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COUNTY CLERK'S
CONTRACT COVERSHEET
CONTRACT #: 067-12A
ORIGINATING DEPARTMENT: Facilities for HHS
PROCUREMENT OFFICER: Jodi Smith PHONE#: 920
PROJECT NAME: Aspen Valley Medical Foundation Lease at Health and Human Services Building(Termination
Letter) CONTRACTOR: Aspen Valley Medical Foundation(dba Aspen Valley Foundation)
DOLLAR AMOUNT: $33,436.36 LINE ITEM# 001.85.00540.84249
CONTRACT EXECUTION DATE: 12/6/2013 CONTRACT END DATE: 1/8/2014
•
AUTOMATIC RENEWAL: ❑ YES ® NO TERM: Ended lease
❑ BOCC AGENDA ITEM (Grants, IGA) ® STAFF AUTHORIZED SIGNATURE
(Requires BOCC Signature) (Per Revised Procurement Code 7/2005)
❑ OVER$50,000 (Requires Section Leader&County Manager's Signature)
✓ CHECK PROCUREMENT TYPE:
❑ None ❑ Informal ❑ Formal ❑ Sole Source ❑ Emergency ❑ Outside Agency/State Bid
❑ Compliance with C.R.S. 8-17-5-101, 102 as amended(Immigration Form) ❑ Exempt
❑ Contract Renewal
✓ CHECK CONTRACT TYPE:
❑ Services/Maintenance ❑ Employment
❑ License/Use ❑ Intergovernmental Agreement(Resolution Required)
❑ Lease ❑ Non-Profit
❑ Construction ❑ Quasi-Public (e.g.-AVH)
❑ Goods, Equipment, Supplies ❑ Grant Agreements(Notify Finance & Resolution Required)
❑ Other(e.g. revenue) ❑ Change Order/Contract Amendment
(C/O: 10%or$25K whichever is the lesser must have County Manager signature)
All Contracts should be proofed and all exhibits and notices must be attached for the following:
✓ ❑ No Pages Missing ✓❑ All Other Blanks Filled In
✓ ❑ If Page Left Intentionally Blank—Note on Page ✓❑ All Exhibits Attached
✓ ❑ Page numbered consecutively ✓❑ All Legal Descriptions attached (if applicable)
✓ ❑ All Original Signatures Affixed ✓❑ Notice of Award/Notice to Proceed Attached (if applicable)
✓ ❑ All Dates Filled In ✓❑ Warranty(if applicable)
✓ ❑ Special Instructions for Finance Department: Terminate In-kind contribution
✓ ❑ Authorized Procurement Officer's Name:
BY CHECKING ABOVE AND ENTERING NAME, THE AUTHORIZED STAFF PERSON INDICATES THAT
THE ATTACHED DOCUMENT HAS BEEN PROOFED AND READY FOR SCANNING.
NOTE: CLERK'S OFFICE WILL KEEP ORIGINAL DOCUMENTS IN COMPLIANCE WITH COLORADO STATE
ARCHIVES RETAINAGE SCHEDULE. ALL ATTACHMENTS MUST BE WITH THIS CHECKLIST!
1pi jT[ IN
CO1JNTl
FACILITIES MANAGEMENT
December 3, 2013
Mark Purnell, M.D.
Chairman of the Board •
Aspen Valley Medical Foundation
P.O. Box 1639
Aspen, CO 81612
LETTER OF AGREEMENT
Dear Dr. Purnell:*
By executing this Letter of Agreement, dated December 3, 2013, both parties hereby agree by mutual
consent to terminate:
Lease Agreement between Aspen Valley Medical Foundation
(dba Aspen Valley Foundation)and Pitkin County,Colorado,
Contract Number 067-12A
effective as of January 8, 2014, as it relates in full to office space in the Michael W. Schultz Health and
Human Services Building at 0405 Castle Creek Road, Aspen, CO (Aspen Valley Hospital Sub Lot: 1
Parcel A, Health & Human Services Bldg., comprising approximately 1,298.50 square feet), and both
parties agree that this is in compliance with the thirty- (30-) day prior written notice requirement in
Paragraph 19 of the Lease Agreement. The individuals executing this Letter of Agreement represent and
warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities.
Any and all property exclusively to the Aspen Valley Foundation has been removed from the premises.
Sincerely,
_acc `Y�. I-V - B X13
Jodi Smith �\ Date
Pitki County Facilities Superintendent
•E• DAN0 D:
/ I2-.4, /3
rk Purnell,M.D. Date
Chairman of the Board
Aspen Valley Medical Foundation
(dba Aspen Valley Foundation)
cc: Board of County Commissioners
Laura C. Makar, Esq.,Assistant Pitkin County Attorney
Pitkin County Facilities Management,485 Rio Grande Place, Unit tot,Aspen,CO 8161i
97o-92o-5396,970-920-5285 fax or email:jodi.smith @co.pitkin.co.us
Ordinance #-eV I -2013
Page CONTRACT 6o2-as/O- 1/
AMENDING ORDINANCE NO. 011-2012 OF THE BOARD OF
COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO
APPROVING THE
LEASE AGREEMENTS WITH THE COMMUNITY NON-PROFIT LESSEES
AND AUTHORIZING THE CHAIRMAN TO EXECUTE LEASE
AGREEMENTS FOR SPACE LOCATED AT THE MICHAEL W SCHULTZ
HEALTH AND HUMAN SERVICES BUILDING
ORDINANCE # 06 9 2013
1. The Board of County Commissioners of Pitkin County (the "County") is the owner of
the premises known as the Michael W. Schultz Health and Human Services Building
(HMS), located at 405 Castle Creek Road, Aspen, Colorado, more fully described as Aspen
Valley Hospital Subdivision Lot 1 Parcel A.
2. The County has provided space as an in-kind contribution to local non-profit entities on
a yearly lease basis since 1992. The County desires to continue this practice with multi-
year lease agreements.
3. The County will continue to provide in-kind contributions to Community Non-Profit
Lessees as described below, for four- (4-) year terms, approved in the Pitkin County budget
process expenditure to Health and Human Services within Pitkin . County Facilities
operations budget.
4. It is in the best interest of both the County and Community Non-Profit lessees, to set forth
the terms for the operation of the Non-Profit agencies on the Premises, subject to certain
agreements by the County and the Community Non-Profit lessees.
5. The terms of the lease are set forth, and the Chair(or Chair's designee) shall be authorized
to sign a lease as approved by the county Attorney.
6. The County supports the Community Non-Profit Lessees for uses that have been
established since 1992 and desires to continue such use by accommodating their space
needs to the greatest extent possible.
7. This Amending Ordinance addresses the termination of one (1) Community Non-Profit
Lease by mutual consent effective December 31, 2012, and amends five (5) other
Community Non-Profit Leases due to space reconfigurations effective January 1, 2013.
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Ordinance 11-00f -2013
Page
NOTICE OF PUBLIC HEARING AND THE FULL TEXT OF THE ORDINANCE POSTED
ON THE OFFICIAL Pt MN COUNTY WEBSITE (www.aspenpitkin.com ) ON THE
loraL DAY OF 0//Ca , 2013.
ADOPTED AFTER FINAL READING AND PUBLIC HEARING ON THE gt DAY
OF , 2013.
PUBLISHED BY TITLE AND SHORT SUMMARY, AFTER ADOPTION, IN THE A5Hei 7/1l:e-5
£- 3 D , 2013. //Y� / /,/ l l- /,f/Q.p/d/y
PpS--• . ci tra ML'-e 6/ r/-- f si &aptly Ut h S 1 e bi T t4. CL FIIGL o i l
5vm nto r- en-t 5.-- 3o- . a/3
ATTE T: BOA'Ai OF COUNTY CO MISSIONERS
B ` 4 . g �P By / . ' .
Jean: / e Jones / George N, ; Chairm.
Dep County Clerk .71-1
Date: O`9
APPROVED AS TO FORM: MANA ER APPROVAL
rac5��/�
Joi.aty Attorney Jon Pe ck, County Manager
Jodi Smith, Facilities Manager
3
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Ordinance#-�_-2013
Page
torNT4
LEASE AGREEMENT (No. 067-12) BETWEEN
ASPEN VALLEY MEDICAL FOUNDATION
AND PITKIN COUNTY, COLORADO
Contract Number 067-12A Ledger Number 001.85.00540.84249
This lease agreement is made and entered into on the 1st day of January, 2013, by and
between Aspen Valley Medical Foundation(dba Aspen Valley Foundation), hereinafter referred
to as"Lessee/Agency", and the County of Pitkin in the State of Colorado hereinafter referred to
as the "County/Lessor".
Whereas,Aspen Valley Medical Foundation desires to rent an office space in the Michael W.
Schultz Health and Human Services Building, (hereinafter referred to as the Schultz Health and
Human Services Building) 0405 Castle Creek Road, Aspen, CO, more fully described as Aspen
Valley Hospital Sub Lot: 1 Parcel A Health& Human Services Bldg, of approximately 1,298.50
square feet for 2013 and years thereafter.
Now therefore, in consideration of the mutual covenants and promises contained herein, the
parties agree as follows:
1) Term and Renewal of Agreement: The County/Lessor hereby leases and demises for the
calendar year 2013 to Aspen Valley Medical Foundation(dba Aspen Valley Foundation) the
area as designated on the attached drawing, Exhibit A, in the Schultz Health and Human
Services Building. Absent any termination for cause under paragraph 16 of this Amended
Agreement, this Amended Agreement shall be for a period of four(4) years unless either party
elects to terminate this Amended Agreement by serving a written notice to terminate this
Amended Agreement on the other party no later than thirty (30) days.
2) No Waste or Damage Covenant: During the period of this lease agreement Aspen Valley
Medical Foundation shall maintain these offices in good shape and repair and return them to
the County/Lessor in substantially the same condition received normal wear excepted.
3) Damage to property: In the event of damage to the lessee's offices or to any part of the
building, the lessee will be responsible for all repair costs. Assessment of damage and
assignment of entity to provide the repair shall be the responsibility of Pitkin County Facilities.
Negotiation of remediation of each incident shall occur with Pitkin County Facilities.
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Ordinance#- -2013
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_.4) Payment: The rent is $25.75 per square ft. per year for the spaces rented by Aspen Valley
Medical Foundation$33,436.38 annually for a term of four(4) years; however, the
County/Lessor shall provide an in-kind rent contribution of$33,436.38 to Aspen Valley
Medical Foundation(dba Aspen Valley Foundation).
5) Governing Law: This amended lease agreement has been entered into in the State of
Colorado, and the validity, interpretation and legal effect of this agreement shall be governed
by the laws of the State of Colorado.
6) Remodels To Premises: No remodeling or painting is to be done to premises without the
written consent of the County/Lessor. This includes any alterations to the walls and ceilings to
accommodate phone and data lines, cable service, electrical outlets and light fixtures.
Remodels will be done at the Lessee/Agency's cost unless the remodel is addressing a health
or safety issue. County/Lessor must approve any credit of cost of remodeling before work
commences.
7) Responsibilities:
1.The Facilities Department of the County/Lessor, is NOT responsible to move, build, haul,
repair or dispose of office furnishings (including but not limited to bookshelves, desks,
appliances, cabinets, etc.) owned by nonprofits leasing space within the county buildings. In
the event that the facilities staff is asked to move, re-build, build, haul, repair or dispose of
said office furnishings the nonprofit may be billed for work, including time, materials, travel
time and landfill fees. The Facilities Department will be responsible for moving the nonprofit
in the event that the County/Lessor has a need for the office space occupied by the nonprofit.
2. The Facilities Department is responsible for carpets, building repairs, capital upgrades,
heating/cooling,plumbing, and electrical (infrastructure), internal painting on a set schedule,
daily trash removal and common area cleaning. Requests for additions to the infrastructure
such as new or relocated outlets, moving cables, etc. shall be evaluated by the Facilities
Manager on a case by case basis. Lessee/Agencies will be asked to pay for upgrades.
3. Additional responsibilities for the Aspen Homeless Shelter(AHS) space:
I. The Aspen Homeless Shelter(AHS) is responsible for the following:
a) Daily cleaning of the Day Center, including the kitchen area.
b) Daily cleaning of the Day Center restroom.
c) Food must be put away daily; in secure containers to avoid mouse & bug issues.
d) Food Service is limited to restrictions as provided by Environmental Health.
e) Guests are allowed access to building lobby upon opening. When the Day Center/Shelter
opens at 10:00 a.m., guests are to stay in the Day Center during Center hours.
AHS staff and volunteers are allowed access to building 1/2 hr before business and
shall exit the building upon Evening Program closure (no after hours use). Exception:
Shelter Director and/or Management staff.
g) Washer and Dryer are provided and maintained by AHS; are not the responsibility of
County staff
h) AHS shall provide cleaning supplies and a vacuum cleaner and maintain such
equipment in a safe manner.
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Ordinance t!- v//l -2013
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i) AHS is responsible for cleaning furniture coverings, in an attempt to keep the room
clean and fresh.
j) If the Day Center is to be used outside of operating hours the Facilities Department
shall be notified within 48hrs to allow door schedule changes and notification to staff
and security services.
k) The Day Center staff agrees to escort agency clients who need to access the restrooms
in the main part of the building at all times. Also,the Day Center staff will not allow
people access to the main part of the building after hours.
II. The Facilities Department is responsible for:
a) Snow removal
b) . Bi-annual carpet cleaning and spot cleaning as needed
c) Building repairs—doors, windows, noises, holes, pest control, etc.
d) Capital upgrades—painting, patching holes, carpet replacement, windows, etc.
e) Heating/cooling issues
f) Plumbing—clogs, drains, back-ups, leaks, fixtures, etc.
g) Electrical—outlets, moving cables, computer connections
h) Daily trash removal from Day Center, kitchen and bathrooms
i) Vacuuming Office spaces outside of Day Center room and kitchen
j) Daily cleaning of hallways, and entryways
k) Requests for additions to the infrastructure such as new or relocated outlets, moving
cables, etc. shall be evaluated by the Facilities Manager on a case by case basis.
8) Building Concerns and Complaints: All calls about the physical operation of the building
shall go directly to Jodi Smith, Facilities Manager at 920-5396. If unavailable send an email
to facilities maintenance county @co.pitkin.co.us.
9) Non-Assignment: This amended lease agreement and the rights arising under it shall not be
assigned or transferred by Aspen Valley Medical Foundation(dba Aspen Valley.
Foundation).
10)Occupancy Requirement: Pitkin County leases space in the Schultz Health & Human
Services Building to non-profit agencies that help further the community's access to health &
human services. In order to best meet community needs, the County holds the right to cancel
any lease agreement with a tenant that does not occupy their space and actively provide
services to the community on an ongoing basis. Any lease for office space that is not
actively used over the period of three months will be reviewed and the lease may be revoked
by the County.
11)Binding Effect: This lease agreement shall be binding upon the parties hereto, their
respective heirs, successors and assigns.
12)Covenant of Non-Interference: Aspen Valley Medical Foundation (dba Aspen Valley
Foundation) agrees to undertake its activities in the leased premises in a manner, which will
not interfere with other tenants, and activities in the building.
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Ordinance#- 00q -2013
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13)Utilities: The County/Lessor shall supply heating and electricity to the leased premises at no
additional charge.
14)Phones and data: Aspen Valley Medical Foundation(dba Aspen Valley Foundation) shall
provide its own phone service and Internet connections.
15)Use of Photocopier: The County/Lessor shall supply an operating photocopying machine and
copying paper for the use of tenants at a cost of$.02 per copy. This will be billed quarterly.
16)Termination for Cause and Unsuitability: In the event that the Lessee/Agency shall default by
failing to perform, keep and observe any of the terms, covenants or conditions herein
contained on its part to be performed, as determined by the County, or the building or leased
premises become damaged or untenantable for any reason during the term hereof,the
County/Lessor shall have the right to declare this lease terminated and require Aspen Valley
Medical Foundation to vacate the premises, whereupon the parties shall have no further
obligations hereunder.
17)Indemnification
Lessee/Agency shall indemnify, hold harmless and, not excluding the County/Lessor's
right to participate, defend the County/Lessor and its officers, officials, agents, and employees
(hereinafter referred to as "County/Lessor") from and against any and all liabilities, claims,
actions, damages, losses, or expenses including without limitation reasonable attorneys' fees and
costs, (hereinafter referred to as "claims") for bodily injury or personal injury including death, or
loss or damage to tangible or intangible property caused, or alleged to be caused, in whole or in
part, by the negligent or willful acts or omissions of Lessee/Agency or any of its officers,
directors, agents, employees or contractors, arising out of or related to Lessee/Agency's
occupancy and use of the Leased Premises. It is the specific intention of the parties that the
County/Lessor shall, in all instances, except for claims arising solely from the negligent or
willful acts or omissions of the County/Lessor, be indemnified by Lessee/Agency from and
against any and all claims. It is agreed that Lessee/Agency will be responsible for primary loss
investigation, defense and judgment costs where this indemnification is applicable. In
consideration for the use and occupancy of the Leased Premises, the Lessee/Agency agrees to
waive all rights of subrogation against the County/Lessor, its officers, officials, agents and
employees for losses arising from the use, occupancy or condition of the Leased Premises.
18) Insurance
A. Lessee/Agency shall procure and maintain for the duration of the Amended Lease,
insurance against claims for injury to persons or damage to property which may arise from or in
connection with this Amended Lease.
The insurance requirements herein are minimum requirements for this Amended Lease and in no
way limit the indemnity covenants contained in this Amended Lease. The County/Lessor in no
way warrants that the minimum limits contained herein are sufficient to protect the
Lessee/Agency from liabilities that might arise out of this Amended Lease. Lessee/Agency is
free to purchase such additional insurance as Lessee/Agency determines necessary.
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Ordinance#- __i -2013
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Additionally, the clause "other insurance provisions," in a policy in which the County of Pitkin
holds a Certificate, shall not apply to the County of Pitkin. The insurance companies issuing the
policy or policies hereunder shall have no recourse against the County of Pitkin for payment of any
premiums or for assessments under any form of policy. Any and all deductibles in the above-
described insurance policies shall be assumed by and be for the amount of, and at the sole expense
of the Lessee/Agency.
The following insurance coverage,at or above the limits indicated and including such endorsements
as are indicated by an "X", are required:
(1) Commercial General Liability-ISO 1998 Form or equivalent
County named additional insured
Each Occurrence Limit $1,000,000.00
General Aggregate Limit $2,000,000.00
Products/Completed Operations Aggregate Limit $2,000,000.00
Fire Damage Expense or Legal Liability $1,000,000.00
Comprehensive Form(All risks)to include (place X by applicable provisions):
X Premises/Operations
Underground, Explosion&Collapse Hazard
X Products/Completed Operations
X Contractual Liability
X Independent Contractors and Subcontractors
X Broad Form Property Damage
X Personal Injury
EVIDENCE OF INSURANCE SHOULD BE SENT TO:
Jodi Smith, Facilities Manager
485 Rio Grande Pl#101
Aspen, Colorado 81611
Fax (970) 920-5285
jodi.smith@co.pitkin.co.us
B. To provide evidence of the required insurance coverages, copies of Certificates of
Insurance in a form acceptable to the County/Lessor shall be filed with the County/Lessor(through
the County/Lessor Representative)no later than ten(10)calendar days prior to commencement of
operations affecting the County/Lessor. Failure to file or maintain acceptable Certificates of
Insurance with the County/Lessor is agreed to be a material breach of any contract and grounds for
rescission or termination. These Certificates of Insurance shall contain a provision that coverage
afforded under the policies will not be canceled or materially altered unless at least thirty(30)
calendar days prior written notice by certified mail,return receipt requested(effective upon proper
mailing),has been sent to the County/Lessor(through the County/Lessor's Risk Department). (For
purposes of this provision, "materially altered" shall mean a change affecting the coverages required
herein, including a change to policy limits as set out in the then-current policy declarations page).
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Ordinance#- dot -2013
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C. Certificates of Insurance for all renewal policies shall be delivered to the •
County/Lessor's Representative at least fifteen(15)days prior to a policy's expiration date except
for any policy expiring on the expiration date of this Agreement or thereafter.
D. The County/Lessor reserves the right to request and receive a copy of any policy and
any policy endorsement.
19) Termination: This agreement may be terminated at any time for any cause by either party by
30 day written notice to the other party at the addresses set forth below.
20)Removal of Property: It shall be the responsibility of the Aspen Valley Medical Foundation
(dba Aspen Valley Foundation)at its own sole cost and expense, within five days after the
expiration of this Agreement,to remove office equipment from the premises. Any equipment
not removed within this period of time shall be conclusively deemed to be abandoned by Aspen
Valley Medical Foundation(dba Aspen Valley Foundation)and shall become the property of
the County/Lessor.
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21)Attorney's Fees: In the event legal action is necessary to enforce any of the provisions of this
Agreement,the prevailing party shall be entitled to its costs and reasonable attorney's fees.
22)Grant Award Contingency: The Aspen Valley Medical Foundation (dba Aspen Valley
Foundation) acknowledges that occupancy of the premises is contingent upon satisfactory and
timely compliance with the terms,obligations and provisions set forth in the Grant Award
Agreement and that the parties' rights and obligations pursuant to this Amended Lease
Agreement will terminate automatically upon termination or cancellation of the Grant Award
Agreement between Pitkin County and the Aspen Valley Medical Foundation(dba Aspen•
Valley Foundation). Termination of this Amended Lease Agreement shall occur upon thirty
(30)days written notice to the address set forth below. Upon termination of this Amended
Lease Agreement, Lessee/Agency shall vacate the premises. Lessee/Agency shall be
responsible to County/Lessor for the cost of repairs, legal fees, advertising and any other costs
incurred in preparing the premises for re-renting.
23)Notice: Any written notice required by this Agreement shall be deemed delivered on the
happening of any of the following: (1)hand delivery to the person at the address below; (2)
delivery by facsimile with confirmation of receipt to the fax number below; or(3) within three
(3) days of being sent certified, first class mail,postage prepaid,return receipt requested
addressed as follows:
To Landlord: With a Copy To:
Board of County Commissioners of Pitkin County John M. Ely, Esq.
C/O Facilities Manager Pitkin County Attorney's Office
485 Rio Grande P1 #101 530 East Main, Suite 302
Aspen, Colorado 81611 Aspen, Colorado 81611
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' Ordinance#-4(J7 -2013
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To Lessee/Agency: Kris Marsh
President and CEO
Aspen Valley Medical Foundation,
(dba Aspen Valley Foundation)
P.O.Box 1639
Aspen,CO. 81612
Fax: (970)544-1562
IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed as of the
latest date written below.
PITKIN COUNTY, COLORADO:
By: KC v� c�.� v\ S � ) ,r.J. Oh VA q (L4(3
Nancy N.Sundeen Date
Director of Health&Human Services,Pitkin County
By c-
Jodi Smith,Pitkin 7uS,TFacilities Manager Date
ASPEN V LE ME P CAL ` • P ATION, (dba ASPEN VALLEY FOUNDATION)
By: ,etney a's
Kri farsh,Presid:3 d CEO Date
Asp-n Valley Medici Foundation(dba Aspen Valley Foundation)
7 /7
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MICHAEL W. SCHULTZ
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HEALTH AND HUMAN SERVICES BLDG.
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