1. art and entertainment

MEETING OF THE BOARD OF DIRECTORS OF THE
SALIDA NATURAL RESOURCE CENTER DEVELOPMENT CORPORATION
A COLORADO NON-PROFIT CORPORATION
City Council Chambers
448 East 1st Street
City of Salida, Colorado
Tuesday, December 16, 2014 11:00 a.m.
The NRCDC Board may take action on and of the following agenda items as presented or
modified prior to or during the meeting, and items necessary or convenient to effectuate the
agenda items.
I.
MEETING CALLED TO ORDER
II.
PUBLIC COMMENT
III.
APPROVAL OF MINUTES – December 2, 2014
IV.
TREASURER’S REPORT
V.
SCHEDULED ITEMS
1. Updates on potential property sales
a. Colorado Parks & Wildlife
b. Workforce Housing
c. Light Industrial
2. Madison House Presents music festival proposal –
VI.
UNSCHEDULED ITEMS
VII.
EXECUTIVE SESSION: For the purpose of determining positions relative to matters
that may be subject to negotiations, developing strategy for negotiations, and/or
instructing negotiators, under C.R.S. Section 24-6-402(4)(e). AND THE FOLLOWING
ADDITIONAL DETAILS ARE PROVIDED FOR IDENTIFICATION: To discuss
negotiations for the possible disposition of land and development opportunities
related to Colorado Parks & Wildlife, affordable housing and light industrial uses.
VIII. REPORT/ACTION ON EXECUTIVE SESSION MATTERS
IX.
ADJOURN
Agenda – December 16, 2014
1
Regular meetings of the SNRCDC are held on the 1st and 3rd Tuesday of each month at 11:00 a.m.
MINUTES
OF THE BOARD OF DIRECTORS OF
SALIDA NATURAL RESOURCE CENTER DEVELOPMENT CORPORATION
A COLORADO NON-PROFIT CORPORATION
A meeting of the Corporation was held December 2, 2014, at 448 E. 1st Street, Salida, Colorado
81021 beginning at 11:00 a.m. Directors present were Ron Mazzeo, Keith Baker, Tom Yerkey, Tim
Glenn, Ray Kitson and Walt Harder. Dara MacDonald was also in attendance. Jim Miller and Susan
Dempsey Hughes were absent.
Public Comment: George Hinman offered public comment regarding Xcel poles on the NRC property.
Approval of Minutes: Minutes of November 18th were approved unanimously.
Treasurer’s Report: MacDonald referred the Board to the 'Budget vs Actual', Balance Sheet and P&L for
2014 through October. She noted that the Board is about $10,000 under budget due to a variety of savings
- not having to conduct a traffic study ($1,000), Legal fees ($1,200), Repairs and Maintenance ($1,750),
Janitorial ($1,060), water & sewer ($5,850), among other smaller items.
Glenn requested to track the loan balance with how much it has been paid down to date.
Scheduled Items:
1. Update on potential property sales:
a. CO Parks & Wildlife – MacDonald noted that the appraisal should be completed in the
next few days.
b. Workforce Housing – MacDonald will have an update for the next meeting.
c. Light Industrial – Kitson updated the Board that Fred Lowry is interested in pursuing
purchase of the property and is looking at possibly additional acreage in addition to the
previously contemplated 40 acres. There was discussion about bringing a brewery to the
property.
2. 2015 Budget - MacDonald updated the Board on the revised budget, noting that she had
overlooked the principal payments in the earlier version adopted by the board. The revised 2015
budget was adopted unanimously.
Unscheduled Items:
1. Music Festival - MacDonald updated the Board on recent conversations with representatives from
Madison House Presents. The Board discussed use of the property and compensation for rental of the
property. There was discussion about the value of the property for rental ($150,000 as a starting point) or
for sale ($25,000 unimproved and $50,000 with improvements).
There discussion about the initial site plan for the festival.
Executive Session: No executive session was held.
Adjourn:
The meeting was adjourned at 11:41 a.m.
The undersigned have executed these minutes effective this 16th day of December, 2014.
1
Minutes 12.02.14
____________________________________
KEITH BAKER, PRESIDENT
____________________________________
DARA MACDONALD, SECRETARY
2
Minutes 12.02.14
_____
__________
________CIT
TY COUNC
CIL AGEND
DA ITEM__
______________________
__
MEE
ETING DAT
TE:
December 16, 2014
AGE
ENDA ITEM
M TITLE:
Vandaveer Ranch Faciliities Use Agrreement for a Music
Festival
PRESSENTED BY
Y:
Dara MacD
Donald, City A
Administratoor
AGE
ENDA SECT
TION:
Scheduled Items
I
REQUEST:
The requestt is to enter iinto a Facilitiies Use Agreeement with
Anschutz Entertainmen
E
nt Group forr a music festtival to be
held on thee Vandaveer R
Ranch.
BACK
KGROUND
D REVIEW:
The City
C was apprroached in October
O
abouut the possibiility of hostinng a large (300,000 – 35,0000
peoplle) music festtival in 2015.. The organiizers of the ffestival, Madiison House P
Presents, a
subsid
diary of Anscchutz Enterttainment Gro
oup (“AEG””), visited Saliida in Octob
ber and again
in No
ovember. Th
hey have deteermined that they would llike to host ttheir festival in Salida the
weekeend of Auguust 21-22, 20115 and would
d like to utilizze the Vandaaveer Ranch. The Ranch
is owned by the Salida Naturall Resource Center
C
Develoopment Corpporation (‘NR
RCDC”) andd
staff recommends
r
s both the Ciity and the NRCDC
N
be p arty to the use agreementt.
Included with thiss memo is a draft
d
facility use agreement for discusssion purposees. Salida
drafteed this agreem
ment based in
i part on thee agreement used by a sim
milar festival in St.
Auguustine, Floridaa. Staff doess not anticipaate Council aaction on thee agreement aat this
meetiing, but is seeeking directio
on on a num
mber of points. A compleete agreemen
nt would then
n
be brought back to
t the Counccil on Januaryy 6th for a deccision. This is a large eveent with man
ny
facetss and this meemo is meantt to highlightt issues speciific to the Citty Council an
nd decisions
that you
y will be faaced with reggarding use of the Vandavveer Ranch aand significan
nt decisions
that will
w come up for the down
ntown.
In anticipation off this discussiion staff has been speakinng with otherr communitiees who have
hosteed similar festtivals in the past.
p
Mayor Dickson hass spoken direectly with thee Mayors or
manaagers from otther commun
nities, Chief Clark
C
has spooken with sev
everal police cchiefs and
Lisa Ortega,
O
Chafffee County Emergency
E
Manager,
M
has spoken withh at least onee emergency
manaager from onee of the form
mer host com
mmunities. T
The feedback has generallyy been
positiive about botth the econo
omic impact for
f the comm
munities as w
well as the ovverall
manaagement of th
he event. Th
here are lesso
ons learned thhat have beenn shared as w
well as
docum
ments such as
a lease agreeements, economic impactt reports and operations p
plans.
Similaarly we have begun meetiing with the various
v
agenncies that willl likely be invvolved shouldd
the festival take place. This includes representatives from:
1) Chaffee County
5) Salida Business Alliance
a. Administration
6) Colorado State Patrol
b. Emergency Management
7) Chaffee County Economic
c. EMS
Development Corp.
d. Road & Bridge
8) Heart of the Rockies Regional
e. Environmental Health
Medical Center
f. Planning
9) Arkansas Headwaters Recreation
g. Sherriff
Area
2) City of Salida – all departments
10) Colorado Department of
3) Chaffee County Visitors Bureau
Transportation
4) Chamber of Commerce
11) Bureau of Land Management
We have identified a number of questions, concerns and opportunities through these
discussions but nothing that seems insurmountable should the community wish to proceed
with hosting the festival.
Economic Impact –
Using data from other communities where similar events have taken place in recent years
Salida/Chaffee County can conservatively expect $4,750,000 to $9,500,000 of direct
economic impact from visitors during the festival. Of this spending the City of Salida would
capture 3% in sales tax ($142,000 - $285,000). Chaffee County would realize 2% sales tax on
those transactions or approximately $95,000 - $190,000. (Assumptions include average
spending of $50 - $100 per day with 15,000 people Thursday, 30,000 Friday, 35,000 Saturday
and 15,000 on Sunday).
This does not include the impact of spending leading up to the event and vendors providing
services to the festival organizers. It also does not include tax revenues to the City or
County related to lodging.
The draft agreement does include a requirement that AEG share data with us to help create
an economic impact study or analysis following the event.
Compensation for use of the land –
Conversations with other communities revealed a broad spectrum of compensation
expectations for use of facilities. These ranged from no payment for the venue to $1 per
ticket to be provided to a local non-profit of the community and headliner band’s choosing.
Staff recommends the City consider setting a nominal amount for use of the land $100 $500 per day and pursuing a portion of ticket sales to benefit an area non-profit.
Reimbursement for direct expenses The City and other agencies will incur direct expenses related to hosting the event. One
example of this includes the additional law enforcement that will be necessary during the
event. Not only will their salaries need to be paid, but hotel rooms will also need to be
covered. Other expenses may include costs for an urgent care tent at the festival staffed by
HRRMC, additional manpower for fire and EMS, additional equipment for emergency
responders such as Gators or Razors for patrolling the festival grounds. The lease has been
drafted to include a list of these types of expenses that would be paid by AEG. If the
Council wishes to pursue this staff will have this estimate prepared for the January 6th
meeting.
Curfew –
The organizers have requested that the main stage be open with music until 11:00 p.m. on
Friday and Saturday nights. This permission can be granted by the City and the organizers
would like to see this included in the use agreement.
City staff impacts –
It will be difficult for the current city staff to take on organization of an event of this
magnitude in addition to existing duties. We suggest that the Council consider creating a
temporary position with the City to act as organizer and liaison on the community’s behalf.
At a rate of $20 - $25 per hour for approximately 400 hours in the coming months that
could come to $8,000 - $10,000. If Council supports this recommendation for additional
staff in advance of the event, would they want to ask the organizers to pay this or expect to
recoup from tax revenues?
Downtown –
Though not directly related to this agreement the Council should begin thinking about the
impact and possibilities of the event in the downtown. The organizers would like to
encourage the festival attendees to explore downtown Salida. They will do this by providing
free transportation between the festival site and downtown and by hosting bands in the
downtown among other actions.
Some questions that have come up include:
1) Curfew for outdoor amplified sound – the organizers would go as late as 2:00 a.m.
on Saturday and Sunday mornings
2) Creation of an open container area for a portion of downtown between 1st Street and
the Arkansas River
3) Allowing expanded liquor areas for bars and restaurants in the street closure area
This is a large event with many facets and this memo is meant to highlight issues specific to
the City Council and decisions that you will be faced with regarding use of the Vandaveer
Ranch and significant decisions that will come up for the downtown. Staff expects that
there will be questions we will be unable to answer at the meeting and that time will be spent
in the coming weeks conducting additional research and pre-planning in advance of a
Council decision on January 6th.
ACTION:
Council should discuss the draft facility use agreement and provide staff with direction on
the points listed above and other concerns that come up during discussions.
Facilities Use Agreement
This Facilities Use Agreement (“Facilities Agreement”) is made by and between the City of
Salida (the “City”), the Salida Natural Resources Development Corporation (the “SNRDC”)
(together, the “Owner Parties”) and Anschutz Entertainment Group, Inc., a Colorado corporation
(“Anschutz Entertainment”) (all together, the “Parties”), for itself and its subcontractors, for the
use of certain Owner Party real property, rights and licenses, and rights of way, all as more
particularly described in this Agreement.
Article One - Introduction
The SNRDC, a nonprofit corporation established and affiliated with City has jurisdiction over a
parcel of land commonly known as the Vandaveer Ranch, legally described below, which land is
within the territory and jurisdiction of the City and upon which Anschutz Entertainment desires
to conduct a music festival and concert event.
To that end, in consideration of the mutual covenants, promises and agreements and other good
and valuable consideration, including the consideration to be paid, the adequacy and receipt of
which are acknowledged, the Parties agree as provided in this Agreement.
Article Two - Premises and Event Description
Section 2.01
Use Agreement and Premises Description.
By this instrument, the Owner Parties extend to Anschutz Entertainment, the right to rent, lease,
and use, as provided and subject to the provisions of this this Agreement, the following described
premises:
SEE EXHIBIT “A,” ATTACHED HERETO AND
INCORPORATED HEREIN BY REFERENCE.
located in Salida, Chaffee County, Colorado (“Premises”).
Section 2.02
Term
The term of this the lease and use will commence on ________________, 2015 at 12:01 a.m. and
will expire on ______________, 2015 at 11:59 p.m. (the “Term”). During the Term, Anschutz
Entertainment will produce on the Premises an event referred to as _________________
(“***Event Acronym***” or the “Event”)), which Event shall commence on August 20, 2015
and shall conclude on August 22, 2015.
Section 2.03
Site Plan and Logistical Work Plan
The Parties agree that on or before ***________*** Anschutz Entertainment will submit to the
City a site plan or map and a logistical work plan or description (the “Event Plan”) that addresses
Facilities Use Agreement
Page 1 of 11
all material matters relating to the preparation, conduct, and takedown of the event. Such matters
will include, but not necessarily be limited to, ticketing, camping, backstage/restricted areas,
residential accommodations, tenting (which may or may not be subject to applicable municipal
code compliance review), offices, staging, crowd control, public address systems, parking,
alcoholic beverage services, food services, ingress and egress (including the safe and efficient
flow of bicycle, pedestrian, and automotive traffic on and across Highway 50 and between the
Event and the City downtown areas), transportation, utilities connections, emergency services,
and pedestrian, bicycle and automotive traffic flow.
The Event Plan will designate the restricted entry area for viewing of entertainment taking place
on the main stage (the “Ticketed Music Area”).
The Event Plan will provide detailed specifications regarding the location of roads and pathways
to be constructed on the Premises and other Permanent Premises Modifications (defined below).
The Parties agree that the Parties will convene to discuss and negotiate Permanent Premises
Modifications during preparation of the Event Plan and prior to submission of the Event Plan.
The Event Plan is subject to review and approval of the City and SNRDC, which initial review
will be completed within ___ days of submission and which final review and approval will not
be unreasonably delayed or withheld. The Owner Parties reserve the unqualified right to reject
the Event Plan if it provides for Permanent Premises Modifications for which no agreement has
be reached among the Parties.
The Owner Parties reserve the right to conduct other permitting, licensing, or public approval
processes ordinarily and customarily conducted in connection with large venue outdoor festivals
on municipal land.
Article Three – Payments and Considerations
Section 3.01
Base Fee, Daily Rate ***and Variable Charge***
For the lease and use of the Premises as provided in this Agreement, Anschutz Entertainment
will pay to the City the sum of $________ (the “Base Fee”). The Base Fee will be paid to the
City in advance of the Term and no later than ***insert date***.
The Base Fee divided by the number of days of the Term will be the “Daily Rate,” which Daily
Rate is used in other parts of this Agreement.
***Anschutz Entertainment will further pay the sum of $___.00 for each Event ticket sold (the
“Variable Charge”)*** ***, which shall be contributed to an IRS 501(c)(3) selected at the
discretion of the City and approved by members of _______________ and their
management***.
Section 3.02
Holdover
No failure to release the Premises to the Owner Parties at the expiration of the Term and as
provided in this Agreement will result in a renewal or extension of the Term. Anschutz
Entertainment will have the option to extend the term by no more than ___ days by providing
Facilities Use Agreement
Page 1 of 11
written notice to the Owner Parties before the expiration of the Term. The charge for such an
extension will be the product of the number of days extended and the Daily Rate.
If Anschutz Entertainment fails or refuses to return the Premises upon expiration of the Term, the
Owner Parties reserve the right to claim additional compensation in the amount of 1.5 times the
Daily Rate.
Further, any equipment or material left upon expiration of the Term will become property of the
City and may be removed and disposed of at City’s discretion. In such a circumstance, all costs
of removal and/or disposition incurred by the Owner Parties shall be added to the City’s clean-up
costs and billed to Anschutz Entertainment following the Event.
In the event of a force majeure, the Owner Parties will extend the Term as may be reasonably
necessary under the circumstances to enable Anschutz Entertainment to comply with its
obligations upon surrender of the premises upon expiration of the Term.
Section 3.03
Security Deposit
Anschutz Entertainment agrees to deposit with the City the sum of $__,000.00 as a security
deposit. The security deposit may be applied to any pay amounts due and owing to the City
under this Agreement 60 calendar days after the expiration of the Term or to secure the
performance of Anschutz Entertainment of any other non-monetary obligation to the Owner
Parties. If there are no amounts due and owing to the Owner Parties and Anschutz Entertainment
is otherwise current on all other obligations to the Owner Parties under this Agreement, the City
will return any remaining security deposit funds 60 calendar days after expiration of the Term.
Section 3.04
Condition of the Premises; Restoration
Anschutz Entertainment agrees to accept the Premises in the condition as existed on the
commencement of the Term, with the exception of any modifications to or improvements
constructed upon the Premises, set forth on any addendum to this Agreement signed by the
parties, that the Parties agree will remain in place after the expiration of the Term (the
“permanent Premises modifications”). Anschutz Entertainment shall keep and maintain the
Premises in good, sound condition, order and repair; and shall undertake, at Anschutz
Entertainment’s cost and expense, all such repairs necessary to return the Premises, at the
expiration of the Term, in the same condition as existed at the commencement of the Term, or
better, normal wear and tear excepted (“returnable condition”).
In particular, Anschutz Entertainment agrees to ensure that the Tenassee Ditch, which runs
through or adjacent to the Premises, will be not be disturbed and will be fenced to prevent public
access or damage during the Event.
The Parties agree that a thorough walk-through of the Premises will be conducted upon
expiration of the Term. All Parties will be entitled to participate in this walk-through. Within 21
calendar days of the walk-through, the City will deliver to Anschutz Entertainment an itemized
description of the work needed to restore the property to returnable condition.
Anschutz Entertainment will have the initial right to undertake restoration work during the
period ending 60 days after expiration of the term. Prior to undertaking any repair work,
Anschutz Entertainment will submit a description of the work, an estimate of the cost, and other
relevant details, for review and approval by the Owner Parties, which approval must be timely
Facilities Use Agreement
Page 1 of 11
reviewed and may not be unreasonably withheld. The work shall be completed by Anschutz
Entertainment, at its own cost and expense, to the Owner Parties’ satisfaction, with 60 calendar
days after expiration of the Term. If Anschutz Entertainment fails to restore the property to
returnable condition within this time period, the City will undertake the restoration work and
provide Anschutz Entertainment with a detailed invoice, which invoice shall be due and payable,
in full, to the City, within thirty days after delivery of the invoice. Available security deposit
funds may be applied to pay for restoration work undertaken by the City.
Section 3.05
Estimated Service Charges
It is anticipated that the City will provide certain services in connection with the Event,
including, but not limited to, police, fire and other emergency services, City inspections and code
enforcement. Anschutz Entertainment will pay the cost of these services (the “Services
Charge”). The Parties estimated Service Charge is ***$____________***, as described more
fully in Exhibit B, which is attached to and incorporated. Anschutz Entertainment will deposit
with the City this estimated Service Charge no later than ***insert date***. If the final Service
Charges exceeds the estimated Service Charge paid to the City, or vice versa, an itemized
description in the form set forth on Exhibit B will be delivered by the City to Anschutz
Entertainment within 10 business days after expiration of the Term. Additional payment from
Anschutz Entertainment or a refund from the City must be paid within thirty days of demand and
no later than 60 days after expiration of the Term.
Section 3.06
Deliveries by Owner Parties Prior to Term
The Parties agree, as a material consideration under this Agreement, that the Owner Parties, at
their own cost and expense, will undertake and complete the tasks, actions, and matters, if any,
enumerated and in the time and manner described on the attached Exhibit ___.
Section 3.07
Deliveries by Anschutz Entertainment Prior to or After Term
The Parties agree that, as a material consideration under this Agreement, Anschutz
Entertainment, at its own cost and expense, will undertake and complete the tasks, actions, and
matters, if any, enumerated and in the time and manner described on the attached Exhibit ___.
These deliveries must comply fully with all applicable building, safety, fire, and other municipal,
county, state, and federal codes and will be subject to the City’s permitting and inspection
process.
Section 3.08
Delinquency
Anschutz Entertainment agrees to pay interest at the rate of one and one-half percent per month
on any payment which is not made within the time limits set forth in this Agreement.
Article Four – Conditions of Use of and Access to the Premises
Anschutz Entertainment will have use of the Premises during the Term, subject to its compliance
with the provisions of this Article. In addition, the City will permit Anschutz Entertainment
access to the premises prior to the Term to perform or facilitate any deliverable of Anschutz
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Entertainment as further addressed under Section 3.07 above or any Event Plan, license, or
permit issued by the City or other governmental entity with jurisdiction over the Event or
activities associated with the Event.
Section 4.01
Sidewalks, paths, and roads
During the Event, pedestrian and wheelchair access within the Premises must be and remain
clear at all times. The adequacy of all pedestrian, bicycle and vehicular ingress and egress to,
from, and on the Premises must be approved by the City’s Public Works Director and Fire Chief.
Section 4.02
Tents and Temporary Structures
All tents located on the Premises will be anchored by use of weights, such as sand bags and
jersey barriers, and shall be approved by the Chaffee County Building Official. No concrete
foundations or permanent fixtures or alterations may be installed or made without the approval of
the City. Tents may be subject to the City’s Fire Code and Building Code.
Section 4.03
Alcoholic Beverages
A beverage services area for sales of alcoholic beverages will be permitted in the Ticketed Music
Area, subject to any applicable license application, permit, or other public approvals. Anschutz
Entertainment must ensure that identification is checked and verified and must provide wrist
bands to individuals for access to beverage services areas. Anschutz Entertainment staff shall
secure all sides of the Ticket Music Area to prohibit the removal of alcoholic beverages from the
permitted area.
Section 4.04
Camping and Parking
The Owner Parties acknowledge that Anschutz Entertainment intends to utilize the Premises, in
connection with the Event, as campground with unimproved or tent camping sites. In addition to
camping, the campground portion of the Premises, hereinafter the “Campground,” will contain
parking, portable restroom and shower facilities, concessions, and support facilities. The Owner
Parties acknowledge that Anschutz Entertainment intends to utilize the premises for parking,
food, crafts and exhibit areas.
Section 4.05
Event Logistics
Event activities will occur on the Premises and in the City’s downtown areas. Colorado State
Highway 50, which is subject to the jurisdiction of certain Colorado State governmental
authorities, bisects the Premises and runs between the Premises and the City’s downtown areas.
Accordingly, Anschutz Entertainment agrees to obtain all necessary permits, licenses, and
approvals and to coordinate with the governmental authorities with jurisdiction over Highway 50
necessary to safely and efficiently conduct the Event.
Anschutz Entertainment agrees to make sufficient plans and accommodations to ensure the safe
ingress and egress to and from the Event and travel between and among various Event sites,
including between and among the parking, camping, and festival areas within the premises and
connecting those areas with the City’s downtown areas. Anschutz Entertainment agrees to run at
its own cost and expense, busses or other automotive transit between the Premises and the City’s
downtown areas between the hours of ***___*** and ***___*** during the Event.
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Anschutz Entertainment acknowledges that certain members of the community and those
travelling on Highway 50 will not participate or directly benefit from the Event. To that effect,
Anschutz Entertainment, in preparing its Event Plan, will make reasonable efforts to minimize
disruption to those participating in the event. In particular, Anschutz Entertainment will ensure
that adequate temporary or permanent facilities to enhance cellular and broadband services
during the event so that the City community will not experience diminished qualify of existing
information services.
Section 4.06
Restroom Facilities and Waste Disposal
Anschutz Entertainment must provide portable toilets, including disabled accessible toilets, hand
washing stations and portable holding tanks sufficient to accommodate the maximum number of
attendance, for the duration of the Event and the nature of food and other services to be made
available at the event. Anschutz Entertainment must comply with public health, sewage
treatment, solid and liquid waste disposal provisions of the City, Chaffee County, and State of
Colorado.
Section 4.07
Sustainable Waste Disposal
Anschutz Entertainment will provide or retain facilities and services for sustainable waste
disposal, including facilities for the recycling of metals and plastics and composting of
compostable waste. It will further require from its food vendors that they use compostable or
recyclable plates, utensils, and cups. This is a material consideration intended to, among other
things, reduce impact on the local landfill.
Section 4.08
Amplified Sound
Any and all public announcement and other speakers or amplifiers used to amplify music or
other sound shall be maintained at a reasonable decibel level. Speakers for the Event shall be
placed and configured by Anschutz Entertainment, its contractor and the City to focus volume on
the Premises and its immediate environment. Anschutz Entertainment and the City expressly
agree that all amplified performance will cease no later than 11 p.m. on August 21 and 22 and to
abide by the decibel level limitations under this Agreement, the City’s municipal code, and any
public permitting relating to the Event. Anschutz Entertainment agrees to deposit with City the
sum of $_______.00. If exceeds decibel level compliant with City codes, Anschutz
Entertainment shall forfeit the $__________.00 check to the City. City shall return the
$_________.00 check if the Event does not exceed decibel limit compliant with City codes.
Section 4.09
Utility Connections
The Parties acknowledge that the Premises is not currently served by sufficient utilities
connections to conduct the Event. Arrangements for such utility connections will be the
responsibility of Anschutz Entertainment, who must abide by all municipal, county, or other
governmental approvals, licensing, or permitting processes.
Section 4.10
Event Capacity
Public admission to the Premises shall be limited to the number of attendees approved by the
City’s Fire Chief. Anschutz Entertainment shall ensure compliance through the use of
appropriate means which will provide an accurate accounting of all persons entering the
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Page 1 of 11
Premises.
Section 4.11
Security and Life Safety Personnel
Anschutz Entertainment must supply security and life safety personnel at the level required by an
evaluation prepared by the City and its Fire Chief. The City Administrator, with the approval of
Anschutz Entertainment, reserves the right at any time to increase the personnel and resources to
be contributed by the City (i.e., police, firefighters and firefighter/EMT personnel) deemed
necessary to protect public safety. Anschutz Entertainment agrees to pay for the cost of any such
additional resources at the City’s applicable rates.
In particular, Anschutz Entertainment shall provide a ***___*** by ***___*** tent to be used
exclusively for basic emergency and triage clinic to treat conditions such as dehydration and
intoxication and to provide basic first aid services. The clinic shall be staffed by personnel from
Heart of the Rockies Regional Medical Center. The cost of the clinic will be paid by Anschutz
Entertainment.
Section 4.12
Fireworks and Open Flames
Anschutz Entertainment shall not, without permit, stage or promote any act or performance
which involves the use of pyrotechnics, explosives or displays of open flames, or fire arms.
Section 4.13
Auto and Pedestrian Traffic; ADA Compliance
Anschutz Entertainment agrees to maintain all exits at all times and to ensure that any item or
other impediment be moved from an exit per request of the City or SNRDC. Anschutz
Entertainment shall not render nor allow any of its exhibitors, contractors, agents, invitees or
other persons it permits on the Premises to render the Premises or any part thereof inaccessible to
disabled persons.
Anschutz Entertainment shall pay and save the Owner Parties harmless from any and all
damages, loss or liability of any kind whatsoever resulting from its actions or those of its
exhibitors, contractors or agents it permits on the Premises, in rendering the Premises, or any part
thereof, inaccessible to disabled persons, except where such damage, loss or liability arises out of
the negligent acts or omissions of an Owner Party. The Parties agree that the Event will comply
in all material respects to the Americans with Disabilities Act of 1990.
City staff, with proper credentials, reserves the right to enter all areas of the Premises at any time
for any reason or no reason at all.
Section 4.14
City to Retain its Police Powers
With proper advance notice and sufficient time provided to remedy incidents and issues (which
notice and opportunity to remediate will not apply in the case of an emergency), the City
reserves the right to close the Event to the public, including to ticket holders, at any time to
protect public safety to address overcrowding in exits or entrances or to address attendance
counts in excess of the total number of attendees authorized prior to the Event. For the purposes
of this paragraph, “attendees” shall mean all ticket holders, security staff, police officers, fire
safety personnel, life safety personnel, performers, vendors, solid waste personnel and any other
persons located inside the perimeter of the Premises.
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Section 4.15
Responsibility to Prepare the Premises
Neither Owner Party has any responsibility for the Premises site preparation, modification, setup, removal or security of Event equipment at any time. Anschutz Entertainment will be
responsible for removal of all equipment and for site cleanup at the end of the Event.
Section 4.16
Limitation on the Sale or Consumption of Alcoholic Beverages
The time for the sale and consumption of alcoholic beverages shall begin no earlier than the time
gates open and shall end no later than thirty minutes prior to the end of the Event on Friday,
August 21, 2015 and on Saturday, August 22, 2015.
Section 4.17
Nondiscrimination
No person shall be denied admission to the Event on the basis of race, color, creed, national
origin, sex, disability or sexual orientation.
Section 4.18
Fire and Safety Codes
Anschutz Entertainment agrees to comply with all applicable federal, state, county and local laws
in its use of the Premises, including but not limited to, all applicable fire and life safety codes.
Anschutz Entertainment agrees to consult with City’s Fire Chief prior to any operations under
this Agreement to determine fire safety requirements.
Section 4.19
City’s Access to the Event
Anschutz Entertainment shall provide no fewer than ___ all access Event passes to the Owner
Parties and will make best effort to provide access to artists, staff, performances and interviews
and other opportunities and will permit City personnel to document the Event and to create video
and written promotions for the City, subject to the approval of Anschutz Entertainment, which
approval will not be unreasonably withheld.
Anschutz Entertainment shall provide to the City statistics and records, including basic financial
information, sufficient for the City to prepare an economic impact and other studies relating to
the event.
Anschutz Entertainment shall provide, at no cost to the City, a prime ***___*** by ***___***
space within the vender area of the Premises for the City to setup and staff an informational
display from the Salida Chamber of Commerce or the Chafee County Visitor’s Bureau, or both
of them.
Section 4.20
Licenses and Permits
Anschutz Entertainment must obtain and maintain at its own cost and expense all licenses and
permits, including, including but not limited to, licenses and permits from the City, Chaffee
County, and the State of Colorado related to for the sale and consumption of alcoholic beverages,
licenses necessary and required for the safe conduct of the Event activities by Anschutz
Entertainment or its vendors on the Premises, road permits, environmental permits and
inspections, and emergency medical services.
Anschutz Entertainment shall at its own cost and expense, obtain all permits necessary or related
to the safe control of traffic on Highway 50 during the Term and during the Event.
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Section 4.21
Vendor Compliance
Anschutz Entertainment shall be responsible for ensuring that all vendors at the Event have
complied with appropriate license requirements, including food service, sale of alcohol and
concert licenses. In particular, all vendors that have cooking equipment will be required to pass
a fire inspection.
Article Five – Insurance and Indemnification
Section 5.01
(a)
Insurance
Commercial general liability insurance and liquor liability insurance
Anschutz Entertainment shall procure and maintain commercial general liability insurance,
contractual and products liability insurance, insuring itself and the City, and SNRDC for
Anschutz Entertainment’s negligent acts or omissions during the time that the parties have rights
under this Agreement against liability for claims arising out of its negligent acts or omissions in
the use of the Premises, including $1,000,000.00 combined single limit commercial general
liability, including contractual liability, and $5,000,000.00 aggregate liability. Establishments
and vendors providing sales, service and consumption of alcoholic beverages shall provide liquor
liability insurance naming the City and the SNRDC as Additional Insured with respect to the
negligent acts or omissions of said establishments and vendors. A copy of the certificates of
insurance shall be provided to City. The City and the SNRDC shall be named as an Additional
Insured in all such policies with respect to these policies of insurance..
(b)
Workers compensation insurance
Anschutz Entertainment will provide evidence of Workers’ Compensation Insurance to the
extent required by Colorado law covering any employees working on any of the Premises.
(c)
Proof of insurance
Anschutz Entertainment will furnish certificates of insurance and photocopies of related
endorsements or riders indicating that it has provided the coverage required under this
Agreement no later than seven days prior to the start of the Term. The Owner Parties may refuse
to rent the Premises and cancel the Event if Anschutz Entertainment does not purchase the
required insurance or if the certificates of insurance with riders or endorsements are not timely
received.
(d)
General insurance requirements
All policies of insurance required by this Agreement must
-
Provide that they may not be canceled without thirty days prior written notice to the
Owner Parties;
-
Be obtained from insurers licensed to do business in the State of Colorado and
acceptable to the Owner Parties. Such acceptance shall not be unreasonably withheld;
and
-
With respect to the Owner Parties, shall be primary and noncontributory.
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Additionally, if Anschutz Entertainment provides the insurance required herein by means of a
“claims made,” rather than an “occurrence” policy, the insurer shall provide the City and
SNRDC with the retroactive date of the policy, which may not be later than the first day
Anschutz Entertainment commences use of the Premises, as well as an “extended reporting
period endorsement” or “tail coverage” endorsement which must extend the time within which
claims may be submitted to a period ending four years from the last date of use of the Premises
by Anschutz Entertainment.
(e)
Contractors, suppliers, and vendors
Anschutz Entertainment shall be responsible for all work performed by its subcontractors or any
other agent, artist, performer, contractor, vendor, or other provider engaged by Anschutz
Entertainment to perform services or provide supplies related to the Event. Anschutz
Entertainment must see to it that all such parties provide public liability insurance in an amount
of not less than $1,000,000.00 combined single limit for bodily injury and general liability and
$400,000.00 property damage per incident, naming the Owner Parties as an additional insured
with respect to the vendor or subcontractors’ negligent acts or omissions and workers’
compensation insurance.
Section 5.02
Indemnification
To the fullest extent permitted by law, Anschutz Entertainment must, at its own expense, defend,
indemnify and hold harmless the City, the SNRDC, and their officers, employees, agents, and
attorneys from and against (i) any and all claims, damages, penalties, losses, expenses or
judgments arising from injury or death to any person, property or environmental damage arising
from any negligent or intentional act or omission of Anschutz Entertainment, its officers, agents,
servants or employees, except to the extent that such injury, death, property or environmental
damage results from the negligent or intentional acts or omissions of the City, the SNRDC, or
their officers, agents, contractors, subcontractors and employees and (ii) with respect to any
matter for which the City or the SNRDC would have an enforceable claim under insurance
naming the City or the SNRDC as an insured that Anschutz Entertainment is required, but failed,
to obtain. Anschutz Entertainment will, at its own cost and expense, defend any and all such
suits, actions or claims, whether just or unjust, which may be brought against the City or the
SNRDC, its officers, agents and employees or in which it or they may be impleaded with others.
Such obligation of indemnity and defense shall not be construed to negate nor abridge any other
right of indemnification or contribution which may benefit the Parties. This Indemnification
provision shall survive the expiration or termination of this Agreement.
Article Six – General Provisions
Section 6.01
Force Majeure
The Parties expressly acknowledge and agree that Event will be held during the fire and flooding
season and that fire or flooding may affect the Event. Anschutz Entertainment promises to
procure or has procured event cancellation insurance to address financial losses caused in whole
or in party by fire, severe weather, or other force majeure. The City and the SNRDC are or will
be named as an additional insured. Anschutz Entertainment must provide to the City copies of
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the policy or policies of insurance, including endorsements, providing such coverage. All
amounts due to the City and all deliverables to be made to the City will be paid or performed,
notwithstanding the cancellation of the Event, in whole or in part, as a result of force majeure.
The Parties will not be liable to one another for any failure to perform under this Agreement if
failure is due to any non-to-be-insured force majeure, including natural disaster, terrorism,
rebellion, insurrection, civil war, military action, governmental regulation, or an event, act, or
incident otherwise beyond the Parties’ reasonable anticipation or control.
Section 6.02
Other Financial Obligations
Anschutz Entertainment shall be responsible for payment of any State or Federal taxes or any
other governmental assessment which may be made in connection with the Event.
Anschutz Entertainment acknowledges and agrees that it will be solely responsible for all
royalties or charges which are due or may become due on material used for or during the Event.
Anschutz Entertainment warrants to the City that such royalties or charges have been paid or will
be paid promptly in accordance with law. Anschutz Entertainment further agrees to hold the
Owner Parties harmless and indemnify it for all its costs or losses, just or unjust, including
attorney’s fees in defense of claims, relating to payment of any royalty, charge or fee for the use
of material by Anschutz Entertainment during the Event.
Section 6.03
Termination by the Owner Parties
An Owner Party may terminate this Agreement with prior notice to Anschutz Entertainment
under the following conditions:
-
A good faith determination by an Owner Party that Anschutz Entertainment has failed
to comply with any of the material terms or conditions of this Agreement;
-
Failure of Anschutz Entertainment to maintain decibel within levels defined by City
code or as otherwise permitted by the City.
-
Upon determination by the an Owner Party that Anschutz Entertainment has made
material misrepresentations to the Owner Parties in connection with its use or
occupancy of any of the Premises; or
-
The an Owner Party is prevented from furnishing use of any of the Premises, or any
portion of same, to Anschutz Entertainment on the dates scheduled by events, actions
or occurrences not within the complete control of the Owner Parties, including, but
not limited to, any official order or proceeding which limits or prohibits the use of the
Premises. In the event of such termination, the Owner Parties’ obligations hereunder
shall be limited to the refunding of amounts previously paid by Anschutz
Entertainment to the City in connection with this Agreement.
Section 6.04
Termination by Anschutz Entertainment
Anschutz Entertainment may terminate this Agreement by written notice delivered no later than
_______________, 201__. If Anschutz Entertainment terminates this Agreement, the City shall
retain or collect from Anschutz Entertainment 25% of the Base Fee and any actual costs directly
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incurred by City in preparation for the Event or any damage caused to the Premises relating to
the Event, including legal fees and costs.
Section 6.05
Amendment
Purported amendments, extension, or modifications to this Agreement will be enforceable only if
and to the extent it is memorialized in a writing signed by a duly authorized agent of the party
against whom enforcement is sought.
Section 6.06
Waiver
The failure of an Owner Party to insist upon a strict performance of any of the terms and
conditions hereof shall be deemed a waiver of the rights or remedies that it may have regarding
that specific instance only and shall not be deemed to be a waiver of any subsequent breach or
default in any terms and conditions.
Section 6.07
Headings of Articles, Sections, and Subsections
The headings of Articles, Sections, and subsections used within this Agreement are included
solely for the convenience and reference of the reader. They have no significance in the
interpretation or construction of this Agreement.
Section 6.08
Assignment
Anschutz Entertainment may not assign any right granted by this Agreement without the prior
written consent of the City Administrator provided, however, that Anschutz Entertainment may
engage subcontractors or hire individuals to perform services or provide supplies related to the
Event.
Section 6.09
Attorney’s Fees
Anschutz Entertainment shall pay all reasonable attorney’s fees and costs, including appeals, on
behalf of the Owner Parties if: one or both of the Owner Parties (i) institutes litigation against it
for breach of any material term or condition of this Agreement; (ii) City should institute
litigation against Anschutz Entertainment for an unlawful detainer of the Premises; (iii) is made
a party to litigation against Anschutz Entertainment instituted by a third pa1ty related to use of
the Premises under this Agreement; or (iv) is required to defend itself against any action or
defense prosecuted by Anschutz Entertainment arising out of use or occupancy of the Premises
which does not result in a final judgment in favor of Anschutz Entertainment. Fees and costs of
defense incurred by the Owner Parties shall be reimbursed within thirty days of invoice if
judgment is rendered against Anschutz Entertainment. Amounts incurred by the Owner Parties,
not reimbursed within thirty days will bear interest at a rate of 1-1/2% per month.
Section 6.10
Choice of Law; Venue
This Agreement shall be interpreted according to the laws of the State of Colorado, and venue
for any action regarding this Agreement shall lie in the District Court located in Chaffee County,
Colorado. The parties waiving their right to trial by jury, waiving any right to appeal, and with
the decision of the trial court being final and binding.
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Section 6.11
No Rights Acquired
No rights will be acquired under this Agreement until the following have been provided to City
in forms acceptable to it:
(a)
An original of this Agreement executed by Anschutz Entertainment.
(b)
Certificates of insurance and photocopies of endorsements and proof of security
deposits.
(c)
Proof of payment of all fees which are required to be paid in advance.
Section 6.12
Entire Agreement
This Agreement and its Exhibits constitute an entire and integrated agreement and supersede all
the terms and conditions of any prior agreement, negotiations or representations, written or oral,
between the parties. This Agreement may not be modified, except in writing, signed by the
parties. The Parties agree and represent that each party has had an opportunity to review this
Agreement and otherwise obtain independent representation with respect to the review and
negotiation of this Agreement. Accordingly, the Parties waive any presumption or inference
under law in favor or for the benefit of a non-drafting.
Section 6.13
Effective Date
The Effective Date of this Agreement is the date the Agreement is executed by the last party to
do so.
Section 6.14
Exceptions to Termination
The terms and provisions contained in this Agreement that by their sense and context are
intended to survive the performance or termination of this Agreement will survive the
completion of performance and termination of this Agreement, including without limitation the
making of any and all payments due hereunder; any provision of this Agreement pertaining to
insurance, indemnification, compensation, governing law and venue, and warranties and
representations.
Section 6.15
Tabor Savings Clause
If and to the extent this Agreement constitutes a multiple fiscal year debt or financial obligation
of the City, it will be subject to annual appropriation pursuant to the legal authority governing
each of the Parties and pursuant to Article X, Section 20 of the Colorado Constitution. The
Parties will have no obligation to continue the portions of this Agreement affected by this
provision in any fiscal year in which no such appropriation is made.
Signature page follows immediately
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IN WITNESS WEREOF, the parties have caused this Agreement to be executed by their duly
authorized officers, and their corporate seals to be hereunto fixed this ___ day of ____________,
20__.
City of Salida, Colorado
By:
________________________________
Jim Dickson, its Mayor
ATTEST:
____________________________
Christian Samora, its Deputy City Clerk
Salida Natural Resource Center Development Corp
By:
Keith Baker, its President
ATTEST:
Dara MacDonald, its Secretary
Anschutz Entertainment Group, Inc., a Colorado
corporation
By:
____________________________________
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Name: ____________________________________
Title: ____________________________________
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