HomeMy WebLinkAboutagenda.council.special20220927AGENDA
CITY COUNCIL REGULAR
MEETING
September 27, 2022
3:00 PM, City Council Chambers
427 Rio Grande Place
I.Call to Order
II.Roll Call
III.Scheduled Public Appearances
IV.Citizens Comments & Petitions
V.Special Orders of the Day
VI.Consent Calendar
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PROCLAMATION regarding the 6 th Global Meeting of the Mountain Partnership
(Time for any citizen to address Council on issues NOT scheduled for a public hearing.
Please limit your comments to 3 minutes)
a) Councilmembers' and Mayor's Comments b) Agenda Amendments c) City Manager's
Comments d) Board Reports
(These matters may be adopted together by a single motion)
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VI.A Resolution #111, Series of 2022 - Contract with Norris for the Iselin Courts Design and
Engineering
VI.B Resolution #112, Series of 2022 - Aspen Pitkin IGA for Moore Ranch Acquisition
VI.C Resolution #110, Series of 2022 - Maroon Creek Multi-Use Trail Phase 2 Contract
VI.D Board Appointments
VI.E Draft Minutes of August 9th, August 29th, and September 6th
VII.Notice of Call-Up
VIII.First Reading of Ordinances
IX.Public Hearings
X.Action Items
X.A Resolution #113, Series of 2022 - Cooper Street Amendment to Covenants
X.B Resolution #114, Series of 2022 - Sale of Isis Theater Building
XI.Adjournment
220927 Council Memo Iselin Courts Design.docx
220927 Iselin Courts Design Reso.doc
220831 Norris Professional Services Agreement.pdf
112-2022 Aspen Pitkin IGA Moore Ranch Memo.docx
Resolution #112-2022_Open_Space_Moore_Ranch_Resolution.doc
Moore Ranch IGA - City changes.docx
2022-110 Maroon Creek Multi Use Trail Phase 2 Memo js.docx
2022-110 Maroon Creek Multi Use Trail Phase 2 Reso.doc
Professional Services Agreement-OTAK-Phase 2.pdf
Board Appointment Memo 092222.docx
cc.min.080922.docx
cc.min.082922.docx
cc.min.090622.docx
Council Memo re First Amendment to Covenants (Final 9-22-22).docx
Resolution #113 (Series of 2022).docx
First Amendment to Restrictive Covenants19743531v3.docx
Amended Deed Restriction - recorded.pdf
Sale of Isis Theater to Aspen Film - Memo.docx
Resolution #114 (Transfer to Aspen Film).docx
Isis Theater Purchase Contract - ALPC 9-22-22.docx
Release of Leased Property and Termination of Site Lease and Lease.docx
First Amendment to Restrictive Covenants (Aspen - Aspen Film) 09-22-22 (002).docx
2
MEMORANDUM
TO:Mayor and City Council
FROM:Mike Tunte, Landscape Architect and Construction Manager
THROUGH:Matt Kuhn, Parks and Open Space Director
MEETING DATE:September 27, 2022
RE:Professional Design Services for the Iselin Courts, Resolution #111
REQUEST OF COUNCIL:
The Parks and Open Space Department is seeking Council approval for a contract with Norris Design for
professional design services for the Iselin Courts.
SUMMARY / BACKGROUND:
The Parks and Open Space department originally designed the Iselin Courts to accommodate two tennis
courts. As uses have changed to include a significant increase in pickleball play, the aging facility has
been restriped and retrofitted to accommodate four pickleball courts and one tennis court. A survey and
public outreach were conducted from July to September of 2021, indicating a dedicated support for a re-
imagined facility providing expanded pickleball. Strong support was shown for a preferred alternative
that was presented during an on-site public open house in July 2022.
DISCUSSION:
Parks and Open Space staff worked closely with our Communications Department on developing and
implementing a community outreach strategy. Utilizing open houses and a community survey, we asked for
feedback on the Iselin Courts. Community members were notified directly, through stakeholders and
through social media. It is anticipated that staff will present the updated concept to the public through
the Aspen Community Voice platform.
3
Replacement of the Iselin courts is anticipated to provide seven regulation pickleball courts and one
tennis court, which better aligns with the use patterns observed on site and identified in the public
outreach.
Following a community outreach process, Parks and Open Space staff developed a conceptual design for
the Iselin Tennis and Pickleball Facility which includes:
Removal of existing courts
Relocation of the maintenance sheds
One tennis court and seven pickleball courts
Entry plaza
Prefabricated bathroom with kiosk
Bike Parking
Central gathering area with shade structure
Overlook area on berm
Realigned Highlands Trail
Modifications to Iselin Trail
Iselin Courts Preferred Alternative
4
A Request for Proposalswas issued by City of Aspen in July 2022to further develop the conceptual design
and prepare construction documentation. Wereceived threeinitial responsesand Norris Design was rated
the highest by our selection committee as our preferred consultant. We anticipate preparation of
construction documentation in 2022 with construction occurring in 2023.
The selected vendor, Norris Design, will work with the City of Aspen Parks and Open Space staff to refine
a previously developed conceptual alternative and prepare construction documentation which is
reflective of Aspen and the occurring court uses. Careful consideration will be given to elegantly fitting
into a constrained site, amenities, tree preservation and reestablishment of vegetation.
We will work with the Open Space and Trails Board (OSTB) and the ARC Advisory board as the design is
developed. The refined concept will be presented to the publicand a contract for construction is anticipated
to be presented to Council in late winter or early spring of 2023.
FINANCIAL/BUDGET IMPACTS:
The contract for the designof the Iselin Courts is included in the 2022 Parks Fund Capital Project Budget,
as project 50992 Iselin Tennis Court Replacement. The purchase is part of the Parks fund (100). The
contract amount for professional design services is $169,190 and the current budget allocation for this
project is $391,256. The proposed 2023 budget for construction is $2.8 million.
ENVIRONMENTAL IMPACTS:
The proposed courts represent an expansion of the court surface. The location is well served by public
transit and pedestrian / bike trails.
ALTERNATIVES
Council can suggest an alternative approach to contracting design services.
STAFF RECOMMENDATIONS:
Parks and Open Space Staff recommends approval of the contract with Norris Design for professional
design service for the Iselin Courts.
CITY MANAGER COMMENTS:
5
RESOLUTION #111
(Series of 2022)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN,
COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN
AND NORRIS DESIGN AUTHORIZING THE CITY MANAGER TO
EXECUTE SAID CONTRACT ON BEHALF OF THE CITY OF ASPEN,
COLORADO.
WHEREAS, there has been submitted to the City Council a contract for
Professional Design Services for the Iselin Courts, between the City of Aspen and
Norris Design, a true and accurate 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 that Contract
for Professional Design Services for the Iselin Courts, between the City of Aspen
and Norris Design, a copy of which is annexed hereto and incorporated herein, and
does hereby authorize the City Manager to execute said agreement on behalf of the
City of Aspen.
INTRODUCED, READ AND ADOPTED by the City Council of the City of
Aspen on the 27
th day of September 2022.
Torre, Mayor
I, Nicole Henning, 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, September 27, 2022.
Nicole Henning, City Clerk
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Agreement Professional Services Page 0
CITY OF ASPEN STANDARD FORM OF AGREEMENT
PROFESSIONAL SERVICES
City of Aspen Contract No.: ____________.
AGREEMENT made this 1st day of September in the year 2022.
BETWEEN the City:
Contract Amount:
The City of Aspen
c/o Sara Ott
427 Rio Grande Place
Aspen, Colorado 81611
Phone: (970) 920-5079
And the Professional:
Norris Design
c/o Brandi Rice
P.O. Box 2320
409 East Main Street
Frisco, CO 80443
Phone: 970.368.7068
For the Following Project:
Iselin Tennis and Pickleball Facility
Exhibits appended and made a part of this Agreement:
The City and Professional agree as set forth below.
If this Agreement requires the City to pay
an amount of money in excess of
$50,000.00 it shall not be deemed valid
until it has been approved by the City
Council of the City of Aspen.
City Council Approval:
Date: ___________________________
Resolution No.:___________________
Exhibit A: Scope of Work and Fee
Total: $169,190
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Agreement Professional Services Page 1
1. Scope of Work. Professional shall perform in a competent and professional manner the
Scope of Work as set forth at Exhibit A attached hereto and by this reference incorporated herein.
2. Completion. Professional shall commence Work immediately upon receipt of a written Notice
to Proceed from the City and complete all phases of the Scope of Work as expeditiously as is
consistent with professional skill and care and the orderly progress of the Work in a timely manner.
The parties anticipate that all Work pursuant to this Agreement shall be completed no later than
May 30, 2023. Upon request of the City, Professional shall submit, for the City's approval, a
schedule for the performance of Professional's services which shall be adjusted as required as the
project proceeds, and which shall include allowances for periods of time required by the City's
project engineer for review and approval of submissions and for approvals of authorities having
jurisdiction over the project. This schedule, when approved by the City, shall not, except for
reasonable cause, be exceeded by the Professional.
3. Payment. In consideration of the work performed, City shall pay Professional on a time and
expense basis for all work performed. The hourly rates for work performed by Professional shall not
exceed the fees set forth in Exhibit A appended hereto. Except as otherwise mutually agreed to by
the parties the payments made to Professional shall not initially exceed the amount set forth above.
Professional shall submit, in timely fashion, invoices for work performed. The City shall review
such invoices and, if they are considered incorrect or untimely, the City shall review the matter with
Professional within ten days from receipt of the Professional's bill.
4. Non-Assignability. Both parties recognize that this Agreement is one for personal services
and cannot be transferred, assigned, or sublet by either party without prior written consent of the
other. Sub-Contracting, if authorized, shall not relieve the Professional of any of the responsibilities
or obligations under this Agreement. Professional shall be and remain solely responsible to the City
for the acts, errors, omissions or neglect of any subcontractors’ officers, agents and employees, each
of whom shall, for this purpose be deemed to be an agent or employee of the Professional to the
extent of the subcontract. The City shall not be obligated to pay or be liable for payment of any
sums due which may be due to any sub-contractor.
5. Termination of Procurement. The sale contemplated by this Agreement may be
canceled by the City prior to acceptance by the City whenever for any reason and in its sole
discretion the City shall determine that such cancellation is in its best interests and convenience.
6. Termination of Professional Services. The Professional or the City may terminate the
Professional Services component of this Agreement, without specifying the reason therefor, by
giving notice, in writing, addressed to the other party, specifying the effective date of the
termination. No fees shall be earned after the effective date of the termination. Upon any
termination, all finished or unfinished documents, data, studies, surveys, drawings, maps, models,
photographs, reports or other material prepared by the Professional pursuant to this Agreement
shall become the property of the City. Notwithstanding the above, Professional shall not be
relieved of any liability to the City for damages sustained by the City by virtue of any breach of
this Agreement by the Professional, and the City may withhold any payments to the Professional
for the purposes of set-off until such time as the exact amount of damages due the City from the
Professional may be determined.
7. 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
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employment relationship. Professional 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 Professional 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 contract. The manner
and means of conducting the work are under the sole control of Professional. 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
Professional. Professional shall be solely and entirely responsible for its acts and for the acts of
Professional's agents, employees, servants and subcontractors during the performance of this
contract. Professional 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 Professional and/or Professional's employees engaged in the performance of the services
agreed to herein.
8. Indemnification. Professional agrees to indemnify and hold harmless the City, its officers,
employees, insurers, and self-insurance pool, 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 loss of any kind
whatsoever, which arise out of or are in any manner connected with this contract, to the extent and
for an amount represented by the degree or percentage 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 wrongful act, omission,
error, professional error, mistake, negligence, or other fault of the Professional, any subcontractor of
the Professional, or any officer, employee, representative, or agent of the Professional or of any
subcontractor of the Professional, or which arises out of any workmen's compensation claim of any
employee of the Professional or of any employee of any subcontractor of the Professional. The
Professional agrees to investigate, handle, respond to, and to provide defense for and defend against,
any such liability, claims or demands at the sole expense of the Professional, or at the option of the
City, agrees to pay the City or reimburse the City for the defense costs incurred by the City in
connection with, any such liability, claims, or demands. If it is determined by the final judgment of
a court of competent jurisdiction that such injury, loss, or damage was caused in whole or in part by
the act, omission, or other fault of the City, its officers, or its employees, the City shall reimburse
the Professional for the portion of the judgment attributable to such act, omission, or other fault of
the City, its officers, or employees.
9. Professional's Insurance.
(a) Professional agrees to procure and maintain, at its own expense, a policy or policies
of insurance sufficient to insure against all liability, claims, demands, and other obligations
assumed by the Professional pursuant to Section 8 above. Such insurance shall be in
addition to any other insurance requirements imposed by this contract or by law. The
Professional shall not be relieved of any liability, claims, demands, or other obligations
assumed pursuant to Section 8 above by reason of its failure to procure or maintain
insurance, or by reason of its failure to procure or maintain insurance in sufficient amounts,
duration, or types.
(b) Professional shall procure and maintain, and shall cause any subcontractor of the
Professional to procure and maintain, the minimum insurance coverages listed below. Such
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coverages shall be procured and maintained with forms and insurance acceptable to the City.
All coverages shall be continuously maintained to cover all liability, claims, demands, and
other obligations assumed by the Professional pursuant to Section 8 above. In the case of
any claims-made policy, the necessary retroactive dates and extended reporting periods shall
be procured to maintain such continuous coverage.
(i) Worker's Compensation insurance to cover obligations imposed by
applicable laws for any employee engaged in the performance of work under this
contract, and Employers' Liability insurance with minimum limits of ONE
MILLION DOLLARS ($1,000,000.00) for each accident, ONE MILLION
DOLLARS ($1,000,000.00) disease - policy limit, and ONE MILLION DOLLARS
($1,000,000.00) disease - each employee. Evidence of qualified self-insured status
may be substituted for the Worker's Compensation requirements of this paragraph.
(ii) Commercial General Liability insurance with minimum combined single
limits of TWO MILLION DOLLARS ($2,000,000.00) each occurrence and THREE
MILLION DOLLARS ($3,000,000.00) aggregate. The policy shall be applicable to
all premises and operations. The policy shall include coverage for bodily injury,
broad form property damage (including completed operations), personal injury
(including coverage for contractual and employee acts), blanket contractual,
independent contractors, products, and completed operations. The policy shall
include coverage for explosion, collapse, and underground hazards. The policy shall
contain a severability of interests provision.
(iii) Comprehensive Automobile Liability insurance with minimum combined
single limits for bodily injury and property damage of not less than ONE MILLION
DOLLARS ($1,000,000.00) each occurrence and ONE MILLION DOLLARS
($1,000,000.00) aggregate with respect to each Professional's owned, hired and non-
owned vehicles assigned to or used in performance of the Scope of Work. The
policy shall contain a severability of interests provision. If the Professional has no
owned automobiles, the requirements of this Section shall be met by each employee
of the Professional providing services to the City under this contract.
(iv) Professional Liability insurance with the minimum limits of ONE MILLION
DOLLARS ($1,000,000) each claim and TWO MILLION DOLLARS ($2,000,000)
aggregate.
(c) The policy or policies required above shall be endorsed to include the City and the City's
officers and employees as additional insureds. Every policy required above shall be primary
insurance, and any insurance carried by the City, its officers or employees, or carried by or
provided through any insurance pool of the City, shall be excess and not contributory
insurance to that provided by Professional. No additional insured endorsement to the policy
required above shall contain any exclusion for bodily injury or property damage arising
from completed operations. The Professional shall be solely responsible for any deductible
losses under any policy required above.
(d) The certificate of insurance provided to the City shall be completed by the Professional's
insurance agent as evidence that policies providing the required coverages, conditions, and
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minimum limits are in full force and effect, and shall be reviewed and approved by the City
prior to commencement of the contract. No other form of certificate shall be used. The
certificate shall identify this contract and shall provide that the coverages afforded under the
policies shall not be canceled, terminated or materially changed until at least thirty (30) days
prior written notice has been given to the City.
(e) Failure on the part of the Professional to procure or maintain policies providing the
required coverages, conditions, and minimum limits shall constitute a material breach of
contract upon which City may immediately terminate this contract, or at its discretion City
may procure or renew any such policy or any extended reporting period thereto and may pay
any and all premiums in connection therewith, and all monies so paid by City shall be repaid
by Professional to City upon demand, or City may offset the cost of the premiums against
monies due to Professional from City.
(f) City reserves the right to request and receive a certified copy of any policy and any
endorsement thereto.
(g) The parties hereto understand and agree that City is relying on, and does not waive or
intend to waive by any provision of this contract, the monetary limitations (presently
$350,000.00 per person and $990,000 per occurrence) or any other rights, immunities, and
protections provided by the Colorado Governmental Immunity Act, Section 24-10-101 et
seq., C.R.S., as from time to time amended, or otherwise available to City, its officers, or its
employees.
10. City's Insurance. The parties hereto understand that the City is a member of the Colorado
Intergovernmental Risk Sharing Agency (CIRSA) and as such participates in the CIRSA Proper-
ty/Casualty Pool. Copies of the CIRSA policies and manual are kept at the City of Aspen Risk
Management Department and are available to Professional for inspection during normal business
hours. City makes no representations whatsoever with respect to specific coverages offered by
CIRSA. City shall provide Professional reasonable notice of any changes in its membership or
participation in CIRSA.
11. Completeness of Agreement. It is expressly agreed that this agreement contains the entire
undertaking of the parties relevant to the subject matter thereof and there are no verbal or written
representations, agreements, warranties or promises pertaining to the project matter thereof not
expressly incorporated in this writing.
12. Notice. Any written notices as called for herein may be hand delivered or mailed by
certified mail return receipt requested to the respective persons and/or addresses listed above.
13. Non-Discrimination. No discrimination because of race, color, creed, sex, marital status,
affectional or sexual orientation, family responsibility, national origin, ancestry, handicap, or
religion shall be made in the employment of persons to perform services under this contract.
Professional agrees to meet all of the requirements of City's municipal code, Section 15.04.570,
pertaining to non-discrimination in employment.
14. Waiver. The waiver by the City of any term, covenant, or condition hereof shall not operate
as a waiver of any subsequent breach of the same or any other term. No term, covenant, or condition
of this Agreement can be waived except by the written consent of the City, and forbearance or
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indulgence by the City in any regard whatsoever shall not constitute a waiver of any term, covenant,
or condition to be performed by Professional to which the same may apply and, until complete
performance by Professional of said term, covenant or condition, the City shall be entitled to invoke
any remedy available to it under this Agreement or by law despite any such forbearance or
indulgence.
15. Execution of Agreement by City. This Agreement shall be binding upon all parties hereto
and their respective heirs, executors, administrators, successors, and assigns. Notwithstanding
anything to the contrary contained herein, this Agreement shall not be binding upon the City unless
duly executed by the Mayor of the City of Aspen (or a duly authorized official in his absence)
following a Motion or Resolution of the Council of the City of Aspen authorizing the Mayor (or a
duly authorized official in his absence) to execute the same.
16. Worker Without Authorization prohibited – CRS §8-17.5-101 & §24-76.5-101
Purpose. During the 2021 Colorado legislative session, the legislature passed House Bill 21-
1075 that amended current CRS §8-17.5-102 (1), (2)(a), (2)(b) introductory portion, and
(2)(b)(III) as it relates to the employment of and contracting with a “worker without
authorization” which is defined as an individual who is unable to provide evidence that the
individual is authorized by the federal government to work in the United States. As amended,
the current law prohibits all state agencies and political subdivisions, including the Owner, from
knowingly hiring a worker without authorization to perform work under a contract, or to
knowingly contract with a Consultant who knowingly hires with a worker without authorization
to perform work under the contract. The law also requires that all contracts for services include
certain specific language as set forth in the statutes. The following terms and conditions have
been designed to comply with the requirements of this new law.
Definitions. The following terms are defined by this reference are incorporated herein and in any
contract for services entered into with the Owner.
1. "E-verify program" means the electronic employment verification program created in Public
Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as
amended, that is jointly administered by the United States Department of Homeland Security and
the social security Administration, or its successor program.
2. "Department program" means the employment verification program established pursuant to
Section 8-17.5-102(5)(c).
3. "Public Contract for Services" means this Agreement.
4. "Services" means the furnishing of labor, time, or effort by a Consultant or a subconsultant not
involving the delivery of a specific end product other than reports that are merely incidental to
the required performance.
5. “Worker without authorization” means an individual who is unable to provide evidence that
the individual is authorized by the federal government to work in the United States
By signing this document, Consultant certifies and represents that at this time:
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1. Consultant shall confirm the employment eligibility of all employees who are newly hired for
employment to perform work under the public contract for services; and
2. Consultant has participated or attempted to participate in either the e-verify program or the
department program in order to verify that new employees are not workers without authorization.
Consultant hereby confirms that:
1. Consultant shall not knowingly employ or contract with a worker without authorization to
perform work under the Public Contract for Services.
2. Consultant shall not enter into a contract with a subconsultant that fails to certify to the
Consultant that the subconsultant shall not knowingly employ or contract with a worker without
authorization to perform work under the Public Contract for Services.
3. Consultant has confirmed the employment eligibility of all employees who are newly hired for
employment to perform work under the public contract for services through participation in
either the e-verify program or the department program.
4. Consultant shall not use the either the e-verify program or the department program procedures
to undertake pre-employment screening of job applicants while the Public Contract for Services
is being performed.
If Consultant obtains actual knowledge that a subconsultant performing work under the Public
Contract for Services knowingly employs or contracts with a worker without authorization,
Consultant shall:
1. Notify such subconsultant and the Owner within three days that Consultant has actual
knowledge that the subconsultant is employing or subcontracting with a worker without
authorization: and
2. Terminate the subcontract with the subconsultant if within three days of receiving the notice
required pursuant to this section the subconsultant does not stop employing or contracting with
the worker without authorization; except that Consultant shall not terminate the Public Contract
for Services with the subconsultant if during such three days the subconsultant provides
information to establish that the subconsultant has not knowingly employed or contracted with a
worker without authorization.
Consultant shall comply with any reasonable request by the Colorado Department of Labor and
Employment made in the course of an investigation that the Colorado Department of Labor and
Employment undertakes or is undertaking pursuant to the authority established in Subsection 8-
17.5-102 (5), C.R.S.
If Consultant violates any provision of the Public Contract for Services pertaining to the duties
imposed by Subsection 8-17.5-102, C.R.S. the Owner may terminate this Agreement. If this
Agreement is so terminated, Consultant shall be liable for actual damages to the Owner arising
out of Consultant’s violation of Subsection 8-17.5-102, C.R.S.
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It is agreed that neither this agreement nor any of its terms, provisions, conditions,
representations or covenants can be modified, changed, terminated or amended, waived,
superseded or extended except by appropriate written instrument fully executed by the parties.
If any of the provisions of this agreement shall be held invalid, illegal or unenforceable it shall
not affect or impair the validity, legality or enforceability of any other provision.
17. Warranties Against Contingent Fees, Gratuities, Kickbacks and Conflicts of Interest.
(a) Professional warrants that no person or selling agency has been employed or
retained to solicit or secure this Contract upon an agreement or understanding for a
commission, percentage, brokerage, or contingent fee, excepting bona fide employees or
bona fide established commercial or selling agencies maintained by the Professional for
the purpose of securing business.
(b) Professional agrees not to give any employee of the City a gratuity or any offer of
employment in connection with any decision, approval, disapproval, recommendation,
preparation of any part of a program requirement or a purchase request, influencing the
content of any specification or procurement standard, rendering advice, investigation,
auditing, or in any other advisory capacity in any proceeding or application, request for
ruling, determination, claim or controversy, or other particular matter, pertaining to this
Agreement, or to any solicitation or proposal therefore.
(c) Professional represents that no official, officer, employee or representative of the
City during the term of this Agreement has or one (1) year thereafter shall have any
interest, direct or indirect, in this Agreement or the proceeds thereof, except those that
may have been disclosed at the time City Council approved the execution of this
Agreement.
(d) In addition to other remedies it may have for breach of the prohibitions against
contingent fees, gratuities, kickbacks and conflict of interest, the City shall have the right
to:
1. Cancel this Purchase Agreement without any liability by the City;
2. Debar or suspend the offending parties from being a Professional, contractor or
subcontractor under City contracts;
3. Deduct from the contract price or consideration, or otherwise recover, the value of
anything transferred or received by the Professional; and
4. Recover such value from the offending parties.
18. Fund Availability. Financial obligations of the City payable after the current fiscal year
are contingent upon funds for that purpose being appropriated, budgeted and otherwise made
available. If this Agreement contemplates the City utilizing state or federal funds to meet its
obligations herein, this Agreement shall be contingent upon the availability of those funds for
payment pursuant to the terms of this Agreement.
19. General Terms.
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(a) It is agreed that neither this Agreement nor any of its terms, provisions, conditions,
representations or covenants can be modified, changed, terminated or amended, waived,
superseded or extended except by appropriate written instrument fully executed by the
parties.
(b) If any of the provisions of this Agreement shall be held invalid, illegal or
unenforceable it shall not affect or impair the validity, legality or enforceability of any other
provision.
(c) The parties acknowledge and understand that there are no conditions or limitations
to this understanding except those as contained herein at the time of the execution hereof
and that after execution no alteration, change or modification shall be made except upon a
writing signed by the parties.
(d) This Agreement shall be governed by the laws of the State of Colorado as from time
to time in effect. Venue is agreed to be exclusively in the courts of Pitkin County,
Colorado.
20. Electronic Signatures and Electronic Records This Agreement and any
amendments hereto may be executed in several counterparts, each of which shall be deemed an
original, and all of which together shall constitute one agreement binding on the Parties,
notwithstanding the possible event that all Parties may not have signed the same counterpart.
Furthermore, each Party consents to the use of electronic signatures by either Party. The Scope
of Work, and any other documents requiring a signature hereunder, may be signed electronically
in the manner agreed to by the Parties. The Parties agree not to deny the legal effect or
enforceability of the Agreement solely because it is in electronic form or because an electronic
record was used in its formation. The Parties agree not to object to the admissibility of the
Agreement in the form of an electronic record, or a paper copy of an electronic documents, or a
paper copy of a document bearing an electronic signature, on the grounds that it is an electronic
record or electronic signature or that it is not in its original form or is not an original.
21. Successors and Assigns. This Agreement and all of the covenants hereof shall inure to
the benefit of and be binding upon the City and the Professional respectively and their agents,
representatives, employee, successors, assigns and legal representatives. Neither the City nor the
Professional shall have the right to assign, transfer or sublet its interest or obligations hereunder
without the written consent of the other party.
22. Third Parties. This Agreement does not and shall not be deemed or construed to confer
upon or grant to any third party or parties, except to parties to whom Professional or City may
assign this Agreement in accordance with the specific written permission, any right to claim
damages or to bring any suit, action or other proceeding against either the City or Professional
because of any breach hereof or because of any of the terms, covenants, agreements or
conditions herein contained.
23. Attorney’s Fees. In the event that legal action is necessary to enforce any of the
provisions of this Agreement, the prevailing party shall be entitled to its costs and reasonable
attorney’s fees.
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Agreement Professional Services Page 9
24. Waiver of Presumption. This Agreement was negotiated and reviewed through the
mutual efforts of the parties hereto and the parties agree that no construction shall be made or
presumption shall arise for or against either party based on any alleged unequal status of the
parties in the negotiation, review or drafting of the Agreement.
25. Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion.
Professional certifies, by acceptance of this Agreement, that neither it nor its principals is
presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily
excluded from participation in any transaction with a Federal or State department or agency. It
further certifies that prior to submitting its Bid that it did include this clause without modification
in all lower tier transactions, solicitations, proposals, contracts and subcontracts. In the event
that Professional or any lower tier participant was unable to certify to the statement, an
explanation was attached to the Bid and was determined by the City to be satisfactory to the City.
26. Integration and Modification. This written Agreement along with all Contract
Documents shall constitute the contract between the parties and supersedes or incorporates any
prior written and oral agreements of the parties. In addition, Professional understands that no
City official or employee, other than the Mayor and City Council acting as a body at a council
meeting, has authority to enter into an Agreement or to modify the terms of the Agreement on
behalf of the City. Any such Agreement or modification to this Agreement must be in writing
and be executed by the parties hereto.
27. Authorized Representative. The undersigned representative of Professional, as an
inducement to the City to execute this Agreement, represents that he/she is an authorized
representative of Professional for the purposes of executing this Agreement and that he/she has
full and complete authority to enter into this Agreement for the terms and conditions specified
herein.
IN WITNESS WHEREOF, the parties hereto have executed, or caused to be executed by their duly
authorized officials, this Agreement of which shall be deemed an original on the date first written
above.
CITY OF ASPEN, COLORADO: PROFESSIONAL:
________________________________ ______________________________
[Signature] [Signature]
By: _____________________________ By: _____________________________
[Name] [Name]
Title: ____________________________ Title: ____________________________
Date: ___________________ Date: ___________________
Approve as to Form:
_____________________
City Attorney
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BRANDI RICE
9/6/2022 | 5:33:56 PM MDT
Principal
16
Agreement Professional Services Page 10
General Conditions and Special Conditions can be found on City
of Aspen Website.
https://www.cityofaspen.com/497/Purchasing
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PROFESSIONAL DESIGN SERVICES FOR THE
ISELIN TENNIS &
PICKLEBALL FACILITY
Prepared for the
City of Aspen
8.12.2022
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Asal Vojdani, Purchasing
City of Aspen
417 Rio Grande Place
Aspen, Colorado 81611
Asal.Vojdani@aspen.gov
RE: PROFESSIONAL DESIGN SERVICES FOR
THE ISELIN TENNIS & PICKLEBALL FACILITY
Sincerely,
NORRIS DESIGN
BRANDI RICE
Principal, PLA, QWEL | brice@norris-design.com
Norris Design acknowledges the release of Addendum 1
and Addendum 2 in response to questions.
Dear Asal,
Great park facilities are the culmination of intentional planning, an engaged community, and public
investment in a space that inspires creativity, social gathering and celebration! Demand for pickleball has
exploded in recent years — according to an article1 from The New Yorker last month, more than a million
people began playing the game during the pandemic. The natural versatility presented to pair this exciting
new sport with a more traditional tennis facility demonstrates the City’s responsiveness to the recent
demand across the Roaring Fork Valley. As the leading landscape architecture firm in Colorado, our team has
the experience, the technical capabilities and a professional team assembled to deliver creative solutions for
the City of Aspen to make this project a reality.
Norris Design will collaborate with JVA Consulting Engineers and AE Design to provide a strategic multi-
disciplinary design approach in the preparation of a finalized design, construction documents and future
construction observation. The previously completed engagement with the local tennis and pickleball
community will help guide design development, allowing us to connect the community’s priorities with
a design for implementation. Our team’s proven project management and experience collaborating
together will connect and create relationships, and develop the construction documents needed to make
this facility a reality.
We pride ourselves on listening to and collaborating with our clients to get their projects built, by leveraging
our design experience and continually demonstrating our success in delivering projects. Our team supports
creativity, connection and community to improve the quality of the built environment — for every person
who will interact with a space. We put people first in every plan, every design and every brand we create.
Brandi Rice, PLA, QWEL will serve as the Principal in Charge, leading the team and leveraging her unique
understanding of the local community to prioritize the most effective design. As a resident of El Jebel, Brandi’s
connection to the community is tangible and she’s looking forward to being a part of these improvements that
will provide benefit to her community. John Norris, FASLA, PLA, CLARB will play an advisory role, leaning on
more than 35 years of design expertise with an emphasis in sports design. Kevin Kiernan, who is also a local
resident, will be our Project Manager, leveraging his experience building lasting and memorable places. Kevin’s
park facility experience considers context, delivering the best and highest use to communities through practical
and innovative design solutions. Kevin will play a pivotal role in the design and documentation of the project.
We will also leverage our branding, in-house 3D visualization and graphics teams to assist in developing
renderings for concept plans to share with the community, promoting the project.
JVA will contribute to key aspects of the design process, focusing on civil and structural engineering. AE
Design will provide electrical design and lighting expertise.
We look forward to working with you and the City of Aspen team on this exciting addition to the community!
If you have any questions, I can be reached at 970.315.1309 or by email at brice@norris-design.com.
1 “Can Pickleball Save America?”, The New Yorker, July 18, 2022, https://www.newyorker.com/magazine/2022/07/25/can-pickleball-save-america
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3INTRODUCTION
BRANDI RICE, Principal
970.368.7068
brice@norris-design.com
PRIME CONTACT
Norris Design is an award-winning planning, landscape architecture
and branding firm proud to be celebrating 15 years in Frisco, Colorado!
Headquartered in Denver, Norris Design has regional offices in Fort Collins;
Flagstaff, Phoenix and Tucson, Arizona; Austin and Dallas, Texas; and Tulsa,
Oklahoma. Our team’s local knowledge and experience in addition to
our planning, landscape architecture and branding expertise nationwide
presents a unique resource for the City of Aspen.
With more than 175 staff members, we have a deep bench of experienced
and diverse staff to respond efficiently and effectively to projects of every
type and size. Our team is accustomed to working on projects nationally,
sharing information digitally and communicating in detail. We can call
on our extended team on an as-needed basis to supplement our locally-
based staff. With this bandwidth of talent and expertise, Norris Design can
provide the versatility, quality and capacity that the City will expect.
The Norris Design team primarily responsible for the work on this project
will be a combination of team members who live locally and some team
members from our Denver office — a team crafted intentionally for this
effort. Beyond this core team, we will match the appropriate staff based
on the anticipated tasks and schedules. Our team strives to create lasting
impressions by working collaboratively with communities to achieve
desired outcomes while balancing project schedules and budgets. We
provide specialized services including the following:
INTRODUCTION
• Community/Public Engagement
• Construction Services
• Development Coordination
• Entitlements
• Environmental Graphics
• GIS Services
• Graphic Design
• Irrigation Design
• Master Planning
• Parks & Recreation Planning
• Photography
• Urban Planning & Design
• Video Production
• 3D Visualization
38 LICENSED LANDSCAPE
ARCHITECTS
1 SITES ACCREDITED
PROFESSIONAL
8 CERTIFIED PLANNERS
12 LEED® ACCREDITED
PROFESSIONALS
3 CERTIFIED IRRIGATION
DESIGNERS
Norris Design team members at an All-staff Retreat in May 2022
6 QUALIFIED WATER
EFFICIENT LANDSCAPERS
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4 QUALIFICATIONS & EXPERIENCE
APEX Tennis Center
Arvada, Colorado | Completed in 2018 | 5 acres
Norris Design worked with the APEX Park and Recreation
District and the design team on the award-winning APEX
Tennis Center. The facility features four indoor courts and
eight outdoor courts centered around a unique midway,
allowing for match viewing integrated with an outdoor
covered player plaza. The original courts were built in 1976
and owned by the City of Arvada. APEX constructed the new
outdoor courts and the indoor facility as part of the District’s
2016 bond projects. In 2019, The United States Tennis
Association (USTA) recognized the Center with an award for
excellence. The award was based on its “superior lighting,
ventilation, court surface, accessibility and viewing areas,”
according to a USTA press release.
Zack S. Parrish III Memorial Park
Castle Rock, Colorado | Completed in 2019 | 5.5 acres
This 5.5-acre neighborhood park integrates a memorial
dedicated to Deputy Zack S. Parrish III, the Douglas County
Sheriff’s Deputy and former Castle Rock police officer who
was killed in the line of duty on Dec. 31, 2017. The park
provides the community a place for both recreation and
reflection. Amenities include multiple play structures, picnic
pavilions, permanent cornhole boards, pickle ball and bocce
ball courts, a hammock area, multi-use fields and connections
to community trails. After dusk, glow-in-the-dark pathways
draw visitors alongside the memorial at the park’s edge.
This project received the 2019 American Society of
Landscape Architects Colorado Chapter Merit Award in
the Design Category.
Robert F. Clement Park Tennis &
Pickleball Courts
Littleton, Colorado | Ongoing | 5 acres
This 5-acre project is focused on the renovation and
replacement of the existing batting cages and tennis
courts with new tennis and pickleball court. The project
includes two new, and one renovated, tennis courts and
nine pickleball courts. Lighting services and design will be
constructed for the courts to be used during evening hours.
Additional amenities include new playgrounds, seating and
picnic areas, replacement of aging trees and replacement of
existing irrigation system.
CLEMENT PARK | TENNIS AND PICKLEBALL COURTS04/08/2021
SCALE: 1”=20’
0 10 20 404 EXISTING TENNIS COURTS
NORTH
RESURFACE EXISTING
TENNIS COURT, INSTALL
NEW LIGHTING
3 LIGHTED
TENNIS
COURTS10 LIGHTED
PICKLEBALL
COURTS
PLAYGROUND
(1,250 SF)
REPLACE/
RECONFIGURE
CONCRETE
EXISTING VOLLEYBALL
COURTS TO REMAIN
REMOVE
PLAYGROUND
ADA
COMPLIANT
PARKING
ADA
COMPLIANT
PARKING MAINTENANCE ACCESS, TYP.
RETAINING
WALL, TYP.
12” WIDE CONCRETE
MOWSTRIP
MAINTENANCE ACCESS, TYP.
BENCH PAD, TYP.
SMALL SHELTER W/
BENCH SEATING, TYP.
CONCRETE SEAT BLOCKS
SMALL SHELTER W/
BENCH SEATING, TYP.
CONCRETE SEAT BLOCKS
PICNIC PAD, TYP.
EXISITNG UTILITY
EASEMENT
MAINTENANCE ACCESS, TYP.
ADJUST WALK/GRADING FOR
ADA COMPLIANCE
ADD PHASE C
GRANITE BOULDERS
AT WALL FACE
DEMO PAVERS,
REPLACE WITH
CRUSHER FINES
EXISTING
RESTROOM
SHELTER
D
SHELTER
C
SHELTER
B
SHELTER
A
EXISTING
PARKING LOT
SELECT RELEVANT NORRIS DESIGN EXPERIENCE
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5QUALIFICATIONS & EXPERIENCE + REFERENCES
Brighton Japanese American Association Park Tennis Courts
Brighton, Colorado
Burnham Park Tennis Courts
Chicago, Illinois
Chicago Park District Tennis Courts
Chicago, Illinois
Dick Samp Park Pickleball Complex
Lake Havasu City, Arizona
Fraser Valley Sports Complex
Fraser, Colorado
Green Park Tennis Courts
Michigan City, Indiana
Holy Family High School Tennis Courts
Broomfield, Colorado
Homan Park Tennis Courts
Chicago, Illinois
La Luna Encantada Tennis Center
Mazatlan, Mexico
Louisville Police & Recreation Campus
Louisville, Colorado
McCollum Park Tennis Plaza
Downers Grove, Illinois
Northern Arizona University Aquatics & Tennis Complex
Flagstaff, Arizona
SELECT ADDITIONAL TENNIS & PICKLEBALL EXPERIENCE
Oman Golf Club Tennis Center
Muscat, Oman
Parkfield Lake Park Tennis Court
Denver, Colorado
Peak to Peak Charter School
Lafayette, Colorado
Pinnacle Ranch Tennis Courts
Aurora, Colorado
RainDance Picnic Park
Windsor, Colorado
Regis Jesuit High School Tennis Courts
Aurora, Colorado
Shadow Creek Racquet Club
Las Vegas, Nevada
The Pinery Country Club
Parker, Colorado
Timber Sky Community Amenities
Flagstaff, Arizona
Trailside Community Amenities & Neighborhood Parks
Windsor, Colorado
Zipp Family Sports Park
New Braunfels, Texas
LAURI DANNEMILLER
Executive Director, APEX Park & Recreation District
1350 West 72nd Avenue, Arvada, Colorado 80005
303.431.7382 | laurid@apexprd.org
Norris Design worked with Lauri on the APEX Tennis Center.
COLIN INSLEY
Director of Parks Planning, Foothills Parks & Recreation District
6612 South Ward Street, Littleton, Colorado 80127
303.409.2304 | insley@fhprd.org
Norris Design worked with Colin on the Robert F. Clement
Park Tennis & Pickleball Courts.
JEFF SMULLEN
Assistant Director of Parks & Recreation, Town of Castle Rock
2301 North Woodlands Boulevard, Castle Rock, Colorado 80104
303.660.1036 | jsmullen@ci.castlerock.co.us
Norris Design worked with Jeff on the Zack S. Parrish III
Memorial Park.
REFERENCES
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6 QUALIFICATIONS & EXPERIENCE
NORRIS DESIGN PROJECT TEAM
NORRIS DESIGN KEY PERSONNEL
BRANDI RICE PRINCIPAL, PLA, QWEL | PRINCIPAL IN CHARGE
Since joining Norris Design in 2005, Brandi has been involved with the landscape design and site
planning of commercial sites, mixed-use projects, multifamily developments, streetscapes and master
planned communities. In 2015, Brandi relocated to El Jebel and is supporting Norris Design’s efforts in the
Roaring Fork Valley. Brandi’s experience includes conceptual design, plan approval process, construction
documents, specifications and construction observation. Having been involved in projects from concept
to construction, she provides experience with the entire development process. Brandi believes in working
closely with the client and other project consultants to create better design solutions. Brandi’s public sector
experience provides insight for parks and recreation design as well as master planning. She has applied
her experience in the design of urban plazas, playgrounds and open spaces. This experience also provides
a foundation for Brandi’s work on master plan projects including facilitation of public input, inventory and
analysis, needs assessments and programming.
SELECT RELEVANT PROJECT EXPERIENCE
• Bennett Parks, Trails & Open Space Master Plan, Bennett, CO
• Bradburn Parks, Westminster, CO
• Atwater Parks, Recreation & Open Space Master Plan, City of Atwater, CA
• Park & Recreation District Park, Trails, Open Space & Recreation Master Plan, Coal Creek Canyon, CO
• Hanford Parks, Recreation & Open Space Master Plan, Hanford, CA
• Mead Open Space, Parks & Trails Master Plan, Mead, CO
• Moberly Parks & Recreation Master Plan, Moberly, MO
• Northern Tier Open Space, Greenway & Outdoor Recreation Master Plan, PA
• Nottingham Park, Avon, CO
• Wheatlands Community Center, Aurora, CO
17 YEARS
AT ND
JOHN NORRIS PRINCIPAL, FASLA, PLA, CLARB | ADVISORY PRINCIPAL
John Norris is the founding partner of Norris Design, a planning, landscape architecture and branding
firm established in Denver in 1985. Under John’s leadership, the firm has become a significant planning
and design force in the western regions of the United States. Norris Design currently has nearly 150
professionals in eight cities spread across Colorado, Arizona and Texas. Known for his enthusiasm for the
design industry and his clients, John has worked on nearly every size and type of placemaking project
in Colorado, across the U.S. and abroad. His ability to quickly grasp the complexities of a project has
resulted in John’s recognition locally and nationally for his creative, dramatic and functionally sound
design solutions. His bold statements in landscape architecture are strikingly unique, yet fully respond to
the possibilities of the site and specific criteria of the user.
SELECT RELEVANT PROJECT EXPERIENCE
• Atlanta Youth Athletic Complex, Atlanta, GA
• Burnham Park Tennis Courts, Chicago, IL
• Cherry Creek Soccer Complex, Aurora, CO
• Coors Meadow at Pepsi Center, Denver, CO
• Delta Youth Sports Complex, Delta, CO
• Dick’s Sporting Goods Park, Commerce City, CO
• Fraser Valley Sports Complex, Fraser, CO
• Green Park Tennis Courts, Michigan City, IN
• Heritage Eagle Bend Golf Club, Aurora, CO
• Homan Park Tennis Courts, Chicago, IL
• Parkfield Lake Park Tennis Court, Denver, CO
• Shadow Creek Racquet Club, Las Vegas, NV
37 YEARS
AT ND
KEVIN KIERNAN ASSOCIATE | PROJECT MANAGER
Kevin Kiernan is a landscape designer and planner with experience in master planned communities, single
family residential developments, parks, municipal projects, streetscape projects and multifamily residential
developments. His contributions to projects showcase his commitment to detail, organization and creative
problem solving. Kevin enjoys spending his free time outdoors — building, traveling and seeing how people
interact with and use different spaces. Kevin is inspired by local flora and fauna, and loves identifying unknown
plant species to incorporate them into his designs.
SELECT RELEVANT PROJECT EXPERIENCE
• 57-Acre Park, Kemah, TX*
• The Aurora Highlands Tributary Park, Aurora CO
• Raindance Community Park, Tinmath, CO
*completed prior to joining Norris Design
3 YEARS
AT ND
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7QUALIFICATIONS & EXPERIENCE
JVA KEY PERSONNEL
TOM SOELL PRINCIPAL, P.E. | STRUCTURAL ENGINEERING PRINCIPAL IN CHARGE
Tom has over 42 years of experience in the public building projects that includes extensive work in
Colorado’s mountain communities and numerous municipal park improvement projects. As the Senior
Structural Principal, he leads a team of 40 structural engineers and modelers with extensive experience in
recreation buildings that includes site design features.
JAMES SPUNG CIVIL SENIOR PROJECT MANAGER, P.E. | CIVIL ENGINEERING
James is responsible for our Western Slope civil projects from our Glenwood Springs Office. He has been
the project manager on many public and private infrastructure projects throughout the Western Slope
of Colorado. J.R. has led numerous design and construction projects involving road and utility design
and pays particular attention during design to aesthetics and the user experience. J.R. has 15 years of
experience in the design and project management of infrastructure, municipal, recreational, subdivision
and resort projects. He has extensive project experience in the Roaring Fork Valley including a variety of
projects in Aspen and Snowmass Village.
HOWARD MCHENRY PRINCIPAL | CIVIL ENGINEERING PRINCIPAL IN CHARGE
Howard is a Principal in the Civil Engineering Department at JVA. He currently provides civil engineering,
document control, and construction administration. Howard has over 30 years of civil engineering
consulting experience and gives particular attention to aesthetics and the user experience to create
inviting and interesting spaces. He brings strong communications skills and is effective in working with
owners, architects, contractors and communities affected by the project. Howard has led numerous
design and construction projects involving parks, street work, parking, grading, utility, and stormwater
management for educational projects, recreational and municipal projects.
SELECT RELEVANT PROJECT EXPERIENCE
SELECT RELEVANT PROJECT EXPERIENCE
SELECT RELEVANT PROJECT EXPERIENCE
• Crested Butte Town Park Improvements, Crested Butte, CO
• Elk Ridge Park Improvements, Castle Pines, CO
• Philip S Miller Park Field House & Park Improvements, Castle Rock, CO
• John Meade Park Site Structures, Cherry Hills Village, CO
• Dustin Redd City Park Site Structures, Denver, CO
• Environmental Learning for Kids (ELK) Park Structures, Denver, CO
• Margaret W. Carpenter Park Improvements, Thornton, CO
• Grand Park Community Recreation Center, Fraser, CO
• Spring & Main Street Intersection Improvements, Aspen, CO
• Burlingame Trail, Aspen, CO
• Colorado Mesa University Eureka Outdoor Classroom Playground, Grand Junction, CO
• Aspen Mountain Pandora Expansion, Pitkin County, CO
• Snowmass Town Park, Snowmass Village, CO
• Lincoln Park Stoker Stadium & Suplizio Field Renovation, Grand Junction, CO
• Apex Pickleball Courts, Arvada, CO
• Apex Simms Street Center Pickleball Courts, Arvada, CO
• Apex Meyers Pool, Arvada, CO
• Margaret Carpenter Recreation Center & Trail Winds Park & Open Space, Thornton, CO
• Bayou Gulch Regional Park, Douglas County, CO
• Benedict Park Master Plan & Pool Replacement/Eagle View Park, Brighton, CO
• Denver Parks & Recreation Swansea Park, Denver, CO
• Dupont Park, Louviers, CO
• Erie Community Park, Erie, CO
• Highlands Heritage Regional Park Amphitheater Walk, Douglas County, CO
• Inspire Trail Lafayette, Lafayette, CO
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8 QUALIFICATIONS & EXPERIENCE
AE DESIGN KEY PERSONNEL
JON BROOKS PRINCIPAL, PE, IALD, LEED AP, WELL AP, BD+C, CXA | LIGHTING DESIGN
Jon Brooks has over 25 years of experience in the electrical engineering and lighting design fields and
helped to found AE Design in 2004. He provides the expertise and coordination commitment required for
lighting, power systems, and sustainable systems. Energy savings are always top-of-mind and Jon applies
strategies to reduce energy usage on every project even when not seeking certification such as LEED. His
dedication to maintaining an up-to-date knowledge base on ever changing electrical technologies and
standards provide the most appropriate solution for each project and owner.
BRYAN JASS SENIOR PROJECT MANAGER | LIGHTING DESIGN
Bryan is a Senior Project Manager, and he has been on the AE Design team for over 16 years. He
understands that great lighting and electrical design begins and ends with in-depth coordination among
all members of the design team. He prides himself on making sure every detail has been properly
designed and documented.
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9APPROACH TO PROJECT
PROJECT UNDERSTANDING
The Norris Design team is excited for this potential opportunity to work with the City of Aspen
Parks and Open Space Department on the design development of the Iselin Tennis and Pickleball
Facility. Situated in a unique and exceptionally beautiful natural setting, we recognize how valuable
recreational facilities are to support the health, livability and economic viability of the community.
We also recognize that the needs of a community change over time, hence this request for the
addition of pickleball to the tennis facility.
Pickleball demand has grown significantly across the Roaring Fork Valley — Snowmass Village and Carbondale
have recently added pickleball facilities that are used by residents valley-wide. The City has a unique
opportunity to improve players’ experience based on the feedback gathered to establish a competitive
facility. We understand that the City has been working with the tennis and pickleball community for
approximately one year to collect feedback and arrive at the current conceptual plan. There are inherent
challenges with this type of project and our team will propose solutions that build on the feedback collected
to date. This effort to finalize the design documentation must respect the previously conducted engagement
process and be sensitive to its unique surroundings.
We understand that improvements to the Maroon Creek Trail are being planned for the near future. Our team
will coordinate and plan for a seamless connection to those improvements in addition to court facilities. It is our
understanding that the restroom facility will be completed in the future since there are no available utilities to
the planned location. Since site lighting is not desired at this time, our design documentation will allow for these
improvements to be phased in over time.
Our team is comprised of focused technical professionals who are well-versed in efficient construction
techniques and methods — this expertise will translate into improvements that are planned and implemented
to create facility that is durable, sustainable, safe and aesthetically pleasing. We believe that communication,
collaboration and information are essential to a successful project. Our team brings expertise of recreational facility
design and an understanding of the community’s challenges. We have extensive experience working in mountain
and resort communities and understand the high value that is placed on sense of place and how design solutions
need to be thoughtfully integrated into the existing community fabric. Ultimately, creation of the courts will add
to the community’s ability to share in the joy of playing tennis and pickleball at Iselin Park at the Iselin Facility.
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10 APPROACH TO PROJECT
Norris Design has developed the following preliminary scope of work based on the City of Aspen’s Request for Proposal (RFP)
and our experience in site design and construction documentation. We will approach this design as a series of tasks that
will be tracked on the project schedule with deliverables and outcomes associated with each task. We will collaborate with
the City of Aspen Parks and Open Space team to guide the design process through the various phases and tasks. All team
members bring their respective areas of expertise and will collaborate on finding solutions to the challenges presented.
Upon contract approval, Norris Design will begin the
project by conducting a project kick-off meeting. We will
schedule a meeting with the City of Aspen to finalize the
project management responsibilities, work plan, schedule,
stakeholders and public process.
We will work with the team to understand relevant issues,
identify potential project goals and project success
indicators. Previous public input will be reviewed to ensure
project goals are met.
PROJECT APPROACH
DELIVERABLES
• One (1) kick-off meeting with the City project team
including site visit
• Project schedule
• Develop meeting agenda and provide meeting minutes
DELIVERABLES
• Schematic design drawings
• Illustrative plan
• Three perspectives including one birds eye view
• Schematic design opinion of probable cost
• Public open house presentation
TASK 1 — STRATEGIC KICKOFF
TASK 2 — SCHEMATIC DESIGN
Synthesizing information from the kickoff meeting,
the team will refine the existing conceptual design to
a schematic design level. An illustrative plan and three
(3) perspectives based on the schematic design will be
developed and utilized for a public open house.
RAINDANCE | PICNIC PARK
12/01/2020
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11APPROACH TO PROJECT
The design team will meet with City staff after the public
open house to determine any further design modifications
to incorporate into the design development phase. The
team will then develop design development drawings.
If a review by Community Development is required during
this phase of documentation, we’d encourage considering
when that process begins to ensure we can meet schedule
expectations. If required, design development documents
shall be utilized for submittal review. A review by the
Historic Preservation Commission is not anticipated.
DELIVERABLES
• Design development drawing sets at 50% and 100%
• Tree protection and removals
• Site demolition
• Materials plan
• Grading and drainage plan
• Utilities plan
• Structural plan for post tensioned concrete courts
• Site details
• Planting plan
• Irrigation plan per WELS
• Prefabricated restroom building selection
• Prefabricated maintenance shed selection
• Design development 50% and 100% opinion of probable
cost
• Updated project schedule
DELIVERABLES
• Permit and construction documentation drawing sets at
50% and 100%
• Major landscape and grading
• Utility review
• Temporary ROW encroachment
• Tree removal/work in dripline
• Irrigation per WELS
• UTWC for water
• Building pad for prefabricated structures
• Construction document 50% and 100% opinion
• Bidding information including bid tabs
The design team will incorporate any feedback received
during the design development phase into the permit/
construction documentation drawings. These drawings
shall be utilized for a Major Level 2 Engineering Review. A
Stream Margin Review submittal is not anticipated.
TASK 3 — DESIGN DEVELOPMENT
TASK 4 — PERMIT DRAWINGS & CONSTRUCTION DOCUMENTATION
FUTURE TASK — CONSTRUCTION OBSERVATION
Norris Design has a local presence in Aspen and can work
with the selected contractor and the City to implement the
design. Specific scope for this task will be developed with
the City following the bidding process.
DocuSign Envelope ID: 0B6FCE5D-CC66-4734-88FA-CA36CA157C98
30
12 SCHEDULE
SEP OCT NOV DEC JAN FEB MAR APR MAY JUN JUL AUG
2022 2022 2022 2022 2023 2023 2023 2023 2023 2023 2023 2023
CONTRACT AWARD &
APPROVALS
STRATEGIC KICKOFF
Kickoff meeting with City of
Aspen and the design team •
Site visit with the design team •
Review previous public input •
SCHEMATIC DESIGN
Schematic design ••
Graphics preparation •
Public open house •
DESIGN DEVELOPMENT
50% design development
preparation ••
City of Aspen review •
100% design development
preparation ••
City of Aspen team review •
PERMIT DRAWINGS
& CONSTRUCTION
DOCUMENTATION
50% construction
documents preparation ••
City of Aspen team review •
100% construction
documents preparation ••
City of Aspen team review •
Issue construction
documents for bid •
BIDDING &
CONSTRUCTION
(NOT CURRENTLY IN THE
CONTRACT)
Documents out for bid •
Contractor selection •
Contractor work ••••••••
NORRIS DESIGN TEAM SCHEDULE
Schedule does not include review time by Community Development or the Engineering Department and shall be determined with those individual departments
during schedule development in Task 1.
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31
NORRIS DESIGN JVA AE
LA
N
D
S
C
A
P
E
AR
C
H
I
T
E
C
T
U
R
E
IR
R
I
G
A
T
I
O
N
DE
S
I
G
N
GR
A
P
H
I
C
S
CI
V
I
L
EN
G
I
N
E
E
R
I
N
G
ST
R
U
C
T
U
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A
L
EN
G
I
N
E
E
R
I
N
G
EL
E
C
T
R
I
C
A
L
TOTAL
FEE
TASK 1 — STRATEGIC KICKOFF $1,780 $420 –$3,200 –$1,925 $7,325
TASK 2 — SCHEMATIC DESIGN $13,760 $1,260 $5,600 $12,800 $1,000 $1,925 $36,345
TASK 3 — DESIGN DEVELOPMENT
(50% + 100%)$24,880 $2,625 –$26,000 $2,000 $3,675 $59,180
TASK 4 — PERMIT DRAWINGS &
CONSTRUCTION DOCUMENTATION
(50% + 100%)
$26,340 $3,150 –$28,000 $5,000 $3,850 $66,340
FEE TOTAL $169,190
ANTICIPATED
FEES
13ANTICIPATED FEES
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P.O. Box 2320
409 East Main Street
Suite 207
Frisco, Colorado 80443
P 970.368.7068
www.norris-design.com
Austin | Dallas | Denver | Flagstaff | Fort Collins | Frisco | Phoenix | Tucson | Tulsa
DocuSign Envelope ID: 0B6FCE5D-CC66-4734-88FA-CA36CA157C98
33
MEMORANDUM
TO:Mayor and City Council
FROM:Matt Kuhn, Parks and Open Space Director
THROUGH:Austin Weiss, Director of Parks and Recreation
Diane Foster, Assistant City Manager
MEETING DATE:September 27, 2022
RE:Resolution #112, Series 2022 - Aspen Pitkin IGA for Moore Ranch Acquisition
REQUEST OF COUNCIL:
Parks and Open Space staff seek Council support for an Intergovernmental Agreement (IGA)with Pitkin
County to solidify a $1 million dollar contribution towards the acquisition of open space property in
partnership with Pitkin County Open Space and Trails. The property under consideration is the Moore
Ranch located north of Aspen along McClain Flats Road. This IGA is a follow-up to the May 24, 2022
Council meeting where Council approved Resolution #069 Series 2022 which committed the $1 million
partnership funding amount.
SUMMARY / BACKGROUND:
Pitkin County Open Space and Trails staff have been working with the landowners, Tom and Carolyn
Moore, to conserve the important and historic 274 acre property along McClain Flats Road. These
discussions have resulted in an agreement that conserves the property in two general parts, with
roughly 95 acres of property to the west of McClain Flats Road being conveyed directly to the County,
while placing a conservation easement on the remaining 179 acres of land.
Partnerships between the City and the County have been somewhat common over the years. The City
and County have partnered on projects such as Sky Mountain Park (City contribution $1m), James H.
Smith parcel at North Star ($6.75m split), Smuggler Mountain Open Space ($7.5m each). Additionally,
the City has solely acquired open space outside the City limits, notably at Cozy Point Ranch and the
Aspen Mass properties.
DISCUSSION:
Subsequent to the May 24th meeting with Council, the Board of County Commissioners unanimously
approved the acquisition of the Moore Ranch on June 8, 2022. The agreement price is $10 million, and
the Pitkin County Open Space and Trails Board and the BOCC have agreed to $9 million towards the
acquisition.
34
County staff have finalized a contract with the Moore family and an anticipated closing date at the end
of October is planned. The attached IGA states that the City will have 60 days to pay the City’s
contribution. This timing will work well with the 2022 Fall Budget Supplemental calendar, and staff will
prepare a supplemental request for Council’s approval.
Staff have reviewed the most current Long Range Plan for the Parks (100) Fund. Based on the current
LRP forecasts, and given projected capital projects and increasing sales tax revenue in consideration, a
contribution of $1 million within the 2022 budget would not impact fund balance and target reserves
negatively.
FINANCIAL/BUDGET IMPACTS:
The proposed 2022 Parks and Open Space budget does not reflect this expenditure, and if Council
approves the IGA, staff will include this funding request in the 2022 Fall Supplemental. The current
Parks and Open Space fund has sufficient reserves to cover this acquisition at $1,000,000.
ENVIRONMENTAL IMPACTS:
There are many environmental benefits to preserving this land. Most notably, the preservation of this
parcel will help maintain the integrity of an important wildlife corridor, for a variety of animals such as
elk and migratory songbirds, and shall serve as a continued connection to numerous conserved lands in
the surrounding area.
ALTERNATIVES
Council could direct staff to no longer partner with the County on this acquisition, however because of
the commitment of Resolution #069 Series 2022 which identified a forthcoming financial agreement,
this would not be advised.
STAFF RECOMMENDATIONS:
Parks and Open Space Staff recommends approval of Resolution #112, Series 2022 for the finalization of
the City’s commitment to the Moore Ranch property acquisition.
CITY MANAGER COMMENTS:
ATTACHMENTS:
Exhibit A – Intergovernmental Agreement
35
RESOLUTION # 112
(Series of 2022)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN,
COLORADO, APPROVING AN INTERGOVERNMENTAL AGREEMENT
BETWEEN THE CITY OF ASPEN AND PITKIN COUNTY, COLORADO FOR
THE PURCHASE OF REAL PROPERTY IN PITKIN COUNTY KNOWN AS
THE MOORE RANCH AND AUTHORIZING THE MAYOR TO EXECUTE
SAID INTERGOVERNMENTAL AGREEMENT ON BEHALF OF THE CITY
OF ASPEN, COLORADO.
WHEREAS, there has been submitted to the City Council a proposed
Intergovernmental Agreement regarding the contribution by the City of
$1,000,000 from the Parks Fund to Pitkin County Open Space and Trails for the
acquisition of the Moore Ranch; and
WHEREAS, the City of Aspen Open Space and Trails Board recommends
the contribution of City funds towards the purchase of this property; and
WHEREAS, pursuant to Resolution #69, Series of 2022, the City Council
authorized the contribution of $1,000,000, subject to the entry of this
Intergovernmental Agreement; and
WHEREAS, after due deliberation and consideration the City Council has
determined that it is in the best interest of the City of Aspen to approve said
Intergovernmental Agreement.
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
an Intergovernmental Agreement with the County of Pitkin regarding the
acquisition of Moore Ranch and the contribution of one million dollars by the City
towards the acquisition of Moore Ranch, a draft of which Intergovernmental
Agreement is attached hereto and does hereby authorize the Mayor of the City of
Aspen to execute a final agreement on behalf of the City of Aspen in substantially
the form attached hereto, subject to the final approval of the City Manager and the
City Attorney.
INTRODUCED, READ AND ADOPTED by the City Council of the City of
Aspen on the 27
th day of September 2022.
36
Torre, Mayor
I, Nicole Henning, 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 September 27, 2022.
Nicole Henning, City Clerk
37
DRAFT
INTERGOVERNMENTAL AGREEMENT
BETWEEN THE CITY OF ASPEN, COLORADO, AND PITKIN COUNTY
COLORADO
FOR THE ACQUISITION OF CONSERVATION INTERESTS IN THE MOORE
RANCH, LOCATED IN PITKIN COUNTY
THIS INTERGOVERNMENTAL AGREEMENT (the “Agreement”) is made this
______ day of ____________________, 2022 by and between the Board of County
Commissioners of Pitkin County, Colorado, whose address is 530 East Main Street, Suite 302
Aspen, Colorado 81611 ("the County”) and the City of Aspen (“Aspen”), (collectively the
“Parties”), which are all governmental entities located within the state of Colorado.
RECITALS
WHEREAS, This Agreement is entered into pursuant to, inter alia,C.R.S. §§ 29-1-201, et
seq.,and Article XIV, Section 18 of the Colorado Constitution.
1. The 274 acre Moore Ranch is located in the Roaring Fork Valley within Pitkin
County and contiguous and near other preserved open space owned by the Parties.
2. Pitkin has negotiated a contract with the Moore Ranch to purchase approximately
95 acres outright, while placing the balance of the ranch into a conservation
easement. (The land to be acquired outright and the conservation easement are
hereinafter referred to as the “Property.”) The Board of County Commissioners
of Pitkin County unanimously approved this contract on June 8, 2022.
3. Conservation of the Moore Ranch through acquisition of the Property enhances
prior investments by Aspen, Pitkin and others by adding approximately 274 acres
of conserved land along the Roaring Fork Gorge corridor.
4. On May 24, 2022, Aspen City Council voted unanimously to contribute
$1,000,000 to the purchase of the Property.
AGREEMENT
NOW, THEREFORE, for and in consideration of the mutual promises and
agreements of the parties and other good and valuable consideration, the adequacy and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. The Parties acknowledge that the Contract between THOMAS A. MOORE, THE
THOMAS A. MOORE QUALIFIED PERSONAL RESIDENCE TRUST U/T/A
DATED FEBRUARY 29, 2008, THE CAROLYN W. MOORE QUALIFIED
PERSONAL RESIDENCE TRUST U/T/A DATED FEBRUARY 29, 2008, and
MOORE FAMILY RANCH PROPERTIES, LLLP and Pitkin dated May 5, 2022
(“Contract”), through which the Property is to be conveyed to Pitkin, is to proceed in
38
a closing that will take place within 14 days of Pitkin’s approval of an Open Space
Master Plan for the property, which approval has been tentatively set for October 12,
2022.
2. Within 60 days of the closing contemplated in the Contract, Aspen will pay
$1,000,000. All sums paid to Pitkin County shall be deposited in its Open Space
and Trails fund as a partial reimbursement for the purchase of the Property.
3. The Property will be held by Pitkin County and managed and maintained by Pitkin
County. Further, it is anticipated that a management plan will be adopted by Pitkin
County for the 95-acre portion of the Property to be acquired outright, after
consultation with Aspen regarding any recreational improvements and any limitations
on public access as may be appropriate for conservation purposes as well as
agricultural management practices.
Miscellaneous Provisions
1. Assignability. This agreement is not assignable by either party.
2. Modification. This Agreement may be changed or modified only in writing by
an agreement approved by the respective Boards of the Governments and signed
by authorized officers of each party.
3. Entire Agreement. This Agreement constitutes the entire Agreement between the
parties and all other promises and agreements relating to the subject of this
Agreement, whether oral or written, are merged herein.
4. Severability. Should any one or more sections or provisions of this Agreement
be judicially adjudged invalid or unenforceable, such judgment shall not affect,
impair, or invalidate the remaining provisions of this Agreement, the intention
being that the various sections and provisions hereof are severable.
5. Termination Prior to Expiration of Term. Any Party has the right to terminate or
withdraw from this Agreement, with or without cause, by giving written notice to
the other Parties of such termination and specifying the effective date thereof. Such
notice shall be given at least ten (10) days before the effective date of such
termination. Termination of the Agreement relieves the cancelling or withdrawing
Party of any further responsibility under this Agreement except for specifically
identified obligations of a continuing nature based upon pastperformance under the
Agreement.
6. Notice. Any notice required or permitted under this Agreement shall be in
writing and shall be provided byelectronic delivery to the e-mail addresses set forth
below and by one of the following methods 1) hand-delivery or 2) registered or
certified mail, postage pre-paid to the mailing addresses set forth below. Each party
39
by notice sent under this paragraph may change the address to which future notices
should be sent. Electronic delivery of notices shall be considered delivered upon
receipt of confirmation of delivery on the part of the sender. Nothing contained
herein shall be construed to preclude personal service of any notice in the manner
prescribed for personal service of a summons or other legal process.
To: Pitkin County With copies to:
Pitkin County Attorney’s Office
530 East Main Street, Ste. 301
Aspen, CO 81611
attorney@pitkincounty.com
To: City of Aspen With copies to:
City Manager City Attorney’s Office
427 Rio Grande Place 427 Rio Grande Place
Aspen, CO 81612 Aspen, CO 81612
manager@aspen.gov attorney@aspen.gov
7. Government Immunity. The parties agree and understand that both parties are
relying on and do not waive, by any provisions of this Agreement, the monetary
limitations or terms or any other rights, immunities, and protections provided by
the Colorado Governmental Immunity Act, C.R.S. 24-10-101, et seq., as from
time to time amended or otherwise available to the parties or any of their officers,
agents, or employees.
8. Current Year Obligations. The parties acknowledge and agree that any payments
provided for hereunder or requirements for future appropriations shall constitute
only currently budgeted expenditures of the parties. The parties’ obligations
under this Agreement are subject to each individual party’s annual right to budget
and appropriate the sums necessary to provide the services set forth herein. No
provision of this Agreement shall be construed or interpreted as creating a
multiple fiscal year direct or indirect debt or other financial obligation of either or
both parties within the meaning of any constitutional or statutory debt limitation.
This Agreement shall not be construed to pledge or create a lien on any class or
source of either parties’ bonds or any obligations payable from any class or source
of each individual party’s money.
9. Binding Rights and Obligations. The rights and obligations of the parties under
this Agreement shall be binding upon and shall inure to the benefit of the parties
and their respective successors and assigns.
10. Agreement made in Colorado. This Agreement shall be construed according to
the laws of the State of Colorado, and venue for any action shall be in the District
Court in and for Pitkin County, Colorado.
11. AttorneyFees. In the event that legal action is necessary to enforce any of the
40
provisions of this Agreement, the substantially prevailing party, whether by final
judgment or out of court settlement, shall recover from the other party all costs
and expenses of such action or suit including reasonable attorney fees.
12. No Waiver. The waiver by any party to this Agreement of any term or condition
of this Agreement shall not operate or be construed as a waiver of any subsequent
breach by any party.
13. Authority. Each person signing this Agreement represents and warrants that said
person is fully authorized to enter into and execute this Agreement and to bind the
party it represents to the terms and conditions hereof.
The foregoing Agreement is approved by the Board of County Commissioners of
Pitkin County, Colorado at its regular meeting held on the _____ day of
, 2022.
The foregoing Agreement is approved by the City of Aspen at its regular meeting
held on the _____ day of , 2022.
In Witness whereof, the parties hereto have caused this agreement to be executed as of
the day and year first above written.
THE CITY OF ASPEN ATTEST:
By:________________________________________________
Torre, Mayor Nicole Henning, City Clerk
BOARD OF COUNTY COMMISSIONERS APPROVED AS TO FORM
OF PITKIN COUNTY, COLORADO
By:_______________________By:__________________________
Patti Clapper, Chair John Ely, County Attorney
Manager Approval:ATTEST
By:_____________________________________________________________
Dan Bartholomew, Airport Director Julia Ely, Deputy County Clerk
41
MEMORANDUM
TO:Mayor and City Council
FROM:John Spiess, Open Space & Natural Resource Manager
THROUGH:Matt Kuhn, Parks and Open Space Director
MEETING DATE:September 27th, 2022
RE:Maroon Creek Multi-Use Trail Phase 2 Contract, Resolution #110
REQUEST OF COUNCIL:
The Parks and Open Space Department is seeking Council approval for contracting of professional
design, planning, and engineering services for phase 2 of Maroon Creek Multi-Use Trail project.
SUMMARY / BACKGROUND:
Maroon Creek is an important corridor for visitors and locals in the Aspen area. The current connection
between the roundabout at Highway 82 and the Aspen Recreation Center is a mixture of trail, sidewalk,
and roadway. While functional, the connection lacks clarity and does not provide a snow free route
year-round. This coupled with concerns about school safety and the rapid adoption of ebikes has added
urgency to provide a more clearly definedmulti-modal trail within this corridor. The project aims to
create a safe year-round connection between the Highway 82 roundabout and the Aspen Recreation
Center.
DISCUSSION:
During phase 1 of the Maroon Creek Multi-Use Trail project, City of Aspen Staff have worked closely
with our consultant and stakeholders in the development of a schematic alignment connecting the
Highway 82 roundabout to the Highlands trail. The schematic alignment that has evolved through this
process generally follows Maroon Creek Road balancing user experience with the efficiency of a direct
connection. The year-round multi-modal corridor meets ADA accessibility standards and provides a safe
alternative to the current path that traverses the Aspen School Districts campus.
The second phase of the project will further refine the schematic design from phase 1 into construction
drawings. During the refinement process Otak will work closely with city staff in the development of
30% and 90% construction drawings. Through this process trail alignment, trail characteristics and trail
materials will be defined through technical specifications, plan and profile drawings and cross sections.
Final delivery of 100% Construction documents is estimated by February 28
th, 2023. Following final
delivery of the 100% construction documents Otak will assist the city in preparing the final bid package
for contractors. Construction is anticipated to begin on May1st with a targeted completion date of
November 1st.
42
Selected Schematic Images
Segment 1
Segment 2
43
A Request for Proposalswas issued by City of Aspen in September2021for phase 1 of the project. We
received 2 responses and interviewed both teams via web conference. OTAKwas selected as our consultant
based on scoring criteria defined within the request for proposal.The original RFP for this project
discussed both phases of the project, however the phase I contract with Otak included only the design
of the trail to the schematic level. This new contract is a sole source with Otak to proceed to the second
phase of the project and bring the ongoing designs to the construction document level. There is a
significant time and financial savings to continue the work with Otak and ensure that this project is
completed as expeditiously as possible.
FINANCIAL/BUDGET IMPACTS:
The contract for the design, planning and engineering of the Maroon Creek Multi Use-Trail is included in
the 2022 Parks (100) Fund Capital Project Budget, as project 50964 Maroon Creek Road Trail. The
contract amount for the completion of Phase 2 of the Maroon Creek Multi Use Trail is $320,250. The
project has $167,773 remaining in 2022 spending authority, and that amount will cover the anticipated
billing for this year’s portion of the contract. The remaining balance needed for this contract is included
in the proposed 2023 budget.
An opinion of probable cost was submitted by OTAK in June of 2022 that anticipates a total project cost
$3,964,704 and staff have proposed a $4 million budget line in 2023 for completion of design and
construction. Staff is actively seeking partnership funding for the construction phase. Pitkin County has
generously pledged $500,000 toward the construction of the trail. In addition, staff are pursuing a
construction grant through Colorado Parks and Wildlife’s ‘Non-Motorized Trails Grant’.
ENVIRONMENTAL IMPACTS:
Proposed alignments will impact currently undeveloped land adjacent to Maroon Creek Rd. Impacts will
be generally limited as the trail stays within 30 ft of the existing roadway. It is anticipated that the
implementation of this project will encourage the use of alternative methods of transportation within
the Maroon Creek corridor.
ALTERNATIVES
Council can suggest renegotiating the terms of the contract.
STAFF RECOMMENDATIONS:
Parks and Open Space Staff recommends approval of the contract with OTAK for Phase 2 of the Maroon
Creek Multi-Use Trail.
CITY MANAGER COMMENTS:
44
RESOLUTION #110
(Series of 2022)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN,
COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN
AND OTAK. AUTHORIZING THE CITY MANAGER TO EXECUTE SAID
CONTRACT ON BEHALF OF THE CITY OF ASPEN, COLORADO.
WHEREAS, there has been submitted to the City Council a contract for
Maroon Creek Multi Use Trail – Phase 2 between the City of Aspen and OTAK, a
true and accurate 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 that Contract
for the Maroon Creek Multi-Use Trail – Phase 2, between the City of Aspen and
OTAK, a copy of which is annexed hereto and incorporated herein and does
hereby authorize the City Manager to execute said agreement on behalf of the City
of Aspen.
INTRODUCED, READ AND ADOPTED by the City Council of the City of
Aspen on the 27
th day of September 2022.
Torre, Mayor
I, Nicole Henning, 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, September 27
th, 2022.
Nicole Henning, City Clerk
45
Agreement Professional Services Page 0
CITY OF ASPEN STANDARD FORM OF AGREEMENT
PROFESSIONAL SERVICES
City of Aspen Contract No.: ____________.
AGREEMENT made this 9th day of September, in the year 2022.
BETWEEN the City:
Contract Amount:
The City of Aspen
c/o John Spiess
427 Rio Grande Place
Aspen, Colorado 81611
Phone: (970) 618-6935
And the Professional:
Otak
c/o Scott Belonger
371 Centennial Parkway, Suite 210
Louisville, CO 80027
Phone:720 758 7717
Scott.belonger@otak.com
For the Following Project:
Maroon Creek Multi Use Trail – Phase 2
Exhibits appended and made a part of this Agreement:
The City and Professional agree as set forth below.
If this Agreement requires the City to pay
an amount of money in excess of
$50,000.00 it shall not be deemed valid
until it has been approved by the City
Council of the City of Aspen.
City Council Approval:
Date: September 27th, 2022
Resolution No.:____2022-110
Exhibit A: Scope of Work.
Exhibit B: Fee Schedule.
Total: $320,250
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2022-300
46
Agreement Professional Services Page 1
1. Scope of Work. Professional shall perform in a competent and professional manner the
Scope of Work as set forth at Exhibit A attached hereto and by this reference incorporated herein.
2. Completion. Professional shall commence Work immediately upon receipt of a written Notice
to Proceed from the City and complete all phases of the Scope of Work as expeditiously as is
consistent with professional skill and care and the orderly progress of the Work in a timely manner.
The parties anticipate that all Work pursuant to this Agreement shall be completed no later than
May 1st, 2023 . Upon request of the City, Professional shall submit, for the City's approval, a
schedule for the performance of Professional's services which shall be adjusted as required as the
project proceeds, and which shall include allowances for periods of time required by the City's
project engineer for review and approval of submissions and for approvals of authorities having
jurisdiction over the project. This schedule, when approved by the City, shall not, except for
reasonable cause, be exceeded by the Professional.
3. Payment. In consideration of the work performed, City shall pay Professional on a time and
expense basis for all work performed. The hourly rates for work performed by Professional shall not
exceed those hourly rates set forth at Exhibit B appended hereto. Except as otherwise mutually
agreed to by the parties the payments made to Professional shall not initially exceed the amount set
forth above. Professional shall submit, in timely fashion, invoices for work performed. The City
shall review such invoices and, if they are considered incorrect or untimely, the City shall review
the matter with Professional within ten days from receipt of the Professional's bill.
4. Non-Assignability. Both parties recognize that this Agreement is one for personal services
and cannot be transferred, assigned, or sublet by either party without prior written consent of the
other. Sub-Contracting, if authorized, shall not relieve the Professional of any of the responsibilities
or obligations under this Agreement. Professional shall be and remain solely responsible to the City
for the acts, errors, omissions or neglect of any subcontractors’ officers, agents and employees, each
of whom shall, for this purpose be deemed to be an agent or employee of the Professional to the
extent of the subcontract. The City shall not be obligated to pay or be liable for payment of any
sums due which may be due to any sub-contractor.
5. Termination of Procurement. The sale contemplated by this Agreement may be
canceled by the City prior to acceptance by the City whenever for any reason and in its sole
discretion the City shall determine that such cancellation is in its best interests and convenience.
6. Termination of Professional Services. The Professional or the City may terminate the
Professional Services component of this Agreement, without specifying the reason therefor, by
giving notice, in writing, addressed to the other party, specifying the effective date of the
termination. No fees shall be earned after the effective date of the termination. Upon any
termination, all finished or unfinished documents, data, studies, surveys, drawings, maps, models,
photographs, reports or other material prepared by the Professional pursuant to this Agreement
shall become the property of the City. Notwithstanding the above, Professional shall not be
relieved of any liability to the City for damages sustained by the City by virtue of any breach of
this Agreement by the Professional, and the City may withhold any payments to the Professional
for the purposes of set-off until such time as the exact amount of damages due the City from the
Professional may be determined.
7. 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
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Agreement Professional Services Page 2
employment relationship. Professional 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 Professional 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 contract. The manner
and means of conducting the work are under the sole control of Professional. 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
Professional. Professional shall be solely and entirely responsible for its acts and for the acts of
Professional's agents, employees, servants and subcontractors during the performance of this
contract. Professional 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 Professional and/or Professional's employees engaged in the performance of the services
agreed to herein.
8. Indemnification. Professional agrees to indemnify and hold harmless the City, its officers,
employees, insurers, and self-insurance pool, 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 loss of any kind
whatsoever, which arise out of or are in any manner connected with this contract, to the extent and
for an amount represented by the degree or percentage 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 wrongful act, omission,
error, professional error, mistake, negligence, or other fault of the Professional, any subcontractor of
the Professional, or any officer, employee, representative, or agent of the Professional or of any
subcontractor of the Professional, or which arises out of any workmen's compensation claim of any
employee of the Professional or of any employee of any subcontractor of the Professional. The
Professional agrees to investigate, handle, respond to, and to provide defense for and defend against,
any such liability, claims or demands at the sole expense of the Professional, or at the option of the
City, agrees to pay the City or reimburse the City for the defense costs incurred by the City in
connection with, any such liability, claims, or demands. If it is determined by the final judgment of
a court of competent jurisdiction that such injury, loss, or damage was caused in whole or in part by
the act, omission, or other fault of the City, its officers, or its employees, the City shall reimburse
the Professional for the portion of the judgment attributable to such act, omission, or other fault of
the City, its officers, or employees.
9. Professional's Insurance.
(a) Professional agrees to procure and maintain, at its own expense, a policy or policies
of insurance sufficient to insure against all liability, claims, demands, and other obligations
assumed by the Professional pursuant to Section 8 above. Such insurance shall be in
addition to any other insurance requirements imposed by this contract or by law. The
Professional shall not be relieved of any liability, claims, demands, or other obligations
assumed pursuant to Section 8 above by reason of its failure to procure or maintain
insurance, or by reason of its failure to procure or maintain insurance in sufficient amounts,
duration, or types.
(b) Professional shall procure and maintain, and shall cause any subcontractor of the
Professional to procure and maintain, the minimum insurance coverages listed below. Such
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coverages shall be procured and maintained with forms and insurance acceptable to the City.
All coverages shall be continuously maintained to cover all liability, claims, demands, and
other obligations assumed by the Professional pursuant to Section 8 above. In the case of
any claims-made policy, the necessary retroactive dates and extended reporting periods shall
be procured to maintain such continuous coverage.
(i) Worker's Compensation insurance to cover obligations imposed by
applicable laws for any employee engaged in the performance of work under this
contract, and Employers' Liability insurance with minimum limits of ONE
MILLION DOLLARS ($1,000,000.00) for each accident, ONE MILLION
DOLLARS ($1,000,000.00) disease - policy limit, and ONE MILLION DOLLARS
($1,000,000.00) disease - each employee. Evidence of qualified self-insured status
may be substituted for the Worker's Compensation requirements of this paragraph.
(ii) Commercial General Liability insurance with minimum combined single
limits of TWO MILLION DOLLARS ($2,000,000.00) each occurrence and THREE
MILLION DOLLARS ($3,000,000.00) aggregate. The policy shall be applicable to
all premises and operations. The policy shall include coverage for bodily injury,
broad form property damage (including completed operations), personal injury
(including coverage for contractual and employee acts), blanket contractual,
independent contractors, products, and completed operations. The policy shall
include coverage for explosion, collapse, and underground hazards. The policy shall
contain a severability of interests provision.
(iii) Comprehensive Automobile Liability insurance with minimum combined
single limits for bodily injury and property damage of not less than ONE MILLION
DOLLARS ($1,000,000.00) each occurrence and ONE MILLION DOLLARS
($1,000,000.00) aggregate with respect to each Professional's owned, hired and non-
owned vehicles assigned to or used in performance of the Scope of Work. The
policy shall contain a severability of interests provision. If the Professional has no
owned automobiles, the requirements of this Section shall be met by each employee
of the Professional providing services to the City under this contract.
(iv) Professional Liability insurance with the minimum limits of ONE MILLION
DOLLARS ($1,000,000) each claim and TWO MILLION DOLLARS ($2,000,000)
aggregate.
(c) The policy or policies required above shall be endorsed to include the City and the City's
officers and employees as additional insureds. Every policy required above shall be primary
insurance, and any insurance carried by the City, its officers or employees, or carried by or
provided through any insurance pool of the City, shall be excess and not contributory
insurance to that provided by Professional. No additional insured endorsement to the policy
required above shall contain any exclusion for bodily injury or property damage arising
from completed operations. The Professional shall be solely responsible for any deductible
losses under any policy required above.
(d) The certificate of insurance provided to the City shall be completed by the Professional's
insurance agent as evidence that policies providing the required coverages, conditions, and
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minimum limits are in full force and effect, and shall be reviewed and approved by the City
prior to commencement of the contract. No other form of certificate shall be used. The
certificate shall identify this contract and shall provide that the coverages afforded under the
policies shall not be canceled, terminated or materially changed until at least thirty (30) days
prior written notice has been given to the City.
(e) Failure on the part of the Professional to procure or maintain policies providing the
required coverages, conditions, and minimum limits shall constitute a material breach of
contract upon which City may immediately terminate this contract, or at its discretion City
may procure or renew any such policy or any extended reporting period thereto and may pay
any and all premiums in connection therewith, and all monies so paid by City shall be repaid
by Professional to City upon demand, or City may offset the cost of the premiums against
monies due to Professional from City.
(f) City reserves the right to request and receive a certified copy of any policy and any
endorsement thereto.
(g) The parties hereto understand and agree that City is relying on, and does not waive or
intend to waive by any provision of this contract, the monetary limitations (presently
$350,000.00 per person and $990,000 per occurrence) or any other rights, immunities, and
protections provided by the Colorado Governmental Immunity Act, Section 24-10-101 et
seq., C.R.S., as from time to time amended, or otherwise available to City, its officers, or its
employees.
10. City's Insurance. The parties hereto understand that the City is a member of the Colorado
Intergovernmental Risk Sharing Agency (CIRSA) and as such participates in the CIRSA Proper-
ty/Casualty Pool. Copies of the CIRSA policies and manual are kept at the City of Aspen Risk
Management Department and are available to Professional for inspection during normal business
hours. City makes no representations whatsoever with respect to specific coverages offered by
CIRSA. City shall provide Professional reasonable notice of any changes in its membership or
participation in CIRSA.
11. Completeness of Agreement. It is expressly agreed that this agreement contains the entire
undertaking of the parties relevant to the subject matter thereof and there are no verbal or written
representations, agreements, warranties or promises pertaining to the project matter thereof not
expressly incorporated in this writing.
12. Notice. Any written notices as called for herein may be hand delivered or mailed by
certified mail return receipt requested to the respective persons and/or addresses listed above.
13. Non-Discrimination. No discrimination because of race, color, creed, sex, marital status,
affectional or sexual orientation, family responsibility, national origin, ancestry, handicap, or
religion shall be made in the employment of persons to perform services under this contract.
Professional agrees to meet all of the requirements of City's municipal code, Section 15.04.570,
pertaining to non-discrimination in employment.
14. Waiver. The waiver by the City of any term, covenant, or condition hereof shall not operate
as a waiver of any subsequent breach of the same or any other term. No term, covenant, or condition
of this Agreement can be waived except by the written consent of the City, and forbearance or
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indulgence by the City in any regard whatsoever shall not constitute a waiver of any term, covenant,
or condition to be performed by Professional to which the same may apply and, until complete
performance by Professional of said term, covenant or condition, the City shall be entitled to invoke
any remedy available to it under this Agreement or by law despite any such forbearance or
indulgence.
15. Execution of Agreement by City. This Agreement shall be binding upon all parties hereto
and their respective heirs, executors, administrators, successors, and assigns. Notwithstanding
anything to the contrary contained herein, this Agreement shall not be binding upon the City unless
duly executed by the Mayor of the City of Aspen (or a duly authorized official in his absence)
following a Motion or Resolution of the Council of the City of Aspen authorizing the Mayor (or a
duly authorized official in his absence) to execute the same.
16. Worker Without Authorization prohibited – CRS §8-17.5-101 & §24-76.5-101
Purpose. During the 2021 Colorado legislative session, the legislature passed House Bill 21-
1075 that amended current CRS §8-17.5-102 (1), (2)(a), (2)(b) introductory portion, and
(2)(b)(III) as it relates to the employment of and contracting with a “worker without
authorization” which is defined as an individual who is unable to provide evidence that the
individual is authorized by the federal government to work in the United States. As amended,
the current law prohibits all state agencies and political subdivisions, including the Owner, from
knowingly hiring a worker without authorization to perform work under a contract, or to
knowingly contract with a Consultant who knowingly hires with a worker without authorization
to perform work under the contract. The law also requires that all contracts for services include
certain specific language as set forth in the statutes. The following terms and conditions have
been designed to comply with the requirements of this new law.
Definitions. The following terms are defined by this reference are incorporated herein and in any
contract for services entered into with the Owner.
1. "E-verify program" means the electronic employment verification program created in Public
Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as
amended, that is jointly administered by the United States Department of Homeland Security and
the social security Administration, or its successor program.
2. "Department program" means the employment verification program established pursuant to
Section 8-17.5-102(5)(c).
3. "Public Contract for Services" means this Agreement.
4. "Services" means the furnishing of labor, time, or effort by a Consultant or a subconsultant not
involving the delivery of a specific end product other than reports that are merely incidental to
the required performance.
5. “Worker without authorization” means an individual who is unable to provide evidence that
the individual is authorized by the federal government to work in the United States
By signing this document, Consultant certifies and represents that at this time:
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1. Consultant shall confirm the employment eligibility of all employees who are newly hired for
employment to perform work under the public contract for services; and
2. Consultant has participated or attempted to participate in either the e-verify program or the
department program in order to verify that new employees are not workers without authorization.
Consultant hereby confirms that:
1. Consultant shall not knowingly employ or contract with a worker without authorization to
perform work under the Public Contract for Services.
2. Consultant shall not enter into a contract with a subconsultant that fails to certify to the
Consultant that the subconsultant shall not knowingly employ or contract with a worker without
authorization to perform work under the Public Contract for Services.
3. Consultant has confirmed the employment eligibility of all employees who are newly hired for
employment to perform work under the public contract for services through participation in
either the e-verify program or the department program.
4. Consultant shall not use the either the e-verify program or the department program procedures
to undertake pre-employment screening of job applicants while the Public Contract for Services
is being performed.
If Consultant obtains actual knowledge that a subconsultant performing work under the Public
Contract for Services knowingly employs or contracts with a worker without authorization,
Consultant shall:
1. Notify such subconsultant and the Owner within three days that Consultant has actual
knowledge that the subconsultant is employing or subcontracting with a worker without
authorization: and
2. Terminate the subcontract with the subconsultant if within three days of receiving the notice
required pursuant to this section the subconsultant does not stop employing or contracting with
the worker without authorization; except that Consultant shall not terminate the Public Contract
for Services with the subconsultant if during such three days the subconsultant provides
information to establish that the subconsultant has not knowingly employed or contracted with a
worker without authorization.
Consultant shall comply with any reasonable request by the Colorado Department of Labor and
Employment made in the course of an investigation that the Colorado Department of Labor and
Employment undertakes or is undertaking pursuant to the authority established in Subsection 8-
17.5-102 (5), C.R.S.
If Consultant violates any provision of the Public Contract for Services pertaining to the duties
imposed by Subsection 8-17.5-102, C.R.S. the Owner may terminate this Agreement. If this
Agreement is so terminated, Consultant shall be liable for actual damages to the Owner arising
out of Consultant’s violation of Subsection 8-17.5-102, C.R.S.
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It is agreed that neither this agreement nor any of its terms, provisions, conditions,
representations or covenants can be modified, changed, terminated or amended, waived,
superseded or extended except by appropriate written instrument fully executed by the parties.
If any of the provisions of this agreement shall be held invalid, illegal or unenforceable it shall
not affect or impair the validity, legality or enforceability of any other provision.
17. Warranties Against Contingent Fees, Gratuities, Kickbacks and Conflicts of Interest.
(a) Professional warrants that no person or selling agency has been employed or
retained to solicit or secure this Contract upon an agreement or understanding for a
commission, percentage, brokerage, or contingent fee, excepting bona fide employees or
bona fide established commercial or selling agencies maintained by the Professional for
the purpose of securing business.
(b) Professional agrees not to give any employee of the City a gratuity or any offer of
employment in connection with any decision, approval, disapproval, recommendation,
preparation of any part of a program requirement or a purchase request, influencing the
content of any specification or procurement standard, rendering advice, investigation,
auditing, or in any other advisory capacity in any proceeding or application, request for
ruling, determination, claim or controversy, or other particular matter, pertaining to this
Agreement, or to any solicitation or proposal therefore.
(c) Professional represents that no official, officer, employee or representative of the
City during the term of this Agreement has or one (1) year thereafter shall have any
interest, direct or indirect, in this Agreement or the proceeds thereof, except those that
may have been disclosed at the time City Council approved the execution of this
Agreement.
(d) In addition to other remedies it may have for breach of the prohibitions against
contingent fees, gratuities, kickbacks and conflict of interest, the City shall have the right
to:
1. Cancel this Purchase Agreement without any liability by the City;
2. Debar or suspend the offending parties from being a Professional, contractor or
subcontractor under City contracts;
3. Deduct from the contract price or consideration, or otherwise recover, the value of
anything transferred or received by the Professional; and
4. Recover such value from the offending parties.
18. Fund Availability. Financial obligations of the City payable after the current fiscal year
are contingent upon funds for that purpose being appropriated, budgeted and otherwise made
available. If this Agreement contemplates the City utilizing state or federal funds to meet its
obligations herein, this Agreement shall be contingent upon the availability of those funds for
payment pursuant to the terms of this Agreement.
19. General Terms.
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(a) It is agreed that neither this Agreement nor any of its terms, provisions, conditions,
representations or covenants can be modified, changed, terminated or amended, waived,
superseded or extended except by appropriate written instrument fully executed by the
parties.
(b) If any of the provisions of this Agreement shall be held invalid, illegal or
unenforceable it shall not affect or impair the validity, legality or enforceability of any other
provision.
(c) The parties acknowledge and understand that there are no conditions or limitations
to this understanding except those as contained herein at the time of the execution hereof
and that after execution no alteration, change or modification shall be made except upon a
writing signed by the parties.
(d) This Agreement shall be governed by the laws of the State of Colorado as from time
to time in effect. Venue is agreed to be exclusively in the courts of Pitkin County,
Colorado.
20. Electronic Signatures and Electronic Records This Agreement and any
amendments hereto may be executed in several counterparts, each of which shall be deemed an
original, and all of which together shall constitute one agreement binding on the Parties,
notwithstanding the possible event that all Parties may not have signed the same counterpart.
Furthermore, each Party consents to the use of electronic signatures by either Party. The Scope
of Work, and any other documents requiring a signature hereunder, may be signed electronically
in the manner agreed to by the Parties. The Parties agree not to deny the legal effect or
enforceability of the Agreement solely because it is in electronic form or because an electronic
record was used in its formation. The Parties agree not to object to the admissibility of the
Agreement in the form of an electronic record, or a paper copy of an electronic documents, or a
paper copy of a document bearing an electronic signature, on the grounds that it is an electronic
record or electronic signature or that it is not in its original form or is not an original.
21. Successors and Assigns. This Agreement and all of the covenants hereof shall inure to
the benefit of and be binding upon the City and the Professional respectively and their agents,
representatives, employee, successors, assigns and legal representatives. Neither the City nor the
Professional shall have the right to assign, transfer or sublet its interest or obligations hereunder
without the written consent of the other party.
22. Third Parties. This Agreement does not and shall not be deemed or construed to confer
upon or grant to any third party or parties, except to parties to whom Professional or City may
assign this Agreement in accordance with the specific written permission, any right to claim
damages or to bring any suit, action or other proceeding against either the City or Professional
because of any breach hereof or because of any of the terms, covenants, agreements or
conditions herein contained.
23. Attorney’s Fees. In the event that legal action is necessary to enforce any of the
provisions of this Agreement, the prevailing party shall be entitled to its costs and reasonable
attorney’s fees.
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24. Waiver of Presumption. This Agreement was negotiated and reviewed through the
mutual efforts of the parties hereto and the parties agree that no construction shall be made or
presumption shall arise for or against either party based on any alleged unequal status of the
parties in the negotiation, review or drafting of the Agreement.
25. Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion.
Professional certifies, by acceptance of this Agreement, that neither it nor its principals is
presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily
excluded from participation in any transaction with a Federal or State department or agency. It
further certifies that prior to submitting its Bid that it did include this clause without modification
in all lower tier transactions, solicitations, proposals, contracts and subcontracts. In the event
that Professional or any lower tier participant was unable to certify to the statement, an
explanation was attached to the Bid and was determined by the City to be satisfactory to the City.
26. Integration and Modification. This written Agreement along with all Contract
Documents shall constitute the contract between the parties and supersedes or incorporates any
prior written and oral agreements of the parties. In addition, Professional understands that no
City official or employee, other than the Mayor and City Council acting as a body at a council
meeting, has authority to enter into an Agreement or to modify the terms of the Agreement on
behalf of the City. Any such Agreement or modification to this Agreement must be in writing
and be executed by the parties hereto.
27. Authorized Representative. The undersigned representative of Professional, as an
inducement to the City to execute this Agreement, represents that he/she is an authorized
representative of Professional for the purposes of executing this Agreement and that he/she has
full and complete authority to enter into this Agreement for the terms and conditions specified
herein.
IN WITNESS WHEREOF, the parties hereto have executed, or caused to be executed by their duly
authorized officials, this Agreement of which shall be deemed an original on the date first written
above.
CITY OF ASPEN, COLORADO: PROFESSIONAL:
________________________________ ______________________________
[Signature] [Signature]
By: _____________________________ By: _____________________________
[Name] [Name]
Title: ____________________________ Title: ____________________________
Date: ___________________ Date: ___________________
Approve as to Form:
_____________________
City Attorney
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SCOTT BELONGER
Senior Project Manager
9/19/2022 | 12:26:40 PM EDT
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General Conditions and Special Conditions can be found on City
of Aspen Website.
https://www.cityofaspen.com/497/Purchasing
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EXHIBIT A PROFESSIONAL SERVICES AGREEMENT
Scope of Work
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371 Centennial Parkway, Suite 210, Louisville, Colorado 80027 Phone (503) 287-6825 otak.com
Page 1 of 2
September 15, 2022
Mr. John Spiess
Open Space and Natural Resource Manager
Parks and Open Space
City of Aspen
Re: Maroon Creek Multi-Use Trail
Project Number: 2021-235
Phase 2 (Final Design) – Fee Proposal
Dear John:
As requested, our fee proposal for final design services for the Maroon Creek Multi-Use Trail is attached. Building
off our Phase 1 work, we will provide final construction documents. The attached Phase 1 Conceptual Design will
be used as the basis for this design. The design will be refined based on the newly acquired ground survey provided
by the City of Aspen / Sopris Engineering.
Key aspects of the design include the following:
• 5000 linear feet of multi-use path design divided into 4 segments
• Additional ramp connection to existing trail overpass in Segment 1
• Retaining wall (boulder or modular block) and railing design in steep locations in Segments 1 and 2
• Concrete barriers in constricted areas beneath existing overpasses in Segments 1 and 3
• Driveway and access crossings
• Structural modifications to the existing ARC overpass, west approach ramp in Segment 3
• Pedestrian access improvements at the ARC maintenance drive intersection
• Modifications to the ARC bus stop area
• Modifications to the ARC parking lot and crossing of the ARC entrance drive
• Drainage improvements to the Moore Drive intersection and associated modifications to Maroon
Creek Road.
The details of our expected scope of work are outlined in the attached fee worksheet. Otak’s assumptions
are listed at the bottom of the worksheet. Design submittals will be provided at the 30%, 90% and 100%
construction document levels.
Below is our proposed schedule, based on an assumed start date of October 1, 2022. A more detailed
schedule is included in Attachment C.
Initial Target Schedule
Task Completion Date
Task 1 – 30% Construction Documents November 1, 2022
Task 2 – 90% Construction Documents January 24, 2023
Task 3 – 100% Construction Documents February 28, 2023
Award Construction Contract April 18, 2023
Ribbon Cutting October 17, 2023
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Page 2 of 2
We propose to bill this work on an hourly basis for the costs provided herein. Otak will not exceed the
proposed project total or modify our scope without prior approval in writing from the City.
Thank you for the opportunity to submit this proposal. We are pleased to partner with the City of Aspen to
develop this long-awaited project. Please feel free to contact me anytime at (720) 758-7717 or
scott.belonger@otak.com if you have questions or if you need additional information. I would be happy to
discuss this in detail if needed.
Sincerely,
Scott Belonger, P.E.
Otak, Inc.
Attachments
Attachment A: Otak Scope of Work and Fee
Attachment B: Phase 1 Conceptual Design
Attachment C: Project Schedule
Attachment D: CTL Proposal
Attachment E: Clanton Proposal
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ID Task Name Duration Start Finish
1 Design Contract 34 days Thu 9/23/21 Wed 11/10/21
5 Alignment Selection 122 days Wed 11/10/21Fri 4/29/22
12
13 Public Involvement 25 days Thu 5/5/22 Wed 6/8/22
14 Meeting to refocus public outreach
efforts
0 days Thu 5/5/22 Thu 5/5/22
15 Develop meeting notification 10 days Thu 5/5/22 Wed 5/18/22
16 Public Notifications 15 days Thu 5/19/22 Wed 6/8/22
17 Develop meeting materials 20 days Thu 5/5/22 Wed 6/1/22
18 Meeting 0 days Wed 6/8/22 Wed 6/8/22
19
20 Finalize Phase 1 Deliverables 15 days Fri 4/29/22 Thu 5/19/22
21 Assemble plan 10 days Fri 4/29/22 Thu 5/12/22
22 Budgetary cost estimate 5 days Fri 5/13/22 Thu 5/19/22
23
24 Topographic Survey 100 days Fri 4/29/22 Thu 9/15/22
25 Scoping / Contracting 40 days Fri 4/29/22 Thu 6/23/22
26 Field work 40 days Fri 7/8/22 Thu 9/1/22
27 Office work 10 days Fri 9/2/22 Thu 9/15/22
28 Deliver final design survey 0 days Thu 9/15/22 Thu 9/15/22
29
30 Contracting Final Design 23 days Fri 8/26/22 Tue 9/27/22
31 Scoping and proposal prep 11 days Fri 8/26/22 Fri 9/9/22
32 Contract Approval and NTP 12 days Mon 9/12/22 Tue 9/27/22
33
34 30% Plans 35 days Wed 9/28/22 Tue 11/15/22
35 Geotech studies 30 days Wed 9/28/22 Tue 11/8/22
36 Trail design 20 days Wed 9/28/22 Tue 10/25/22
37 Drainage design and report 10 days Wed 10/26/22Tue 11/8/22
38 Assemble 30% Submittal 5 days Wed 11/9/22 Tue 11/15/22
39 Cost estimate 5 days Wed 10/26/22Tue 11/1/22
40 QC Review 5 days Wed 10/26/22Tue 11/1/22
41 30% Submittal to City 0 days Tue 11/1/22 Tue 11/1/22
42 City Review 5 days Wed 11/2/22 Tue 11/8/22
43 Review Meeting 0 days Tue 11/8/22 Tue 11/8/22
44
45 90% Plans 65 days Wed 11/9/22 Tue 2/7/23
46 Plans 40 days Wed 11/9/22 Tue 1/3/23
47 Specifications 5 days Wed 1/4/23 Tue 1/10/23
48 Cost estimate 5 days Wed 1/4/23 Tue 1/10/23
49 QC Review 5 days Wed 1/4/23 Tue 1/10/23
50 90% Submittal to City 10 days Wed 1/11/23 Tue 1/24/23
51 City Review 10 days Wed 1/25/23 Tue 2/7/23
52 Review Meeting 0 days Tue 2/7/23 Tue 2/7/23
53
54 Construction Documents 15 days Wed 2/8/23 Tue 2/28/23
55 Address Comments 10 days Wed 2/8/23 Tue 2/21/23
56 Final QC 5 days Wed 2/22/23 Tue 2/28/23
57 Submit Bid Documents 0 days Tue 2/28/23 Tue 2/28/23
58
59 Bidding 35 days Wed 3/1/23 Tue 4/18/23
60 City assemble final bid package 5 days Wed 3/1/23 Tue 3/7/23
61 Bidding 15 days Wed 3/8/23 Tue 3/28/23
62 Bid Evaluation, Contractor Selection 5 days Wed 3/29/23 Tue 4/4/23
63 Contract approval 10 days Wed 4/5/23 Tue 4/18/23
64 NTP 0 days Tue 4/18/23 Tue 4/18/23
65
66 Construction 130 days Wed 4/19/23 Tue 10/17/23
67 Contractor Mobilization 10 days Wed 4/19/23 Tue 5/2/23
68 Trail Construction 100 days Wed 5/3/23 Tue 9/19/23
69 Punch List 20 days Wed 9/20/23 Tue 10/17/23
70 Ribbon Cutting 0 days Tue 10/17/23 Tue 10/17/23
4/29
5/5 6/8
5/5
5/5 5/18
5/19 6/8
5/5 6/1
6/8
5/19
4/29 5/12
5/13 5/19
4/29 9/15
4/29 6/23
7/8 9/1
9/15
9/27
9/9 8/26
9/12 9/27
9/28 11/15
9/28 11/8
9/28 10/25
10/26 11/8
11/9 11/15
10/26 11/1
10/26 11/1
11/1
11/2 11/8
11/8
11/9 2/7
11/9 1/3
1/4 1/10
1/4 1/10
1/4 1/10
1/11 1/24
1/25 2/7
2/7
2/8 2/28
2/28
3/1 4/18
3/1 3/7
3/8 3/28
3/29 4/4
4/5 4/18
4/18
4/19 10/17
4/19 5/2
5/3 9/19
9/20 10/17
10/17
10 17 24 1 8 15 22 29 5 12 19 26 3 10 17 24 31 7 14 21 28 4 11 18 25 2 9 16 23 30 6 13 20 27 4 11 18 25 1 8 15 22 29 5 12 19 26 5 12 19 26 2 9 16 23 30 7 14 21 28 4 11 18 25 2 9 16 23 30 6 13 20 27 3 10 17 24 1 8 15 22 29 5 12 19 26 3
Apr '22 May '22 Jun '22 Jul '22 Aug '22 Sep '22 Oct '22 Nov '22 Dec '22 Jan '23 Feb '23 Mar '23 Apr '23 May '23 Jun '23 Jul '23 Aug '23 Sep '23 Oct '23 Nov '23 Dec '23
MAROON CREEK TRAIL
ATTACHMENT C
PROJECT SCHEDULE
Tue 9/13/22
Page 1
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Agreement Professional Services Page 12
EXHIBIT B PROFESSIONAL SERVICES AGREEMENT
Fee Schedule
DocuSign Envelope ID: 104D4339-F776-42DB-9D89-329506FD48FDDocuSign Envelope ID: 89A32BA9-388C-48EA-856D-1F8A778DD348
61
Maroon Creek Multi-Use Trail - Phase 2
Fee Estimate
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Subtotal
Otak
Expense Otak Total Lighting Geotech Subconsultant
Total Team Total
Belonger Beltzer Dooley Borsch Graff Florian Cunningham Woods Clanton CTL
Rates $ 248 $ 217 $ 201 $ 163 $ 155 $ 157 $ 118 $ 110
1.0 30% Design 75 14 117 200 2 58 254 6
1.01 Project Management Team Coordination, Project Review, Invoices, Tracking 16 8 6 6,236$ 6,236$ -$ 6,236$
1.02 Subconsultant Coordination Scope coordination, file transfers, invoice review 1 4 4 1,524$ 1,524$ -$ 1,524$
1.03 30% design kickoff meeting Virtual Meeting with Aspen Staff 4 4 1,796$ 1,796$ -$ 1,796$
1.04 Bi-weekly meetings Assume 6 bi-weekly meetings 6 6 2,694$ 2,694$ -$ 2,694$
1.05 Internal design meetings Assume 4 internal coordination meetings 8 2 4 4 2 2 4 4,970$ 4,970$ -$ 4,970$
1.06 Survey Provided by Sopris Engineering under a direct contract with
COA. Process survey and incorporate previous designs using
LiDAR in NAD83 into new survey file.
12 1,416$ 1,416$ -$ 1,416$
1.07 Geotechnical Soil borings and Geotech report for design parameters and
recommendations for retaining walls in 3 locations, bridge
abutment and pier foundations, and pavement design through
the project. Slope stability analysis at significant cut locations.
-$ -$ 15,000$ 15,000$ 15,000$
1.08 Drainage Memo Drainage calcs and memo for changes in drainage patterns and
new inlets required due to new concrete barriers added to
roadway in segments 1 and 3 and potential changes to storm
sewer in Segment 1 near existing overpass. We expect
drainage in Segment 2 & 4 to remain as-is.
12 40 8,932$ 8,932$ -$ 8,932$
1.09 Renderings This is a budget place holder for a rendering if needed. The
location and style to be determined. This may be done by Otak
or an outside consultant depending on the nature of the
rendering desired.
-$ 5,000$ 5,000$ -$ 5,000$
30%Plans
1.10 General Sheets Title Sheet, Site Plan, General Notes 1 6 909$ 909$ -$ 909$
1.11 Path Typical Sections 3 Sheets, including rock walls and sections with railings,
thickened edges, guardrails, rock walls. Sections will include
asphalt and concrete as appropriate.
2 4 12 2,716$ 2,716$ -$ 2,716$
1.12 Utility Plans Prepare clear and comprehensive plans showing existing utilities
with impacts identified. The existing utilities are extensive.
Identify the owner of each utility.
16 20 4,968$ 4,968$ -$ 4,968$
1.13 Path Plan and Profile (Seg 1)5 Sheets at 40 scale including additional ramp to overpass and
concrete barrier beneath the overpass. Proposed retaining walls
will be shown in plan and profile drawings. This will also include
minor modifications to the Kiss and Ride to connect to the
existing perimeter trail.
2 4 20 3,660$ 3,660$ -$ 3,660$
1.14 Path Plan and Profile (Seg 2)5 Sheets at 40 scale including crossing of Moore driveway. It is
assumed that MCR alignment will remain as-is. Potential
modifications to the existing guardrail will be discussed.
2 4 20 3,660$ 3,660$ -$ 3,660$
1.15 Path Plan and Profile (Seg 3)1 Sheet at 40 scale. Additional detail plans provided for
modifications to the existing overpass.
2 4 20 3,660$ 3,660$ -$ 3,660$
1.16 Path Plan and Profile (Seg 4)2 Sheets at 40 scale. Design based on previous Alt C
alignment. Refine to minimize impacts to existing trees.
Coordinate with Iselin Tennis improvements. This will include
minor modifications to the existing parking lot.
2 12 20 5,268$ 5,268$ -$ 5,268$
Project Cost Worksheet
MCT~AD #1 Proposal ~ Fee ~ 2022-09-15.xlsx Page 1 of 4 9/15/2022
Attachment A
DocuSign Envelope ID: 104D4339-F776-42DB-9D89-329506FD48FDDocuSign Envelope ID: 89A32BA9-388C-48EA-856D-1F8A778DD348
62
Maroon Creek Multi-Use Trail - Phase 2
Fee Estimate
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Expense Otak Total Lighting Geotech Subconsultant
Total Team Total
Belonger Beltzer Dooley Borsch Graff Florian Cunningham Woods Clanton CTL
Rates $ 248 $ 217 $ 201 $ 163 $ 155 $ 157 $ 118 $ 110
Project Cost Worksheet
1.17 Drainage Plans Conceptual grading and drainage plans included modification to
existing storm sewer as needed..
1 6 24 16 7,254$ 7,254$ -$ 7,254$
1.18 High School Road Intersection Plan Plan showing minor modifications High School Road/ARC
maintenance drive and MRC intersection to improve pedestrian
access, crossing location, and existing RRFB location.
1 4 8 8 3,300$ 3,300$ -$ 3,300$
1.19 ARC Bus Pullout Plan Detail plan showing improvements and modifications at the ARC
up valley bus stop. This will include changes to existing
sidewalk connections, ARC parking lot drop off area, relocation
of bike share station. Assume that RFTA shelter remains as-is.
2 16 16 4,992$ 4,992$ -$ 4,992$
1.20 Moore Drive Intersection Improvements Intersection improvements to improve drainge. This will likely
include raising profile of Moore Drive at the intersection and
raising of the adjacent section of Maroon Creek Road. A new
culvert or other drainage convenence will be included. This may
also include minor shifts to the MRC centerline alignment within
the limits of existing pavement.
1 12 16 12 6,684$ 6,684$ -$ 6,684$
1.21 Maroon Creek Overpass Modification Plan Conceptual design and details showing proposed modifications
to the south approach of the existing ARC overpass to
accommodate the trail. This will include pier, abutment and
approach location and layout changes. Up to 3 alternatives
layouts and aesthetic treatments will be considered. Our
previous study of alternatives will be revisited now that actual
ground survey has been acquired.
4 12 24 40 13,788$ 13,788$ -$ 13,788$
1.22 Lighting Plans Retrofit lighting at ARC overpass, new lighting at ARC service
entrance/High School Road, new and modified lighting at ARC
Bus Stop.
4 472$ 472$ 7,495$ 7,495$ 7,967$
1.23 Conceptual Phasing Plan Conceptual phasing plans for portions of the project that will
impact traffic on MCR.
16 24 6,048$ 6,048$ -$ 6,048$
1.24 Cross Sections Provide trail cross sections at 50' spacing.16 1,888$ 1,888$ -$ 1,888$
1.25 Utility Coordination 24 3,912$ 3,912$ -$ 3,912$
1.26 Preliminary Quantities Quantity calculations for all major items 1 12 16 4,092$ 4,092$ -$
1.27 Cost Estimate 4 4 4 2,116$ 2,116$ -$ 2,116$
1.28 QC Review 12 16 5,488$ 5,488$ -$ 5,488$
1.29 30% Review Meeting Including prep and follow up. Assume we may do this in person
or have a separate site visit to review the 30% plans on the
ground.
4 12 12 5,360$ 800$ 6,160$ -$ 6,160$
MCT~AD #1 Proposal ~ Fee ~ 2022-09-15.xlsx Page 2 of 4 9/15/2022
Attachment A
DocuSign Envelope ID: 104D4339-F776-42DB-9D89-329506FD48FDDocuSign Envelope ID: 89A32BA9-388C-48EA-856D-1F8A778DD348
63
Maroon Creek Multi-Use Trail - Phase 2
Fee Estimate
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Subtotal
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Expense Otak Total Lighting Geotech Subconsultant
Total Team Total
Belonger Beltzer Dooley Borsch Graff Florian Cunningham Woods Clanton CTL
Rates $ 248 $ 217 $ 201 $ 163 $ 155 $ 157 $ 118 $ 110
Project Cost Worksheet
2.0 90% Design 63 22 82 184 74 94 344 0
2.01 Project Management Team Coordination, Project Review, Invoices, Tracking 16 8 5,576$ 5,576$ -$ 5,576$
2.02 Subconsultant Coordination File transfers, invoice review 4 804$ 804$ -$ 804$
2.03 Bi-weekly client coordination meetings Assume 6 bi-weekly meetings 6 6 2,694$ 2,694$ -$ 2,694$
2.04 Internal design meetings Assume 4 internal coordination meetings 8 2 4 4 2 2 4 4,970$ 4,970$ -$ 4,970$
-$ -$ -$
90% Plans
2.05 General Sheets Title Sheet, Site Plan, General Notes 2 4 906$ 906$ -$ 906$
2.06 Path Typical Sections Refine and finalize as described above.2 4 12 2,716$ 2,716$ -$ 2,716$
2.07 Summary of Approximate Quantities Quantities will be broken down by trail segment.8 16 3,192$ 3,192$ -$ 3,192$
2.08 Survey Tabulation and Control 4 472$ 472$ -$ 472$
2.09 Geometric Control 12 1,416$ 1,416$ -$ 1,416$
2.10 Removal and Reset Plans 7 Sheets at 40 scale, two plans per sheet. Includes tree removal
plans at ARC.
4 16
2.11 Utilities Existing utilities with impacts identified. Assume utility relocation
design by utility owners.
16 16 4,496$ 4,496$ -$ 4,496$
2.12 Erosion Control and Stormwater
Management Plans
Erosion control and stormwater management per CDOT or COA
requirements for projects over 1 acre. Provide 4 sheet narrative
and 14 sheet SWMP (7 sheet interim and 7 sheet final).
2 16 24 5,842$ 5,842$ -$ 5,842$
2.13 Final Phasing Plan Final work zone traffic control plans for construction activities
that are expected to impact traffic adjacent to the existing
overpasses in Segments 1 and 3. Includes advanced signing
plans.
16 24 6,048$ 6,048$ -$ 6,048$
2.14 Path Plan and Profile (Seg 1)Refine and finalize as described above.1 4 16 2,940$ 2,940$ -$ 2,940$
2.15 Path Plan and Profile (Seg 2)Refine and finalize as described above.1 4 16 2,940$ 2,940$ -$ 2,940$
2.16 Path Plan and Profile (Seg 3)Refine and finalize as described above.1 4 16 2,940$ 2,940$ -$ 2,940$
2.17 Path Plan and Profile (Seg 4)Refine and finalize as described above.1 4 16 2,940$ 2,940$ -$ 2,940$
2.18 Drainage Plans Refine and finalize as described above.1 6 24 16 7,254$ 7,254$ -$ 7,254$
2.19 High School Road Intersection Plan Refine and finalize as described above.1 4 8 8 3,300$ 3,300$ -$ 3,300$
2.20 ARC Bus Pullout Plan Refine and finalize as described above.2 16 16 4,992$ 4,992$ -$ 4,992$
2.21 Moore Drive Intersection Improvements Refine and finalize as described above.1 4 16 12 5,076$ 5,076$ -$ 5,076$
2.22 Maroon Creek Overpass Modification Plan Refine and finalize as described above.2 12 16 4,340$ 4,340$ -$ 4,340$
2.23 Overpass Structural Design and Details Pier foundation and superstructure design and details.
Abutment design and detail. Approach retaining walls and
railings. Temporary shoring and crane lifting considerations and
conceptual staging plan.
2 6 60 80 23,658$ 23,658$ -$ 23,658$
2.24 Lighting Plans Refine and finalize as described above.-$ -$ 7,495$ 7,495$ 7,495$
2.25 Final Signing and Striping Plans Includes roadway trail signing and striping. Modification of
striping at ARC maintenance drive.
8 16 3,192$ 3,192$ -$ 3,192$
2.26 Site Restoration Plans This will include seeding, tree locations, tree planting details,
and irrigation restoration notes. Irrigation plans will not be
provided. This will be included as part of the final SWMP
2 4 874$ 874$ -$ 874$
2.27 Boulder Wall Plan, Elevation and Details Structural design check, section details, general plan and
elevation for two wall sections in Segment 1, and 1 in Segment
2.
8 24 4,072$ 4,072$ -$ 4,072$
MCT~AD #1 Proposal ~ Fee ~ 2022-09-15.xlsx Page 3 of 4 9/15/2022
Attachment A
DocuSign Envelope ID: 104D4339-F776-42DB-9D89-329506FD48FDDocuSign Envelope ID: 89A32BA9-388C-48EA-856D-1F8A778DD348
64
Maroon Creek Multi-Use Trail - Phase 2
Fee Estimate
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Expense Otak Total Lighting Geotech Subconsultant
Total Team Total
Belonger Beltzer Dooley Borsch Graff Florian Cunningham Woods Clanton CTL
Rates $ 248 $ 217 $ 201 $ 163 $ 155 $ 157 $ 118 $ 110
Project Cost Worksheet
2.28 Railing Details Detailing for outside railings on thickened edges in steep areas
and on the tops of concrete barriers.
4 12 2,504$ 2,504$ -$ 2,504$
2.29 Cross Sections 12 1,416$ 1,416$ -$ 1,416$
2.30 Utility Coordination Coordination with gas, electric, and telecom.20 3,260$ 3,260$ -$ 3,260$
2.31 Final Quantities 12 24 4,788$ 4,788$ -$
2.32 Cost Estimate 2 2 4 1,734$ 1,734$ -$ 1,734$
2.33 Project Special Provisions 2 2 16 3,444$ 3,444$ -$ 3,444$
2.34 QC Review 12 4 3,844$ 3,844$ -$ 3,844$
2.35 90% Meeting Includes prep and follow up 4 4 4 2,512$ 2,512$ -$ 2,512$
3.0 100% Construction Documents
and Bidding Assistance 18 7 42 56 12 24 48 6
3.01 Final Plans Finalize plans based on City of Aspen and Pitkin County
comments.
4 2 20 40 12 16 40 21,058$ 21,058$ -$ 21,058$
3.02 Final Estimate Also prepare bid form.1 1 8 8 8 4,321$ 4,321$ -$ 4,321$
3.03 Final Specifications / Bid Package Assume Otak prepares technical specs. COA prepares
remaining portions of the project manual / bid package (Invitation
to bidd, instructions to bidders, general conditions, bonding
requirements, sample construction contract, etc.).
2 4 8 4 3,044$ 3,044$ -$ 3,044$
3.04 Final QC 8 4 8 4,108$ 4,108$ -$ 4,108$
3.05 Attend Prebid meeting Assume virtual meeting or attendance by conference call.2 402$ 402$ -$ 402$
3.06 Addendum assistance 1 6 1,454$ 1,454$ -$ 1,454$
3.07 Review bids 2 2 2 1,118$ 1,118$ -$ 1,118$
PHASE TOTALS
1.0 30% Design 75 14 117 200 2 58 254 6 117,803$ 5,800$ 123,603$ $ 7,495 $ 15,000 22,495$ 146,098$
2.0 90% Design 63 22 82 184 74 94 344 0 131,152$ -$ 131,152$ $ 7,495.00 $ - 7,495$ 138,647$
3.0 100% Construction Documents and
Bidding Assistance 18 7 42 56 12 24 48 6 35,505$ -$ 35,505$ $ - $ - -$ 35,505$
Total 156 43 241 440 88 176 646 12 284,460$ 5,800$ 290,260$ 14,990$ 15,000$ 29,990$ 320,250$
4
A
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F
No public meetings will be required.
Any additional ground survey, easement legal descriptions, or other PLS work will be handled by Sopris Engineering or others under a direct contract with City of Aspen.
Utility locates are provided by Sopris Engineering and/or their subconsultants. Subsurface Utility Engineering (SUE), potholing or other utility locating surfaces are not included.
No landscape architecture services are included. Site restoration plans will include seeding, simple tree planting locations and details and irrigation restoration notes.
No environmental studies or services are included.
ASSUMPTIONS AND EXCLUSIONS
MCT~AD #1 Proposal ~ Fee ~ 2022-09-15.xlsx Page 4 of 4 9/15/2022
Attachment A
DocuSign Envelope ID: 104D4339-F776-42DB-9D89-329506FD48FDDocuSign Envelope ID: 89A32BA9-388C-48EA-856D-1F8A778DD348
65
MEMORANDUM
TO:Mayor and City Council
FROM:Nicole Henning
MEMO DATE:September 22, 2022
MEETING DATE:September 27, 2022
RE:Board Appointments
By adopting the Consent Calendar, Council is making the following appointments:
Councilor John Doyle to the Board of Health
66
1
REGULAR MEETING ASPEN CITY COUNCIL AUGUST 9, 2022
At 5:00 p.m. Mayor Torre called the regular meeting to order with Councilors Doyle, and Richards
present. Councilors Hauenstein and Mesirow joined via Zoom.
PUBLIC COMMENT:
Pat Degelo – Ms. Degelo said she is here again because of the living lab. She said there are new green
and white cones added and they are a big hazard. Visually it’s getting worse. This is not what the citizens
want. You say you listen to us, but she doesn’t think so. Please stop it early. She hears from people on a
daily basis and said it looks like a gone bad go cart course.
Seth Turok – Mr. Turok said he does not own a business in town, but he’s lived here for 30 years. He said
this group doesn’t get it. He can’t think of a single person who has welcomed the living lab warmly. He
would love to know the comparables used to come up with this and he would love to see this data.
Mayor Torre said if he leaves his email address, he will be happy to give him all the information he
wants. Mr. Turok said the communication from certain members of city staff needs to be improved. He
mentioned calling the city managers office and not receiving a call back.
Sarah Pletts – Ms. Pletts said her comments are in regard to the John Denver Sanctuary. She’s asking for
this to be put into a perpetual trust. She began to sing a rendition of “Annie’s Song”. She said she lives in
a small art studio on the side of the park. She loves theater. She’s wary of keeping development out of
the John Denver Sanctuary. Please let us to continue to use this park as it is. She wished for people to
come back in person to council chambers to speak their minds. Let’s fill it up with “us” again please.
Tara Nelson – Ms. Nelson said she is here to speak about traffic and the speedway on Cemetery Lane.
Her children shared two stories with her recently. She spoke about e-bike usage. Her son shared a story
with her about an e-bike crash with a regular bike in front of their house. She then told a story of her
daughter who could not use the crosswalk to cross the street because traffic wouldn’t stop for her.
Kenny & Robin Smith – Mr. Smith said they are residents and own Meridian Jewelers. He is here to
speak about the living lab. It’s still just not working. We have many ideas we would like to share, such as,
adding stop signs, reducing the speed limit in the core, etc. We still feel as though city council isn’t
listening to us. If we are moving in the direction of being like Vail, what is the solution for those who
must drive? He is submitting another petition that has been signed by many people and locals again. He
suggested ending the lab sooner than later because of the resoundingly negative feedback. Let’s work
together to come up with a better solution. Ms. Smith said if this was to theoretically work, it would only
be for part of the day because in the evening, the people coming out to go to dinner, are not riding
bikes.
Mayor Torre said there are elements of the lab that are to be removed sometime in September.
John Spiess and Brian Long of the Parks Department gave three updates on projects that are ongoing.
Mr. Spiess spoke about the cottonwoods in town being defoliated, and the Douglas Fir beetle treatment.
Mr. Long spoke about a project on the ABC Trail and said they will be working on the bridge portion of
that trail to install an epoxy overlay.
COUNCILMEMBER COMMENTS:
Councilor Hauenstein thanked everyone speaking on the living lab. If there is a balance between car
usage and bicyclers, it’s elusive. It takes a long time for people to change their social behaviors. He
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REGULAR MEETING ASPEN CITY COUNCIL AUGUST 9, 2022
commented on his comments last Tuesday. He made some comments that were out of line and hurtful.
He said Councilor Richards has dedicated her life to Aspen public service and we have to allow each
other to be themselves. He apologizes to her and to the public for trying to limit her comments.
Councilor Doyle said 50% of the US is experiencing a drought. He spoke about Salt Lake’s dwindling
water supply. There is an extreme drought in Mexico. He spoke about Kentucky and St. Louis being hit
by flooding. We’re not moving fast enough to avert these disasters.
Mayor Torre said he wants people to know we are opening the RFP process for the Rio Grande
restaurant space via Bidnet.com. They will be taking these up until Friday the 16th. There will be an open
house on this property on the 23
rd.
AGENDA AMENDMENTS: None.
CITY MANAGER COMMENTS:
City Manager, Sara Ott, said she spent time out with Chief Ballentine on the living lab. She said police
and staff is out there observing the area as well. From 7 am to 7 pm there will be nightwork next week
for a stormwater line across Main Street. She said she does have Mr. Turok’s information and she last
spoke with him on June 3rd regarding his complaint about a staff member. This is the first she has heard
from him about the living lab. She’s happy to share his contact information with the mayor.
BOARD REPORTS:
Councilor Doyle said he had a CORE meeting, and the methane project is moving forward.
Councilor Richards is leaving tomorrow for Rangely for a Club 20 policy meeting where public lands and
energy are topics on the agenda.
Councilor Mesirow had APCHA which continues to work on rightsizing standards for sellers. We had our
4th HomeTrek presentation at this meeting.
CONSENT CALENDAR:
Mayor Torre pulled Resolution #095 and #097.
Resolution #095/#097, Series of 2022 – Old Powerhouse Preservation Design Services Change Order
and Construction Manager as Advisor Add Service – Evan Pletcher, Asset Department
Mayor Torre asked about the renovation of the Powerhouse and whether that would bring all city
employees into the area and if we would continue to have leased space.
Ms. Ott said that is the intention. We will continue the consolidation of staff and the Powerhouse is the
closest to the new campus.
Councilor Richards motioned to approve the consent calendar; Councilor Doyle seconded.
Roll call vote: Doyle, yes; Hauenstein, yes; Mesirow, yes; Richards, yes; Torre, yes. 5-0, motion carried.
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REGULAR MEETING ASPEN CITY COUNCIL AUGUST 9, 2022
PUBLIC HEARINGS
ORDINANCE #15, SERIES OF 2022 – 470 Rio Grande Place, Theater Aspen, Minor Amendment to a
Planned Development Project Review Approval – Amy Simon, Planning Director & Alan Richman of Alan
Richman Planning Services, Inc. Jeff Bernstein of Theater Aspen was also present.
Ms. Simon said this is a request to allow the roof membrane to stay up year-round. They have provided
additional information that was requested regarding the trailers and structures behind the tent and
added some figures into the memo which were requested regarding how much it costs the theater to
put up and take down the structure every year.
Mayor Torre opened public comment.
Sarah Pletts – Ms. Pletts said there are real concerns about being at the top of the watershed. She has
serious concerns about the environmental impacts. Councilor Richards clarified that this is only for
leaving the tent up. Ms. Pletts said she’s commenting on both items. She spoke about balancing all of
nature and not harming animals.
Mayor Torre closed the public hearing.
Councilor Richards said it makes more sense to her to leave up the structure during the winter. It looks
like a lot of work, time, and expense to take the roof on and off. She really thinks it looks ugly in the
winter.
Councilor Richards motioned to approve Ordinance #15, Series of 2022; Councilor Doyle seconded.
Mayor Torre said he doesn’t see this as any different than the framework staying up, which he had
voted against in the past. He is interested in seeing this stay up for the next year and seeing the impacts.
He asked City Attorney, James R. True, if an amendment could be made to revisit this after a year.
Mr. True said they can certainly amend the ordinance and bring it back. He recommended a condition in
the ordinance.
Mayor Torre said he doesn’t foresee any issues and doesn’t think it will have negative impacts, but he
doesn’t know that for sure.
Councilor Richards said she’s fine with the ordinance as it came to them. She amended the motion she
made to include a two-year review necessary for this ordinance to continue in effect for the length of
the lease.
Mr. True asked for a few minutes to work on the language.
Councilor Richards withdrew her amendment and original motion.
Ms. Simon said she has something written up on the screen that they can help with.
Mr. Bernstein said they should clarify on what terms is this being reviewed. This feels like a fairly benign
matter.
Phillip Supino, Community Development Director, said this is within council’s purview to review this at a
later date and can be written into the approval pretty easily.
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REGULAR MEETING ASPEN CITY COUNCIL AUGUST 9, 2022
Councilor Doyle said it does trouble him to be heating an unused space. That said, he will go along with
the rest of council.
Mayor Torre said all he’s really looking for is a check in at two years if it’s necessary.
Ms. Simon read the condition that was added to the ordinance.
Councilor Richards motioned to approve Ordinance #15; Series of 2022 as amended with the addition of
condition #6; Councilor Doyle seconded.
Roll call vote: Doyle, yes; Hauenstein, yes; Mesirow, yes; Richards, yes; Torre, yes. 5-0, motion carried.
ACTION ITEM:
Resolution #096, Series of 2022 – 516 E. Hyman Avenue – Growth Management Review – Phillip
Supino, Community Development Director and Garret Larimer, City Planner
Mr. Supino said we’re talking about mixed-use space. The proposal is to move the affordable housing
unit into a two-bedroom free market condo and concurrently deed restrict and create affordable
housing credits from the seven other units in the free-market condo building. The applicants are Mark
Hunt and the Aspen Public School District. Staff is recommending approval.
Councilor Mesirow thanked staff for bringing this forward and said it’s a win win project.
Councilor Hauenstein agreed and said he would not like to see these leave the availability pool for
schools and teachers.
Councilor Doyle said he thinks this is a slam dunk. This is a great deal for our community.
Councilor Doyle motioned to approve Resolution #096, Series of 2022; Councilor Richards seconded.
Councilor Richards said she thinks it’s a great project.
Roll call vote: Doyle, yes; Hauenstein, yes; Mesirow, yes; Richards, yes; Torre, yes. 5-0, motion carried.
City Attorney, James R. True, introduced the Executive Session.
Councilor Richards motioned to move into Executive Session; Councilor Doyle seconded.
Roll call vote: Doyle, yes; Hauenstein, yes; Mesirow, yes; Richards, yes; Torre, yes. 5-0, motion carried.
_____________________________
Nicole Henning, City Clerk
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SPECIAL MEETING ASPEN CITY COUNCIL AUGUST 29TH, 2022
At 4:00 p.m. Mayor Torre called the regular meeting to order with Councilors Doyle, Richards, and
Hauenstein present. Councilor Mesirow was absent.
ACTION ITEMS:
Resolution #106, Series of 2022 – A resolution of the City Council of the City of Aspen, Colorado,
submitting to the electorate of the City of Aspen at the November 8th, 2022, coordinated election a
certain question imposing a short-term rental tax for the purposes described in the ballot question.
City Manager, Sara Ott, said this is the work product of your discussion a couple of weeks ago about
short-term rentals and whether we should forward a question to the voters related to it. This is about
facilitating that voter question and whether it’s an appropriate activity for the community. Our
intentions are that we will provide a quick staff report and answer any clarifying questions.
Finance Director, Pete Strecker, shared his screen for his presentation.
Mr. Strecker recapped the direction received from council on August 16
th. Since then, they began to
develop ballot language, explore tiered rate structure, develop financial analysis, and prioritize revenue
to affordable housing. During that meeting, we took away a baseline number to start with. We need to
get clarity on this and how to structure the ballot language. He said the questions for council would be
what rates for what permit types, and how prescriptive should the ballot language be.
Councilor Hauenstein said he would like to see a 70% min with a 30% flexibility. Councilor Richards said
she agrees with that. She said we’ve heard from Skippy that he feels it should be for higher numbers
than what we are asking at this time. Councilor Doyle said he would support 70/30 as well.
Councilor Hauenstein said the whole moratorium was addressing the very ideals that this tax represents.
He spoke about the various issues in neighborhoods and suggested a zoning overlay in the permits. He
suggested a 20% tax on the standard places in neighborhoods. This is the time to be proactive instead of
reactive.
Councilor Richards said it’s important to note that property tax is an element of how to make the STR
tax fair. She can’t see exempting the lodge hotels from this. It would be easier for them to not upset
anyone and see if it works out in 3-5 years. She will support this with a few changes.
Councilor Doyle said bravo to Councilor Richards. She stated her position very well. He agrees that the
condo hotels have been in operation for years and have accommodated tourists and have come to be
expected. Some also house workers. He supports it and said he has yet to see people stop coming here
because of raised taxes.
Mayor Torre said his comments are for council members, but he will also speak to the people who are
here in the room. None of us enjoy strains on our community or infrastructure. None of us enjoy asking
for tax approval from our voters. We’re taking care of our community. From the survey, a majority of
the community, 2/3 of the polled electorate, supports an STR tax. STR and affordable housing is clearly
linked in the minds of tax supporters. There was also a tiered question that was asked. He doesn’t sit in
this seat determining what he wants personally, but he sits in the seat working on solutions for our
community. Voters will determine the outcome. He can support what we are initiating, and it is
returning to them what they asked for in the polling.
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SPECIAL MEETING ASPEN CITY COUNCIL AUGUST 29TH, 2022
Councilor Hauensteinsaid he can support a tiered structure. He asked if there is support for the classics
that would require a zoning overlay, but he realizes that this would make things more difficult.
Councilor Richards said to sort through this potential zoning change, we would be speaking about march
at the earliest or possibly next November. She can’t go there because of this and to see it delayed
because of this.
Councilor Hauensteinsaid he is ok with modifying it in the future. But he does feel there is an equity
issue.
Councilor Richards said she feels the proposal in front of them is pretty solid.
Councilor Doyle said he is happy with staff’s recommendation.
Mayor Torre said he is happy with 5 and 10 and said it’s a clean delineation for the community. We are
taking the softest approach here. 70% would be allocated to affordable housing and 30% would be
dedicated to other uses (infrastructure and environmental).
Councilor Richards motioned to approve Resolution #106, Series of 2022 with the listed modifications;
Councilor Doyle seconded.
Councilor Hauensteinsaid this is not a perfect answer to the questions and it could be more surgical, but
it’s a step in the right direction.
Roll call vote: Doyle, yes; Hauenstein, yes; Richards, yes; Torre, yes. 4-0, motion carried.
Councilor Richards motioned to adjourn; Councilor Doyle seconded. Roll call vote: Doyle, yes;
Hauenstein, yes; Richards, yes; Torre, yes. 4-0, motion carried.
_____________________________
Nicole Henning, City Clerk
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1
SPECIAL MEETING ASPEN CITY COUNCIL SEPTEMBER 6TH, 2022
At 4:00 p.m. Mayor Torre called the regular meeting to order with Councilors Doyle, Richards,
Hauenstein, and Mesirow present.
ACTION ITEMS:
Review of Special Event Park Permit Application for Rio Grande Park in February 2023 – Nancy Lesley
and Sam Lovstad of the Special Events Department along with David and Michael Goldberg of Belly Up
Ms. Lesley said she and Sam are here today representing the Special Event Department Committee. She
said Belly Up would like to host an outdoor concert on a Friday and Saturday night February 24
th and
25th at the Rio Grande Park. She gave list of departments who sit on the committee. She said they are
proposing a summertime date and a wintertime date. Staff has seen this proposal twice as the same
proposal, just different dates. There would be 4000 people with food and beverage served inside the
venue. Parks staff are comfortable with the dates and are continuing the conversation regarding
mitigation, etc. They would ask the applicant to post a bond for potential turf damage. There would be a
stage at the east end of the park, with restrooms at the west end. Along the Rio Grande will be food and
beverage tents. There will be no parking and no driving to the event. Staff feels maybe a summer date
would be more preferable, rounding out the 4th of July with an evening concert.
David Goldberg approached the applicant desk to speak. Mr. Goldberg said the area would betented
but not enclosed with heating. There will be a VIP area which would be heated with propane tanks.
Mr. Lovstad passed out a diagram.
Councilor Richards asked about the 4000 number and Ms. Lesley said they defer to the fire Marshall on
that and it’s where the number came from.
Mr. Goldberg said if electric is preferred, that’s the route they will go. Noting is set in stone and is
malleable at this point.
City Manager, Sara Ott, said there are limitations on the city utility department for this event.
Mayor Torre asked about park fees and asked how long the park would be closed for. Ms. Lesley said 5-6
days. Mayor Torre suggested adjusting the fees in accordance. He asked about the noise ordinance and
whether the music would be done by 10 p.m. and Mr. Goldberg said yes.
Councilor Richards asked who is monitoring the noise levels and Ms. Lesley said staff will be. Councilor
Richards said she thinks this is a nice experiment for profit endeavor. She suggested not having it on July
4th, as she tends to think of another weekend without so many other chaotic events.
Councilor Hauensteinsaid he hopes they have dibs on the park since having an event didn’t work out
this past year. It’s time to have some fun.
Mayor Torre said he agrees about early discounted ticketing for locals, and he would love a charity or
benefit associated with this. The exclusivity of this is going to be felt. He’s supportive this evening,
however. He hopes you knock it out of the park, but he does have concerns.
Councilor Doyle is prepared to move forward with this, but said he is disappointed that we’re talking
about another exclusive event that is heated outdoors.
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SPECIAL MEETING ASPEN CITY COUNCIL SEPTEMBER 6TH, 2022
Councilor Mesirow said this is something worth trying. Hopefully this is something we can be proud of
and talk about. He’s happy to see a community component because giving back is a good thing.
Mayor Torre suggested charging the park fee the day before and after, so four days total. Councilor
Richards said she is supportive of that. Councilor Mesirow said it may drive up the ticket price.
City Attorney, James R. True, suggested a motion would be appropriate. He read the statute that they
should reference in the motion.
Councilor Hauensteinmotioned to approve; Councilor Mesirow seconded. Roll call vote: Doyle, yes;
Hauenstein, yes; Mesirow, yes; Richards, yes; Torre, yes. 5-0, motion carried.
Consideration of Additional Support to UN Mountain Partnership Meeting – Sara Ott, City Manager
Ms. Ott said she forwarded council an email from AIMF regarding their request and the financial gap
they are facing. She said council has its own budget to approve items like this.
Councilor Richards said she supports this.
Mayor Torre said he supports the 25,000 addition. Councilor Richards agreed and said it’s a great honor.
Councilor Doyle said hefully supports this.
Councilor Hauenstein said this falls in line with the top three focuses of council. He wishes the down
valley towns would contribute as well, as it seems like we are being the sole supporters.
Mayor Torre said the organizers feel much the same. We support them with the $25,000 tonight and
said he’s got ideas for other resources and continue the conversation.
Councilor Hauenstein motioned to approve; Councilor Mesirow seconded. Roll call vote: Doyle, yes;
Hauenstein, yes; Mesirow, yes; Richards, yes; Torre, yes. 5-0, motion carried.
Councilor Richards said her husband is having knee surgery, so she’s not sure if she will be at the work
session on October 18
th.
Councilor Hauensteinsaid he will miss the 12th and 20th in September because he will be representing
Sister Cities in Bariloche.
Mr. True introduced the executive session regarding the city manager review, and they are also
requesting a discussion on the ACRA lease agreement.
Councilor Richards motioned to move into executive session; Councilor Doyle seconded. Roll call vote:
Doyle, yes; Hauenstein, yes; Mesirow, yes; Richards, yes; Torre, yes. 5-0, motion carried.
Mr. True noted that they will convene downstairs and adjourn in Electric Pass.
Mayor Torre requested to stay in council chambers to be in a bigger room. Ms. Ott said they will need to
take a small break for Grassroots to shut down production.
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SPECIAL MEETING ASPEN CITY COUNCIL SEPTEMBER 6TH, 2022
_____________________________
Nicole Henning, City Clerk
75
MEMORANDUM
TO:City Council
FROM:James R. True, City Attorney
CC:Sara Ott, City Manager
Phillip Supino, Community Development Director
MEMO DATE:September 22, 2022
MEETING DATE:September 27, 2022
RE:Resolution # 113, Series of 2022
Cooper Street Amendment to Covenants
REQUEST OF COUNCIL:To consider Resolution # 113, Series of 2022, which would
provide consent of the City Council to an amendment to the restrictive covenants to the
property at 508 East Cooper Avenue, previously known as the Cooper Street Pier
property. The covenants currently provide restrictions on the use of the basement
property for a restaurant, bar, or brewery with restrictions on lease amounts and
operations. The amendment proposes to change only the hours of operation.
SUMMARY AND BACKGROUND: A redevelopment was proposed for the property at
508 East Cooper Avenue pursuant to an application filed on March 27, 2007. Following
a denial of that application in November of 2007, litigation ensued. As part of the
settlement of that litigation restrictive covenants were placed on the lower level of the
property to ensure a local serving restaurant and/or bar in the lower level. The property
had been the location of a long operating, local’s restaurant and bar establishment known
as the Cooper Street Pier and a restaurant in the basement known as Lucci’s.
Unfortunately, for various reasons, the space has remained empty since the building was
completed. Recently, a proposed tenant, Brad Smith, former operator of the Red Onion,
has been in negotiations with the owner to provide what they believe will be a restaurant
that will serve locals. However, the proposed tenant has concerns over the requirement
of the covenants for specific hours of operation. The current covenants provide the
following:
In addition, any Lease to the Lower Level shall include a requirement that
the business operate for forty-four weeks per year and that the business
maintain business hours of at least between eleven o’clock a.m. to eleven
o’clock p.m., six days per week.
The current proposal is to eliminate the restriction on hours of operation.
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In addition, the current covenants provide a limitation on pricing that was based on a
comparison with Bentley’s Restaurant at the Wheeler. The amendment proposes to
delete the comparison to any specific existing restaurant but maintain the obligation to
provide price limitations based on comparisons with multiple restaurants.
DISCUSSION:The proposed tenant will be available to address this request. Otherwise,
the request is relatively straightforward. The specific changes to the restriction are
outlined in red below:
3. Lease Restrictions. The lease entered between Declarant and any
prospective tenant shall include a limitation on the prices of food,
excluding alcoholic beverages, that may be charged by the Tenant to its
customers and the right to terminate the lease if the price limitation
is violated. Such limitation shall require that the average price of food,
excluding alcoholic beverages, that may be charged by the Tenant shall
be reasonably comparable with the menu pricing of Bentley’s Restaurant
within the Wheeler Opera House. Reasonably comparable shall be
deemed to mean within ten percent of the average price of food products
sold by Bentley’s, so long as Bentley’s maintains its current, 2008,
operational format. If Bentley’s ceases to operate in its current format,
then the pricing on the Tenant’s menu, measured separately for lunch and
dinner, shall be within the lower one-third of the average price of food,
excluding alcoholic beverages, of all of the restaurants in the City of
Aspen. This calculation shall include sit-down restaurants and exclude
restaurants that would be deemed fast food restaurants. The Declarant
shall be required to provide the Tenant and the City of Aspen its
calculations of the average price of food of all of the restaurants in Aspen,
together with empirical data supporting such calculations, annually. The
City of Aspen shall have the right to require that the Tenant comply
with this restriction by providing notice to the Tenant of its violation. If the
Tenant does not correct its pricing schedule within ten days of notice of
violation, then the Declarant shall terminate the lease. In addition, any
Lease to the Lower Level shall include a requirement that the business
operate for forty-four weeks per year and that the business maintain
business hours of at least between eleven o’clock a.m. to eleven o’clock
p.m., six days per week. Other than the requirement to operate forty-four
weeks per year, the lease restrictions set forth in this Paragraph 3, shall
not apply to a tenant who has obtained a manufacturer’s license from the
State of Colorado to operate as a brewery.
The proposed amendments would permanently change the deed restriction, impacting all
future tenants and the terms for the owners. The contents of the original deed restriction,
developed 15 years ago, were a thoughtful reflection of Council’s desires at the time to
retain some elements of a locally serving food and beverage sector. In the intervening
years, those efforts have bumped up against the realities of commercial tenant-landlord
77
dynamics and the desires of the property owners. Given the potential for a viable tenant
to occupy the space, staff believes that these amendments will help deliver on the ultimate
goal of the previous Council, to have a locally serving food and beverage operator in that
space.
FINANCIAL IMPACTS:There are no direct financial impacts to the City.
ALTERNATIVES:The obligation to consent is discretionary. Thus, City Council could
deny this request or could ask for other amendments. However, any change to this
proposal would require consent by all of the owners within the building.
RECOMMENDATIONS:Given that this property has been empty for many years and the
proposed tenant is a viable operator, Staff supports the amendment.
CITY MANAGER COMMENTS:
Encls: Resolution #113, Series of 2022
Amended and Restated Declaration of Covenants, dated November 7, 2012
Proposed First Amended to Amended and Restated Declaration of Covenants.
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RESOLUTION NO. 113
(SERIES OF 2022)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO,
CONSENTING TO A FIRST AMENDMENT TO AMENDED AND RESTATED
DECLARATION OF COVENANTS FOR 508 EAST COOPER AVENUE, ASPEN,
COLORADO.
WHEREAS, Cooper Street Development, LLC, a Colorado limited liability company (the
“Declarant”), executed those certain Amended and Restated Declaration of Covenants recorded at
Reception No. 593771, on November 7, 2012in the real property records of the Clerk andRecorder
for Pitkin County (the “Restrictive Covenants”);
WHEREAS, the Restrictive Covenants affect 508 East Cooper Avenue, Aspen, Colorado
(the “Lower Level”);
WHEREAS, Paragraph 3 of the Restrictive Covenants contains a requirement that any
lease for the Lower Level shall include a requirement that the business maintain business hours of
at least between eleven o’clock a.m. to eleven o’clock p.m. (the “Hours Requirement”), six days
per week;
WHEREAS, the City of Aspen believes that the Hours Requirement may be impeding the
operation of a viable business in the Lower Level;
WHEREAS, due to the impediment posed by the Hours Requirement, the City of Aspen
believes that it is in the best interests of the City of Aspen to amend the Restrictive Covenants to
delete the Hours Requirement;
WHEREAS,the Restrictive Covenant also restricts the price of food that may be charged
by the Tenant. However, such restrictions are tied to the operation of Bentley’s Restaurant in the
Wheeler Opera House. Since Bentley’s Restaurant is no longer operational, references to that
restaurant are deleted;
WHEREAS, the Restrictive Covenants require that the City of Aspen consent to any
material amendment of the Restrictive Covenants, and the City of Aspen grants its consent to the
deletion of the Hours Requirement as more particularly set forth herein.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF ASPEN,
COLORADO, THAT:
That the City Council of the City of Aspen hereby consents to the First Amendment to Amended
and Restated Declaration of Covenants regarding the property at 508 East Cooper Avenue,
Aspen, Colorado, attached hereto and incorporated herein.
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2
INTRODUCED, READ AND ADOPTED by the City Council of the City of Aspen on the 27th
day of September 2022.
Torre, Mayor
I, Nicole Henning, 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 September 27, 2022.
Nicole Henning, City Clerk
80
FIRST AMENDMENT TO AMENDED AND RESTATED
DECLARATION OF COVENANTS
WHEREAS, COOPER STREET DEVELOPMENT, LLC, a Colorado limited liability
company (the “Declarant”), is the owner in fee simple of the following described real estate (the
“Property”) situated in the County of Pitkin and State of Colorado, to wit:
THE EASTERLY 18 INCHES OF THE SOUTHERLY 68 FEET OF LOT L, THE
SOUTHERLY 70 FEET OF LOT M, ALL OF LOT N, EXCEPT THE EASTERLY
23.75 FEET, BLOCK 95, CITY AND TOWNSITE OF ASPEN
TOGETHER WITH THE PARTY WALL RESERVATIONS AND RIGHTS AS
SET FORTH IN DEED RECORDED AUGUST 22, 1969 IN BOOK 243 AT
PAGE 279.
WHEREAS, Declarant is the record title owner of Unit 101 and Unit 001, as shown on the
Condominium Map of Cooper Street Condominiums recorded in the real property records of the
Clerk and Recorder for the County of Pitkin, State of Colorado, on December 21, 2012 at
Reception No. 595165. Such Unit 001 is the Lower Level, defined below.
WHEREAS, WJM508, LLC, a Colorado limited liability company, is the record title owner
of Unit 201 of the Building pursuant to that Special Warranty Deed recorded in the real property
records of the Clerk and Recorder for the County of Pitkin, State of Colorado, on August 16, 2018
at Reception No. 649601.
WHEREAS, Cooper Street Condominium Association, a Colorado nonprofit corporation,
is the Association for the Cooper Street Condominiums, as such term “Association” is defined in
the Condominium Declaration for Cooper Street Condominiums recorded in the real property
records of the Clerk and Recorder for the County of Pitkin, State of Colorado, on December 21,
2012 at Reception No. 595164, as amended by that certain Amendment to Condominium
Declaration for Cooper Street Condominiums recorded in the real property records of the Clerk
and Recorder for the County of Pitkin, State of Colorado, on January 14, 2015 at Reception No.
616710.
WHEREAS, pursuant to the Amended and Restated Declaration of Covenants, recorded
on November 7, 2012 at Reception No. 593771 in the real property records of the Clerk and
Recorder for the County of Pitkin, State of Colorado, Declarant established certain restrictions (the
“Covenants”) on the use and occupancy of approximately eighteen hundred (1,800) square feet
located in the below grade space in the building (the “Building”), as such space (the “Lower
Level”) is generally depicted on Exhibit “A” attached hereto and incorporated herein by this
reference.
WHEREAS, the parties hereto wish to amend the Covenants as more particularly set forth
in this First Amendment to Amended and Restated Declaration of Covenants (this “First
Amendment”).
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NOW THEREFORE, the parties hereto, who constitute all owners of any portion of the
Building, do hereby publish and declare that the following terms, restrictions and limitations set
forth in this First Amendment shall be deemed to run with the land comprising the Lower Level
and be binding on each owner of the Lower Level, or any portion thereof, and the terms, restrictions
and limitations set forth in this First Amendment shall be for the benefit of and enforceable solely
by the City of Aspen (the “City”) and the parties hereto declare that this First Amendment is made
in furtherance of establishing and maintaining the character and value of real estate in the City.
Upon recordation of this First Amendment, the Covenants shall be amended by this First
Amendment as if this First Amendment were part of the Covenants. In the event of any conflict
between the terms of this First Amendment and the Covenants, the terms of this First Amendment
shall control.
1.Paragraph Three of the Covenants, titled “3. Lease Restrictions,” is hereby deleted
from the Covenants and replaced with the following language:
“3. Lease Restrictions. The lease entered between Declarant and any prospective tenant
shall include a limitation on the prices of food, excluding alcoholic beverages, that may be charged
by the Tenant to its customers and the right to terminate the lease if the price limitation is violated.
Such limitation shall require that the average price of food, excluding alcoholic beverages, that
may be charged by the Tenant shall be within the lower one-third of the average price of food,
excluding alcoholic beverages, of all of the restaurants in the City of Aspen. This calculation shall
include sit-down restaurants and exclude restaurants that would be deemed fast food restaurants.
The Declarant shall be required to provide the Tenant and the City of Aspen its calculations of the
average price of food of all of the restaurants in Aspen, together with empirical data supporting
such calculations, annually. The City of Aspen shall have the right to require that the Tenant
comply with this restriction by providing notice to the Tenant of its violation. If the Tenant does
not correct its pricing schedule within ten days of notice of violation, then the Declarant shall
terminate the lease. In addition, any Lease to the Lower Level shall include a requirement that the
business operate for forty-four weeks per year, six days per week. Other than the requirement to
operate forty-four weeks per year, the lease restrictions set forth in this Paragraph 3, shall not apply
to a tenant who has obtained a manufacturer’s license from the State of Colorado to operate as a
brewery.”
2.Consent of the City. Pursuant to Paragraph 10 of the Covenants, the City’s consent
is required for any material amendment, modification or revocation of the provisions of Paragraphs
1 – 8 of the Covenants. The City’s consent to this First Amendment is set forth in that certain
Resolution of the City Council dated [____], a copy of which is attached to this First Amendment
as Exhibit “B”.
3.Amendment or Revocation. This First Amendment may be amended or revoked
only by written instrument executed by the Declarant and recorded in the office of the Clerk and
Recorder of the County of Pitkin, State of Colorado. The consent of the City shall be required for
any material amendment, modification, or revocation of this First Amendment.
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3
4.Severability. Invalidity or unenforceability of any provision of this First
Amendment in whole or in part shall not affect the validity or enforceability of any other provision
or any valid and enforceable part of a provision of this First Amendment, which other or part of a
provision shall remain in full force and effect.
5.Captions. The captions and headings in this instrument are for convenience only
and shall not be considered in construing any provisions of these Covenants.
6.Construction. When necessary for proper construction, the masculine of any word
used in this First Amendment shall include the feminine or neuter gender, and the singular the
plural, and vice versa.
7.Governing Law. These Covenants are made and executed under and are governed
by and shall be construed in accordance with the laws of the State of Colorado.
IN WITNESS WHEREOF, this First Amendment is executed as of the __ day of
September, 2022.
COOPER STREET DEVELOPMENT, LLC,
a Colorado limited liability company
By: Cooper Street Pier LLC,
a Colorado limited liability company,
its Manager
By: __________________________
Andrew V. Hecht, Manager
STATE OF COLORADO )
) ss.
COUNTY OF PITKIN )
The foregoing instrument was acknowledged before me this ___ day of September, 2022,
by Andrew V. Hecht, Manager of Cooper Street Pier LLC, Manager of Cooper Street Development
LLC.
WITNESS BY HAND AND OFFICIAL SEAL.
[SEAL]
_____________________________
Notary Public
83
4
WJM508, LLC,
a Colorado limited liability company
By: __________________________
William S. Macklowe, Member
STATE OF )
) ss.
COUNTY OF )
The foregoing instrument was acknowledged before me this ___ day of September, 2022,
by William S. Macklowe, Member of WJM508, LLC, a Colorado limited liability company.
WITNESS BY HAND AND OFFICIAL SEAL.
[SEAL]
_____________________________
Notary Public
84
5
COOPER STREET CONDOMINIUM ASSOCIATION,
a Colorado nonprofit corporation
By: __________________________
William S. Macklowe, President
STATE OF )
) ss.
COUNTY OF )
The foregoing instrument was acknowledged before me this ___ day of September, 2022,
by William S. Macklowe, President of Cooper Street Condominium Association, a Colorado
nonprofit corporation.
WITNESS BY HAND AND OFFICIAL SEAL.
[SEAL]
_____________________________
Notary Public
19743531_v2
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MEMORANDUM
TO:City Council
FROM:Pete Strecker, Finance Director
Jim True, City Attorney
THROUGH:Sara Ott, City Manager
MEETING DATE:September 27, 2022
RE:Isis Theater Building – Sale of Property and Retirement of Debt
REQUEST OF COUNCIL:Staff is requesting Council approval of the purchase contract
for Aspen Film to acquire its condominimized units within the Isis Theater building and
simultaneously retire the remaining debt tied to this property currently reflected on the
City’s financials. Included with this action, staff seeks Council approval of documents
associated with the termination of the indenture, site lease, and lease purchase
agreements as part of the structure tied to the existing debt service.
Finally, as part of the closing, the Buyer requests an amendment to the existing restrictive
covenants on the property recorded in a February 16, 2007 Occupancy and Use Deed
Restriction, Agreement and Covenant (Deed Restriction), specifically pertaining to selling
or granting naming rights within the building that are currently subject to Council approval.
This amendment would only remove the Council oversight of naming rights within the
interior of the space, as a separate covenant included in the Deed Restriction specifies
that the building shall be named the “Isis Building”. Further, a separate covenant within
the Deed Restriction requiring that the use of the unit being acquired by Aspen Film be
limited to operating movie theaters, except for other limited occasional uses, shall remain
in effect.
SUMMARY AND BACKGROUND:
2007:The City of Aspen and the Aspen Public Facilities Authority (a separate legal entity
with the five Council members plus the City Clerk and City Finance Director as board
members) partnered with Aspen Film and the Isis Retail Group in 2007 to preserve the
Isis Theater. With this partnership came the issuance of $8.4 million in new debt to
improve the building itself and said debt was issued on the open market using certificates
of participation (COPs) and leveraging the City’s credit rating. Leases were then
established between the Aspen Public Facilities Authority and the two external partners,
such that the annual lease payments would cover the cost of the annual debt service.
These lease agreements also included the right for either party to purchase its
condominimized share of the property if it could retire the apportioned debt service tied
to their units.
99
2019:A partial call on the debt was issued, equal to roughly $4.46 million, for the Isis
Retail Group’s share (68.73%) of debt service outstanding. This call was the result of the
Isis Retail Group entering into and selling its ownership stake to a new outside party and
simultaneously terminating its lease of those spaces with the Public Facilities Authority.
Following the retirement of this portion of outstanding debt, roughly $2.0 million in COPs
remained and corresponded to the units leased to Aspen Film.
2020:With the economic stifling impacts of the COVID pandemic in full force, financial
challenges emerged for the tenant in the Isis Theater spaces. With this, Council
supported efforts to improve cashflow for the tenant by refinancing the outstanding debt
service and capitalize on both the low interest rate environment at the time and the City’s
AAA-credit rating. This refinancing action included reissuing the debt and capturing
roughly $450,000 in overall present value savings, timed annual debt payments such that
2021 and 2022 obligations were minimal (to help with the immediate impacts of the
pandemic on the financial well-being of the tenant), and also moved remaining debt
obligation out of the Aspen Public Facilities Authority and under the City of Aspen directly.
2021 and 2022: Despite refinancing actions improving debt obligations, the tenant
remained challenged by the lingering effects of the pandemic and also with its sublease
to an operator for the theater space. As such, the City Council supported a revised lease
agreement with the tenant, to defer rents and to temporarily support monthly CAM costs
with the homeowner association, to further assist in supporting the theater to remain in
operation for the Community during this time.
DISCUSSION:The current lease terms specify that at the end of the debt repayment
period, the tenant is able to purchase its condominimized spaces for $10. Additionally, if
a tenant wishes, the lease also allows the tenant to exercise an earlier purchase
opportunity, with the purchase price equal to the remaining debt obligation at the time,
plus any accrued interest. This is the purchase option being exercised by Aspen Film
and requires Council action.
As part of the conveyance process, the City Council is required to pass a resolution to
formally approve the sale contract (between the City and the tenant) and also to
extinguish the site lease (with the current debt holder), the lease (between the City and
the tenant), and the indenture (with the Trustee) that are associated with the current debt
structure.
FINANCIAL IMPACTS: The terms of the sublease state that in order for the tenant to
purchase the property, it must retire the existing debt obligation. The balance due at the
time of closing (set for October 14, 2022) is $2,082,000 in principal and an additional
$7,435.04 in accrued interest.
In addition to the debt retirement, the tenant still has some small accounts payable to the
City of Aspen for covering CAM charges with the homeowner’s association ($25,000) and
two months of lease payments for July and August 2022 ($16,234). These amounts, less
a $447.93 credit offset will also be incorporated into the final price in the sale contract,
100
equal to $2,130,221.11. This amount will all be put into escrow for the closing and will be
distributed to both the bank holding the outstanding debt and to the City for other fronted
expenses.
What is not captured above and will be a new expense for the City are the costs
associated with retiring the debt, including the escrow agent fees, trustee fees and legal
support. This amount is not yet fully known but will require to be appropriated in the Fall
Supplemental to come from the General Fund and are estimated to roughly $10,000.
ALTERNATIVES: By agreement, the City Council is required to complete the sales
transaction upon the tender of the payment of the outstanding debt. However, the
amendment of the Deed Restriction is discretionary.
RECOMMENDATIONS: Staff recommends approval of the resolution and support for
the sale of the Isis Theater spaces to Aspen Film and the associated termination of the
indenture, site lease and lease agreement currently in effect and tied to the debt obligation
set to expire with the successful closing of this transaction. With regard to the amendment
of the Deed Restriction staff has no position, although it should be noted that the City
does not typically regulate interior spaces.
CITY MANAGER COMMENTS:
ATTACHMENTS:
1) Release of Leased Property and Termination of Site Lease and Lease
2) Purchase Contract
3) Amendment to Deed Restriction
4) Resolution #XX
101
RESOLUTION #114
(Series of 2021)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN,
COLORADO, REGARDING THE ISIS THEATER BUILDING – SALE OF
PROPERTY AND RETIREMENT OF DEBT APPROVING DOCUMENTS AND
AGREEMENTS NECESSARY TO COMPLETE SUCH SALE AND
AUTHORIZING THE CITY MANAGER TO EXECUTE SAID AGREEMENTS
ON BEHALF OF THE CITY OF ASPEN, COLORADO.
WHEREAS, there has been submitted to the City Council the following
documents:
1. Contract to Buy and Sell Real Estate (Commercial), attached as Exhibit
A;
2. Release of Leased Property and Termination of Site Lease Agreement
and Lease Purchase Agreement, attached as Exhibit B; and,
3. First Amendment to Occupancy and Use Deed Restriction, Agreement,
and Covenant, attached as Exhibit C.
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 agreements
attached hereto and incorporated herein and does hereby authorize the City
Manager to execute said agreements on behalf of the City of Aspen and all closing
and other documents necessary for the completion of this transaction, as approved
by the City Manager and the City Attorney.
INTRODUCED, READ AND ADOPTED by the City Council of the City
of Aspen on the 27
th day of September 2022.
_______________________
Torre, Mayor
102
I, Nicole Henning, 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 September 27, 2022.
________________________
Nicole Henning, City Clerk
103
CBS3-6-21. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 1 of 21
The printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate Commission. 1
(CBS3-6-21) (Mandatory 1-22)2
3
THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR 4
OTHER COUNSEL BEFORE SIGNING.5
6
CONTRACT TO BUY AND SELL REAL ESTATE7
(COMMERCIAL)8
(Property with No Residences)9
(Property with Residences-Residential Addendum Attached)10
11
Date: September ___, 202212
AGREEMENT13
1.AGREEMENT. Buyer agrees to buy and Seller agrees to sell the Property described below on the terms and conditions set 14
forth in this contract (Contract).15
2.PARTIES AND PROPERTY.16
2.1.Buyer. Independent Films, Inc., a Colorado nonprofit corporation (Buyer) will take title to the Property described 17
below as Joint Tenants Tenants In Common Other in severalty .18
2.2.No Assignability. This Contract IS NOT assignable by Buyer unless otherwise specified in Additional Provisions.19
2.3.Seller. City of Aspen, Colorado, a home-rule city and political subdivision of the State of Colorado (Seller) is the 20
current owner of the Property described below.21
2.4.Property. The Property is the following legally described real estate in the County of Pitkin, Colorado (insert legal 22
description):23
24
Commercial Unit A, ISIS THEATER CONDOMINIUMS, according to the Condominium Map thereof recorded December 9, 25
1999 in Plat Book 52 at Page 1 as Reception No. 438434 and the First Amended Condominium Map recorded September 29, 26
2011 in Book 98 at Page 14 as Reception No. 583124 and the Second Amended Condominium Map recorded September 11, 27
2014 in Plat Book 108 at Page 6 as Reception No. 613396 and as defined and described by the Condominium Declaration for 28
Isis Theater Condominiums recorded December 9, 1999 as Reception No. 438433 and First Amendment to the Condominium 29
Declaration recorded September 29, 2011 as Reception No. 583123, County of Pitkin, State of Colorado.30
31
known as: 406 E. Hopkins Avenue, Unit A, Aspen, CO 81611 ,32
Street Address City State Zip33
together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant thereto and all interest of 34
Seller in vacated streets and alleys adjacent thereto, except as herein excluded (Property).35
2.5.Inclusions. The Purchase Price includes the following items (Inclusions): 36
2.5.1.Inclusions – Attached. If attached to the Property on the date of this Contract, the following items are 37
included unless excluded under Exclusions: lighting, heating, plumbing, ventilating and air conditioning units, TV antennas, inside 38
telephone, network and coaxial (cable) wiring and connecting blocks/jacks, plants, mirrors, floor coverings, intercom systems, built-39
in kitchen appliances, sprinkler systems and controls, built-in vacuum systems (including accessories) and garage door openers 40
(including 0 remote controls). If checked, the following are owned by the Seller and included: Solar Panels Water 41
Softeners Security Systems Satellite Systems (including satellite dishes). Leased items should be listed under § 2.5.7.42
(Leased Items). If any additional items are attached to the Property after the date of this Contract, such additional items are also 43
included in the Purchase Price.44
2.5.2.Inclusions – Not Attached. If on the Property, whether attached or not, on the date of this Contract, the 45
following items are included unless excluded under Exclusions: storm windows, storm doors, window and porch shades, awnings, 46
blinds, screens, window coverings and treatments, curtain rods, drapery rods, fireplace inserts, fireplace screens, fireplace grates, 47
heating stoves, storage sheds, carbon monoxide alarms, smoke/fire detectors and all keys. 48
2.5.3.Other Inclusions. The following items, whether fixtures or personal property, are also included in the 49
Purchase Price:any and all fixtures and personal property owned by Seller located on the Property on the date of this Contract.50
51
52
53
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CBS3-6-21. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 2 of 21
54
55
2.5.4.Encumbered Inclusions. Any Inclusions owned by Seller (e.g., owned solar panels) must be conveyed at 56
Closing by Seller free and clear of all taxes (except personal property and general real estate taxes for the year of Closing), liens and 57
encumbrances, except: None.58
59
2.5.5.Personal Property Conveyance. Conveyance of all personal property will be by bill of sale or other 60
applicable legal instrument.61
62
2.5.6.Parking and Storage Facilities. The use or ownership of the following parking facilities: all parking rights 63
appurtenant to the Property, if any; and the use or ownership of the following storage facilities: all storage facilities appurtenant 64
to the Property, if any. Note to Buyer: If exact rights to the parking and storage facilities is a concern to Buyer, Buyer should 65
investigate.66
67
2.5.7. Leased Items. The following personal property is currently leased to Seller which will be transferred to Buyer 68
at Closing (Leased Items): None.69
70
2.5.8.Trade Fixtures. With respect to trade fixtures, Seller and Buyer agree as follows:Seller agrees and 71
acknowledges that any trade fixture owned by Seller and located on the Property as of the date of this Contract shall be deemed 72
an Inclusion.73
74
The trade fixtures to be conveyed at Closing will be conveyed by Seller free and clear of all taxes (except personal 75
property taxes for the year of Closing), liens and encumbrances, except None. Conveyance will be by bill of sale or other applicable 76
legal instrument.77
78
2.6.Exclusions. The following items are excluded (Exclusions): None.79
80
2.7.Water Rights/Well Rights. 81
2.7.1.Deeded Water Rights. The following legally described water rights: None.82
83
Any deeded water rights will be conveyed by a good and sufficient N/A deed at Closing.84
85
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2.7.2.Other Rights Relating to Water. The following rights relating to water not included in §§ 2.7.1., 2.7.3. and87
2.7.4., will be transferred to Buyer at Closing:None.88
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2.7.3.Well Rights. Seller agrees to supply required information to Buyer about the well. Buyer understands that if 91
the well to be transferred is a “Small Capacity Well” or a “Domestic Exempt Water Well” used for ordinary household purposes, 92
Buyer must, prior to or at Closing, complete a Change in Ownership form for the well. If an existing well has not been registered 93
with the Colorado Division of Water Resources in the Department of Natural Resources (Division), Buyer must complete a 94
registration of existing well form for the well and pay the cost of registration. If no person will be providing a closing service in 95
connection with the transaction, Buyer must file the form with the Division within sixty days after Closing. The Well Permit # is 96
N/A.97
98
2.7.4.Water Stock Certificates.The water stock certificates to be transferred at Closing are as follows: None.99
100
2.7.5.Conveyance. If Buyer is to receive any rights to water pursuant to § 2.7.2. (Other Rights Relating to Water), 101
§ 2.7.3. (Well Rights), or § 2.7.4. (Water Stock Certificates), Seller agrees to convey such rights to Buyer by executing the applicable 102
legal instrument at Closing.103
2.7.6.Water Rights Review. Buyer Does Does Not have a Right to Terminate if examination of the Water 104
Rights is unsatisfactory to Buyer on or before the Water Rights Examination Deadline. 105
106
3.DATES, DEADLINES AND APPLICABILITY.107
3.1.Dates and Deadlines. 108
Item No.Reference Event Date or Deadline
1 § 3 Time of Day Deadline 6:00 PM (MT)
105
CBS3-6-21. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 3 of 21
2 § 4 Alternative Earnest Money Deadline N/A
Title
3 § 8 Record Title Deadline (and Tax Certificate)3 days after MEC
4 § 8 Record Title Objection Deadline 7 days after MEC
5 § 8 Off-Record Title Deadline 3 days after MEC
6 § 8 Off-Record Title Objection Deadline 10 days after MEC
7 § 8 Title Resolution Deadline 15 days after MEC
8 § 8 Third Party Right to Purchase/Approve Deadline N/A
Owners’ Association
9 § 7 Association Documents Deadline 3 days after MEC
10 § 7 Association Documents Termination Deadline 15 days after MEC
Seller’s Disclosures
11 § 10 Seller’s Property Disclosure Deadline 3 days after MEC
12 § 10 Lead-Based Paint Disclosure Deadline (if Residential
Addendum attached)
N/A
Loan and Credit
13 § 5 New Loan Application Deadline 7 days after MEC
14 § 5 New Loan Terms Deadline 10 days after MEC
15 § 5 New Loan Availability Deadline 15 days after MEC
16 § 5 Buyer’s Credit Information Deadline N/A
17 § 5 Disapproval of Buyer’s Credit Information Deadline N/A
18 § 5 Existing Loan Deadline N/A
19 § 5 Existing Loan Termination Deadline N/A
20 § 5 Loan Transfer Approval Deadline N/A
21 § 4 Seller or Private Financing Deadline 15 days after MEC
Appraisal
22 § 6 Appraisal Deadline N/A
23 § 6 Appraisal Objection Deadline N/A
24 § 6 Appraisal Resolution Deadline N/A
Survey
25 § 9 New ILC or New Survey Deadline N/A
26 § 9 New ILC or New Survey Objection Deadline N/A
27 § 9 New ILC or New Survey Resolution Deadline N/A
Inspection and Due Diligence
28 § 2 Water Rights Examination Deadline N/A
29 § 8 Mineral Rights Examination Deadline N/A
30 § 10 Inspection Termination Deadline 15 days after MEC
31 § 10 Inspection Objection Deadline 10 days after MEC
32 § 10 Inspection Resolution Deadline 15 days after MEC
33 § 10 Property Insurance Termination Deadline 15 days after MEC
34 § 10 Due Diligence Documents Delivery Deadline 3 days after MEC
35 § 10 Due Diligence Documents Objection Deadline 10 days after MEC
36 § 10 Due Diligence Documents Resolution Deadline 15 days after MEC
37 § 10 Environmental Inspection Termination Deadline 15 days after MEC
38 § 10 ADA Evaluation Termination Deadline 10 days after MEC
39 § 10 Conditional Sale Deadline N/A
40 § 10 Lead-Based Paint Termination Deadline (if Residential
Addendum attached)
N/A
41 § 11 Estoppel Statements Deadline N/A
42 § 11 Estoppel Statements Termination Deadline N/A
Closing and Possession
43 § 12 Closing Date October 14, 2022
44 § 17 Possession Date At Closing
45 § 17 Possession Time At Closing
46 § 27 Acceptance Deadline Date September 23, 2022
47 § 27 Acceptance Deadline Time 6:00 PM (MT)
106
CBS3-6-21. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 4 of 21
3.2.Applicability of Terms. If any deadline blank in § 3.1. (Dates and Deadlines) is left blank or completed with “N/A”, 109
or the word “Deleted,” such deadline is not applicable and the corresponding provision containing the deadline is deleted. Any box 110
checked in this Contract means the corresponding provision applies. If no box is checked in a provision that contains a selection of 111
“None”, such provision means that “None” applies.112
The abbreviation “MEC” (mutual execution of this Contract) means the date upon which both parties have signed this Contract. The 113
abbreviation “N/A” as used in this Contract means not applicable.114
3.3.Day; Computation of Period of Days; Deadlines.115
3.3.1.Day. As used in this Contract, the term “day” means the entire day ending at 11:59 p.m., United States 116
Mountain Time (Standard or Daylight Savings, as applicable). Except however, if a Time of Day Deadline is specified in § 3.1.117
(Dates and Deadlines), all Objection Deadlines, Resolution Deadlines, Examination Deadlines and Termination Deadlines will end 118
on the specified deadline date at the time of day specified in the Time of Day Deadline, United States Mountain Time. If Time of 119
Day Deadline is left blank or “N/A” the deadlines will expire at 11:59 p.m., United States Mountain Time.120
3.3.2.Computation of Period of Days. In computing a period of days (e.g., three days after MEC), when the 121
ending date is not specified, the first day is excluded and the last day is included. 122
3.3.3.Deadlines. If any deadline falls on a Saturday, Sunday or federal or Colorado state holiday (Holiday), such 123
deadline Will Will Not be extended to the next day that is not a Saturday, Sunday or Holiday. Should neither box be checked, 124
the deadline will not be extended.125
4.PURCHASE PRICE AND TERMS. 126
4.1.Price and Terms. The Purchase Price set forth below is payable in U.S. Dollars by Buyer as follows:127
Item No.Reference Item Amount Amount
1 § 4.1.Purchase Price $See Section 29.D
2 § 4.3.Earnest Money $
3 § 4.5.New Loan $
4 § 4.6.Assumption Balance $
5 § 4.7.Private Financing $Purchase Price
6 § 4.7.Seller Financing $
7
8
9 § 4.4.Cash at Closing $0.00
10 TOTAL $Purchase Price $Purchase Price
4.2.Seller Concession. At Closing, Seller will credit to Buyer $0.00 (Seller Concession). The Seller Concession may be 128
used for any Buyer fee, cost, charge or expenditure to the extent the amount is allowed by the Buyer’s lender and is included in the 129
Closing Statement or Closing Disclosure at Closing. Examples of allowable items to be paid for by the Seller Concession include, 130
but are not limited to: Buyer’s closing costs, loan discount points, loan origination fees, prepaid items and any other fee, cost, charge, 131
expense or expenditure. Seller Concession is in addition to any sum Seller has agreed to pay or credit Buyer elsewhere in this 132
Contract. 133
4.3.Earnest Money. The Earnest Money set forth in this Section, in the form of a $0.00, will be payable to and held by 134
Rose Title Inc. (Earnest Money Holder), in its trust account, on behalf of both Seller and Buyer. The Earnest Money deposit must 135
be tendered, by Buyer, with this Contract unless the parties mutually agree to an Alternative Earnest Money Deadline for its 136
payment. The parties authorize delivery of the Earnest Money deposit to the company conducting the Closing (Closing Company), 137
if any, at or before Closing. In the event Earnest Money Holder has agreed to have interest on Earnest Money deposits transferred 138
to a fund established for the purpose of providing affordable housing to Colorado residents, Seller and Buyer acknowledge and agree139
that any interest accruing on the Earnest Money deposited with the Earnest Money Holder in this transaction will be transferred to140
such fund.141
4.3.1.Alternative Earnest Money Deadline. The deadline for delivering the Earnest Money, if other than at the 142
time of tender of this Contract, is as set forth as the Alternative Earnest Money Deadline.143
4.3.2.Disposition of Earnest Money. If Buyer has a Right to Terminate and timely terminates, Buyer is entitled 144
to the return of Earnest Money as provided in this Contract. If this Contract is terminated as set forth in § 24 and, except as provided 145
in § 23 (Earnest Money Dispute), if the Earnest Money has not already been returned following receipt of a Notice to Terminate, 146
Seller agrees to execute and return to Buyer or Broker working with Buyer, written mutual instructions (e.g., Earnest Money Release 147
form), within three days of Seller’s receipt of such form. If Seller is entitled to the Earnest Money, and, except as provided in § 23148
(Earnest Money Dispute), if the Earnest Money has not already been paid to Seller, following receipt of an Earnest Money Release 149
form, Buyer agrees to execute and return to Seller or Broker working with Seller, written mutual instructions (e.g., Earnest Money 150
Release form), within three days of Buyer’s receipt.151
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4.3.2.1. Seller Failure to Timely Return Earnest Money. If Seller fails to timely execute and return the 152
Earnest Money Release Form, or other written mutual instructions, Seller is in default and liable to Buyer as set forth in “If Seller 153
is in Default”, § 20.2. and § 21,unless Seller is entitled to the Earnest Money due to a Buyer default.154
4.3.2.2. Buyer Failure to Timely Release Earnest Money.If Buyer fails to timely execute and return the 155
Earnest Money Release Form, or other written mutual instructions, Buyer is in default and liable to Seller as set forth in “If Buyer 156
is in Default, § 20.1 and § 21, unless Buyer is entitled to the Earnest Money due to a Seller Default.157
4.4.Form of Funds; Time of Payment; Available Funds. 158
4.4.1.Good Funds. All amounts payable by the parties at Closing, including any loan proceeds, Cash at Closing 159
and closing costs, must be in funds that comply with all applicable Colorado laws, including electronic transfer funds, certified 160
check, savings and loan teller’s check and cashier’s check (Good Funds).161
4.4.2.Time of Payment. All funds, including the Purchase Price to be paid by Buyer, must be paid before or at 162
Closing or as otherwise agreed in writing between the parties to allow disbursement by Closing Company at Closing OR SUCH 163
NONPAYING PARTY WILL BE IN DEFAULT. 164
4.4.3.Available Funds. Buyer represents that Buyer, as of the date of this Contract, Does Does Not have 165
funds that are immediately verifiable and available in an amount not less than the amount stated as Cash at Closing in § 4.1.166
4.5.New Loan.167
4.5.1.Buyer to Pay Loan Costs. Buyer, except as otherwise permitted in § 4.2. (Seller Concession), if applicable, 168
must timely pay Buyer’s loan costs, loan discount points, prepaid items and loan origination fees as required by lender.169
4.5.2.Buyer May Select Financing. Buyer may pay in cash or select financing appropriate and acceptable to 170
Buyer, including a different loan than initially sought, except as restricted in § 4.5.3. (Loan Limitations) or § 29 (Additional 171
Provisions).172
4.5.3.Loan Limitations. Buyer may purchase the Property using any of the following types of loans: 173
Conventional Other any acceptable to Buyer in its sole and absolute discretion .174
4.6.Assumption. Buyer agrees to assume and pay an existing loan in the approximate amount of the Assumption Balance 175
set forth in § 4.1. (Price and Terms), presently payable at $______________ per ________________ including principal and interest 176
presently at the rate of ________% per annum and also including escrow for the following as indicated: Real Estate Taxes 177
Property Insurance Premium and .178
Buyer agrees to pay a loan transfer fee not to exceed $_____________. At the time of assumption, the new interest rate will 179
not exceed ________% per annum and the new payment will not exceed $_____________ per ________________ principal and 180
interest, plus escrow, if any. If the actual principal balance of the existing loan at Closing is less than the Assumption Balance, which 181
causes the amount of cash required from Buyer at Closing to be increased by more than $_____________, or if any other terms or 182
provisions of the loan change, Buyer has the Right to Terminate under § 24.1. on or before Closing Date.183
Seller Will Will Not be released from liability on said loan. If applicable, compliance with the requirements for release 184
from liability will be evidenced by delivery on or before Loan Transfer Approval Deadline at Closing of an appropriate 185
letter of commitment from lender. Any cost payable for release of liability will be paid by in an amount 186
not to exceed $_____________.187
4.7.Seller or Private Financing. 188
WARNING: Unless the transaction is exempt, federal and state laws impose licensing, other requirements and restrictions on sellers 189
and private financiers. Contract provisions on financing and financing documents, unless exempt, should be prepared by a licensed 190
Colorado attorney or licensed mortgage loan originator. Brokers should not prepare or advise the parties on the specifics of financing, 191
including whether or not a party is exempt from the law.192
4.7.1.Seller Financing. If Buyer is to pay all or any portion of the Purchase Price with Seller financing, Buyer193
Seller will deliver the proposed Seller financing documents to the other party on or before N/A days before Seller or Private 194
Financing Deadline.195
4.7.1.1.Seller May Terminate.If Seller is to provide Seller financing, this Contract is conditional upon 196
Seller determining whether such financing is satisfactory to the Seller, including its payments, interest rate, terms, conditions, cost,197
and compliance with the law. Seller has the Right to Terminate under § 24.1., on or before Seller or Private Financing Deadline, 198
if such Seller financing is not satisfactory to Seller, in Seller’s sole subjective discretion.199
4.7.2.Buyer May Terminate. If Buyer is to pay all or any portion of the Purchase Price with Seller or private 200
financing, this Contract is conditional upon Buyer determining whether such financing is satisfactory to Buyer, including its201
availability, payments, interest rate, terms, conditions, and cost. Buyer has the Right to Terminate under § 24.1., on or before Seller 202
or Private Financing Deadline, if such Seller or private financing is not satisfactory to Buyer, in Buyer’s sole subjective discretion. 203
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TRANSACTION PROVISIONS204
5.FINANCING CONDITIONS AND OBLIGATIONS.205
5.1.New Loan Application. If Buyer is to pay all or part of the Purchase Price by obtaining one or more new loans (New 206
Loan), or if an existing loan is not to be released at Closing, Buyer, if required by such lender, must make an application verifiable 207
by such lender, on or before New Loan Application Deadline and exercise reasonable efforts to obtain such loan or approval.208
5.2.New Loan Terms; New Loan Availability. 209
5.2.1.New Loan Terms. If Buyer is to pay all or part of the Purchase Price with a New Loan, this Contract is 210
conditional upon Buyer determining, in Buyer’s sole subjective discretion, whether the proposed New Loan’s payments, interest 211
rate, conditions and costs or any other loan terms (New Loan Terms) are satisfactory to Buyer. This condition is for the sole benefit 212
of Buyer. Buyer has the Right to Terminate under § 24.1., on or before New Loan Terms Deadline, if the New Loan Terms are not 213
satisfactory to Buyer, in Buyer’s sole subjective discretion.214
5.2.2.New Loan Availability. If Buyer is to pay all or part of the Purchase Price with a New Loan, this Contract is 215
conditional upon Buyer’s satisfaction with the availability of the New Loan based on the lender’s review and underwriting of Buyer’s 216
New Loan Application (New Loan Availability). Buyer has the Right to Terminate under § 24.1., on or before the New Loan 217
Availability Deadline if the New Loan Availability is not satisfactory to Buyer.Buyer does not have a Right to Terminate based on the 218
New Loan Availability if the termination is based on the New Loan Terms, Appraised Value (defined below), the Lender Property 219
Requirements (defined below), Insurability (§ 10.5. below) or the Conditional Upon Sale of Property (§ 10.7. below).IF SELLER IS 220
NOT IN DEFAULT AND DOES NOT TIMELY RECEIVE BUYER’S WRITTEN NOTICE TO TERMINATE, BUYER’S 221
EARNEST MONEY WILL BE NONREFUNDABLE, except as otherwise provided in this Contract (e.g., Appraisal, Title, 222
Survey).223
5.3.Credit Information. If an existing loan is not to be released at Closing, this Contract is conditional (for the sole benefit 224
of Seller) upon Seller’s approval of Buyer’s financial ability and creditworthiness, which approval will be in Seller’s sole subjective 225
discretion. Accordingly: (1) Buyer must supply to Seller by Buyer’s Credit Information Deadline, at Buyer’s expense, information 226
and documents (including a current credit report) concerning Buyer’s financial, employment and credit condition; (2) Buyer consents 227
that Seller may verify Buyer’s financial ability and creditworthiness; and (3) any such information and documents received by Seller 228
must be held by Seller in confidence and not released to others except to protect Seller’s interest in this transaction. If the Cash at 229
Closing is less than as set forth in § 4.1. of this Contract, Seller has the Right to Terminate under § 24.1., on or before Closing. If 230
Seller disapproves of Buyer’s financial ability or creditworthiness, in Seller’s sole subjective discretion, Seller has the Right to 231
Terminate under § 24.1., on or before Disapproval of Buyer’s Credit Information Deadline.232
5.4.Existing Loan Review. If an existing loan is not to be released at Closing, Seller must deliver copies of the loan 233
documents (including note, deed of trust and any modifications) to Buyer by Existing Loan Deadline. For the sole benefit of Buyer, 234
this Contract is conditional upon Buyer’s review and approval of the provisions of such loan documents. Buyer has the Right to 235
Terminate under § 24.1., on or before Existing Loan Termination Deadline, based on any unsatisfactory provision of such loan 236
documents, in Buyer’s sole subjective discretion. If the lender’s approval of a transfer of the Property is required, this Contract is 237
conditional upon Buyer obtaining such approval without change in the terms of such loan, except as set forth in § 4.6. If lender’s 238
approval is not obtained by Loan Transfer Approval Deadline, this Contract will terminate on such deadline. Seller has the Right 239
to Terminate under § 24.1., on or before Closing, in Seller’s sole subjective discretion, if Seller is to be released from liability under 240
such existing loan and Buyer does not obtain such compliance as set forth in § 4.6.241
6.APPRAISAL PROVISIONS.242
6.1. Appraisal Definition. An “Appraisal” is an opinion of value prepared by a licensed or certified appraiser, engaged on 243
behalf of Buyer or Buyer’s lender, to determine the Property’s market value (Appraised Value). The Appraisal may also set forth 244
certain lender requirements, replacements, removals or repairs necessary on or to the Property as a condition for the Property to be 245
valued at the Appraised Value. 246
6.2.Appraised Value. The applicable appraisal provision set forth below applies to the respective loan type set forth in 247
§ 4.5.3., or if a cash transaction (i.e., no financing), § 6.2.1. applies.248
6.2.1.Conventional/Other. Buyer has the right to obtain an Appraisal. If the Appraised Value is less than the 249
Purchase Price, or if the Appraisal is not received by Buyer on or before Appraisal Deadline Buyer may, on or before Appraisal 250
Objection Deadline:251
6.2.1.1. Notice to Terminate. Notify Seller in writing, pursuant to § 24.1., that this Contract is terminated; 252
or253
6.2.1.2. Appraisal Objection. Deliver to Seller a written objection accompanied by either a copy of the 254
Appraisal or written notice from lender that confirms the Appraised Value is less than the Purchase Price (Lender Verification). 255
6.2.1.3. Appraisal Resolution. If an Appraisal Objection is received by Seller, on or before Appraisal 256
Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Appraisal Resolution 257
Deadline, this Contract will terminate on the Appraisal Resolution Deadline, unless Seller receives Buyer’s written withdrawal of 258
the Appraisal Objection before such termination, (i.e., on or before expiration of Appraisal Resolution Deadline). 259
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6.3.Lender Property Requirements. If the lender imposes any written requirements, replacements, removals or repairs, 260
including any specified in the Appraisal (Lender Property Requirements) to be made to the Property (e.g., roof repair, repainting), 261
beyond those matters already agreed to by Seller in this Contract, this Contract terminates on the earlier of three days following 262
Seller’s receipt of the Lender Property Requirements, or Closing, unless prior to termination: (1) the parties enter into a written 263
agreement to satisfy the Lender Property Requirements; (2) the Lender Property Requirements have been completed; or (3) the 264
satisfaction of the Lender Property Requirements is waived in writing by Buyer.265
6.4.Cost of Appraisal.Cost of the Appraisal to be obtained after the date of this Contract must be timely paid by Buyer 266
Seller. The cost of the Appraisal may include any and all fees paid to the appraiser, appraisal management company, lender’s 267
agent or all three.268
7.OWNERS’ ASSOCIATIONS. This Section is applicable if the Property is located within one or more Common Interest 269
Communities and subject to one or more declarations (Association).270
7.1.Common Interest Community Disclosure. THE PROPERTY IS LOCATED WITHIN A COMMON 271
INTEREST COMMUNITY AND IS SUBJECT TO THE DECLARATION FOR THE COMMUNITY. THE OWNER OF 272
THE PROPERTY WILL BE REQUIRED TO BE A MEMBER OF THE OWNERS’ ASSOCIATION FOR THE 273
COMMUNITY AND WILL BE SUBJECT TO THE BYLAWS AND RULES AND REGULATIONS OF THE 274
ASSOCIATION. THE DECLARATION, BYLAWS AND RULES AND REGULATIONS WILL IMPOSE FINANCIAL 275
OBLIGATIONS UPON THE OWNER OF THE PROPERTY, INCLUDING AN OBLIGATION TO PAY ASSESSMENTS 276
OF THE ASSOCIATION. IF THE OWNER DOES NOT PAY THESE ASSESSMENTS, THE ASSOCIATION COULD 277
PLACE A LIEN ON THE PROPERTY AND POSSIBLY SELL IT TO PAY THE DEBT. THE DECLARATION, BYLAWS278
AND RULES AND REGULATIONS OF THE COMMUNITY MAY PROHIBIT THE OWNER FROM MAKING 279
CHANGES TO THE PROPERTY WITHOUT AN ARCHITECTURAL REVIEW BY THE ASSOCIATION (OR A 280
COMMITTEE OF THE ASSOCIATION) AND THE APPROVAL OF THE ASSOCIATION. PURCHASERS OF 281
PROPERTY WITHIN THE COMMON INTEREST COMMUNITY SHOULD INVESTIGATE THE FINANCIAL 282
OBLIGATIONS OF MEMBERS OF THE ASSOCIATION. PURCHASERS SHOULD CAREFULLY READ THE 283
DECLARATION FOR THE COMMUNITY AND THE BYLAWS AND RULES AND REGULATIONS OF THE 284
ASSOCIATION.285
7.2.Association Documents to Buyer. Seller is obligated to provide to Buyer the Association Documents (defined below), 286
at Seller’s expense, on or before Association Documents Deadline. Seller authorizes the Association to provide the Association 287
Documents to Buyer, at Seller’s expense. Seller’s obligation to provide the Association Documents is fulfilled upon Buyer’s receipt 288
of the Association Documents, regardless of who provides such documents.289
7.3.Association Documents. Association documents (Association Documents) consist of the following: 290
7.3.1.All Association declarations, articles of incorporation, bylaws, articles of organization, operating agreements, 291
rules and regulations, party wall agreements and the Association’s responsible governance policies adopted under § 38-33.3-209.5, 292
C.R.S.;293
7.3.2.Minutes of: (1) the annual owners’or members’ meetingand (2) any executive boards’or managers’meetings; 294
such minutes include those provided under the most current annual disclosure required under § 38-33.3-209.4, C.R.S. (Annual 295
Disclosure) and minutes of meetings, if any, subsequent to the minutes disclosed in the Annual Disclosure. If none of the preceding 296
minutes exist, then the most recent minutes, if any (§§ 7.3.1. and 7.3.2., collectively, Governing Documents); and297
7.3.3.List of all Association insurance policies as provided in the Association’s last Annual Disclosure, including, 298
but not limited to, property, general liability, association director and officer professional liability and fidelity policies. The list must 299
include the company names, policy limits, policy deductibles, additional named insureds and expiration dates of the policies listed300
(Association Insurance Documents);301
7.3.4.A list by unit type of the Association’s assessments, including both regular and special assessments as 302
disclosed in the Association’s last Annual Disclosure;303
7.3.5.The Association’s most recent financial documents which consist of: (1) the Association’s operating budget 304
for the current fiscal year, (2) the Association’s most recent annual financial statements, including any amounts held in reserve for 305
the fiscal year immediately preceding the Association’s last Annual Disclosure, (3) the results of the Association’s most recent 306
available financial audit or review, (4) list of the fees and charges (regardless of name or title of such fees or charges) that the 307
Association’s community association manager or Association will charge in connection with the Closing including, but not limited 308
to, any fee incident to the issuance of the Association’s statement of assessments (Status Letter), any rush or update fee charged for 309
the Status Letter, any record change fee or ownership record transfer fees (Record Change Fee), fees to access documents, (5) list of 310
all assessments required to be paid in advance, reserves or working capital due at Closing and (6) reserve study, if any (§§ 7.3.4. and 311
7.3.5., collectively, Financial Documents);312
7.3.6.Any written notice from the Association to Seller of a “construction defect action” under § 38-33.3-303.5,313
C.R.S. within the past six months and the result of whether the Association approved or disapproved such action (Construction 314
Defect Documents). Nothing in this Section limits the Seller’s obligation to disclose adverse material facts as required under § 10.2.315
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(Disclosure of Adverse Material Facts; Subsequent Disclosure; Present Condition) including any problems or defects in the common 316
elements or limited common elements of the Association property.317
7.4.Conditional on Buyer’s Review. Buyer has the right to review the Association Documents. Buyer has the Right to 318
Terminate under § 24.1., on or before Association Documents Termination Deadline, based on any unsatisfactory provision in 319
any of the Association Documents, in Buyer’s sole subjective discretion. Should Buyer receive the Association Documents after 320
Association Documents Deadline, Buyer, at Buyer’s option, has the Right to Terminate under § 24.1. by Buyer’s Notice to 321
Terminate received by Seller on or before ten days after Buyer’s receipt of the Association Documents. If Buyer does not receive 322
the Association Documents, or if Buyer’s Notice to Terminate would otherwise be required to be received by Seller after Closing 323
Date, Buyer’s Notice to Terminate must be received by Seller on or before Closing. If Seller does not receive Buyer’s Notice to 324
Terminate within such time, Buyer accepts the provisions of the Association Documents as satisfactory and Buyer waives any Right 325
to Terminate under this provision, notwithstanding the provisions of § 8.6. (Third Party Right to Purchase/Approve).326
8.TITLE INSURANCE, RECORD TITLE AND OFF-RECORD TITLE.327
8.1.Evidence of Record Title.328
8.1.1.Seller Selects Title Insurance Company. If this box is checked, Seller will select the title insurance 329
company to furnish the owner’s title insurance policy at Seller’s expense. On or before Record Title Deadline, Seller must furnish 330
to Buyer, a current commitment for an owner’s title insurance policy (Title Commitment), in an amount equal to the Purchase Price, 331
or if this box is checked, an Abstract of Title certified to a current date. Seller will cause the title insurance policy to be issued 332
and delivered to Buyer as soon as practicable at or after Closing. 333
8.1.2.Buyer Selects Title Insurance Company. If this box is checked, Buyer will select the title insurance 334
company to furnish the owner’s title insurance policy at Buyer’s expense. On or before Record Title Deadline, Buyer must furnish to 335
Seller, a current commitment for owner’s title insurance policy (Title Commitment), in an amount equal to the Purchase Price. 336
If neither box in § 8.1.1. or § 8.1.2. is checked, § 8.1.1. applies.337
8.1.3.Owner’s Extended Coverage (OEC). The Title Commitment Will Will Not contain Owner’s 338
Extended Coverage (OEC). If the Title Commitment is to containOEC, it will commit to delete or insure over the standard exceptions 339
which relate to: (1) parties in possession, (2) unrecorded easements, (3) survey matters, (4) unrecorded mechanics’ liens, (5) gap 340
period (period between the effective date and time of commitment to the date and time the deed is recorded) and (6) unpaid taxes, 341
assessments and unredeemed tax sales prior to the year of Closing. Any additional premium expense to obtain OEC will be paid by 342
Buyer Seller One-Half by Buyer and One-Half by Seller Other__________________________.343
Regardless of whether the Contract requires OEC, the Title Insurance Commitment may not provide OEC or delete or insure over 344
any or all of the standard exceptions for OEC. The Title Insurance Company may require a New Survey or New ILC, defined below, 345
among other requirements for OEC. If the Title Insurance Commitment is not satisfactory to Buyer, Buyer has a right to object under 346
§ 8.7. (Right to Object to Title, Resolution).347
8.1.4.Title Documents. Title Documents consist of the following: (1) copies of any plats, declarations, covenants, 348
conditions and restrictions burdening the Property and (2) copies of any other documents (or, if illegible, summaries of such 349
documents) listed in the schedule of exceptions (Exceptions) in the Title Commitment furnished to Buyer (collectively, Title 350
Documents). 351
8.1.5.Copies of Title Documents. Buyer must receive, on or before Record Title Deadline, copies of all Title 352
Documents. This requirement pertains only to documents as shown of record in the office of the clerk and recorder in the county 353
where the Property is located. The cost of furnishing copies of the documents required in this Section will be at the expense of the 354
party or parties obligated to pay for the owner’s title insurance policy.355
8.1.6.Existing Abstracts of Title. Seller must deliver to Buyer copies of any abstracts of title covering all or any 356
portion of the Property (Abstract of Title) in Seller’s possession on or before Record Title Deadline.357
8.2.Record Title. Buyer has the right to review and object to the Abstract of Title or Title Commitment and any of the 358
Title Documents as set forth in § 8.7. (Right to Object to Title, Resolution) on or before Record Title Objection Deadline. Buyer’s 359
objection may be based on any unsatisfactory form or content of Title Commitment or Abstract of Title, notwithstanding § 13, or 360
any other unsatisfactory title condition, in Buyer’s sole subjective discretion. If the Abstract of Title, Title Commitment or Title 361
Documents are not received by Buyer on or before the Record Title Deadline, or if there is an endorsement to the Title Commitment 362
that adds a new Exception to title, a copy of the new Exception to title and the modified Title Commitment will be delivered to 363
Buyer. Buyer has until the earlier of Closing or ten days after receipt of such documents by Buyer to review and object to: (1) any 364
required Title Document not timely received by Buyer, (2) any change to the Abstract of Title, Title Commitment or Title Documents, 365
or (3) any endorsement to the Title Commitment. If Seller receives Buyer’s Notice to Terminate or Notice of Title Objection, 366
pursuant to this § 8.2. (Record Title), any title objection by Buyer is governed by the provisions set forth in § 8.7. (Right to Object 367
to Title, Resolution). If Seller has fulfilled all Seller’s obligations, if any, to deliver to Buyer all documents required by § 8.1.368
(Evidence of Record Title) and Seller does not receive Buyer’s Notice to Terminate or Notice of Title Objection by the applicable 369
deadline specified above, Buyer accepts the condition of title as disclosed by the Abstract of Title, Title Commitment and Title 370
Documents as satisfactory.371
8.3.Off-Record Title. Seller must deliver to Buyer, on or before Off-Record Title Deadline, true copies of all existing 372
surveys in Seller’s possession pertaining to the Property and must disclose to Buyer all easements, liens (including, without 373
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limitation, governmental improvements approved, but not yet installed) or other title matters not shown by public records, of which 374
Seller has actual knowledge (Off-Record Matters). This Section excludes any New ILC or New Survey governed under § 9 (New 375
ILC, New Survey). Buyer has the right to inspect the Property to investigate if any third party has any right in the Property not shown 376
by public records (e.g., unrecorded easement, boundary line discrepancy or water rights). Buyer’s Notice to Terminate or Notice of 377
Title Objection of any unsatisfactory condition (whether disclosed by Seller or revealed by such inspection, notwithstanding § 8.2.378
(Record Title) and § 13 (Transfer of Title), in Buyer’s sole subjective discretion, must be received by Seller on or before Off-Record 379
Title Objection Deadline. If an Off-Record Matter is received by Buyer after the Off-Record Title Deadline, Buyer has until the 380
earlier of Closing or ten days after receipt by Buyer to review and object to such Off-Record Matter. If Seller receives Buyer’s Notice 381
to Terminate or Notice of Title Objection pursuant to this § 8.3. (Off-Record Title), any title objection by Buyer is governed by the 382
provisions set forth in § 8.7. (Right to Object to Title, Resolution). If Seller does not receive Buyer’s Notice to Terminate or Notice 383
of Title Objection by the applicable deadline specified above, Buyer accepts title subject to such Off-Record Matters and rights, if 384
any, of third parties not shown by public records of which Buyer has actual knowledge. 385
8.4.Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION 386
INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE 387
PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK 388
FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF SUCH DEBT WHERE 389
CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH 390
INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYERS SHOULD INVESTIGATE THE 391
SPECIAL TAXING DISTRICTS IN WHICH THE PROPERTY IS LOCATED BY CONTACTING THE COUNTY 392
TREASURER, BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE PROPERTY AND BY OBTAINING 393
FURTHER INFORMATION FROM THE BOARD OF COUNTY COMMISSIONERS, THE COUNTY CLERK AND 394
RECORDER, OR THE COUNTY ASSESSOR.395
8.5.Tax Certificate. A tax certificate paid for by Seller Buyer, for the Property listing any special taxing districts 396
that affect the Property (Tax Certificate) must be delivered to Buyer on or before Record Title Deadline. If the Property is located 397
within a special taxing district and such inclusion is unsatisfactory to Buyer, in Buyer’s sole subjective discretion, Buyer may 398
terminate, on or before Record Title Objection Deadline. Should Buyer receive the Tax Certificate after Record Title Deadline, 399
Buyer, at Buyer’s option, has the Right to Terminate under § 24.1. by Buyer’s Notice to Terminate received by Seller on or before 400
ten days after Buyer’s receipt of the Tax Certificate. If Buyer does not receive the Tax Certificate, or if Buyer’s Notice to Terminate 401
would otherwise be required to be received by Seller after Closing Date, Buyer’s Notice to Terminate must be received by Seller on 402
or before Closing. If Seller does not receive Buyer’s Notice to Terminate within such time, Buyer accepts the provisions of the Tax 403
Certificate and the inclusion of the Property in a special taxing district, if applicable, as satisfactory and Buyer waives any Right to 404
Terminate under this provision. If Buyer’s loan specified in §4.5.3, (Loan Limitations) prohibits Buyer from paying for the Tax 405
Certificate, the Tax Certificate will be paid for by Seller. 406
8.6.Third Party Right to Purchase/Approve. If any third party has a right to purchase the Property (e.g., right of first 407
refusal on the Property, right to purchase the Property under a lease or an option held by a third party to purchase the Property) or a 408
right of a third party to approve this Contract, Seller must promptly submit this Contract according to the terms and conditions of 409
such right. If the third-party holder of such right exercises its right this Contract will terminate. If the third party’s right to purchase 410
is waived explicitly or expires, or the Contract is approved, this Contract will remain in full force and effect. Seller must promptly 411
notify Buyer in writing of the foregoing. If the third party right to purchase is exercised or approval of this Contract has not occurred 412
on or before Third Party Right to Purchase/Approve Deadline, this Contract will then terminate. Seller will supply to Buyer, in 413
writing, details of any Third Party Right to Purchase the Property on or before the Record Title Deadline.414
8.7.Right to Object to Title, Resolution. Buyer has a right to object or terminate, in Buyer’s sole subjective discretion,415
based on any title matters including those matters set forth in § 8.2. (Record Title), § 8.3. (Off-Record Title), § 8.5. (Special Taxing 416
District) and § 13 (Transfer of Title). If Buyer exercises Buyer’s rights to object or terminate based on any such title matter, on or 417
before the applicable deadline, Buyer has the following options: 418
8.7.1.Title Objection, Resolution. If Seller receives Buyer’s written notice objecting to any title matter (Notice of 419
Title Objection) on or before the applicable deadline and if Buyer and Seller have not agreed to a written settlement thereof on or 420
before Title Resolution Deadline, this Contract will terminate on the expiration of Title Resolution Deadline, unless Seller receives 421
Buyer’s written withdrawal of Buyer’s Notice of Title Objection (i.e., Buyer’s written notice to waive objection to such items and 422
waives the Right to Terminate for that reason), on or before expiration of Title Resolution Deadline. If either the Record Title 423
Deadline or the Off-Record Title Deadline, or both, are extended pursuant to § 8.2. (Record Title) or § 8.3. (Off-Record Title) the 424
Title Resolution Deadline also will be automatically extended to the earlier of Closing or fifteen days after Buyer’s receipt of the 425
applicable documents; or426
8.7.2.Title Objection, Right to Terminate. Buyer may exercise the Right to Terminate under § 24.1., on or before 427
the applicable deadline, based on any title matter unsatisfactory to Buyer, in Buyer’s sole subjective discretion. 428
8.8.Title Advisory. The Title Documents affect the title, ownership and use of the Property and should be reviewed 429
carefully. Additionally, other matters not reflected in the Title Documents may affect the title, ownership and use of the Property, 430
including, without limitation, boundary lines and encroachments, set-back requirements, area, zoning, building code violations, 431
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unrecorded easements and claims of easements, leases and other unrecorded agreements, water on or under the Property and various 432
laws and governmental regulations concerning land use, development and environmental matters.433
8.8.1. OIL, GAS, WATER AND MINERAL DISCLOSURE. THE SURFACE ESTATE OF THE 434
PROPERTY MAY BE OWNED SEPARATELY FROM THE UNDERLYING MINERAL ESTATE AND TRANSFER OF 435
THE SURFACE ESTATE MAY NOT NECESSARILY INCLUDE TRANSFER OF THE MINERAL ESTATE OR WATER 436
RIGHTS. THIRD PARTIES MAY OWN OR LEASE INTERESTS IN OIL, GAS, OTHER MINERALS, GEOTHERMAL 437
ENERGY OR WATER ON OR UNDER THE SURFACE OF THE PROPERTY, WHICH INTERESTS MAY GIVE THEM 438
RIGHTS TO ENTER AND USE THE SURFACE OF THE PROPERTY TO ACCESS THE MINERAL ESTATE, OIL, 439
GAS OR WATER.440
8.8.2. SURFACE USE AGREEMENT. THE USE OF THE SURFACE ESTATE OF THE PROPERTY TO 441
ACCESS THE OIL, GAS OR MINERALS MAY BE GOVERNED BY A SURFACE USE AGREEMENT, A 442
MEMORANDUM OR OTHER NOTICE OF WHICH MAY BE RECORDED WITH THE COUNTY CLERK AND 443
RECORDER.444
8.8.3. OIL AND GAS ACTIVITY. OIL AND GAS ACTIVITY THAT MAY OCCUR ON OR ADJACENT 445
TO THE PROPERTY MAY INCLUDE, BUT IS NOT LIMITED TO, SURVEYING, DRILLING, WELL COMPLETION 446
OPERATIONS, STORAGE, OIL AND GAS, OR PRODUCTION FACILITIES, PRODUCING WELLS, REWORKING 447
OF CURRENT WELLS AND GAS GATHERING AND PROCESSING FACILITIES.448
8.8.4. ADDITIONAL INFORMATION. BUYER IS ENCOURAGED TO SEEK ADDITIONAL 449
INFORMATION REGARDING OIL AND GAS ACTIVITY ON OR ADJACENT TO THE PROPERTY, INCLUDING 450
DRILLING PERMIT APPLICATIONS. THIS INFORMATION MAY BE AVAILABLE FROM THE COLORADO OIL 451
AND GAS CONSERVATION COMMISSION.452
8.8.5. Title Insurance Exclusions. Matters set forth in this Section and others, may be excepted, excluded from, or 453
not covered by the owner’s title insurance policy. 454
8.9. Mineral Rights Review. Buyer Does Does Not have a Right to Terminate if examination of the Mineral 455
Rights is unsatisfactory to Buyer on or before the Mineral Rights Examination Deadline. 456
9.NEW ILC, NEW SURVEY.457
9.1.New ILC or New Survey. If the box is checked, (1)New Improvement Location Certificate (New ILC); or, (2)458
New Survey in the form of ___________________________________________; is required and the following will apply: 459
9.1.1.Ordering of New ILC or New Survey. Seller Buyer will order the New ILC or New Survey. The 460
New ILC or New Survey may also be a previous ILC or survey that is in the above-required form, certified and updated as of a date 461
after the date of this Contract.462
9.1.2.Payment for New ILC or New Survey. The cost of the New ILC or New Survey will be paid, on or before 463
Closing, by: Seller e Buyer or:464
9.1.3.Delivery of New ILC or New Survey.Buyer, Seller, the issuer of the Title Commitment (or the provider of 465
the opinion of title if an Abstract of Title) and _____________________ will receive a New ILC or New Survey on or before New 466
ILC or New Survey Deadline.467
9.1.4.Certification of New ILC or New Survey.The New ILC or New Survey will be certified by the surveyor to 468
all those who are to receive the New ILC or New Survey. 469
9.2.Buyer’s Right to Waive or Change New ILC or New Survey Selection. Buyer may select a New ILC or New 470
Survey different than initially specified in this Contract if there is no additional cost to Seller or change to the New ILC or New 471
Survey Objection Deadline. Buyer may, in Buyer’s sole subjective discretion, waive a New ILC or New Survey if done prior to 472
Seller incurring any cost for the same. 473
9.3.New ILC or New Survey Objection. Buyer has the right to review and object based on the New ILC or New Survey. 474
If the New ILC or New Survey is not timely received by Buyer or is unsatisfactory to Buyer, in Buyer’s sole subjective discretion, 475
Buyer may, on or before New ILC or New Survey Objection Deadline, notwithstanding § 8.3. or § 13:476
9.3.1.Notice to Terminate. Notify Seller in writing, pursuant to § 24.1, that this Contract is terminated; or477
9.3.2.New ILC or New Survey Objection. Deliver to Seller a written description of any matter that was to be 478
shown or is shown in the New ILC or New Survey that is unsatisfactory and that Buyer requires Seller to correct.479
9.3.3.New ILC or New Survey Resolution. If a New ILC or New Survey Objection is received by Seller, on or 480
before New ILC or New Survey Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on 481
or before New ILC or New Survey Resolution Deadline, this Contract will terminate on expiration of the New ILC or New Survey 482
Resolution Deadline, unless Seller receives Buyer’s written withdrawal of the New ILC or New Survey Objection before such 483
termination (i.e., on or before expiration of New ILC or New Survey Resolution Deadline). 484
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DISCLOSURE, INSPECTION AND DUE DILIGENCE485
10.PROPERTY DISCLOSURE, INSPECTION, INDEMNITY, INSURABILITY AND DUE DILIGENCE.486
10.1.Seller’s Property Disclosure. On or before Seller’s Property Disclosure Deadline, Seller agrees to deliver to Buyer 487
the most current version of the applicable Colorado Real Estate Commission’s Seller’s Property Disclosure form completed by Seller 488
to Seller’s actual knowledge and current as of the date of this Contract.489
10.2.Disclosure of Adverse Material Facts; Subsequent Disclosure; Present Condition.Seller must disclose to Buyer 490
any adverse material facts actually known by Seller as of the date of this Contract. Seller agrees that disclosure of adverse material 491
facts will be in writing. In the event Seller discovers an adverse material fact after the date of this Contract, Seller must timely 492
disclose such adverse fact to Buyer. Buyer has the Right to Terminate based on the Seller’s new disclosure on the earlier of Closing 493
or five days after Buyer’s receipt of the new disclosure. Except as otherwise provided in this Contract, Buyer acknowledges that 494
Seller is conveying the Property to Buyer in an “As Is” condition, “Where Is” and “With All Faults.”495
10.3. Inspection. Unless otherwise provided in this Contract, Buyer, acting in good faith, has the right to have inspections 496
(by one or more third parties, personally or both) of the Property, Leased Items, and Inclusions (Inspection), at Buyer’s expense. If 497
(1) the physical condition of the Property, including, but not limited to, the roof, walls, structural integrity of the Property, the 498
electrical, plumbing, HVAC and other mechanical systems of the Property, (2) the physical condition of the Inclusions and Leased 499
Items, (3) service to the Property (including utilities and communication services), systems and components of the Property (e.g.,500
heating and plumbing), (4) any proposed or existing transportation project, road, street or highway, or (5) any other activity, odor or 501
noise (whether on or off the Property) and its effect or expected effect on the Property or its occupants is unsatisfactory, in Buyer’s 502
sole subjective discretion, Buyer may:503
10.3.1. Inspection Termination. On or before the Inspection Termination Deadline, notify Seller in writing, 504
pursuant to § 24.1., that this Contract is terminated due to any unsatisfactory condition, provided the Buyer did not previously deliver 505
an Inspection Objection. Buyer’s Right to Terminate under this provision expires upon delivery of an Inspection Objection to Seller 506
pursuant to § 10.3.2.; or507
10.3.2. Inspection Objection. On or before the Inspection Objection Deadline, deliver to Seller a written 508
description of any unsatisfactory condition that Buyer requires Seller to correct.509
10.3.3. Inspection Resolution. If an Inspection Objection is received by Seller, on or before Inspection Objection 510
Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Inspection Resolution Deadline, 511
this Contract will terminate on Inspection Resolution Deadline unless Seller receives Buyer’s written withdrawal of the Inspection 512
Objection before such termination (i.e., on or before expiration of Inspection Resolution Deadline). Nothing in this provision 513
prohibits the Buyer and the Seller from mutually terminating this Contract before the Inspection Resolution Deadline passes by 514
executing an Earnest Money Release.515
10.4.Damage, Liens and Indemnity. Buyer, except as otherwise provided in this Contract or other written agreement 516
between the parties, is responsible for payment for all inspections, tests, surveys, engineering reports, or other reports performed at 517
Buyer’s request (Work) and must pay for any damage that occurs to the Property and Inclusions as a result of such Work. Buyer 518
must not permit claims or liens of any kind against the Property for Work performed on the Property. Buyer agrees to indemnify, 519
protect and hold Seller harmless from and against any liability, damage, cost or expense incurred by Seller and caused by any such 520
Work, claim, or lien. This indemnity includes Seller’s right to recover all costs and expenses incurred by Seller to defend against 521
any such liability, damage, cost or expense, or to enforce this Section, including Seller’s reasonable attorney fees, legal fees and 522
expenses. The provisions of this Section survive the termination of this Contract. This § 10.4. does not apply to items performed 523
pursuant to an Inspection Resolution.524
10.5.Insurability. Buyer has the Right to Terminate under § 24.1., on or before Property Insurance Termination525
Deadline, based on any unsatisfactory provision of the availability, terms and conditions and premium for property insurance526
(Property Insurance) on the Property, in Buyer’s sole subjective discretion.527
10.6.Due Diligence.528
10.6.1. Due Diligence Documents. Seller agrees to deliver copies of the following documents and information 529
pertaining to the Property and Leased Items (Due Diligence Documents) to Buyer on or before Due Diligence Documents Delivery 530
Deadline: 531
10.6.1.1.Occupancy Agreements. All current leases, including any amendments or other occupancy532
agreements, pertaining to the Property. Those leases or other occupancy agreements pertaining to the Property that survive Closing 533
are as follows (Leases):534
535
Sublease as of the 16th day of February 2007, that was recorded in the real estate records of Pitkin County, Colorado, on February 536
16, 2007, as Reception No. 534584, and a copy thereof with certain corrected exhibits, titled Corrected Sublease, was recorded June 537
20, 2008, as Reception No. 550453, Pitkin County, Colorado, as amended by the First Amendment to Corrected Sublease dated as 538
of December 8, 2021 (the “Aspen Film Lease”)539
540
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10.6.1.2.Leased Items Documents. If any lease of personal property (§ 2.5.7., Leased Items) will be 541
transferred to Buyer at Closing, Seller agrees to deliver copies of the leases and information pertaining to the personal property to 542
Buyer on or before Due Diligence Documents Delivery Deadline. Buyer Will Will Not assume the Seller’s obligations 543
under such leases for the Leased Items (§ 2.5.7., Leased Items).544
545
10.6.1.3.Encumbered Inclusions Documents. If any Inclusions owned by Seller are encumbered 546
pursuant to § 2.5.4. (Encumbered Inclusions) above, Seller agrees to deliver copies of the evidence of debt, security and any other 547
documents creating the encumbrance to Buyer on or before Due Diligence Documents Delivery Deadline. Buyer Will Will 548
Not assume the debt on the Encumbered Inclusions (§ 2.5.4., Encumbered Inclusions).549
550
10.6.1.4. Other Documents. If the respective box is checked, Seller agrees to additionally deliver copies 551
of the following:552
10.6.1.4.1.All contracts relating to the operation, maintenance and management of the 553
Property;554
10.6.1.4.2.Property tax bills for the last 2 years;555
10.6.1.4.3.As-built construction plans to the Property and the tenant improvements, including 556
architectural, electrical, mechanical and structural systems; engineering reports; and permanent Certificates of Occupancy, to the 557
extent now available;558
10.6.1.4.4.A list of all Inclusions to be conveyed to Buyer;559
10.6.1.4.5.Operating statements for the past years;560
10.6.1.4.6.A rent roll accurate and correct to the date of this Contract; 561
10.6.1.4.7.A schedule of any tenant improvement work Seller is obligated to complete but 562
has not yet completed and capital improvement work either scheduled or in process on the date of this Contract;563
10.6.1.4.8.All insurance policies pertaining to the Property and copies of any claims which 564
have been made for the past years;565
10.6.1.4.9.Soils reports, surveys and engineering reports or data pertaining to the Property (if 566
not delivered earlier under § 8.3.);567
10.6.1.4.10.Any and all existing documentation and reports regarding Phase I and II 568
environmental reports, letters, test results, advisories and similar documents respective to the existence or nonexistence of asbestos, 569
PCB transformers, or other toxic, hazardous or contaminated substances and/or underground storage tanks and/or radon gas. If no 570
reports are in Seller’s possession or known to Seller, Seller warrants that no such reports are in Seller’s possession or known to 571
Seller;572
10.6.1.4.11.Any Americans with Disabilities Act reports, studies or surveys concerning the 573
compliance of the Property with said Act; 574
10.6.1.4.12.All permits, licenses and other building or use authorizations issued by any 575
governmental authority with jurisdiction over the Property and written notice of any violation of any such permits, licenses or use 576
authorizations, if any; and577
10.6.1.4.13.Other:578
579
10.6.2. Due Diligence Documents Review and Objection. Buyer has the right to review and object based on the Due 580
Diligence Documents. If the Due Diligence Documents are not supplied to Buyer or are unsatisfactory, in Buyer’s sole subjective 581
discretion, Buyer may, on or before Due Diligence Documents Objection Deadline:582
10.6.2.1. Notice to Terminate. Notify Seller in writing, pursuant to § 24.1.,that this Contract is terminated; 583
or584
10.6.2.2. Due Diligence Documents Objection. Deliver to Seller a written description of any 585
unsatisfactory Due Diligence Documents that Buyer requires Seller to correct.586
10.6.2.3. Due Diligence Documents Resolution. If a Due Diligence Documents Objection is received by 587
Seller, on or before Due Diligence DocumentsObjection Deadline andif Buyer and Seller have not agreed in writing to a settlement 588
thereof on or before Due Diligence Documents Resolution Deadline, this Contract will terminate on Due Diligence Documents589
Resolution Deadline unless Seller receives Buyer’s written withdrawal of the Due Diligence Documents Objection before such 590
termination (i.e., on or before expiration of Due Diligence Documents Resolution Deadline. 591
10.6.3. Zoning. Buyer has the Right to Terminate under § 24.1., on or before Due Diligence Documents Objection 592
Deadline, based on any unsatisfactory zoning and any use restrictions imposed by any governmental agency with jurisdiction over 593
the Property, in Buyer’s sole subjective discretion. 594
10.6.4. Due Diligence – Environmental, ADA. Buyer has the right to obtain environmental inspections of the 595
Property including Phase I and Phase II Environmental Site Assessments, as applicable.Seller Buyer will may order or 596
provide Phase I Environmental Site Assessment,Phase II Environmental Site Assessment (compliant with most current version 597
of the applicable ASTM E1527 standard practices for Environmental Site Assessments) and/or none other, at the expense of 598
Seller Buyer (Environmental Inspection). In addition, Buyer, at Buyer’s expense, may also conduct an evaluation whether the599
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Property complies with the Americans with Disabilities Act (ADA Evaluation). All such inspections and evaluations must be 600
conducted at such times as are mutually agreeable to minimize the interruption of Seller’s and any Seller’s tenants’ business uses of601
the Property, if any. 602
If Buyer’s Phase I Environmental Site Assessment recommends a Phase II Environmental Site Assessment, the Environmental 603
Inspection Termination Deadline will be extended by 30 days (Extended Environmental Inspection Objection Deadline) and 604
if such Extended Environmental Inspection Objection Deadline extends beyond the Closing Date, the Closing Date will be extended 605
a like period of time. In such event, Seller Buyer must pay the cost for such Phase II Environmental Site Assessment.606
Notwithstanding Buyer’s right to obtain additional environmental inspections of the Property in this § 10.6.4., Buyer has the 607
Right to Terminate under § 24.1., on or before Environmental Inspection Termination Deadline, or if applicable, the Extended 608
Environmental Inspection Objection Deadline, based on any unsatisfactory results of Environmental Inspection, in Buyer’s sole 609
subjective discretion. 610
Buyer has the Right to Terminate under § 24.1., on or before ADA Evaluation Termination Deadline, based on any 611
unsatisfactory ADA Evaluation, in Buyer’s sole subjective discretion. 612
10.7.Conditional Upon Sale of Property. This Contract is conditional upon the sale and closing of that certain property 613
owned by Buyer and commonly known as . Buyer has 614
the Right to Terminate under § 24.1. effective upon Seller’s receipt of Buyer’s Notice to Terminate on or before Conditional Sale 615
Deadline if such property is not sold and closed by such deadline. This Section is for the sole benefit of Buyer. If Seller does not 616
receive Buyer’s Notice to Terminate on or before Conditional Sale Deadline, Buyer waives any Right to Terminate under this 617
provision. 618
10.8.Source of Potable Water (Residential Land and Residential Improvements Only). [Intentionally Deleted - See 619
Residential Addendum if applicable]620
10.9.Existing Leases; Modification of Existing Leases; New Leases. Seller states that none of the Leases to be assigned 621
to the Buyer at the time of Closing contain any rent concessions, rent reductions or rent abatements except as disclosed in the Lease 622
or other writing received by Buyer. Seller will not amend, alter, modify, extend or cancel any of the Leases nor will Seller enter into 623
any new leases affecting the Property without the prior written consent of Buyer, which consent will not be unreasonably withheld 624
or delayed.625
10.10. Lead-Based Paint. [Intentionally Deleted - See Residential Addendum if applicable]626
10.11. Carbon Monoxide Alarms. [Intentionally Deleted - See Residential Addendum if applicable]627
10.12. Methamphetamine Disclosure. [Intentionally Deleted - See Residential Addendum if applicable]628
11.TENANT ESTOPPEL STATEMENTS.629
11.1.Estoppel Statements Conditions. Buyer has the right to review and object to any Estoppel Statements. Seller must 630
request from all tenants of the Property and if received by Seller, deliver to Buyer on or before Estoppel Statements Deadline, 631
statements in a form and substance reasonably acceptable toBuyer , from each occupant or tenant at the Property(Estoppel Statement) 632
attached to a copy of the Lease stating:633
11.1.1.The commencement date of the Lease and scheduled termination date of the Lease;634
11.1.2.That said Lease is in full force and effect and that there have been no subsequent modifications or 635
amendments;636
11.1.3.The amount of any advance rentals paid, rent concessions given and deposits paid to Seller;637
11.1.4.The amount of monthly (or other applicable period) rental paid to Seller;638
11.1.5.That there is no default under the terms of said Lease by landlord or occupant; and639
11.1.6.That the Lease to which the Estoppel Statement is attached is a true, correct and complete copy of the Lease 640
demising the premises it describes.641
11.2.Seller Estoppel Statement. In the event Seller does not receive from all tenants of the Property a completed signed 642
Estoppel Statement, Seller agrees to complete and execute an Estoppel Statement setting forth the information and documents 643
required §11.1. above and deliver the same to Buyer on or before Estoppel Statements Deadline.644
11.3.Estoppel Statements Termination. Buyer has the Right to Terminate under § 24.1., on or before Estoppel 645
Statements Termination Deadline, based on any unsatisfactory Estoppel Statement, in Buyer’s sole subjective discretion, or if 646
Seller fails to deliver the Estoppel Statements on or before Estoppel Statements Deadline. Buyer also has the unilateral right to 647
waive any unsatisfactory Estoppel Statement.648
CLOSING PROVISIONS649
12.CLOSING DOCUMENTS, INSTRUCTIONS AND CLOSING. 650
12.1.Closing Documents and Closing Information. Seller and Buyer will cooperate with the Closing Company to enable 651
the Closing Company to prepare and deliver documents required for Closing to Buyer and Seller and their designees. If Buyer is 652
obtaining a loan to purchase the Property, Buyer acknowledges Buyer’s lender is required to provide the Closing Company, in a 653
timely manner, all required loan documents and financial information concerning Buyer’s loan. Buyer and Seller will furnish any 654
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additional information and documents required by Closing Company that will be necessary to complete this transaction. Buyer and 655
Seller will sign and complete all customary or reasonably required documents at or before Closing.656
12.2.Closing Instructions.Colorado Real Estate Commission’s Closing Instructions Are Are Not executed with 657
this Contract. 658
12.3.Closing. Delivery of deed from Seller to Buyer will be at closing (Closing). Closing will be on the date specified as 659
the Closing Date or by mutual agreement at an earlier date. At Closing, Seller agrees to deliver a set of keys for the Property to 660
Buyer. The hour and place of Closing will be as designated by shall be at the Aspen office of the Closing Company and at a661
mutually agreeable time (or a time set by the Closing Company if Buyer and Seller cannot agree); provided that, to the extent 662
practicable and acceptable to the Closing Company and/or Buyer’s lender, the Closing may occur remotely.663
664
12.4.Disclosure of Settlement Costs. Buyer and Seller acknowledge that costs, quality and extent of service vary between 665
different settlement service providers (e.g., attorneys, lenders, inspectors and title companies).666
12.5.Assignment of Leases. Seller must assign to Buyer all Leases at Closing that will continue after Closing and Buyer 667
must assume Seller’s obligations under such Leases. Further, Seller must transfer to Buyer all Leased Items and assign to Buyer such 668
leases for the Leased Items accepted by Buyer pursuant to § 2.5.7. (Leased Items).669
13.TRANSFER OF TITLE.Subject to Buyer’s compliance with the terms and provisions of this Contract, including the tender 670
of any payment due at Closing, Seller must execute and deliver the following good and sufficient deed to Buyer, at Closing: 671
special warranty deed general warranty deed bargain and sale deed quit claim deed personal representative’s deed672
____________________________ deed. Seller, provided another deed is not selected, must execute and deliver a good and 673
sufficient special warranty deed to Buyer, at Closing.674
Unless otherwise specified in § 29 (Additional Provisions), if title will be conveyed using a special warranty deed or a general 675
warranty deed, title will be conveyed “subject to statutory exceptions” as defined in §38-30-113(5)(a), C.R.S.676
14.PAYMENT OF LIENS AND ENCUMBRANCES. Unless agreed to by Buyer in writing, any amounts owed on any liens 677
or encumbrances securing a monetary sum against the Property and Inclusions, including any governmental liens for special 678
improvements installed as of the date of Buyer’s signature hereon, whether assessed or not, and previous years’ taxes, will be paid 679
at or before Closing by Seller from the proceeds of this transaction or from any other source.680
15.CLOSING COSTS, FEES, ASSOCIATION STATUS LETTER AND DISBURSEMENTS, TAXES AND681
WITHHOLDING. 682
15.1.Closing Costs. Buyer and Seller must pay, in Good Funds, their respective closing costs and all other items required 683
to be paid at Closing, except as otherwise provided herein.684
15.2.Closing Services Fee. The fee for real estate closing services must be paid at Closing by Buyer Seller685
One-Half by Buyer and One-Half by Seller Other . 686
15.3.Association Fees and Required Disbursements. At least fourteen days prior to Closing Date, Seller agrees to 687
promptly request that the Closing Company or the Association deliver to Buyer a current Status Letter, if applicable. Any fees 688
associated with or specified in the Status Letter will be paid as follows:689
15.3.1. Status Letter Fee. Any fee incident to the issuance of Association’s Status Letter must be paid by Buyer 690
Seller One-Half by Buyer and One-Half by Seller N/A.691
15.3.2. Record Change Fee. Any Record Change Fee must be paid by Buyer Seller One-Half by Buyer 692
and One-Half by Seller N/A.693
15.3.3. Assessments, Reserves or Working Capital. All assessments required to be paid in advance (other than 694
Association Assessments as defined in § 16.2. (Association Assessments), reserves or working capital due at Closing must be paid 695
by Buyer Seller One-Half by Buyer and One-Half by Seller N/A.696
15.3.4. Other Fees. Any other fee listed in the Status Letter as required to be paid at Closing will be paid by 697
Buyer Seller One-Half by Buyer and One-Half by Seller N/A.698
15.4.Local Transfer Tax. Any Local Transfer Tax must be paid at Closing by Buyer Seller One-Half by 699
Buyer and One-Half by Seller N/A. 700
15.5.Sales and Use Tax. Any sales and use tax that may accrue because of this transaction must be paid when due by 701
Buyer Seller One-Half by Buyer and One-Half by Seller N/A.702
15.6.Private Transfer Fee. Any private transfer fees and other fees due to a transfer of the Property, payable at Closing, 703
such as community association fees, developer fees and foundation fees, must be paid at Closing by Buyer Seller 704
One-Half by Buyer and One-Half by Seller N/A. 705
15.7.Water Transfer Fees. Water Transfer Fees can change. The fees, as of the date of this Contract, do not exceed 706
$____________ for: 707
Water Stock/Certificates Water District 708
Augmentation Membership Small Domestic Water Company709
and must be paid at Closing by Buyer Seller One-Half by Buyer and One-Half by Seller N/A.710
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15.8.Utility Transfer Fees. Utility transfer fees can change. Any fees to transfer utilities from Seller to Buyer must be 711
paid by Buyer Seller One-Half by Buyer and One-Half by Seller N/A.712
15.9.FIRPTA and Colorado Withholding.713
15.9.1. FIRPTA. The Internal Revenue Service (IRS) may require a substantial portion of the Seller’s proceeds be 714
withheld after Closing when Seller is a foreign person. If required withholding does not occur, the Buyer could be held liable for the 715
amount of the Seller’s tax, interest and penalties. If the box in this Section is checked, Seller represents that Seller IS a foreign 716
person for purposes of U.S. income taxation. If the box in this Section is not checked, Seller represents that Seller is not a foreign 717
person for purposes of U.S. income taxation. Seller agrees to cooperate with Buyer and Closing Company to provide any reasonably 718
requested documents to verify Seller’s foreign person status. If withholding is required, Seller authorizes Closing Company to 719
withhold such amount from Seller’s proceeds. Seller should inquire with Seller’s tax advisor to determine if withholding applies or 720
if an exemption exists.721
15.9.2. Colorado Withholding. The Colorado Department of Revenue may require a portion of the Seller’s proceeds 722
be withheld after Closing when Seller will not be a Colorado resident after Closing, if not otherwise exempt. Seller agrees to 723
cooperate with Buyer and Closing Company to provide any reasonably requested documents to verify Seller’s status. If withholding 724
is required, Seller authorizes Closing Company to withhold such amount from Seller’s proceeds. Seller should inquire with Seller’s 725
tax advisor to determine if withholding applies or if an exemption exists.726
16.PRORATIONS AND ASSOCIATION ASSESSMENTS. 727
16.1.Prorations. The following will be prorated to the Closing Date, except as otherwise provided:728
16.1.1. Taxes. Personal property taxes, if any, special taxing district assessments, if any, and general real estate taxes 729
for the year of Closing, based on Taxes for the Calendar Year Immediately Preceding Closing Most Recent Mill Levy 730
and Most Recent Assessed Valuation, adjusted by any applicable qualifying seniors property tax exemption, qualifying disabled 731
veteran exemption or Other .732
16.1.2. Rents. Rents based on Rents Actually Received Accrued. At Closing, Seller will transfer or credit 733
to Buyer the security deposits for all Leases assigned to Buyer, or any remainder after lawful deductions, and notify all tenants in 734
writing of such transfer and of the transferee’s name and address. 735
16.1.3. Other Prorations. Water and sewer charges, propane, interest on continuing loan and _________________.736
16.1.4. Final Settlement. Unless otherwise specified in Additional Provisions, these prorations are final.737
16.2.Association Assessments. Current regular Association assessments and dues (Association Assessments) paid in 738
advance will be credited to Seller at Closing. Cash reserves held out of the regular Association Assessments for deferred maintenance739
by the Association will not be credited to Seller except as may be otherwise provided by the Governing Documents. Buyer 740
acknowledges that Buyer may be obligated to pay the Association, at Closing, an amount for reserves or working capital. Any special 741
assessment assessed prior to Closing Date by the Association will be the obligation of Buyer Seller. Except however, any 742
special assessment by the Association for improvements that have been installed as of the date of Buyer’s signature hereon, whether 743
assessed prior to or after Closing, will be the obligation of Seller unless otherwise specified in Additional Provisions. Seller represents 744
there are no unpaid regular or special assessments against the Property except the current regular assessments and September and 745
October regular assessments that shall be paid by Buyer. AssociationAssessments are subject to change as provided in the Governing 746
Documents.747
17.POSSESSION. Possession of the Property and Inclusions will be delivered to Buyer on Possession Date at Possession Time, 748
subject to the Leases as set forth in § 10.6.1.1.749
If Seller, after Closing occurs, fails to deliver possession as specified, Seller will be subject to eviction and will be additionally 750
liable to Buyer, notwithstanding § 20.2. (If Seller is in Default), for payment of $ 1,000 per day (or any part of a day notwithstanding 751
§ 3.3., Day) from Possession Date and Possession Time until possession is delivered.752
GENERAL PROVISIONS753
18.CAUSES OF LOSS, INSURANCE; DAMAGE TO INCLUSIONS AND SERVICES; CONDEMNATION; AND 754
WALK-THROUGH. Except as otherwise provided in this Contract, the Property, Inclusions or both will be delivered in the 755
condition existing as of the date of this Contract, ordinary wear and tear excepted.756
18.1.Causes of Loss, Insurance. In the event the Property or Inclusions are damaged by fire, other perils or causes of loss 757
prior to Closing (Property Damage) in an amount of not more than ten percent of the total Purchase Price and if the repair of the 758
damage will be paid by insurance (other than the deductible to be paid by Seller), then Seller, upon receipt of the insurance proceeds, 759
will use Seller’s reasonable efforts to repair the Property before Closing Date. Buyer has the Right to Terminate under § 24.1., on 760
or before Closing Date, if the Property is not repaired before Closing Date, or if the damage exceeds such sum. Should Buyer elect 761
to carry out this Contract despite such Property Damage, Buyer is entitled to a credit at Closing for all insurance proceeds that were 762
received by Seller (but not the Association, if any) resulting from damage to the Property and Inclusions, plus the amount of any 763
deductible provided for in the insurance policy. This credit may not exceed the Purchase Price. In the event Seller has not received 764
118
CBS3-6-21. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 16 of 21
the insurance proceeds prior to Closing, the parties may agree to extend the Closing Date to have the Property repaired prior to 765
Closing or, at the option of Buyer, (1) Seller must assign to Buyer the right to the proceeds at Closing, if acceptable to Seller’s 766
insurance company and Buyer’s lender; or (2) the parties may enter into a written agreement prepared by the parties or their attorney 767
requiring the Seller to escrow at Closing from Seller’s sale proceeds the amount Seller has received and will receive due to such 768
damage, not exceeding the total Purchase Price, plus the amount of any deductible that applies to the insurance claim.769
18.2.Damage, Inclusions and Services. Should any Inclusion or service (including utilities and communication services), 770
system, component or fixture of the Property (collectively Service) (e.g., heating or plumbing), fail or be damaged between the date 771
of this Contract and Closing or possession, whichever is earlier, then Seller is liable for the repair or replacement of such Inclusion 772
or Service with a unit of similar size, age and quality, or an equivalent credit, but only to the extent that the maintenance or 773
replacement of such Inclusion or Service is not the responsibility of the Association, if any, less any insurance proceeds received by 774
Buyer covering such repair or replacement. If the failed or damaged Inclusion or Service is not repaired or replaced on or before 775
Closing or possession, whichever is earlier, Buyer has the Right to Terminate under § 24.1., on or before Closing Date, or, at the 776
option of Buyer, Buyer is entitled to a credit at Closing for the repair or replacement of such Inclusion or Service. Such credit must 777
not exceed the Purchase Price. If Buyer receives such a credit, Seller’s right for any claim against the Association, if any, will survive 778
Closing. 779
18.3.Condemnation. In the event Seller receives actual notice prior to Closing that a pending condemnation action may 780
result in a taking of all or part of the Property or Inclusions, Seller must promptly notify Buyer, in writing, of such condemnation 781
action. Buyer has the Right to Terminate under § 24.1., on or before Closing Date, based on such condemnation action, in Buyer’s 782
sole subjective discretion. Should Buyer elect to consummate this Contract despite such diminution of value to the Property and 783
Inclusions, Buyer is entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the diminution in the value 784
of the Property or Inclusions, but such credit will not include relocation benefits or expenses or exceed the Purchase Price.785
18.4.Walk-Through and Verification of Condition. Buyer, upon reasonable notice, has the right to walk through the 786
Property prior to Closing to verify that the physical condition of the Property and Inclusions complies with this Contract.787
19.RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this Contract, Buyer and Seller acknowledge that 788
their respective broker has advised that this Contract has important legal consequences and has recommended: (1) legal examination 789
of title; (2) consultation with legal and tax or other counsel before signing this Contract as this Contract may have important legal 790
and tax implications; (3) to consult with their own attorney if Water Rights, Mineral Rights or Leased Items are included or excluded791
in the sale; and (4) to consult with legal counsel if there are other matters in this transaction for which legal counsel should be 792
engaged and consulted. Such consultations must be done timely as this Contract has strict time limits, including deadlines, that must 793
be complied with. 794
795
20.TIME OF ESSENCE, DEFAULT AND REMEDIES. Time is of the essence for all dates and deadlines in this Contract. 796
This means that all dates and deadlines are strict and absolute. If any payment due, including Earnest Money, is not paid, honored 797
or tendered when due, or if any obligation is not performed timely as provided in this Contract or waived, the non-defaulting party 798
has the following remedies:799
20.1.If Buyer is in Default:800
20.1.1. Specific Performance. Seller may elect to cancel this Contract and all Earnest Money (whether or not paid 801
by Buyer) will be paid to Seller and retained by Seller. It is agreed that the Earnest Money is not a penalty, and the parties agree the 802
amount is fair and reasonable. Seller may recover such additional damages as may be proper. Alternatively, Seller may elect to treat 803
this Contract as being in full force and effect and Seller has the right to specific performance or damages, or both.804
20.1.2. Liquidated Damages, Applicable. This § 20.1.2. applies unless the box in § 20.1.1. is checked.Seller may 805
cancel this Contract. All Earnest Money (whether or not paid by Buyer) will be paid to Seller and retained by Seller. It is agreed that 806
the Earnest Money amount specified in § 4.1. is LIQUIDATED DAMAGES and not a penalty, which amount the parties agree is 807
fair and reasonable and (except as provided in §§ 10.4. and 21), such amount is SELLER’S ONLY REMEDY for Buyer’s failure to 808
perform the obligations of this Contract. Seller expressly waives the remedies of specific performance and additional damages.809
20.2.If Seller is in Default: 810
20.2.1. Specific Performance, Damages or Both. Buyer may elect to treat this Contract as canceled, in which case 811
all Earnest Money received hereunder will be returned to Buyer and Buyer may recover such damages as may be proper. 812
Alternatively, in addition to the per diem in § 17 (Possession) for failure of Seller to timely deliver possession of the Property after 813
Closing occurs,Buyer may elect to treat this Contract as being in full force and effect and Buyer has the right to specific performance 814
or damages, or both.815
20.2.2. Seller’s Failure to Perform. In the event Seller fails to perform Seller’s obligations under this Contract, to 816
include, but not limited to, failure to timely disclose Association violations known by Seller, failure to perform any replacements or 817
repairs required under this Contract or failure to timely disclose any known adverse material facts, Seller remains liable for any such 818
failures to perform under this Contract after Closing. Buyer’s rights to pursue the Seller for Seller’s failure to perform under this 819
Contract are reserved and survive Closing. 820
119
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21.LEGAL FEES, COST AND EXPENSES. Anything to the contrary herein notwithstanding, in the event of any arbitration 821
or litigation relating to this Contract, prior to or after Closing Date, the arbitrator or court must award to the prevailing party all 822
reasonable costs and expenses, including attorney fees, legal fees and expenses.823
22.MEDIATION.If a dispute arises relating to this Contract (whether prior to or after Closing) and is not resolved, the parties 824
must first proceed, in good faith, to mediation. Mediation is a process in which the parties meet with an impartial person who helps 825
to resolve the dispute informally and confidentially. Mediators cannot impose binding decisions. Before any mediated settlement is 826
binding, the parties to the dispute must agree to the settlement, in writing. The parties will jointly appoint an acceptable mediator 827
and will share equally in the cost of such mediation. The obligation to mediate, unless otherwise agreed, will terminate if the entire 828
dispute is not resolved within thirty days of the date written notice requesting mediation is delivered by one party to the other at that 829
party’s last known address (physical or electronic as provided in § 26). Nothing in this Section prohibits either party from filing a 830
lawsuit and recording a lis pendens affecting the Property, before or after the date of written notice requesting mediation. This 831
Section will not alter any date in this Contract, unless otherwise agreed.832
23.EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder must release the Earnest 833
Money following receipt of written mutual instructions, signed by both Buyer and Seller. In the event of any controversy regarding 834
the Earnest Money, Earnest Money Holder is not required to release the Earnest Money. Earnest Money Holder, in its sole subjective 835
discretion, has several options: (1) wait for any proceeding between Buyer and Seller; (2) interplead all parties and deposit Earnest 836
Money into a court of competent jurisdiction (Earnest Money Holder is entitled to recover court costs and reasonable attorney and 837
legal fees incurred with such action); or (3) provide notice to Buyer and Seller that unless Earnest Money Holder receives a copy of 838
the Summons and Complaint or Claim (between Buyer and Seller) containing the case number of the lawsuit (Lawsuit) within one 839
hundred twenty days of Earnest Money Holder’s notice to the parties, Earnest Money Holder is authorized to return the Earnest 840
Money to Buyer. In the event Earnest Money Holder does receive a copy of the Lawsuit and has not interpled the monies at the time 841
of any Order, Earnest Money Holder must disburse the Earnest Money pursuant to the Order of the Court. The parties reaffirm the 842
obligation of § 22 (Mediation). This Section will survive cancellation or termination of this Contract.843
24.TERMINATION.844
24.1.Right to Terminate. If a party has a right to terminate, as provided in this Contract (Right to Terminate), the 845
termination is effective upon the other party’s receipt of a written notice to terminate (Notice to Terminate), provided such written 846
notice was received on or before the applicable deadline specified in this Contract. If the Notice to Terminate is not received on or 847
before the specified deadline, the party with the Right to Terminate accepts the specified matter, document or condition as satisfactory 848
and waives the Right to Terminate under such provision.849
24.2.Effect of Termination. In the event this Contract is terminated, and all Earnest Money received hereunder is timely 850
returned to Buyer, the parties are relieved of all obligations hereunder, subject to §§ 10.4. and 21.851
25.ENTIRE AGREEMENT, MODIFICATION, SURVIVAL; SUCCESSORS. This Contract, its exhibits and specified 852
addenda, constitute the entire agreement between the parties relating to the subject hereof and any prior agreements pertaining 853
thereto, whether oral or written, have been merged and integrated into this Contract. No subsequent modification of any of the terms 854
of this Contract is valid, binding upon the parties, or enforceable unless made in writing and signed by the parties. Any right or 855
obligation in this Contract that, by its terms, exists or is intended to be performed after termination or Closing survives the same.856
Any successor to a party receives the predecessor’s benefits and obligations of this Contract.857
26.NOTICE, DELIVERY AND CHOICE OF LAW.858
26.1.Physical Delivery and Notice. Any document or notice to Buyer or Seller must be in writing, except as provided in 859
§ 26.2. and is effective when physically received by such party, any individual named in this Contract to receive documents or 860
notices for such party, Broker, or Brokerage Firm of Broker working with such party (except any notice or delivery after Closing861
must be received by the party, not Broker or Brokerage Firm).862
26.2.Electronic Notice. As an alternative to physical delivery, any notice may be delivered in electronic form to Buyer or 863
Seller, any individual named in this Contract to receive documents or notices for such party, Broker or Brokerage Firm of Broker 864
working with such party (except any notice or delivery after Closing, cancellation or Termination must be received by the party, not 865
Broker or Brokerage Firm) at the electronic address of the recipient by facsimile, email or any other electronic platform (i.e. 866
DocuSign, etc.).867
26.3.Electronic Delivery. Electronic Delivery of documents and notice may be delivered by: (1) email at the email address 868
of the recipient, (2) a link or access to a website or server provided the recipient receives the information necessary to access the 869
documents, or (3) facsimile at the facsimile number (Fax No.) of the recipient. 870
26.4.Choice of Law. This Contract and all disputes arising hereunder are governed by and construed in accordance with 871
the laws of the State of Colorado that would be applicable to Colorado residents who sign a contract in Colorado for real property 872
located in Colorado.873
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CBS3-6-21. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 18 of 21
27.NOTICE OF ACCEPTANCE, COUNTERPARTS. This proposal will expire unless accepted in writing, by Buyer and 874
Seller, as evidenced by their signatures below and the offering party receives notice of such acceptance pursuant to § 26 on or before 875
Acceptance Deadline Date and Acceptance Deadline Time. If accepted, this document will become a contract between Seller and 876
Buyer. A copy of this Contract may be executed by each party, separately and when each party has executed a copy thereof, such 877
copies taken together are deemed to be a full and complete contract between the parties.878
28.GOOD FAITH. Buyer and Seller acknowledge that each party has an obligation to act in good faith including, but not limited 879
to, exercising the rights and obligations set forth in the provisions of Financing Conditions and Obligations;Title Insurance, 880
Record Title and Off-Record Title;New ILC, New Survey; and Property Disclosure, Inspection, Indemnity, Insurability and881
Due Diligence.882
ADDITIONAL PROVISIONS AND ATTACHMENTS883
29.ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the Colorado Real Estate 884
Commission.) 885
A. Assignment. Notwithstanding Section 2.2 or anything contained in this Contract to the contrary, Buyer has the right to 886
assign this Contract to a trust, limited liability company or other entity that controls, is controlled by, or under common 887
control with Buyer.888
889
B. Due Diligence. Buyer shall have until Inspection Objection Deadline (the “Due Diligence Period”) to satisfy itself as to 890
any matter it deems relevant or advisable to its completing the purchase contemplated by this Contract including, but not 891
limited to, physical inspections of property including investigation of water rights included with sale of property and review 892
of relevant County building and zoning ordinances, Covenants, Conditions and Restrictions of the condominium regime,893
and regulations, ability to have animals, anything that may affect Buyer`s use and enjoyment of the property, etc. To this 894
end, (a) Seller will cooperate with Buyer in supplying upon request any documentation or information Seller can supply at 895
no additional cost or expense to Seller, and (b) Buyer or its designees shall be permitted access to the property at all 896
reasonable times to conduct such examinations and make such tests as Buyer shall deem appropriate. All such examinations 897
or tests shall be at Buyer`s expense, and following any such test or examination, the property shall be restored to its condition 898
extant immediately prior to those tests or examinations. If prior to 9:00 p.m., MT, on Inspection Objection Deadline, Buyer 899
notifies Seller or Seller’s agent in writing of Buyer’s dissatisfaction with any of the aforementioned “Due Diligence” then 900
Buyer at Buyers option, for any reason whatsoever or no reason at all, at Buyer’s sole and absolute discretion, may terminate 901
this Contract and all things of value received hereunder shall be immediately returned to Buyer. Additionally, if Buyer does 902
not terminate said Contract but advises Seller in writing that it has found the inspection, or some portion of it, unsatisfactory 903
by 9:00 p.m., MT on Inspection Objection Deadline, and Buyer and Seller cannot come to an agreement in mutual resolution 904
thereof by the Inspection Resolution Deadline, then the provisions of Paragraphs 10.2 & 10.3 of the Contract shall apply. 905
If Buyer fails to give any such notice, then this condition to Closing shall be deemed fully satisfied.906
907
C. Exercise of Purchase Option. Buyer and Seller agree and acknowledge that this Contract is being executed in connection 908
with Buyer’s exercise of its right to purchase the Premises from Seller (“Purchase Option”), as more particularly described 909
in that Section 2.05(c) of the Aspen Film Lease. In the event that the Closing does not occur, Buyer’s Purchase Option shall 910
remain in full force and effect.911
912
D. Purchase Price. Pursuant to the Aspen Film Lease, the purchase price for the Property shall be equal to the amount of the 913
outstanding principal balance of the Tenant’s Base Rent Allocation (as defined in the Aspen Film Lease). Notwithstanding 914
anything to the contrary contained in the Aspen Film Lease, the Purchase Price as of the Closing Date of October 14, 2022915
shall be an amount equal to Tenant’s Base Rent Allocation as of such date - $2,082,000; plus the net amount due by Buyer 916
to Seller under the Aspen Film Lease - $48,221.11; or $2,130,221.11. The Purchase Price shall be adjusted accordingly 917
based on any changes to the Closing Date.918
919
E. Buyer Financing. Seller agrees to use commercially reasonable efforts, at Buyer’s sole cost and expense and upon 920
reasonable advance request from Buyer, to cooperate with Buyer in connecting with its financing of the Purchase Price.921
922
F. Additional Seller Closing Deliveries: At Closing, Seller shall deliver or cause to be delivered to the Closing Company the 923
following for recording:924
925
a.Amendment to Restrictive Covenants; Naming Rights. An amendment to that certain Occupancy and Use Deed 926
Restriction, Agreement, and Covenant recorded on February 16, 2007 at Reception No. 534579 whereby Seller 927
121
CBS3-6-21. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 19 of 21
acknowledges and agrees that Section 7 thereof is null and void with respect to the Property, provided that nothing 928
shall affect Section 2 of such document regarding changes to the name of the building.929
930
b.Termination of Assignment; Proxy Votes. An agreement terminating that certain Assignment of Declarant Rights 931
and Irrevocable Proxy Coupled with an Interest in Voting Rights recorded on February 16, 2007 at Reception No. 932
534580; including, without limitation, a termination of Seller’s rights under Section 3 thereof, whereby Seller was 933
appointed attorney-in-fact and proxy with full power of substitution to vote all of the votes in the Isis Theater 934
Condominium Association, Inc. (the “Association”).935
936
c.RETT Exemption Application. A duly executed and authorized RETT Exemption Application approving the 937
application of Buyer to be exempt from the payment of the 0.5% Wheeler Real Estate Transfer Tax (WRETT) and 938
the 1.0% Housing Real Estate Transfer Tax (HRETT).939
940
G. Title Matters. Seller agrees to cooperate with Buyer and the Title Company in removing any matters of record which have 941
terminated, expired, or are otherwise no longer applicable to the Property (or to acknowledge the same in an affidavit 942
recordable in real property records of Pitkin County, Colorado); including, without limitation, the following:943
944
a.Affidavit Concerning Purchase Options recorded on February 16, 2007 at Reception No. 534582;945
b.Memorandum of Subleases recorded on February 16, 2007 at Reception No. 534585;946
c.Corrected Sublease recorded June 20, 2008 as Reception No. 550453;947
d.Corrected Purchase Option recorded on June 20, 2008 at Reception No. 550454;948
e.Corrected Purchase Option recorded on June 20, 2008 at Reception No. 550455;949
f.Site Lease Agreement recorded on October 23, 2020 at Reception No. 669797; and950
g.Lease Purchase Agreement recorded on October 23, 2020 at Reception No. 669798.951
952
H. Resignation of Directors & Officers. Seller shall cause all directors and officers of the Association under Seller’s control 953
to resign from their respective positions, effective as of the Closing Date, in accordance with the Articles of Incorporation 954
of the Association, the Condominium Declaration for the Isis Theater Condominiums recorded on December 9, 1999 at 955
Reception No. 438433, the Bylaws of the Association, and any rules and regulations of the Association.956
957
I.Authority of Buyer. This Contract is signed by the Executive Director of Seller; provided, however, the Contract and the 958
transactions contemplated hereunder are subject to approval by the board of directors of Buyer. Buyer shall seek approval 959
of its board of directors as soon as reasonably practicable following execution and delivery of this Agreement. Seller shall 960
deliver to Buyer evidence of such approvals promptly upon receipt.961
962
J.Aspen Film Lease Termination. Buyer and Seller agree that the Aspen Film Lease shall be terminated as of Closing. Any 963
amounts due by Buyer to Seller are included in the Purchase Price as set forth in Section 29.D above. Seller agrees to deliver 964
to Buyer at Closing capital reserve funds held by it under the Aspen Film Lease in the amount of $92,431.75.965
966
K. Section 10.6.1.4. Buyer and Seller agree that Seller shall only be required to provide documents and information set forth 967
in Section 10.6.1.4 that is in its possession.968
969
L. Title Company. Buyer and Seller agree that the Title Company shall be Rose Title Inc. (Aspen, CO).970
30.OTHER DOCUMENTS.971
30.1.Documents Part of Contract. The following documents are a part of this Contract:None.972
973
30.2.Documents Not Part of Contract. The following documents have been provided but are not a part of this Contract:974
None.975
976
977
978
979
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CBS3-6-21. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 20 of 21
SIGNATURES980
981
Buyer’s Name:Independent Films, Inc.,
a Colorado nonprofit corporation
Buyer’s Name:
By:
Buyer’s Signature
Print Name:_____________________________
Date Buyer’s Signature Date
Address: Address:
Phone No.:Phone No.:
Fax No.: Fax No.:
Email Address:Email Address:
[NOTE: If this offer is being countered or rejected, do not sign this document.]982
Seller’s Name:City of Aspen, a home-rule city and political
subdivision of the State of Colorado
Seller’s Name:
By:
Seller’s Signature
Print Name:___________________________
Date Seller’s Signature Date
Address: Address:
Phone No.:Phone No.:
Fax No.: Fax No.:
Email Address:Email Address:
983
END OF CONTRACT TO BUY AND SELL REAL ESTATE984
BROKER’S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE.
A. Broker Working With Buyer
Broker Does Does Not acknowledge receipt of Earnest Money deposit. Broker agrees that if Brokerage Firm is the Earnest
Money Holder and, except as provided in § 23, if the Earnest Money has not already been returned following receipt of a Notice to
Terminate or other written notice of termination, Earnest Money Holder will release the Earnest Money as directed by the written
mutual instructions. Such release of Earnest Money will be made within five days of Earnest Money Holder’s receipt of the executed
written mutual instructions, provided the Earnest Money check has cleared.
Broker is working with Buyer as a Buyer’s Agent Transaction-Broker in this transaction.
Customer.Broker has no brokerage relationship with Buyer. See § B for Broker’s brokerage relationship with Seller.
Brokerage Firm’s compensation or commission is to be paid by Listing Brokerage Firm Buyer Other .
This Broker’s Acknowledgements and Compensation Disclosure is for disclosure purposes only and does NOT create any claim for
compensation. Any compensation agreement between the brokerage firms must be entered into separately and apart from this
provision.
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CBS3-6-21. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 21 of 21
Brokerage Firm’s Name:
Brokerage Firm’s License #:
Broker’s Name:
Broker’s License #:
Broker’s Signature Date
Address:
Phone No.:
Fax No.:
Email Address:
B.Broker Working with Seller
Broker Does Does Not acknowledge receipt of Earnest Money deposit. Broker agrees that if Brokerage Firm is the Earnest
Money Holder and, except as provided in § 23, if the Earnest Money has not already been returned following receipt of a Notice to
Terminate or other written notice of termination, Earnest Money Holder will release the Earnest Money as directed by the written
mutual instructions. Such release of Earnest Money will be made within five days of Earnest Money Holder’s receipt of the executed
written mutual instructions, provided the Earnest Money check has cleared.
Broker is working with Seller as a Seller’s Agent Transaction-Broker in this transaction.
Customer. Broker has no brokerage relationship with Seller. See § A for Broker’s brokerage relationship with Buyer.
Brokerage Firm’s compensation or commission is to be paid by Seller Buyer Other .
This Broker’s Acknowledgements and Compensation Disclosure is for disclosure purposes only and does NOT create any claim for
compensation. Any compensation agreement between the brokerage firms must be entered into separately and apart from this
provision.
Brokerage Firm’s Name:
Brokerage Firm’s License #:
Broker’s Name:
Broker’s License #:
Broker’s Signature Date
Address:
Phone No.:
Fax No.:
Email Address:
985
124
1
AFTER RECORDATION PLEASE RETURN TO:
______________________________________________________________________________
RELEASE OF LEASED PROPERTY AND TERMINATION OF
SITE LEASE AGREEMENT AND LEASE PURCHASE AGREEMENT
This Release of Leased Property and Termination of Site Lease Agreement and Lease
Purchase Agreement (this “Release and Termination”) is made and entered into this 14th day of
October, 2022, by the City of Aspen, Colorado (the “City”) and Zions Bancorporation, National
Association, as trustee (“Trustee”).
WHEREAS, City has previously entered into a Site Lease Agreement, dated as of October
23, 2020 (the “Site Lease”) with Trustee pursuant to which the City leased to the Trustee the
Leased Property as defined in the Site Lease and described in Exhibit A attached hereto and by
this reference made a part hereof; and
WHEREAS, simultaneously with the execution of the Site Lease, the City and the Trustee
entered into a Lease Purchase Agreement, dated as of October 23, 2020 (the “Lease”), pursuant to
which the City leased the Leased Property from the Trustee; and
WHEREAS, in connection with the leasing of the Leased Property, the Trustee
executed an Indenture of Trust, dated as of October 23, 2020 (the “Indenture”) with the Trustee,
pursuant to which there were executed and delivered certain “Taxable Refunding and
Improvement Certificates of Participation, Series 2020” (the “Certificates”) evidencing
assignments of proportionate interests in rights to receive certain revenues under the Lease; and
WHEREAS, on the date hereof, the City is exercising its purchase option under the Lease
and redeeming all the outstanding Certificates (the “Redemption”); and
WHEREAS, the Cityhas notified the Trustee of its intention to exercise its purchase option
under the Lease with respect to the Leased Property and on the date hereof has paid the applicable
Purchase Option Price (as defined in the Lease), which is equal to the amount necessary to
effectuate the Redemption; and
WHEREAS, in accordance with Article XII of the Lease and pursuant to the provisions of
this Release and Termination, (a) the City and the Trustee are releasing the Leased Property from
the lien and encumbrance of the Site Lease and the Lease and (b) the Site Lease, the Lease and the
Indenture are being terminated, discharged and satisfied.
NOW, THEREFORE, for and in consideration of the payment of the Purchase Option Price
by the City, and other good and valuable consideration the receipt and sufficiency of which is
hereby acknowledged:
125
2
1.The City and the Trustee hereby absolutely and fully release the Leased Property
from the lien and encumbrance of:
(a)The Site Lease between the City and the Trustee, dated as of October 23,
2020, and recorded at Reception No. 669797 (Pitkin County).
(b)The Lease Purchase Agreement between the City and the Trustee, dated as
of October 23, 2020, and recorded at Reception No. 669798 (Pitkin
County).
2.The Site Lease is hereby terminated, released and discharged.
3.The Lease is hereby terminated, released and discharged.
4.The Indenture is terminated and discharged.
IN WITNESS WHEREOF, the City and the Trustee have executed this Release and
Termination as of the date set forth above.
CITY OF ASPEN, COLORADO
By:
City Manager
ZIONS BANCORPORATION, NATIONAL
ASSOCIATION, as Trustee
By:
Authorized Officer
126
STATE OF COLORADO )
)ss.
PITKIN COUNTY )
The foregoing instrument was acknowledged before me this ____ day of October, 2022,
by Sara Ott, as the City Manager of the City of Aspen, Colorado, a municipal corporation of the
State of Colorado.
WITNESS my hand and official seal.
(SEAL)____________________________________
Notary Public
127
STATE OF COLORADO )
)ss.
CITY AND COUNTY OF DENVER )
The foregoing instrument was acknowledged before me this _____ day of October, 2022
by ___________, as an authorized officer of Zions Bancorporation, National Association, as
Trustee.
WITNESS my hand and official seal.
(SEAL)____________________________________
Notary Public
128
EXHIBIT A
The Leased Property consists of the real property and the buildings and improvements
located thereon as set forth below:
Commercial Unit A, ISIS THEATER CONDOMINIUMS, according to the
Condominium Map thereof recorded December 9, 1999 in Plat Book 52 at Page 1 as
Reception No. 438434 and the First Amended Condominium Map recorded September
29, 2011 in Book 98 at Page 34 as Reception No. 583124 and the Second Amended
Condominium Map recorded September 11, 2014 in Plat Book 108 at Page 6 as
Reception No. 613396 and as defined and described by the Condominium Declaration for
Isis Theater Condominiums recorded December 9, 1999 as Reception No. 438433 and
First Amendment to the Condominium Declaration recorded September 29, 2011 as
Reception No. 583123.
406 E. Hopkins Avenue, Unit A, Aspen, CO 81611
129
1
After recording return to:
Rose Title Inc.
420 E. Main Street, Suite 210A
Aspen, CO 81611
(970) 300-6677
______________________________________________________________________________
FIRST AMENDMENT TO OCCUPANCY AND USE
DEED RESTRICTION, AGREEMENT, AND COVENANT
This FIRST AMENDMENT TO OCCUPANCY AND USE DEED RESTRICTION,
AGREEMENT, AND COVENANT (this, “Amendment”) is made and entered into effective as of
October ___, 2022 (the “Effective Date”) by the City of Aspen, Colorado (the “City”) and
Independent Films, Inc., a Colorado non-profit corporation d/b/a Aspen Film (“Aspen Film”).
WHEREAS, the City, as seller, and Aspen Film, as buyer, are parties to that certain
Purchase Contract dated September ___, 2022 pertaining to the purchase of the real property
commonly known as 406 E. Hopkins Avenue, Unit A, Aspen, CO 81611 (the “Property”) by
Aspen Film (the “Purchase Contract”), as more particularly described on Exhibit A.
WHEREAS, the Property is subject to certain restrictive covenants pursuant to that certain
Occupancy and Use Deed Restriction, Agreement, and Covenant dated February 16, 2007 and
recorded at Reception No. 534579 in the real property records of Pitkin County, Colorado (the
“Restrictive Covenants Agreement”).
WHEREAS, pursuant to the Purchase Contract, the City has agreed to release the Property
(which is referred to in the Restrictive Covenants Agreement as “Commercial Unit 2”) from
Section 7 of the Restrictive Covenants Agreement regarding restrictions on the granting of certain
naming rights.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby
agree as follows:
1.Amendment to Section 7. Section 7 of the Restrictive Covenants Agreement is
hereby amended to delete each reference to “Commercial Unit 2” and such Section shall apply
only to Commercial Unit 3 from and after the Effective Date.
2.Effect. Except as amended hereby, the Restrictive Covenants Agreement shall
remain unchanged and in full force and effect.
3.Other Terms. If there is any conflict between the terms and provisions of this
Amendment and the terms and provisions of the Restrictive Covenants Agreement, the terms and
provisions of this Amendment shall govern.
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4.Successors. The provisions and covenants contained herein shall inure to and be
binding upon the heirs, successors, and assigns of the parties.
5.Counterparts. This Amendment may be executed in multiple counterparts, each of
which shall be deemed an original and all of which when taken together, shall constitute a whole.
[SIGNATURE PAGE TO FOLLOW]
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date set
forth above.
CITY OF ASPEN, COLORADO
a municipal corporation
of the State of Colorado
By:
Sara Ott, City Manager
INDEPENDENT FILMS, INC.,
a Colorado nonprofit corporation
d/b/a Aspen Film
By:
Susan Wrubel, Executive + Artistic
Director
STATE OF COLORADO )
)ss.
PITKIN COUNTY )
The foregoing instrument was acknowledged before me this ____ day of October, 2022,
by Sara Ott, as the City Manager of the City of Aspen, Colorado, a municipal corporation of the
State of Colorado.
WITNESS my hand and official seal.
(SEAL)____________________________________
Notary Public
STATE OF COLORADO )
)ss.
PITKIN COUNTY )
The foregoing instrument was acknowledged before me this ____ day of October, 2022,
by Susan Wrubel, as the Executive + Artistic Director of Independent Films, Inc., a Colorado
nonprofit corporation, d/b/a Aspen Film.
WITNESS my hand and official seal.
(SEAL)____________________________________
Notary Public
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EXHIBIT A
THE PROPERTY
Commercial Unit A, ISIS THEATER CONDOMINIUMS, according to the Condominium Map
thereof recorded December 9, 1999 in Plat Book 52 at Page 1 as Reception No. 438434 and the
First Amended Condominium Map recorded September 29, 2011 in Book 98 at Page 34 as
Reception No. 583124 and the Second AmendedCondominium Map recorded September 11, 2014
in Plat Book 108 at Page 6 as Reception No. 613396 and as defined and described by the
Condominium Declaration for Isis Theater Condominiums recorded December 9, 1999 as
Reception No. 438433 and First Amendment to the Condominium Declaration recorded
September 29, 2011 as Reception No. 583123.
Commonly known as: 406 E. Hopkins Avenue, Unit A, Aspen, CO 81611.
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