HomeMy WebLinkAboutresolution.council.038-18 RESOLUTION #38
(Series of 2018)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN,
COLORADO, APPROVING A LEASE AGREEMENT BETWEEN THE CITY OF
ASPEN AND ELK MOUNTAIN HOSPITALITY, LLC., AND AUTHORIZING
THE CITY MANAGER TO EXECUTE A FINAL LEASE AGREEMENT ON
BEHALF OF THE CITY OF ASPEN, COLORADO.
WHEREAS, there has been submitted to the City Council a Lease
Agreement between the City of Aspen and Elk Mountain Hospitality LLC
regarding the lease in the Wheeler Opera House of the premises now known as
Wheeler Restaurant Space, a draft copy of which is attached hereto as Exhibit
«A»
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF ASPEN, COLORADO,
That the City Council of the City of Aspen hereby approves the entry
into a Lease Agreement between the City of Aspen and Elk Mountain
Hospitality LLC regarding the lease in the Wheeler Opera House of the
premises now known as Wheeler Restaurant Space, a draft copy of which is
attached hereto and incorporated herein, and does hereby authorize the City
Manager of the City of Aspen to execute a final lease agreement on behalf of the
City of Aspen in substantially the form attached hereto, subject to the approval of
the City Manager and the City Attorney.
INTRODUCED, READ AND ADOPTED by the City Council of the City of
Aspen on the 26th day of February, 2018.
Stev Skadr'on, Iayor
I, Linda Manning, duly appointed and acting City Cerk 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 February 26, 2018.
aim
`inda Manning, City Clerk
Wheeler Restaurant Space Lease
LEASE AGREEMENT
WHEELER OPERA HOUSE
RESTAURANT
THIS LEASE AGREEMENT is made and entered into this5 day ofllrek 2018 by
and between the City of Aspen, 130 South Galena Street, Aspen, Colorado 81611 ("Landlord")
and Elk Mountain Hospitality„L-L-E, 371 Market Street, Basalt, Colorado 81621 ("Tenant").
'WITNESSETH:
WHEREAS, Landlord is the owner of the real property and all of the improvements
thereon, known as the Wheeler Opera House, 328 East Hyman Avenue, Aspen, Colorado 81611;
and,
WHEREAS,the parties hereto desire to enter into a Lease Agreement for a certain portion
of the Wheeler Opera House as more fully described herein.
NOW, THEREFORE, for and in consideration of the payments to be made hereunder, and
in further consideration of the terms,conditions, covenants and mutual promises contained herein,
the parties hereto agree as follows:
1. Lease of Premises. Landlord does hereby rent to Tenant the following described
premises ("Leased Premises") subject to the covenants and conditions hereinafter contained, to
wit:
That portion of the first floor of the Wheeler Opera House currently
occupied by the Fiercely Local LLC d/b/a Justice Snow consisting of 2618
net leasable square feet in the Wheeler Opera House, all as more fully
described and depicted in the attached Exhibit A. In addition, the Leased
Premises shall include the Additional Leased Premises described in
paragraph 44, below
for the term, at the rents, and upon the conditions and covenants hereinafter set forth. Taking
possession of the Leased Premises by Tenant shall constitute acknowledgment that such premises
are in good condition and neither the Tenant nor Landlord shall be required to make any alterations
thereto, except as set forth herein, unless agreed to in advance and in writing by Landlord.
2. Term. Unless sooner terminated, as provided herein, the initial term of this Lease
Agreement shall be for a period of five (5) years (the "Initial Term"). The Initial Term shall
commence at 12:00 noon on May 1, 2018, and shall expire at 12:00 noon on April 30, 2023.
(Should the Leased Premises be fully ready and allow operations to fully commence prior to May
1, 2018, a rider may be agreed to by the parties hereto and rider attached to this Lease Agreement
for a separate mutually agreeable financial arrangement prior to commencement of the Initial Term
of this Lease Agreement.) The lease shall be renewable, with one hundred twenty days written
notice, at the Tenant's option, for an additional five (5)years so long as the tenant is not in breach
and has not been in breach of any terms of this lease during the initial term. The lease shall be
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Wheeler Restaurant Space Lease
renewable, with one hundred twenty days written notice, at the Tenant's option, for a second five
(5)years so long as the tenant is not in breach and has not been in breach of any terms of this lease
during the initial or first renewal term. Rent shall commence May 1, 2018. A Lease Year shall be
a calendar year starting on the commencement date of the Initial Term through 12:00 noon of the
following calendar year and each calendar year thereafter. Tenant's occupancy of the Leased
Premises shall be limited by paragraph 5, below. All terms of this lease apply to the second term.
3. Rent. Tenant agrees to pay Landlord as rent for the premises a Base Rent and a Percentage
of Gross Sales as set forth herein.
a. The Base Rent for the initial Lease Year shall be $125,664
($ 48 /square foot of leasable space.) The Base Rent shall be payable in monthly
payments of $ 10,470.33_. After the initial Lease Year and every Lease Year
thereafter, including any Lease Years after the Initial Term,the Base Rent shall be adjusted
upward, based upon increases(if any)in the cost of living during the preceding Lease Year
using the"Price Index",all as more fully described in Exhibit B appended hereto and made
a part hereof.The Base Rent shall be payable in equal monthly installments due on the first
day of each calendar month during the term hereof without prior demand.
b. The Percentage of Gross Sales for each Lease Year, including Lease Years during
any renewable term, shall be 8% of Gross Sales in excess of that years Breakpoint as
defined in paragraph 3.17., below.
C. The term "Gross Sales" as used in this Lease Agreement shall mean the full amount
of the actual sales price of all food, merchandise or services sold for cash or credit in or
from the Leased Premises by the Tenant. The figure for Gross Sales shall include deposits
not refunded to customers, orders of any kind received or filled at the Leased Premises,
receipts from vending machines located upon the Leased Premises, and any other receipts
which the Tenant ordinarily would credit to its business. Each credit or installment sale
shall be treated as a sale for the full price in the month it is made, and there shall be no
deductions for uncollected accounts or bad debts. The following items, if applicable, shall
be deducted from Gross Sales:
I) refunds or customer discounts or complementary goods or services
for marketing or not-for-profit purpose included in Gross Sales;
2) returns to shippers and manufacturers;
3) sales of trade fixtures or operating equipment;
4) sums received in settlement of claims of loss or damage of
merchandise;
5) retail sales tax recorded at the time of each sale and expressly
charged to the customer;
6) co-operative advertising revenues provided by suppliers; and
7) All property and sales taxes paid by Tenant.
d. Within thirty (30) days after the end of each Lease Year, Tenant shall deliver to
Landlord a written statement signed by Tenant or by some other person acceptable to
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Wheeler Restaurant Space Lease
Landlord, setting forth the amount of Tenant's Gross Sales for the preceding Lease Year.
The accountant or other person shall certify that the Gross Sales have been computed in
accordance with the definition given herein,and the statement shall be sufficiently detailed
to show it was in fact prepared in accordance with such definition. If a Percentage Rent is
due in any Lease Year Tenant shall pay the amount of the Percentage Rent to Landlord
within ninety(90) days of delivery of the annual statement.
i) During the term of the Lease, Tenant shall keep accurate records of
all his operations. These records shall conform to generally accepted accounting
practices, and shall include records of gross sales and of receipts and deliveries of
all merchandise.Tenant shall keep all the documents relating to Tenant's operations
for at least thirty-six (36) months from the end of the Lease Year to which they
apply. If any audit is required, or Tenant and Landlord disagree about the rent,
Tenant will keep its records until the audit is completed or the disagreement is
settled.
ii) At any reasonable time, and following at least twenty-four (24)
hours notice in writing to Tenant, Landlord or Landlord's authorized representative
may audit any of Tenant's records of Gross Sales. If, when Landlord audits the
records for a Lease Year based on normal accounting procedures, it finds that the
Tenant has understated its Gross Sales for the Lease Year by one percent (I%) or
more, Tenant shall be required to pay for the audit, and shall promptly deliver to
Landlord the difference Tenant owes it, plus interest on such difference at the rate
of eighteen percent (18%) per annum from the first day of the current Lease Year
to the date such difference is paid. If such audit discloses that Tenant has
understated his Gross Sales for that Lease Year by one percent (1%) or more,
Landlord shall be permitted to treat such event as a material default hereunder. In
this matter, the report of Landlord's accountant shall be binding and conclusive.
e. In addition to the accounting to be provided to Landlord described above, Tenant
shall provide Landlord with(i)copies of the quarterly sales and withholding tax statements
it provides to the appropriate authorities, with a notation thereon by Tenant's accountants
reflecting the portion of the income reflected on those returns that is derived from Gross
Sales; and, (ii)statements prepared by Tenant's accountants reflecting the Gross Sales and
sales taxes paid by Tenant for each calendar quarter.
f The term '`Breakpoint"as used in this Lease Agreement shall mean the
Base Rent applicable to any Lease Year divided by .08
4. Eguiament. Fixtures and Finishes Provided by Landlord and Tenant.
a. The parties hereby agree that the Landlord shall deliver:
• Basic, four-walled space or equivalent for tenant's operational purpose including
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utility hookups including electrical service, panels, and rough-ins to code-required
j-boxes as currently installed and plumbing service as currently configured
including water supply lines, water heater, and sanitary drains to rough-ins
• ANSI compliant lift as currently installed
• Fire suppression system as currently installed
• Kitchen exhaust system as currently installed
• Existing Grease trap system as currently installed
• HVAC system as currently installed
• Exterior awnings as currently installed
• Mechanical Equipment to furnish heating, cooling, and ventilation to rough-ins:
ANSI compliant restrooms with basic fixtures: (1) ADA-compliant Lavatory
fixture per bathroom, (1) ADA-compliant, conventional toilet per bathroom, (1)
Urinal in Men's room, and ADA-required grab bars and Pipe-wraps and rough-ins
The coordination of finishes between the landlord and tenant is imperative.
b. The parties agree that the Tenant shall supply:
• Kitchen and bar equipment
• All interior finishes including flooring and wall treatments
• Syrup/mixer/beer runs to the bar
• POS system
• DATA, Phone, AV System
• Custom sprinkler head trims; Additional sprinkler heads and/or service upgrades
required to address current layout/design changes
• Coolers, freezers and any other chilling apparatus
• Paper towel dispensers, soap dispensers, hand-dryer units, sanitary napkin
dispensers and waste receptacles, stall partition dividers and related hardware, and
decorative lighting and all related in-wall rough-in and/or blocking
• Custom work
• Anything else necessary to operate the restaurant effectively and efficiently
5. Occupancy of the Leased Premises. Tenant shall be entitled to occupy the Leased
Premises throughout the term of the Lease Agreement; provided, however, that Tenant uses the
Leased Premises as set forth in Paragraph 6 below,and all other terms and conditions of this Lease
Agreement. The Tenant and Landlord and Wheeler staff agree to meet once every quarter to
discuss Tenant's performance and any other issues relating to the terms and conditions of this
Lease Agreement.
6. Permitted Uses and Required Performance Standards. Tenant shall use and occupy
the Leased Premises for a restaurant serving alcoholic beverages, including commercial kitchen
for catering purposes, and associated storage and for no other purpose without Landlord's written
consent.
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7. Prohibited Uses. Tenant shall not use, occupy, or permit the Leased Premises
or any part thereof to be used or occupied for any unlawful or illegal business, use, or purposes
deemed by Landlord to be hazardous, nor in such manner as to constitute a nuisance of any kind,
nor for any purpose or in any way in violation of any present or future laws, rules, requirements,
orders, directions, ordinances or regulations of the United States of America, State of Colorado,
County Pitkin, City of Aspen, or other municipal, governmental, or lawful authority whatsoever.
Tenant shall not do or permit anything to be done in or about the Leased Premises or bring or keep
anything therein which will in any way increase the rate of fire insurance upon the Building
wherein the Premises are situated. Tenant shall,at its sole cost and expense, comply with any and
all requirements pertaining to the Leased Premises of any insurance company necessary for the
maintenance of reasonable fire and public liability insurance covering the Leased Premises.Tenant
shall promptly comply with all laws, ordinances, orders, and regulations affecting the Leased
Premises and the cleanliness, safety, and use of the same, including installation of additional
facilities as required for the conduct and continuance of Tenant's business on the Leased Premises.
No auction for fire or bankruptcy sales may be conducted on the Leased Premises without
Landlord's consent.
8. Service to Patrons/No Discrimination.
a. Tenant shall operate the restaurant hours, activities and coordination consistent with
Exhibit C.
b. Landlord understands that incremental inflationary menu price increases are part of the
normal course of business and will consent to menu price-adjustments during the term of this Lease
Agreement that reflect incremental inflationary prices.
c.Tenant shall not discriminate against any employee or applicant for employment because
of race, religion, color,creed,ancestry, sex, age, sexual orientation or national origin. Tenant and
Tenant's employees shall not discriminate against any person because of such person's race,
religion,color,creed,ancestry,sex,age,sexual orientation or national origin by refusing to furnish
such person any service or privilege offered to or enjoyed by the general public. Neither Tenant
nor Tenant's employees shall publicize the services provided hereunder in any manner that would
directly or inferentially reflect on the acceptability of the patrons of any person because of race,
religion, color, creed, ancestry, sex, age, sexual orientation or national origin.
9. Late Charges. The Tenant hereby acknowledges that late payment by Tenant to
Landlord of rent or other sums due hereunder will cause-Landlord to incur costs not contemplated
by this Lease, the exact amount of which shall be extremely difficult to ascertain. Such costs
include, but are not limited to, processing and accounting charges and the late charges.
Accordingly, if any bona fide.installment of rent or any other sum due from Tenant hereunder shall
not be received by Landlord or Landlord's designee on or before the twentieth (20th) day of each
calendar month that a rent payment is due,then Tenant shall pay to Landlord a late charge of five
percent (5%) on such overdue amount. The parties hereby agree that such a late charge will
represent a fair and reasonable settlement of the cost that Landlord would incur by reason of the
late payment by Tenant. Acceptance of such late charges by Landlord shall in no event constitute
a waiver of Tenant's default with respect to such overdue amount, nor prevent Landlord from
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Wheeler Restaurant Space Lease
exercising any of the other rights and remedies granted hereunder unless the entire amount due,
plus late charge, is accepted by Landlord. In addition, any sum for which the Tenant shall be
obligated to the Landlord, which is not received on the due date thereof, shall bear interest at the
rate of five percent(5%) per annum from and after the due date until paid.
10. Personal and Real Property Taxes. Tenant shall be responsible to pay all real or
personal property taxes assessed against the personal property used by Tenant and located on the
Leased Premises or upon the leasehold interest of the Tenant of the Leased Premises. Likewise,
Tenant shall be responsible for any and all sales,use, withholding and other taxes assessed against
the Leased Premises for Tenant's business operation therein.
11. Fire and Casualty Insurance. The Tenant,at its own cost and expense,shall provide
and keep in full force for the benefit of the Tenant and the City and the Landlord (as named or
additional insureds)during the term hereof or any extension or renewal period, insurance to insure
the Leased Premises against fire,'normal extended coverage perils,vandalism,malicious mischief,
and liability. Throughout the term of this Lease, the Tenant shall cant' and maintain in effect
casualty insurance covering its trade.fixtures,equipment,furnishings, leasehold improvements and
plate glass,which insurance shall protect against fire,normal extended coverage perils, vandalism,
malicious mischief,and sprinkler malfunction. Such insurance shall provide coverage to the extent
of at least one hundred percent (100%) of the insurable replacement cost of the insured property.
Both the Landlord and the Tenant waive any right of subrogation that their respective insurers may
acquire against either of them. Both of these waivers shall automatically terminate at such time as
either party's insurer requires that an additional premium be paid as a consequence of this waiver
provision.
12. Liability Insurance. The Tenant, at its own cost and expense, shall provide and
keep in full force for the benefit of the Tenant and the Landlord (as named or additional insureds)
during the term hereof or any extension or renewal period, general public liability insurance for
claims of liability arising out of, occasioned by or resulting from an accident or otherwise in or
about the Leased Premises, for Five Hundred Thousand Dollars ($500,000.00) each occurrence
with a One Million Dollar ($1,000,000.00) general aggregate combined single limit covering .
bodily injury, property damage, and personal injury. In addition, if Tenant serves, manufactures,
or distributes alcoholic beverages on the Leased Premises, Tenant shall carry liability insurance
for such activity with limits in the same amounts as stated above. The policy or policies of
insurance(or binders of insurance therefore)shall be issued by a reputable company or companies
authorized to do business in this State and shall name Landlord as an additional insured. Tenant
shall provide evidence of such insurance coverage to Landlord prior to the commencement of the
tern hereof. The Tenant also agrees to and shall save, hold and keep harmless and indemnify the
Landlord from and against any and all payments, expenses, costs, attorneys' fees and/or damage
to property or injuries to persons occasioned wholly or in part by or resulting from any acts or
omissions by the Tenant or any subtenants, assignees or successors in excess of those amounts
covered by insurance. If for any reason as a result of Tenant's activities, use, or business, it shall
be impossible to obtain fire and other hazard insurance on the buildings and improvements on the
Leased Premises, in an amount and with insurance companies acceptable to the Landlord, the
Landlord may terminate this Lease and the term hereof, upon giving to Tenant twenty (20) days
notice in writing of the Landlord's intention to do so and upon the expiration of the time provided
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in said notice,this Lease and the term hereof shall terminate. If by reason of the use of the Leased
Premises by the Tenant or by character or manner in which the Tenant's business is carried on,
Landlord's insurance rates for fire and other hazards shall be increased, the Tenant shall pay, as
additional rent,the amounts by which the premiums for such insurance are increased. The Tenant
and Landlord waive all rights of recovery against the other party and its agents,employees or other
representatives, for any loss, damages or injury of any nature whatsoever to property or persons
for which the said party is insured. Each party shall give the other party prompt notice of any
claim coming to the knowledge of any party that in any way directly or indirectly affects either
party, and both parties shall have the right to participate in the defense of such claim to the extent
of its interest.
13. Notice of Cancellation of Insurance Coverage. The above insurance policies shall
contain clauses substantially similar to the following:
a. Notwithstanding any other provision in this policy, the insurance
afforded hereunder to the Landlord shall be primary as to any other insurance or .
reinsurance covering the Landlord and such other insurance or reinsurance shall not
be required to contribute to any liability until the appropriate limit of liability
afforded hereunder is exhausted.
b. This policy may not be canceled or changed until forty-five (45) days
after receipt by Landlord of a written notice of such cancellation or change in
coverage, as endorsed by receipt of a certified letter, unless such cancellation is a
result of nonpayment of premium due, in which case, this policy may not be
canceled until ten (10) days after receipt by Landlord of a written notice of such
cancellation, as endorsed by receipt of a certified letter.
14. Utilities. Tenant shall be responsible for any and all utility charges that are
separately metered or contracted for by Tenant. Tenant shall pay its share of joint services
including solid waste and other costs as mutually identified.
15. Alterations. Landlord shall deliver the Leased Premises to Tenant on or before the
commencement date of this Lease Agreement.No alterations,additions, or improvements shall be
made, and no fixtures shall be installed in or attached'to the Leased Premises that are not pre-
approved in writing by Landlord. Unless otherwise provided herein, all such alterations,additions
or improvements when made, installed in or attached to the said Leased Premises, shall belong to
and become the property of the Landlord and shall be surrendered with the Leased Premises as
part thereof upon the expiration or sooner termination of this Lease, without hindrance,
molestation, or injury. Notwithstanding that they may have become an integral part of the Leased
Premises, Landlord may require Tenant to remove all or any part of such alterations, additions,
improvements or fixtures at the expiration or earlier termination of this Lease,restoring the Leased
Premises to the same condition existing at the beginning of the original term, ordinary wear and'
tear excepted. If Landlord does so require, Tenant shall repair all damages resulting from such
removal and should Tenant fail to repair damages resulting from such removal, Landlord may
remove the same or make such repairs for Tenant's account, and Tenant shall pay to Landlord, on
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demand, an amount equal to Landlord's costs incurred in such removal or repair. All work with
respect to any permitted alterations, additions, or improvements shall be done at Tenant's sole
expense in a good and workmanlike manner, strictly in accordance with the plans and
specifications approved by Landlord. In doing said work,other Tenants of Landlord(if any) shall
not be adversely affected nor unreasonably inconvenienced. Tenant shall, at its own expense,
obtain all necessary building or other permits or approvals required by appropriate governmental
authorities prior to beginning such work. If any mechanics' or other liens shall be created or filed
against the Leased Premises by reason of labor performed or materials furnished for the Tenant in
the alteration, addition or repair to any building or improvement, the Tenant shall at the Tenant's
own cost and expense, cause such lien or liens to be satisfied and discharged of record together
with any Notices of Intention that may have been filed, or Tenant may provide a bond for 150%
of the lien. Failure to do so shall entitle Landlord to resort to such remedies as are provided herein
in the case of any default of this Lease, in addition to such as are permitted by law. Any goods,
inventory or other personal property of Tenant not affixed to the Leased Premises and not removed
by Tenant upon the termination of this Lease, or upon any quitting, vacating or abandonment of
the Leased Premises by the Tenant, or upon the Tenant's eviction, shall be considered abandoned
and Landlord shall have the right, without any notice to the Tenant, to sell or otherwise dispose of
the same, at the expense of the Tenant, and shall not be accountable to the Tenant for any part of
the proceeds of such sale, if any.
16. Repairs. Tenant shall take good'care of the Leased Premises and shall, at the
Tenant's own cost and expense, make all repairs, including painting and decorating, and shall
maintain the Leased Premises in good condition and state of repair, and at the end or other
expiration of the term hereof, shall deliver up the Leased Premises in good order and condition,
wear and tear from reasonable use thereof, and damage by the elements not resulting from the
neglect or fault of the Tenant, excepted. The Tenant shall neither encumber nor obstruct the
sidewalks, driveways, yards, entrances, hallways and stairs, but shall keep and maintain the same
in a clean condition, free from debris,trash, refuse. In case of destruction of or any damage to the
glass in the Leased Premises,or the destruction of,or damage of any kind whatsoever to the Leased
Premises, caused by the carelessness, negligence or improper conduct on the part of the Tenant or
the Tenant's agents, employees, guests, licenses, invitees, subtenants, assignees or successors, the
Tenant shall repair the said damage or replace or restore any destroyed parts of the Leased
Premises, as speedily as possible, at the Tenant's own cost and expense.
17. Maintenance and Repairs. Tenant shall during the term of this Lease keep in
condition and repair equal to that which existed at the commencement of this lease the Leased
Premises and every part thereof, including without limiting the generality of the foregoing, all
plumbing fixtures, within the Leased Premises, refrigeration, electrical fixtures and lighting
fixtures, additional fixtures, interior walls, wall coverings and paint, ceilings, floors and floor
coverings,windows,doors,plate glass,awnings,and entrances. Tenant shall pay for annual ANSI
lift inspection, annual kitchen ventilation system and hood inspection, and all maintenance on the
kitchen ventilation system and hood,grease trap, grease storage and ANSI lift. Landlord shall have
responsibility for the repair and maintenance of the building structure, roof, foundation and
structural integrity of any additional stories above the Leased Premises, and shall, at its expense
provide major repairs and required replacement to mechanical systems situated within the Leased
Premises that were originally provided by the Landlord. Major repairs and replacements to
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systems and structure that comprised the original Leased Premises that the Landlord provided
initially when construction was completed on the new facility, (other additions that need repair
which were completed by lease.holder will be undertaken by the lease holder at the lease holders
sole cost and expense) and are required to provide the level of service and serviceability thereof
and there from currently existing will be considered by the Landlord, if all standard and proper
maintenance has been performed by the Tenant. At times the Landlord may agree (at its sole
discretion)to cover the costs of the repairs or replacement. Absent such agreement, Landlord shall
have no obligation to execute such repair or replacement, but in the event Landlord determines to
effectuate such repair or replacement, Landlord shall have the sole discretion to determine the type,
extent and quality of repair or replacement that shall be undertaken.
18. Damage to Premises. If the Leased Premises shall be so damaged by fire or other
catastrophe (which is not caused by the fault or negligence of the Tenant or imputable to the
Tenant) as to render said Leased Premises untenantable, the Tenant thereupon shall surrender the
Leased Premises to the Landlord and the Lease shall be terminated as of the date of the surrender.
The Tenant shall pay rent, duly apportioned, up to that time Notwithstanding the foregoing, in
lieu of any termination of the Lease, Landlord may elect, at its sole option, within thirty (30) days
after the event of such damage,to continue the Lease without regard of such damage, whereupon
Landlord shall at its expense make the Leased Premises fit for occupancy and the rent shall be
abated only for the period during which the Tenant shall be deprived of the use of said Leased
Premises by reason of such damage and the repair thereof. If said Leased Premises, without the
fault of the Tenant, shall be slightly damaged by fire or other catastrophe but not so as to render
the same untenantable for any substantial period of time, the Landlord, after receiving notice in
writing of the occurrence of the injury, shall cause the same to be repaired with reasonable
promptness; and in such event, rent shall be proportionately abated, according to the loss of use,
until the Leased Premises are substantially restored.
19. Sublease/Assignment. Tenant shall not assign, sublease, mortgage, pledge or
otherwise hypothecate or transfer all or any part of Tenant's leasehold estate hereunder, or permit
the Leased Premises or any portion thereof to be occupied by anyone without Landlord's prior
written consent in each instance. Consent to transfer shall be at the Landlords sole discretion. In
the event Tenant is a corporation or LLC,these provisions shall apply to any transfer,sale or other
disposition, whether voluntary or involuntary, of more than 25% of the shares or membership
interest in the corporation or LLC of Tenant or to any merger, consolidation or dissolution or any
other transaction, the effect of which would be in any way to avoid or circumvent such
prohibitions. Any assignment or subletting contrary to the provisions of this Paragraph shall be
void and shall, at the option of the Landlord, constitute a default under the terms of this Lease.
20. Si ns. The Tenant shall not place nor allow to be placed any signs of any kind
whatsoever, upon, in or about the said Leased Premises or any part thereof that are visible from
the exterior of the Wheeler Opera House building, except of a design and structure and in or at
such places as may be indicated and consented to by the Landlord in writing. In case the Landlord
or the Landlord's agents,employees or representatives shall deem it necessary to remove any such
signs in order to paint or make any repairs, alterations or improvements in or upon the Leased
Premises, they shall be replaced at the Landlord's expense when the said repairs, alterations or
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improvements shall have been completed. Any signs permitted by the Landlord shall at all times
conform to all municipal ordinances or other laws and regulations applicable thereto.
21. Compliance with Law. Tenant shall obtain and pay for all permits or licenses that
may be required for the operation of the Leased Premises in accordance herewith. A copy of such
permits or licenses shall be submitted to Landlord for verification of this requirement prior to
occupancy. The Tenant shall promptly comply with all laws, ordinances, rules, regulations,
requirements,and directives of the federal, state, and municipal governments or public authorities
and of all their departments, bureaus and subdivisions, applicable to and affecting the said Leased
Premises, their use and occupancy, and shall promptly comply with all orders, regulations,
requirements and directives of the Board of Fire Underwriters or similar authority and of any
insurance companies which have issued or are about to issue policies of insurance covering the
said Leased Premises and its contents,for the prevention of fire or other casualty,damage or injury,
all at Tenant's own cost and expense. Tenant shall obtain and maintain during the life of this Lease,
worker's compensation insurance and employer's liability insurance for Tenant's employees in
strict compliance with state laws. Certificates evidencing such insurance or approved self-
insurance shall be submitted to Landlord prior to occupancy. Tenant shall not use the Leased
Premises for any purposes deemed unlawful, or extra hazardous.
22. Quiet Eniovment. So long as the Tenant is not in default hereunder during the term
hereof or any renewal or extension hereof,the Landlord covenants that the Tenant shall peacefully
and quietly occupy and enjoy the Leased Premises subject to the terms hereof. The undersigned
warrants that it has full power and authority to execute this Lease on behalf of Landlord, and the
Landlord shall be bound by, and perform all its obligations hereunder.
23. Condemnation. If the land and the Leased Premises leased herein, or of which the
Leased Premises are a part, or any portion hereof, shall be taken under eminent domain or
condemnation proceedings, or if suit or other action shall be instituted for the taking or
condemnation thereof, or if in lieu of any formal condemnation proceedings or actions, if any, the
Landlord shall grant an option to purchase and/or shall sell and convey the said Leased Premises,
or any portion thereof,to the governmental or other public authority,agency,body or public utility
seeking to take said land and Leased Premises or any portion thereof,then this Lease, at the option
of Landlord, shall terminate and the term hereof shall end as of such date as the Landlord shall fix
by notice in writing; and the Tenant shall have no claim or right to claim or be entitled to any
portion of any amount which may be awarded as damages or paid as the result of such
condemnation proceedings or paid as the purchase price for such option,sale or conveyance in lieu
of formal condemnation proceedings; and all rights of the Tenant to damages, if any, are hereby
assigned to the Landlord. The Tenant agrees to execute and deliver any instruments,at the expense
of the Landlord, as may be deemed necessary or required to expedite any condemnation
proceedings or to effectuate a proper transfer of title to such governmental or other public
authority, agency, body, or public utility seeking to take or acquire the said lands and Leased
Premises or any portion thereof. The Tenant covenants and agrees to vacate said Leased Premises,
remove all the Tenant's personal property there from and deliver up peaceable possession thereof
to the Landlord or to such other party designated by the Landlord in the aforementioned notice.
Failure by the Tenant to comply with any provisions in this clause shall subject the Tenant to such
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Wheeler Restaurant Space Lease
costs, expenses, damages and losses as the Landlord may incur by reason of the Tenant's breach
hereof.
24. Landlord's Lien. Tenant hereby grants to Landlord a security interest, after the
first(I') lien to Tenant's lender, in any and all of Tenant's furniture, fixtures, equipment and
inventory whenever acquired, their proceeds and the proceeds of any and all insurance policies
carried thereon as and for additional security for the faithful performance by Tenant of all of its
obligations hereunder. Tenant agrees to execute and deliver to Landlord, upon request, such
additional documents as Landlord may require to establish and perfect such security interest
including, without limitation, a financing statement in form satisfactory to Landlord, which is to
be executed and delivered by Tenant to Landlord. The exercise by Landlord of any rights in and
to such furniture, fixtures, equipment and inventory upon default hereunder-shall be governed by
Article 9 of the Colorado Uniform Commercial Code, as in effect at the time of such default, but
such exercise shall not preclude Landlord from exercising any or all other rights and remedies
hereunder or as provided by law.
25. Inspection and Repair. The Tenant agrees that the Landlord and the Landlord's
agents, employees or other representatives, shall have the right to enter into and upon the Leased
Premises or any part thereof, at all reasonable hours and upon reasonable notice, for the purpose
of examining the same or making such repairs or alterations therein as may be necessary for the
safety and preservation thereof. Nothing in this section is intended to restrict access to the premises
by an authorized City of Aspen inspector conducted pursuant to law, including, but not limited to
Environmental Health employees conducting routine health inspections. This clause shall not be
deemed to be a covenant by the Landlord nor be construed to create an obligation on the part of
the Landlord to make such inspection or repairs. Tenant expressly waives and releases any claim,
demand, or cause of action it might have against the Landlord by reason of any inconvenience,
annoyance to Tenant, its guests, licensees or invitees arising from any maintenance, alteration or
repair to any portion of the Leased Premises, the building in which it is located or the property
upon which it is situate. Tenant grants to Landlord the right to temporarily discontinue utilities or
any of them at any such time or times as may be necessary by reason of any such maintenance
work, alteration or repair provided Landlord gives reasonable notice of such work. The Landlord
agrees to make reasonable effort to schedule such work to minimize disruption to Tenant's
operation.
26. Default. If there should occur any default on the part of the Tenant in the
performance of any conditions or covenants herein contained or if, during the term hereof, the
Leased Premises or any part thereof shall be or become abandoned or deserted,vacated or vacant,
or should the Tenant be evicted by summary proceedings or otherwise, the Landlord, in addition
to any other remedies herein contained or as may be permitted by law, may either by force or
otherwise, without being liable for prosecution therefore or for damages, re-enter the said Leased
Premises and again possess the same with or without terminating this Lease; and as agent for the
Tenant or otherwise, re-let the Leased Premises and receive the rents therefore and apply the same,
first to the payment of such expenses and costs, as the Landlord may have been put in re-entering
and repossessing the same and in making such repairs and alterations, as may be necessary; and
second to the payment of the rents due hereunder. Whether or not the Landlord shall terminate
Page l l of 24
Wheeler Restaurant Space Lease
this Lease, the Tenant shall remain liable for such rents as may be in arrears and also the rents as
may accrue subsequent to the re-entry by the Landlord, to the extent of the difference between the
rents reserved hereunder and the rents, if any, received by the Landlord during the remainder of
the unexpired term hereof, after deducting the aforementioned expenses, fees,and costs;the same
to be paid as such deficiencies arise and are ascertained each month. In addition, upon any such
default, or if Tenant be adjudicated a bankrupt, insolvent or placed in receivership, or should
proceedings be instituted by or against the Tenant for bankruptcy, insolvency, receivership,
agreement of composition or assignment for the benefit of creditors, or if this Lease or the estate
of the Tenant hereunder shall be transferred by virtue of any court proceedings, writ of execution
or levy sale, the Landlord may, if the Landlord so elects, at any time thereafter, terminate this
Lease, upon written notice to Tenant or to any trustee, receiver, or other person in charge of or
acting as custodian of the assets or property of the Tenant. In the event of default, except in the
payment of rent or additional rent hereunder, Landlord, prior to the exercise of any of its rights or
remedies hereunder, shall give Tenant notice of such default together with a ten (10) day right to
cure should such default be in the payment of any other sums due Landlord hereunder or a twenty
(20) day right to cure should such default be in any of the other conditions or covenants of this
Lease to be performed by Tenant,unless the same by its or their nature require immediate or earlier
attention. Upon the giving of such notice, this Lease and the term hereof shall, unless the default
shall be cured during the applicable period, end on the date fixed in such notice as if the said date
were originally fixed,in this Lease for the expiration hereof; and the Landlord shall have the right
to remove all persons, goods, fixtures and chattels therefrom, by force or otherwise, without,
liability for damages. No right of redemption shall be exercised under any present or future law
of the State of Colorado in case the Tenant shall be dispossessed for any cause or if the Landlord
shall, in any other manner, obtain possession of the Leased Premises in consequence of the
violation of any of the covenants and agreements of the Tenant, except for those rights of
redemption on which landlord holds a security interest pursuant to Article 9 of the Colorado
Uniform Commercial Code. The Landlord shall have a lien paramount to all others,after first lien
of the Tenant's Lender on every right and interest of the Tenant in and to this Lease, and on any
furnishings, equipment, fixtures, or other personal property of any kind belonging to the Tenant,
or the equity of the Tenant therein, on the leased property. Such lien is granted for the purpose of
securing the payment of rents, taxes,assessments, insurance charges, liens, penalties and damages
herein covenanted to be paid by the Tenant and for the purpose of securing.the performance of all
of the Tenant's obligations under this Lease. Such lien shall be in addition to all rights of the
Landlord given under statutes of this State, which are now or shall hereinafter be in effect.
27. Attorneys'Fees. In the event of any litigation or other action or proceeding between
the parties hereto arising out of the performance or non-performance of this Lease,or enforcement
of any rights or remedies hereunder, including any indemnities herein contained, the prevailing
party shall be entitled in such litigation, action or proceeding to also recover as part of any
judgment, award or other relief, its reasonable attorneys' fees and costs incurred.
28. Delays. Parties agree that time is of the essence. Whenever a period of time is
provided in this Lease for either Landlord or Tenant to do or perform any act or thing, neither
Landlord nor Tenant shall be liable or responsible for performing any obligation hereunder as a
result of any unavoidable delay due to strikes, lockouts, casualties, acts of God, or other
governmental regulations or control or other causes beyond such party's reasonable control, and
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Wheeler Restaurant Space Lease
the time for performance specified herein shall be extended for a period of time corresponding to
such delay.
29. Mortgage Priority. This Lease shall not be a lien against the Leased Premises with
respect to any mortgages or trust deeds now or hereafter placed upon the Leased Premises or the
building. The recording of such mortgage or mortgages shall have preference and precedence and
be superior and prior in lien to this Lease, irrespective of the date of recording and the Tenant
agrees to execute any instruments, without costs, which may be deemed necessary or desirable,to
further effect the subordination of this Lease to any such mortgage or mortgages. Tenant shall,
upon request, execute any estoppel certificates or attomment agreements that may be required by
the holder of any mortgage or trust deed now or hereafter placed upon the Leased Premises or the
building or by the Owner of the building in which the Leased Premises are located. A refusal by
the Tenant to execute any such instruments shall entitle the Landlord to at once terminate this
Lease. Tenant agrees not to record or file this Lease in the real estate records affecting the building
in which the Leased Premises is located. Any such recording in violation hereof shall be
considered a slander of Landlord's title and a breach of this entire Lease. This covenant shall
survive the expiration or earlier termination of this Lease.
30. Cumulative Remedies. The various rights, remedies, options and elections of the
Landlord expressed herein are cumulative and the failure of the Landlord to enforce strict
performance by the Tenant of the conditions and covenants of this Lease or to exercise any election
or option or to resort or have recourse to any remedy herein conferred or the acceptance by the
Landlord of any installment of rent after any breach by the Tenant, in any.one or more instances,
shall not be construed or deemed to be a waiver or a relinquishment for the future by the Landlord
of any such conditions and covenants, options, elections or remedies, but the same shall continue
in full force and effect.
31. Cleanliness; Waste and Nuisance.
a. Tenant shall keep the Leased Premises at all times in a neat,clean and sanitary condition,
shall neither commit nor permit any waste or nuisance thereon. Tenant shall store all trash in the
containers provided for that purpose. .
b. Use of Wheeler-supplied trash dumpster and recycling bins shall be done in a responsible
and thorough manner,and Tenant shall be responsible for ensuring that its employees comply with
rules relating to the use of the dumpster.
c.The exterior of the building surrounding the Tenant's Leased Premises shall be vigilantly
kept clean of cigarette butts, bottles,glassware,or other materials that in the Landlord's reasonable
expectation may have been the result of Tenant's employees, guests, and clients.
d. In keeping with City of Aspen Ordinance 87-1976, Section 6.04.070 (Hitching of
animals),Tenant, its employees,and assigns shall work cooperatively with Wheeler management,
as well as independently, to ensure that guests' or employees' animals, especially dogs, shall not
be tied up or otherwise attached to any part of the Wheeler building.
e. Employee and guest bicycles shall be attached to an appropriate rack and not the Wheeler
Opera House premises when being secured. A bicycle rack is provided on the Mill Street side of
the building, and a second bicycle rack is provided across Mill Street on the Hyman Avenue mall.
Page 13 of 24
Wheeler Restaurant Space Lease
f Excessive noise in excess of City codes related to db levels, and including that of pre-
recorded music, or television broadcasts. Tenant agrees to work independently to ensure
compliance with City codes related to db levels and maintain a reasonable aural environment.
g. Tenant understands and hereby consents that from time to time it will be necessary to
temporarily locate transportation trucks and/or other vehicles associated with live event production
in the parking spaces adjacent to the building north of the intersection of Mill Street and Hyman
Avenue, and accepts that this may block the view of the Tenant's business from foot traffic and
other prospective clients.
32. Brokers. Each party represents to the other that it has had no dealings with any real
estate broker or agent in connection with the negotiation of this Lease.
33. Waiver. No waiver by Landlord or Tenant of any provision of this Lease shall be
effective unless in writing nor shall such waiver be deemed a waiver of any other provision hereof,
nor of any subsequent breach by Tenant of the same or of any other provision.
34. Surrender of Premises. At the end of the lease period of possession of the Leased
Premises by Tenant, as well as at the termination of this Lease, Tenant shall surrender the Leased
Premises to Landlord in good condition and repair, excepting for reasonable wear and tear and
Acts of God. Tenant shall have the right at the end of the term hereof to, and upon demand by
Landlord Tenant shall, remove any equipment, furniture, trade fixtures not affixed to the realty as
described in Paragraph 15, and other personal property placed in the Leased Premises by Tenant
and Tenant shall promptly repair any damage to the Leased Premises caused by such removal.
35. Governing Law. This Lease shall be construed and enforced in accordance with
the laws of the State of Colorado. In the event of any litigation arising out of this Lease,jurisdiction
and venue shall rest with any court of competent jurisdiction in Pitkin County.
36. Time of Essence. Time is of the essence with respect to the performance of every
provision of this Lease in which the time of performance is a factor.
37. Severability. The terms, conditions, covenants, and provisions of this Lease shall
be deemed to be severable. If any clause or provision herein contained shall be adjudged to be
invalid or unenforceable by a court of competent jurisdiction or by operation of any applicable
law, it shall not affect the validity of any other clause or provision herein, but such other clauses
or provisions shall remain in full force and effect.
38. Notices. Whenever this Lease 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 Landlord:
City Manager
130 S. Galena Street
Aspen, CO 81611
Page 14 of 24
Wheeler Restaurant Space Lease
With Copy to:
City Attorney
130 S. Galena Street
Aspen, CO 81611
For Tenant:
Elk Mountain Hospitality, LLC
William Johnson
371 Market Street
Basalt, CO 81621
39. Entire Lease. This Lease contains the entire contract between the parties and there
are no other agreements, understandings, representations, or warranties except as expressly set
forth herein. No additions, changes or modifications, renewals or extensions hereof shall be
binding unless reduced to writing and signed by the Landlord and Tenant.
40. References. In all references herein to any parties,persons,entities or corporations,
the use of any particular gender or the plural or singular number is intended to include the
appropriate gender or number as the text of the within Lease may require.
41. Tenant is an Independent Contractor. This Lease is not a contract of employment.
No relationship of employer and employee,joint venture or partnership, exists between Landlord
and Tenant or between the Landlord and any employee or agent of the Landlord. Tenant shall at
all times be deemed to be an independent contractor. Tenant is not authorized to bind Landlord to
any agreements or obligations.
42. Binding Effect. All the terms, covenants, and conditions herein contained shall be
for and shall inure to the benefit of and shall bind the respective parties hereto, and their heirs,
executors, administrators, personal or legal representatives, successors and assigns respectively.
43. Guaranty. Tenant shall pay to Landlord a security deposit in the amount of twenty
thousand dollars($20,000)to be held in an interest bearing account, as a guaranty of the payments
and terms of this Lease. In addition, all individual corporate shareholders or LLC members
of the Tenant shall provide a personal guaranty in the form attached hereto. Replacement
of any guarantor who has executed a guaranty may be allowed by the written consent of the
Landlord,at the Landlord's sole and absolute discretion.
44. Additional Leased Premises. In addition to the Leased Premises described above
and depicted in Exhibit A, Tenant may be entitled to seasonally occupy, weather permitting, a .
portion of the City Right-of-Way abutting the Mill Street side of the Leased Premises between the
Mill Street entrance to the leased premises and the window well, and between the window well
and the stairwell ("Additional Leased Premises"), for no additional rent during the term of this
Lease, subject to the prior approval of the City of Aspen Engineering Department. Tenant shall be
Page 15 of 24
Wheeler Restaurant Space Lease
responsible for obtaining all requisite permits for Landlord. Use of the Additional Leased Premises
shall be specifically conditioned upon the following terms:
a. Tenant agrees to use the Additional Leased Premises for the sole purpose of selling
and dispensing food or beverages to the public. Food shall be available in the leased area
during all hours it is open to the public. Tenant further agrees to use the premises for no
purpose prohibited by the laws of the United States, the State of Colorado, or ordinances
of the City of Aspen. Further, Tenant agrees to comply with all reasonable
recommendations of the City of Aspen relating to the use of the Additional Leased
Premises.
b. Tenant shall remove any structures installed by Tenant on the Additional Leased
Premises promptly when not in use due to seasonal conditions. Failure to remove them
within ten (10) days of last use, or on the date the Landlord's Engineering Department
made as a condition of its approval, shall result in ownership of the structures to become
the property of the City of Aspen and Landlord shall have the right to dispose of said
structures as it deems necessary in its sole discretion.
C. Tenant agrees to keep said Additional Leased Premises in repair and free from all
litter, dirt and debris and in a clean and sanitary condition; to neither permit nor suffer any
disorderly conduct or nuisance whatever about said Additional Leased Premises which
would annoy or damage, either proximate or remote, occurring through or caused by an
alteration to said Additional Leased Premises, or by any injury of accident occurring
thereon. Further,Tenant does,by execution of this agreement,indemnify and agree to hold
harmless the City of Aspen, its employees, elected and appointed officials,against any and
all claims for damages or personal injuries arising from the use of the Additional Leased
Premises per the insurance terms and conditions set forth herein.
d. All construction, improvements or business fixtures on the Additional Leased
Premises shall comply with the following criteria:
i. Not be wider than the Mill Street frontage of the business nor extended
further than a maximum of five(5)feet from the edge of the building(window well,
stairwell and awnings are not considered to be the edge of the building), while
ensuring that such extension does not impede pedestrian traffic by leaving a
minimum of 58 inches clear at all times.
ii. The Wheeler Opera House is on the National Register of Historic Places.
No portion of the Tenant's fixtures shall extend beyond the boundaries of the
Additional Leased Premises; this shall be construed to include planters, umbrellas
while closed or open, any type of lighting fixtures, and any other fixtures of the
Tenant No exterior finishes can be modified in any way.
iii. The perimeter of the Additional Leased Premises shall be monitored
constantly by staff or enclosed by a black wrought-iron fence as approved by
Landlord, no less than thirty (30) inches in height. Openings in the fence shall not
Page 16 of 24
Wheeler Restaurant Space Lease
be less than 44 inches wide. If there is a gate which is not self-closing and bi-
directional it must be left open and swing .inward to prevent obstruction of the
pedestrian right of way. These rules are in compliance with state liquor and fire
codes.
iv. No service facilities, including but not limited to bus trays, hot plates,water
dispensing equipment and dish storage shall be located on the Additional Leased
Premises.
V. The extension of fixtures shall otherwise be consistent(in the determination
of the City Manager's Office and City Council) with the general design guidelines
and design criteria of the.adjacent Hyman Avenue Mall.
vi. The Tenant shall allow its fixtures and perimeter fencing to remain in place
at its own discretion and liability and shall accept and retain full responsibility for
any damage to such fixtures and perimeter fencing caused by the operation of
police, fire and ambulance vehicles in the performance of their duties, and to hold
harmless their duly authorized operators.
vii. Neither electric.nor gas lights nor electrical conduits are allowed on the
Additional Leased Premises. Portable heaters shall be allowed.
viii. No signage, including but not limited to advertising on umbrellas, furniture,
planters or banners shall be allowed on the Additional Leased Premises,except that
menu signs shall be allowed in accordance with provisions of the City of Aspen
sign code (menu must be attached to the fence).
e. The Additional Leased Premises and improvements,additions and business fixtures
thereon shall be maintained and managed by the Tenant.
f. Tenant agrees to permit agents of the Landlord to enter upon the Additional Leased
Premises at any time to inspect the same and make any necessary repairs or alterations to
the building, sidewalks, curbs, gutters, streets, utility poles, or other public facilities as
Landlord may deem necessary or proper for the safety, improvement, maintenance or
preservation thereof. Tenant further agrees that if Landlord shall determine to make major
structural changes to the building or sidewalk which may affect any structures placed
within the Additional Leased Premises by the Tenant,that the Tenant, by execution of this
Lease Agreement, hereby waives any and all right to make any claim for damages to the
improvements (or to its leasehold interest) and agrees to remove any structures necessary
during such construction periods.
g. . Landlord by this demise hereby conveys no rights or interest in the public way
except the right to the uses on such terms and conditions as are above described,and retains
all title thereto.
h. Tenant agrees not to sublet or assign any portion of the Additional Leased Premises.
Page 17 of 24
Wheeler Restaurant Space Lease
i. Tenant agrees to surrender and deliver up possession of the Additional Leased
Premises promptly upon expiration of this Lease Agreement.
45. Liquor License. The Landlord will make available for transfer to the Tenant a
Hotel/Restaurant Liquor License, subject to the approval of the Colorado Department of Revenue
for the Tenant's use during occupancy of the space in Exhibit A. In the event the Tenant surrenders
the space or is evicted, the Tenant agrees to transfer the Tavern Liquor License back to the
Landlord within 30 days of notice, without objection.
IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the day and
year above first written.
TENA T: ((C �1/ifvit't1� .
By: CA- t c c 1464 ��Ar
Title:
LANDLORD:
THE CITY OF ASPEN
APPROVED AS TO FORM: APPROVED AS TO CONTENT:
James True, Esq., Steve Barwick
City Attorney City Manager
Page IS of 24
Wheeler Restaurant Space Lease .
List of Exhibits Amended to Lease Agreement
A - Description of Leased Premises
B—Price Index for base rent calculation
C—Hours of Operation, Cooperation with the Wheeler, Affordability and Concept
D—Guaranty of Lease
Page 19 of 24
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Wheeler Restaurant Space Lease
EXHIBIT B
Base Rent Increase Calculation
a) Price Index" shall mean the Consumer Price Index -All Urban Consumers (CPI U-) U-S. City
Average -All Items, or a successor or substitute index published or authorized.by the United
States Department of Labor,Bureau of Labor Statistics.
b) The following formula shall be used for determining the adjustment, if any, in the fixed
minimum annual rent:
Current Index Number = Price Index" for the next fiscal year(Jan.1)
Base Index Number Price Index preceding fiscal year(Jan. 1)
c) As promptly as practicable after the commencement of the first adjustment year, and thereafter
as promptly as practicable after the first day of each succeeding adjustment year, Landlord
shall compute the increase, if any, in the cost of living for the year immediately preceding
said adjustment year. Such computation shall be made by use of current and base index
numbers provided for each adjustment year as set forth in Paragraph b) above.
d) In computing increases for each adjustment year the current index number shall be divided by
the base index number. From the quotient thereof, there shall be subtracted the integer I and
any resulting positive number shall be deemed to be the percentage of increase of cost of
living.
e)The percentage of increase in the cost of living shall be multiplied by the minimum annual
rental including increases for the year preceding the adjustment year for which the increase is
being computed.
0 The Landlord shall, within a reasonable time after obtaining the appropriate data necessary for
computing such increases, give the Tenant notice of any increase so determined, and the
Landlord's computation thereof shall be conclusive and binding but shall not preclude any
adjustment of the index figures upon which the computation was based and Tenant shall,
within sixty(60) days after receiving such notice, notify Landlord of any claimed error
therein; provided, however, nothing herein shall be construed to extend the time when rents,
as determined by Landlord, are due and payable by Tenant.
g) Minimum annual rent for each adjustment year, together with increases calculated in
accordance with Paragraphs b)through f) of this Section, shall be due and payable to
Landlord in equal monthly installments due on the first day of each calendar month of each
adjustment year(retroactive payments then due being payable within thirty(30)days after
giving notice thereof by Landlord to Tenant).
Page 21 of 24
Wheeler Restaurant Space Lease
EXHIBIT C
Hours of operation:
Minimum Hours of operation:
Year 1: Open 9 am—8 pm, 7 days per week, with full kitchen service from noon—
8 pm. Patio hours may not commence before 7 am and must conclude by
10 pm, however, Tenant is not required to provide patio hours. Patio
season is limited to Thursday before Memorial Day until October 1.
Year 2 and beyond: Open noon - 8 pm, 7 days per week, with full kitchen service from noon -
8 pm. Patio hours may not commence before 7 am and must conclude by
10 pm, however, Tenant is not required to provide patio hours. Patio
season is limited to Thursday before Memorial Day until October 1.
Tenant may close up to 28 days per year with at least 30 days notice to the
Wheeler Executive Director.
The City and Tenant agree to meet within 90 days after the completion of the Year I to review
Tenant's plans for any adjustments to hours of operation.
Cooperation with Wheeler:
In addition to quarterly meeting with a Wheeler representative, the Tenant agrees to provide at
least two special offerings per quarter for Wheeler Wins members. The Landlord and the
Tenant agree to work collaboratively to deliver quality offerings that enhance the value of the
Wheeler Wins membership and the Landlord will include the Aspen Public House at least once
per quarter in marketing and promotion materials.
Affordability and Concept:
Tenant agrees the concept, affordability, and delivery of consistent product and experience will
continue throughout this entire lease period and any renewals, as evidenced in the attached
proposal materials.
Page 22 of 24
Section 3: Concept
Presently, the Wheeler Opera House building shares a subdivided restaurant space located on the
corner of Hyman Avenue and Mill Street—considered the heart of downtown Aspen. The City of
Aspen is the landlord for the restaurant space and is seeking proposals for a new restaurant concept
after the current tenant's lease expires in April, 2018. Elk Mountain Ventures, Inc., a Colorado
corporation owned solely by local Roaring Fork resident Bill Johnson, has written a detailed proposal
for a new restaurant concept specifically tailored to the Wheeler Opera House and the City of-Aspen.
The new restaurant concept will be named "Aspen Public House" (APH).
The name Aspen Public House was chosen in an effort to keep the brand in line with the history of
the Wheeler Opera House as a city owned property, and to help the public easily understand the
concept of the restaurant. Specifically, the name "Public House" was chosen instead of the
abbreviated term "Pub" as a nod to the era in which the Wheeler building was constructed. The
Aspen Public House is exactly the kind of establishment that could have existed in the Wheeler
Building over a hundred years ago, and in modern times, it is a concept that will thrive as a restaurant
and bar, serving locals and tourists alike. Presently, "Public Houses" are widely accepted as being
family-friendly as well has being capable of having a vibrant bar scene.
While there is ample supply of excellent eating establishments in Aspen, restaurants that are
considered "affordable" or"offering great value," is one category that�is dramatically underserved. To
address this need, APH will have menus for breakfast, lunch, apres, dinner and late night that offer
excellent food options at an affordable price point relative to the current choices in Aspen..The menu
offerings will be distinct from prevailing establishments, and while the pricing will be considered
affordable, APH will not undercut existing establishments with similarly priced food. Also, in a
coordinated effort with Capitol Creek Brewery, APH will be able to offer outstanding, locally brewed
craft beer at reasonable prices, bucking the trend of rising craft beer prices in the Aspen market.
The theme for the food at APH will be an interpretation of modern, refined gastropub fare with a
western influence. For the dinner menu, there will be unique entraes such as elk schnitzel and pan-
seared Colorado striped bass, alongside the expected classics like Colorado angus burgers and an
assortment of inspiring, entree-sized salads. The breakfast menu will be comprised of American
classics, similar to what you would find at a vintage diner, but with elevated service and locally
sourced, high quality ingredients. APH will also serve coffee and espresso drinks with coffee sourced
from the local roasting house Rock Canyon Coffee. The lunch menu will be a simplified version of the
dinner menu, with a focus on an exciting variety of sandwiches, salads, and shared plates. The lunch
service will be well organized so that local customers who are on a tight schedule can be in and out of
the restaurant quickly. In addition to the regular services, APH will offer an outstanding brunch menu
every Saturday and Sunday. Menus will change seasonally to utilize the highest quality ingredients
available during any given time of the year. Proposed hours of operation: 8 A.M. — 2 A.M. seven days
a week.
Regarding the interior design, the theme of APH will have a rustic, vintage feel that is in line with the
history and existing style of the Wheeler Opera House building. Due the nature of the most recent
renovation of the restaurant space, there will not be any significant construction or new renovation
required for the APH concept, which will allow for a much quicker turnaround time and a sooner grand
opening of APH. Custom furniture will be made using reclaimed materials similar to what would have
been available at the time of the Wheeler's construction, and a revised floor plan will be implemented
to maximize the efficiency of the available floor space without sacrificing the comfort of the guests.
The primary change made to the existing floor plan, will be the removal of all of the small tables
currently located in the bar area, and the addition of two, 12' long, counter-height community tables in
their place. This will create a more inviting feel in the bar area that is more in line with the APH
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Section 4: Shoulder Seasons
APH defines the shoulder seasons in the following time frame:
-Spring shoulder season; May 1 —June 15
-Fall shoulder season; Oct 1 — Dec 1 (depending on snow conditions)
One core principle of APH will be to take care of locals every day, regardless of the time of year. APH
will remain open year-round, without any significant or sustained closures. This applies to all services,
including breakfast. However, APH will reduce its menu by'roughly 25%, limiting some of the
appetizers and entrees that are offered during peak season. This seasonal menu reduction will allow
APH to reduce its labor costs and maintain sustainable food costs, while still offering a very complete
menu to guests.
During the shoulder seasons, when customer traffic is limited, many restaurants in Aspen close due
to the nature of their business models and the pricing that their menu items require. With the limited
restaurant choices during this time of year, customer traffic is concentrated among the handful of
business that remain open. Additionally, with its emphasis on affordability and hospitality, APH
believes that it can continue to serve guests during the shoulder seasons while at least remaining
cash flow neutral.
Cash flow from peak-season operations combined with the subsidized nature of the occupancy costs
and critical budget analysis will aid in the sustainability of shoulder season months. In his tenure as a
business operator at Aspen Highlands, bill has gained first-hand experience in running a successful
restaurant with extreme seasonal fluctuations.
Section 5: Menu Sample & Concepts
APH will provide 5 distinct services a day: Breakfast, Lunch, Apres/Happy Hour, Dinner, & Late Night. .
As previously stated, the underlying menu-concept will be refined, upscale "gastropub" fare with an
emphasis on quality as well as affordability. APH's menu will not be "niche" in any single culinary
style. This idea will allow the executive chef to adapt to meet consumer demands regarding pricing,
quality and variety in offerings. Whenever economically possible, ingredients will be sourced from
local farmers and producers who implement sustainable practices. The aspect of relative affordability
is largely achievable due to the subsidized nature of the rent for the Wheeler restaurant space. This
allows the overwhelming majority of menu items to be priced affordably without any sacrifices in
terms of quality, portion size, and uniqueness, while simultaneously allowing APH to remain
profitable. Additionally, APH proposes to make partial changes to all of the menus on a seasonal
basis to utilize the freshest ingredients possible at any given time of the year. These seasonal
changes allow for more culinary creativity, give APH customers another reason to keep coming back,
and it will give APH the opportunity to adapt to customer feedback in an effort to build a mutual,
lasting relationship with locals and tourists alike.
Brief Menu Concept Descriptions:
Breakfast: 8 A.M. — 11 A.M. Breakfast options are currently very limited in the Aspen market.
Recently, this is due to issues related to real estate development, not for a lack of demand. However,
due to lower guest check averages and limited alcohol sales, most breakfast places rely on high
guest counts to remain profitable. With the majority of its revenues coming from dinner and late night
bar sales, APH believes that due to the location and current market conditions, it will be able to offer
breakfast, profitably, 7days a week—year-round. The APH breakfast menu will have modem
interpretations of a complete assortment of classic breakfast offerings that will appeal to a wide
variety of customers. Another key concept of the breakfast menu will be to offer a handful of
affordable "grab'n go" items that will allow for customers who are in a hurry to be in and out quickly.
The APH breakfast menu has been designed to offer a large variety of menu items at a high quality
that are easily prepared, cross utilized, and consistently executed on a daily basis. In addition to the
regular breakfast items, a small brunch menu will be offered on Saturday and Sunday from 10 A.M. —
2 P.M.
Lunch: 11 A.M. — 5 P.M. The lunch menu will include some of the appetizers from the dinner
menu as well as all of the salads and sandwiches from the dinner menu, with a few extra items in
these categories. This will allow for greater cross-utilization in an effort to keep food costs
sustainable. Soups and chili/stews will also be served during the lunch service. The streamlining of
the lunch menu will allow the kitchen staff to prepare and execute the lunch menu items in a timely
and consistent manor. The biggest trends in consumer lunch business are healthier options, quick
turnaround, and reasonable prices. With up to 6 salads as well as a few healthy sandwich options,
APH is positioning itself to create a vibrant lunch business, while remaining relatively affordable.
Dinner: 5 P.M. — 11 P.M. The dinner menu will be the backbone of the culinary theme for
APH. Once again capitalizing on the trend of healthier options while also having classic Colorado-
inspired comfort food. Almost all of the protein for APH will be sourced from Colorado producers. With
an average entree price of—$19 and the average sandwich price (including fries) of—$13 (factoring
out the over the top 'Aspen"burger), APH will be able to offer its guests a menu with broad appeal
and exceptional value at the highest quality and consistency.
Quality control and preparation techniques will be managed by the Executive Chef, Jeff Casagrande
and the Sous Chef, Abhay Nair. One of the responsibilities of the kitchen management team will be to
create comprehensive prep lists and order guides to aide in streamlined, efficient kitchen operations.
The use of rotation labels, structured inventory management, and best practices regarding food
orders will reduce waste and improve food costs for APH. Additionally, a professional, experienced
expediter will be hired to maintain the quality during busy services by seeing every single plate of
food that leaves the kitchen. The expediter will also coordinate with the servers and back-servers to
reduce ticket times and improve customer satisfaction. APH will also employ the use of"secret
shoppers" from time to time to gain critical feedback regarding all aspects of restaurant operations
related to quality and service.
Regarding specialty cooking equipment, APH will purchase an Alto-Shaam Cook & Hold Combination
Smoker dual-cabinet oven. This piece of equipment allows for incredibly consistent food preparations
for several different types of menu items, while helping to reduce kitchen labor costs.
APH will offer its dinner menu to guests until 11 P.M. This will allow for locals who work in the
restaurant industry or any late-arrival tourists to come in and have a meal after work or traveling.
Brief Description of Food Sources:
-Cedar Ridge Ranch, Carbondale, CO: Cedar Ridge Ranch is a small family-owned livestock
producer that specializes in sustainably produced heritage breed hogs. In an effort to improve
sustainability, Cedar Ridge Ranch has partnered with Capitol Creek Brewery to use all of the
brewery's "spent grain" to feed their livestock.
-Louis Swiss Pastry, Aspen, CO: Louis Swiss Pastry is a local bakery that is famous for producing
bread products that are utilized by restaurants valley-wide.
-Farm Runners, Hotchkiss, CO: Farm Runners is a small family-owned business that specializes in
connecting local farmers and their produce with small restaurants on the Colorado Western Slope.
They make deliveries in the valley multiple times a week, delivering organic produce that was
harvested that day.
-Lombardi Brothers Meats, Denver, CO: Family-owned & established in 1947, Lombardi Bros. Meats
is a famous meat-packer that sources high quality beef from Colorado ranchers.
-Jodar Farms, Fort Collins, CO: Jodar Farms is a family-operated business that specializes in raising
free range chicken.
-Rock Canyon Coffee, Basalt, CO: Rock Canyon Coffee Roasters specializes in roasting premium
quality coffee beans from around the world. "Great coffee for great peopleTm" is the philosophy they
have built the company on and they believe everyone should have the pleasure of fresh, craft roasted
coffee at their table or in their business.
'*See attached menus
Section 6: Front of House / Bar Service & Concepts
Service and Hospitality Concepts:
Excellent service and hospitality will be the cornerstone of success at APH, which has adopted the
following mission statement:
`The mission of Aspen Public House: to express excellence in the most inclusive, accessible, genuine
and hospitable way possible, and to provide an experience that offers exceptional value at the highest
possible quality."
APH will operate as a classic, full-service restaurant. The FOH staff will consist of a hostess, servers,
back-servers, bartenders, and a FOH floor manager.
APH will create a work culture that will attract some of the very best restaurant employees across
Colorado. APH will take a "51-49 percent" approach to hiring FOH employees, where 51% of the
criteria for new hires will be based on having a positive, friendly attitude, and 49% of the criteria for
new hires will be based on restaurant experience and technical ability. This is based on the
philosophy that while, over time, you can train somebody in the aspects of being a good server or
bartender, training for emotional skills is next to impossible. APH will strive to find FOH employees
with the following characteristics: optimistic warmth, insatiable curiosity to learn, work ethic, self-
confidence, empathy, and self-awareness. APH wants people on-their team who naturally radiate
warmth, friendliness, happiness and kindness.
On the technical side, servers and bartenders will go through a challenging on-boarding program that
includes a comprehensive education regarding the APH approach to: hospitality and service, menu
items, potential issues with food allergies, gluten free and vegan options, cocktails, beer, wines by the
glass, interior decor, as well as the history of the Wheeler Building itself.
The FOH management team, including: Quinn Gallagher, Rachel Martin, and Bill Johnson, will serve
as the backbone for the serving and bartending staff. There will always be a manager present while
the restaurant is open of business. The result of managers providing structure and support to the
FOH staff allows APH servers and bartenders more opportunity to interact with guests, helping to
build positive and lasting relationships with APH customers. In addition to providing basic support to
the FOH staff, the managers will handle customer complaints directly, should they arise. One of the
responsibilities of the APH management team will be to ensure that a guest never leaves unhappy.
Additionally, the management team will conduct daily staff"line-ups" prior to the dinner service to
discuss any menu changes, daily specials, item counts as well as provide tips for continuous
improvement of hospitality and service practices. The ultimate goal of the APH management team will
be to uphold and build the reputation of APH, providing guests with an excellent and consistent
experience every time they visit the establishment.
The management team at APH will also work to create promotions and events to drive guest traffic.
Example promotions.include: Wine on Wednesdays, Lady's night, industry night, Local's night, beer
dinners, seasonally-themed parties, etc. APH will also make an effort to create special promotions in
collaboration with Wheeler Opera House events such as film screenings and live musical
performances. APH will advertise and cross promote these nights along with the Wheeler Opera
House event in a further effort to help create a positive, synergetic relationship with the Wheeler
Opera House.
Regarding staff uniforms, APH FOH employees will wear light blue, long-sleeve, button-down
chambray cotton shirts and gray chino trousers.
Example guest experience:
Upon arrival, guests will be warmly greeted by the hostess who will walk them to their table or put
them on a waiting list if the restaurant is at capacity. Guests who are waiting will be offered a drink
and a seat in the lounge area located by the front entrance. The hostess will have a hand-held tablet
that will utilize a wait-list software application that streamlines the wait list process, taking guests' cell
phone numbers and updating them regarding wait times and when their table is ready. After the
hostess has seated a guest at their table, he or she will present the guests with the appropriate
menus as well as verbalize the daily specials, new items, and any menu items that are limited in
quantity. Crayons and sketch paper will be offered to guests with young children. The hostess will
notify a server that new guests have been seated at a table in their section, and the server will take
responsibility of the guests experience for the duration of their experience.
Prior to taking drink and food orders, severs and bartenders will introduce themselves and ask if there
are any questions regarding the information conveyed by the hostess. During the guests' visit, it will
be the job of the server/bartender to listen to the guests' questions and concerns and respond with a
thoughtful, sincere answer. Throughout the meal services, the bartender and server staff will be
supported by the management team, as well as back-servers. Ticket times will be kept to a minimum,
understanding that APH guests' time is incredibly valuable. Should the need arise, a manager will
always be available to speak with a guest. A result of the initial onboarding program and daily line-
ups, will be a server and bartender staff that is knowledgeable and confident regarding food and drink
offerings at APH.
Finally, at the end of their experience, guests will be offered a comment card in an effort to gain
critical feedback for APH operations. The comment card can be filled out anonymously and placed in
a drop box located at the hostess stand. Alternatively, guests can include their names, email
addresses, and birthdays so they can be added to an APH mailing list and updated on upcoming
events and promotions.
Bar Menu Concepts:
APH will have a well-stocked and comprehensive bar inventory. Regarding the cocktail menu, APH
will strive to offer a small, but complete cocktail list with a wide variety of style at an affordable price—
consisting of roughy 14-18 specialty drinks at any given time. The cocktails will utilize locally crafted
spirits and ingredients as much as possible. Additionally, cocktail recipes have been designed so that
bartenders can quickly "build" drinks and achieve a consistent product. Quinn Gallagher and Bill
Johnson will change the cocktail list to reflect seasonality and adapt to customer feedback. In addition
to the cocktails on the APH 'cocktail menu," bartenders will be well-versed on making all of the
classic cocktails.
The wine list will be written by Quin Gallaher. APH will have a well-rounded variety of white and red
wines available by the glass, offering four red wine options, three white wine options and one rose.
Wine by the glass will be served from a True Refrigeration wine kegerator. This reduces the need for
excess storage space, drastically reduces waste and spoilage, and ensures that every glass of wine
that is poured is never oxidized and always fresh. All of the wines listed on the drink menu are offered
in 1/6 bbl keg format.
In a partnership with Capitol Creek Brewery, draft beer selections will be provided by CCB with beer
that is brewed locally in Basalt. There will be up to six, well-rounded draft beer selections. The joint
ownership of APH and Capitol Creek Brewery allows for beer to be priced at very reasonable prices.
Moreover, Capitol Creek Brewery will brew a 'pre-prohibition"-style Pub Ale, called "1889 Pub Ale",
that will be available exclusively at the Aspen Public House. This easy-drinking, flavorful beer will be
available at a special price of$3.00 a pint during apres ski and happy hour.
In addition to the previously mentioned offerings, APH will also offer Colorado ciders and an
extensive bottled beer list, including domestic beers, gluten-free beers, imported beers, locally crafted
beer, non-alcoholic beer, and other micro-brewed beers. APH will also have a comprehensive wine
list for bottled wine covering all price points. APH will also offer non-alcoholic beverages such as
locally brewed kombucha from Elevated Elixirs.
APH will also offer a "bar snacks" menu with specials during apres ski and happy hour, as well as
late-night food choices. Daily 3 P.M. — 5 P.M. apres ski/happy hour menu pricing examples:
-$3.00 1889 Pub Ale
-$1.00 off all beer (draft and bottle)
-$5.00 glass of red or white wine
-$8.00 house margarita
-$1.00 ea, boneless chicken wings
-$2.00 ea street tacos (carnitas or sauteed vegetables)
The late-night bar snacks menu will contain six different menus items including both meat and
vegetarian options. This menu will be available until at least 1 A.M. or as dictated by local and state
liquor laws.
"See attached menus
ASPEN PUBLIC HOUSE
Proposed Breakfast Menu
How do you like your eats?...
The Wheeler Classic 11
Farm fresh cage free eggs cooked any style and your choice of ham,bacon,sausage,chorizo,pulled pork,
chicken sausage or"soyrizo".Includes hash browns,choice of toast.
3 Egg Omelet or Scramble 12
Our farm fresh eggs with a choice of three fillings served with hash browns and choice of toast or tortillas
**Also available as a tofu scramble"
APH Breakfast Burrito 10.25
Burrito Filled with scrambled eggs,hash browns,house black beans,cheddar&jack cheese,topped with pito
de gallo and choice of green chili or ranchero (psst,love your veggies&meats).
Muevos Rancheros 12
Com or flour tortillas layered with black beans,jack cheese,ranchero sauce,three eggs any style,and pico de
gallo.
(Imagine it topped with veggies and/or meatsl)
Corned Beef Hash 13
APH's signature shredded hash mixed with artisan corned beef,caramelized poblanos and onions.Topped
with two eggs your style&toast or tortillas.
APH Spuds Deluxe 9
A heaping portion of our hash browns,covered with melted cheddar&jack cheese,scallionss.Topped with
two cage free eggs your style
If Bennys are your thing...
Ham Benedict 12.50
The classic evolved with our English muffin topped with shaved hickory smoked ham,perfectly poached cage
free eggs and smoked cheddar hollandaise.
Chili Verde Benedict 13.50
Green Chili sauced tortillas and melted cheese with your choice of slow cooked pulled pork or barbacoa style
beef,topped with poached cage free eggs,green chili hollandaise,Pico de gallo,and cotija cheese.
Alaskan Benedict 14.50
Lox style salmon and cream cheese served over toasted rye and topped with poached cage free eggs,cream
cheese hollandaise blended with sun dried.tomato and caper relish.
The sweeter side of life...
French Toast"Aspen Style" 11
Brioche stuffed with mascarpone then griddled and topped with
vanilla creme,salted caramel,fresh strawberries and toasted coconut.
Classic French Toast 8
French toasted brioche completed with whipped mascarpone cream,seasonal fruit and pure Vermont maple
syrup.
Pancake of the Day B
Ask your server for today's flavorl
More Pancakes 8
Plain,Blueberry,Chocolate Chip,or Banana
Oatmeal Bowls...
(Heaping portion Irish-style Hot Oatmeal_,Iso available in hollipanions)
Fruit&Nut 6
Maple Broiled Plums with Pistachios -
Apple Pie 6
Grated Apple,Golden Raisins,Nutmeg,Cinnamon and Toasted Pecans
All About Almonds 7
Shaved Almonds,Almond Butter,Almond Milk,Raspberries and Chia Seeds
Island Dreaming 7
Banana,Mango,Toasted Coconut and Crushed Macadamias
Add a scoop of whey protein powder 1.25
In a Hurry...
(Grob'n Go Breakfast items)
Loaded Breakfast Burrito 7.50
Scrambled Eggs,Cheddar&Jack Cheese,Fresh Avocado,Green Chilies,Salsa Ranchero and your choice of:
Bacon,Chorizo,Smoked Ham,or Tofu
Basic Burrito 6
Scrambled Eggs,Cheddar&Jack Cheese,&Salsa Ranchero V
Ham&Cheese English Muffin 6
Engish Muffin,Scrambled Eggs,Smoked Ham,&Swiss Cheese
Pesto Flatbread 7.50
Warm Flatbread,Egg Whites,Sundried Tomato,Fresh Mozzarella&Pesto Sauce V
Espresso,Coffee&More...
(Coffee sourced lowly from Rock Canyon Coffee,available In h go cups in 12oz or lboz sizes)
Classic Drip Coffee(APH morning blend,Brazillionare,.or Decaf) 2
American single/250 double/3.50
Cappuccino 3
Cafd latte 3.50 \
Espresso Shots single/2.50 double/3 triple/3.50
Mocha latte 3.50
Rock Canyon Cold Brew 3
Additionally,APH will offer fresh juices,hot tea,organic milk,almond milk,and soy milk
ASPEN PUBLIC HOUSE
Proposed Lunch Menu
STARTERS:
Fritto Mlsto...9
Assorted veggies tempura served with curry oioli and warm marinara
Roasted Pork&Polenta Cakes...12
Slow roasted Cedar Ridgepulled pork savory polenta,chimichurri gf
Wings...11
Citrus-brined&slow cooked,fried—choose:Dry Rub—Sweet Chili—Spicy Habonero gf
Poutine of the Moment...13
Hand-cut fries,house-made gravy,cheese curds,fried egg with rotating selection of additional toppings
Hummus&Tzatziki Jar...$9
house-made hummus&tzatziki,served with flatbreods and crudite gf
LARGE SALADS:
tEntrEe for one or shared,familystyle -served with o Louis Swiss baguette—also available as half portions)
Classic Caesar... ii
Nouse-made Caesar dressing,grana padano perm&croutons
Southwest... 13
Romaine,black beans,avocado,roasted poblunos,grilled cactus,topped with cam tortilla strips&cotefa cheese.&pica-served
with chipotle ronch gJ
Roquefort&Pear... 13
baby Kale,fresh pear,roguefort,walnuts&with a sweet mustard vinaigrette gf
Crispy Brussel Sprouts... 12
roosted Brussel sprouts topped with crispy shallots,smoked pancetta,shaved piove&balsamic reduction
Young Beets... 12
Cormelized fennel&field greens,roosted beets,haystack chdvre&a golden balsamic dressing gf
Seasonal Chefs Salad...12
Chefs choice of seasonal greens,veggies and accoutrement
ADD: CHICKEN - $6 • SALMON - $6 •Steak- $&
SOUP & CHILI:
Chili/Stew of the day...S6/cup - Soup of the day...S6/cup
BURGERS &SANDWICHES:
lTerved with house<ut fries.Sub side salad or potatoes confit:a 1.00.Sub cup of soup or chili:$3.001
-Gluten-free buns available on request
The"Locals"Lunch Burger...9
A Ib CAB.patty on a sesame bun with your choice of pepper jack,swiss,cheddar,American or blue cheese-LTOP
Certified Angus Burger... 13
r oz patty on a brioche bun with a choice of pepper jack.American,or blue cheese
(add bacon,caramelized onions,hied egg,or guac:az.oa)-LTOP
The"Aspen"Burger...18
7 oz C.A.B.patty,brioche bun,crispy Cedar Ridge pork belly,shaved truffle,smoked gruyere,&tomato-onion jam
/odor Farm Grilled Chicken Breast Sandwich... to
farmhouse cheddar cheese,blueberry honey,bacon,ciabatta-LTOP
Smoked Steak Sandwich... is
Smoked flatiron steak,sautded peppers&onions,swiss cheese,horseradish moll served on a ciabatto roll
Classic Cubano... 14
Slow roasted Cedar Ridge pulled pork,swiss cheese,pickles&mustard on hoagie roll
Hummus and Gremolata Pita...11
House-made hummus,citrus gremolata,bean sprouts,sundried tomato,&arugula on a sesame pita V.gf
Warm Vegetable Sandwich,..to
Sundried tomato pesto,roasted red pepper,grilled portabella,farmhouse cheddar,
Ciabatta V
KIDS MENU:
Veggies with Hummus&Ranch Dip...6
Kids Salad...6
Whole-Grain Spaghetti with Spinach...7
Grilled cheese...a
Served with fries or a side salad
Mac&Cheese...a
Chicken Tenders...9
Served with fries or a side salad
ASPEN PUBLIC HOUSE
Proposed Dinner menu
STARTERS: JARS&BOARDS:
Fritto Misto...9 berved with grilled flat breads&crostinisl
Assorted veggies tempura served with curry atoll&warm Pork Belly Board...24
marinaro pork belly a ways:spiry,bbq,&with house dry rub;served
with Cocoa fig jam&candied baron
Roasted Pork&Polenta Cakes...tz
Slow roasted heritage pulled pork,sovory polenta, Hummus&Tiatilki lar...$9
chimichumi housemade hummus&taattik{served with ffatbreads&
Wings. 11 crudirt
Citrus-brined&slow cooked,fried-choose:Dry Rub-Sweet Tomato-Onion Jam&Goat Cheese...$11
Chili-Sp ICY Habanero sweet&Savo
ry jam layered with low/goat cheese
Poutine of the Moment..13 Meat&Cheese Board_. 17
Hand-cut fries,housemade gravy,cheese curds,fded egg artisanal meat&cheese,accoutrements
with rotating selection of additional toppings
LARGE SALADS:
(Entrde for one or shared,family-style -served with o Louis Swiss baguette—also available as half portions)
Classic Caesar... 11
Hoummade Caesar dressing,grana podano porm&croutons
Southwest... 13
Romaine,black beans,avocado,roosted poblanos,grilled cactus,topped with tortilla strips&corejo cheese,&Pico-served with
chipotle ranch
Roquefort&Pear... 13
baby Kaie,fresh Peor.roquefort,walnuts&with a sweet mustard vinaigrette
Crispy Brussel Sprouts... 12
roosted Brussel sprouts topped with crispy shallots,smoked pancetta,shoved plave&balsamic reduction
Young Beets... 12
Carmelieed fennel&field greens,roasted beets,haystack chevre&o golden balsamic dressing
ADD: CHICKEN - BB•SALMON - EB 'Steak- $B
SOUP&CHILI:
Chili/Stew'of the day..,to/cup
Soup of the day...s4/cup
ENTREES:
Chicken&Waffles...is
!odor Farm Southern fried chicken,buttermilk biscuits,crispy waffles,drizzled with maple syrup and served with a side of country
gravy
Pan Seared Colorado Striped Bass...24
Colorado striped boss,Pon seared with o lemon ver bloncserved with orugula&asparagus
Elk Schnitzel...21
House-butchered North American Elk,breaded,served with potatoes confts confit,seasonal vegetables&a mustard deml glaze
Smoked Steak...23
Smoked 90z Certified Angus flatiron,chimichum,served with Potatoes mnfits&seasonal veggies GF
Grains&Greens Macro Bowl...77
Soutded vegetable mix,braised preens,farm and miso dressing GF,V
Cast Iron Mac&Cheese of the day...14
Chefs selection,choose between meat lovers OR vegetarian
BURGERS&SANDWICHES:
,served with house<ut fries.Sub side salad or potatoes confd:t s.pol
CerdfiedAngus Burger... 11,
t oz patty with a choice of pepper Jack,swim,cheddar,American,or blue cheese
!add bacon,caramelized onions,fried egg,or guac sz.00)
The"Aspen"Burger...16
7 oz C.A.B.patty,biloche bun,crispy Cedar Ridge pork belly,shaved truffle,smoked gruyere,&tomato-onion Jam
lodar Farm Grilled Chicken Breast Sandwich...14
farmhouse cheddar cheese,blueberry honey,bacon,clabatta
Smoked Steak Sandwich... is
Smoked fiatimn steak,soutEed peppers&onions,swiss cheese,horseradish atoll served on a dabotta roll
Classic Cubano... 14
Slow roasted Cedar Ridge pulled pork,swiss cheese,pickles&mustard on hoagie roll
Warm Vegetable Sandwich$io -
Sundried tomato pesto,roasted red pepper,grilled portabella,farmhouse cheddar,
Gabana V
KIDS MENU:
• Veggies with Hummus&Ranch Dip...6
Whole-Grain Spaghetti with Spinach...7
Grilled cheese...a
Served with fries or a side salad
Mac&Cheese...a
Chicken Tenders...9
Served with files or a side salad
lads Salad...6
Aspen Public House
Proposed"Late Night Bar Menu"
Available until 1 A.M.
Wings
Citrus-brined&slow cooked,fried—choose:Dry Rub—Sweet Chili—Mango Habanero—Buffalo
—XXX 112LBfor7.60-1LBfor12.25
. Market Street Tacos
3 to an order;roasted pork barbacoo,corn tortillas,cabbage,onions,cilantro&salsa taqueria,
guac 11.89
House Potatoes
Potatoes confit served with APH Pub Sauce 8.25
Fritto Misto
Assorted veggies tempura served with curry aioli&warm marinas 9
Roasted Pork&Polenta Cakes
Slow roasted heritage pulled park,savary polenta,chimichurri 12
Hummus&Tzatziki Jar
house-made hummus&tzatziki,served with flatbreads and crudite 9
Aspen Public House
Proposed Desert Menu
Espresso Chocolate Cake 10
Espresso Ganache,Caramel,Nor dl Latte Ice Cream
Apple Crisp 8
Oat Crumble,Rum Raisin Ice Cream
Coconut Rice Pudding 7
Toasted Coconut,Chocolate,Passion Fruit-Mango
ASPEN PUBLIC HOUSE
Proposed Cocktail&Wine List
Jerome's Folly 12 The Sweet Rum Barrel 10
Benedectine, Amaretto, Mezcal, Flora de Cana 4 year Dark Rum,
Fresh Lemon Juice - shaken, served Pineapple Juice, Passion Fruit
on the rocks with a Bordeaux float - Puree, Muddled Mint, Grenadine
Green Drake Smash 10 Float - served on the rocks
Green Drake IPA, Woody Creek Gin, Spicy Margarita 11
Grapefruit Juice, Jalapeno-lime Jalapeno Infused Suerte Silver
syrup, Served on the rocks - Tequila, House-made Sour Mix,
Garnished with a Basil Leaf Patron Citronge, Chili salt rim,
The Federal Reserve 12 Grapefruit soda float
Buffalo Trace Bourbon, Amaro The Dude Imbibes 11
Lucano, LUstau Sherry, stirred, Woody Creek Vodka, Marble
served on the rocks with and Distillery Midnight Expresso Coffe
orange slice garnish Liqueur, Bourbon Cream - served on
the rocks with a shaved coffee
Aspen Boulivardier 12 bean garnish
Buffalo Trace Bourbon, Del Dolin
Sweet vermouth, lavender bitters, Chocolate Old Fashioned 12
Campari - served up or on the Buffalo Trace Bourbon, Demarara,
rocks Amores Melipona Bitters - served
on the rocks with an Orange
French 75 14 Garnish
Woody Creek Gin, Demarara, Fresh
Lemon Juice, Champagne - Garnish After Dinner Drinks:
with a Lemon Twist & a Bordeaux
Cherry
Red Velvet Cake Martini 12
Barrel-aged Manhattan 12 Frangelico Hazlenut Liqueur, Creme
Woody Creek Single Barrel Rye, Del de Cacao, Woody Creek Vodka, Grand
Profesorre Sweet Vermouth, Marnier, shaken with a sugar rim
Aromatic Bitters - Garnished with
a Bordeaux cherry & an Orange Tiramisu in a Glass 9
Twist Espresso, Milk Chocolate Liqueur,
white Chocolate Liqueur, shaken
Smokey Negroni 12 with a cocoa powder garnish
Sombre Mezcal, Campari, Del Chocolate Stout Beer Float 8
Profesorre Sweet Vermouth -
Garnished with an Orange Twist CCB Nitro Chocolate Stout, Salted
Caramel Ice Cream; ,Eahlua,
drizzled with chocolate sauce
Wine on Tap:
capitol Creek Brewery
reds: Draft Beer List:
(in a constant state of flux)
- Smith a Hook Cabernet - $12 1889 Pub Ale
- Tierra Divina Zinfandel Blend - 4.28 ABV - $5/16oz
- $8 This easy drinking, 'Pre-Prohibition--
style American Pub Ale is brewed
- La Coux, Cotes du Rhone - $9 exclusively for APs.
(808 grenache, 208 syrah) Bighorn Czech-Style Pilsner
- 4.58 ABV - $6/16oz
-Joe Dobbes Oregon Pinot Noir - -Pilsen melt, Vienne malt s Willamette
$11 hope create traditional, slightly dry
pilaner flavor profile.
whites: Green Drake IPA
- Sanford Chardonnay - $12 - 6.58 ABV - $5/16oz
-Simone, Mosaic d A2zaca hops — a
malty backbone reduces the perceived
- Stemmari Chardonnay - $7 bitterness in this contemporary IPA.
- Castle Feder Pinot Grigio - $8 7 Castles Belgian Tripel
- 8.58 ABV - $5/12oz
rose: White wheat, oats & Pilsen malt
combined with a traditional Belgian
- Bieler Pere et Fils Rose - $9 yeast strain results in a full-bodied
beer with complex aromas and flavors -
banana esters, hints of spice and
bubble gum with a creamy head.
Great Wapiti Brown Ale
- 5.88 ABV - $5/16oz
-A mix of caramel and pale chocolate
malts give this beer a very
approachable, yet robust flavor.
Nitro Chocolate Stout
- 5.28 ABV - $6/16oz
For this classic American-style stout,
CCH used Pale chocolate malt,
centennial a glacier hops - resulting
in a subtle, milk chocolate flavor,
nitrogenized for a Silky smooth finish
Aspen Public House
Catering&Banquet Menu Examples -
Scratch-made Preparations
APH will be able to tailor catering menus to meet a variety of requests and pricing.Anything from prime-rib
carving stations to basic cold-cut sandwiches and salads will be,available.Below area few examples of buffet-
style catering menus that have proven successful with previous catering clientele.
Mediterranean Buffet:$19/head
-Mediterranean-style grilled chicken breast
-Homemade falafel croquettes -
-Warm pita bread
-Tzatziki sauce
-Red pepper hummus _
-Baba ganoush
-Israeli Salad
-Mint chutney
-Shredded iceberg lettuce
-Olive tapenade
-Assorted vegetables
Taqueria Buffet:$16/head
-Carnitas
-Chicken Adobada
-Sauteed peppers&onions
-Black beans
-Guacamole
-Assorted taqueria salsas
-Pico degallo
-Warm corn&flour tortillas
-Assorted taqueria accoutrement(shredded lettuce,onions,cilantro,cabbage,lime,etc.)
-Crispy tortilla chips
Assorted Gastropub Buffet:$19/head
-Chicken&waffle skewers
-Chicken Wings with assorted sauces
-Assorted Veggie Platter
-Potatoes confit with assorted dipping sauces
-Mixed chefs salad
-Blanketwurst with spicey mustard
-Roasted pork&polenta cakes with chimichurri
Miscellaneous appetizer/h'orderves
-Caprese Toasts,crostini with heirloom tomato,fresh mozzarella,basil sprig&balsamic reduction
-Smoked salmon canape,smoked salmon,crostini,hard-boiled egg,creme fresh,chives
-Beef tenderloin crudo -
-Roasted shishito peppers with a sweet soy reduction
-Cucumber tea sandwich
-Meat pie tarts,savory ground Iamb in a tart-sized pastry
-Ceviche on plantains(or mini tostada type on crispy corn chip rounds)
-Soup/gazpacho shooters
-Mini beef Wellington's
-Colorado Lamb pops
-Charred artichoke hearts with truffle Aoli(or I've been doing a red pepper coulis which is nice for color too)
-Rocky Mountain Oysters(Or even stack that with oysters for a"surf and turf")
-Stuffed mushrooms(crab or keep it vegetarian)
Aspen Public House
Proposed"Grab and Go"Menu
Available for Wheeler Opera House Patrons
APH will provide an assortment of"grab and go"food Items what will be prepared in advance
and served in eco-friendly containers or boxes.Eco-friendly disposable utensils and
biodegradable napkins will be available upon request.APH would prefer to sell a fixed amount
the boxed menu items to the Wheeler Opera House at a wholesale price.The wholesale price
will be structured at breakeven+15%which should put most items in the$6-$9 range.This
concept will allow APH to avoid the costs associated with spoilage and inventory management.
APH is open to ideas regarding pricing,collaboration,and menu Items.
Below are examples of menu items that will be made available to the Wheeler Opera House.
The menu items will be prepared from scratch and are designed to have a somewhat extended
shelf life:
Chicken Salad Pita
Grilled,chopped chicken breast grated apple with cucumber tzotziki served an a sesame pita.gf
Hummus&gremolata pita '
House-made hummus,citrus gremolota,bean sprouts,sundried tomato,&orugula on a sesame
Pita V,gf
Goat cheese lentil&couscous salad
Whole-wheat couscous,cherry tomatoes,fresh basil,fresh parsley,goat cheese crumble,light
EV00
Bento Box
Brown rice,seaweed salad,edamame,with marinated tofu OR grilled shrimp V,gf
Avocado Turkey Roils
Smoked,sliced turkey,fresh avocado,smoked bacon,cheddar cheese,fresh tomato,citrus-oioli,
wrapped in a whole-wheat tortilla
Summer Rolls
Vietnamese spring roll wraps,grilled shrimp,fresh basil,brown rice,bean sprouts,avocado with
a sweet soy reduction gf
Wheeler Restaurant Space Lease
Exhibit D
GUARANTY OF LEASE
FOR VALUE RECEIVED,and in consideration for,and as an inducement to the aforesaid
Landlord to make the foregoing Lease with�� p,s(2,_ Tenant, the
undersigned
unconditionally guarantees the full performance and observance of all the covenants, conditions,
and agreements therein provided to be performed and observed by Tenant in an amount equal to
one year of the term of the lease, and expressly agrees that the validity of this agreement and the
obligations of the guarantors hereunder shall in no wise be terminated, affected or impaired by
reason of the assertion by Landlord against Tenant of any of the rights or remedies reserved to
Landlord pursuant to the provisions of the within Lease or by the relief of Tenant from any of
Tenant's obligations under the Lease by operation of law or otherwise (including, but without
limitation, the rejection of the Lease in connection with proceedings under the bankruptcy laws
now or hereafter enacted); the undersigned hereby waiving all suretyship defenses.
The undersigned further covenants and agrees that this guaranty shall remain and continue
in full force and effect as to any renewal, modification, or extension of this Lease, whether or not
the undersigned shall have received any notice of or consented to such renewal, modification or
extension. The undersigned further agrees that his liability under this guaranty shall be primary,
and that in any right of action which shall accrue to landlord under the Lease, landlord may, at
Landlord's option, proceed against the undersigned and Tenant, jointly or severally, and may
proceed against the undersigned without having commenced any action against or having obtained
any judgment against Tenant. The undersigned further represents to Landlord as an inducement
for Landlord to make the Lease, that the undersigned owns the percentage set forth by his or her
name below of the entire outstanding capital stock or membership interest of Tenant.
It is agreed that the failure of Landlord to insist in any one or more instances upon a strict
performance or observance of any of the terms, provisions or covenants of the foregoing Lease or
to exercise any right therein contained shall not be construed or deemed to be a waiver or
relinquishment for the future of such term,provision,covenant or right, but the same shall continue
.and remain in full force and effect. Receipt by Landlord of rent with knowledge of the breach of
any provision of the foregoing Lease shall not be deemed a waiver of such breach.
Except as may be otherwise specifically provided in the Lease subletting, assignment, or
other transfer of the within Lease,or any interest therein,shall not operate to extinguish or diminish
the liability of the undersigned guarantors under this guaranty; and wherever reference is made to
the liability of Tenant named in the within Lease, such reference shall be deemed likewise to refer
to the undersigned guarantors.
It is further agreed that all of the terms and provisions hereof shall inure to the benefit of
the respective heirs, personal representatives, successors and assigns of Landlord, and shall be
binding upon the heirs and assigns of the undersigned.
Page 23 of 24
Wheeler Restaurant Space Lease
IN WITNESS WHEREOF, the undersigned guarantor(s) has caused this guaranty to be
executed effective as of the 5 day of nA f ck 12018.
Corporate Shareholders or LLC Members:
Name: Percentage of Ownership: Sig and Address:
hal iLw A?m -!T0,0,fin/ VC?
37<
co 2i>i6 a�
Page 24 of 24
Amendment to the Lease Agreement between the City of Aspen and Elk Mountain Hospitality
Inc.,dated March 5, 2018 and approved by City Council on February 26, 2018, Resolution#38,
Series 2018.
Section 4 Equipment, Fixtures and Finishes Provided by Landlord and Tenant shall be amended
to read as follows:
4. Equipment, Fixtures and Finishes Provided by Landlord and Tenant.
a. The parties hereby agree that the Landlord shall deliver:
• Basic, four-walled space or equivalent for tenant's operational purpose
including utility hookups including electrical service,panels, and rough-
ins to code-required j-boxes as currently installed and plumbing service as
currently configured including water supply lines, water heater, and
sanitary drains to rough-ins
• ANSI compliant lift as currently installed
• Fire suppression system as currently installed
• Existing Grease trap system as currently installed
• HVAC system as currently installed
• Exterior awnings as currently installed
• Mechanical equipment to furnish heating, cooling, and ventilation to
rough-ins: ANSI compliant restrooms with basic fixtures: (1)ADA-
compliant lavatory fixture per bathroom, (1) ADA-compliant,
conventional toilet per bathroom, (1)urinal in men's room, and ADA-
required grab bars and pipe-wraps and rough-ins.
• Three (3) walk-in coolers. The Landlord shall service the coolers
annually.
The coordination of finishes between the landlord and tenant is imperative.
b. The parties agree that the Tenant shall supply:
• Kitchen and bar equipment
• All interior finishes including flooring and wall treatments
• Syrup/mixer/beer runs to the bar
• POS system
• DATA, Phone,AV System
• Custom sprinkler head trims; Additional sprinkler heads and/or service
upgrades required to address current layout/design changes
• Coolers, freezers and any other chilling apparatus
• Paper towel dispensers, soap dispensers, hand- dryer units, sanitary napkin
dispensers and waste receptacles, stall partition dividers and related
hardware, and decorative lighting and all related in-wall rough- in and/or
blocking
• Custom work
• Anything else necessary to operate the restaurant effectively and
efficiently
• All repairs or maintenance work needed on the three (3) walk-in coolers
outside of the annual servicing.
CITY OF ASPEN, COLORADO: ELK MOUNTAIN HOSPITALITY INC.:
Ja' lA2 _;�
[Signature]
By: S''7�� L>e.,�.-.:.+rl By: William Johnson
[Name] [Name]
Title: C:T7 �f.. .-- Title: Owner
Date: l Date: 11/E9/2018
Approved as to form:
ity Attorney