HomeMy WebLinkAboutresolution.council.078-06
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RESOLUTION NO. 78
Series of2006
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO,
APPROVING A MANAGEMENT AGREEMENT BETWEEN THE CITY OF ASPEN
AND THE RED BRICK CENTER FOR THE ARTS, AND AUTHORIZING THE
MAYOR OR CITY MANAGER TO EXECUTE SAID AGREEMENT ON BEHALF OF
THE CITY OF ASPEN, COLORADO.
WHEREAS, there has been submitted to the City Council a Management
Agreement between the City of Aspen and the Red Brick Center for the Arts, a true and
accurate copy of which is attached hereto as Exhibit A;
NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY
OF ASPEN, COLORADO:
That the City Council of the City of Aspen hereby approves that Management
Agreement between the City of Aspen and the Red Brick Center for the Arts, a copy of
which is annexed hereto and incorporated herein, and does hereby authorize the Mayor or
City Manager 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 25th day of September 2006.
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 on the day hereinabove stated.
I.
MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT is made and entered into by and between
the City of Aspen, Colorado, a municipal corporation ("City"), and the Red Brick Center
for the Arts, a Colorado nonprofit corporation ("Red Brick Center"), and executed on the
date( s) as specified below.
WIT N E SSE T H:
WHEREAS, the City is to purchase and secure title to that building and property
commonly known as the Red Brick Arts and Recreation Center, and more particularly
described in Exhibit A attached hereto artd fully incorporated herein by this reference;
and
WHEREAS, the building and property are to be purchased by the City to afford a
long-term home for arts and other non-profit groups and for other community uses; and
WHEREAS, the City's intention and desire is to allow the Red Brick Arts and
Recreation Center to be used, operated, maintained, managed and supported as much as
possible by community groups and citizens as a community center and not simply as
another governmental service center; and
WHEREAS, the Red Brick Center is a volunteer, citizen-based non-profit
organization familiar with the needs and desires of the arts and nonprofit community; and
WHEREAS, the Red Brick Center desires to participate with the City and
community in the operation and management of the Red Brick Arts and Recreation
Center in accordance with the terms and conditions as set forth below; and
WHEREAS, the City and the Red Brick Center are authorized and willing to enter
into this agreement for the purposes as described herein.
NOW, THEREFORE, in consideration of the mutual promises herein contained,
the City and the Red Brick Center agree as follows:
1. MANAGEMENT SERVICES
The City hereby retains the Red Brick Center to provide all management services
necessary to operate and maintain the Red Brick Arts and Recreation Center and
property, exclusive of those portions of the building occupied, used and maintained
by the City for recreational purposes (the "Property"), in an efficient and cost-
effective manner (See Exhibit B). Management services as provided by the Red
Brick Center shall include the following:
1. The Red Brick Center shall use its best efforts to rent space within the Red
Brick Arts and Recreation Center ("Building"), exclusive of those portions of the
Building to be occupied and maintained by City, to qualified tenants on terms
satisfactory to the City with the goal of maintaining a one-hundred percent (100%)
occupancy rate at all times. Pursuant thereto, the Red Brick Center shall negotiate
and execute on behalf of the City all leases and tenancies, including extensions and
renewals. The Red Brick Center shall utilize form leases approved by the City for all
tenant leases. Attached hereto and fully incorporated herein as Exhibit C is an
addendum listing tenant qualification and rental conditions to be utilized in tenant
selection and rental agreements. The Red Brick Center shall not enter into any lease
with any tenant for a lease of term ofless than one (1) year or more than five (5)
years without the written consent of the City.
2. The Red Brick Center shall be solely responsible for the operational
management and maintenance of the Property. The Red Brick Center shall use its
best efforts to insure that the Building and surrounding premises are maintained in an
attractive and safe condition and in good repair. "Maintenance" shall mean to include
the provision of utility services to the Building (i.e., heat, water, electricity, sewer,
and gas), cleaning, painting, grass cutting, landscaping, snow removal from
accessways, parking areas and outdoor walkways, non-structural repairs, including
repairs to lighting, heating, plumbing, electrical and ventilation facilities, refuse
disposal, window and door replacement, the purchase of supplies and materials
necessary thereto, and other work reasonably related to mitigate the wear and tear and
aging of the Property. The Red Brick Center shall not be responsible for structural
repairs and capital improvements. Such repairs and improvements shall be made in
accordance with Section II herein. Red Brick Center shall be responsible for
promptly and courteously responding to all citizen complaints relating to the Red
Brick Arts and Recreation Center and reporting to the City as to the disposition of
each complaint.
3. The Red Brick Center shall use its best efforts to promptly collect all rents,
deposits and other income derived from the rental of space in the Building, and
execute and serve such notices and demands as necessary to collect delinquent rents
or secure compliance with rental terms from tenants. Pursuant to these duties, the
Red Brick Center shall be authorized to the extent permitted by law, ant its cost, to
undertake, compromise or terminate such legal actions in the name of the City as it
may deem necessary to collect delinquent rents, deposits, or costs, recover possession
of any rented premises, or secure compliance with rental terms from non-complying
tenants. No other form of legal action may be instituted, compromised, or terminated
by the Red Brick Center on behalf of the City without the prior written consent of the
City as obtained through the office ofthe City Attorney. Any and all attorney's fees
or costs awarded to the City as part of any judgment of court order against a tenant
shall be the property of the Red Brick Center.
II. STRUCTURAL REPAIRS AND CAPITAL IMPROVEMENTS
The City and Red Brick Center jointly acknowledge that the Building will have
undergone, at the City's cost, significant and extraordinary structural repairs and capital
improvements immediately prior to he Red Brick Center's assumption of its management
duties as provided for under this agreement. In the event additional or future structural
repairs and/or capital improvements to the Building or premises are required as
determined by the City and upon the advice of the Red Brick Center, involving such
matters as the roof, exterior walls, interior bearing walls, the building foundation, the
plumbing, water, sewer, electrical, hearing and/or ventilation systems, including
replacement of fixtures and equipment, then the City shall be responsible therefore
utilizing such monies as have been set aside for such repairs and/or improvements in the
capital reserve fund as provided for below. In the event of insufficient capital reserves,
the City may, in its sole and exclusive discretion, utilize other funds within its control to
undertake such necessary repairs and/or improvements, so long as such expenditures are
reimbursed to the City in a reasonably timely fashion from income derived from the
rental or other income-producing use of the Property. Prior to the City exercising its
discretion to utilize other funds for capital improvements, the City shall take into
consideration efforts undertaken by the Red Brick Center to raise funds for capital
improvements from fund raising and/or grants undertaken by the Red Brick Center.
Should a disagreement arise between the parties concerning the necessity of any
structural repair or capital improvement, the City shall have ultimate decision-making
authority with regard to same.
III. AMERICANS WITH DISABILITIES ACT OF 1990
Notwithstanding any other provision as contained within this agreement, the
parties acknowledge and agree that the City shall be solely responsible to undertake any
necessary modifications or improvements to the Building or Property as may be required
at any time in the future by reason of the Americans With Disabilities Act of 1990
("Act"). Moreover, the parties agree that the Red Brick Center shall not be responsible
for indemnifying the City for any actions, civil or otherwise, arising from the use of the
Building or Property and brought to enforce compliance by the City with the provisions
of the Act. Should the City determine or be required to undertake modifications to the
Building and/or Property by reason of the Act, then the City may draw upon the capital
reserve fund as established under the terms ofthis agreement to pay for the cost of such
modification.
IV. BUILDING INCOME DISBURSEMENT
A. DEBT SERVICE AND OPERATIONS/MAINTENANCE RESERVE PAYMENT
Rents, fees, and all other income derived from the rental and/or use ofthe
Building and Property shall be collected by and paid to the Red Brick Center. From such
revenues the Red Brick Center shall pay to the City an annual sum of $84,000 through
2008 and $84,714 through 2015 to help defray the original purchase price ofthe Building
and original and subsequent improvements. Such amount shall be paid in monthly
installments of $7,000.00 and $7,059.50, due on or before the 1 st day of the month next
following collection. Failure of the Red Brick Center to timely and fully pay this annual
sum shall constitute a material breach of the agreement.
B. OPERATING EXPENSES AND MAINTENANCE
After payment to the City ofthe amount as specified in Paragraph A above, the
Red Brick Center shall utilize Building revenues and income to defray normal regular
operating expenses and maintenance, including utility costs, as more particularly
described in Section I (2) above.
C. MANAGEMENT FEES
The Red Brick Center, after the payment of the amounts as specified in
Paragraphs A and B above, shall be entitled to collect and retain from revenues a monthly
management fee in the amount of fifteen percent (15%) of total building revenues as
compensation for its management services as described herein. In addition to the
management fee set forth above, the Red Brick Center shall be authorized to occupy 225
square feet of space in the property rent-free.
D. CAPITALRESERVEFUND
After the disbursements as specified in Paragraphs A, B and C above, the Red
Brick Center shall pay any and all remaining collected revenues into a capital reserve
fund. Such reserve fund shall be in the name of the City and shall be applied as
necessary to defray the costs of capital repairs and/or improvements as described in
Sections II and III above over the life of the property.
V. RECORDS AND REPORTS
The Red Brick Center shall keep up-to-date books and records that reflect all
revenues and all expenditures incurred in connection with the management and operation
of the Property. The books, accounts, and records shall be maintained at the principal
place of business of the Red Brick Center. The Red Brick Center shall, during regular
business hours, make the books, accounts, and records required to be maintained
hereunder available to the City, or other representatives of the City, for examination and
audit by appointment on no less than one day's notice.
The Red Brick Center shall furnish to the City, no later than the end of the next
succeeding month, a detailed statement of all revenues and expenditures for each
preceding month, which shall reflect rents and other income received and expenses
incurred. All invoices, statements, purchase orders, and billings received or paid during
such preceding month, as well as such other information relating to the operation or
management of the property as the City deems pertinent will be made available for City
review at any time.
The Red Brick Center shall submit an annual written report to the City on or
before Novembe~ I of each year. Such report shall accurately reflect all revenues and
expenses associated with the operation and maintenance of the Property during the
preceding year. Simultaneously, the Red Brick Center shall submit a budget and
operating plan for he Property for the forthcoming year, including plans for any capital
expenditures or improvements.
Upon the expiration or other termination ofthis agreement, the Red brick Center
shall prepare a final written report of all revenues and expenditures associated with the
operation of the Property within sixty (60) days and deliver same to the City along with
all books, ledgers, document and other records pertaining thereto.
VI. BANK ACCOUNTS
A. OPERATIONS TRUST ACCOUNT
The Red Brick Center shall deposit all revenues from the Property into a general
property management trust fund with the Red Brick Center as trustee. The trust account
shall be maintained at all times in a national or state bank that is a member of the Federal
Deposit Insurance Corporation. The Red Brick Center shall not commingle any of the
revenues or other income derived form the operations ofthe Property with any funds or
other property ofthe Red Brick Center. The Red Brick Center shall pay all operation and
management expenses and other costs with respect to the Property from the trust account.
B. TENANT SECURITY DEPOSIT TRUST ACCOUNT
Funds collected by the Red Brick Center as security and/or damage deposits from
tenants shall be deposited in a separate trust account maintained in a national or state
bank that is a member of the Federal Deposit Insurance Corporation. No other funds
shall be deposited or commingled with the rental security or damage deposit funds. Any
interest earned on funds held in the tenant security deposit trust account shall be
deposited in the operations trust account described above. The tenant security deposit
trust account fund shall be utilized for no purpose other than to hold and reimburse tenant
security and/or damage deposits in accordance with C.R.S. Section 38-12-101, et. seq.
VII. EMPLOYEES
Red Brick Center shall employ, discharge and supervise all persons and
contractors as required for the efficient operation and maintenance of the Property. Such
persons shall not be construed as employees or contractors of the City when employed or
hired by the Red Brick Center. Red Brick Center shall be solely responsible to pay all
wages, fees and costs associated therewith. The Red Brick Center shall exercise
reasonable care in the hiring of all employees and contractors.
VIII. BONDING
All employees or agents of the Red Brick Center that handle or are responsible for
monies, income or other revenue arising from or associated with the operation of the
Property shall be bonded by a fidelity as approved by the City.
IX. INDEMNIFICATION AND INSURANCE
The Red Brick Center agrees to indemnify, defend and hold harmless City, its
employees, officers and agents from and against any and all claims or suits for property
loss or damage and/or personal injury or loss, including death, to any and all persons,
whether real or asserted, arising out of or in connection with the maintenance, leasing,
use or occupancy ofthe Property. The Red Brick Center shall, likewise, indemnify City
for all injury or damage to the Property or equipment arising from the use, occupancy or
maintenance of same, whether caused by the Red Brick Center, its employees, agents, or
invitees, or other third persons, including tenants. Nothing herein, shall be construed to
impose liability or responsibility upon the Red Brick Center for the negligent or
intentional acts or omissions of the City or its employees.
During the full term of this lease, Red Brick Center, at its sole cost and expense,
shall also cause all the Property and improvements on the Property to be kept insured,
without co-insurance clauses, to the full insurable value against the perils of wind storm,
hail, lightning, explosion, fire and like perils. "Full insurance value" means the cost, as
of the date of loss, for replacement of the damaged or destroyed property in a new
condition with materials oflike size, kind and quality. The insurance shall stand as
primary insurance for the Property and be procured from a company authorized to do
business in the State of Colorado and be satisfactory to the City. All policies as required
herein shall contain a waiver of subrogation by the insurer against City.
If, absent negligence or fault on the part ofthe Red Brick Center, the Property
shall be damaged by fire or other catastrophe so as to render said premises wholly
untenantable, and if such damage is so great that a competent licensed architect in good
standing in Pitkin County, Colorado, as selected by the City within thirty (30) days from
the date ofloss, shall certifY in writing to the City and the Red Brick Center that the
Property, with reasonable diligence, cannot be made fit for occupancy within ninety (90)
days from the happening of the occurrence ofthe damage, then this agreement may
terminate and City may re-enter the Property and take possession. The Red Brick Center
shall subordinate its rights and interests in any insurance proceeds as provided for in any
insurance policy as required by this agreement. If, however, the damage is not such as to
prevent reoccupation and use of the Property within ninety (90) days, then repairs thereto
shall be undertaken by City with all reasonable speed to restore the Property to its former
condition and the agreement shall remain in effect. The Red Brick Center's right to
receive a management fee, during those time periods wherein the Property is unfit for
normal business activities due to fire or other catastrophe, and/or repair activities
associated therewith.
The Red Brick Center shall name City as so-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.
X. USES OF THE PROPERTY
The Property shall be used for art, non-profit and other community uses and
tenants of the Property shall be selected accordingly consistent with those eligibility
criteria as set forth in Exhibit C attached hereto. No use or activity not authorized as
provided for in this agreement shall be permitted on the Property. The Red Brick Center
shall, furthermore, not allow any use or activity which may be prohibited by any
insurance policy/coverage applicable to the Property. Red Brick Center shall also not
permit the erection or display of any sign(s) or other advertising device without first
having secured written permission therefore form the City Manager. Finally, the Red
Brick Center agrees to comply with all laws ordinances, rules and regulations that may
pertain or apply to the Property and its use. In performing under the agreement, Red
Brick Center shall not discriminate against any worker, employee or job applicant, or any
member ofthe 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.
XL DEFAULT AND TERMINATION OF AGREEMENT
If the Red Brick Center shall fail to timely comply with any of the terms or
conditions of this agreement or any notice given under it, or shall fail to obtain and
maintain the rental of more than 50% of the leasable space of the Building for a period of
time in excess of ninety (90) days (excluding time periods for repair), or should the Red
Brick Center become insolvent, or shall have or attempt to make an assignment for the
benefit of creditors, or if any of its property shall be attached and such attachment is not
property released, or if execution be issued against it, or if a petition be filed by or against
it to have it adjudicated a bankrupt, or if a trustee or receiver shall be created or appointed
to take charge of its assets, or should the Red Brick Center fail to enforce the terms and
conditions of tenant leases for space in the Building, the City may at any time afterwards
treat such act or omission as a breach of this agreement, enter onto the Property and
assume full operational management thereof to the exclusion of the Red Brick Center.
Any breach, default or failure by the Red Brick Center to perform any of the
duties or obligations assumed by it 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 Red
Brick Center thirty (30) days prior written notice of its intention to terminate this
agreement, including in the notice a reasonable description of the breach, default or
failure. If within that thirty (30) days the Red Brick Center 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 ofthe Red Brick Center as provided through the agreement shall cease, and the
Red Brick Center shall immediately vacate the entire Property 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 the Red Brick Center
by the posting of same upon the main business entrance to the Property or at the time it is
deposited in the U.S. Mail, certified postage prepaid, addressed to Executive Director,
Red Brick Center for the Arts, , Aspen, Colorado 81611, or such other
address as previously designated in writing by the Red Brick Center.
Any failure by City to so terminate this agreement as herein provided after the
breach, default or failure by Red Brick Center to adhere to the terms of the agreement
shall not be deemed or construed to be a waiver or continuing waiver by City of any
rights to terminate the agreement for any present or subsequent breach, default or failure.
XII. CONDEMNATION
If during the term of this agreement, or any renewal of it, the whole or past of the
Property, or such portion as will make the Property unusable, be condemned by public
authority, including City, for public use, then this agreement shall cease as of the date of
the vesting of title in the Property in such condemning authority, or when possession is
given to such authority, whichever event occurs first. The Red Brick center shall not be
entitled to any part of any condemnation award for the value of the unexpired term of this
agreement or for any other estate or interest in the Property, such amount belonging
entirely to City.
XIII. OPTIONAL IMPROVEMENTS AND ALTERATIONS
The Red Brick Center, upon city's written consent, may, at its own expense and
utilizing its own funds, make reasonable and necessary alterations or improvements to the
Property. All alterations, additions and improvements shall be performed in a
workmanlike manner, in accordance with all applicable building and safety codes, and
shall not weaken or impair the structural strength or lessen the value of the premises. All
alterations, additions and improvements made in or to the Property shall be the property
of City and remain and be surrendered with the Property upon termination of this
agreement. The Red Brick Center agrees that prior to any construction or installation of
alterations, additions or improvements, Red Brick Center shall post on the Property, 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 City and shall notify City of such posting and the exact
location of same. Perfection of a mechanic's lien against the Property as a result of the
Red Brick Center's acts or omissions may be treated by City as a material breach of this
agreement.
City also 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 Property as City deems necessary or desirable. City shall provide
reasonable notice to the Red Brick center 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
the operation of the Property.
XIV. TERM OF AGREEMENT
The term of this agreement shall commence on January 1,2006, and shall
terminate on August 31, 2015. It is anticipated by the parties that two (2) months before
the expiration date of this agreement the parties shall confer to determine (I) the
appropriateness ofrenewing this agreement for a new term, (2) amending the agreement,
(3) entering into an entirely new agreement, or (4) terminating the relationship between
the parties. If the parties are unable to decide upon an appropriate course of action at tne
end of the term ofthis agreement, then this agreement shall continue on a month-to-
month basis until a new term and/or agreement has been established. The City shall
maintain the option and unqualified right to terminate the services ofthe Red Brick
Center and this agreement upon the expiration of the terms and/or after any month-to-
month term as provided for hereinabove
XV. N/A
XVI. PARKING MITIGATION
The Red Brick Center agrees to monitor and control the parking on-site based on
the following requirements:
a. No free parking shall be provided on-site on tenants.
b. Tenants shall have the option ofleasing two (2) on-site parking spaces,
cost to be determined by Red Brick Center and required to be more than
the daily cost at the parking garage.
c. Red Brick Center shall designate free spaces for qualified carpools.
d. All on-site spaces not leased to tenants or assigned to carpools shall be
signed with the 2-hour limited for Red Brick Center for the Arts visitors.
e. Brick Center shall be responsible for enforcing all of the parking issues
above.
XVIII. MISCELLANEOUS
A. PERSONAL LIABILITY
The City acknowledges and agrees that the individuals comprising the Board of
Trustees for the Red Brick Center shall not be responsible in their personal and individual
capacities for the performance of the terms and conditions as set forth in this agreement
and shall, likewise, not be personally liable for the collection or payment of funds as
provided for, except that nothing herein shall e construed to relieve individual Board .
Members from acts or omissions of a willful, malicious or illegal nature. The parties
further agree that his provision shall act as an absolute bar and defense to the
commencement of any action or claim against Board Members in their personal and
individual capacities by the City, except where such action or claim involves verified
allegations of willful, malicious or illegal conduct. Any attempt by the City to assert a
claim against one ore more of the Board Members in their individual or personal
capacities, and which does not involve verified allegations of willful, malicious and/or
illegal conduct, shall cause the City to pay reasonable attorney's fees and costs incurred
by those against whom such a claim is asserted.
B. NOTICES
All notices, certificates or other communications hereunder shall be sufficiently
given and shall be deemed given when delivered or mailed by certified mail, postage
prepaid, addressed as follows:
Executive Director
Red Brick Center for the Arts
Aspen, CO 81611
With a copy to: Legal Counsel
If to City:
City of Aspen, Colorado
130 South Galena Street
Aspen, CO 81611
Attention: City Manager
With a copy to:
City Attorney
130 South Galena
Aspen, CO 81611
C. SEVERABILITY
In the event any provision of this agreement shall be held invalid or unenforceable
by any court of competent jurisdiction, such holding shall not invalidate or render
unenforceable any other provision hereof.
D. AMENDMENTS
The terms of this agreement shall not be waived, altered, modified, supplemented
or amended in any manner whatsoever except by written instrument signed by the City
and the Red Brick Center.
E. EXECUTION IN COUNTERPARTS
This agreement may be executed in two counterparts, each of which shall be an
original and both of which shall constitute but one and the same instrument.
F. APPLICABLE LAW
This agreement shall be governed by and construed in accordance with the laws
of the State of Colorado and any action arising therefrom shall be maintained in the
County or District Court in and for Pitkin County.
G. CAPTIONS
The captions or headings in this agreement are for convenience of reference only
and in no way define, limit or describe the scope or intent of any provision or sections of
this agreement.
H. WAIVER
The failure of the city to take action with respect to any breach of any term,
covenant, or condition herein contained shall not be deemed to be a waiver of such term,
covenant, or condition, or subsequent breach of the same, or any other term, covenant, or
condition.
1. ENTIRE AGREEMENT
This agreement constitutes the entire agreement between the City and the Red
Brick Center. No waiver, consent, modification or change of terms of this agreement
shall bind either party unless in writing signed by both parties, and then such waiver,
consent, modification or change shall be effective only in the specific instance and for the
specific purpose given. There are no understandings, agreements, representations or
warranties, express or implied, not specified herein regarding this agreement or the
Property.
J. ADDITIONAL DOCUMENTS
The parties further agree to execute and deliver such additional documents and
agreements as necessary to carry out the intent of this agreement.
K. NO THIRD PARTY BENEFICIARIES
This agreement is not intended to create any right in or for the public, or any
member of the public, including any subcontractor supplier, or any other third party, or to
authorize anyone not a party to this agreement to maintain a suit to enforce or take
advantage of its terms.
L. ATTORNEY'S FEES
If any action at law or in equity shall be brought to recover any payment under
this agreement, or for or on account of any breach of, or to enforce or interpret any of the
covenants, terms, or conditions of this agreement, the prevailing party shall be entitled to
recover from the other party reasonable attorney's fees, the amount of which shall be
fixed by the court and shall be made a part of any judgment or decree rendered.
M. NO REMEDY EXCLUSIVE
No remedy herein conferred upon or reserved to the City is intended to be
exclusive and every such remedy shall be cumulative and in addition to every other
remedy given under this agreement or existing at law or in equity. No delay or omission
hereunder shall impair any such right or power or shall be construed to be a waiver
thereof, but any such right and power may be exercised form time to time and as often as
may be deemed expedient.
N. RED BRICK CENTER FOR THE ARTS AS NON-PROFIT
The Red Brick Center hereby represents that it is a not-for-profit organization
incorporated under the laws of the State of Colorado, that it is operated exclusively for
charitable purposes as those terms are defined by Article X, Section 5 of the Colorado
Constitution, and that it has received tax exempt status from the Internal Revenue Service
pursuant to Section 50l(c)(3) of the IRS Code. Any change or attempt to change the
non-profit status of the Red Brick Center shall be reported in writing to the City
immediately.
By:
ATTEST:
WITNESS:
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EXHIBIT C.
CITY AND ARTS COUNCIL MANAGEMENT AGREEMENT
TENANT SELECTION CRITERIA
Tenants will be selected by the Aspen Snowmass Council for the Arts pursuant to the following
standards and considerations. In order to provide the Council with the flexibility needed to
evaluate and coordinate diverse prospective tenants, tenants' needs and available space, a
subjective, non - formula, approach will be used. There will be no bias in favor of members of
the Council.
Tier 1 - Requirements
In order to be eligible for consideration as a tenant, the .following absolute requirements must
be met.
1. The tenant must be an arts or recreation related not - for - profit organization, or an
artist (allowed within certain bond related limitations). Other "community uses"
can be accommodated consistent with the language of the bonds and election, but
arts, artists and recreation will be given priority. "Not for Profit" as used above
means a duly constituted 501(c)(3) corporation having received and maintained
such designation from the Internal Revenue Service.
41110 2. The prospective tenant must demonstrate ability to pay rent and meet other related
financial obligations pursuant to the lease. Financial statements, tax returns and
landlord references will be analyzed.
3. The prospective tenant must be willing to sign the standard lease.
4. All activities to be conducted on the premises by the prospective tenant must be
consistent with zoning.
Tier 2 - Considerations
Those prospective tenants who meet the Tier 1 requirements will be evaluated based on factors
including, but not limited to, the following which are not listed in priority order: •
1. Compatibility with other users,
2. Traffic generation (pedestrian, vehicle),
3. Noise, odor, light, energy impacts,
4. Education orientation,
5. Creative vs. administrative activities,
6. Tenant improvements to be made,
7. Involvement in community,
8. Input from existing tenants,
�. 9. Plans to manage, handle and dispose of any hazardous materials used,
10. Neighborhood impacts and plans to mitigate,
11. Impact on open space.
James Lindt, 01:20 PM 09/02/2003, Re: legal description Page 1 of 1
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Date: Tue, 02 Sep 2003 13:20:53 -0600
To: Tim Anderson<tima @ci.aspen.co.us> �9
From: James Lindt<jamesl @ci.aspen.co.us>
Subject: Re: legal description
Tim,
The legal description is as follows:
Lots A-I, and K-S, including the alley of Block 64; and Lots E,F, and G, and parts of Lots A, B, and C,
of Block 71, of the City and Townsite of Aspen.
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P. E ® Q R VC C K Community Arts and Recreation Center
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