HomeMy WebLinkAboutbocc.con.063.2017-BOCCCONTRACT #66 5
A RESOLUTION OF THE BOARD OF COUNTY
COMMISSIONERS OF PITKIN COUNTY, COLORADO
APPROVING THE
LEASE AGREEMENT WITH THE CONNECT ONE, LLC AND
AUTHORIZING THE CHAIRMAN TO EXECUTE LEASE
AGREEMENTS FOR SPACE LOCATED AT
RIVER PARK CENTER, 123 EMMA ROAD
RESOLUTION # /VG Z 2017
I. The Board of County Commissioners of Pitkin County (the "County") is the
owner of the premises known as the River Park Center, located at 123 Emma
Road, Basalt, Colorado, more fully described as Lot K, Basalt Commercial Park,
Lot Al.
2. Connect One, LLC (Lessee) has been a tenant on a yearly lease basis since 2014.
The County desires to continue this practice.
3. The County will continue to lease the commercial space, approved in the Pitkin
County budget process revenue and expenditure to 123 Emma Road within Pitkin
County Facilities operations budget.
4. It is in the best interest of both the County and the Lessee, to set forth the terms for
the operation of the commercial use on the Premises, subject to certain agreements
by the County and lessee.
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 Commercial Lessee for uses that have been established
since 2014 and desires to continue such use by accommodating their space needs to
the greatest extent possible.
7. This Resolution addresses a one (1) year lease, effective January 1, 2017.
8. The County desires to approve the lease of space on the following terms and
conditions:
SECTION I.
The Pitkin County Commissioners approve leasing of office space as outlined at
123 Emma Road, Suite 200A, Basalt, CO, to the Lessee listed above under the
terns and conditions.
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 resolutions 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 ordinance 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.
NOW, THEREFORE BE IT RESOLVED by the Board of County Commissioners of
Pitkin County, Colorado, that:
1. It hereby approve the start of the above-mentioned lease (#7) and approves the
lease agreement (0) with the Lessee in its present form or in a substantially
similar form approved by the County Attorney.
2. It further authorizes the Chairman or the Chair's designee to execute the lease
agreement (Attachment A) in its present forrn or in a substantially similar form
approved by the County Attorney.
INTRODUCED AND FIRST READ ON THE 21" DAY OF DECEMBER 2016 AND
SET FOR SECOND READING AND PUBLIC HEARING ON THE // AY OF
G.000 -r /7
NOTICE F PUBLIC HEARING AND TITLE AND SHORT SUMMARY OF THE
ORDINANCE PUBLISH%IN THE ASPEN TIMES WEEKLY ON THE
"�q' DAY OF f &ZIyJN r 2016.
NOTICE OF PUBLIC HEARING AND THE FULL TEXT OF THE RESOLUTION
POSTED ON THE OFFICP.1, PITKIN COUNTY WEBSITE ( www.pitkincountv.com )
ON THE �� DAY O ,,' Zo Jw,- 2016.
ADOPTED AFTER YfNALING AND PUBLIC HEARING ON THE
1DAY OF yt vli. r 2017.
PUBLISHED BY TITLE AND SHORT SUZIMARY,AA TEER�ON, IN THE
ASPEN TIMES WEEKLY ON THE _ �l( DAY OF U 2017.
POSTED BY TITLE AND SHORT SUMMARY ON THE OFFICIAL PITKQV
COUNTY WEBSITE (www.pitkincounty.com) ON THE /3btDAY OF
2017.
ATT T: BOARD OF UNTY COMMISSIONERSK//.��j—�'
Jeaa to Jones Rachel E. Richard , Chair
Dep ty County Clerk
Date:
APPROVED AS TO FORM: MANAGER APPROVAL
John EI ounty A r ey Jon Peacock, County Manager
�O%JrKIN
y COUNT
SUMMARY OF BASIC LEASE TERMS
GY,ZP/I/der% GONTRACT NUMBER (i6 3 —ac)/I
This Lease Summary made and entered into this 1st day of January 2017 between the Board of
County Commissioners of Pitkin County, Colorado. (hereinafter referred to as "County"), whose
addressl23 Emma Road, Suite 106, Basalt, CO 81621, and Connect One Design, LLC
(hereinafter referred to as "Lessee") whose address is 0123 Emma Road Suite 200A, Basalt, CO
81621.
WITNESSETH:
Section 1: Leased Premises
In consideration of the mutual covenants and agreements set forth herein and in the following
full text of the Lease to which this Summary of Business Terms is attached which Lease is made
a part hereof by this reference, County does hereby lease to Lessee and Lessee does hereby rent
from County the following described Leased Premises (referred to as "Leased Premises"): Suite
200A in the River Park Center building located at 0123 Emma Rd, Basalt, Colorado 81621,
containing approximately 976 square feet of office space.
Section 2:
The term of this Lease shall commence on January I, 2017, and shall expire on December 31,
2017 (The Primary Term) unless sooner terminated as provided herein. The term "Lease Year' as
used herein shall include each portion of a calendar year which may exist at the beginning and/or
end of the term hereof.
Section 3:
(a) Minimum Rent. Lessee shall pay County a fixed minimum annual rent for the lease year in
the amount of $12,688.00, paid in monthly installments of $1,057.33. This amount is equivalent
to $13.00 per square foot annually. Lessee shall pay County at the address of the County or at
such other place as County may from time to time designate in writing to Lessee, without any
prior demand therefore and without any deduction or setoff whatsoever, a fixed minimum annual
rental for the Leased Premises in equal monthly installments in accordance with the following
schedule.
(b) Utilities/Maintenance. Lessee shall provide and pay for all telephone, gas, and electricity
separately metered to the Leased Premises. Additionally, Lessee shall pay a percentage share of
the County's costs for utilities and maintenance ("Common Area Expenses"). "Common Area
Expenses' means all costs and expenses incurred by Landlord, in operating, managing, policing,
insuring, servicing, decorating, repairing, maintaining and replacing the (a) Common Area, (b)
the exterior surface of exterior walls, roofs, foundations, and other structural portions of the
building constituting the Center from time to time including the Building and the basic
plumbing, heating, ventilating, air conditioning, sprinkler and electrical systems within the core
of such building; and (c) the Common Utility Facilities constitute "Common Area Expenses"
but shall not include capital expenses; " Common Utility Facilities" include but are not limited to
sanitary sewer lines and systems, gas lines and systems, water lines and systems, fire protection
lines and systems, electric power, telephone and communication lines and systems. Common
Area Expenses shall include the following: expenses for maintenance, landscaping, snow
removal, repaving, resurfacing, repairs, replacements, painting, lighting, cleaning, trash removal,
security, if any, fire protection and similar items; management fees; payroll taxes, employment
taxes, workers' compensation, for those who perform duties connected with the operation,
maintenance and repair of the Center, its equipment, and the adjacent walks and landscaped
areas; rental on equipment; charges, surcharges, and other levies related to the requirements of
any federal, state, or local governmental agency; expenses related to the Common Utility
Facilities; personal property taxes and Real Property Taxes on the improvements and land
comprising the Common Area; costs of insurance maintained by Landlord pursuant to this Lease;
costs of improvements to the Common Area (i) intended to reduce operating expenses, (it) as any
laws, ordinances, rales, or regulations of any governmental authority or agency having
jurisdiction thereover may require from time to time by, or (iii) for the refurbishment and
replacement of Common Area improvements or amenities; and a sum payable to Landlord for
administration and overhead in an amount equal to six percent (6%) of the Common Area
Expenses for the applicable year. The percentage of Lessee's share of the County's costs is the
pro -rata share of square footage of the premises rented by Lessee (976 square feet) to the
rentable square footage of the entire Building (14,824 square feet), being 6% of the rentable area
of the entire Building, (hereinafter referred to as "pro -rata share"). These charges are based on
actual amounts and will be invoiced quarterly to the Lessee.
Section 4: Security Deposit
Lessee has on deposit with County as security for the performance of all terms, covenants, and
conditions of this Lease, the sum of $775.00. This deposit is to be retained by the County until
the expiration of this Lease, at which time the deposit shall either be returned to Lessee or
retained by County in accordance with the provisions of C.R.S. 38-12-101, et .seg. In no way is it
understood or to be construed that this security deposit is to be considered as the final rental
payment due under this Lease. No interest shall be paid on the security deposit.
Section 5 : Business Use
The Lessee shall utilize the premises for office use. County expressly reserves the right to
withhold its consent to any change of use or purpose in its unrestricted discretion.
�tTKIN
COUNT
RIVER PARK CENTER STANDARD COMMERCIAL LEASE
CONTRACT NUMBER
This lease, made and entered into this Ist day of January, 2017, between the Board of County
Commissioners of Pitkin County Colorado (hereinafter referred to as "County") and Connect
One Design, LLC (hereinafter referred to as "Lessee"),
WITNESSETH:
ARTICLE I: Leased Premises
The County hereby leases to the Lessee, and the Lessee hereby rents from the County, the
"Leased Premises" described in Section I of the Summary of Basic Lease Terms attached hereto
and made a part hereof by this reference.
ARTICLE II:
The term of this Lease is stated in Section 2 of the Summary of Basic Lease Terms, which is
incorporated herein by reference.
ARTICLE III: Rent
The Lessee agrees to pay the County a fixed minimum annual rental for the term of the Lease,
which rent is specified in Section 3 of the Lease Summary of Business Terms, which is
incorporated herein by this reference. This minimum rental is payable in equal monthly
installments due on the first day of each calendar month during the term hereof without prior
demand.
ARTICLE IV: Penalties of Late Pavment of Rent
A. If the Lessee fails to pay a monthly installment of combined rent comprised of (a) the fixed
minimum rent and (b) the utilities charges by the 10th day of the month in which it is due,
Lessee shall add ten percent to that monthly installment as additional rent.
B. The County need not give any notice to be entitled to these payments, and such additional
rentals or penalties shall in no way be construed to limit the County's remedies in the event of
such default, which remedies shall in all cases hereunder be deemed to be cumulative.
C. In the event that all or part of the rent is delinquent beyond the 30th day of the month in
which it is due, the delinquent amount (plus the related late payment penalty) shall bear
interest at the rate of one and one-half percent per month.
D. If Lessee makes any payment to the County by a check which is later dishonored for any
reason, the County may, in addition to the other remedies available to it hereunder, require
that future rental payments be made by cashier's check or certified funds. Lessee agrees to
pay the County $35 for each instance that a check written to Pitkin County is dishonored in
addition to a late payment charge. The County, at its option, has the right to terminate this
Lease upon receiving its first dishonored check from Lessee.
ARTICLE V: Taxes
Lessee has a taxable possessory interest in the Leased Premises. Any use or occupancy of
government property by any person, partnership, corporation, limited -liability corporation (LLC)
or other legal entity for the purposes of generating revenue from a business or operation is
subject to a taxable possessory interest.
The assessors office will send out a "Notice of Value" on May 11 of each year that states the
value associated with Lessee's possessory interest. That value will be the basis of the tax Lessee
will be required to pay for that year. The value is based on the remaining income to be collected
per the terms of Lessee's current lease.
ARTICLE VI: Indemnity and Insurance
A. Indemnification. Lessee shall indemnify, hold harmless and, not excluding the County 's
right to participate, defend the County and its officers, officials, agents, and employees
(hereinafter referred to as "County") 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 or any of its officers,
directors, agents, employees or contractors, arising out of or related to Lessee's occupancy
and use of the Leased Premises. It is the specific intention of the parties that the County
shall, in all instances, except for claims arising solely from the negligent or willful acts or
omissions of the County, be indemnified by Lessee from and against any and all claims. It is
agreed that Lessee 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 agrees to waive all rights of subrogation against the state, its
officers, officials, agents and employees for losses arising from the use, occupancy or
condition of the Leased Premises.
B. Non -Waiver. The parties hereto understand and agree that the County is relying on, and does
not waive or intend to waive by any provision of this Contract, the monetary limitations or
any other rights, immunities, and protections provided by the Colorado Governmental
Immunity Act et seq., as from time to time amended, or otherwise available to the County, its
subsidiary, associated and/or affiliated entities, successors, or assigns; or its elected officials,
employees, agents, and volunteers.
C. Insurance Requirements. Lessee shall procure and maintain for the duration of the Lease,
insurance against claims for injury to persons or damage to property which may arise from or
in connection with this Lease.
The insurance requirements herein are minimum requirements for this Lease and in no way
limit the indemnity covenants contained in this Lease. The County in no way warrants that
the minimum limits contained herein are sufficient to protect the Lessee from liabilities that
might arise out of this Lease. Lessee is free to purchase such additional insurance as Lessee
determines necessary.
Minimum Scope and Limits of Insurance: Lessee shall provide coverage with limits of
liability not less than those stated below. An excess liability policy or umbrella liability
policy may be used to meet the minimum liability requirements provided that the coverage is
written on a "following form" basis.
1. Commercial General Liability — Occurrence Form
Policy shall include bodily injury, property damage and liability assumed under an
Insured Contract including defense costs.
a. The policy shall be endorsed to include the following additional insured language:
"County its subsidiary, parent, associated and/or affiliated entities, successors, or
assigns, its elected officials, trustees, employees, agents, and volunteers shall be
named as additional insureds with respect to liability arising out of the activities
performed by, or on behalf of the Contractor".
b. A Waiver of Subrogation shall apply in favor of the County, its subsidiary, parent,
associated and/or affiliated entities, successors, or assigns, its elected officials,
trustees, employees, agents, and volunteers.
Minimum Limits:
General Aggregate
$2,000,000
Products/Completed Operations Aggregate $2,000,000
Each Occurrence Limit $1,000,000
Personal/Advertising Injury
$1,000,000
Fire Damage Expense
$1,000,000
Premises Medical Expense (Each Person)
$5,000
2. Property Insurance
a. Property insurance shall be written on a Covered Cause of Loss -Special Form,
replacement cost coverage, including coverage for Flood and earth movement.
b. The County shall be named as a loss payee on property coverage for tenant
improvements and betterments.
If property coverage on the building is required, "the County shall be named as an
Additional Insured -Owner/ loss payee".
A waiver of subrogation applies the County for any County Property.
Coverage for Lessee's Tenant Improvements, Fixtures 100% replacement cost
Coverage on Building (required if Lessee is sole 100% replacement cost
occupant)
Coverage for Loss of Rents Amount equal to all
Minimum Annual Rent and
other sums payable under
the lease
3. Worker's Compensation and Employers' Liability
Minimum Limits:
Coverage A (Workers' Compensation) Statutory
Coverage B (Employers Liability) $100,000
$100,000
$500,000
E. Additional Insured Requirements: The policies shall include, or be endorsed to include, the
following provisions:
1. On insurance policies where the County is named as an additional insured, the County
shall be an additional insured to the full limits of liability purchased by the Lessee even if
those limits of liability are in excess of those required by this Lease.
E. Notice of Cancellation: Each insurance policy required by the insurance provisions of this
Contract shall provide the required coverage and shall not be suspended, voided or canceled
except after thirty (30) days prior written notice has been given to the County, except when
cancellation is for non-payment of premium, then ten (10) days prior notice may be given.
Such notice shall be sent directly to Pitkin County Facilities, Jodi Smith Facilities
Director, 123 Emma Road, Suite 106, Basalt, CO 81621. If any insurance company refuses
to provide the require notice, the Contractor or its insurance broker shall notify the County of
any cancellation, suspension, non -renewal of any insurance within seven (7) days of receipt
of insurers' notification to that effect.
Accentability of Insurers: Insurance is to be placed with insurers duly licensed or authorized
to do business in the state of Colorado and with an "A.M. Best" rating of not less than A -
VII. The County in no way warrants that the above -required minimum insurer rating is
sufficient to protect the Contractor from potential insurer insolvency.
G. Verification of Coverage: Lessee shall furnish the County with certificates of insurance
(ACORD form or equivalent approved by the County) as required by this Lease. The
certificates for each insurance policy are to be signed by a person authorized by that insurer
to bind coverage on its behalf.
All certificates and any required endorsements are to be received and approved by the
County before the Lease commences. Each insurance policy required by this Lease most be
in effect at or prior to commencement of this Lease and remain in effect for the duration of
the Lease. Failure to maintain the insurance policies as required by this Lease or to provide
evidence of renewal is a material breach of contract.
All certificates required by this Lease shall be sent directly to Pitkin County Facilities, Jodi
Smith Facilities Director, 123 Emma Road, Suite 106, Basalt, CO 81621. The Pitkin
County Facilities Department, Lease agreement number and location description are to be
noted on the certificate of insurance. The County reserves the right to require complete,
certified copies of all insurance policies and endorsements required by this Lease at any time.
DO NOT SEND CERTIFICATES OF INSURANCE TO THE COUNTY'S RISK
MANAGEMENT DEPARTMENT.
H. Approval: Any modification or variation from the insurance requirements in this Agreement
shall be made by Risk Management or the County Attorney's Office, whose decision shall be
final. Such action will not require a formal contract amendment, but may be made by
administrative action.
J. Certificates of Insurance for all renewal policies shall be delivered to the County/County'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.
K. County's Fire, Extended Coverage and Liability Insurance. County shall pay the cost of fire
and extended coverage insurance covering the Building against loss or damage by fire and by
other risks now or hereafter embraced by "extended coverage" in the amount of the full
insurable value of the Building. The term "extended coverage, will be defined in writing for
Lessee's benefit. County, at County's expense, shall also maintain in full force during the
lease term general public liability insurance for the Building common areas and sidewalks
insuring the County against any and all liability or claims of liability for injuries to or death
of any persons or persons and/or for damage to the property of any person or persons arising
out of, occasioned by or resulting from any accident or incident in or about said common
areas and/or sidewalks. The limits of such liability insurance coverage shall be not less than
$1,000.000.00 for any one person injured or killed, nor less than $2,000,000.00 for any one
accident or occurrence, and not less than $100,000.00 for property damage. Each such policy
of liability insurance shall name Lessee as an additional insured. For each Lease Year Lessee
shall pay Lessee's pro -rata share of the premiums for the above described insurance coverage,
which amount shall be payable in equal monthly installments due on the same day as the
minimum monthly rental payments are due hereof without prior demand.
L Waiver of Subrogation. County agrees -that any -insurance maintained by it on the Premises or
in connection with the provisions of the Lease shall contain a waiver of subrogation
provision as against Lessee and, in addition, County hereby waives all right of recovery
which it might otherwise have against Lessee, its agents, employees, invitees, or licensees for
any loss or damage which is covered by such insurance notwithstanding that such loss or
damage may result from the neglect or fault of Lessee, its agents, employees, invitees, or
licensees. Lessee agrees that any insurance maintained by it on the Premises or in connection
with the provisions of the Lease shall contain a waiver of subrogation provision as against
County and, in addition, Lessee hereby waives all right of recovery which it might otherwise
have against County, its agents employees, invitees, or licensees for any loss or damage
which is covered by such insurance notwithstanding that such loss or damage may result
from the neglect or fault of County, its agents, employees, or invitees.
ARTICLE VII: Utilities and Maintenance
A. Lessee shall provide and pay for all telephone, gas, and electricity separately metered to the
leased premises.
B. With regard to all utilities, it is mutually agreed that County shall not be liable in damages or
otherwise for any interruption or failure thereof when such interruption or failure is not due
to the gross negligence of County unless such interruption or failure is due to County's
failure to timely provide for or pay its obligations hereunder.
C. Lessee further agrees that Lessee will not install any equipment which will exceed or
overload the capacity of any utility facility, and that if any equipment installed by Lessee
shall require additional utility facilities; the same shall be installed and maintained at
Lessee's expense in accordance with the plans and specifications which have received prior
written approval by County.
D. Lessee shall pay a percentage share of the County's costs for utilities and maintenance
("Common Area Expenses") as described in Section 3(b) of the Summary of Basic Lease
Terms and incorporated herein by this reference.
E. Common Area Expenses shall be billed to Lessee on a quarterly basis. For the purpose of
this Lease quarters end on March 31, June 30, September 30 and December 31. Lessee shall
pay to the County as additional rent, its share of Common Area Expenses as defined in
Section 3(b) of the Summary of Basic Lease terms on the first business day after the end of
each quarter. The County shall deliver to Lessee an Estimate Statement of the quarterly
Common Area Expenses due no later than 30 days prior to the end of the quarter.
F. Within thirty (30) days after the expiration of the Term of this Lease or sooner termination of
the Lease, the County shalt deliver to Lessee a statement ("Actual Statement") which states
Lessee's Share of the actual Common Area Expenses for the calendar year in which this
Lease terminates. If the Actual Statement reveals Lessee's share of the actual Common Area
Expenses is more than the total additional rent paid by Lessee for Common Area Expenses
on account of the calendar year in which this Lease terminates, Lessee shall pay the County
the difference in a lump sum within thirty (30) days of receipt of the Actual Statement. If the
Actual Statement reveals Lessee's Share of the actual Common Area Expenses is less than
the additional rent paid by Lessee for Common Area Expenses on account of the calendar
year in which this Lease temrinates, the County shall credit any overpayment toward the next
monthly installment(s) of Lessee's share of the Common Area Expenses due under any
extension of this Lease or promptly rebate Lessee after the expiration or sooner termination
of this Lease.
G. Any delay or failure by the County in delivering any Estimate Statement or Actual Statement
pursuant to this Section shall not constitute a waiver of its right to require an increase in rent
nor shall it relieve Lessee of its obligations pursuant to this Section, provided Lessee shall
not be obligated to make any payments based on such Estimate Statement or Actual
Statement until thirty (30) days after receipt of such Estimate Statement or Actual Statement.
If Lessee does not object to any Estimate Statement or Actual Statement within thirty (30)
days after Lessee receives any such statement, such statement shall be deemed final and
binding on Lessee. Even though the Term has expired and Lessee has vacated the Leased
Premises, when the County makes its final determination of Lessee's share of the actual
Common Area Expenses for the year in which this Lease terminates, Lessee shall promptly
pay any increase due over the estimated expenses paid and, conversely, the County shall
promptly rebate any overpayment resulting from a decrease in such expenses to Lessee. Such
obligation shall be a continuing one which shall survive the expiration or termination of
this Lease. Prior to the expiration or sooner termination of this Lease and the County's
acceptance of Lessee's surrender of the Leased Premises, the County may estimate the actual
Common Area Expenses for the then -current lease year and collect from Lessee, prior to
Lessee's surrender of the Leased Premises, Lessee's share of any excess of such actual
Common Area Expenses over the estimated Common Area Expenses paid by Lessee in such
lease year.
ARTICLE VIII: Prohibited Uses: Nuisance and Cleanliness
A. Lessee will not use, occupy, or permit the Leased Premises or any part thereof to be used or
occupied for any unlawful or illegal business, use, or purposes deemed by the County to be
disreputable or hazardous, nor in such manner as to constitute a nuisance of any kind, nor
for any purpose or in any way in violation of any present or future laws, rules, requirements,
orders, directions, ordinances, or regulations of the United States of America, State of
Colorado, County of Pitkin, Town of Basalt, or other municipal, governmental, or lawful
authority whatsoever.
B. Lessee shall not do or permit anything to be done in or about the Leased Premises or bring
or keep anything therein which will in any way increase the rate of fire insurance upon the
Building wherein the premises are situated. Lessee shall, at its sole cost and expense,
comply with any and all requirements pertaining to the premises of any insurance company
necessary for the maintenance of reasonable fire and public liability insurance covering the
Lease Premises. Lessee shall promptly comply with all laws, ordinances, orders, and
regulations affecting the premises and the cleanliness, safety, and use of the same, including
installation of additional facilities -as -required for the conduct and continuance of Lessee's
business on the Leased Premises. No auction for fire or bankruptcy sales may be conducted
on the premises without County's consent.
C. Lessee covenants that it will exercise the highest duty of care to maintain the Leased
Premises in a clean condition.
D. Lessee shall not perform, act, or carry on any practices which may injure the Building of
which the Leased remises form a part or be a nuisance or menace to other tenants in said
Building.
E. A breach of any of the terms or conditions contained in this Article VIII shall constitute a
material breach of this Lease.
ARTICLE IX: Maintenance and Repairs
A. County's Obligations. County shall maintain the exterior (except the windows of the
Premises) of the Building and other common areas within the Building in good condition
and repair in accordance with good housekeeping practice. County shall make such repairs
forthwith, after receipt of written notice from the Lessee.
B. Lessee's Obligations. Lessee shall, at Lessee's own expense, maintain the interior of the
Leased Premises in good condition and repair in accordance with good housekeeping
practice. Lessee shall be responsible for cleaning and repairing the interior and exterior
surfaces of the windows and exterior doors in the Leased Premises.
C. Alterations and Improvements. Lessee shall not have the right to make any alterations,
improvements, and/or additions to the Leased Premises without first obtaining the County's
written consent.
D. Rights Upon Termination of Lease. Upon the termination of the Lease, all improvements to
the Premises existing at the commencement of the Lease, and any improvements installed
by Lessee during the Lease which cannot be removed without damage to the Premises, shall
become the property of County and shall be surrendered with the Premises and as a part
thereof This provision includes Lessee's equipment, trade fixtures and furniture.
ARTICLE X: County Not Liable For Damages
County shall not be liable to Lessee or to any other person whatsoever for any damage arising
from the leakage, obstruction, interruption, failure or discontinuance of all or any part of any
utility or utility system in or about the Leased Premises or the Building, or from water being
upon or coming through the roof or vents, due to causes other than the negligence of County, nor
for any damage arising from any acts or neglect of co -Lessees or other occupants of the Building
or of adjacent property, or the public.
ARTICLE XI: Assienment and Subletting
A. Except as provided herein, Lessee shall not assign this Lease nor any interest herein, or
encumber, mortgage or hypothecate this Lease or any interest herein, or permit the use of
the Leased Premises by any person or persons other than Lessee, or sublet the premises in
whole or in part without County's prior written consent, which consent shall not be
unreasonably withheld except that Lessee shall have the right to collaterally assign its rights
in this Lease to its secured Lenders without the consent of the County. If Lessee is a
corporation, any sale or other transfer of the stock of such corporation which results in the
present shareholders therein owning less than 51% of the stock thereof shall be deemed an
assignment of this Lease, requiring the prior written consent of County. Any assignment,
10
encumbrance, sublet, or occupancy change made or given or permitted in violation hereof
shall be null and void and without force or effect and shall be deemed a breach of this entire
Lease. Any assignee must acknowledge in writing compliance with all exclusive uses in the
building.
B. Except as provided herein, if Lessee shall purport to assign or encumber this Lease or sublet
all or any portion of the Leased Premises or permit any person or persons other than Lessee
to occupy the premises, County may collect rent from the person or persons then occupying
the premises and apply the net amount collected to the rent reserved herein, but no such
collection shall be deemed a waiver of this Article XIII or the acceptance by County of such
purported assignees of Lessee or occupant, or release of the Lessee of the further
performance of Lessee of covenants on the part of Lessee herein contained.
C. Concurrent with the execution of this Lease, the County grants permission for Lessee to
sublet a portion of the Leased Premises to Reid Haughey ("Sublessee") pursuant to the
terns of Lessee's sublease agreement with Sublessee.
ARTICLE XII: Access to Premises
A. County and its authorized representative shall have the right to enter upon the Lease
Premises at all reasonable boors (and in emergencies at all times) to inspect the same, make
repairs, additions or alterations to the premises and for any lawful purpose. County agrees to
provide Lessee with reasonable notice whenever it deems it necessary to enter upon the
premises.
B. For a period commencing ninety (90) days prior to the end of the lease term, County may
have reasonable access to the Leased Premises for the purpose of exhibiting the same to
prospective Lessees and to post any usual "For Lease" signs upon the Leased Premises.
ARTICLE XIII: Destruction of Premises
If the Premises shall be damaged by fire or other casualty, County shall, in County's sole
judgment reasonably exercised, determine the length of time required to restore and repair the
Premises to tenantable condition, and shall notify Lessee of such determination within ten (10)
days after the occurrence of such fire or other casualty. If it is determined that the Premises
cannot be restored to tenantable condition within thirty (30) days, then either County or Lessee
may terminate this Lease by giving written notice of termination to the other within ten (10) days
after County shall have notified Lessee of the time required for such restoration. If neither party
shall so terminate this Lease, or if the Premises can be restored to tenantable condition within 30
days, then County shall, at County's own expense, restore and repair the same to tenantable
condition as speedily as possible and the rent shall be abated, in whole or in part, according to
the portion of the Premises rendered un -tenantable during the period of such restoration and
repair; except that there shall be no abatement of rent if such fire or other casualty shall be
caused by the acts or neglects of Lessee, or Lessee's agents, employees, invitees, or licensees.
Notwithstanding the foregoing, County shall have no obligation to restore or repair any fixtures
or other improvements placed upon the Premises by Lessee and Lessee shall have the sole
obligation to repair and restore such items. In the event that the Building shall be so damaged by
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fire or other casualty that demolition or substantial reconstruction is required (whether or not the
Premises be affected thereby), then County may terminate this Lease by giving Lessee written
notice of such termination within 30 days after the date of such damage.
ARTICLE XIV: Eminent Domain
A. If title to all of the leased premises or so much thereof be taken by any public or quasi -
public use under any statute or by right of eminent domain, or by private purchase in lieu
thereof, so that a reasonable amount of reconstruction of the premises will not result in the
premises being a practical improvement and reasonably suitable for Lessee's continued
occupancy for the uses and purposes for which the premises are leased, this lease shall
terminate as of the date that possession of said premises, or part thereof, be taken.
B. If any part of the premises shall be so taken and the remaining part thereof (after
reconstruction of the then existing building in which the premises are located) is reasonably
suitable for Lessee's continued occupancy for the purposes and uses for which the premises
are leased, this lease shall, as to the part so taken terminate as of the date that possession of
such part of the exclusive premises be so taken and the fixed rent shall be reduced in the
same proportion that the floor area of the portion of the exclusive premises so taken (less
any additions thereto by reason of any reconstruction) bears to the original floor area of the
exclusive premises, and County shall, at its own cost and expense, make all necessary
repairs or alterations to the building in which the premises we located so as to constitute the
portion of the building not taken a complete architectural unit and the remaining exclusive
premises a complete merchandising unit, but such work shall not exceed the scope of the
work to be done in originally constructing said Building.
There shall be no abatement of rent during such restoration except to the extent otherwise
provided in this paragraph.
C. All compensation awarded or paid upon such a total or partial taking of the fee of the
premises shall belong to and be the property of the County; provided, however, that County
shall not be entitled to any award made to Lessee for loss of business, depreciation to, and
cost of removal of stock and fixtures.
D. Each party agrees to execute and deliver to the other all instruments that may be required to
effectuate the provisions thereof.
ARTICLE XV: Default
A. The occurrence of any of the following shall constitute an event of default:
i. Delinquency by the Lessee in payment of any rent under this Lease for a period of ten
(10) days from the date such rent became due and payable.
ii. Delinquency by the Lessee in the performance of or compliance with any of the other
obligations of Lessee contained in this Lease, for a period of thirty (30) days after
written notice thereof from County to Lessee.
iii. Filing by or against the Lessee in any court pursuant to any statute either of the United
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States or of any state, of a petition of bankruptcy or insolvency, or for reorganization,
or for the appointment of a receiver or trustee, of all or a portion of the Lessee's
property, if within ninety (90) days after the commencement of any such proceedings
involving the Lessee such petition shall not have been dismissed.
B. In the event of default in non-payment of rent as defined in Paragraph A (i) above, this
Lease shall automatically terminate on the date specified in the County's three (3) day notice
for payment of rent or surrender of possession of the premises under Section 13-40-104(d)
(1973 C.R.S.), if Lessee fails to pay such rent as demanded in said notice. To avoid potential
forfeiture on account of clerical error or oversight, Lessee shall have the right to require the
County to deliver a copy of any such notice to the President of a banking institution in
Carbondale, Colorado, or to another responsible person in Carbondale, Colorado, to permit
Lessee to arrange for payment of such rent within said three (3) day period. If notice of the
identity and address of such bank or person shall be specified in writing by Lessee under the
circumstances described in Paragraphs A(ii) and Alin) above, this Lease shall automatically
terminate on the date specified in County's three (3) days' notice to such bank or person
under Section 13-40-104(e) (1973 C.R.S.).
C. Upon the termination of this Lease pursuant to the preceding subparagraph, the Lessee shall
peacefully surrender the Leased Premises to the County, and the County upon or at any time
after any such termination, may, without further notice, reenter the Leased Premises and
repossess it by force, summary proceedings, ejectment or otherwise, and may dispossess the
Lessee and remove the Lessee and all other persons and property from the Leased Premises,
and may have, hold, and enjoy the Leased Premises and the right to receive all rental income
therefrom.
D. At any time after such termination, the County may relet the Leased Premises or any part
thereof, in the time of the County or otherwise for such term (which may be greater or less
than the period which would otherwise have constituted the balance of the term of this
Lease) and on such conditions as the County, in the County's absolute discretion, may
determine and may collect and receive the rents therefore. The County shall in no way be
responsible or liable for any failure to collect any rent due upon such reletting.
E. No such termination of this Lease shall relieve the Lessee's liability and obligations under
this Lease, and such liability and obligations shall survive any such termination. In the event
of any such termination, the Lessee shall pay to the County the rent required to be paid by
the Lessee up to the time of such termination, and thereafter the Lessee, until the end of
what would have been the term of this Lease in the absence of such termination, shall be
liable to the County for, and shall pay to the County as and for liquidated and agreed
damages for the Lessee's default the following:
i. The equivalent of the amount of the rent which would be payable under this Lease by
the Lessee if the Lease were still in effect, less
ii. The net proceeds of any reletting effected pursuant to the provisions of the preceding
paragraph, after deducting all of the County's expenses, all reasonable repossession
costs, brokerage commission, legal expenses, attomey's fees, costs and expenses of
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preparation for such reletting.
F. Should Lessee be dispossessed of the Leased Premises by operation of law or otherwise, any
personal property belonging to Lessee left on the premises shall, at the County's sole option,
be deemed to be abandoned to the County, or County may store such property in Lessee's
name and at Lessee's expense without notice to Lessee.
G. In the event of default by County, the Lessee shall have all rights and remedies available at
law or in equity.
ARTICLE XVI: County's Lien
None
ARTICLE XVII: Covenant of Ouiet Eniovment
So long as the Lessee is not in default hereunder during the base term hereof and any renewal or
extension hereof, the County covenants that the Lessee shall peaceably and quietly occupy and
enjoy the Leased Premises subject to the terms hereof. The County warrants and agrees to defend
the title to the Leased Premises, and further warrants that it has full authority to execute this
Lease.
ARTICLE XVIII: Accord and Satisfaction
No payment by Lessee or receipt by County of a lesser amount than the rent herein provided
shall be deemed to be other than on account of the earliest amount due and payable hereunder,
nor shall the endorsement or statement accompanying any check or payment required hereunder
be deemed an accord and satisfaction, and County may accept any such check or payment
without a prejudice to the County recovering the balance of such amounts due hereunder or
pursue any other remedy provided in this Lease.
ARTICLE XIX: Waiver
One or more waivers of any covenant or condition by County 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 County to or of any act by Lessee requiring County's consent, or approval shall not
be deemed to waive or render unnecessary County's consent or approval to or of any subsequent
similar act by Lessee. The subsequent acceptance of rent hereunder by County shall not
constitute a waiver of any preceding breach by Lessee of any term, covenant, or condition of this
Lease other than the failure of Lessee to pay the particular rental so accepted, regardless of
County'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 the County.
ARTICLE XX: Holdine Over
If Lessee should remain in possession of the premises after the expiration or other termination of
the lease term and without executing a new lease, then such holding over shall be construed as a
tenancy from month to month, at one hundred ten percent (110%) of the previous rent, and
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subject to all the conditions, provisions and obligations of this Lease insofar as the same are
applicable to a month to month tenancy.
ARTICLE XXI: Surrender of Premises; Treatment of Lessee's Alterations at Expiration of
Lease
All alterations, additions, improvements, partitions, flooring, carpeting or fixtures, including but
not limited to light fixtures, electrical fixtures, and plumbing fixtures, which may be made or
installed by either of the parties hereto upon the Leased Premises and which in any mamrer are
attached to the floors, walls, windows, or ceilings (excepting coolers, compressors, cash
registers, computers or other mechanical equipment installed by Lessee) shall be the property of
the County upon the expiration or other termination of this Lease, unless County shall elect
otherwise. In the event the County shall so elect, such alterations, installations, additions or
improvements made by Lessee upon the Leased premises as the County shall so elect shall be
removed by the Lessee and Lessee shall restore the premises to its original condition at the
commencement hereof normal wear and tear excepted, at its own costs and expense prior to the
expiration or termination of the term thereof; or if the Lessee fails to do so, County, in addition
to all of its other rights and remedies hereunder, may do so at the Lessee's expense. Also, at the
expiration or other termination of the lease term, Lessee shall remove all of his movable trade
fixtures which shall not be property of the County under the foregoing provisions of this
paragraph. The Lessee's obligations to perform the covenants contained in this Paragraph of this
Lease shall survive the expiration or other termination of this Lease.
ARTICLE XXII: Signs, Displays, and Other Advertising Media
Lessee shall be allowed signage as provided in the Summary of Business Terms.
Lessee shall not crest or install any other exterior or interior window or door signs, advertising
media, window or door lettering, or placards without County's written consent. The cost shall be
the Lessee's sole expense. Lessee agrees not to use any advertising media that shall be deemed
objectionable to County or other Lessees, such as loudspeakers, phonographs, or radio
broadcasts in a manner to be heard outside the premises. Lessee shall not install any exterior
lighting, decoration, painting, or awming or make any changes to the exterior of the Leased
Premises without County's written consent. There shall be no newspaper sales dispensers or
other vending machines on the exterior of the premises. All signs must comply with the Town of
Basalt P.U.D. regulations.
ARTICLE XXIII: Notices
Any notice required or permitted under this Lease shall be in writing and shall be hand -delivered
or sent by registered or certified regular mail, postage pre -paid to the addresses of the parties as
follows. For the purpose of counting days for the notice period, the period shall commence three
days from the date of the postmark of the letter as mailed. Nothing contained herein shall be
construed to preclude personal service of any notice in the manner prescribed for personal
service of a summons or other legal process. Electronic delivery of notices shall also be deemed
sufficient and considered delivered upon receipt of confirmation of delivery on the part of the
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sender.
Each party by notice sent under this paragraph may change the address to which future
notices should be sent.
The address for the Lessor and the Lessee for notice are as follows:
To Lessor:
With a Copy Ta
Board ofCounty Commissioners of Pitkin County
Pitkin County Attorney's Office
c/o Facilities Director
123 Emma Rd. Ste, 204
485 Rio Grande Place#101
Basalt, Colorado 81621
Aspen, Colorado 81611
To Lessee:
Connect One Design, LLC
Heather Henry, Owner
0123 Emma Road, Suite 200A
Basalt, Colorado 81621
ARTICLE XXIV: Attorney's Fees and Waiver of Riehl to Jury
In the event of any litigation or other action or proceeding between the parties hereto arising out
of the performance or nonperformance of this Lease, or enforcement of any rights of remedies
hereunder, including any indemnities herein contained, the substantially prevailing party shall be
entitled in such litigation, action or proceeding to also recover as part of any judgment, award or
other relief, its reasonable attorney's fees and costs incurred. The County and Lessee expressly
waive any right which either may have to trial by jury of any dispute arising under this Lease
relating to the issues of termination of this Lease and rights to possession of the premises.
ARTICLE XXV: Miscellaneous Provisions
A. If any portion of this Lease shall be declared invalid or unenforceable, the remainder of the
Lease shall continue in full force and effect.
B. Where necessary to carry out the meaning hereof, the singular shall mean the plural, the
plural the singular, and any gender shall apply to all genders.
C. This Lease and the Lease Summary of Business Terms attached hereto constitute the total
understanding of the parties with respect to the subject matter hereof and no modifications
thereof may be made except by a writing signed by both of the parties.
D. This Lease and all agreements herein contained shall bind the parties hereto and their heirs,
personal representatives, successors and assigns.
E. In the event that more than one Lessee is obligated under the terms of this lease, each such
Lessee shall bejointly and severally liable for the fulfillment of all of the obligations of this
lease, including without limitation, the payment of rent and the payment of the Lessee's
other financial obligations hereunder
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F. 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.
G. This Lease shall be construed in accordance with the laws of the State of Colorado.
Jurisdiction for any disputes hereunder shall be in the courts in and of Pitkin County and the
State of Colorado.
H. Time is of the essence for the performance of any obligation contained in this Lease.
1. The parties may execute this Lease in one or more counterparts, each of which shall
constitute an original and all of which shall be one and the same agreement.
IN WITNESS WHEREOF, the parties have executed this Lease on the day and year first
above written.
LESSEE: CONNECT ONE DESIGN, LLC
� f n a1
By l� /r g/0Y1;
Bather He Date
wner, Come One Design, i.LC
BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY:
B-
Jodi lith Date
PitkiU County Facilities Director
By
Jon Peac ck, Date
Pitkin County Manager
APPROVED TO FORM:
J ly, my Attorney Date
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