HomeMy WebLinkAbout11835RESOLUTION NO. 11835
A RESOLUTION APPROVING AN AGREEMENT
BETWEEN THE CITY OF PUEBLO, A MUNICIPAL
CORPORATION, ACTING BY AND THROUGH ITS HONOR
FARM PROPERTIES ENTERPRISE, AND THE
SOUTHERN COLORADO QUARTER MIDGET RACING
ASSOCIATION RELATING TO THE USE OF THE
QUARTER MIDGET PREMISES AT PUEBLO
MOTORSPORTS PARK AND AUTHORIZING THE
PRESIDENT OF CITY COUNCIL TO EXECUTE SAME
BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that:
SECTION 1
The Agreement dated March 22, 2010, between City of Pueblo acting by and
through its Honor Farm Properties Enterprise and Southern Colorado Quarter Midget
Racing Association (SCQMA) relating to the use of the Quarter Midget Premises on a
portion of the Honor Farm Properties, a copy of which is attached hereto and having
been approved as to form by the City Attorney, is hereby approved.
SECTION 2
The President of the City Council is hereby authorized and directed to execute
said Agreement for and on behalf of the City and the City Clerk is directed to attest
same and affix the Seal of the City thereto.
INTRODUCED: March 22, 2010
BY: Vera Ortegon
COUNCILPERSON
APPROVED:
FtE51DENT CF CITY CC) UNCIL
ATTESTED BY:
GIB' Y CLERK
PUEBLw
Background Paper for Proposed
RESOLUTION
DATE: March 22, 2010 AGENDA ITEM # M -3
DEPARTMENT: OFFICE OF THE CITY MANAGER
JERRY M. PACHECO, CITY MANAGER
JENNY M. EICKELMAN, ASSISTANT CITY MANAGER
TITLE
A RESOLUTION APPROVING AN AGREEMENT BETWEEN THE CITY OF PUEBLO,
A MUNICIPAL CORPORATION, ACTING BY AND THROUGH ITS HONOR FARM
PROPERTIES ENTERPRISE, AND THE SOUTHERN COLORADO QUARTER
MIDGET RACING ASSOCIATION RELATING TO THE USE OF THE QUARTER
MIDGET PREMISES AT PUEBLO MOTORSPORTS PARK AND AUTHORIZING THE
PRESIDENT OF CITY COUNCIL TO EXECUTE SAME
ISSUE
Should the City Council approve an Agreement with Southern Colorado Quarter Midget
Racing Association (SCQMA) for the purpose of holding Quarter Midget motorsports
events during the period March 22, 2010, through December 31, 2011, with the option
to renew the Agreement for an additional two years, at Pueblo Motorsports Park located
within the Honor Farm Properties?
Approval of the Resolution.
BACKGROUND
SCQMA has been permitted to make improvements to a portion of the Honor Farm
Properties and to conduct Quarter Midget motorsports events at Pueblo Motorsports
Park since 1978 without an official Agreement with the City. During this time, SCQMA,
at its sole expense, has made significant improvements to the property, including the
installation of an approved quarter midget oval track, timing tower, restroom /shower
facilities, scale building, and other facilities important to the operation of Quarter Midget
events. SCQMA maintains the Quarter Midget Premises with no assistance from the
City. SCQMA desires to continue its operations for at least the next two years. City
Administration and SCQMA have negotiated an Agreement for the use of the Quarter
Midget Premises and Shared Premises for this purpose. This Resolution will approve
an Agreement between the City and SCQMA.
FINANCIAL IMPACT
None.
RENTAL AGREEMENT BETWEEN THE CITY OF PUEBLO
AND THE SOUTHERN COLORADO QUARTER MIDGET RACING ASSOCIATION
FOR THE QUARTER MIDGET PREMISES AT PUEBLO MOTORSPORTS PARK
This Agreement ( "Agreement ") is entered into this 22nd day of March 2010, by and
between the City of Pueblo, a Municipal Corporation, acting by and through its Honor Farm
Properties Enterprise ( "City "), and the Southern Colorado Quarter Midget Association, a
Colorado Non - profit Association ( "SCQMA ").
RECITALS
A. SCQMA represents that it is experienced in operating a quarter midget track.
B. The City owns and operates the Pueblo Motorsports Park ( "PMP ") located at
3733 North Pueblo Boulevard, Pueblo, Colorado at the facility sometimes known as the "Pueblo
Honor Farm."
C. SCQMA wishes to rent certain specific facilities at PMP from the City to conduct
quarter midget racing events in accordance with the terms and conditions set forth
in this Agreement.
D. SCQMA's operations at the Quarter Midget Premises provide the City with
substantial value in the form of wholesome recreation for youth, the erection and
maintenance of buildings at the Quarter Midget Premises which benefit the public
in general and the other motorsports activities at PMP, and the operation of the
Quarter Midget Premises at zero costs to the City.
In consideration of the foregoing recitals, and the terms, conditions set forth herein, the
Parties agree as follows:
TERMS AND CONDITIONS
1. QUARTER MIDGET PREMISES. The Quarter Midget Premises consist of the
Quarter Midget Track, Quarter Midget Tower, scale building, covered starting area,
storage /mechanic shop, and the immediate surrounding grounds.
2. SHARED PREMISES. The Shared Premises consist of the following facilities at PMP:
Parking Lots, Cafe, Cafe Bathrooms, Quarter Midget Bathrooms and Showers, Tech Building,
Front Gate Ticket Building, Front Gate Office, and all roads providing access to these places and
to the Quarter Midget Premises.
3. USE OF QUARTER MIDGET PREMISES. SCQMA may use the Quarter Midget
Premises for racing quarter midget automobiles ( "SCQMA Events ") and the storage of vehicles
and equipment necessary to operate, supply, and maintain the Quarter Midget Premises for such
Events. SCQMA shall not use the Quarter Midget Premises for any other purposes without first
obtaining the written consent of the City. Specifically, SCQMA shall not use the Quarter Midget
Premises for dirt oval track racing, roadcourse open lapping, drag racing, motocross, or bicycle
motocross.
4. ACCESS AND USE OF PREMISES.
(a) SCQMA may occupy, possess, and use the Quarter Midget Premises for quarter
midget events and related activities and storage of vehicles and equipment necessary to operate,
supply, and maintain the Quarter Midget Premises for these purposes.
(b) SCQMA shall not use the Quarter Midget Premises for any other purposes without
first obtaining the written consent of the City. Specifically, SCQMA shall not use the Quarter
Midget Premises for motocross racing, automobile driving instruction, drag racing, or bicycle
motocross. Violation of this provision is a material breach of this Agreement.
5. SCHEDULING SCQMA EVENTS. Prior to the first scheduled event of each year,
SCQMA shall provide the City's representative at PMP a schedule of events for that calendar
year. SCQMA shall notify the City's representative at PMP at least 7 days prior to the beginning
of any additional Events that are to occur throughout the calendar year. The City shall have
absolute discretion in accepting or refusing scheduling of events, but shall not unreasonably deny
the scheduling of events without just cause. SCQMA shall meet with the City annually for the
purpose of updating the City on SCQMA operations.
6. ADJACENT PREMISES. The City may enter into agreements with other parties
( "Other Renters ") to rent nearby and adjacent premises at the PMP to Other Renters for private
and public events, including but not limited to the motocross track, the Oval Track, Drag Strip,
and the Open Lapping Track. These areas are not part of the Quarter Midget Premises and
SCQMA has no right to enter, use or occupy these areas without the consent of the Other Renters
who hold leasehold or rental agreements on these areas. Use, occupancy, and events at these
nearby and adjacent facilities may occur at any time during the term of this Agreement. The
occupancy, use, and events at these nearby and adjacent premises by the Other Renters and their
employees, contractors, customers and guests shall not be considered a trespass or a breach of
any tern or covenant under this Agreement.
7. USE OF SHARED PREMISES. SCQMA and its employees, contractors, customers
and guests may access and use the Shared Premises in common with the Other Renters and their
employees, contractors, customers and guests for purposes reasonably related to the uses of the
Quarter Midget Premises permitted under this Agreement. The use of the Shared Premises by
the Other Renters and their employees, contractors, customers and guests, shall not be considered
a trespass or a breach of any right or covenant under this Agreement. SCQMA shall comply
with any reasonable rules and regulations that the City may promulgate to coordinate and
facilitate cooperative use of the Shared Premises.
S. CITY'S RIGHT TO ACCESS PREMISES. The City and its employees, contractors,
vendors, licensees, and others may access the Quarter Midget Premises and Shared Premises at
any time, and such access and use shall not be considered a trespass or a breach of any right or
covenant under this Agreement. As a courtesy, City shall attempt to notify SCQMA at least 24
hours in advance before accessing the Quarter Midget Premises unescorted. In the event of an
2
emergency, City may attempt to notify SCQMA but reserves the right to enter premises without
notification.
9. TERM AND OPTIONS TO RENEW. The term of this Agreement is for the period
March 22, 2010 through December 31, 2011, unless earlier terminated as herein provided.
Provided that SCQMA is not in default of this Agreement, SCQMA shall have the right to renew
this Agreement, upon the same terms and conditions as this Agreement, for two additional terms
of one year each, each such additional term consecutive with and immediately following the
preceding term of this Agreement, by giving notice to City at least 90 days, but no more than 120
days, before the end of the preceding term of this Agreement, stating its intention to renew for an
additional one -year term. Failure to give timely notice shall constitute a waiver of the right to
renew.
10. RENT. SCQMA shall pay the City a rental fee of Zero Dollars ($0.00) per year for each
year during the term of this Agreement.
11 IMPROVEMENTS AND ALTERATIONS TO THE PREMISES. SCQMA shall not
make any changes or alterations to the Quarter Midget Premises or Shared Premises without first
obtaining the written consent of the City.
12. ADDITIONAL SCQMA OBLIGATIONS. SCQMA shall, in addition to other duties
and obligations provided in this Agreement, perform the following obligations:
(a) Operate the Quarter Midget Premises and all Events, and activities thereon, at
SCQMA's sole expense.
(b) Provide all employees, officials and other labor necessary to conduct any Events,
preparation for events, repairs, maintenance or other activities at the Quarter Midget Premises,
except as otherwise provided in this Agreement.
(c) Provide reasonable security for all SCQMA Events.
(d) Notify the City immediately of any accidents, injuries, crimes, or other issues of
importance that occur or exist or that they believe may occur or exist at some time in the future
at the Quarter Midget Premises or Shared Premises.
(e) Use all SCQMA fees and local annual dues exclusively for the operation of the club
and maintenance of the Quarter Midget Premises.
(f) Provide and maintain on -site Material Safety Data Sheets for all chemicals and
products stored or used on site.
(g) Notify the Pueblo Fire Department in the event of any fire or spill of any fuel, oil, or
chemicals anywhere at the Quarter Midget Premises, Shared Premises, or anywhere at PMP.
(h) Comply with the non - discrimination and equal employment requirements under §1 -8-
3, Pueblo Municipal Code.
(i) Provide track clean -up materials to clean up oil, fuel, water, an anti - freeze leaks and
spills.
0) Provide track prep chemicals and applications.
(k) Keep the Quarter Midget Premises and all vehicles, equipment, supplies, buildings,
and fixtures thereon in a clean, safe, orderly, and well maintained condition at all times during
the term of this Agreement.
3
(I) Remove, clean up and remediate all contamination caused by or resulting from the
discharge or spill of fuel and other petroleum products.
(m) Repair any and all damages to the Quarter Midget Premises and Shared Premises
(including without limitation any resources, facilities, or property of City) caused by or
attributable to the activities of SCQMA or its officers, employees, agents, independent
contractors, customers, or guests.
(n) Arrange for and pay, at its sole expense, all utilities for the Quarter Midget Premises.
13. SCQMA CHARGES TO ITS CUSTOMERS. SCQMA may charge reasonable and
non - discriminatory fees for participation and use of the Quarter Midget Premises by their
customers and guests at SCQMA Events. SCQMA shall set and file with the City a fee schedule
annually no later than 10 days prior to the first scheduled Event of the year. On or before
January 31 of the following year, SCQMA shall file with the City a comprehensive financial
statement showing revenues and expenditures for the year as it relates to this Agreement.
14. RELEASE AND WAIVER OF LIABILITY. SCQMA shall obtain any releases or
waivers of liability from persons entering the Premises that SCQMA's insurance carrier may
require, provided that all such releases and waivers of liability shall release the City of Pueblo
and its officers, employees and agents from any and all liability for property damages, personal
injury, and death caused by, related to, or in any way arising from any act or omission by any
person at PMP. SCQMA shall retain these releases or waivers of liability for as long as their
insurance carrier may require. SCQMA shall bear sole responsibility for full compliance with
this Section. Entry into the PMP by any person prior to the execution of any required releases or
waivers shall constitute a material breach of this Agreement by SCQMA.
15. NON - TRANSFERABLE. SCQMA shall not sublease, transfer, or assign to any other
parry this Agreement or any rights hereunder without the prior written consent of City. Any
attempt to sublease, transfer, or assign this Agreement, or any of SCQMA's rights hereunder,
without the prior written consent of City is void and shall constitute a material breach of this
Agreement. In the event of any assignment, sublease or transfer, SCQMA shall not be released
from any responsibility hereunder and shall remain liable and responsible to City for such
sublease, transferee, or assignee and its activities in accordance with the terms and conditions of
this Agreement.
16. PHOTOGRAPHY, VIDEO, TELEVISION, SOUND RECORDINGS, AND FILM
OF EVENTS. Renter may photograph, film, or video tape the Event or any part thereof for
private, free, non - commercial, home exhibition, but shall not sell or license for sale,
reproduction, publication, exhibition, broadcast, or distribution, any image, sound recording,
photograph, video tape, or film of the Event, unless Renter first obtains a separate written
agreement with PMP authorizing such activities. Independent photographers that are not
associated with or in any way contracted with Renter are permitted.
17. USE OF PREMISES SUBJECT TO EASEMENT. SCQMA understands and agrees
that this Agreement and SCQMA's use of the Quarter Midget Premises and Shared Premises is
subject to the conditions and limitations of the Conservation Easement recorded July 2, 2001 as
Reception No. 1390542 in the records of the Pueblo County Clerk and Recorder ( "Easement").
Ell
SCQMA acknowledges receipt of a copy of the Easement. City makes no representation or
warranty that SCQMA's intended use of the Quarter Midget Premises or Shared Premises or the
provisions of this Agreement are approved uses or allowed under the Easement.
18. CERTIFICATE OF INSURANCE. Upon execution of this Agreement but in no event
less than seven (7) days prior to the first SCQMA Event of each year, SCQMA shall provide
City a Certificate of Insurance showing evidence of liability coverage for bodily injury and
property damage including contractual coverage with a combined single limit of not less than
One Million Dollars ($1,000,000.00) per occurrence, with a Five Million ($5,000,000.00) annual
aggregate, and shall be endorsed to add as additional insureds the City of Pueblo and the City of
Pueblo acting by and through its Honor Farm Properties Enterprise and their officers, employees
and agents (collectively, the "Indemnified Parties "). Such policies shall state that the insurance
is primary in coverage to any other insurance which may be available to City. SCQMA shall
have full and sole responsibility for ensuring compliance with this Section, including without
limitation indemnification required under this Agreement. All insurance policies required
hereunder shall provide that such policies not be cancelled or reduced without thirty (30) days'
advance written notice to the Indemnified Parties. Failure or SCQMA to comply with the
provisions of this Section shall constitute a material breach of this Agreement by SCQMA.
Coverage and limits enumerated in this insurance provision represent only the minimum
insurance required by the City, and SCQMA should rely on its expertise to obtain any additional
insurance coverage needed for the City and SCQMA in its performance under this Agreement.
19. SCQMA TO HAVE NO EMPLOYEES OF ANY KIND.
(a) SCQMA represents and warrants that it has no employees of any kind, direct or
indirect, formal or statutory, full -time, part-time, or piece -work, contract, or otherwise at the time
this Agreement is signed and shall not hire, pay, or employ any such person in any form or
manner to perform or provide any product, service, or work of any kind at any time during the
term of this Agreement
(b) SCQMA shall not pay or compensate any person or entity whatsoever for any
product, work, or service performed or delivered at PMP during the term of this Agreement, in
any form whatsoever, including but not limited to compensation in the form of pay, products,
services, discounts, trades, food, lodging, tickets, access, or racing, except as provided in this
Section.
(c) In the event that SCQMA determines that it is necessary for SCQMA to arrange for
any person or entity to perform any work or service of any kind at PMP or deliver any product
of any kind at PMP, whether such person or entity is denominated an employee, an independent
contractor, a day laborer, a delivery person, or any other label, and regardless how and by whom
such person or entity is compensated, SCQMA shall, before permitting any such person or entity
to perform such work or service or deliver such product: (1) notify the City's representative at
PMP in writing that SCQMA wishes to have such person or entity perform such work or service
or deliver such product; (2) provide the City's representative at PMP with a certificate of
insurance showing that the person is covered by a worker's compensation policy; and (3) obtain
written consent from the City's representative at PMP for such person to perform such work or
service or provide such product.
(d) Notwithstanding the foregoing, persons who are members of SCQMA may perform
purely unpaid volunteer work as long as they do not receive compensation of any kind in any
E
form whatsoever, including but not limited to compensation in the form of pay, products,
services, discounts, trades, food, lodging, tickets, access, or racing.
(e) Failure to comply with this Section shall constitute a material breach and default of
this Agreement.
20. INDEMNIFICATION. SCQMA agrees to defend, hold harmless, and indemnify, the
City, the Honor Farm Enterprise, and their officers, employees, contractors, and agents, from any
and all claims, including reasonable attorney's fees and costs, of liability whether by reason of
injury to or death of the person or of damage to the property of another or otherwise arising in
connection with any use of the Quarter Midget Premises and Shared Premises by SCQMA, or
any default or breach of any term of this Agreement by SCQMA, excepting only claims based
solely on the Indemnified Parties' gross negligence, bad faith, or intentional acts. The
Indemnified Parties shall have the right to retain their own counsel, in which case those
reasonable attorney and expert fees and costs shall be covered by SCQMA's indemnification
obligation in this Section. This Section shall survive termination or expiration of this
Agreement.
21. CERTAIN PROVISIONS SURVIVE EXPIRATION OF TERM AND
TERMINATION. The provisions of this Agreement pertaining to insurance, indemnification,
payments to the City, and liability shall survive the expiration of the tern of this Agreement and
termination of this Agreement and continue in effect for a period of five years following the
termination of this Agreement and for such further time as it may take to completely and finally
negotiate, settle, or litigate any claim or suit concerning the same.
22. UNSAFE OR UNLAWFUL CONDUCT. Notwithstanding any provision herein to the
contrary, City or its designee shall have the sole discretion to terminate any activity permitted
hereunder when such action is deemed necessary or appropriate for the safety of lawful users of
the Quarter Midget Premises and Shared Premises, for the protection of PMP or resources,
property or equipment of City, or for the prevention of a violation of any local, state, or federal
law or regulation or the Easement relating to or arising out of the use of the Quarter Midget
Premises or Shared Premises or any activity permitted hereunder.
23. NO REPRESENTATION OR WARRANTY OF CONDITION OR FITNESS. The
Quarter Midget Premises and Shared Premises are provided on an "as is" "with all its faults"
basis, and City makes no representation or warranty as to the condition or fitness of the Quarter
Midget Premises and Shared Premises for SCQMA's Events or for any particular use or purpose.
Accordingly, SCQMA is hereby advised that SCQMA shall be solely responsible for personally
inspecting the Quarter Midget Premises and Shared Premises before execution of this Agreement
and commencement of any Event. SCQMA's commencement of any Event shall constitute an
express acknowledgement by SCQMA that the Quarter Midget Premises and Shared Premises
are safe and adequate for SCQMA's permitted use. SCQMA shall be responsible for all
equipment and facilities located at the Premises, and for adequate safeguards for the protection
of SCQMA, its employees, contractors, agents, representatives, Other Renters, persons engaged
in an SCQMA Event and members of the public admitted to the SCQMA Event or other events
at PMP. Notwithstanding any provision in this Agreement to the contrary or which may be
construed to the contrary, City assumes no obligation or responsibility to keep or maintain the
Quarter Midget Premises and Shared Premises or any track or facility thereon in good and safe
condition, appearance or state of repair, regardless of cause of need for maintenance and repair.
SCQMA's sole remedy if the Quarter Midget Premises and Shared Premises, its tracks or
facilities are not maintained in good and safe condition, appearance, or state of repair, is to
terminate this Agreement.
24. RELATIONSHIP. Nothing in this Agreement is intended to, or shall be deemed to
constitute, a partnership or joint venture between the Parties, or to create any agency or partner
relationship between the Parties. Neither Party shall hold itself out as a partner, joint venture,
agent, or representative of the other under this Agreement.
25. INTELLECTUAL PROPERTY. SCQMA shall not use any name, trademark, service
mark, or logo of City including the name "Pueblo Motorsports Park" or any similar name, for
any purpose, without the prior review of all proposed uses by SCQMA and the expressed prior
written consent of City, as the case may be. Notwithstanding the foregoing, SCQMA may use
the name "Pueblo Motorsports Park" in accurate and truthful advertising solely as a means for
identifying the location of an Event.
26. JURISDICTION AND VENUE. This Agreement and all rights and obligations of the
Parties shall be construed and governed in accordance with the laws of the State of Colorado.
With respect to any claims or litigation associated in any manner with or arising out of this
Agreement, the Parties agree to submit to the exclusive personal jurisdiction of the District Court
in and for Pueblo County, Colorado. Exclusive venue for any such litigation shall be Pueblo
County, Colorado.
27. MINORS. SCQMA shall obtain any releases or waivers of liability from any person
under the age of 18 ( "Minor') and the parent(s) of the Minor entering the Premises that
SCQMA's insurance carrier may require, provided that all such releases and waivers of liability
shall release the City of Pueblo and its officers, employees and agents from any and all liability
for property damages, personal injury, and death caused by, related to, or in any way arising
from any act or omission by any person at PMP. SCQMA shall retain these releases or waivers
of liability for as long as their insurance carrier may require. SCQMA shall bear sole
responsibility for full compliance with this Section. Entry into the PMP by any person prior to
the execution of any required releases or waivers shall constitute a material breach of this
Agreement by SCQMA. These documents must be signed in the presence of SCQMA personnel
and are required before said Minor enters into PMP. SCQMA shall bear sole responsibility for
full compliance with this Section. Entry by any individual prior to the execution of the
Agreements listed above in this Section by the proper party shall constitute a material breach of
this Agreement by SCQMA.
28. CITY'S RIGHT TO REFUSE ACCESS. City may, at City's sole discretion, deny
access to, or remove from, the Quarter Midget Premises and Shared Premises any individual(s)
who are disruptive, fail to obey any lawful order, or fail to comply with any covenant or
provision of this Agreement.
7
29. THIRD PARTIES. Notwithstanding anything in this Agreement to the contrary, SCQMA
agrees that City is not liable or responsible for the acts or omissions of the exclusive vendors,
preferred vendors, security personnel or other third parties made available by or through City.
SCQMA agrees that the Third Parties are independent contractors made available by City solely
for the benefit of and as an accommodation to SCQMA and no contractual, tort or other liability
results from or arises out of City making or failing to make the Third Parties available to
SCQMA.
30. TERMINATION AND DEFAULT. If either parry is in default hereunder, the non-
defaulting party may give written notice describing the default to the defaulting party. If the
defaulting party does not correct such default within twenty (20) days after receipt of said notice,
or if the default cannot be corrected within said 20 -day period and the defaulting party fails to
commence action to correct the default within said 20 -day period and thereafter diligently
pursues corrective action, the non - defaulting party may upon an additional five (5) days' notice
given to the defaulting party terminate this Agreement. Notwithstanding the foregoing, if
SCQMA commits a material breach as defined in this Agreement, City may terminate this
Agreement upon five (5) days' prior written notice to SCQMA specifying the material breach
and the date of termination. Except for accrued rights and liabilities and those covenants and
provisions which survive termination hereunder, upon such termination each party shall be
released from all future duties and obligations hereunder. These remedies shall be in addition to
any other remedies provided in this Agreement.
31. ADDITIONAL DOCUMENTS OR ACTION. The Parties agree to execute any
additional documents or take any additional action that may be necessary to carry out this
Agreement.
32. FORCE MAJEURE. Any delays in or failure of performance by any party of its
obligations under this Agreement shall be excused if such delays or failure are a result of acts of
God, fires, floods, storms, lightning strikes, labor strikes, labor disputes, accidents, regulations or
orders of civil or military authorities, shortages of labor or materials, or other causes, similar or
dissimilar, which are beyond the control of such party.
33. BINDING EFFECT. This Agreement shall inure to the benefit of, and be binding upon,
the Parties, their respective legal representatives, successors, and assigns; provided, however,
that nothing in this paragraph shall be construed to permit the assignment of this Agreement
except as otherwise expressly authorized herein.
34. NOTICES. Any notice required or permitted by this Agreement shall be in writing and
shall be deemed to have been sufficiently given for all purposes if sent by certified mail or
registered mail, postage and fees prepaid, addressed to the party to whom such notice is to be
given at the following address or at such other address as may be subsequently furnished in
writing to the other party:
If to City:
City Manager
City of Pueblo
0
One City Hall Place
Pueblo, CO 81003
With an additional copy to:
City Attorney
City of Pueblo
503 N. Main St. Suite 203
Pueblo, CO 81003
If to SCQMA:
Southern Colorado Quarter Midget Association
P.O. Box 3358
Pueblo, CO 81005
Such notice shall be deemed to have been given when deposited in the regular United States
mail.
35. SECTION CAPTIONS. The captions of the paragraphs are set forth only for the
convenience and reference of the Parties and are not intended in any way to define, limit or
describe the scope or intent of this Agreement.
36. INTEGRATION, SEVERABILITY, AMENDMENT, AND COUNTERPARTS.
This Agreement represents the entire agreement between the Parties and supersedes all prior
discussions and written agreements or understandings. This Agreement may be amended only
by an instrument in writing signed by the Parties. If any provision of this Agreement is held
invalid or unenforceable, no other provision shall be affected by such holding, and all of the
remaining provisions of this Agreement shall continue in full force and effect. This Agreement
may be executed in multiple counterparts, each of which shall be deemed an original, and all of
which together constitute one and the same agreement.
37. NO THIRD PARTY BENEFICIARIES; NO WAIVER OF IMMUNITIES. Nothing
in this Agreement is intended, nor should it be construed, to create any rights, claims, or benefits
or assume any liability for or on behalf of any third party, or to waive any immunities or
limitations conferred under federal or state law, including but not limited to the Colorado
Governmental Immunity Act, § 24 -10 -101 et seq., C.R.S.
38. WAIVER OF BREACH. A waiver by any party to this Agreement of the breach of any
term or provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach by either party.
39. AUTHORITY OF SIGNERS. Each person signing this Agreement on behalf of a party
represents and warrants that he or she has the requisite power and authority to enter into, execute,
and deliver this Agreement on behalf of such party and that this Agreement is a valid and legally
binding obligation of such party enforceable against it in accordance with its terms.
91
40. ATTORNEY'S FEES AND COSTS OF COLLECTION. In the event that it becomes
necessary for the City to bring any action or proceeding to collect unpaid rent, fees or charges, to
enforce any other provision of this Agreement, to recover damages for SCQMA's breach of this
Agreement, or to seek specific performance, the City shall be entitled to collect its reasonable
attorneys fees, costs of suit, and costs of collection as part of the judgment in such action or
proceeding.
DATED this 22nd day of March
ATTEST:
I6 HI)
PUEBLO, A MUNICIPAL CORPORATION
President of City Council
Lawrence W. Atencio
Printed Name:
President of City Council
Title:
ATTEST:
City Cl k
APPROVED AS TO FORM:
Thomas J. Flot aZ el
City Attorney
10
AMENDMENT NO. 2 TO RENTAL AGREEMENT
THIS AMENDMENT NO. 2 TO RENTAL AGREEMENT is made and entered into this
3rd day of April, 2012, between the City of Pueblo, a Municipal Corporation (the "City ") and the
Southern Colorado Quarter Midget Association, a Colorado Non - profit Association
( "SCQMA ").
WHEREAS, City and SCQMA entered into a Rental Agreement dated March 22, 2010
(the "Agreement ") and an Amendment No. 1 to Rental Agreement dated December 30, 2011
extending the term of the Agreement; and
WHEREAS, City and SCQMA desire to further extend the term of the Agreement, in
anticipation of the City and SCQMA executing a new rental agreement within this extended
period.
WHEREAS, this Amendment No. 2 constitutes a "minor amendment" to an agreement
within the meaning of Section 1- 5- 2(2)(f) of the Pueblo Municipal Code, as amended, under
which the City Manager has authority to make minor amendments to contracts without obtaining
the approval of City Council.
NOW, THEREFORE, in consideration of the foregoing and the mutual terms and
conditions set forth herein, the parties agree as follows:
1. Paragraph 9 of the Agreement is amended to read as follows:
"The term of this Agreement is for the period March 22, 2010 through December
30, 2012, unless earlier terminated as herein provided."
2. Except as expressly modified by this Amendment No. 2, the Agreement shall
remain in full force and effect. Except as modified by this Amendment No. 2, any
obligations to be performed under the Agreement by either party are not waived nor
excused in any manner, but shall be performed in accordance with the terms and
conditions of the Agreement as it existed prior to this Amendment No. 2.
IN WITNESS WHEREOF, City and SCQMA have executed this Amendment No. 2 to
Rental Agreement as of the date first written above.
ATTEST: CITY OF PUEBLO, a Municipal
Corporation
A-- By
Cit Jerk Ci y anager (/9c /r''J)
APPROVED AS TO FORM: SCQMA:
By ,;?,,A4
9rt y Attorn
Name: Pau. L SP/ C o LP
Title: P12 ES 1 0 En-7-