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HomeMy WebLinkAboutresolution.council.095-05RESOLUTION #95 (Series of 2005) A RESOLUTION APPROVING AN AGREEMENT BETWEEN THE CITY OF ASPEN, COLORADO, AND ASPEN CHAMBER RESORT ASSOCIATION SETTING FORTH THE TERMS AND CONDITIONS REGARDING ACRA SERVICES AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAID CONTRACT WHEREAS, there has been submitted to the City Council a contract between the City of Aspen, Colorado, and Aspen Chamber Resort Association, a copy of which contract is annexed hereto and made a part 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 contract between the City of Aspen, Colorado, and Aspen Chamber Resort Association regarding ACRA Service, 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: December 1, 2005 ~~.~~~_ ~. j~.~, _ ~Mayor 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 by the City Council of the City of Aspen, Colorado, at a meeting held November 28, 2005. Katl~/yn S. Koch, City CITY OF ASPEN AND ASPEN CHAMBER RESORT ASSOCIATION SERVICES AGREEMENT THIS AGREEMENT is made and entered into on this ~-~3 day of November 2005, by the CITY OF ASPEN, Colorado, a Colorado Municipal corporation ("the CITY") and the ASPEN CHAMBER RESORT ASSOCIATION, a Colorado not-for- profit corporation (the "ACRA"). WHEREAS, the CITY has a vital interest in the economic health of the CITY; and WHEREAS, the CITY has the constitutional home rule power to approphate money for the purpose of advertising the business, social and educational advantages, the natural resources and the scenic attractions of the CITY: and WHEREAS, the CITY wishes to retain the services of the ACRA to operate and manage Visitors Centers located within the CITY and to collect, manage and dispense information related to tourist attractions, lodging and other related matters (i.e. special events) to the general public and to operate and manage community based special events for the purpose of attracting increased tourist visitation; and WHEREAS, the parties wish to enter into an agreement to establish the terms and conditions under which the ACRA will provide such services to the CITY. Agreement NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: INFORMATION, COMMUNICATIONS & SPECIAL EVENTS The ACRA will operate the City of Aspen's Visitors Centers located in the Rio Grande parking structure, Wheeler Opera House, and the Guest Services Pavilion. The parties may enter into further agreements to operate additional Visitors Centers on terms that are mutually agreeable to the parties. B. The centers will be staffed and hours of operation shall be: Rio Grande: 8:30 am to 5:00 pm, Monday through Friday. Wheeler: 10:00 am to 6:00 pm, 365 days a year, with the exception Closure Dates as described below. Guest Services Pavilion: During the first year of this Agreement, the ACRA will operate the Guest Services Pavilion for between 6 and 8 hours a day, 365 days a year, weather permitting. At the commencement of the second year of this Agreement, the parties shall set a mutually acceptable schedule for the Guest Services Pavilion, taking into account historical traffic flow. The City shall have the right to close the Wheeler location on designated dates ("Closure Dates"). Provided the City gives the ACRA notice of a closure date 30 days in advance, the ACRA shall provide comparable services at another location on any such Closure Date. The ACRA shall maintain traffic flow reports documenting visitor center traffic by day, and shall supply such reports to the City upon request. The parties agree to cooperate to make any reasonable adjustments in scheduling or staffing deemed necessary in order to better serve the customer. Changes that result in a significant net increase or decrease in annual hours of operation shall be subject to the reopening of this agreement for purposes of negotiating compensation for the provision of such services. The ACRA shall provide, through the Visitor Centers the following information and services to the general public. Information relating to current events and activities of interest to visitors to the City of Aspen. Information regarding the physical layout of Aspen and from time to time, as needed, directions to the location of things and activities within the CITY of Aspen. Information regarding businesses will be provided at the visitors request in-person, over the phone, by email, or by the method suitable to meet the visitors' needs taking into account the methods available at the various Visitors Centers. Information and referrals provided under the terms of this agreement from the Wheeler Opera House and the Guest Services Pavilion locations shall be provided without consideration of the ACRA membership status of the businesses to which such referrals are made. Such information and referrals shall be based solely upon the interests of the individuals or groups requesting the information and referrals. D. Visitors Centers shall generally be a clearing house for all such Aspen information. The ACRA will process the fulfillment of community tourist information requests in a timely fashion to maximize impact on the potential customer. The ACRA shall work with reservation agents to facilitate lodging reservations for rental properties in the Aspen area. The ACRA, when working on behalf of the City of Aspen in the Aspen Visitor centers, hereby expressly agrees that it shall make every effort to book lodging properties inside the City of Aspen prior to making bookings outside the City of Aspen provided that such a reservation would satisfy customer requirements and such a property is available. ACRA shall provide visitor center services to all Aspen businesses license holders in a non-discriminatory fashion. No discrimination because of race, color, creed, sex, marital status, affectional or sexual orientation, family responsibility, national origin, ancestry, handicap, or religion shall be made in the performance of services under this Agreement. The ACRA agrees to meet all requirements of the applicable CITY, state, and federal laws respecting discrimination. The ACRA shall produce special events for the benefit of the community and to draw increased visitor attraction. To that end: The ACRA will be the executive producer of Wintersk61 and the Old Fashioned 4th of July. As appropriate, the ACRA will work with other producers to bring national events to the City of Aspen. The ACRA will provide the City of Aspen with an annual chamber special event calendar by December 31 st of the preceding year. Additional special events maybe added as mutually agreed by the City of Aspen and ACRA. II. PAYMENTS: In consideration for the foregoing services, the City shall pay to ACRA the amount of Two hundred twenty five thousand dollars ($225,000.00) per year, payable by February 15th of each year. Such payment shall be increased annually to account for inflation, by a pementage that is consistent with the percentage by which appropriations to City of Aspen General Fund departments are increased through the annual budget development process. The ACRA shall use the amount paid by the City of Aspen to provide minimum levels of funding for the following events and services: A. Special Events, including Winterskol, Food and Wine, and the Old Fashioned 4th of July: $62,500.00 B. Staffing and Operation of the Visitors Centers: $162,500.00 Nothing herein shall prohibit the ACRA from soliciting additional funding for such events and services, or from appropriating funds paid under this Agreement to other events and services provided that the ACRA maintains minimum funding as set forth in this paragraph. III. ADMiNISTRATIVE CONTROL OF FUNDS: The ACRA shall keep or cause to be kept tree, accurate and complete accounting records of all business and financial transactions relating to the aforementioned functions and shall make such records available to the CITY upon reasonable request therefor, and without expense. The ACRA agrees that the CITY shall have the right through its duly authorized employees, agents or representatives, to examine all pertinent records at any and all reasonable times upon reasonable notice for the purpose of determining compliance with the terms of this Agreement. IV. TERM: This Agreement shall become effective on January 1, 2006, and shall terminate on December 31,2011, unless terminated earlier in accordance with paragraph XI. V. PERSONNEL: The ACRA shall be responsible for hiring fully qualified personnel and for properly training such personnel to perform the services related to this Agreement. VI. INDEPENDENT CONTRACTOR: The ACRA is an independent contractor, and nothing contained in this Agreement shall constitute or designate the ACRA or any of its employees as agents (except as expressly set forth in this Agreement) or employees of the CITY. Further, it is agreed that: A. The CITY of Aspen does not require the ACRA to work exclusively for it; The CITY of Aspen, for whom the services are to be performed, does not establish a quality standard for the ACRA; The CITY of Aspen does not provide training for the ACRA's employees or workers; The CITY of Aspen shall not establish the standards or policies by which the ACRA administers services to its members; The CITY of Aspen does not provide tools or benefits to complete the Contract although materials and equipment may be supplied; or as mutually agreed by both parties. VII. RESPONSIBILITY FOR THE FACILITIES: The CITY shall be responsible for purchasing, building, and/or erecting the Pavilion so that it is adequate to provide the services set forth in this Agreement and to meet visitor expectations. The CITY agrees to consult with ACRA regarding the functional aspects of the design of the facilities. The CITY shall responsible for maintaining the facilities at the Wheeler and the Guest Services Pavilion in good repair. ACRA shall be responsible for paying electricity at the Guest Services Pavilion. All other expenses to maintain and improve the facilities at the Wheeler and the Guest Services Pavilion shall be borne by the CITY, except for maintenance necessitated by the negligent acts of the ACRA or its agents. During the term of this Agreement, maintenance responsibilities for the Rio Grande space shall be as specified in the Lease Agreement between ACRA and the CITY, dated June 13, 2005, and subsequent lease agreements mutually approved by the CITY and the ACRA regardless of whether such lease has expired. The CITY will provide signage as appropriate on main thoroughfares to direct visitors to the facilities. VIII. INSURANCE: The ACRA shall obtain and maintain in force for the term of this Agreement the following insurance: Comprehensive general liability insurance policy, including liability, with limits of not less than one million dollars ($1,000,000.00) per occurrence and not less than two million ($2,000,000.00) general aggregate for bodily injury or death of any person or persons or damage to property. All such policies shall contain a provision that the same may not be canceled or materially changed or altered without first giving thirty (30) days prior written notice to the CITY. Worker's Compensation and employer liability in accordance with the Worker's Compensation Act of the State of Colorado for employees doing work in Colorado in accordance with this Agreement. IX. RIGHTS RESERVED TO ACRA: Nothing herein shall restrict ACRA from providing services to its members consistent with its mission and established policies. The ACRA shall have final decision-making authority regarding staffing, scheduling, display of materials, and collaboration with ambassadors of other organizations. Such authority shall include the authority to make reasonable and temporary modifications to the schedule set forth in section I(B) herein. X. NO WAIVER: No waiver of any of the provisions of this Agreement shall be deemed to constitute a waiver of any other provision of this Agreement, nor shall such waiver constitute a continuing waiver unless otherwise expressly provided, nor shall the waiver of any default of the terms of this Agreement be deemed a waiver of any subsequent default. XI. TERMiNATION: This Agreement may be terminated by either party with 90 days notice, for lack of appropriation of funds by the CITY or for any other reason. Any such termination shall be effected by delivery to the other party of a written notice specifying the date upon which termination becomes effective. In the event of termination, the ACRA shall be paid on a pro-rated basis, with the annual payment prorated to the date of the termination becomes effective. XII. JURISDICTION, VENUE AND ATTORNEYS FEES: The Jurisdiction and venue of any suit or cause of action under this Agreement shall lie in Pitkin County, Colorado. If it becomes necessary to bring any cause of action to enforce the terms of this Agreement, the prevailing party shall be awarded its legal costs including reasonable attorney fees. XIII. NOTICES: Any notices related to this Agreement shall be deemed given if mailed to the respective parties at the addresses below: Steve Barwick City Manager, City of Aspen 130 South Galena Street Aspen, CO 81611 970-920-5205 Debbie Braun President and CEO of ACRA 425 Rio Grande Place Aspen, CO 81611 970-925-1940 XIV. COMPLIANCE WITH LAW: The ACRA shall not perform any of the services provided specified in this Agreement contrary to any local, state, or federal law. XV. SEVERABILITY: Should any section of this Agreement be found to be invalid, all other sections shall remain in full force and effect as though severable from the part invalidated. XVI. INTENTION OF THE PARTIES: This Agreement contains the entire intention of the parties and may only be changed by a written document signed by the parties hereto. 1N WITNESS WHEREOF, the parties hereto have caused this Agreement to be made the day and year first above written. CITY OF ASPEN, a Colorado municipal corporation ASPEN CHAMBER RESORT ASSOCIATION, a Colorado not-for-profit corporation City Manager President Attest: ' City Clefts/