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HomeMy WebLinkAboutbocc.ord.004.2016CONTRACT#( 7,777):: 42:: 3 ORDINANCE OF I IIF, BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY. C OI[)RADO,APPROVING THF EXECU[ION 01 A I LASE ACREEMEN T WEN!I 1 HE ASPEN I IRF, PROTFC HON DISTRIC I rOR 1 FIE PURPOSE 01 HOUSING 1 HE COALMVNICAI'IONS CENTER ORDINANCE NO,LOIL 2016 I. The Courthouse Plaza Building. tthich is adjacent to the Pi thin County Communications Center trill begin construction of an addition and remodel of es iatins space to commence in the summer of 2016 1 he Hoard of County Commissioners C the Counts") has determined that there is a need relocate the Communications Center during construction, and that a permanent relocation of the Center to the North 40 F he Station is in the best long-icon financial and proemmrnui is interest of the Counts. 1 he Aspen lire Protection District,("1 milord-)desire to eater into a Lease A reement for initial term of ten years to house the Pitkin County Communications Center, 1 he I cased Premises and the Base Terms are as follo's: yt ith terms more spec flea lly outlined and described in the I case Agreement: Initial Term- I ehruary 10. 2016-1 chruay u, 2026 I cased Premises: Apptosim.uely 2.900 square feet I cern 10 Years Nil!t option to extend. Initial Kase tent of$14.81 mitt with annual escalation to base rent based on Dens er-Boulder-Greeley ('I'I 4V l 1 he terms of the I case Agreement shall incorporate language approt ed by the County Manager and County Attorney and the Chair for Chair's des i mice shall he authorized to execute the lease Agreement in the form approt ed. 5.the BOC C rinds that adoption of this old mance a necessary for the immediate prescr anion of the public health.safety and is elfare of the citizens of Pitkin County and therefore declares this ordinance and legislation to be effectite immediately upon adoption. NOW. 11IERCI'ORL, BE I'I ORDA IN ID by the Hoard of Counts Commissioners of Pith in County,Colorado that the Chair(or Chair's designee) is authorized to esecute a commercial I case Agreement with the Aspen Fire Protection District, in a form approt ed by the County Manager and County Attouney for the purpose of housing the Pitkin County Dispatch Center. INTRODUCED AND FIRST READ ON 'I HE 26111 DAY OF JANUARY 2016 AND SET FOR SECOND READING AND PURI IC BLARING ON 1 HE 101 Fi DAY OF FEBRUARY 2016 RECEPTION# 628919, 04/28/2016 at I 03:12.55 PM i OF 12 R 50.00 Doc Code ORDINANCE Janice K Vos Caudill Pitkin County. CO First Amendment Lease Attached - 02/08/2026 NOI ICE 01- PLIBI,I(' HEARING AND 1111.E ANO SHOkI SUMMARY UL 'I IIP ORDINANCE PUBLISHED IN TI IF ASPEN I IMES WEEKLY ON -I III ct DAY OI, ,Lv r _. 2016, NOI ICE OI- PI Im,IC I ILARING AND H II'. L VIA. 1 IXl OI 1 HL ORDINANCE POST ID ON 'I I IE OFFICIAL 1'Il KIN ('(U N fA' W1- 3511EE Un1(h-pitkroc0tim)_‘om I IN II IL ,ilr't' DAV 01- janc-o i_ .2016 AD(IP ILO Al ILP I INAI RCAUIN(i ANI) TUBI IC HEARING ON 111127"171 DAY OF JANNAFH' 2016 T 0"-c . I'UBLISIII'll B1' l 111 I AND SI10121 SUMMARY. ATTER AUDI'I ION. IN I III ASPLN I MIS WI LELY (IN I III- f 7 `-`{)AY Of h-t PUS I ED BY III LE AND SI 1(112-1 S1 PSINIARY ON 11 II: (II'I I('IAL PI(KIN COI 'N-I KEBSI IL (r.prt,y_lkinrognnts.cunnl ON II IL' i)`r DAY F-(h..... 2016, I I IIS O`RDINANLI, IS El-FIT- I INT ON FEBRUARY IU, 2016. IIS-\1.1BOARD 01 COUNTY ('O, 1\IISSIONLRS B) ; l tl1 /' . ; il; BO-tct-(1-1 rlct fnruc Jones r f(achrl F Richard . Ikrt t) County ( I0-1. I'I'ROVID AS 1 O I ORM- MAN'.AGLk APPROVAL 1- 1 - 1011111-k Coylllv)A00-n:Ton I'cnaoi.A. Counts M.umgn useful life of 5 years or more,and includes: roof replacement,shared boiler replacement, HVAC replacement;repaving,resurfacing,and similar items. PARAGRAPH 4- MAINTENANCE OF THE BUILDING AND REPAIRS Landlord shall keep the building, HVAC, plumbing,and utilities,other than electric utili- ties, and Common Areas, contained in and servicing the Leased Premises, in good repair; pro- vided, however, that if Landlord shall be called upon to make any such repairs occasioned by the negligent act or omission of Tenant, its employees, agents, servants, customers, and other in- vitees, the total cost and expenses of such repairs shall be borne by Tenant, and such costs shall not be prorated between Landlord and Tenant. Tenant shall maintain, replace, repair, and keep all parts of the interior of the Leased Premises (which includes, but are not limited to, interior wall surfaces, doors, door hardware, plumbing, light bulbs, and electrical equipment, within the Leased Premises), in good order, op- erating condition, and repair. Tenant shall also keep the Leased Premises in a clean, sanitary, and safe condition in accordance with all directions,rules, and regulations of any health officers, building inspectors or other proper officers of the governmental agencies having jurisdiction, and shall dispose of all trash and waste materials in outside trash containers. Tenant shall comply with all requirements of law, ordinances, and other rules and regulations that Affect the Leased Premises. Tenant shall permit no injury or waste to the Building or the Leased Premises, and shall, at its own cost and expense, replace any damaged or broken glass with exactly the same quality as the damaged or broken glass,including plate glass or other breakable materials used in structural portions of any interim or exterior windows and doors on the Leased Premises. In ad- dition, Tenant shall, at its own cost and expense, replace any light bulbs, frames, ballasts, and accessory parts thereof on the Leased Premises that may be broken or damaged during the term hereof. At the expiration of the term, Tenant shall surrender the Leased Premises in as good as condition as the same was on the day Tenant first occupied the Leased Premises, reasonable"ear and tear excepted. PARAGRAPH 5- UTILITIES Tenant shall have the Leased Premises separately metered for electric service. The Ten- ant shall pay fifty percent of the costs for water, sewer and gas. PARAGRAPH b-CARE OF LEASED PREMISES Tenant agrees: (i) to abide by all reasonable rules and regulations adopted by Landlord with regard to its occupancy of the Leased Premises and its use of the Common Areas; not to commit any waste upon the Leased Premises or overload the floors thereof; (ii) to keep the Leased Premises well-lighted, and in a neat and clean condition; and (iii)to operate its business thereon continuously during the term unless prevented from doing so by governmental regula- tions or acts of God. PARAGRAPH 7-SIGNS AND ADVERTISING 2 Tenant shall not erect or install any type of store front, any exterior or interior window or door signs,or other types of signs, placards,or window blinds with the exception of an identifi- cation sign. Tenant shall pay all costs of causing its sign insert or any other signage to be erected and maintained PARAGRAPH 8- USE OF LEASED PREMISES The Leased Premises shall be used and occupied by Tenant for the purpose of establish- ing, maintaining and conducting affairs consistent with a County-wide communications facility including services for all emergency responders within Pitkin County and the provision of emer- gency 911 services. Tenant's use of the Leased Premises shall not violate any applicable laws, ordinances, or regulations of any applicable government authority. Tenant's use of the Leased Premises shall not exceed any load limits which landlord may reasonably establish from time to time. PARAGRAPH 9 -ALTERATIONS AND ADDITIONS Tenant shall make no alterations or additions to the interior of the Leased Premises, in- cluding equipment or appliances installed in connection with the transmission or delivery of the utilities, without first procuring landlord's written consent, after delivering to Landlord the plans and specifications therefor. Under no circumstances shall Tenant commence any such work until Landlord has been provided with certificates evidencing that all the contractors and subcontrac- tors pertinming such work have in full force and effect adequate workers compensation insur- ance as required by the laws of the State of Colorado,public liability, and builders risk insurance in such amounts and according to terms satisfactory to Landlord. Within five(5) days after notifying Landlord of any planned erection, construction,alter- ations, removal, addition, repair, or other improvements (the ' Tenant's Work"), Tenant shall post and keep posted until completion of Tenant's Work, in a conspicuous place upon the doors providing entrance to the Leased Premises, and shall personally serve upon such contractors or subcontractors performing the Tenants Work, a notice stating that Landlord's interest in the Leased Premises shall not he subject to any lien for Tenant's Work. Tenant shall promptly pay For the casts of an Tenant Work regardless of the cost. Landlord will cooperate with tenant to make improvements deemed necessary to premis- es for intended uses including but not limited to electrical power and lighting. data and phone facilities, and security systems. In the event Landlord elects to cancel this lease as provided herein,Tenant shall be enti- tled to remove nli improvements which can practically be removed from the Leased Premises. At the end of the lease term the tenant shall remove tenant improvements, unless other- wise agreed between the landlord and tenant in writing. 'Tenant shall not be required to remove additional HVAC installations nor the backup generator and generator shed at the end of the lease term. 3 PARAGRAPH 10-DESTRUCTION OF OR DAMAGE TO LEASED PREMISES In case the Leased Premises or the building in which the Leased Premises are situated shall be partially or totally destroyed by fire or other peril insurable under standard fire and ex- tended coverage insurance so as to become partially or totally untenantable, the same shall be repaired as speedily as possible at the expense of Landlord, to the extent of insurance proceeds available, unless Landlord shall elect not to rebuild. If Landlord cannot guarantee repair and habitability within thirty (30) days of the loss than Tenant shall have the option of cancelling the lease and terminating all obligations of the lease. Landlord shall have no interest in the proceeds of any insurance carried by Tenant, and Tenant shall have no interest in the proceeds of any insurance carried by Landlord. Tenant's Minimum Rent shall abate in that same proportion as the number of square feet rendered un- tenantable bears to the total number of square feet in the Leased Premises. Tenant agrees during any period of reconstruction, restoration or repair of the Leased Premises and/or of the Building to continue the operation of its business in the Leased Premises to the extent reasonably practi- cable from the standpoint of good business. In the event there are necessary repairs, made necessary by a casualty, to Tenant's build- ing and Landlord or successors fail or refuse to repair the same after reasonable written notice to Landlord, Tenant may acquire three(3)estimates to repair, notify Landlord, and if Landlord, af- ter a reasonable time, fails to make said repairs. Tenant may select one of the three contractors, have the repairs done at his expense and offset those expenses against rent due. PARAGRAPH 11 -DEFAULT The following events shall constitute default under the lease: A. Tenant shall fail to make timely payment of the Minimum Rent or any other amounts payable hereunder, and such default shall continue for ten (10) days after the same be- come due; B. Tenant shall neglect or fail to perform or observe any of the other covenants here- in contained on Tenant's part to be performed or observed, and Tenant shall fail to remedy the same within fifteen(15)days after Landlord shall have given written notice to Tenant specifying such neglect or failure (or within such period, if any, as may be reasonably required to cure such default, if it is of such nature that it cannot be cured within said fifteen-day (15) period, provided that Tenant shall have commenced to effect such cure and shall proceed with due diligence to complete such cure); or C. Tenant shall vacate or abandon the Leased Premises In any one or more of such default events, landlord shall have the right, at its election, provided Landlord has given prior written notice to Tenant then or at any time thereafter and while such Event of Default shall continue,either; 4 To give Tenant written notice of Landlord's intention to terminate this Lease on the date of such given notice or any later date specified therein, and on such specified date Tenant's right to possession of the Leased Premises shall cease and this Lease shall there- upon be terminated;or 2.Without further notice, to re-enter and take possession of the Leased Premises, or any part thereof, and repossess the same as of Landlord's former estate, and expel Tenant and those claiming through or under Tenant, and remove the effects of either or both forcibly, if necessary) without being deemed guilty of any maturer of trespass and without prej- udice to any remedies for arrears of rent or preceding breach of covenants. Should Landlord elect to re-enter as provided in this section 2., or should Landlord take possession pursuant to legal proceedings or any notice provided for by law, Landlord may, from time to time, without terminating this Lease, relet the Leased Premises, or any part thereof, on behalf of Tenant for such term or terms,and at such rent or rents,and upon such other terms and conditions as Land- lord may deem advisable (which may include concessions and free rent) with the right to make alterations and repairs to the Leased Premises. No such re-entry or taking of possession of the Leased Premises by Landlord shall be construed as an election on Landlord's part to terminate this Lease, unless a written notice of termination, specifically stating Landlord's intention to ter- minate, be given to Tenant In the event Landlord does not elect to terminate this Lease, but on the contrary, elects to take possession, then such repossession shall relieve Tenant of its obligations and liability under this lease, If, however, this Lease is terminated by Landlord, by reason of any default by Tenant,or terminated by a court of lawful jurisdiction, Landlord shall be entitled to recover as damages from Tenant the excess, if any, of the Minimum Rent reserved in this Lease for the balance of the Lease Term over the then reasonable rental value of the Leased Premises for the same period, plus all of Landlord's costs of reletting the Leased Premises including, but not limited to, repair, alteration, and preparation of said Leased Premises for reletting, and any brokerage commission paid or due to any agent of Landlord, which amounts shall be immediately due and payable by Tenant to Landlord. It is agreed that the then "reasonable rental value" shall be the amount of rent, which Landlord may then reasonably obtain as rent for the remaining balance of the term. In addition, all costs incurred in connection with collecting such sum, including reasonable attor- ney's fees and costs,shall be recoverable by Landlord from Tenant. PARAGRAPH 12- NOTICES All notices to be given hereunder by either of the parties shall be in writing. Any notice may be served by Landlord upon Tenant personally. Any notice shall also be deemed duly served by either party if mailed by certified mail,return receipt requested with proper postage prepaid, addressed to each party at its address first written above. As an alternative to physical delivery,any document including a signed document or written notice, may be delivered in elec- tronic form by e-mail or Internet. Either party may change the address to which such notices may be sent by delivering a copy thereof to the other party in the manner aforesaid. Any notice,de- 5 mond or document so given,delivered or made by United States mail shall be deemed to have been given three(3)days after same is deposited in the United States mail as a certified matter, addressed as provided below,with postage thereon fully prepaid. Notice e-mail or Internet de- livery shall be deemed given upon receipt of a confirmation by sender and notice by personal delivery shall he deemed given when received To Tenant: Board of County Commissioners of Pitkin County Ann: Jon Peacock, County Manager 530 East Main Street, 3rd Floor Aspen,CO 81611 F.-Mail: Jon.Peacock@pitkincounty.com With copy to: John Ely Pitkin County Attorney 530 East Main Street, Suite 302 Aspen,CO 81611 L Mail: John Elyqt;pitkincounty.com To Landord. Aspen Fire Protection District Ann: Rick Balcntine 420 E. Hopkins Avenue Aspen, CO 81611 E-Mail: rickbaleminc@aspendre corn With a Copy le: Karp Neu Hanlon, PA'. Attn: Kari Hanlon 201 14th Street, Suite 200 P.O. Box 2030 Glenwood Springs,CO 81602 Email: KRl@mountain1awfrnn.com PARACRAPII 13 - IWPASIT Landlord acknowledges the receipt from Tenant of a deposit in the amount of OLS deposited as security for the payment by Tenant of the rents herein agreed to be paid and for the faithful performance of all the terms, conditions,and covenants hereof. If, at any time during the term, Tenant shall he in default in the performance of any provision of this Lease, Landlord shall have the right to use said deposit, or so much thereof as necessary,in pay- ment of any rent in default as aforesaid, in reimbursement of any expenses incurred by Landlord, and in payment of any damages incurred by Landlord, by reason of Tenant's default, or at the option of Landlord, the same may he retained by Landlord. In such event, Tenant shall, on writ- ten demand of Landlord, forthwith remit to Landlord a sufficient amount of cash to restore said deposit to its original amount. In the event said deposit has not been utilized as aforesaid, said deposit or as much thereof as has not been utilized for said purposes, shall be refunded to Tenant without interest upon full performance of this Lease by Tenant. Landlord shall have the right to commingle said deposit with other funds of Landlord. I andlord may deliver the funds deposited 6 herein by Tenant to the purchaser of Landlord's interest in the Leased Premises in the event such interest is sold,and thereupon,Landlord shall be discharged from further liability with respect to such deposit. Said deposit shall not be considered as liquidated damages, and if claims of Land- lord exceed such deposit,Tenant shall remain liable for the balance of said claims. PARAGRAPH 14 - MISCELLANEOUS Covenant Dependency. The obligation of Tenant to pay rent hereunder is independent of each and every other covenant, duty, or obligation of the Landlord herein, and is not subject to deduction or offset. Liens. Tenant shall not permit mechanics', materialmens', or other liens against the Leased Premises in connection with any labor, materials, equipment, or services furnished, or claimed to have been furnished. If any such lien shall be filed against the Leased Premises,Ten- ant shall cause it to be discharged at its sole cost and expense; provided, however, that if Tenant desires to contest any such lien,it may do so,so long as the enforcement thereof is stayed. In the event that a stay is obtained,Tenant shall obtain title insurance in the amount of the lien or liens including interest and costs) for the benefit of Landlord should Landlord desire the same for any period during which a lien or liens exist on the i.eased Premises. In such event, Tenant shall, if necessary, pay required title insurer's premiums, post bond sufficient to satisfy the title insurer's requirements,pay escrow costs and fees, pay the attorney's fees of Landlord, and sign indemnity agreements in favor of the tide insurer. Relationship of Parties. Nothing contained herein shall be deemed or construed by the parties hereto,nor by any third party, as creating the relationship of principal and agent or a part- nership or a joint venture between the parties hereto, it being agreed that neither the method of computation of rents nor any other provisions set forth herein nor any acts of any panics herein shall be deemed to create any relationship between the parties hereto other than the relationship of Landlord and Tenant. Representations. Tenant acknowledges and agrees that it has not relied upon any state- ments, representations, agreements,or warranties,except as are expressed in this Lease. Amendments or Modifications. No amendment or modification of this Lease or any ap- provals or permissions ofLandlord required under this Lease shall be valid or binding unless re- duced to writing and executed by the parties hereto in the same manner as the execution of this Lease. Grammatical Chanties. Wherever the words "Iandlord" and "Tenant" are used in this Lease, they shall include "Landlords" and "Tenants" and shall apply to persons, both men and women, companies, partnerships, and corporations. Wherever the words "mortgage" or "mort- gages" are used herein, the same shall be deemed to include a deed of trust or trust deed, and word "lender" shall include a mortgagee of a mortgage or a beneficiary of a Deed of Trust or Trust Deed. All references to the Lease Term shall include any extension of the term,except as otherwise provided. Ail references to Tenant shall include Tenant's guarantors, assignees, or sublessees. All references to the singular shall include the plural,and vice versa. 7 Section Heading. The section headings are inserted herein only for convenience of ref- erence and shall in no way define, limit, or describe the scope or intent of any provisions of this Lease. Binding Effect. Subject to the provisions hereof, the benefits of this Lease and the bur- dens hereunder shall respectively inure to and he binding upon the heirs, successors, personal representatives,agents, employees, and assigns of the parties. Force Majeure. Whenever a period of time is herein provided for either party to do or perform any act or thing, except for the payment of monies by Tenant, there shall be excluded from the computation of such period of time, any delays due to strikes, riots, acts of God, short- ages of labor, or any cause or causes, whether or not similar to those enumerated, beyond the parties'reasonable control or the reasonable control of their agents, servants, employees, and any contractor engaged by them to perform work in connection with this Lease Non-Waiver. No waiver of condition or covenant of this Lease by either party hereto shall be deemed to imply or constitute a further waiver by such party of the same or any other condition or covenant. No act or thing done by Landlord or Landlord's agents during the Lease Term shall be deemed an acceptance of a surrender of the Leased Premises,and no agreement to accept such surrender shall be valid unless signed in writing by Landlord. The delivery of Ten- ant's keys to any employee or agent of Landlord shall not constitute a termination of this Lease unless a written agreement has been entered into with Landlord to this effect. No payment by Tenant, nor receipt from Landlord, of a lesser amount than the Minimum Rent herein stipulated shall be deemed to be other than on an account of the earliest stipulated rent, nor shall any en- dorsement or statement on any check or any letter accompanying any check, or payment as rent, be deemed an accord and satisfaction,and Landlord shall accept such check for payment without prejudice to Landlord's right to recover the balance of such rent or pursue any other remedy available to Landlord. If this Lease be assigned,or if the Leased Premises or any part thereof he sublet or occupied by anyone other than Tenant, Landlord may collect rent from the assignee, sub-tenant, or occupant and apply the net amount collected to the rent herein reserved, but no such collection shall be deemed a waiver of the covenant herein against assignment and sublet- ting, or the acceptance of the assignee, sub-tenant, ut occupant as Tenant, vi a rcicasc or Tenant from the complete performance by Tenant of the covenants herein contained on the part of Ten- ant to be performed. Reimbursement of Attorney's Fees and Costs. In the event either party takes legal action against the other in order to enforce the terms of this Lease, the substantially prevailing party shall he entitled to recover from the other party its reasonable attorneys' fees and costs. Changes in Provisions of LeaseLLender-Insurer Documents. Tenant agrees to make any modifications in the terms and provisions of this Lease, if not relating to amounts of monies to be paid by Tenant, in order to comply with any request of such lender, and to execute such docu- ments as are necessary to obtain financing and insurance. Status Statement of Lease. Tenant agrees, upon request by Landlord, to execute, acknowledge, and deliver to Landlord a statement in writing certifying, if such is the case: 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), stating the lease Commencement Date, stating that Tenant has not paid rent in advance, that Tenant is not aware of prior assignments of this Lease by Landlord, that Tenant has no offsets against the rent or claims against Landlord, the amount of monthly rent due, and the date to which Minimum Rent and other charges have been paid. Easements. Landlord shall have the right to grant any easements on, over, under, and above the Leased Premises for such purposes as Landlord determines, provided that such ease- ments will not materially-interfere with Tenant's business. Holding Over. In the event that Tenant remains in possession after the expiration of this Lease, without execution of a new Lease, Tenant shall be deemed to occupy the Leased Premises as a tenant from month-to-month, subject to all conditions, provisions, and obligations set forth herein insofar as the same are applicable to a month-to-month tenancy. Time is of the Essence. Time is of the essence hereof, and each party shall perform its obligations and conditions hereunder within the time hereby required. Severabilj . If any clause or provision of this Lease is illegal, invalid or unenforceable under present or future laws effective during the Lease Term, then and in that event it is the in- tention of the parties hereto that the remainder of this Lease shall not be affected thereby, and it is also the intention of the parties to this Lease that in lieu of each clause or provision of this Lease that is illegal, irtvalid, or unenforceable, there be added as a part of this Lease a clause or provision as similar in terms to such illegal, invalid,or unenforceable clause or provision as may be possible and be legal,valid,and enforceable. Provisions Negotiated and independent. Each and every provision of this Lease has been independently, separately, and freely-negotiated by the parties as if this Lease was drafted by both Landlord and Tenant. The parties,therefore, waive any statutory or common law presump- tion, which would serve to have this document construed in favor of, or against,either party. Rights and Remedies. The remedies of Landlord shall be cumulative, and no one of them shalt be construed as exclusive of the other,or any remedy provided by law. The rights and rem- edies provided hereunder shall survive the tennination of this Lease. Jurisdiction and Venue. The terms of this Lease shall be interpreted according to the laws of the State of Colorado. Tenant consents to the enforcement by Landlord of Tenant's obli- gations hereunder in the District Court in and for the Pitkin County, Colorado. PARAGRAPH IS-ADDITIONAL PROVISIONS Landlord, at the Landlord's expense, will warrant that as of the Commencement Date, the lif'elevator,electrical,plumbing, HVAC,air circulation,and all building systems are in excel- 9 lent working order and provide sufficient temperature control and ventilation air consistent with current standards or as mutually agreed. Landlord will professionally clean the Premises prior to Tenant's occupancy. Upon vacating the Premises, Tenant will lure a professional cleaner to thoroughly clean the Premises. Tenant acknowledges that it is the Tenant's responsibility to comply with the local fire department codes and ordinances and Tenant shall furnish and keep up-to-date the fire extin- guishers as per the current city code within Tenant's Premises. All other terms and conditions shall remain the same and said Lease is hereby ratified and confirmed accordingly. ALL LEASE PAYMENTS AS WELL AS TENANT NOTIFICATIONS TO LANDLORD ARE TO BE SUBMITTED TO: IN WITNESS WHEREOF, the parties hereto have executed this Lease the day and year first above written. LANDLORD: TENANT: Aspen Fire Protection District Board of County Commissioners of Pitkin Coun- ty Date: O`r F4pe,J !10 Date: r //i7 10 CONTRACT PITKIN COUNTY COMMUNICATIONS CENTER LEASE THIS LEASE is entered into as of the Ist day of February 2016 in Aspen, Colorado. by and between the Aspen Fire Protection District (hereinafter referred to as "Landlord"), whose address is 420 E. Hopkins Ave, Aspen, CO 81611, and the Board of County Commissioners of Pitkin County, Colorado (hereafter referred to as "Tenant"), whose address is currently 530 East Main Street, 3rd floor. Aspen, CO 8161 I. PARAGRAPH I - LEASED PREMISES AND RENT Landlord hereby lets and demises to Tenant, and Tenant hereby leases from Landlord for the term and upon the terms and conditions set forth in this Lease, 2,945 square feet of heated, rentable floor space, located at the Aspen Fire Protection District, North 40 Substation, 043 Sage Way Road, Upper Floor, Aspen, CO 81611 (hereinafter the"Leased Premises"). Tenant shall pay Landlord the "Minimum Rent" for the Lease Premises, which amount shall begin at $14.81 per square foot of the heated, rentable floor space and be adjusted annually in accordance with the Denver-Boulder-Greeley CPI-W. Tenant shall pay the Minimum Rent of 3634.62 to Landlord on the first day of each month PARAGRAPH 2 —TERM The term of this Lease (the "Lease Term") shall he for a period of ten years (10) years, beginning February 1, 2016 and ending on Januan, 31, 2025, unless otherwise extended by the mutual written agreement of the parties. PARAGRAPH 3 - COMMON AREAS Landlord shall provide "Common Areas" for the non-exclusive use of Tenant, its em- ployees, agents, servants, customers, and other invitees, in common with Landlord, and their re- spective employees, agents, servants, customers, and invitees for ingress, egress, and utility ac- cess to the Leased Premises, except when such are being repaired. altered, or reconstructed, and except as provided hereinafter. Tenant shall not at any time interfere aith the rights of Landlord and others entitled to similar use of Common Areas. All Common Areas furnished by Landlord shall be subject to the reasonable control and management of landlord who shall have the right, but not the obligation, from time-to-time, to establish, modify, and enforce reasonable rules and regulations with respect thereto Tenant agrees to abide by all such reasonable rules and regula- tions Tenant agrees to pay fifty percent of all costs and expenses for the maintenance associated with the Common Areas, excluding Capital Replacement. Common Area expenses are mainte- nance items with a useful life of less than 5 years, and include the following: expenses for maintenance, landscaping. snots removal, repairs, replacements, painting, lighting, cleaning, trash removal, security, if any, tire alarm and similar items. Tenant agrees to pay Capital Re- placement for items in an amount proportionate to the percentage of total heated leasable square footage occupied by the tenant Capital Maintenance includes replacements and repairs with a 1 RECEPTIONY 628920 94 28 2016 at 03 12 56 PM I c,r ,cR 50 00 Doc Code LEASE Janice K Vos Caudill Pitkin Coons '.- useful life of 5 years or more, and includes: roof replacement,shared boiler replacement, HVAC replacement; repaving, resurfacing. and similar items. PARAGRAPH 4 - MAINTENANCE OF THE BUILDING AND REPAIRS Landlord shall keep the building, HVAC, plumbing, and utilities, other than electric utili- ties, and Common Areas. contained in and servicing the Leased Premises, in good repair; pro- vided. however, that if Landlord shall be called upon to make any such repairs occasioned by the negligent act or omission of Tenant, its employees, agents, servants, customers. and other in- vitees, the total cost and expenses of such repairs shall he borne by Tenant, and such costs shall not be prorated between Landlord and Tenant Tenant shall maintain, replace, repair, and keep all parts of the interior of the Leased Premises (which includes, but are not limited to, interior wall surfaces, doors, door hardware, plumbing, light bulbs, and electrical equipment, within the Leased Premises), in good order,op- erating condition, and repair Tenant shall also keep the Leased Premises in a clean, sanitary, and safe condition in accordance with all directions, rules, and regulations of any health officers, building inspectors or other proper officers of the governmental agencies having jurisdiction, and shall dispose of all trash and waste materials in outside trash containers Tenant shall comply with all requirements of law, ordinances, and other rules and regulations that affect the Leased Premises. Tenant shall permit no injury or waste to the Building or the Leased Premises, and shall, at its own cost and expense, replace any damaged or broken glass with exactly the same quality as the damaged or broken glass, including plate glass or other breakable materials used in structural portions of any interior or exterior windows and doors on the Leased Premises In ad- dition. Tenant shall, at its own cost and expense, replace any light bulbs, frames, ballasts, and accessory parts thereof on the Leased Premises that may be broken or damaged during the term hereof. At the expiration of the term, 'tenant shall surrender the Leased Premises in as gond as condition as the same was on the day Tenant first occupied the Leased Premises, reasonable near and tear excepted. PARAGRAPH 5 - UTILITIES I enact shall have die Leased Premises separately metered for cleclric .sei.dce. The Ten- ant shall pay filly poi cent of the costs fol ss aux. stair and gas. PARAGRAPH 6- CARE OF LEASED PREMISES Tenant agrees: (1) to abide by all reasonable rules and regulations adopted by Landlord with regard to its occupancy of the Leased Premises and its use of the Common Areas, not to commit any waste upon the Leased Premises or overload the floors thereof; (ii) to keep the Leased Premises well-lighted, and in a neat and clean condition; and (iii) to operate its business thereon continuously during the term unless prevented from doing so by governmental regula- tions or acts of God PARAGRAPH 7-SIGNS AND ADVERTISING 2 Tenant shall not erect or install any type of store front, any exterior or interior window or door signs, or other types of signs, placards, or window blinds with the exception of an identifi- cation sign Tenant shall pay all costs of causing its sign insert or any other signage to be erected and maintained PARAGRAPH 8-USE OF LEASED PREMISES The Leased Premises shall be used and occupied by Tenant for the purpose of establish- ing, maintaining and conducting affairs consistent with a County-wide communications facility including services for all emergency responders within Pitkin County and the provision of emer- gency 911 services. Tenant's use of the Leased Premises shall not violate any applicable laws, ordinances, or regulations of any applicable government authority. Tenant's use of the Leased Premises shall not exceed any load limits which Landlord may reasonably establish from time to time PARAGRAPH 9 -ALTERATIONS AND ADDITIONS Tenant shall make no alterations or additions to the interior of the Leased Premises, in- cluding equipment or appliances installed in connection with the transmission or delivery of the utilities, without first procuring Landlord's written consent, after delivering to Landlord the plans and specifications therefor. Under no circumstances shall Tenant commence any such work until Landlord has been provided with certificates evidencing that all the contractors and subcontrac- tors performing such work have in full force and effect adequate workers compensation insur- ance as required by the laws of the State of Colorado, public liability, and builders risk insurance in such amounts and according to terms satisfactory to Landlord. Within five (5) days after notifying Landlord of any planned erection, construction, alter- ations, removal, addition, repair, or other improvements(the "Tenant's Work"), Tenant shall post and keep posted until completion of Tenant's Work, in a conspicuous place upon the doors providing entrance to the Leased Premises, and shall personally serve upon such contractors or subcontractors performing the Tenant's Work, a notice stating that Landlords interest in the Leased Premises shall not be subject to any lien for Tenant's Work Tenant shall promptly pay for the costs of all Tenant Work regardless of the cost Landlord will cooperate with tenant to make improvements deemed necessary to premis- es for intended uses including but not limited to electrical power and lighting,data and phone facilities, and security systems In the event Landlord elects to cancel this lease as provided herein, Tenant shall be enti- tled to remove all improvements which can practically be removed from the Leased Premises At the end of the lease term the tenant shall remove tenant improvements, unless other- wise agreed between the landlord and tenant in writing Tenant shall not be required to remove additional HVAC installations nor the backup generator and generator shed at the end of the lease term. 3 PARAGRAPH 10- DESTRUCTION OF OR DAMAGE TO LEASED PREMISES In case the Leased Premises or the building in which the Leased Premises are situated shall be partially or totally destroyed by fire or othc! peril insurable under standard fire and ex- tended coverage insurance so as to become partially or totally untenantable, the same shall be repaired as speedily as possible at the expense of Landlord, to the extent of insurance proceeds available, unless Landlord shall elect not to rebuild If Landlord cannot guarantee repair and habitability within thirty (30)days of the loss than Tenant shall have the option of cancelling the lease and terminating all obligations of the lease Landlord shall have no interest in the proceeds of any insurance carried by Tenant, and Tenant shall have no interest in the proceeds of any insurance carried by Landlord. Tenant's Minimum Rent shall abate in that same proportion as the number of square feet rendered un- tenantable bears to the total number of square feel in the Leased Premises. Tenant agrees during any period of reconstruction, restoration or repair of the Leased Premises and/or of the Building to continue the operation of its business in the Leased Premises to the extent reasonably practi-cable from the standpoint of good business In the event there are necessary repairs, made necessary by a casualty, to Tenant's build- mg and landlord or successors fail or refuse to repair the same after reasonable written notice to Landlord, Tenant may acquire three (3) estimates In repair, notify Landlord, and if Landlord, af- ter a reasonable time, fails to make said repairs, Tenant may select one of the three contractors, have the repairs done at his expense and offset those expenses against rent due. PARAGRAPH I I -DEFAULT he foliowing events shall constitute default under the lease: A. Tenant shall fail to make timely pa)ment of the Minimum Rent or any other amounts payable hereunder, and such default shall continue for ten (10) days after the same be- come due, B. renant shall neglect in fail to perform or observe any of the titre' coNenants here- in contained on Tenant's part to be performed or observed, and Tenant shall fail to remedy the same within fifteen(15)days after Landlord shall have given written notice to Tenant specifying such neglect or failure (or within such period, if any, as may he reasonably required to cure such default, if it is of such nature that it cannot be cured within said fifteen-day (15) period, provided that Tenant shall have commenced to effect such cure and shall proceed with due diligence to complete such cure); or C. 'Tenant shall vacate or abandon the Leased Premises. In any one or more of such default events, Landlord shall have the right, at its election, provided Landlord has given prior written notice to T enant then or at any time thereafter and while such Event of Default shall continue,either; 4 1. To give 'Tenant written notice of Landlord's intention to terminate this Lease on the date of such given notice or any later date specified therein, and on such specified date Tenant's right to possession of the Leased Premises shall cease and this Lease shall there- upon be terminated;or 2 Without further notice, to re-enter and take possession of the Leased Premises, or any part thereof, and repossess the same as of Landlord's former estate, and expel Tenant and those claiming through or under Tenant, and remove the effects of either or both forcibly, if necessary) without being deemed guilty of any manner of trespass and without prej- udice to any remedies for arrears of rent or preceding breach of covenants. Should Landlord elect to re-enter as provided in this section 2., or should Landlord take possession pursuant to legal proceedings or any notice provided for by law, Landlord may, from time to time, without terminating this Lease, relet the Leased Premises, or any part thereof, on behalf of Tenant frit such term or terms, and at such rent or rents,and upon such other terms and conditions as Land- lord may deem advisable (which may include concessions and free rent) with the right to make alterations and repairs to the Leased Premises. No such re-entry or taking of possession of the Leased Premises by Landlord shall he construed as an election on Landlord's part to terminate this Lease, unless a written notice of termination, specifically stating Landlord's intention to ter- minate, he given to Tenant. In the event Landlord does not elect to terminate this Lease, but on the contrary, elects to take possession, then such repossession shall relieve Tenant of its obligations and liability under this lease. If, however, this Lease is terminated by landlord, by reason of any default by Tenant, or terminated by a court of lawful jurisdiction, Landlord shall be entitled to recover as damages from Tenant the excess, if any, of the Minimum Rent reserved in this Lease for the balance of the Lease Term over the then reasonable rental value of the Leased Premises for the same period, plus all of Landlord's costs of reletting the Leased Premises including, but not limited to, repair, alteration, and preparation of said Leased Premises for reletting, and any brokerage commission paid or due to any agent of Landlord, which amounts shall be immediately due and payable by Tenant to Landlord. It is agreed that the then "reasonable rental value" shall be the amount of rent, which Landlord may then reasonably obtain as rent for the remaining balance of the term, Iii addition, all costs incurred in connection with collecting such sum, including reasonable attor- ney's fees and costs, shall be recoverable by Landlord from Tenant PARAGRAPH 12—NOTICES All notices to be given hereunder by either of the parties shall be in writing. Any notice may be served by Landlord upon Tenant personally. Any notice shall also he deemed duly served by either party if mailed by certified mail, return receipt requested with proper postage prepaid, addressed to each party at its address first written above. As an alternative to physical delivery,any document including a signed document or written notice, may be delivered in elec- tronic form by e-mail or Internet. Either party may change the address to which such notices may be sent by delivering a copy thereof to the other party in the manner aforesaid. Any notice,de- 5 mand or document so gis en,delisered or made by United States mail shall be deemed to have been given three (3)days after same is deposited in the United States mail as a certified matter, addressed as provided below,with postage thereon fully prepaid Notice e-mail or Internet de- livery shall be deemed given upon receipt of a confirmation by sender and notice by personal delivery shall be deemed given when received. To Tenant: Board of Count} Commissioners of Pitkin County Attn: Jon Peacock, County Manager 530 East Main Street, 3`d Floor Aspen, CO 81611 E-Mail Jon.Peacock(a?pitkincounty.com With copy to: John Ely Pitkin County Attorney 530 East Main Street, Suite 302 Aspen, Cl)81611 E-Mail John Elynpitkincounty.com o Land ord" Aspen Fire Protection District Ann: Rick Batentine 420 E. I lopkins Avenue Aspen, CO 816i I E-Mail rick Udentiric aspen[re con With a Copy ]o: Karp Neu Ifanlon, P.0 Ann: Karl Hanlon 201 14th Street. Suite 200 P.U, Box 2030 Glenwood Springs.CO 81602 Email KJII(iiirorountainlawfirm,com PARAGRAPH 13- Ilf KO IT Landlord ucknuwledges the receipt from Ienaot of a deposit in the amount of tJ'4 _ deposited as security for the payment by Tenant of the rents herein agreed to be paid and for the faithful performance of all the terms, conditions, and covenants hereof. If, at any time during the term, Tenant shall be in default In the performance of any provision of this Lease, Landlord shall have the right to use said deposit, or so much thereof as necessary, in pay- ment of any rent in default as aforesaid, in reimbursement of any expenses incurred by Landlord, and in payment of any damages incurred by Landlord, by reason of Tenants default, or at the option of Landlord, the same may he retained by Landlord In such event, Tenant shall, on writ- ten demand of Landlord, forthwith remit to Landlord a sufficient amount of cash to restore said deposit to its original amount. In the event said deposit has not been utilized as aforesaid, said deposit or as much thereof as has not been utilized for said purposes,shall be refunded to Tenant without interest upon full performance of this Lease by Tenant Landlord shall have the right to commingle said deposit with other funds of Landlord. Landlord may delis er the funds deposited 6 herein by Tenant to the purchaser of Landlords interest in the Leased Premises in the event such interest is sold,and thereupon, landlord shall be discharged from further liability with respect to such deposit. Said deposit shall not be considered as Iiquidated damages, and if claims of Land. lord exceed such deposit, Tenant shall remain liable for the balance of said claims. PARAGRAPH 14 -MISCELLANEOUS Covenant Dependency. The obligation of Tenant to pay rent hereunder is independent of each and every other covenant, duty, or obligation of the Landlord herein, and is not subject to deduction or offset Liens. Tenant shall not permit mechanics', materialmenti, or other liens against the Leased Premises in connection with any labor, materials, equipment, or services furnished, or claimed to have been furnished, Ifany such lien shall be filed against the Leased Premises, Ten- ant shall cause it to be discharged at its sole cost and expense; provided, however, that if Tenant desires to contest any such lien, it may do so, so long as the enforcement thereof is stayed In the event that a stay is obtained, Tenant shah obtain title insurance in the amount of the lien or hens including interest and costs) for the benefit of Landlord should Landlord desire the same for any period during which a lien or liens exist on the Leased Premises. In such event, Tenant shall, if necessary, pay required title insurer's premiums, post bund sufficient to satisfy the title insurer's requirements, pay eserotr costs and fees, pay the attorney's fees of landlord, and sign indemnity agreements in favor of the title insurer. Relationship of Parties Nothing contained herein shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal and agent or a part- nership or a joint venture between the parties hereto, it being agreed that neither the method of computation of rents nor any other provisions set forth herein nor any acts of any parties herein shall be deemed to create any relationship between the parties hereto other than the relationship of Landlord and Tenant. Representations. Tenant acknowledges and agrees that it has not relied upon any state- ments, representations, agreements,or warranties, except as are expressed in this lease. Amendments or Modifications. No amendment or modification of this Lease or any ap- provals or permissions of Landlord required under this Lease shall be valid or binding unless re- duced to writing and executed by the parties hereto in the same manner as the execution of this Lease. Grammatical Changes. Wherever the words "Landlord" and "Ienant" are used in this Lease, they shalt include "Landlords" and "Tenants" and shall apply to persons, both men and women, companies, partnerships, and corporations Wherever the words "mortgage" or "mort- gages" are used herein, the same shall be deemed to include a deed of trust or trust deed, and word "lender" shall include a mortgagee of a mortgage or a beneficiary of a Deed of Trust or Trust Deed All references to the Lease Term shall include any extension of the term, except as otherwise provided. All references to Tenant shall include Tenant's guarantors, assignees, or sublessees. All references to the singular shall include the plural,and ti ice versa. 7 Section Headings The section headings are inserted herein only for convenience of ref- erence and shall in no way define, limit, or describe the scope or intent of any provisions of this Lease. Binding Effect. Subject to the provisions hereof, the benefits of this Lease and the bur- dens hereunder shall respectively inure to and be binding upon the heirs. successors, personal representatives agents, employees, and assigns of the parties. Force Majeure. Whenever a period of tune is herein provided for either party to do or perform any act or thing, except for the pay ment of monies by Tenant, there shall be excluded from the computation of such period of time, any delays due to strikes, riots, acts of God, short- ages of labor, or any cause or causes, whether or not similar to those enumerated, beyond the patties' reasonable control or the reasonable control of their agents, servants, employees. arid any contractor engaged by them to perform work in connection with this Lease. Non-Waiver. No waive[ of condition or covenant of this Lease by either party hereto shall be deemed to imply or constitute a further waiver by such party of the same or any other condition or covenant. No act or thing done by Landlord or Landlord's agents during the lease demi shall be deemed an acceptance of a surrender of the Leased Premises, and no agreement to accept such surrender shall be valid unless signed in writing by Landlord, The delivery of Ten- ant's keys to any employee or agent of Landlord shall not constitute a termination of this Lease unless a written agreement has been entered into with Landlord to this effect. No payment by Tenant, nor receipt from Landlord, of a lesser amount than the Minimum Rent herein stipulated shall be deemed to be other than on an account of the earliest stipulated rent, nor shall any en- dorsement or statement on any check or any letter accompanying any check, or payment as rent, be deemed an accord and satisfaction, and I andlord shall accept such check for payment without prejudice to Landlord's right to recover the balance of such rent or pursue any other remedy available to Landlord If this Lease be assigned, of if the Leased Premises or any pall thereof be sublet or occupied by anyone other than Tenant, Landlord may collect rent from the assignee, sub-tenant, or occupant and apply the net amount collected to the rent herein reserved, but no such collection shall be decmcd a waiver of the euvcuant herein against assignment and sublet- ting. or the acceptance of the assignee. sub-tenant, or occupant ac Tenant, or a release of Tenant from the complete performance by Tenant of the cocoants herein contained on the part of Ten- ant to be performed, Reimbursement of Attorney's Fees and Costs In the event either party takes legal action against the other in order to enforce the terms of th;s Lease, the substantially prevailing party shall be entitled to recover from the other party its reasonable attorneys' fees and costs Changes in Provisions of Lease; Lender-Insurer Documents. Tenant agrees to make any modifications in the terms and provisions of this Lease. if not relating to amounts of monies to be paid by Tenant, in order to comply with any request of such lender. and to execute such docu- ments as are necessary to obtain financing and insurance. Status Statement of Lease. Tenant agrees, upon request by Landlord, to execute, 8 acknowledge, and deliver to Landlord a statement in writing certifying, if such is the case: 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), stating the lease Commencement Date, stating that Tenant has not paid rent in advance, that Tenant is not aware of prior assignments of this Lease by Landlord, that Tenant has no offsets against the rent or claims against Landlord, the amount of monthly rent due, and the date to which Minimum Rent and other charges have been paid. Easements. Landlord shall have the right to grant any easements on, over, under, and above the Leased Premises for such purposes as Landlord determines. provided that such ease- ments will not materially-interfere with Tenant's business. Holding Over. In the event that Tenant remains in possession after the expiration of this Lease, without execution of a new Lease, Tenant shall he deemed to occupy the Leased Premises as a tenant from month-to-month, subject to all conditions, provisions, and obligations set forth herein insofar as the same are applicable to a month-to-month tenancy. Time is of the Essence. Time is of the essence hereof, and each party shall perform its obligations and conditions hereunder within the time hereby required. Severahilit}. If any clause or provision of this Lease is illegal. invalid or unenforceable under present or future laws effective during the Lease Term, then and in that event it is the in- tention of the parties hereto that the remainder of this Lease shall not be affected thereby, and it is also the intention of the parties to this Lease that in lieu of each clause or provision of this Lease that is illegal, invalid, or unenforceable. there be added as a part of this Lease a clause or provision as similar in terms to such illegal, invalid,or unenforceable clause or provision as may be possible and be legal..olid, and enforceable. Provisions Negotiated and Independent Each and every provision of this Lease has been independently, separately, and freely-negotiated by the parties as if this Lease was drafted by both Landlord and Tenant. The parties, therefore, waive any statutory or common law presump- tion, which would serve to have this document construed in favor of, or against,either party. Rights and Remedies The remedies of Landlord shall be cumulative,and no one of them shall he construed as exclusive of the other, or any remedy provided by law. 1 he rights and rem- edies provided hereunder shall survive the termination of this Lease. Jurisdiction and Venue. The term; of this Lease shall be interpreted according to the laws of the State of Colorado. Tenant consents to the enforcement by Landlord of Tenant's obli gations hereunder in the District Court in and for the Pitkin County,Colorado. PARAGRAPH 15-ADDITIONAL PROVISION Landlord,at the Landlord's expense, will warrant that as of the Commencement Date,the lift/elevator, electrical, plumbing, HVAC, air circulation,and all building systems arc in excel- 9 lent working order and provide sufficient temperature control and ventilation air consistent with current standards or as mutually agreed Landlord will professionally clean the Premises prior to Tenant's occupancy. Upon macatmg the Premises, Tenant will hire a professional cleaner to thoroughly clean the Premises Tenant acknowledges that it is the Tenant's responsibility to comply with the local fire department codes and ordinances and Tenant shall furnish and keep up-to-date the fire extin- guishers as per the current city code within Tenant's Premises. All other terms and conditions shall remain the same and said Lease is hereby ratified and confirmed accordingly. ALL LEASE PAYMENTS AS WELL AS TENANT NOTIFICATIONS TO LANDLORD ARE TO BE SUBMITTED TO. IN WITNESS WHEREOF, the parties hereto have executed this lease the day and year first above written LANDLORD: TENANT: Aspen Fire Protection District Board of Count) Commissioners of Pitkin Coun- ty. 4 By Date 0v12, l / b l0