HomeMy WebLinkAboutcoa.Iselin Park.Resolution 27-1993 RESOLUTION NO.
Series of 1993
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO,
APPROVING AN AGREEMENT FOR THE LEASE AND OPERATION OF THE
CONCESSION STAND AT ISELIN PARK BETWEEN THIN AIR FOODS, INC. AND THE
CITY OF ASPEN, COLORADO, AND AUTHORIZING THE CITY MANAGER TO
EXECUTE SAID AGREEMENT ON BEHALF OF THE CITY OF ASPEN, COLORADO.
WHEREAS, there has been submitted to the City Council an agreement for the lease and
operation of the concession stand at Iselin Park between Thin Air Foods, Inc. and the City of
Aspen, a true and accurate copy of which is attached hereto as Exhibit "A";
NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ASPEN,
COLORADO:
That the City Council of the City of Aspen hereby approves that agreement for the lease
and operation of the concession stand at Iselin Park between Thin Air Foods, Inc. and the City
of Aspen, a copy of which is annexed hereto and incorporated herein, and does hereby authorize
the City Manager of the City of Aspen to execute said agreement on behalf of the City of Aspen.
INTRODUCED, READ AND ADOPTED by the City Council of the City of Aspen on
the,t day of
ohn S. Bennett, Mayor
I, Kathryn S. Koch, duly appointed and acting City Clerk do certify that the foregoing
is a true and accurate copy of that resolution adopted by the City Council of the City of Aspen,
Colorado, at a meeting held on the day hereinabove stated.
Kathry . Koc , City Clerk
AGREEMENT
FOR THE LEASE AND OPERATION
OF THE
CONCESSION STAND AT ISELIN PARK
THIS AGREEMENT entered into at Aspen, Colorado, this —7G day
of , 1993, by and between the CITY OF ASPEN, COLORADO,
a munici al corporation and home-rule city (hereinafter "City"), and Thin Air Foods, Inc.
(hereinafter "Operator").
WITNESSETH:
WHEREAS, the City is the owner of the real property commonly known as Iselin Park
upon which is located a concession stand, depicted on that exhibit annexed hereto and made a
part hereof as Exhibit "A"; and
WHEREAS, the City desires to grant a snack bar concession in Iselin Park to a private
operator and Operator desires to secure such concession rights from the City in accordance with
the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual terms, covenants and conditions
contained herein, the parties agree as follows:
1. Grant and Description of Premises. The City grants to Operator and Operator
accepts from City the exclusive privilege of maintaining a snack bar concession in the building
commonly known as the Iselin Park Concession Stand, as more fully described on Exhibit "A"
appended hereto (hereinafter referred to as the "Premises"), for the exclusive use and operation
of a snack bar concession stand. Prior to the commencement of the term of this lease, City shall
make the improvements to the premises indicated on Exhibit "B" attached hereto and by this
reference incorporated herein. Operator acknowledges that the City may construct a new ball
field in the vicinity of Iselin Park. In the event that the City does construct such a ball field and
a concession stand to service the new ball field Operator shall have the right of first refusal to
lease the new concession stand upon the same terms and conditions that the City is able to obtain
from any third party for the operation of the new concession stand. In addition, Operator shall
have the right to terminate this lease agreement upon entering into a new lease agreement for
the new concession stand.
2. Term. The term of this agreement shall be for a period of time commencing on
May 17, 1993, and ending October 31, 1998, both dates being inclusive. At the conclusion of
the initial five year term, Operator shall have an option to renew this lease agreement for an
additional three year term upon such terms and conditions as are agreed upon by the parties at
that time; provided, however, that Operator gives the City notice of its intention to renew the
lease by October 31, 1998. At the conclusion of the first renewal term ending October 31, 2001,
Operator shall have an option to renew this lease agreement for an additional three year term
upon such terms and conditions as are agreed upon by the parties at that time; provided,
however, that Operator gives the City notice of its intention to renew the lease by October 31,
2001. In the event that Operator exercises its option to renew the second time, the term of the
lease shall terminate on October 31, 2004. In the event that Operator and City are unable to
agree upon the terms and conditions which shall apply during either renewal term, the Operator
shall have the right of first refusal to lease the premises upon the same terms and conditions that
the City is able to obtain from any third party for the operation of the concession stand.
3. Use. The Premises may be used by Operator solely for the purpose of operating
a snack bar concession business as set forth herein. Operator shall not use the Premises for any
other purposes without the City's written consent. Operator shall not use the Premises in any
manner that will create an increase in the rate of insurance or a cancellation of any insurance
policy, even if such use may be in furtherance of Operator's retail sales. Operator shall not
keep, use or sell anything prohibited by any policy of fire insurance covering the Premises.
4. Time of Occupancy Acceptance and Surrender of the Premises. Operator shall
be entitled to use and occupy the Premises only during the summer seasons as set forth at
Section 10 herein. Occupancy of the Premises by the Operator shall be construed as recognition
that the Premises are in a good state of repair and in sanitary condition. A representative of the
City shall inspect the premises at the beginning and end of each summer season with Operator
to assess if any repairs are necessary and who shall be responsible for them.
5. Rent. Operator, during the term of this Agreement, agrees to pay to City as
follows:
a) During the first term, either eight percent (8.0%) of all gross sales or
$3,000.00 per year, whichever is the greater amount.
b) During the second term, either ten percent (10%) of all gross sales or
$3,000.00 per year, whichever is the greater amount.
C) During the third term, either ten percent (10%) of all gross sales or
$4,000.00 per year, whichever is the greater amount.
Operator shall pay the City all rents due on July 1, August 1, September 1, and
November 1 of each year during the term of the lease. Gross sales shall be defined and
accounted as provided in Section 7 herein. City understands that Operator may make leasehold
improvements that will involve capital expenditures. Operator may apply the payment of the
capital improvements towards its obligations for the payment of rent under this subsection
provided that the amount applied towards rent does not exceed $3,000.00 for each of the first
two year's rent and $1,000.00 towards the third years rent, and the City consents to the
particular capital improvement which Operator intends to apply towards the rent payment.
6. Rent and Damage Deposit. On or before May 17, 1993, Operator shall pay to
the City as a rent and damage deposit the sum of Five Hundred Dollars ($500.00). Said deposit,
less any unpaid rent or charges for damages to the Premises or equipment listed as inventory at
paragraph 9 herein, shall be returned to Operator on or before thirty (30) days following
termination of this lease.
7. Accounting and Records. Operator shall install and maintain such bookkeeping
and accounting system and methods of collection of monies as shall permit City accurately to
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compute the gross revenue of Operator; and such records shall be made available to City during
normal hours of business of Operator. At a minimum, Operator shall install a cash register
which shall record all sales transactions made from the Premises. Daily cash register tapes
recording aggregate sales receipts shall be caused to be made and retained by Operator for a
period of no less than one year. City reserves the right to examine all books, records, and cash
register tapes of Operator at any time during the term of this Agreement and for up to one year
following the termination of this Agreement. Gross sales shall include all sales excepting any
sales taxes charged and collected.
8. Access to Premises. City shall be entitled to enter upon the Premises at al
reasonable hours for the purpose of inspecting the same, preventing waste or loss or enfor in
any of City's rights hereunder.
9. F4uipment. Operator acknowledges that the City shall g y a1 not be required to pr
any equipment for the operation of the concession stand. All equipment and other articles
deemed necessary for the operation of the concession stand shall be provided by the Operator.
All items of equipment shall be maintained in good working order by Operator, at Operator's
own cost and expense.
10. Duties of Operator Relative to Operation of Concession Stand. During the term
of this agreement the Operator agrees:
a. To provide clean, wholesome food and beverage items at reasonable prices.
Operator shall not substitute vending machines for employee service.
b. To provide services to the public in a courteous and efficient manner.
C. To employ and maintain for the benefit of the parties, at Operator's own cost and
expense, employees of sufficient number and qualifications to operate and manage
the Premises consistent with the highest standards.
C. To operate the concession stand seven (7) days a week, in accordance with the
following minimum schedule:
From the third Monday in May thru the first Friday in June, and the
Monday following the third Sunday in August thru September 30, of each
year (weather permitting):
11:00 a.m. - 4:00 p.m. Weekdays
11:00 a.m. - 2:00 p.m. Weekends
From the first Saturday in June thru the third Sunday in August:
11:00 a.m. - 8:00 P.m. Weekdays
11:00 a.m. - 3:00 p.m. Weekends
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In addition to the above days, Operator shall operate the concession stand
on days identified by the Recreation Department as special event days,
provided notice is given to the Operator at least three days in advance of
the special event day. On such days, Operator shall be open for business
at least 1/2 hour prior to the schedule starting time of the special event
and 1/2 hour following the end of the special event.
Operator may also operate during high school football games or any other
days or times; provided, however, that Operator receives written
permission to do so from the City of Aspen Recreation Department.
d. To make available for retail sale such other merchandise as Operator desires to
sell and which is commonly sold in concession stands (i.e. tee shirts, caps, etc.);
provided, however, that the City reserves the right to prohibit the sale of any item
which it, in its sole discretion, deems objectionable.
e. The City agrees not to permit any additional vendors from selling any merchan-
dise, food or beverages from any portion of Iselin Park without permission from
the Operator.
11. Maintenance and Repairs. Operator, at its sole expense, shall keep the Premises,
including outdoor walks and accessways, and the men's and women's restrooms, in a good,
clean and safe condition and do all work and repair necessary to maintain same and to keep it
from deteriorating, with the exception of wear and tear and aging consistent with normal use as
a concession stand. The City shall provide necessary paper products for the restrooms. Operator
shall provide and maintain at Operator's expense hand dryers for each restroom. The City agrees
to install, at its expense, said hand dryers prior to the commencement of this lease agreement.
Operator shall store all trash in the containers provided for that purpose. A trash dumpster shall
be provided by the City. Operator agrees to pay for one third (1/3) of the expense and shall
ensure that regular trash pickup is provided. The trash dumpster shall also serve the park and
playing facilities located at the park. Operator agrees to clear all floor and sink drains.
12. Utilities. Operator shall, at its own expense, provide telephone service to the
Premises. City shall pay all reasonable charges for water, gas, heat and electric services
provided to the Premises. Operator shall reimburse the City for these utility expenses as all
utility expenses shall be the responsibility of Operator but invoices for such service will be
received by the City from the various utilities.
13. Personal Property. All personal property and trade fixtures placed on the
Premises shall be at Operator's sole risk and City shall not be liable for damage to or loss of
such personal property or trade fixtures arising from the acts or neglect of Operator, its agents
or employees. Any personal property or trade fixtures of Operator or anyone claiming under
Operator, which remain on the Premises after the date upon which the Premises shall be surren-
dered shall be deemed to have been abandoned and may be retained by City as its property or
disposed of by City in such manner as City sees fit. Operator may store equipment at the
premises beyond the term of this Agreement only upon the written consent of the City, and then
only upon an agreement by the City and the Operator of an inventory of said equipment.
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14. Taxes. In the event any taxes are levied and assessed upon the Premises or upon
the improvements, fixtures or personal property of the Operator during the term of Operator's
occupancy of the Premises, or arising therefrom, or upon the leasehold or possessory interests
as created through this lease, Operator shall be solely responsible to satisfy and pay all such
taxes in a timely fashion. Operator shall not allow any liens for taxes or assessments to exist
with respect to the Premises, except that Operator may permit such taxes or assessments to
remain unpaid while pursuing any good faith contest or appeal of same.
15. Indemnification. Operator agrees to indemnify and hold harmless the City, its
officers, and employees, from and against all liability, claims, and demands, on account of
injury, loss, or damage, including without limitation claims arising from bodily injury, personal
injury, sickness, disease, death, property loss or damage, or any other similar loss, which arise
out of or are in any manner connected with this agreement, if such injury, loss, or damage is
caused in whole or in part by, or is claimed to be caused in whole or in part by, the omission,
error, or negligence of the Operator, any subcontractor of the Operator, or any officer,
employee, representative, or agent of the Operator or of any subcontractor of the Operator, or
which arises out of any workmen's compensation claim of any employee of the Operator or of
any employee of any subcontractor of the Operator.
16. Public Liability Insurance. Operator agrees to furnish City with certificate(s) of
insurance as proof that it has secured and paid for a policy of public liability insurance covering
all public risks related to the leasing, use, occupancy, maintenance, operation or location of the
Premises. The insurance shall be procured from a company authorized to do business in the
State of Colorado and be satisfactory to City. The amount of this insurance, without co-
insurance clauses, shall not be less than the maximum liability that can be imposed upon the City
of Aspen under the laws of the State of Colorado found at C.R.S. Section 24-10-101 et—N., as
amended. At present, such amounts shall be as follows:
$150,000.00 for any injury to one person in any single occurrence;
- $600,000.00 for any injury to two or more persons in any single occurrence.
In no event shall such insurance amounts fall below those maximum liability limits as set
forth at C.R.S. Section 24-10-114, as amended.
17. Premises Insurance. During the full term of this lease, Operator, at its sole cost
and expense, shall also cause all the Premises and improvements on the Premises to be kept
insured, without co-insurance clauses, to the full insurable value against the perils of wind
storm, hail, lightning, explosion, fire and like perils. "Full insurance value" means the cost,
as of the date of loss, for replacement of the damaged or destroyed property in a new condition
with materials of like size, kind and quality. The insurance shall stand as primary insurance for
the Premises and be procured from a company authorized to do business in the State of Colorado
and be satisfactory to the City. All policies as required herein shall contain a waiver of
subrogation by the insurer against City.
18. Termination Due to Fire or Similar Catastrophe. If, absent negligence or fault
on the part of Operator, the Premises shall be damaged by fire or other catastrophe so as to
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render said premises wholly untenantable, and if such damage is so great that a competent
licensed architect in good standing in Pitkin County, Colorado, as selected by the City within
fourteen (14) days from the date of loss, shall certify in writing to the City and Operator that
the Premises, with reasonable diligence, cannot be made fit for occupancy within ninety (90)
days from the happening of the occurrence of the damage, then this Agreement may terminate
and City may re-enter and take possession. Such a termination of the Agreement shall not
forgive Operator's obligations to return the Premises to City in as good repair as when Operator
originally assumed possession thereof, regular and ordinary wear and tear excepting. Alterna-
tively, Operator shall subordinate its rights and interests in any insurance proceeds as provided
for in any insurance policy as required by this Agreement. If, however, the damage is not such
as to prevent reoccupation and use of the Premises within ninety (90) days, then repairs thereto
shall be undertaken by Operator with all reasonable speed to restore the Premises to its former
condition and the Agreement shall remain in effect. Operator's duties and obligations to provide
services to the City as herein set forth shall be suspended during those time periods wherein the
Premises are unfit for normal business activities due to fire or other catastrophe, and/or repair
activities associated therewith.
19. City to be Named as Co-Insured or Additional Insured. Operator shall name City
as co-insured or additional insured on all insurance policies and such policies shall include a
provision that written notice of any non-renewal, cancellation or material change in a policy by
the insurer shall be delivered to City thirty (30) days in advance of the effective date.
20. Repairs and Alterations By Operator. Operator, upon City's written consent,
may, at its own expense, make reasonable and necessary alterations or improvements to the
Premises. All alterations, additions and improvements shall be performed in a workmanlike
manner, in accordance with all applicable building and safety codes, and shall not weaken or
impair the structural strength or lessen the value of the premises. All alterations, additions and
improvements made in or to the Premises shall be the property of City and remain and be
surrendered with the Premises upon termination of this lease. Operator agrees that prior to any
construction or installation of alterations, additions or improvements, Operator shall post on the
Premises in a conspicuous place a notice of non-liability for mechanic's lien as specified at
C.R.S. Section 38-22-105 on behalf of City and shall notify City of such posting and the exact
location of same. Perfection of a mechanic's lien against the Premises as result of Operator's
acts or omissions may be treated by City as a material breach of this lease.
21. Repairs and Alterations By Cif. City reserves the right, from time to time, at
its own expense and by its officials, employees and contractors, to make such alterations,
renovations or repairs in and about the Premises, other than those noted above as required by
Operator, as City deems necessary or desirable and Operator covenants to make no claim against
City for any interference with its interest as herein provided in the premises. City shall provide
reasonable notice to Operator in advance of any intent to undertake alterations or repairs as
authorized in this paragraph and all work shall be performed at such times as mutually agreed
to between the parties so as to eliminate or minimize any disruption of Operator's business.
22. Condemnation. If during the term of this Agreement, or any renewal of it, the
whole or part of the Premises, or such portion as will make the Premises unusable for the
purpose leased, or the leasehold interest, be condemned by public authority, including City, for
6
public use, then this Agreement shall cease as of the date of the vesting of title in the Premises
in such condemning authority, or when possession is given to such authority, whichever event
occurs first. Operator shall not be entitled to any part of any condemnation award for the value
of the unexpired term of this Agreement or for any other estate or interest in the Premises, such
amount belonging entirely to City.
23. Assignment of Agreement. Operator shall not assign, pledge, sublease or other-
wise dispose of or encumber this lease, or the leased Premises, without the prior written consent
of the City. Operator shall, likewise, not permit any third party to occupy or use the Premises
absent the prior written consent of the City. A3.
24. 1m. Operator shall not place any signs upon the Premises or upon the buildin
except of such design and construction as may be permitted by City. It is understood by the
parties that placement of an identification sign or signs is important and necessary to Operator's
business. Any sign permitted by City shall at all times comply with applicable ordinances, rules
and regulations.
25. Breach By Operator Defined. If Operator shall fail to timely comply with any of
the terms or conditions of this Agreement or any notice given under it, or shall become
insolvent, or shall have or attempt to make an assignment for the benefit of creditors, or if any
of its property be attached and such attachment is not promptly released, or if an execution be
issued against it, or, if a petition be filed by or against it, to have it adjudicated a bankrupt, or
if a trustee or receiver shall be created or appointed to take charge of its assets, or if it shall
abandon the premises for a period of more than seventy-two (72) hours, then at any time
afterwards City may treat such act or omission as a breach of this Agreement and, at its option,
enter into the Premises and remove all persons and take and retain possession thereof either with
or without process of law.
26. City's Remedy for Breach. Any breach, default or failure by Operator to perform
any of the duties or obligations assumed by Operator under this Agreement, including, but not
limited to, prompt payment of rent when due, shall be cause for termination of the Agreement
by City in the manner set forth in this paragraph. City shall deliver to Operator five (5) days
prior written notice of its intention to terminate this Agreement, including in the notice a
reasonable description of the breach, default or failure. If within that five (5) days Operator
shall fail or refuse to cure, adjust or correct the breach, default or failure to the reasonable satis-
faction of City, then City shall have the right to declare this Agreement terminated and all
rights, powers and privileges of Operator as provided through the Agreement shall cease, and
Operator shall immediately vacate the entire Premises and shall make no claim of any kind
against City by reason of the termination. The five (5) days' prior written notice shall be
conclusively determined to have been delivered to Operator by the posting of same upon the
main business entrance to the Premises, or at the time it is deposited in the U.S. Mail, certified,
postage prepaid, addressed to the address set forth at paragraph 31 herein.
27. Non-Waiver of Rights. Any failure by City to so terminate this Agreement as
herein provided after the breach, default or failure by Operator to adhere to the terms of the
Agreement shall not be deemed or construed to be a waiver or continuing waiver by City of any
rights to terminate the Agreement for any present or subsequent breach, default or failure.
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28. Termination By Operator. Operator may terminate this Agreement and be
relieved of all obligations hereunder by providing City thirty (30) days written notice of its intent
to terminate. Upon receipt of such notice, City may participate in the operations of the
concession stand with Operator to accommodate the transition of concession stand management
from Operator to the City. Operator shall provide a full accounting of all funds, costs and
equipment upon termination. City may apply the rent and damage deposit required by paragraph
5 herein for any unpaid rent that is due and owing or for any damages to the premises, fixtures
or City owned equipment.
29. Non-Discrimination. Operator agrees to comply with all laws, ordinances, rules
and regulations that may pertain or apply to the Premises and its use. In performing under the
Agreement, Operator shall not discriminate against any worker, employee or job applicant, or
any member of the public, because of race, color, creed, religion, ancestry, national origin, sex,
age, marital status, physical handicap, affectional or sexual orientation, family responsibility or
political affiliation, nor otherwise commit an unfair employment practice.
30. Independent Contractor Status It is expressly acknowledged and understood by
the parties that nothing contained in this agreement shall result in, or be construed as establishing
an employment relationship. To the extent that this Agreement may be construed as requiring
Operator to provide services to or on behalf of City, Operator shall be, and shall perform as,
an independent contractor who agrees to use his or her best efforts to provide the said services
on behalf of the City. No agent, employee, or servant of Operator shall be, or shall be deemed
to be, the employee, agent or servant of the City. City is interested only in the results obtained
under this Agreement. The manner and means of conducting the work are under the sole control
of Operator. None of the benefits provided by City to its employees including, but not limited
to, workers' compensation insurance and unemployment insurance, are available from City to
the employees, agents or servants of Operator. Operator shall be solely and entirely responsible
for its acts and for the acts of Operator's agents, employees, servants and subcontractors during
the performance of this Agreement. Operator shall indemnify City against all liability and loss
in connection with, and shall assume full responsibility for payment of all federal, state and local
taxes or contributions imposed or required under unemployment insurance, social security and
income tax law, with respect to Operator and/or Operator's employees engaged in the per-
formance of the services agreed to herein.
31. Notice. Whenever this Agreement calls for or provides for notice and notice is
not otherwise specified, the same shall be provided in writing and shall be served on the
person(s) as designated by the parties below, either in person or by certified mail, postage
prepaid and return receipt requested:
For City: Aspen City Manager
130 South Galena Street
Aspen, Colorado 81611
For Operator: Thin Air Foods, Inc.
c/o
z,
8
The parties may change or add such designated person(s) or addresses as may be
necessary from time to time in writing.
32. Compliance With Applicable Laws. Operator shall comply with all applicable
federal, state and local laws and regulations governing the operation of the Premises as a snack
bar concession stand.
33. Licenses and Permits. Operator shall obtain and pay for all permits and licenses
that may be required for the operation of the snack bar concession stand.
34. Binding Effect. All of the terms and conditions as contained in this Agreement
shall inure to the benefit of and be binding upon the successors and assigns of the parties.
35. Controlling_Law. This Agreement shall be enforced and interpreted in accordance
with the laws of the State of Colorado. Any action brought to enforce or interpret this
Agreement shall be brought in the District Court in and for Pitkin County, Colorado. In the
event of litigation between the parties concerning this Agreement or matters arising therefrom,
the prevailing party shall be awarded its costs and reasonable attorney's fees.
36. Entire Agreement. This instrument constitutes the entire agreement by the parties
concerning the Premises and shall supplant and supersede any previous agreements between the
parties pertinent to the Premises. Any prior or contemporaneous oral or written agreement that
purports to vary from the terms as set forth herein shall be void and of no effect.
37. Amendments. Except as otherwise provided herein, this agreement and all of its
terms and conditions may not be amended or modified absent a written agreement duly executed
by the parties.
WHEREFORE, the parties, through their duly authorized representatives, have executed
this lease upon the dates as set forth herein.
THE CITY OF ASPEN
L 57
ATTEST: John S. Bennett, Mayor
Kathryn S.
MU
ch, City Clerk
PERATOR:
Thin i o , In .
laststnd.agr
Thin Air Foods, Inc. does hereby grant to the City of Aspen, pursuant to Section 10(e) of that
cer n A regiment for the Lease and Operation of the Concession Stand at Iselin Park dated
permission to dispense, sell or give away for free, beverages to the
public on July 11, July 12 and August 28, 1993.
Thin Air Foods, Inc.
By:
Y
10
EXHIBIT "A"
LOCATION OF ISELIN PARK CONCESSION STAND
The Iselin Park Concession Stand is located at 433 Maroon Creek
Road located in the boundaries of Pitkin County, Colorado.
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EXHIBIT "B"
WORK TO BE PREFORMED BY THE CITY OF ASPEN
The City of Aspen shall paint the exterior of the premises .
The City of Aspen shall upgrade electrical at premises so that it
meets code .
The City of Aspen shall move interior lighting at premises as to
allow Thin Air Foods Inc . to install new grill and vent hood.
The City of Aspen shall build doorway between the front area of
premises and back room designated in the attachment .
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