HomeMy WebLinkAboutbocc.con.082.2008CONTRACT #~ g
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AN RESOLUTION APPROVING
THE LEASE AGREEMENT BETWEEN
PITKIN COUNTY, COLORADO AND ASPEN VALLEY HOSPITAL
FOR OFFICE SPACE AT THE
SCHULTZ HEALTH & HUMAN SERVICES BUILDING
Resolution Oaf- ~a~~
RECITALS
Pitkin County is the owner of the property known as the Michael W.
Schultz Health and Human Services Building, located at 0405 Castle
Creek Road, Aspen, Colorado.
2. Aspen Valley Hospital desires to lease a portion of the Building,
specifically the former detox space most recently occupied by Alpine
Legal Services.
3. The Pitkin County Board of County Commissioners wants to be as
cooperative as possible with Aspen Valley Hospital in accommodating
their space needs during their remodel and renovation.
4. The County desires to approve a lease of this space to Aspen Valley
Hospital on the following general terms and conditions:
a. Term: January 1, 2008 -December 31, 2008. The term shall
be for no longer than twelve (12) months. Upon completion of
the term Aspen Valley Hospital will move out and Pitkin
County Commissioners will determine an appropriate future
use.
h. "total Rent for the twelve months will be $7,344.00 payable in
mondily payments of $612.00. Aspen Valley Hospital will also
be required to pay a security deposit of $1,000 as well as Last
Month's rent of $612.00 prior to occupancy. Monthly rent
payments are to be made by the first of each month.
c. Use of premises: hospital administrative office space (Aspen
Valley Hospital is responsible for assuring that its proposed
use complies with applicable zoning.)
d. Utilities are included in the annual lease price. Pitkin County
will provide water, natural gas, sanitation, electricity and U~ash
pick up. Aspen Valley Hospital will provide its own phone and
data system and regular office cleaning.
e. Aspen Valley Hospital will provide all tenant finish and
maintenance to the space including painting, carpet repair,
erection of temporary walls or whatever it takes to create a
functional office space. Aspen Valley Hospital will seek
written consent for alterations or improvements to the space
from the Pitkin County Asset Manager and will obtain any
2
necessary permits from the City of Aspen prior to commencing
any work. The County Health & Human Services Director will
be responsible for assuring Aspen Valley Hospital's
compliance with the Lease.
£ The Lease will include such other terms and conditions as the
County Attorney requires for a lease of County property.
5 . The County desires to delegate signature authority on behalf of Pitkin County to
Nan Sundeen, Director of Health & Human Services, provided that the form of the
lease is first approved and signed by the County Attorney
NOW, THEREFORE BE IT RESOLVED by the Board of County Commissioners
of Pitkin County, Colorado,
SECTION 1.
The Pitkin County Commissioners approves the leasing of office space as outlined
at 0405 Castle Creek Road, Aspen, CO, to Aspen Valley Hospital under the
general terms and conditions described in paragraph 4 above; provided that before
Aspen Valley Hospital takes possession of the premises, the terms and conditions
are incorporated into a written Lease Agreement, the form of which is approved
and signed by the County Attorney; and
2. Delegates to Nan Sundeen, Director of Health & Human Services, the authority
to sign the Lease on behalf of Pitkin County, following approval and signature of
the County Attorney.
SECTION 2:
This resolution shall not have any effect on existing litigation and shall not
operate as an abatement of any action or proceeding now pending under or by virtue of
the ordinazices released or amended as herein provided, and the same shall be construed
and concluded under such prior ordinances.
SECTION 3:
If any section, subsection, sentence, clause, phrase or portion of this resolution is
for any reason held invalid or unconstitutional in a court of competent jurisdiction, such
portion shall be deemed a separate, distinct and independent provision and shall not affect
the validity of the remaining portions thereof.
SECTION 4:
INTRODUCED, FIRST READ, AND S~T FOR PUBLICt HEARING AT TI IE
REGULAR MEETING ON THE ~ DAY OP Cc va 2008.
NOTI~E OF PUBLIC HEARING PUBLISHED IN THE ASPEN TIMES WEEKLY
ON CAN.L IIYU ~3 2d/its
~~
INTRODUCED, READ AND ADOPTF,D ON Itu u~ 3 , 2008.
*PUBLISHED BY TITLE AND S#IOjtT SUMMARY, AFTER ADOPTION, IN THE
ASPEN TIMES WEEKLY ON Yl,,((~~/du vN 3 , 2008.
ATTEST:
APPROVED AS TO FORM:
<: __. _.
S
John Ely
County Attorney
BOARD OF COUNTY COMMISSIONERS OF
PITKIN COUN/TY, COLORADO
BY: ~-' 6;:1~~ ~1~~~ :~'
'Jack Hatfield, C}~irmui
Date: //1'/ `~ //~
MANAGER APPR9VAL:
//, / ,
Hilary Fl ld~lter
Cowtty Manager
RECOMMENDED FOR ADOPTION:
5 7 '~
Nancy N. Sunde rr ~~
Dircctor of Health & Human Services
CONTRACT #Fl
LEASE AGREEMENT BETWEEN
THE COUNTY OF PITHIN, STATE OF COLORADO
AND ASPEN VALLEY HOSPITAL
~~ I~
THIS LEASE AGREEMENT IS MADE AND ENTERED INTO February k, 2008, by
and between the Board of County Commissioners of Pitkin County, Colorado, whose address is
530 East Main Street, 3`d Floor, Aspen, Colorado 81611, (hereinafter refereed to as "Landlord"),
and Aspen Valley Hospital whose address is 401 Castle Creek Road, Aspen, Colorado 81611
(hereinafter referred to as "Tenant").
ARTICLE I
GRANT AND TERM
1.1 Lease Grant. In consideration of the mutual covenants herein and the rental to be
paid hereunder, Landlord grants to Tenant a lease of the premises situated in the Schultz Health
and Human Services Building described as mezzanine level of the Schultz Health and Human
Services Building, 0405 Castle Creek Road, Aspen, CO 81611 ("Premises"), consisting of
approximately 386 square feet, subject to utility and other easements in place and of record or as
reasonable required to service the Premises and subject to all encumbrances of record.
Tenant hereby expressly acknowledges that is has carefully examined the
Premises. Tenant has found the condition thereof satisfactory for all purposes and intended uses
hereunder, and that Tenant accepts the same in its present state and condition, AS IS, without
reliance of any kind on any representations of Landlord with respect thereto all of which are
hereby disclaimed by Landlord.
I L l li
1.2 Base Term. This lease shall commence at 12:01 a.m. on February,Y, 2008,
(Commencement Date") and expire at 12:00 p.m. on December 31, 2008 ("term"), unless earlier
terminated under the provisions hereof. Upon full execution of this Lease, payment of the
S1,000 security deposit and required rentals, and compliance with insurance requirements hereof,
Tenant shall be allowed possession of the Premises.
1.3 No Partnership of Joint Venture. Nothing contained in this Lease shall create a
partnership or joint venture as between Landlord and Tenant or render Landlord in any way
responsible for the debts or losses, of Tenant, it being the express intention that the relationship
of the parties shall be at all times that of Landlord and Tenant. All moneys payable to Landlord
under this Lease; shall be due, payable and collectible as Rent, and Landlord shall have all the
rights with respect to the collection thereof as are given under the terms and conditions of this
Lease or under Colorado law with respect to the payment.
ARTICLE II
RENT
2.1 Rent. "Rent" hereunder shall be $612.00 per month for the term of the lease
(based on $19 per square foot). Tenant shall pay February 2008 rent of $612.00 plus a $1,000.00
security deposit and $612.00 to cover the last month's rent on execution of this lease. Monthly
Rent is payable in advance on or before the first of each and every calendaz month during the
term hereof without prior demand to Boazd of County Commissioners, c/o Pitkin County
Treasurer, 506 East Main Street, Aspen, Colorado 81611. Monthly Rent is late if received after
the third of each month and late chazges of $150.00 per day shall be charged on late payments
retroactive to the first of the month. This is a net lease; and Rent shall be paid without notice,
demand, setoff, counterclaim, deduction, or defense and, except as otherwise expressly provided
herein, without abatement or suspension. It is the intention of the parties hereto that the
obligations of Tenant hereunder shall be separate and that the Rent shall continue to be payable
in all events and that the obligations of Tenant hereunder shall continue unaffected, unless the
requirements to pay or perform the same shall have been terminated pursuant to express
provisions of this Lease.
2.2 Maintenance. Tenant agrees to maintain the property in an equal or better
condition as at the time of commencement of tenancy.
2.3 Utilities. Utilities are included in the annual ]ease price. Landlord will provide
water, propane, natural gas, electric current, trash removal from the dumpster, sewer charges and
any other utilities used on the Premises from and after the commencement of the teen hereof.
ARTICLE III
POSSESSION AND USE
3. I Operation of Business. Tenant agrees to and shall occupy and use or cause the
Premises to be used for the purposes of office use and a clerical or bookkeeping nature with a
expectation of typical office electrical use. Premises will not be used for patient care, patient
examinations, visitation, or retail use. Premises will not be used for laboratory or testing
facilities. Premises will not be used for storage of supplies or waste material. The general public
will not use premises.
Tenant agrees to have Aspen Valley Hospital staff park on the Hospital campus whenever
possible and to help coordinate parking on overflow days. Tenant shall not use or permit the
Premises to be used for any other purpose without first obtaining Landlord's written consent.
a. Comnliance With Laws. Tenant shall during the entire term of this Lease comply
with, observe and perform all requirements of law and ordinances, including timely payment of
sales, withholding FICA, personal property, workers' compensation and unemployment
insurance taxes and payments and shall maintain all required licenses applicable to the Premises
or the use thereof, whether now or hereafter made by any governmental authority, will upon
request during the term hereof provide to Landlord copies of all such tax, and will indemnify the
Landlord against all losses suffered by reason of any suits, actions, claims or damages by
whomsoever brought or made, by reason, of the non-compliance, non-observance of non-
performance by Tenant of said laws, ordinances, regulations, orders or required licenses or this
covenant.
b. Local Laws. Tenant shall have the sole responsibility to obtain all local
government regulatory permits or approvals for the occupancy and use of the Premises under this
lease.
3.2 Restrictions on Use.
a. Nuisance. Tenant shall not use or permit the use of the Premises in any manner
that will create a nuisance or disturb other occupants of the building or properties adjacent
thereto.
b. Common Areas. Landlord hereby grants to Tenant the right to use the Common
Areas, as hereinafter defined, subject to the following conditions:
(l) Tenant's right to use the Common Areas shall terminate upon the
termination of this lease by lapse of time or otherwise.
(2) Tenant shall make no use of the Common Areas which shall interfere in
any way with use of the Common Areas by others.
(3) Subject to the provisions hereof, Landlord shall have the right from time
to time to change the location or character of and to make alternations of
or additions to the Common Areas, to repair and reconstruct the Common
Areas, and to do any such other acts in and to the common Areas as it may
deem desirable to improve the convenience thereof.
The "Common Areas" as used herein shall mean and refer to those portions of the
building and property including, without limitation, driveways, entrances, landscaped areas, and
sidewalks not contained in the Premises; public and common restrooms in the building; and any
other facilities made available by Landlord from time to time for common use by Tenant and
Landlord's customers, licensees, and invitees, as they may from time to time exist during the
Lease term. Landlord shall retain the right to prevent the acquisition of public rights in such
azeas. The Common Areas shall be maintained and operated in good, clean, and orderly
condition. The manner to which Common Areas shall be maintained and operated and the
expenditures therefore shall be at the sole discretion of the Landlord.
c. Hazardous Materials. Tenant covenants and agrees not to suffer, permit,
introduce, or maintain any substances or materials which are considered at any time during the
term of this Lease or any renewal to be hazardous or toxic under any federal, state of local laws,
rules, or regulations. Tenant shall indemnify, defend and hold Landlord harmless against any and
all loss, cost, or damages of any nature whatsoever (including without limitation costs and
attorney and professional fees) arising out of the introduction of any hazardous materials on or to
the building or the Premises by or on behalf of Tenant, its contractors, agents, or employees,
including without limitation, the cost of removing such hazardous materials.
d. Trash. All gazbage and refuse shall be kept in closed containers which do not emit
odors as specified by Landlord and shall be placed outside of the Premises, prepazed for
collection in the manner and at the times and places specified by Landlord.
e. Temperature. Tenant shall keep the Premises at a temperature compatible with
comfortable occupancy during business hours and at all times sufficiently high to prevent
freezing of water pipes or fixtures. The plumbing facilities and systems of the building shall not
be used for any purpose; other than that for which they were constructed, and no foreign
substance of any kind shall be thrown into the sewer system.
f. Utilities. Tenant will not overload or abuse the electrical wiring, plumbing,
floors, walls or structures serving the building and will install at Tenant's expense any additional
electrical wiring which may be required in connection with any of Tenant's uses, improvements
or fixtures, Landlord may have an electrical engineer analyze the Tenant's loads on the system
and adequacy of service and if found deficient may give Tenant notice to upgrade the service.
Tenant shall comply with such notice within ten days. Tenant will not allow water to leak onto
or through floors or walls. Tenant further agrees that Tenant will not install or use any equipment
or fixture which will exceed or overload the capacity of any utility system, and any equipment or
fixture is installed by Tenant shall require additional utility facilities, the same shall be installed
and maintained at Tenant's expense in accordance with plans and specifications which shall be
approved by Landlord in writing before installation.
g. Clean Condition. The Premises and every part thereof shall be kept by Tenant in
a neat, orderly and clean condition. Tenant shall take no action that would jeopardize Landlord's
title to the Premises or jeopardize the value of the Premises or the building.
h. Antennae. No communications antennae or dish shall be erected on the roof or
outside of the Premises without first obtaining Landlord's written consent.
i. Sien. Tenant shall provide adequate signage on the exterior and interior of the
property but shall not alter the exterior of the Premises and shall not install or affix any sign
without obtaining the prior express written consent of Landlord and in complying in all respects
with the standards set for such signs by Landlord.
j. Li tin .Tenant shall not install in, on, or about the Premises any exterior
lighting or use in, on or about the Premises any advertising medium or other device which may
be heazd or experienced outside the Premises, including but not limited to flashing lights,
flashlights, loudspeakers, tapes, CD's or phonograph records or radio broadcasts, awnings, or any
change to the exterior of the building without first having obtained Landlord's written consent.
k. Surfaces and Walls. Tenant shall not deface, gouge, mark, paint, stain, drill or
otherwise alter the surfaces and walls inside or outside of the Premises or any of the support
columns without the prior specific written approval of Landlord. Tenant shall repair any damage
to the surfaces or support columns caused by Tenant.
1. Notice. In the event Tenant is in violation of any of the foregoing restrictions on
use. Landlord may give Tenant notice to correct the violation, failing which, Landlord may have
such violation corrected and assess a penalty of $500.00 plus all costs of correcting such
violation against Tenant as Additional Rent to be paid the first of the month following notice of
such assessment. Landlord shall not be liable to Tenant for any claim of damages for correcting
such violation.
ARTICLE IV
CONSTRUC TI ON-ALTERATION S-REPAIRS
4.1 Alteration at Tenant's Expense. Tenant agrees to accept the property in its present
condition, as is, without calling upon Landlord to make any other expenditures or to perform any
work for the preparation of the Premises for Tenant's use, provided that it will be delivered clean
with the existing plumbing, heating and electrical systems functioning and in good repair. Tenant
shall, at its own cost and expense, make any necessary alterations and installations in the
Premises required for Tenant's business, using a contractor or contractors who shall have been
approved in writing by Landlord (Pitkin County Assets Division -Temple Glassier, 970-920-
5211), which approval shall not to be unreasonably withheld. Tenant will comply at its own
expense with all present and future governmental requirements such as zoning approvals,
Americans With Disabilities Act requirements, building permits, in connection with or
necessitated by such alterations or Tenant's use thereof.
4.2 Preconditions. Prior to commencing any work or installing any fixtures or
equipment. Tenant shall comply with the following preconditions.
a. Approval of Plans. Tenant shall submit the plans and specifications for such
alterations to Landlord for written approval. Such approval will not be unreasonably withheld
and the request for approval shall be responded to within five business days after receipt by
Landlord of such plans. All work to be done by Tenant shall be performed in a workmanlike
manner in strict accordance with the approved plans and specifications without any deviation
therefrom, unless such deviation is also first approved in writing by Landlord. In the event of any
construction which is a material deviation from any approved plans in violation hereof, Landlord
shall have the right to demand construction be immediately stopped, and, if construction
continues 24 hours after such notice, Landlord may dispossess Tenant, lock and secure the
Premises and cause all work to cease until there is compliance with this provision.
b. Permits. Tenant shall obtain the necessary consents, authorizations and licenses
from federal, state and municipal authorities having jurisdiction over the work to be done; and no
work shall be started or equipment installed unless and until all such necessary consents,
authorizations and licenses shall have first been duly obtained by the Tenant or its contractor or
other persons doing the work or installing the equipment on behalf of Tenant. Tenant shall
reimburse Landlord for any expenses incurred on account of the failure by Tenant to comply
with any such requirements; and any expenses so incun•ed by Landlord as aforesaid shall be
deemed Additional Rent under this Lease and due and payable by Tenant to Landlord on the first
day of the month immediately following the payment of the same by Landlord.
c. Contract - Copv to Landlord. Tenant shall enter into contracts with contractors
and persons who will do the work and install the equipment referred to, which contract will
provide that the work shall be done in a good workmanlike manner in accordance with the
approved plans and specifications and permits and licenses previously obtained and which
contract shall provide that the contractor or other persons above referred to will look solely to
Tenant for payment and will hold Landlord and the property free from all liens and claims of all
persons furnishing labor or materials therefore, or both, and will also require that similar waivers
of the right to file liens shall be obtained from subcontractors or material men. A copy of the
contract and evidence of its recording with the county clerk together with a duly executed waiver
of the right to file liens executed by the contractor or other persons above referred to shall be
furnished to Landlord prior to beginning work.
d. Insurance - Copy to Landlord. Tenant or any contractor or subcontractors
employed by Tenant or any other persons who will do the work or install the equipment as
aforesaid shall be fully covered by workers' compensation insurance, and a copy of the
certificate thereof shall be furnished to Landlord before commencement of any work by any such
contractor or persons as aforesaid. Tenant covenants and agrees to indemnify and hold Landlord
harmless from any and all claims for personal injury, death or property damage occasioned
during the progress or as a result of any or all of the work done as aforesaid in or about the
Premises or the building.
4.3 Mechanics Lien: Notice. Tenant shall keep the Premises and the building free and
cleaz of all mechanics, material men's and other liens on account of work done for Tenant.
Tenant shall indemnify Landlord against liability, loss, damage, costs or expenses, including
attorney fees, on account of claims of lien of laborers or material men or others for work
performed for or materials or supplies famished to Tenant. If Tenant shall desire to contest any
claim or lien, Tenant shall furnish to Landlord security of a cash deposit with Landlord of 20%
of the amount of the claim, plus estimated costs and interest, conditioned on the discharge of the
lien or a corporate surety bond meeting requirements of the applicable statutes sufficient to
discharge any lien. If a final judgment establishing the validity of a lien is entered, Tenant shall
pay and satisfy the same at once. If Tenant shall be in default in paying any charge for which a
mechanic's lien claim or suit to foreclose the lien has been recorded or filed and shall not have
given Landlord security as aforesaid, Landlord may (but without being required to do so) pay
said lien or claim and any costs, and the amount so paid, together with reasonable attomey fees
and costs and expenses incurred by Landlord in connection therewith shall be immediately due
and owing from Tenant to Landlord with interest at the rate of 20% per annum from the dates of
Landlord's payments. Should any claims of lien be filed against the Premises or the building or
any action affecting the title thereto be commenced, Tenant shall give Landlord written notice
thereof as soon as possible. During any such work, Landlord shall have the right to post and keep
posted upon the premises notices that Landlord's interest in the Premises should not be subject to
any lien for such work done. Landlord hereby designates Tenant as its agent for the sole purpose
of posting in a conspicuous place upon the Premises a notice containing the following language,
which Tenant shall be required to post prior to commencement of any work:
Notice. The interest of Landlord of these premises, Board of County Commissioners of
Pitkin County, and the building and lands upon which it is situated shall not be subject to any
lien for work done or materials or equipment supplied by any contractor or other person for
Tenant's improvements pursuant to this Notice and § 38-22 105(2), C.R.S.
4.4 Tenant to Compensate Landlord for Insurance Increase. Tenant shall pay upon
demand as additional rent hereunder any increase in Landlord's insurance premium, which
results solely and directly on account of Landlord's endorsements covering the risk during work
9
or upon completion of such alterations or improvements or as a result of subsequent use of the
premises by Tenant.
4.5 Tenant's Maintenance and Renair Obli ag lion. Tenant agrees, during the term
hereof, and at Tenant's expense, to maintain the interior of the Premises in good condition and
promptly and diligently repair any damage to every part thereof including walls, partitions,
doors, door jambs, closets, door hardwaze, fixtures, glass, floors, ceilings, railings, banisters,
plumbing lines and fixtures, electric lines and fixtures, gas lines and fixtures, heating and any
other items and services associated with the Premises, except such damage as is attributable to
the negligence or the act or omission of Landlord, to promptly and diligently repair any damage
to other premises in the building attributable to the negligence or the act or omission of Tenant,
or Tenant's employees, guests, or invitees, to maintain and promptly and diligently repair,
improve or remodel the interior of the Premises to meet requirements of any governmental
authority having jurisdiction thereof, and maintain in good condition and promptly and diligently
repair any damage to (or replace if necessary in the circumstances) any trade fixtures installed in
or attached to the Premises. In the event of default by Tenant for failure to perform Tenant's
repair and maintenance obligations. Landlord shall have the right, but not the obligation, to
perform such work as Landlord deems necessary; and all such costs shall be payable by Tenant
on demand as Additional Rent hereunder due on the first day of the following month. Landlord
shall have no responsibility for damage caused through defects or malfunctions of equipment
operated by another tenant. Tenant agrees to make repairs or compensate any other tenant of
Landlord for damages caused such tenant by the negligence or act or omission of Tenant or
Tenant's employees.
4.6 Landlord's Repair Obligation.
a. With respect to Landlord's repair obligations hereunder, if the damage to the Premises
or the building, as the case maybe, is covered by standazd fire and extended coverage insurance
and exceeds 50% of the then replacement cost of the Premises or the building, as the case maybe
(excluding foundation and excavation costs), or if the damage to the Premises or the building is
not covered by such insurance or if the damage is such that the Premises or building, as the case
maybe, cannot reasonably be repaired or reconstructed within a period of 90 days, Landlord may
(but without any obligation to do so) elect to repair or reconstruct the same, in which event this
Lease shall continue in full force and effect, or Landlord may elect not to repair or reconstruct
the same, in which event this Lease shall terminate. In any such event, Landlord shall give
written notice to Tenant of Landlord's intention within 60 days from the date of destruction; and,
if Landlord shall elect to repair or reconstruct the Premises or the building, as the case may be,
Landlord shall exercise diligence in commencing the work and in prosecuting the same to
completion. Tenant shall not be entitled to damages from Landlord in the event of damage or
destruction of the Premises or said building, by reason of leaking of any water or sewer pipes, or
neglect of other tenants, or water coming through the ceiling, or gas or electrical problems or for
interruption of services or any inconvenience or loss of business or property sustained by Tenant
unless such loss is attributable to the negligence or the intentional net or omission of Landlord.
b. Tenant's Monthly Rent obligation hereunder shall abate during any period
Landlord's repair obligation exists and when the Premises are so damaged as to be unusable by
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Tenant, unless the damage was caused by Tenant or Tenant's employees, agents, guests or
invitees, in which case the rental oblige ion shall continue.
ARTICLE V
TRADE FIXTURES
5.1 Landlord's Furniture, Fixtures and Eauipment. Landlord is the owner of all
attached furniture, fixtures and equipment on the Premises as of the commencement date. These
fixtures are and shall remain the property of Landlord (the "FF&E"). Tenant covenants it will
maintain, repair and/or replace (with items of equal or better quality) any of such FF&E so that,
at the expiration or earlier termination of this Lease, Tenant shall return to Landlord all FF&E
which are part of the initial inventory or qualifying replacements in good condition subject to
normal wear.
5.2 No Warranties by Landlord. Landlord, not being the manufacturer of the FF&E or
manufacturer's agent, MAKES NO WARRANTY OR REPRESENTATION, EITHER
EXPRESS OR IMPLIED, WITH RESPECT TO, AMONG OTHER THINGS, FITNESS,
QUALITY, DESIGN, CONDITION, CAPACITY, SUITABILITY, MERCHANTABILITY, OR
PERFORMANCE OF THE FF&E OR OF THE MATERIAL OR WORKMANSHII'
THEREOF, IT BEING AGREED THAT THE FF&E IS LEASED "AS IS" AND THAT ALL
SUCH RISKS, AS BETWEEN LANDLORD AND TENANT, ARE TO BE BORNE BY
TENANT AT iTS SOLE RISK. Landlord shall not be liable to Tenant for any liability, loss, or
damage caused or alleged to be caused directly or indirectly by the FF&E, by any inadequacy of
or defect therein or by any incident in connection therewith, Tenant, accordingly, agrees not to
assert any claim whatsoever against Landlord based thereon. Tenant further agrees, regardless of
cause, not to assert any claim whatsoever against Landlord for loss of anticipatory profits or
consequential damages. No oral agreement, guazantee, promise, condition, representation, or
warranty shall be binding.
5.3 Surrender of Premises; Treatment of Tenant's Alterations at Expiration or
Termination of Lease. Upon termination of this Lease or termination of Tenant's possession
rights in the Leased Premises, Tenant shall promptly deliver possession thereof to Landlord. All
alterations, additions, improvement's, partitions, flooring, carpeting, plumbing fixtures, shelving
and other fixtures (excepting Tenant's trade fixtures which can be removed without material
damage to the Leased Premises, which shall remain the property of Tenant provided Tenant
completely repairs such damage), which maybe made or installed by Tenant upon the Leased
Premises during the term of this Lease and which in any manner are attached to the floors, walls,
windows, or ceilings, shall become the property of the Landlord upon the expiration or other
termination of this Lease or of Tenant's possessory rights hereunder. In all other respects, Tenant
shall return the Premises to Landlord in their original condition existing at the commencement of
this Lease. Tenant agrees to return the Premises to the same office configuration (walls,
partitions, doors, etc.) as when delivered to Tenant at the commencement of the lease. Tenant
agrees to perform the work to return the Premises to the configuration employing professional
contractor services, and to perform the work prior to the termination of the lease. Landlord shall
notify Tenant 60 days prior to the expiration of the lease for enforcement of this provision.
ARTICLE VI
INSURANCE
6.1 Liability and Comnrehensive Insurance. Tenant shall maintain comprehensive all
risks casualty, public liability and property damage insurance (at replacement values), with
responsible insurance companies licensed to conduct business in Colorado and acceptable to
Landlord which will insure Landlord and Tenant against liability for bodily injury, loss of life, or
other injury, with limitations in amounts deemed reasonable by Landlord, and shall name
landlord and, at Landlord's option, Landlord's mortgagee as an additional insured with respect to
each such policy. General liability insurance for renters shall be maintained at a minimum limit
of $1,000,000.00 per each occurrence and $3,000,000.00 as a general aggregate limit.
a. Copies of such policies shall be promptly delivered to the Landlord upon issuance
thereof; and, as often as any such policy or policies shall expire or terminate, renewal or
additional policies shall be procured and maintained by Tenant and copies promptly famished to
Landlord. The policies shall provide for aten-day advance written notice to Landlord in the
event of cancellation or material change in coverage or 20 days' advance notice of cancellation
for nonpayment. To the maximum extent permitted by the insurance policies owned by Landlord
and Tenant, the parties hereto for their mutual benefit waive any and all rights of subrogation,
which might otherwise exist. If Tenant fails to comply with this paragraph, Landlord shall have
the right to obtain the said insurance and pay the premiums therefor; and, in such event, the
entire amount of such premium shall be immediately paid by Tenant to Landlord upon demand
and as Additional Rent hereunder.
b. EVIDENCE OF INSURANCE SHOULD BE SENT TO:
Pitkin County Community Relations
c/o Susan Berdahl
0405 Castle Creek Road, Suite 7
Aspen CO 81611
6.2 Indemnification of Landlord. Tenant agrees to indemnify Landlord against all
demands, claims, causes of action, and any expenses (including attorney fees) incurred in
resisting such claims, for injury to person, loss of life or damage to property occurring during the
term of this Lease or any extension thereof and (a) occurring on the Premises and arising out of
Tenant's use and occupancy thereof or (b) occurring outside the Premises if caused by the act,
omission or neglect of Tenant or the employees, agents, contractors, licensees, guests, invites, or
subtenants thereof. Tenant further shall investigate, process, respond to, adjust, provide defense
for and defend, pay or settle all claims, demands, or lawsuits related hereto at its sole expense
and shall beaz all other costs and expenses related thereto, even if the claim, demand or lawsuit is
groundless, false or fraudulent.
6.3 Fire Insurance. Landlord shall insure the office against fire and other damage to
the building for the leased space. During the term hereof and any extension thereof, Tenant shall,
at its expense, maintain in full force and effect on all of the trade fixtures, interior famishing,
wall and floor coverings and inventory in the Premises a policy of fire, theft and malicious
/0'
mischief insurance coverage with standazd extended coverage endorsement to the extent of
replacement cost value naming Landlord as an additional insured party. Tenant shall provide
copies of such policy and any renewals and extensions thereof to Landlord promptly upon
issuance. As long as this Lease is in effect, the proceeds from any such policy shall be used for
the repair or replacement of the trade fixtures and inventory so insured.
6.4 Waiver of Subroeation. Anything in this Lease to the contrary notwithstanding,
neither Landlord nor Tenant shall be liable to the other for any business interruption or any loss
or damage to property occurring on the Premises or the building or in any manner growing out of
or connected with Tenant's use and occupation of the building or the condition thereof caused by
the negligence or fault of Landlord or Tenant or of their respective agents, employees,
subtenants, licensees, or assignees to the extent that such business interruption or loss or damage
to property is coverable by a standazd all-risk or special form policy (including, at a minimum,
fire and extended coverage insurance) or a business interruption policy (regardless of whether
such insurance is carried or not) or for which such party is otherwise reimbursed; and Landlord
and Tenant each waive all right of recovery against the other, its agents, employees, subtenants,
licensees, and assignees for any such loss or for damage to the property of the waiving party.
Each of the pazties shall notify its respective insurance carrier that the foregoing waiver is
contained in this Lease and shall require such carrier to include an appropriate waiver of
subrogation provision in its policies.
6.5 Tenant agrecs to indemnify and save Landlord harmless against any and from any
and all claims, damages, costs and as a result of Tenant's actions, negligent or intentional.
ARTICLE VII
UTILITIES
7. I Sunnlied to Premises. Landlord shall pay for costs of supplying utilities to the
Premises, except for any additional telephone or data lines required by Tenant (which shall be
paid for by Tenant).
7.2 Interruption of Services. Landlord shall not be liable to Tenant in damages or
otherwise; (i) if any utility shall become unavailable from any public utility company, public
authority, or any other person or entity (including Landlord) supplying or distributing such utility
or (ii) for any interruption in any utility service caused by the making of any necessary repairs or
by any cause beyond Landlord's reasonable control or enforcement of the provisions of this
paragraph, and the same shall not constitute a termination of this Lease or an eviction of Tenant.
Landlord shall use reasonable efforts to attempt to schedule any necessary repairs during times
when Tenant is not open for business.
7.3 Notice. Tenant agrees to notify promptly the Landlord or its representative of any
accidents or defects in the Premises of which Tenant becomes aware, including defects in pipes,
electric wiring, and heating or ventilation equipment. In addition, Tenant shall provide Landlord
with prompt notification of any matter or condition of the Premises that may cause injury or
damage to the building or any person or property therein.
to ~3
ARTICLE VIII
DEFAULTS
8.1 Tenant's Default. Each of the following events shall be deemed an "event of
default" or a "default" hereunder if not cured within the time allowed by Paragraph 8.2 hereof.
a. Monetary Default. Any breach of or failure to pay Rent due or other monetary
amounts due hereunder if not paid within five (5) days of the date due.
b. Other Oblieations. Any failure of Tenant to perform any other obligation
hereunder.
c. Seizure. Seizure of this Lease or the Premises by execution or other process of
law directed against Tenant and not dischazged within ten days.
d. Abandonment or Failure to Occupy. Tenant shall vacate (except for temporazy
closures expressly permitted under the Lease) or abandon the Premises provided that, except as
otherwise specifically allowed hereunder. Tenant shall be deemed to have abandoned the
Premises, in the event Tenant fails to operate its business therein for five consecutive business
days (unless due to causes beyond Tenant's reasonable control). Tenant shall fail to take
possession of the Premises within five days of commencement hereof.
e. Assiptment or Transfer. This Lease or the estate of Tenant hereunder shall be
transferred to or shall pass to or devolve upon any other person or party except as expressly
consented to by Landlord in the manner herein provided.
f. Failure to pay Debts. Tenant, generally fails to pay its debts as they become due.
g. I11eQa1 Activity. Tenant shall not at any time, knowingly suffer or knowingly
permit any illegal activity on or use of the Premises by Tenant, its subtenants, licensees, agents
or employees.
8.2 Right to Cure. Tenant shall have a period often (10) business days after written
notice is sent from Landlord to cure any failure to pay any Rent or monetary amount due under
the Lease. Tenant shall have a period often (] 0) business days after written notice of the failure
to perform or observe any other (non-monetary) term, condition, covenant or agreement of
Tenant under this Lease to cure such failure or, if the failure cannot by exercise of reasonable
diligence be remedied within ten (10) business days after written notice of the failure is delivered
to Tenant, Tenant fails to commence efforts to cure the failure within ten (10) business days after
written notice of the failure is delivered to Tenant, or if Tenant commences its efforts to cure but
thereafter fails to diligently pursue al] action reasonably necessary to cure the failure, or if
Tenant fails actually to cure the failure in all respects within 30 days following delivery of
written notice of the failure to Tenant.
8.3 Landlord's Rialtts. Should Tenant at any time be in default in the performance of
any of its covenants herein and fail to cure such default within the time periods allowed by
11 I y
Paragraph 8.2 above. Tenant's right to possession of the Premises shall automatically terminate.
Upon the termination of Tenant's possessory rights in the Leased Premises pursuant to the
preceding sentence, the Tenant shall peacefully surrender the Premises to the Landlord. In
addition to any and all other rights or remedies of Landlord provided herein or by law, Landlord,
at its option, upon the occurrence of any event of default and at any time thereafter while such
event of default continues, shall have the following rights.
a. Rieht to Terminate. To declaze by written notice to Tenant the term of this Lease
ended on the date of such notice or any later date specified therein, to take possession of the
Premises, to exclude Tenant from the Premises, and to remove all persons from the Premises.
After Landlord declares the term ended as provided herein, Tenant shall have no further claim or
right to possession of the Premises although Tenant's obligation and liability to pay Rent as
described below in Paragraph 8.4.a. shall survive such termination.
b. Rieht to Reenter Without Terminatine. To reentc the Premises and exclude
Tenant therefrom without notice and without declaring the Lease ended, to occupy or let the
whole or any part thereof for and on account of Tenant and upon such terms (which may be for a
term of less than or extending beyond the term of this Lease) and upon such conditions and for
such rent as Landlord may obtain, and to collect the rent or any other rent that may thereafter
become payable and apply the same toward the expenses of such reletting and any other damages
sustained by Landlord and toward the Rent due or thereafter to become due from Tenant.
Landlord shall not be deemed to have terminated this Lease by such reentry or by any
remodeling or reconstruction of the Premises after such reentry in contemplation of reletting the
same or any part thereof or by any action in unlawful detainer or otherwise to obtain possession
of the Premises unless Landlord shall have notified Tenant in writing that it has so elected to
terminate this Lease. In the event of any entry or taking of possession of the Premises as
aforesaid, Landlord shall have the right, but not the obligation, to remove therefrom all or any
part of the personal property located therein.
c. Right to Terminate After Reentry. Even though Landlord may have occupied or
relet the premises under the immediately foregoing Paragraph 8.3 b., Landlord may elect
thereafter to terminate this Lease and all of the rights of Tenant in or to the Premises and
thereupon to proceed under Paragraph 8.3 a. above.
8.4 Remedies; Damaees.
a. On Termination. In the event Landlord terminates, the Tenant's right to possession
of the Premises pursuant to Paragraph 8.3 a. above. Landlord shall not be required to delay suit
or claim against Tenant for damages and Landlord shall not be required to bring multiple suits or
claims for damages as Rent becomes due and payable. At Landlord's option, Tenant shall, upon
termination, pay to Landlord (and Landlord may bring suit for recovery of), as liquidated
damages, all amounts due as Rent or otherwise to the date of such termination, the security
deposit hereunder, plus the present-value worth, at the time of such termination, of the excess, if
any, of the amount of Rent and other sums due hereunder agreed to be paid for the balance of the
term over the then reasonable rental value of the Premises for the same period (discounted to
present value at an annual rate equal to the Discount Rate then being chazged by the Board of
12 ~J
Governors of the federal Reserve), which damages the parties agree in such circumstance are
proportionate to the Landlord's loss. The rentals then being received from reletting, if any, shall
be deemed to be conclusive evidence of the reasonable rental value of the Premises.
b. On Reentry. In the event Landlord does not elect to terminate this Lease but,
instead, elects to take possession as provided in Paragraph 8.3 b. above, Tenant shall pay to
Landlord all Rent and other sums due hereunder as of the date of such reentry and as would be
payable if Landlord had not taken possession of the Premises, less the net proceeds, if any, of
resetting the Premises after deducting all of Landlord's expenses associated with such reletting
and associated with Tenant's default. Landlord shall not be required to delay suit or claim against
Tenant for damages until expiration of the term of this Lease, and Landlord may bring multiple
suits or claims for damages from time to time on one or more occasions.
c. Other Damages. In any case of default, Landlord shall be entitled to payment
from Tenant, as damages, all of Landlord's expenses and costs associated with each event of
default, including, but not limited to, all attorney fees (whether or not any litigation is filed) all
repossession expenses, (including any costs of removing, storing or otherwise disposing of
Tenant's or any other occupant's property), broker's commissions, expenses of employees
working on repossession or reletting the Premises, all reasonable alteration and repair costs for
reletting, and any other expenses associated with Tenant's default, repossession of the Premises
or reletting the Premises.
8.5 Landlord's Lien. To secure the payment of all Rent and other sums of money due
and to become due hereunder and the faithful performance of this Lease by Tenant, Tenant
hereby grants to Landlord an express first and prior contract lien and security interest on all
tangible property belonging to Tenant (including fixtures, equipment, furniture, furnishings, and
other chattels, but excluding inventory and merchandise) which may be placed in the Premises
and also upon all proceeds of any insurance which may accrue to Tenant by reason of destruction
of or damage to any such property. Such property shall not be removed from the Premises by
Tenant, its agents or assigns, without the prior written consent of Landlord until all arrearages in
Rent and other sums of money then due to Landlord hereunder shall first have been paid. All
exemption laws are hereby waived in favor of said lien and security interest. The provisions of
this Paragraph shall constitute a security agreement under the Uniform Commercial Code. This
lien and security interest is given in addition to any statutory lien to which Landlord is entitled
and shall be cumulative thereto upon the occurrence of am event of default. This lien may be
foreclosed with or without court proceedings by public or private sale provided Landlord gives
Tenant at least ten days' notice of the time and place of said sale; and Landlord shall have the
right to become the purchaser, upon being the highest bidder at such sale.
8.6 Property Left on Premises. Any property of Tenant or of anyone claiming under,
by or through Tenant which is left on the Premises more than 15 days after expiration of the term
of the Lease or termination of possessory rights shall be conclusively deemed abandoned; and
Landlord may keep, use, remove, store, sell, destroy, discard, or otherwise deal with it in
Landlord's absolute discretion without liability of any sort to Tenant or anyone claiming under,
by or through Tenant.
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ARTICLE IX
ASSIGNMENT OR SUBLETTING
9.1 Landlord's Consent to Assignment Required. Tenant shall not transfer, assign,
sublet, mortgage, encumber, or hypothecate this Lease or Tenant's interest in and to the
Premises, or any part thereof without first procuring the written consent of Landlord. Any
assignment or sublet applicant shall be equally or more qualified financially to perform the
obligations of this lease. Any attempted transfer, without required consent, shall be void and
shall constitute a default by Tenant under this Lease. In the event of an approved assignment,
such transferee, assignee, sublessee or mortgagee shall agree in writing for the benefit of the
Landlord to assume, to be bound by and to perform Tenant's obligations under the terms,
covenants and conditions of this Lease upon any such assignment. Tenant shall remain liable to
Landlord as a principal and not merely as a surety for the full performance of the obligations of
the Tenant hereunder. The granting of a management contract, concession or license to any
person, firm or corporation to operate in or use in any manner, any portion of the Premises shall
be deemed a subletting. Prohibition on assignment and subletting of this Lease, except as
specifically excepted herein, includes a prohibition on any assignment which would otherwise
occur by operation of law, merger, consolidation, reorganization, transfer or other change of
Tenant's capital structure or ownership, in whole or in part, and to an assignment to or by a
receiver or trustee in any federal or state bankruptcy, insolvency, or similar proceeding.
9.2 No Waiver. Consent by Tenant to any one assignment or sublease shall not
constitute a waiver with respect to any further assignments or subleases. Landlord, in approving
any assignment or sublease, shall be entitled to consider among other things the financial
capability of the assignee or sublessee and compatibility of the proposed use with other uses in
the building. If Tenant shall purport in violation hereof to assign this Lease or sublet all or any
portion of the Premises or permit any person or persons other than Tenant to occupy the
premises, Landlord may collect rent from the person or persons then occupying the premises and
apply the net amount collected to any damages or the rent reserved herein, but no such collection
shall be deemed a waiver of this Article or the acceptance by Landlord of such purported
assignees or subleases of Tenant or occupant or the release of Tenant of the further performance
by Tenant of covenants of Tenant herein.
ARTICLE X
GENERAL PROVISIONS
10.1 Successors to Landlord. The term "Landlord" herein shall be limited to mean and
include only the owner or owners at the time in question of the fee interest in the building; and,
in the event of any transfers of the title to such fee, Landlord herein named (and, in the case of
any subsequent transfers or conveyances, grantor) shall be automatically freed and relieved, from
and after the date of such transfer or conveyance, of all liability as respects the performance of
any covenants or obligations on the part of Landlord contained in this Lease thereafter to he
performed, provided transferee shall in such assignment agree to assume and perform Landlord's
obligations hereunder and provided that any funds in the hands of landlord or the then grantor at
the time of such transfer, in which Tenant has an interest, shall be delivered to the grantee, it
being intended hereby that the covenants and obligations contained in this Lease on the part of
14
Landlord shall be binding on Landlord, its successors and assigns, only during and in respect to
their respective successive periods of ownership of the fee.
10.2 Subordination to Mortgage. This Lease and all right of title Tenant hereunder are
and shall be subject and subordinate to the lien of any and all mortgages or consolidated
mortgage or mortgages which may now or hereafter affect the Premises or building or any part
thereof and to all renewals, modifications, consolidations, replacements and extensions thereof,
provided that any such mortgage placed upon the Premises shall provide that, as long as there
shall be no event of default outstanding in any of the terms, conditions, covenants or agreements
of this Lease on the part of the Tenant to be performed, the leasehold estate of the Tenant created
hereby shall be undisturbed by any foreclosure of such mortgage. Tenant agrees to execute such
instruments as may reasonably be requested by any beneficiary or mortgagee to evidence and
make a record of the fact that this Lease is to be inferior to any such deed of trust or mortgage as
well as provide copies of any financial statements which maybe requested from time to time by
any such beneficiary or mortgagee.
10.3 Subdivision. Landlord reserves the right, without the consent of the Tenant, to
execute and record such declarations, restrictive covenants, maps or other documents or
amendments or supplements thereto for the purpose of subdividing or re-subdividing the building
containing the Premises into separate units and common elements pursuant to the Colorado
Common Interest Ownership Act, provided that the Landlord's right as declazant and owner
thereof shall be subject and subordinate to the possessory and other tights of the Tenant to the
Premises under this Lease.
10.4 Accord and Satisfaction. No payment by Tenant or receipt by Landlord of a lesser
amount than the Rent due hereunder shall be deemed to be other than on account of the earliest
rent due and payable hereunder. Any endorsement or statement accompanying or inserted upon
any check or payment as rent shall not be deemed an accord and satisfaction, and Landlord may
accept any such check or payment without prejudice to Landlord's rights to recover the balance
of such rent or pursue any other remedy provided in this Lease or at law or in equity.
10.5 Non-Waiver. Failure of Landlord to require strict performance of any covenant or
condition shall not be deemed a waiver of such covenant or condition as to that or any
subsequent failure. One or more waivers of any breach of any covenant or condition by Landlord
shall not be construed as a waiver of a subsequent breach of the same or any other covenant or
condition, and the consent or approval by Landlord to or of any act by Tenant requiring
Landlord's consent or approval shall not be deemed to waive or render unnecessary Landlord's
consent or approval to or of any subsequent similar or dissimilar act by Tenant. The acceptance
of rent hereunder by Landlord shall not constitute a waiver of any preceding breach by Tenant of
any term, covenant, or condition of this Lease other than the failure of Tenant to pay the
particular rental so accepted, regardless of Landlord's knowledge of such preceding breach at the
time of acceptance of such rent. No waiver of any provision of this Lease shall be effective
unless it is in writing and signed by Landlord.
10.6 Estoppel Certificates. Tenant agrees at any time and from time to time, upon ten
days' prior request by Landlord, to execute, acknowledge, and deliver to Landlord a statement in
15 / (~
writing certifying that this Lease is unmodified and in full force and effect (or, if there have been
modifications, that the same is in full force and effect as modified and stating the modifications),
and the dates to which the Rent and other charges have been paid in advance, if any, and
confirming Tenant's acceptance of the Premises, the commencement of the Lease term, and the
Rent provided under the Lease, and any ether affirmations or certifications reasonably requested
by Landlord with the intent that the statement delivered, may be relied upon by any prospective
purchaser, mortgagee, or assignee of any mortgagee of the building or the Premises.
10.7 Indemnification of Landlord. Throughout the term of this Lease, Tenant
indemnifies Landlord and saves Landlord harmless from and against any and all claims, actions
or damages or liability or expense in the loss of life, personal injury, and damage to property
arising from or out of any occurrence in, upon, or at the Premises, or the occupancy or use by
Tenant of the Premises or any part thereof, or occasioned wholly or in part by any act or
omission of Tenant, its officers, agents, contractors, servants, customers, invitees, or permittees.
Tn case Landlord shall be made a party to any litigation commenced by or against Tenant, then
Tenant shall fully protect and hold Landlord harmless and pay all costs including travel cost,
expenses, and reasonable attorney fees incurred or paid by Landlord in connection with such
litigation, plus a fee of $100.00 per hour for Landlord's time in defense thereof (unless Landlord
is joined because of wrongful acts of Landlord).
10.8 Attorney Fees. Reasonable costs and attorney fees and other expenses incurred by
the Landlord in obtaining legal advice, preparing notices or demands or otherwise enforcing any
provision of this Lease by reason of a default by the Tenant or by anyone holding under Tenant
in complying with any requirement of this Lease shall be paid by Tenant as Additional Rent
within three days of notice of the amount thereof. All attorney fees incurred by the Landlord by
reason of any action that Landlord shall institute or be made a party because of this Lease (unless
Landlord is joined because of acts of Landlord determined by such litigation to be wrongful)
shall be awarded to Landlord.
10.9 Tnterest. Without affecting any of Landlord's rights hereunder, any sum provided
for herein accruing to Landlord under the provisions of this Lease other than monthly rent which
shall not be paid when due shall bear interest at the rate of 10% per annum from the date of an
event of default until paid in full.
10.10 Recordine. Tenant shall not record or permit the recordation of this Lease or any
assignment, sublease, license, grant of concession, mortgage or any other document evidencing
the transfer or hypothecation of all or any part of this Lease or Tenant's interest in the Premises
without in each instance having received the prior written consent of Landlord. Landlord may
file or record this Lease or any of the documents related to this Lease or a summary of some or
all of the provisions hereof at any time without Tenant's consent.
10.11 Notices. Wherever in this Lease it shall be required or permitted that notice or
demand be given or served by either party to this Lease on the other, such notice or demand shall
be given or served in writing and either personally served at or forwarded by certified mail to the
following addresses and shall be deemed effective upon personal service or deposit as certified
mail.
]6 /~
To Landlord: Board of County Commissioners
of Pitkin County
C/O Nan Sundeen
530 East Main Street
Aspen, Colorado 81611
With a Copy To: John M. Ely, Esq.
Pitkin County Attorney's Office
530 East Main, Suite 302
Aspen, Colorado 81611
To Tenant: John Schied
Operations Director
Aspen Valley Hospital
0401 Castle Creek Road
Aspen, Colorado 81611
With a Copy To: General Counsel
Aspen Valley Hospital
0401 Castle Creek Road
Aspen, Colorado 81611
Either party may change such address from time to time by written notice given as herein
above provided.
10.12 Additional. The specified remedies to which Landlord or Tenant may resort under
the terms of this Lease are cumulative and not exclusive of other lawful remedies in case of any
breach or threatened breach by either of any provision of this Lease. In addition to the other
remedies in this Lease provided, Landlord shall be entitled to the restraint by injunction of the
violation or attempted or threatened violation of any of the covenants, conditions or provisions of
this Lease.
10.13 Holdin¢ Over. Any holding over after the expiration of the term hereof shall be
construed to be a tenancy from month to month with the Fixed Monthly Rent at 150% of the rent
herein provided for the last month of the term or any extension of the term hereof and which
tenancy shall otherwise be on the conditions herein specified except that Landlord shall have the
right to terminate such tenancy at the end of any calendaz month upon ten days' advance written
notice.
10.14 Covenant of Ouiet Enioyment. So long as the Tenant is not in default or breach
hereunder, the Landlord covenants that the Tenant shall peaceably and quietly occupy and enjoy
the Leased Premises subject to the terms hereof. The Landlord warrants and agrees to defend the
title to the Premises and further warrants that it has full authority to execute this Lease.
10.15 Severability. The terms, conditions, covenants, and provisions of this Lease shall
be deemed to be severable. If any provision contained herein shall be determined to be invalid by
~0
a court of competent jurisdiction or by operation of any applicable law, it shall not affect the
validity of any other clause or provision herein.
10.16 Entry-bv Landlord. Landlord and his authorized agents, employees, attorneys and
contractors shall be entitled, at all reasonable times (and in emergencies at all times), to enter the
Premises to inspect the same or determine compliance herewith and shall have all such rights as
may enable Landlord promptly, efficiently and economically to carry on any work or repair,
reconstruction, or restoration, to which Landlord is obligated hereunder. Tenant waives any
claims for damages for business interference, inconvenience or loss of quiet enjoyment or other
loss occasioned by such entry and repairs unless such repairs were occasioned by the negligence
or intentional acts of Landlord. Landlord and his authorized representatives shall have the right
to enter the Premises at times other than Tenant's business hours to exhibit the Premises to
perspective purchasers, lenders, or tenants. Landlord agrees to provide Tenant with reasonable
prior notice, whenever he deems it necessary to enter. Landlord shall at all times have and retain
a key with which to unlock all of the doors in, on, or about the Premises. Tenant may not change
the locks on the Premises without Landlord's prior written approval; and, upon such approval
Landlord shall be provided a key to any changed locks. Landlord shall have [he right to use any
and all means which Landlord may deem proper to open doors in and to the Premises in an
emergency in order to obtain entry to the Premises. Any entry to the Premises obtained by
Landlord by any means shall not under any circumstances be construed or deemed to be a
forcible or unlawful entry into or a detainer of the Premises, or an eviction, actual or constructive
of Tenant from the Premises, or any portion thereof, nor shall any such entry entitle Tenant to
damages or an abatement of rent or other charges, which this Lease requires Tenant to pay.
10.17 Binding Effect. This Lease and al] agreements herein contained shall bind the
parties hereto. Each term and each provision of this Lease shall be construed as and shall have the
same force and effect as though made in the form of a covenant. The parties covenant that the
signatory to this lease has the authority to sign on behalf of the principal.
10.18 Countemarts. This Lease may be executed in counterparts and with facsimile
signatures which taken together shall be one document. The parties shall deliver original signed
copies within seven days of facsimile transmission of their signatures.
10.19 Governine Law. This Lease shall be construed in accordance with the laws of the
State of Colorado. The parties agree to submit to the personal Jurisdiction of the State of
Colorado in connection with any action or proceeding relating to this Lease or the Premises. The
parties expressly acknowledge and agree that venue of any action shall be in Pitkin County,
Colorado.
10.20 Time of Essence. Time is of the essence for all obligations in this Lease.
10.21 Tenant's Authority. Tenant shall not be construed as or have any authority to act
as the agent of Landlord concerning the Premises. Tenant shall have no authority to surrender,
waive, compromise, alter or convey any of Landlord's rights in the Premises.
18 ~~
10.22 Headings. The headings and captions contained in this Lease aze inserted for
convenience of reference only and are not to be deemed part of, or to be used as an aid in
construing, this Lease.
10.23 Survival. All of the representations, warranties, and covenants in this Lease shall
survive the expiration or termination of this Lease.
10.24 Entire agreement. This Lease covers in full each and every agreement of every
kind and nature whatsoever between the parties hereto concerning the Premises, and all
preliminary negotiations and agreements of whatever kind or nature are merged herein. Landlord
has made no representations or promises whatsoever with respect to the Premises and/or the
building except those contained herein; and no other person, firm or corporation has, at any time,
had any authority from Landlord to make any representations or promises on behalf of Landlord;
and Tenant expressly agrees that, if any such representations or promises have been made by
others, Tenant hereby waives all right to rely thereon. No verbal agreement or implied covenant
shall be held to vary the provisions hereof, any statute, law or custom to the contrary
notwithstanding.
10.25 Waiver ofJury Trial. Landlord and Tenant waive any right to a trial by ajury of
any dispute related to this Lease.
10.26 Force Majeure. In the event that the Landlord or the Tenant shall be delayed or
hindered or prevented from the performance of any act required hereunder, by reason of
governmental restrictions, scarcity of labor or materials, strikes, or for reasons beyond such
party's control, the performance of such act shall be excused for the period of delay; and the
period for the performance of any such act shall be extended for the period necessary to complete
performance after the end of the period of such delay.
10.27 Americans With Disabilities Act. Tenant hereby agrees to indemnify Landlord, its
officers, directors, agents and employees and hold Landlord, its officers, directors, agents and
employees harmless from and against any and all claims, losses, damages, liabilities, fines,
penalties, charges, administrative and judicial proceedings and orders, judgments, remedial action
requirements, enforcement actions of any kind, and all costs and expenses incurred in connection
therewith (including but not limited to attorney fees and expenses), arising directly or indirectly, in
whole or in pari, out of any alleged noncompliance of the Premises with Title III of the Americans
with Disabilities Act of 1990, 42 U.S.C. §§ 12101, et. seq. (the "ADA"), Tenant shall keep and
maintain the Leased Premises in compliance with and shall not cause or permit the Leased Premises
to be in violation of the ADA. Tenant immediately advise Landlord in writing of (i) any and all
enforcement, remedial, removal or other govemmenta] or regulatory actions instituted, completed or
threatened pursuant to the ADA, and (ii) all claims made or threatened by any third party against
Tenant or the Leased Premises relating to damage, contribution, loss, or injury resulting from any
alleged violation of the ADA. Land]ord shall have the right to join and participate in, as a party if it
go elects, any legal proceedings or actions initiated in connection with any alleged violation of the
ADA and to have its reasonable attorney fees in connection therewith paid by Tenant. Without
Landlord's prior written consent, which shall not be unreasonably withheld. Tenant shall not take
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any remedial action in response to any alleged violation of the ADA or enter into any settlement
agreement, consent decree or other compromise in respect to any alleged violation of the ADA.
ARTICLE XI
SECURITY DEPOSIT
11.1 Security Deposit. Tenant shall deposit the sum of $1,000.00 as security deposit
with Landlord for security against damages to the leased premises, and for the performance of
Tenant's obligations under this lease. If the premises are delivered to Landlord in the same
condition, save normal wear and tear, as when leased by Tenant, Landlord shall return the
security deposit to Tenant within 30 days of the termination of the lease.
za ~ 3
IN WITNESS WHEREOF, the Landlord and Tenant have duly executed this Lease on
the day and year first above written.
TENANTS:
Aspen Valley Hospital
C ,~-; .
JehrrSehied~' Date
Operations Director-
Aspen Valley Hospital
0401 Castle Creek Road
Aspen, CO 8] 611
le.rrv~ Col~le~s
L' ~c~
LANDLORD:
Board of County Commissioners of Pitkin County
~' ~C -/ ,i
i
"~>K BY: o ~ ~~n~
Nancy Sundeen Date
Health & Human Services Director
Pitkin County
530 East Main Street
Aspen, CO 81611
APPROVED AS TO FORM
1~.,~' ~ • ~ y ~ ~~
By:
Hilary Fletche , 'ounty Manager Date
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~~
(Notarization''.)
State of Colorado )
ss.
County of Pitk in County )
The foregoing instmment was subscribed, sworn and acknowledged before me
this day of 200Sk; by Nancy Sundeen, Health & Human Services Director, as
agent for Landlord. 8 ~:~
Witness my hlmd & official seal.
My commission expires:
State ofColoiado )
ss.
County of Pitlcin )
Notary Public
The foregoing instrument was subscribed, sworn and acknowledged before me
this day of ; rr-;., ,~. 2004; by~Tl'' -e , . ~- tG~ of Aspen
Valley Hospitalas'lenartt. ~ ~>R- `
Witness my hand & official seal.
My commission expires: MY commission expires Aug. 31, 2010 ,,// `
Notary Public
PEfRONEL A STRIJ60S-ARTHUR
Nol;uy Public
Stair of Colorado
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