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Home My WebLink Aboutbocc.con.027.1982 `,;;��, . ;.t;=' '� .,+K� ;�.1 . "'",��'�t , � � � .. ,.�.i: .�a. ..�� .e..... .�_. _ ... ...... _,�_..:.t.s�.ki'i aJ7}'1i-.-�-sfii�L..fr,�'.,a. .`�w:i�X.��t_. .t:..J�.�n� . �� t"' . P=�'A:�_". . i.�r�',s;'; :� - � r;�>��; TETTER OF AGREEMENT 4_3 CA 27(82) i , i' � This LETTER OF AGREEMENT shall constitute a contractural ; 4�;� arrangement by and between THE SNOWMASS COMPANY, LTD., hereafter �� called "SCL", and THG COUNTY 0[' PITKIN, d/b/a TKE PITKIN COUNTY T;= FAIR COMMITTEE, hereafter called the "COMMITTEE". For ten dollars ! ($]0.00) and other good and valuable consideration, The Snowmass i y� Company, Ltd, hereby agrees to lease certain real property, as �,. .� outlined in Exhibit A attached hereto, under the conditions and ;�'.f. �y terms as set-forth hereinbelow to the County of Pitkin. This 3� letter of agreement shall supersede all previous understandings �,� and agreements, whether verbal or written. �.�' �x f g� 1. TERM - The term of this agreement shall commence on i �'� August 11th and shall expire on August 18, 7982. G�� i� a. Option to Renew: This letter of agreement ;� shall be renewed each year £or a period o£ 7 days during the month �j of August for the years 1983, 1984, 1985 and 1986, provide� the f Committee is not in default of any of the terms and conditions � contained herein, provided the necessary goverrtmental approvals iw are obtained prior to the production o£ the county fair and ; 3� provided SCL does not intend to use the property for any purposes � 1:� it may deem desirable in its sole and absolute discretion. In the � �.� event SCL intends to use the property and not allow the Coinmittee to renew this agreement, SCL shall notify the Committee in writing � '�+ on or before December ist of each year. The Committee shall �' "' notify SCL on or before March tst of each year as to the dates of ��T the fair to be held in August. s;� 2. RENTAL - The rental Eee for use of said Qremises ;�� shall be one dollar ($1.Q0). • �! �� 3. UTILITTES - The Snowmass Company, Ltd, shall not I t,' ,;� provide any utilities, i.e., water, sewer, electrical, etc. for � any of the specific functions carried on by the Pitkin County •�-�-� Fair. All such on-site utility requirements shall be provided at ;j the sole and exclusive expense of the Pitkin County Fair. Any '� '; required utilities to be brought to or on the premises shall first �;� be approved by The Snowmass Company, Ltd. i itt 4. USE OF PREMISES - The use of the premises shall be �`t for the purpose of conducting and carrying on the Annual Pitkin �� County Fair. The Committee shall not use nor permit the demised I pzemises to be used for any other purpose without first obtaining z SCL's written consent. This permission does not constitute a * representation by SCL that such use by the Committee is lawPul k'� under applicable 2oning, 2icensing or other laws and regulations. � ' ?�� Nothing contained in this agreement, by exgress statement or by implication, shall be deemed to grant to the Committee the exclusive right to conduct or carry on the type of business and activity referred to hereinabove. 5, MAINTENANCF. OF PREMZSES - The Committee covenants and agrees that: (a) the site and premises, and everY oart thereof, shall be kept by the Committee in a neat, orderly, clean and wholesome condition; (b) any sign placed by the Committee, which may be permitted hereunder, shall be kept by the �ommittee, safe, seeure and in good condition and repair and shall conform to the requirements of all governmental authorities having jurisdiction; (c) it shall cause any refuse deposited on the site and premises adjacent to the site to be picked up (but not swept in the ditches) from time to time each day so as to keep such site(s) and premises in a neat and clean condition; (d) to the extent that additional fixtures and equipment will be installed unless prior written approval is secure8 from SCL; (e) the ' Committee shall take no action which would jeopardize title of SCL or of the holder of any other reversionary interest to the demised premises or place SCL or the holder of any other such reversionary interest in default under the provisions of any note, deed of trust or mortgage secured by the demised premises, or jeopardize the value of the demised premises. r ;�"'.%wo.y � _:a-� t•';,i :;; . .._'.�'3'.. � <.;,`�,�A;^,7' . �� r=.t �� ,y .STA�,��r4 ��:.i..��::.�'�?Yt i-�i .,. .r:. Z ti� 35��fi,y�,9,�MT�x�}F��r(T�ry.,E. �l'L•L�x�'� -.��:�'�7R,r � :feYrr.;aic. 1 r.v:.�.i�t.�E�:u,b:1.�,FF�,..'��,.�..��''.7..i k...•�1.c".� s�a.,.....�`...::..h�i.id�.;$lt �:��,.,,5.��.�!��i��Lt i� i-t �4y h;fy i': k..?,:-,;. c•,` . �,:. . �1 J ETTER OF AGRF.EMENT t-1 �� (continued) ��:� ��' SCL shall have the right to establish and make, and from ;::� time to time to change, alter and amend, and to enforce against �_,, the Committee and all persons upon the premises such reasonable �= rules and regulations concerning the use o£ the premises as SCL � may deem necessary or advisable. The Committee agrees to conform � - �h; to and abide by such rules and regulations. SCL's current rules j': and regulations applicable to the premises have heretofore been f' ;' �;� delivered to and read by Lessee. Any change, alteration or ;� amendments of such rules and regulations shall be effective upon �".� written notice thereo£ to Lessee. �..:1 , ir� 6. INITIAL RULES OF OPERATTON - The initial rules for � f the operation of the demised premises are as follows: i rr� (a) The loading and unloading of qoods shall be �;ydone only at such times, in such areas, and through such �� entrances, as may be desianated £or such purpose by SCL. t E;fi� i ,� {b) The delivery or shipping of inerchandise, �_, supplies and fixtures to and From the demised premises shall be y �H subject to such rules and requlations as in the judqement of SCL :'� are necessary for the proper operation of the £air and other �'�'� activities on or adjacent to the property. �`. 'k:� , ''�� (c) Refuse and garbage shall be removed daily from �� t`-j the demised premises at such times and intervals, through such j ; �N exits thereof and over such routes o£ egress therefrom as SCL may � 'I designate. No refuse or garbage will be stored anywhere. SCL � ` ' � may, at its option, contract with a third party or parties for the ' � purpose of removing all refuse and garbage from the premises if � , �'`• 3 �:;� not done by the Committee. In such event, the Committee shall i '�'i permit such third party to remove such refuse and shall reimburse �•- � SCL for such removal. : �:� (d) No radio or television or similar aerial or �� antenna shall be erected without first obtaining the written consent of SCL. Any aerial or antenna so i�stalled without such `� written consent may be removed and disposed of by SCL at the sole � r$ cost and expense of the Committee, �`; �. �� (e) The Committee shall not burn any trash or � � ' garbage of any kind in or about the premises, or within five (5) � miles of the exterior boundary of the pramises. ; x � (f) All transportation vehicles, whether private, � public, etc., shall park in such areas as SCL and othez ? governmental bodies may designate for parking. In the event of � conflict, the designation by the Town of Snowmass Village shall prevail. 7. SCL's RIGHT TO ENTER YREMISES - The Committee �; agrees to permit SCL and its authorized representatives to enter � the premises at all times during usual business hours for the purpose of inspecting the same or exhibiting the same to prospective tenants or prospective or existing purchasers or lenders. The Committee further covenants and agrees that SCL may go upon the demised premises and mak.e any necessary repairs to the � demised premises and perEorm any work therein which may be � necessary to comply with any laws, ordinances, rules or requlations of any public authority or of the Aoard of Fire Underwriters or of any similar body or that SCL may deem necessary to prevent waste or deterioration in connection with the demised premises i� the Committee does not make or cause such repairs or � work to be made oc performed promptly aEter receipt of written demand Erom SCL. Nothing herein contained shall imply any duty on the part of SCL to do any such work which under any provision o� � - 2 - + ' � • � i � ��u; � `Ih,T` _. .�' .,�. .y,�W i, . .. . _ . . \ ��'t�}"4 .�r, r. ^ ",,,�.�':,..+ .r^ F4 �� ....� . ,�� .�ia...dv�±R.�A�r.itsd.�w+v�l..{N�t:_.�:ksn..+.+c......,.�� _�.uiw..�s ._2...st• .�..:�'...4� . �5±..�"�t"._..a�v�::'+x�'�:sf.��.. :..,'.�3C'...�::'j1�'�p'�} >.� ��'ir 4'•�� • �t��Yr` kAMfy�:;,;`,; , �t.,..,,.. �. !:•..:,,. .. s� LETTER OF AGREEMENT � (continued) �1 �� this lease the Committee may be required to do, and SCL's doing x� such work shall not constitute a waiver of the Committee's default �! in failing to do the same. No exercise by SCL of any rights `� herein reserved shall entitle the Committee to any damage Eor arty {j injury or inconvenience occasioned. �� , �` E� ' ,� 8. QUALITY AND NAME OF OPERATION - The Committee ' �. agrees that it will operate and conduct within the demised �':;:� � premises, in an efficient and business-like manner, a first-class l.t:' '� operation of the type it is required to operate and conduct under �' the provisions of Article 6 hereof. Such operation shall be � i'� f� conducted under the name The Pitkin County Fair. f (� 9. NO SALCS OUTSIDE PREMISES - The Committee shall not � � display nor sell merchandise or services, by vending machines or +r otherwise, outside the defined site area of the premises without �i first having obtained SCL's written approval. � �� 10. SCL's APPROVAL OF SIGNS - The Co�rsmittee shall � obtain approval from SCL for all signs to be placed in the ;� perimeter of the premises for direction, advertising, etc. , and ; all other signs placed off the premises. This requirement will �. not be enforced with regards to other signs used for the operation '_' ;� of the fair - i.e., booth signs, interior direction and parking `� � �;� signs, etc.; all other signs shall be approved by SCL. Y� � : 4� 11. THE COMMITTEE's MAINTENANCE AND REMOVAL OF SIGNS - �� y The Committee shall, at its own expense, maintain and keep in good �. repair all signs and advertising devices which it is permitted or � `'• required to maintain under this agreement. The Committee shall, . C� at the expiration of this agreement at its own expense, remove all ' ;i such signs and advertisinq devices and repair any damage caused by 1 � such removal. The Committee shall remove all signs from the �'�� premises within seven (7) days after the expiration of this , agreement. '� � 12. INDEMNIFICATION OF SCL - The Committee agrees to indemnify SCL and Arlyce McLain d b a Snowmass Stables, its agents, directors, oEficers and employees aqainst and save SCL and �; such additional indemnities harmless from any and all dem�nds, � claims, causes or action or judgements, and any and all expenses � (incuding, without limitation, attorneys' fees and reasonable � . costs of settlement) incurred in investigating, resisting or �' settling the same, for injury to person, loss of life or damage to ( property occurring during the term of this agreement or any I • extension thereof and (a) occuring on the demised premises and � arising out of the Committee's use and occupancy thereof, (b) occurting outside the demised premises if caused by the act, omission or ne9lect of the Committee, its subtenants, licr.nsees, or concessionaires, or the employees, directors, partners, officers, agents or contractors of any thereo£. 13. LIABILITY INSURANCE - The Committee shall, at its own expense, maintain bodily in7ury liability insurance against such claims for personal injury or death for a combined single limit of not less than $500,000 for each person and each accident and property damage' liability insurance against such claims for property damage for a limit of not less than 550,000 each accident, and shall name SCL as an additional insured with respect to each such policy. Such insurance shall provide for , cross-liability between insureds. Should SCL's insurance advisor at any time or from time to time during the term hereof or any renewal thereof deem said limits, or any of them, to be ' inadequate, then the Committee shall, immediately upon receipt of written request therefor from SCL or such advisor, increase such limit or limits to the amount or amounts designated in such request. j� �, - 3 - �- _ �� i '.::�a.:.:::.M, ;;��:: ' �:�; ,,�< v.;,. , , :;_.. .. .. , , ,,.«� .. � . �-- u , . r,,�.:� . � � f , ` . . . c x, �iYy} u � -5, t��-F'c, ,cr.� �. j' .:' y � :ra.....c.°wM` .�oal•.:�..'..��:;_ayS�wwq._:a.a.��ati...L_..i_.�:�._i`L�.....iv_.'4rti.,�a.Sa:��s�-.� ��iv}:...Kiv�.�L�.:...i.�..q2.Sw7��r� Jtu � C �� k c.rtii.• . '� ' �{'�=,r: . ... :� .F. :i LETTER OF AGREEMENT � ; S (continued) k� 14. SCL AS NAMED BENEFICIARY - All policies of �( insurance required by this Article to be carried and maintained by �� the Committee shall be issued in the name of the Committee, SCL � and, at SCL's option, in the name of the holder o� any ; y; reversionary interest in and to the demised premises or any �.;, . � . mort9agee thereof, or all of them. Such policies shall be for the �. ;� mutual and joint benefit and protection of the parties. Such ,- ,'� � policies of insurance or copies thereof shall be delivered to 6CL, ;, and es often as any such policy or policies shall expire or � terminate, renewal or additional policies shall be procured and maintained by the Committee in like manner and to like extent. � All such policies shall contain a clause or endocsement to the � effect that they may not be terminated or materially amended � except after ten days' written notice thereof to SCL. IP the , �' Committee fails to ovtain or maintain in effect any insurance � which the Committee is required to carry hereunder, the Committee hereby authorizes SCL, if SCL so elects, to obtain such insurance � for and in the name of the Committee and SCL. Bills for the � premiums therefor shall be payable by the Committee up�n demand. �� 15. REMOVAL OF FIXTURES AT TERMINATTON OF LEASE - The Committee shall, not later than five (5) days after the date of � expiration o£ this agreement, remove from the site and premises ' _;��, all of the Committee's trade fixtures and improvements if the i Committee fails to remove the same or any thereof within such five � �� (5) day period, SCL may, at SCL's option, retain all or any of , �`a said trade fixtures and improvements not so removed, and title thereto shall thereupon vest in SCL, or SCL may remave from the :iC demised pzemises, and dispose of in any manner, alI or any of said t !�� trade fixtures and improvements in which latter event the ` �;; Committee shall, upon demand, pay to SCL any and all expenses of r !? such removal and disposition (including, without limitation, ;:�� damages to the demised premises attributable to such removal) . y Except as otherwise expressly provided herein, the Committee shall � not remove any or all of the Committee's trade fixtures from the `i � premises without the prior consent of SCL. 16. RESTORATION OF PREMISES - The Committee, at its � expense, shall immediately repair any damage to the premises, ' site, and adjacent premises from any and all actions resultant � �' from the Committee's use of said site and restore the premises to � �' their original condition prior to use of said site. It is agreed to and understood by all parties that this restoration re4uirement � will not be enforced with regards to surface qrowing plants, ;: ` Q weeds, 9rass, etc. , nor any other surface area of the premises, `� i.e., water, etc. This shall apply only to improvements upon or �_ in the property. � 17. CONDITIONS PRECEDENT TO COMMITTEE's ALTERATIONS - The Committee shall not make or permit to be made any alterations, additions or changes to the premises without the prior written consent of SCL, the holdex of any reversionary interest in and to the demised premises, and the holder of any deed of trust iE the demised premises shaZl be subject to a deed of trust requiring the prior written consent of the holder of such deed oE trust, and any other approvals which SCL may require to be obtained by the Committee including but not limited to all governmental bodies having jurisdiction. All work with respect to any permitted alterations, additions and changes shall be done at the Committee's sole expense in a good and workmanlike manner, strictly in accordance with the plans and speciEications approved by SCL, except as modified by any changes thereof approved in . writing by SCL, and shall be diligently prosecuted to completion to the end, and the business of SCL's other tenants shall not be adversely affected by such work. The Committee shall obtain all " necessary building or other permits required by governmental - 4 - � , �- ,:�, r,'`�,�,. � _.,�.. µ�, , ��. . .�..� . .. . .. . _., .. , .. _ 't* "1w" �'""t . +,c ' .. :'.��'?��tseai��j � ��j 'kTLF i ��r','?. 5r�3J.`7v�1 j��i !'-`. �'o-� ,�rl�y� t l4. L }� 41-�f"t,i'�r,Lt`��'�'�T�r «Si44G Ci��4�WItYI-.�..��«��.:,#!...�a�'.�iww'��iJ7�`��isu�f�.t�...:��3i�i_.�r.'L4�.JMM1��t' �,,. �„(4;� . . Mt1^•:•�'. .. ��!JA .. .. F' A.4 , . i� LETTER OF AGREEMENT �,� � (continued) ; (�� t•3t authorities prior to beginning such work at the Committee's !�l expense. Except as otherwise expressly provided in this - �j agreement, SCL may require that the Committee remove all or any l �� part of such alterations, additions or changes at the expiration ;� or earlier termination of this agreement notwithstanding that they �'��'�. ��; may have become an integral part of the premises. If SCL does so %: �� , require, the Committee shall repair all damaqes resulting from �;� such removal. Should the Committee fail to remove such �°'� alterations, additions or chanqes or fail to repair damages ,� resulting from such removal, SCL may remove the same or make such repairs for the Committee's account, and the Committee shall pay t to SCL on demand, an amount equal to SCL's costs incurred in such ` removal or repair. SCL may also require that upon the expiration ! � or earlier termination of this agreement, all or any part of such alterations, additions or changes shall be considered as �. �� improvements and shall not be removable hy the Committee, but �j shall become a part of the demised premises, and in such event, �_� the Committee shall not have the right to remove the same. Any ' �� such alterations, additions or changes shall be made strictly in j � accordance with all the laws and ordinances relating thereto. � �;�� 18. INDRMNIFICATION OF SCL - The Committee agrees that � � ;.� it will pay or cause to be paid all costs for work done by it or ' ' caused to be done b it on the demised y premises of a character � �� which will or may result in liens on the improved real property of i ti� which the demised premises constitute a part, and the Committee will keep the premises and the building of which the premises is a '� '� part free and clear of all mechanic's liens and other liens on � r �� account of work done for the Committee or persons claiming under I it. The Committee agrees to and shall indemnify and save SCL free � �"1 and harmless against liability, loss, damage, costs or expenses, � including attorneys' fees, on account of claims and claims oE lien '�� of laborers or materialmen or others for work performed for, or E �: e�'� materials or supplies furnished to, the Committee or persons {,�. t4 ;� claiming under it. � i �: 19. SCL's RIGHT TO RELEASE LIENS - If the Committee I ` shall be in default in paying any charge for which a mechanic's lien claim or suit to foreclose the lien has been recordec� or �r filed, and shall not have given SCL security as aforesaid, SCL may �: (but without being required to do so) pay such amount as may be i reasonably necessary to discharge or ohtain the release of said f : lien or claim and any costs, and the amount so paid, tovether with � _ � reasonable attorneys' fees incurred in connection therewith shall � � be paid to SCL by the Committee upon demand therefor. � _ � 20. NOTIEICATION OF SCL - Should any claims of lien be i filed and/or recorded against the demised premises or the improved real property of which the demised premises is a part or �ny � action affecting the title thereto be commenced, the Committee shall give SCL written notice thereof as soon as it has knowledge thereof. 21. SCL's RIGHT OF ENTRY - SCL and its agents shall 6e entitled, at all times, to enter onto and upon the premises and shall have all such rights as may enable it promptly, efficiently and economically to carry on any work or repair, reconstruction or restoration as to which it deems necessary or desirable. 22. ADDITIONAL REMEDIES '- The remedies given to SCL in this Article shall be in addition and supplemental to all other rights or remedies which SCL may have under the laws then in ' force. - 5 _ � re�s.a. � �::,,`',,'`�: � . k:s ; ' �� . � :•,k �X , r��{�y�l.. � Y. . ..:.a.,�'. .� ",�?.�:i�irsnad�sa t'�'�.�4:.�+a v>�i�.�i�:��,�� :a+2�s'z" ��'�_, '�� ' �`�T •. • ti'��t=�£' ''..� "F?"�=yi`:+•;�'. �...� • . . - l::.ia�Y... :r �>" LETTER OF AGREEMENT � �=� (continued) �' �� I �� 23. ATTORNEYS' FEES - Reasonable attorneys' fees and � other expenses incurred by SCL in enforcing any provision of this agreement, or in any action or proceedings, by reason of a default � by the Committee or by anyone holding under the Committee in � complying with any requirement of this agreement, or incurred by -• � SCL by reason of any action to which SCL shall be made a party `.� �; -� because of this agreement shall be paid by the Committee. � ��, 24. The Committee agrees to conform to and abide by all governmental rules, regulations, ordinances, etc. with respect to ;y carrying-on the fair. It is also agreed to and recognized by the ; Committee that SCL has obtained temporary zoning approval by the Town of Snowmass Village for the term of this agreement only. �' There a're no rights of renewal or extensions thereof. ' aa �� 25. The Committee agrees and understands that SCL may �` �� have other uses or priorities for this property described on ' Exhibit A, and to that end, SCL may terminate this agreement by � notifyin9 in writing the Committee on or before December tst of each year for the succeeding seven (7) day period in August. In ` the event this agreement is termi�ated, the Committee waives all � .� rights to use the property, waives all rights of claims, damages, '�'� recourse and any remuneration whatsoever in connection with the y'�`', r=�i termination of this agreement. A.� h� .f� Agreed to this 14TH day of J� , 1982. I� a�: � u � � � r �' !+; THE SNOWMASS COMPANY, LTD. i�.� � �"' i i•. i :5� By � '�i Jame . Chaf£' , J � Gen al Partner �� THE COUNTY OF PITKIN, d/b/a THE PITKIN COUNTY AI COMMITTEE By Approv d a o form: _ BY ��S�rr9ra�G M. Stuller Pitkin County Attorney 39/KRS/ft . � _ 6 _ y ,. �,. -,f;a° �