and/or capital
improvements to the property as maybe necessary to maintain safe operations
and insure the long-term operation of the facility involving such matters such as
roofs, exterior walls, interior bearing walls, and building foundations; the
plumbing, water, sewer, electrical, heating and/or re-routing utilities and
irrigation systems; and repairing or replacing bridges, fixtures and ranch and
equestrian ,center equipment. City shall utilize all funds received as rent on the
Premises, along with funds allocated in the City's annual Parks Department's
budget, to fund capital improvements of the Premises as described in the Asset
Management Plan.
j. To work with City in creating, for each calendar quarter, a schedule of capital
improvement, repair and/or maintenance items hat Tenant may effect, using ,
Tenant's monies that would otherwise be payable to City as rent due hereunder.
No such capital improvements, repairs and/or maintenance shall be conducted
without the City's prior written consent. All capital improvements, repairs
and/or maintenance, including those funded solely by Tenant, of a perma""'"
and fixed nature shall become the property of the City upon termination of this
Agreement; provided, however, that any portable, modular, and/or temporary
structures paid for by Tenant shall remain the property of Tenant; provided,
however, that portable, modular, and/or temporary structures are identified in
writing as such before they are constructed or placed into service.
k. To comply .in all material respects with all of the duties and responsibilities of
Tenant as set forth in Tenant's Proposal appended hereto as Emibit "C."
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Lease Agreement
Cozy Point Ranch and Equestrian Center
Page 6
7. Duties of the City Relative to the Ranch and Equestrian Center. During the term of this
Agreement the City agrees:
a. To grant to Tenant the right of quiet enjoyment of the Premises, and to permit
Tenant to use the Premises for Tenant's sole use and occupancy, and to manage
the Premises, and conduct Tenant's equestrian business on the I'remises, in a
commercially reasonable manner as may be determined by Tenant in Tenant's
sole discretion for so long as Tenant shall abide by the terms of this Agreement.
b. To repair as soon as practicable, at City's expense, those certain two (2) bridges
over Brush Creek that provide access to certain portions of the Premises, and to
use City's good faith efforts to have all of such repairs cond.ucted on or before
July 1, 2000 in respect of the upstream bridge and July 1, 2001 for the
downstream bridge. Furthermore, City agrees to repair and/or rep1ace;as
necessary, the perimeter fencing on the Property (including, without limitation,
that portion of the perimeter fencing on the North side ofJuniper Hill Road), in
order to make' such fencing of a' kind and quality that is considered standard in
the equine industry. At a minimum, such standard requires a maximum spacing
of not more than ten (10) feet between fence posts, and a visible, durable top
rail (in order to prevent injuries and/or escapes by horses). ' Such fence repairs
shall be conducted, at City's expense, by no later than June I, 2001.
c. To repair, if needed,at City's expense, the irrigation system that serves the
Premises.
d. To meet with Tenant, not less frequently than once per calendar quarter ,in
order to review with Tenant the condition of thC Premises and to discuss with
'Tenant capital improvements, repairs and/or maillt"n~nce items that Tenant
would like to effect using monies, that would' otherwise be payable to City as
rent due hereunder.
, e. In the event that City decides to sell the Premises during the, term of this
Agreement, then Tenant shall have a right of first refusal to, purchase the
Premises. Tenant's right shall run for a period of thirty (30) days from the date
that City presents to Tenant an executed contract to purchase the Premises.
Tenant may exercise such right within such time period by providing City with a
written notice stating that Tenant desires to purchase the Premises on the same
terms as set forth in said contract. Tenant's failure, to send such a notice within
the thirty (30) day time period shall constitute a waiver of Tenant's right.
f. In the event that Tenant has performed its obligations hereunder, and in the
event that the term of this Agreement expires. then Tenant shall be given the
opportunity to match any competing bids that City may receive to operate the
Premises subsequent to, the term hereof. Such right shall run for a period of
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Lease Agreement
Cozy Point Ranch and Equestrian Center
Page 7
thirty (30) days from the date that City presents to Tenant a documi:nt stating the
terms upon which a competitor of Tenant desires to operate !be Premises.
Tenant may exercise such right withiJi such time period by providing City with a
written notice stating that TenaJit desires to operate the Premises on !be same
terms as set forth in'said contract. Tenant's failure to send such a notice within
the thirty (30) day time period shall constitute a waiver of Tenant's right.
8. Maintenance and ReQairs. Tenant, at its sole expense, sluiIl keep !be premises,
including roadway, outdoor walks and access ways, in a good, clean and safe condition and do
all work and repair necessary to maintain same and to keep it' from deteriorating; provided,
however, that the parties hereto agree that Tenant's duties set forth in the ~ing sentence
shall not require Tenant to repair or maintain any portion of the Premise,s in a condition better
than that which existed on the date of this Agreement, or on the date that an improvement is
placed into service. All areas used to board horses shall be maintained in a safe, sanitary, and
clean condition to properly ensure the health and safety of all animals boarded on the premises.
The standards of health, safety, and welfare for the animals shall be those that are common and
usua1 in the business of horse boarding and the operation of an equestrian center.
9. Utilities and Security Svstem. Tenant shaH, at its own expense, provide all water, heat
and electric utilities, and telephone service for the buildings and ranch operation. Tenant shall
not be responsible for the electric utility costs of operating irrigation pumps during calendar
. year 2000. The parties shall negotiate in good faith on, or abOut January 1, 2ooI,for the
proper allocation of costs for operating the irrigation pumps for calend,ar years 2001 to the end
of the term of this Agreement.
10. Personal Pr01ler(y. All personal property and trade fixtures placed on the Premises
shall be at Tenant'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 Tenant, its agents or employees.
Any personal property or trade fixtures of Tenant or anyone claiming under Tenant, 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.
11. Taxes. In the event any taxes are levied and assessed upon Tenant's leasehold interest
in the Premises or upon the improvements, fIXtUres or personal property of the Tenant during
the term of Tenant's occupancy of the Premises or arising therefrom, or upon the leasehold or
possessory interests as created through this lease, Tenant shall be solely responsible to satisfy
and pay all such taxes in a. timely fashion. Tenant shall not allow any liens for taxes or
assessments to exist with respect to the Premises, except that Tenant may permit such taxes or
assessment to remain unpaid while pursuing any good faith contest or appeal of same"
12., TndP.mnification. Tenant agrees to indemnify and hold harmless the City, its officers
and employees, from and against all liability, claims, and demands, on account of injury,.1oss,
or damage, including, without limitation, claims arismg from bodily injury, personal injury,
sickness, disease, death, property loss or damage, or any other similar loss, which arise out of
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Lease Agreement
Cozy Point Ranch and Eqqestrian Center
Page 8
or are in any manner connected with this Agreement, if such iD.jury, loss, or damage is caused
in whole or in part by ,the omission, error, or negligence of the Tenant, any subcontractor of
the Tenant, or which arises out of any workmen's compensation claim of any employee of the
Tenant or of aily employee of any subcontractor of the Tenant.
13. Public Liability Insurance. Tenant 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 insurance 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 thaJi the marimum 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~ '
~., 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 ins~ amounts fall below those marimum liability limits as
set forth at C.R.S. 24-10-114, as amended. City shall notify Tenant of any changes in the
above referenced amounts.
14. Termination Due to Fire or Similar CatastroQhe. If, absent negligence or fault on the
part of Tenant, 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 both the City and Tenant,
within fourteen (14) days from the date of loss, shall certify in writing to the City and Tenant
that the Premises, with reasonable diligence, cannot be niade fit for occupancy within ninety
(90) days from the happening of the OCCUrrence of the damage, then Tenant may elect in
writing (no later than ten (10) days from the date of the architect's certificate) to either
continue this Agreement or terminate this Agreement. If Tenant elects to continue this
Agreement; then Tenant and City shall meet and attempt to negotiate in good faith a reduction
in rent so 'as to compensate Tenant for the damage caused to the Premises; in the event that
such negotiations fail, then Tenant may terminate this Agreement by providing to City a
written termination notice. In the event that the Premises were damaged absent negligence or
fault on the part of Tenant, then Tenant shall,be released from Tenant's obligations set forth
herein to return the Premises to City in the same condition (ordinary wear and tear excepted)
as existed on the date hereof for those portions of the Premises damaged by fire. If, however,
the damage is not such as to prevent reoccupation and use of the Premises within ninety (90)
days, then repairs thereto shall be undertaken by Tenant (to be offset against rents otherwise
due to City) with all reasonable speed to restore the Premises to its fortner condition and the
Agreement shall remain in effect. Tenant's duties and obligations to provide ~ices as herein
set forth shall be suspended during those time periods wherein the Premises are 'unfit for
normal business activities due to fue or other catastrophe, and/or repair activities associated
therewith.
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L.... Agreement
Cozy Point RaDch and Equestrian Ceo.".
Page 9
15. City to be Named a Co-Insured or Additional Insurance. Tenant shall name City as co-
insured or additional insured on all insurance policies and such policies shall include a
provision that written notice of any non-renewal, cancellation or material change in a policy by
the insurer shall be delivered to City thirty (30) days in advance of the effective date.
16. ~airs and Alterations bv Tenont. Tenant, upon city's written consent, may, at its
, own expense (or as a set off against rent otherwise due to City), make reasonable and
necessary alterations or improvements to the Premises. All alterations, additions and
improvements shall be performed in a workmonlike JllalIIleI', 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 permanent, fixed alterations, additions and improvements made in
or to the Premises shall be the property of City and, remain and be surrendered with the
Premises upon termination of this Agreement; provided, however, that any portable, modular,
or temporary structures paid for by Tenant shall remain the property of Tenant; provided,
however, that they are identified as such in writing prior to their construction or placement into
service. Tenant agrees that prior to any construction or installation of alterations, additions or
improvements, Tenant 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 ofsame. Perfection of a mechanic's
lien against the Premises as a result of Tenlint's acts or omissions may be treated as a material
breach of this Agreement.
17. ReDairs and Alterations bv City. City reserves the right, from time to time, at its own
expense and by its officials, employees and contractorS, to make such alterations, renovations
or repairs in and about the Premises. City shall provide reasonable notice to Tenant 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
eliminote or \)'1;nim;7.e any disruption of Tenant's. business 'and protect the health and safety of
the animals.
18. 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 authority ,for public use, then this
Agreement shall 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. Tenant
shall be entitled to that part of any condemnation award for the value of the unexpired' term of
this Agreement or for any other estate or interest in the Premises. '
19. Assignment of Allreement. Tenant shall not assign, pledge, sublease or otherwise
, dispose of or encumber this Agreement, or the Premises, without the prior written consent of
the City. Notwithstanding the foregoing, however, Tenant may sublease portions of the
Premises to third parties, from time to time; no such sublet shall, relieve Tenant of its
obligations hereunder. Tenant shall notify City of all subleases for portions of the ~.
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Lease Agreement
Cozy Point Ranch lUld Equesttian Center
Page 10
20. ~. Tenant shall not place any signs upon the Premises or upon the buildings except
of. such design and construction 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 Tenant's
business, and permission shall not be unreasonably withheld for the posting of a sign for
Tenant's business provided that such sign complies with all applicable laws and regulations.
Any sign permitted by City shall at all times . comply with appliCable ordinaJices, rules and
regulations.
21. Breach.
a. Breach bv Tenant: If Tenant shall fail to timely comply with any of the terms or
conditions of this Agreement, including, but not limited to, maintaining the
premises used by animals in a safe, healthy and sanitary condition, or any notice
given under it, or Shall become insolvent, or shall have or attempt to make an
assigmnent for the benefit of creditors, or if any of its property be "tbch..n and
such attacbment is not promptly released, or if an 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, 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. In the event of any such breach, City shall send to Tenant a
written notice stating the grounds of such breach. Tenant shall then have thirty
(30) days within which to cure such breach. Failure to so cure any such breach
shall constitute an "Event of Default" hereunder.
b. Breach bvCitv: If City shall fail to timely comply with any of the terms or
conditions of this Agreement, or in any way disturbs Tenant's quiet enjoyment
of the Premises, then Tenant may treat such act or omission asa breach of this
Agreement. In the event of any such breach, Tenant shall send to City a written
notice stating the grounds of such breach. City shall then have thirty (30) days
within which to cure such breach. Failure to so cure any such breach shall
constitute an "Event of Default" hereunder.
22. Remedies:
a. City's Remedv for Event of Default: Any Event of Default by Tenant shall be
cause for termination of the Agreement by City in the manner set forth in this
paragraph. City shall deliver to Tenant three (3) business days' prior written
notice of its intention to terminate this Agreement. City shall have the right to
declare this Agreement terminated upon the end of such three (3) business day
period, and all rights powers and privileges of Tenant as provided through the
Agreement shall cease, and Tenant shall immediately vacate the entire Premises.
In addition to the above stated remedy, if in the reasonable opinion of the City,
Tenant has failed to maintain the premises in a safe, healthy and sanitary
condition which threatens the well being of any animals boarded on the premises
~
"1
Lease Agreement
CoZy Point Ranch and Equestrian Cooter
Page 11
following notice of such condition(s) by, the City and failure to cure by Tenant'
in a reasonable period of time, City shall have the right to terminate this
Agreement upon seventy-two (72) hours written notice as provided above; and,
at its option, enter into the Premises and remove all persons and take and retain
possession thereof either with or without process' (If law. The City shall retain
the services of a qualified veterinarian to assist the City in determining the
safety and well being of any animal. boarded at the facilities.
b. Tenant's Remedv for Event of Default: Any Event of Default by City shall be
cause for Tenant's recourse to the remedies set forth in this paragraph. Tenant
may elect to either terminate this ~eement or continue this Agreement if any
Event of Default by the ,City shall occur. If Tenant desires to terminate this
Agreement, then Tenant shall deliver to City three (3) business days' prior
written notice of its intention to terminate this Agreement. Tenant Shall have the
right to declare this Agreement terminated upon the end' of such three (3)
business day period, and all obligations of Tenant as provided through the
Agreement shall cease. Furthermore, notwithstanding any such termination,
Tenant may seek to recover in a court of law any lost profits or any other costs
and/or expenses incurred by Tenant as a result of the City's breach of this
Agreement. If Tenant desires to continue this Agreement, then Tenant may
send to City a written notice indicating that Tenant intends to continue this
Agreement, but which notice shall also state any atnounts of rent that Tenant
intends to withhold for lost profits, or other costs, which Tenant may seek to
recover in order to compensate Tenant for the damage caused to Tenant by
City's breach of this Agreement.
23. Non-Waiver of Rights. Any failure by City or Tenant to so terminate this Agreement
as herein provided after the breach, default or failure by Tenant or City, as the case may be, to
adhere to the terms of the Agreement shall not be deemed or construed to be a waiver or
continuing waiver by City or Tenant of any their. respective rights to terminate the Agreement
for any present or subsequent breach, default or failure.
24. Non-Discrimination. Tenant 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, 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 orientation, family responsibility or political affiliation, nor otherwise commit an unfair
employment practice.
25. Indeoendent Contractor Statns. It is expressly acknowledged, and understoodby the
parties that nothing contained in this Agreemerit shall result in, or be construed as establishing
an employment relationship. To the extent that this Agreement may be construed as requiring
Tenant to provide services to or on behalf of City, Tenant 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 Tenant shall be, or shall be deemed to
r"\
~
Lease Agreement
Cozy P<>int Ranch and Equcstrian Center
Page 12
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 ~ under the sole
control of Tenant. None of the benefits provided by City to its employees including, but not
limited to, worker's compensation insurance and unemployment insurance, are available from
City to the employees, agents or servants of Tenant. Tenant ,shall be solely and entirely
responsible for its acts and for the acts of Tenant's agents, employees, servants and
subcontractors during the term of this Agreement. Tenant shall not 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 U:nder the sole
control of Tenant. None of the beuefits provided by City to its employees including, but not
limited to, worker's compensation insurance and unemployment insurance, are available from
City to the employees, agents or servants of Tenant. Tenant shall indemnifY City against all '
liability and loss in connection with, and shallassUIIle 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 respect to Tenant and/or Tenant's
employees engaged in the performance of the services agreed to herein.
26. 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 8161l
For Tenant:
Monroe Summers
Cozy Point Ranch, LLC
1l1K AABC
Aspen, Colorado 8161l
The parties may change or add such designated person(s) or addresses as may be
necessary from time to time in writing.
27. BiDding 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.
28. Controlling 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 concerning this Agreement or matters arising therefrom, the
prevailing party shall be awarded its costs and reasonable attorney's fees.
29. "nriTe A lY1'I'.eTl1ent. This instrument constitutes the entire agreement by the parties
concerning the Premises and shall supplant and supersede any previOUS agreements between the
/""',
1"""\
L.... A&reemont ,
Cozy Point Ranch and EqUestrian Center
Page 13
parties pertinent to the PremiseS. Any prior or contemporaneous oral or written agreement
that purports to vary from the terms as set forth herllin shall be void and of no effeCt.
30. Amendments. EJl:cept as otherwise provided herein, this Agreement and all of its terms
and conditions may not be amended or modified absent a written agreement duly eJ[ecUted by
the parties.
WHEREFORE, the parties, through their duly authorized representatives. have
eJ[ecUted'this Agreement upon' the dates as forth herein.
THE CITY OF ASPEN, COLORADO
. By: ~~~~c/
.Name: "6 G"" ~v\P".')~
Title: Crr-( J...( A.14 ~
ATTEST:
~)Jtl.J:1JC1L
Kathryn s.' h, City Clerk
Tenant:
By:
Name: Mom
Title: Manager
,LLC
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