HomeMy WebLinkAboutbocc.con.353.2017 CONTACT NO. 353-2017
(ATTACHED)
ORDINANCE OF THE BOARD OF COUNTY COMMISSIONERS OF PITKIN
COUNTY,COLORADO,APPROVING THE EXECUTION OF A
LEASE BETWEEN PITKIN COUNTY AND MOUNTAIN
FAMILY HEALTH CENTER FOR THE PURPOSE OF PROVIDING HEALTH CARE
SERVICES FOR THE MEDICALLY UNDERSERVED
ORDINANCE No.oay -2017
RECITALS:
1 Pursuant:o 30-35-301 CR.S.,the Board of County Commissioners('BOCC")of home
Rule Counties is authorized to make and publish ordinances for carrying into effect or
discharging the powers and duties conferred upon such counties by law and as seems
necessary.
2. Pursuant to Section 2.8.1 of the Home Rule Charter("HRC'), the BOCC is authorized to
take official action by Ordinance for certain matters where action it prescribed pursuant
to the Colorado Revised Statues as amended.
3. On 3une15,2016 123 Emma Road was put on the market and the Hoard approved a
contract to purchase(below the asking price of 539 million)for$3.3 million ($209 square
foot) on September 28, 2016
4. The property known as River Park Center is a 15,763 square foot building located in
Pitkin County that currently has two restaurants renting space on the wound floor and a -
second floor that contains an atrium and patio/walkways, bar/restaurant meeting space
occupied by Pitkin County,and a private sector professional office. The County has now
assumed the existing:eases and revenue streams while taking on the cost and
responsibility for managing the property.
5. Since the County owns a fungible asset a letter of intent was signed spelling out the terms
for the use of this building once the County staff vacates it to assume operations in the
new administrative building in Aspen. With this lease long tens service needs will now
be addressed through providing space to Mountain Family Ifea11h Centers to continue and
expand medical, behavioral health,and dental services to low-income populations in
Pitkin County.
6. Mountain Family Health currently located at 234 Cody Lane in a facility leased by,and
shared with, Aspen Valley Hospital serves approximately 2,000 of the approximately
4,500 individuals in Pitkin County living at or below 200%of poverty level
7. The Pitkin County building will eliminate Mountain Family Health's then-main barrier of
limited space(3,050)in order to serve a larger portion of the low income population in
Pitkin County.
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RECEPTION#:643587, R:$000, D: $0.00
DOC CODE: ORDINANCE
Pg 1 of 46, 12/06/2017 at 09:09:31 AM
Janice K.Vos Caudill,Pitkin County,CO
S. The Board of County Commissioners("rhe BOCCI')has determined that River Park
Center located at 123 Emma Road, Basalt Colorado 81621, which Is owned by Pitkin
County and the location that has been used for temporary space for day to day business
operations of the County Department,will be available to lease commencing in spring of
2018.
a. The BOCC desires to enter trite a commercial lease with Mountain Family Health Center
("Center") for an initial term of 20 years to house the Center, located at 123 Emma Road.
Basalt, Colorado 81621 more specifically described as Lot Al. Basalt Commercial Park.
together with an easement for ingress and egress as set forth in Access Agreement
recorded April 12, 1993 in book 708 at page 449.
10. The lease commencement date is anticipated for July ], 2018. The leased premises is to
be for both floors equaling 9,070 of which 8,016 square feet is located on the lower floor
and 1,054 is located on the second floor of the entire building,but may be fat any portion
of this space The space ultimately leased or leased in phases will he determined by
Mountain Family's ability and need The "Center" accepts premises in its present "as is"
condition
11. The BOCC finds that adoption of this ordinance is necessary for the immediate
preservation of the public health, safety and welfare of the citizens of Fitkin County
NOW, THEREFORE, BE IT ORDAINED by the Board of County Commissioners of Pitkin
County,Colorado that it hereby adopts an Ordinance Appmving the Execution of a Lease
between Pitkin County and Mountain Family Health Center for the Purpose of Providing
Health Care Services for the Medically underserved and authorizes the Chair or the Chair's
designee to sign the Ordinance upon the satisfaction of the Courtly Attorney to a form
substantially smiilar to the attached document and execute any other associated documents
necessary to complete this matter.
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INTRODUCED AND FIRST READ ON THE /3 DAY OF . s / . , 2017
AND
SE FOR SECOND READING AND PUBLIC HEARING ON THE.�G/ DAY OF
Y..Gtt/ Y 2017.
NOTICE OF PUBLIC HEARING AND TITLE AND SHORT SUMMARY OF THE
R - OL TION PUBLISHED IN THE ASPEN TIMES WEEKLY ON THE /yz DAY OF
,r , ,2017.
NOTICE OF PUBLIC HEARING AND THE FULL TEXT OF THE RESOLUTION POSTED
ON TIE OFFICIAL COUNTY WEBSITE( ''w pitkincounty.com)ON THE
/'/"DAY OF ,`�/%,✓�.{Gsu.4V7 2017. q
it
OPTED/IAFTER FINAL READING AND PUBLIC HEARING ON THE p �I DAY OF
,91tif joyY 2017.
PUBLISHED BY TITLE AND SHORT SCRAM 4,1W, AFTER ADOPTION, IN THE ASPEN
TIMES WEEKLY ON TILE Ste" CAY OF)I/t'4e v /017.
POSTED BY TITLE AND SHORT SUMMARY ON�THE OFFIC�AL PITKIN COUNTY
WEBSITE(wwo.pnkmcounj.com) ON THE ��6 DAY OF it.h,e,
ATTEST: BOARD OF COUNTY COMMISSIONERS
,-
i
( �W
Byfi)
JeanetteionesGeorge Newma,, Chau
Deputy ounty Clerk Y Data// S24-7
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APPROVED AS TO FORM- MANAGER APPROVAL
- — / 7
J, - Ely,County A -1 -
un Peacock, -ounty Manager
� i--
CONTACT NO. 353-2017
SUMMARY OF BASIC LEASE INFORMATION AND DEFINITIONS
This SUMMARY OF BASIC LEASE INFORMATION AND DEFINITIONS ("Summary") is
hereby incorporated into and made a part of the attached Center Lease which pertains to the
Building described in Section 1.4 below. All references in the Lease to the "Lease" shall
include this Summary. All references in the Lease to any term defined in this Summary shall
have the meaning set forth in this Summary for such term. Capitalized terms used in this
Summary and capitalized terms in the Lease not otherwise defined in this Summary shall have
the meaning given to such terms in the Lease. If any inconsistency exists between this
Summary and the Lease, the provisions of the Lease shall control._
1.1 County's Address: 530 E. Main Street, Aspen CO 81611 Property Manager
Address 530 E Main St., Aspen CO 81611 Rent Payment Address: 530 East Main Street,
,Aspen. CO 81611
1.2 Tenant's Address: 2700 Gilstrap Court 4230, Glenwood Springs,CO 81601
1.3 Center: The center is commonly known as River Park Center.
ILA Building:Center. located at 123 Emma Road, Basalt, Colorado 81621 more specifically
described as Lot Al, Basalt Commercial Park, together with an easement for ingress and egress
as set forth in Access Agreement recorded April 12, 1993 in book 708 at page 449. The
building within which the Premises are located, is depicted in Exhibit "A" attached hereto
1.5 Premises: Those certain Premises within the Building shown on.the two pages of the
floor plans attached hereto as Exhibit "B", containing 9,070 rentable square feet space Tenant
accepts Premises in its present "as is"condition.
1.6 Tenant's Share: See Section 1 3 of the Lease.
1.7 Commencement Date; Expiration.Date:
Commencement Date: July 1,2018
Expiration Date July 1, 2038
L8 Term:Twenty years and shall commence as of the date first written above and shall
automatically renew for a ten-year period unless terminated by one of the signing parties upon
one hundred and eighty(ISO) days notice or otherwise terminated under the provisions in I.8.a
below.
(a) In the event of default, any party shall have the option to discontinue their obligations
under this Lease and terminate the Luer upon 90-days written notice during which the
defaulting party shall have the opportunity to cure the default.
1.9 Annual Base Rent: Base Rent starting on July I. 201S, $190,000 00/annually wtlh a
2% annual escalation or one half of Denver Boulder- Greeley CP1 whichever is greater to
base rent.
1.10 Permitted Use: Medical Health Services.
LI1 Security Deposit: N/A
1.12 Tenant Improvements: The tenant improvements installed or to be installed m the
Premises, if any,described as "Tenant's Work" in the Work tetter Lease attached hereto as
Exhibit "C".
1.13 Amount Due on Lease Execution.
Base Rent for first year. 5150,003.00
Common Area Maintenance (CAM) SO
Security Deposit $N/A
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LEASE AGREEMENT
This LEASE which includes the preceding Summary of Basic Lease information and
definitions ("Summary")attached hereto and incorporated herein by this reference
(collectively, the ("Lease"),is dated for identification purposes only as of the 1st day of July
2018, by and between Pitkin County, Colorado ("County"),and Mountain Family Health
Center("Tenant")
1. Premises.
1,1 Premises.County hereby leases to Tenant and Tenant hereby leases from
County the Premises upon and subject to the terms,covenants and conditions
contained in this Lease to be performed by each party.
1.2 County's Reservation of Rights. Provided County does not interfere with
Tenant's use of and access to the Premises in an unreasonable manner, County
reserves the right from time to tune to install, use, maintain, repair, replace and
relocate pipes, ducts, conduits, wires,and appurtenant meters and equipment
above the ceiling surfaces, below the floor surfaces,and within the walls of the
Building and the Premises.
1.3 Tenant's Share. "Tenant's Share" means a fraction,the numerator of which is
9,070 square feet, the total square feet of leasable space(as defined below) of
the Tenant's Premises and the denominator of which is 15,693 square feet, the
total Floor Area of the building, including the Premises, per AnsiBoma 265.5-
2010 standards. Tenant's share is fifty-one percent(57.8%).
1.4 Floor Area. "Floor Area" of Tenant's Premises is 8,016 square feet.The Floor
Area is measured, on a fluor by floor basis in accordance with AnsiBoma 265.5-
2010 standards
2. Term.
2.1 Term. Notice of Lease Dates_The Term of this Lease shall be for the period
designated in Section 1.8 of the Summary of Basic Lease Information,
commencing on the Commencement Date,and ending on the Expiration Date,
unless the Term is sooner terminated or extended as provided in this Lease
Within ten (10)days after County's written request,Tenant shall execute a
written confirmation of the Commencement Date and Expiration Date of the
Term in the form of the Notice of Term Dates attached hereto as Exhibit "D"
The Notice of Term Dates shall be binding upon Tenant unless Tenant objects
thereto in writing within such ten ( I0) day period.
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3. Rent,
33 Base Rent.Tenant shall pay County on the first day of the month, as Base Rent
for the Premises,designated in Section 1.9 of the Summary. Tennnt shall pay the
first installment of Annual Base Rent upon execution of this Lease.
3.2 Additional Rent, All amounts and charges payable by Tenant under this Lease
to addition to the Annual Base Rent described in Section 1 above shall be
considered additional rent for the purposes of this Lease,and the word'rent" in
this Lease shall include such additional rent and Annual Base Rent unless the
context specifically requires only the Annual Base Rent Tenant shall pay rent to
County as provided in herein, without any prior demand therefor and without
any deduction or offset, in lawful money of the t lofted States of America.
3.3 Late Payments.Late payments of rent shall be subject to a late charge as
provided herein.
4. Common Area.
4.1 Definition of Common Area. "Common Area' means all areas and the
improvements thereon within the boundaries of the River Park Center now or
later made available for County's general use,Tenant and other persons entitled
to occupy Floor Area in the Center and their customers,including,without
limitation, the parking facilities of the Center which serve the Center, loading
and unloading areas,trash areas,maiways,sidewalks, walkways,parkways,
driveways, landscaped areas, and similar areas and facilities situated within the
Center nut reserved for the exclusive use of any Center occupants.Common
Area shall net include(1) the entryway to a tenant's premises, (u) any
improvements installed by a tenant outside of its premises, with County's
consent,or(iii) any areas or facilities included in the description of premises
leased to a tenant.
4.2 Maintenance and Use of Common Area.County shall determine the manner in
which the Common Area shall he maintained in its sole discretion.The use and
occupancy by Tenant of the Premises shall include the right to use the Common
Area (except those portions of the Common Arca on which have been
constructed or placed permanent or temporary kiosks,displays,earls, and stands
and except areas used in the maintenance or operation of the Center), in common
with County and other tenants of the Center and their customers and invitees.
subject to (t) any covenants,conditions and testdctions governing, among other
things, the allocation of Common Area expenses to the Center.and any other
operating Leases or envenoms,conditions, and restrictions front time to time
encumbenng the Center(collectively,the "Declaration'), and(ii)such
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reasonable, non-discriminatory rules and regulations concerning the Center as
County may establish from time to time including, without limitation,the Rules
and Regulations attached hereto as Exhibit "E". Tenant shall promptly comply
with all such rules and regulations and any reasonable, non-discriminatory
amendments thereto, upon receipt of written notice from County.Tenant
acknowledges this Lease and all Tenant's rights under this Lease are subject to
the Declaration
4.3 Control of and Changes to Common Area.County shall have the sole and
exclusive control of the Common Area and the right to make reasonable changes
to the Common Area Provided County does not matenally interfere with
Tenant's use of and access to the Premises, except as required by law,County's
rights shall include, but not be limited to, the right to (a)restrain the use of the
Common Area by unauthorized persons, (b) cause Tenant to remove or restrain
persons from any unauthonzed use of the Common Area if they are using the
Common Area by reason of Tenant's presence in the Center.
4.4 Common Area Expenses. "Common Area Expenses" means all costs and
expense+ incurred by County, in operating,managing,policing, insuring,
servicing,decorating, repairing, maintaining and replacing the(a) Common
Area, (b) the exterior surface of exterior w,ills,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' comlxaisation, for those who perform dunes
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 end Reel Property Taxes on the improvements
and land comprising the Common Area;costs of insurance maintained by
County pursuant to this Lease,costs of improvements to the Common Area (i)
intended to reduce operating expenses, (ii) as any laws, ordinances,rules, or
regulations of any governmental authority or agency having jurisdiction there
over may require from time to time by, or(m)for the refurbishment and
replacement of Common Area improvements or amenities; and a sum payable to
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County for admmnuation and overhead in an amount equal to 0%)of the
Common Arca Expenses for the applicable year_ No CAM fees apply.
4.5 Determination of Tenant's Quarterly Common Area Expense Charge N/A
4.6 Estimate Statement.N/A
4.7 Actual Statement. N/A
5. Use.
5.1 General*Tenant shall use the Premises solely for the Permitted Use ns medical
offices and shall not use or permit the Premises to be used for any other use or
purpose Tenant shall observe and comply with the "Rules and Regulations"
attached hereto as Exhibit "E'.and all reasonable non-discriminatory
modifications thereof and additions thereto from time to time put into effect and
furnished to Tenant by County County shall endeavor to enforce the Rules and
Regulations, hut shall have no liability to Tenant for the violation or
nonperformance by any other tenant or occupant of the Center of any such Rules
and Regulations. Tenant shall, at its sole cost and expense, observe and comply
with all requirements of the Tenant Association or similar body relating to the
Premises, and all laws, statutes,codes, rules and regulations now or hereafter in
force relating to or affecting the use-occupancy,alteration or improvement of
the Premises, including, without limitation, the provisions of Title III of the
Americans with Disabilities Act of 1990 as it pertains to Tenant's use.
occupancy, improvement and alteration of the Premises, Tenant shall not use or
allow the Premises to be used (a) in violation of the Declaration or any othet
recorded covenants, conditions and restrictions affecting the Center or of any
law or governmental rule or regulation, or of any certificate of occupancy issued
for the Premises or the Building, or(b) for any improper, immoral, unlawful, or
objectionable purpose.Tenant shall not do of permit to he done anything which
will obstruct or interfere with the rights of other tenants or occupants of the
Center.or injure or annoy them. Tenant shalt not cause. maintain or permit any
nuisance in,on or about the Premises, the Budding or the Center, nor commit or
suffer to be committed any waste tit,on or about the Premises
5,2 Parking.Tenant shall have three signed and assigned parking spaces located
with immediate access to an entry door to the Premise., In addition, common
narking paces as shown on Exhibit "F" as Parking Spaces 53-7g and 1 17-135
shall be shared with other users of the Center and as required by the Town of
Basalt KID approval for Basalt Commercial Park. In all parking spaces,Tenant
and its employees shall park their vehicles only in those portions of the Common
Area from time to time desienated for such purpose by County Further,County
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may adopt and implement such alternative pat king programs as County
determines are seasonably necessary to alleviate parking problems during peak
traffic periods The use of the parking area shall be subject to the Parking Rules
and Regulations attached hereto as Exhibit "E" and any other reasonable. non-
discnminatory rules and regulations adopted by County from time to time,
including any system for controlled ingress and egress. Tenant shall furnish
County with a list of its employees and the license numbers of their vehicles
within fifteen 115)days after County requests such information. Tenant shall
ensure its employees comply with all the provisions of this Sectton and such
other parking rules and regulations as County may adopt and implement from
time to time,Including, but not limited to,systems of validation,or any other
programs which County may deem necessary or appropriate to control, regulate,
or assist parking by customers of the Center
5.3 Signs,Awnings and Canopies. The use of the parking area shall be subject to
the Parking Rules and Regulations attached hereto as Exhibit "C" and any other
reasonable, nondiscriminatory rules and regulations adopted by County from
time to time, including the Tenant shall not place or suffer to be placed or
maintained on the roof or on any exterior door,wall,or window of the Premises
any sign, awning or canopy, or advertising matter on the glass of any window or
door of the Premises without County's prior written consent.Tenant further shall
maintain such sign,awning.canopy, decoration, lettering in good condition and
repair at all times.
5.4 Refuse and Sewage.Tenant agrees not to keep any trash, garbage,waste or
other refuse on the Premises except in sanitary containers and shall regularly and
frequently remove same from the Premises.Tenant shall keep all containers or
other equipment used for storage of such materials in a clean and sanitary
condition.Tenant shall properly dispose of all sanitary sewage and shall not use
the sewage disposal system for the disposal of anything except sanitary sewage.
Tenant shall keep the sewage disposal system free of all obstructions and in
good operating condition If, in County's judgment,Tenant's trash volume
becomes excessne,County may charge Tenant for additional trash disposal
services and/or require Tenant to contact directly for additional trash disposal
services at Tenant's.ole cost and expense.
6. Payments and Notices. Tenant shall pay all rent and other sums inviable by Tenant
pursuant to this Lease to County at the address designated in the Summary of basic Lease
Information and definitions,or to such other persons and/or at such other places as County
may hereafter designate in writing.
Any notice required or permined under this Lease shall be in writing and shall be hand-
de;nered or sent by registered or certified regular matt,postage pre-paid and via a mail
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(electronic delivery) to the mauling and e-mat: addresses set forth belay, Each party by
notice sent under this paragraph may change the address to which future notices should
be sent. Electronic delivery of notices shall be considered delivered upon receipt of
confirmation of delivery on the pit of the sender.
To Pitkin County: Rich Englehart, COO with copies to
l'tkrn Count} Pitkin County Attorney's Office
123 Emma Road, Suite #106 123 Emma Road. Suite#204
Basalt,CO 81621 Basalt.CO 81621
Email. rich.engJehrut@'prtkincounty coin lanai : attorney@pitkincounry.com
To Tenant:
Mountain Family Health Centci
2700 Gtlstrap Court#230
Glenwood Springs.CO 81601
Phone: (970)945 2840
Email: rbrooksnmountianfamily org
7. Surrender; Holding Over,
7.1 Surrender of Premises. Subject to the security interest set forth above, on or
before the date and time of the expiration or termination of the Initial or
Renewal Term of the Initial or Renewal Term of this Lease,Tenant shall:
surrender the Premises to County in good condition and repair,ordmary wear
and usage excepted; and remove all of Tenant's personal property,wade fixtures,
equipment or improvements removable by prior Lease with County from the
Premises: and repair any damage in the Premises caused by such removal. Any
personal property of Tenant,or anyone claiming under Tenant,which shall
remain upon the Premises at the expiration or termination of this Lease shall be
deemed to have been abandoned and may be retained by the County as County's
property or dicpnced of by County in such manner es County sees fn without
compensation to any party.
7.2 Continued Occupancy with Consent of County (Holdover). If Tenant remains
in occupancy of the Premises after the expiration of the Initial or Renewal terms
with the consent of the County,Tenant's interest in the Ptemiaes from and after
that date shall he deemed to be month-to-month,pursuant to the terms and
conditions of this Lease, or as the parties may otherwise agree in writing.or, if
the parties shall fail to agree in a reasonable time, upon such other tetms and
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conditions as may he established by the County, in its sole discretion, upon thirty
(30)days' notice to Tenant.
73 Continued Occupancy without Consent of the County.This Lease shall
expire of its own accord without notice at the end of the term, or any renewal, as
herein specified. If Tenant remains in occupancy of the Premises without the
consent of County, it shall have the obligation to pay Rent for such period at the
rate of two hundred percent(200",0)of the last effective rate hereunder,and shall
continue to adhere to all the requirements of this lease.
7.4 Obligation of County at End of Term.Upon the expiration or termination of
the Term.Tenant acknowledges that there is no other or further right,
representation or expectation of renewal or extension of this Lease and that the
Premises thereafter will be subject to the County's stated intent and obligation to
expose the Premises and rights granted hereunder to public competitis e selection
process at the time.
73 No Effect on County's Rights.The foregoing provisions of this Section are in
addition to,and do not affect, County's right of re-entry or any other rights of
County under. this Lease or otherwise provided at law or in equity.
R. Taxes.
8.1 Real Property Taxes. Not applicable. Tenant is exempt from Real Property
Taxes
9. Possession; Condition of Premises, Repairs
9.1 Delivery of Possession. County shall deliver possession of the Premises to
Tenant in its current "as-is"condition. Notwithstanding the foregoing,County
shall not he obligated to deliver possession of the Premises to Tenant until
County has received from Tenant all of the following:0)a copy of this Lease
fully executed by Tenant;(ii) the first installment of the Annual Rase Rent, and
lin)copies of policies of insurance or certificates thereof as required tinder this
Lease.
9.2 Condition of Premises. Prior to entering into this Lease,Tenant has made a
thorough and independent examination of the Premises and all matters related to
Tenant's decision to enter into this Lease Tenant is thoroughly familiar with all
aspects of the Premises and is satisfied they are in an acceptable condition and
meet Tenant's needs. Tenant does not rely on, and' County does not make,any
express or implied representations or warranties as to any matters including,
without limitation, any characteristics of the Premises or tropicsmerits thereon,
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the suitability of the Premises for the intended use. Tenant has satisfied itself as
to such suitability and other pertinent matters by Tenant's own inquines and tests
into all matters relevant in determining whether to enter into this Lease Tenant
acknowledges, except as otherwise expressly. set forth in this Lease,neither
County nor any agel It of County has made any representation or warranty with
respect to the Premises, the Building or the Center or their condition, or with
respect to the suitability thereof for the conduct of Tenant's business.Tenant's
taking possession of the Premises shall conclusively establish the Center, the
Premises, the Tenant Improvements therein,the Building, and the Common
Areas were at such time complete and in good and satisfactory condition and
repair.
9.3 County's Repair Obligations.County shall,as part of the Common Area
Expenses,repair, maintain and replace,as necessary, (a)the shell and other
structural portions of the Building(including the roof and foundations), (b) the
basic plumbing, heating, ventilating,air conditioning, sprinkler and clectncal
systems within the core of the Building(but not any conduits or connections
thereto or distribution systems thereof within the Premises), and (c)the Common
Areas of the Center; provided, however, to the extent such maintenance, repairs
or replacements are required as a result of any act, neglect, fault or omission of
Tenant or any of Tenant's agents,employees, contractors, licensees or invitees,
Tenant shall pay to County, as additional rent, the 'costs of such maintenance,
repairs or replacements as part of the Common Arca Expenses. County shall not
he liable to Tenant for failure to perform any such repairs, maintenance or
replacements,unless County shall fad to make such repairs, maintenance or
replacements and such failure shall continue for an unreasonable lime following
written notice from Tenant to County of the need therefor. Without limiting the
foregoing,Tenant waives the right to make repairs at County's expense and/or
terminate this Lease or vacate the Premises under any applicable law, statute or
ordinance now or hereafter in effect.
9.4 Tenant's Repair Obligations. Except for County's obligations specifically set
forth in this Lease,Tenant shall at all times and at Tenant's sole cost and
expense, keep,maintain, clean, repair, preserve and replace, as necessary, the
Premises including all Tenant Improvements, fnant Changes,pipes and
conduits, all fixtures, furniture and equipment. Tenant's signs, locks, closing
devices, secunty devices, windows, floors and floor coverings, shelving, and any
alterations, additions and other property located within the Premises in firstclass
condition and repair, reasonable wear and tear excepted_Tenant shall replace, at
its expense, any and all plate and other glass to and about the Premises damaged
or broken from any cause except due to the gross negligence or willful
misconduct of County, its agents,or employees. Such maintenance and repairs
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shall be performed with due diligence by licensed contractor(s) selected by
Tenant.
10. Alterations.
10.1 Tenant Changes; Conditions.
(a)Tenant shall not make any alterations,additions, improvements or decorations
to the interior of the Premises (collectively, "Tenant Changes', and
individually, a "Tenant Change") unless Tenant first obtains County's prior
written approval thereof
Tenant Improvements: Mountain Family Health Centers agrees, at their expense
to make all tenant improvements in the lease space as necessary to provide
services to Pitkin County residents regardless of ability to pay. Initial
improvements shall include at a minimum the following elements unless
otherwise agreed to by the County in writing:
I. Nine medical exam rooms,
2. Four dental care spaces;
3. Two behavioral health rooms,
4. An emergency generator sized to support Mountain Family Health
operations;
5. Development of second access that is ADA compliant;
b. Any ancillary improvements necessary to support MFHC.
Notwithstanding the foregoing, any Tenant Change which satisfies the following
conditions shall not require County's prior approval (hereinafter a"PrcApproved
Change") (i)the costs of such Tenant Change do not exceed One Thousand
Dollars(S1,000.00)individually; (n)the costs of such"!enant Change when
aggregated with the costs of all other Tenant Changes made by Tenant during
any twelve month period do not exceed Three Thousand Dollars($3,000 00),
(iii) Tenant delivers to County final plans, specifications and working drawings
Mr such Tenant Change at least ten(I 0)days prior to commencement of the
work thereof, (iv) Tenant and such Tenant Change otherwise satisfy all other
conditions set forth in this Section, (v) the Tenant Change does not affect the
roof or the structural components of the Premises, the mechanical systems of the
Premises,the exterior portions of the Premises or portions of the Premises
visible from the Common Area; (vi)the Tenant Change does not tnggcr a legal
requirement upon County to make any improvements or alterations to the
Center, (vii)no building permit is required, and(viii) the Tenant Change cannot
easily be viewed from outside the Premises.
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ib) All 7 enant Changes shall be performed (i)in accordance with the appros ed
plans, specifications and working drawings;(ii) hen-free and in a first-class
and workmanlike manner;(iii)in compliance with the Declaration and all
laws, rules and regulations of all governmental agencies and authorities
including,without !inflation, the provisions of Title III of the Americans
with Disabilities Act of l 990 and the regulations promulgated thereunder;
(iv)in such a manner so as not to Interfere with the occupancy of any other
tenant in the Building or any other building located within the Center, nor
impose any additional expense upon nor delay Count) In the maintenance
and operatton of the Building or any other building located within the
Center;and(v)at such times, in such manner and subject to such rules and
reputations as County may designate from time to time.
(c) After County has approved the Tenant Changes and the plans,specifications
and working drawings therefor(or is deemed to have approved the Pre-
Approved Changes as set forth above), Tenant shall. 0)enter into an Lease
for the perfirmanec of such Tenant Changes with such contractors and
subcontractors selected by Tenant and approved by County; (ii) before
proceeding with any Tenant Change(including any Pre-Approved Change),
provide County with ten (10) days'prior written notice thereof;
(iii)obtain all necessary governmental permits and approvals for the
commencement and. completion of such Tenant Change; and (iv)at
County's request, obtain a completion and hen indemnity bond,or other
surety,satisfactory to County for such Tenant Change. County's approval
of any of Tenant's contractor(s) and subcontractor(s) shalt not release
Tenant or any such contractor(s) and/or subcontractor(s)from any
liability for any conduct or acts of such contractor(s)and/or
subcontractor(s).
(d)Throughout the performance of the I errant Changes,Tenant shall obtain,or
cause its contractors to obtain, workers compensation insurance and commercial
general liability insurance in compliance with the provisions of this Lease.
10.2 Removal of Tenant Changes and Tenant Improvements.All Tenant Changes
and the initial Tenant Improvements in the Premises(whether installed or pmd
for by County or Tenant), shall become County's property and shall remain upon
and be surrendered with the Premises at the end of the Term of this Lease;
provided,however, County may,by written notice delivered to Tenant at any
time prior to the date that is thirty(30)days before the expiration of the Term (or
immediately upon any sooner termination of thus Lease)identify those items of
the Initial Tenant Improvements and Tenant Changes which County shall require
Tenant to remove at the end of the Term of this Lease If County requires Tenant
to remove any such items as described above,Tenant shall- at Its sole cost.
12
remove the identified items on or before the expiration or sooner termination of
this Lease and repair any damage to the Premises caused by such removal (or,at
County's option, shall pay to County all County's costs of such removal and
repair) At all times dunng the term of this Lease, Tenant shall ensure all wiring
and cabling it installs within the Premises or Building complies with all
provisions of local fire and safety codes and the National Electnc Code. Further,
upon the expiration or sooner termination of the Term,Tenant shall remove all
wiring and cabling within the Premises and the Budding(including the plenums,
nsers and rooftop) placed there by or at Tenant' direction, unless excused in
writing by County Without limitation to the remedies available to County if
Tenant fails to comply with the terms and conditions of this subsection,Tenant
shall forfeit such sums from the Security Deposit(or otherwise pay to County)
an amount County believes necessary for the removal and disposal of any such
wires and cabling.
10.3 Removal of Personal Property. All articles of personal property owned by
Tenant or installed by Tenant at its expense in the Premises(including business
and trade fixtures, furniture and movable partitions) shall be,and remain,
Tenant's property, and shall be removed by Tenant from the Premises, at
Tenant's sole cost and expense, on or before the expiration or sooner termination
of this Lease. Tenant shall repair any damage caused by such removal.
10.4 Tenant's Failure to Remove. If Tenant fails to remove by the expiration or
sooner termination of this Lease all of its personal property,or any items of
Tenant Improvements or Tenant Changes identified by County for removal
pursuant to this Lease, County may(without liability to Tenant for loss thereof),
at Tenant's sole cost and in addition to County's other rights and remedies under
this Lease, at law, or in equity: (a) remove and store such items in accordance
with applicable law; and/or(h)upon ten (10)days'pnor notice to Tenant, sell all
or any such items at private or public sale for such price as County may obtain
as permitted under applicable law. County may, in its sole discretion,retain the
proceeds of any such sale
11. Liens. Tenant shall not permit any mechanic's, matmalmen's, or other liens to he filed
against all or any part of the ('enter, the Building or the Premises, nor against Tenant's
leasehold interest in the Premises, by reason of or in connection with any repairs,
alterations, improvements or other work contracted for or undertaken by Tenant or any
other act or omission of Tenant or Tenants subtenants or their respective agents,
employees, contractors, licensees or invitees Tenant shall, at County's request, provide
County with enforceable,conditional and final lien releases(and other evidence requested
by County to demonstrate protection from liens) from all persons furnishing labor and/or
materials with respect to the Premises.County shall have the nght to post on the Premises
and record any notices of nonresponsibility which it deems necessary for protection from
13
such liens. If any such liens are filed,Tenant shall,at its sole cost,immediately cause such
lien to be released of record or bonded so it nu longer affects title to the Center, the
Building or the Premises. If Tenant fails to cause such hen to be so released or bonded
within twenty (20) days after filing thereof, County may, without waiving its rights and
remedies based on such breach, and without releasing Tenant from any of its obligations,
cause such lien to be released by any means it shall deem proper, including payment in
satisfaction of the claim giving rise to such lien. Tenant shall pay to County within five
(5) days after receipt of invoice from County, any sum paid by County to remove such
liens,together with interest at the Interest Rate from the date of such payment by County.
12. Entry by County County and its employees arid agents may at all reasonable times enter
the Premises to inspect the same, to supply any service provided by County to Tenant
under this Lease, to exhibit the Premises to prospective lenders or purchasers (or during
the last year. of the Term, to prospective tenants), to post notices of non-responsibility,
and/or to alter, improve, or repair the Premises or any other portion of the Building, all
without being deemed guilty of or liable for any breach of County's covenant of quiet
enjoyment or any eviction of Tenant, and without abatement of rent. In exercising such
entry nghts, County shall endeavor to minimize, as reasonably practicable, the
interference with Tenants business, and shall provide Tenant with reasonable advance
written notice of such entry(except in emergency situations or for scheduled services).
Tenant shall pro%ide County with means County deems proper to open Tenant's doors in
an emergency in order to obtain entry to the Premises Any entry to the Premises obtained
by County by any of such means or otherwise shall not under any circumstances be
construed or deemed to be a forcible or unlawful entry into, or a detainer of,the Premises,
or an eviction of Tenant from the Premises or any portion thereof, or grounds for any
abatement or reduction of rent and County shall not have any liability to Tenant for any
damages or losses on account of any such entry by County except, subject to the
provisions of Section 22 I, to the extent of County's gross negligence or willful
misconduct.
13. Utilities and Services. Tenant shall be solely responsible for contracting with the
appropnate utility companies and shall promptly pay all charges (including hook-up and
impact fees) for heat, air conditioning, water, gas, electricity. or any other utility used,
consumed or provided in, furnished to or attributable to the Premises from and after the
I urnover Date at the rates charged by the supplying utility companies and/or County
Should County elect to supply any or all of such utilities,Tenant shall purchase and pay
for the same as additional rent as apportioned by County Tenant shall reimburse County
within ten(10)days of billing for fixture charges and/or water tanffs,if applicable,which
local 'utility companies charge to County. County shall notify Tenant of this charge
promptly upon County's receipt of notice regarding same. This reimbursement will
increase or decrease with current charges being levied against County, the Premises, or
the Building by the local utility company, and shall be due as additional rent. If Tenant
uses the common HVAC plant to supply HVAC to its Premises,Tenant shall pay Tenants
14
proportionate share(based upon the number and size of all users of the common HVAC
plant) of costs of the electricity consumed by the common HVAC plant and the
maintenance and repair of the common HVAC plant, which shall be added to the amount
Tenant pays for Tenant's Monthly Common Area Expense Charge. County shall not be
liable for any interruption or failure in the supply of any such utility seances to Tenant.
14. Damage or Destruction.
14.1 County's Rights and Obligations_ If(a) fire or other casualty damages the
Premises to an extent not exceeding twenty-five percent(25%)of the full
replacement cost thereof, (h) County's contractor estimates in a writing
delivered to the parties that the damage thereto is such that the Premises may he
repaired,reconstructed or restored to a shell condition within one hundred
twenty(120)days from the date of such casualty,and(c)County receives
insurance proceeds sufficient to rover the costs of such repairs, reconstruction,
and restoration,County shall commence and proceed diligently with the work of
repair, reconstruction and restoration and this Lease shall continue in full force
and effect. IL however(A)the Premises arc damaged to an extent exceeding
twenty-five percent(25%)of the full replacement cost thereof, (B)County's
contractor estimates such work or repair,reconstruction,and restoration will
require longer than one hundred twenty(120)days to complete, or(C) County
will not receive insurance proceeds(and/or proceeds from Tenant,as applicable)
sufficient to cover the costs of such repairs, reconstruction and restoration,
County may elect to either:
(a) repair,reconstruct and restore the portion of the Premises damaged by such
casualty(excluding the Tenant Improvements and Tenant Changes,which
Tenant shall reconstruct in accordance with Section I R.2 below), in which
case this Lease shall continue in full force and effect or
(h) terminate this Lease effective as of the date that is thirty(30) days after
Tenant's receipt of County's election to terminate
Under any of the conditions of this Section 15,f, County shall give wntten notice to'Tenant of
its intention to repair or tumuuate within the later of sixty(60)days after the occurrence of such
casualty, or fifteen(15) days after County's receipt of the estimate from County's contractor.
14.2 Tenant's Costs and Insurance Proceeds.If all or any part of the Premises is
damaged or destroyed. Tenant shall immediately notify County. Provided
County does not terminate this Lease pursuant to this Article, County shall
reconstruct the Premises to its previous condition and shall deliver the Premises
to Tenant. Tenant shall have thirty(30)days after County's delivery of the
Premises in shell condition to reconstruct the Tenant Improvements and Tenant
I5
Changes in the Premises, after which time,the rent abatement provided for
herein shall terminate.Tenant shall complete the Tenant Improvements and
Tenant Changes in accordance with this Lease If, for any reason (including
Tenant's failure to obtain insurance for the full replacement cost of any Tenant
Improvements or Tenant Changes which Tenant is required to insure pursuant to
this Lease),Tenant fails to receive insurance proceeds covering the full
replacement cost of such Tenant improvements or Tenant Changes that are
damaged,Tenant shall be deemed to have self-insured the replacement cost of
such Tenant Improvements and Tenant Changes, and upon any damage or
destruction thereto,Tenant shall pay the full replacement cost of such items,less
any insurance proceeds actually receis ed from Tenant's insurance with respect to
such items. If County terminates this Lease pursuant to this Section,Tenant shall
deliver to County, and Tenant hereby assigns to County, all insurance(or
selfinsurance) proceeds payable to(or by)Tenant for the Tenant Improvements
and Tenant Changes.
14.3 Abatement of Rent. If, as a result of any such damage,repair, reconstruction
and/or restoration of the Premises,Tenant is prevented from using, and does not
use, the Premises or any portion thereof, the rent shall be abated or reduced, as
the case may be, during the penod Tenant continues to be prevented from using
and does not use the Premises or portion thereof, in the proportion the Floor
Area of the portion of the Premises Tenant is prevented from using, and does not
use,bears to the total Floor Area of the Premises(provided such abatement shall
cease after the period of time given to Tenant to rebuild the Tenant
Improvements and Tenant Changes pursuant to the above, regardless of whether
Tenant is then able to use the Premises) Notwithstanding the foregoing to the
contrary,if the damage is due to the negligence or willful misconduct of Tenant
or Tenant's Parties, there shall be no abatement of rent Except for abatement of
rent as provided hereinabove,Tenant shall not be entitled to any compensation
or damages for loss of, or interference with,Tenant's business or use or access of
all or any part of the Premises resulting from any such damage,repair,
reconstruction or restoration.
14.4 Inability to Complete. Notwithstanding anything to the contrary contained in
this Section 15, if County is obligated or elects to repair, reconstruct and/or
restore the damaged portion of the Premises pursuant to this Lease,but is
delayed from, completing such repair, reconstruction and/or restoration beyond
the date that is six (6)months after the date estimated by County's contractor for
completion thereof pursuant to this Lease,by reason of any causes beyond
County's control (including, without limitation,any events of Force Majeure as
defined in this Lease and delays caused by Tenant or Tenant's Parties), County
may elect to terminate this Lease upon thirty(30)days' prior written notice to
Tenant.
16
14.5 Damage Near End of Term. In addition to its tennuiation nghts in this Lease.
County may terminate this Lease if any damage to the Building or Premises
occurs during the last twelve(12)months of the Term of this Lease and County's
contractor estimates in a writing delivered to the parties that the repair,
reconstruction or restoration of such damage cannot be completed within the
earlier of(a)the scheduled expiration date of the Term, or(b)sixty(60) days
after the date of such casualty.
14.6 Damage to the Building. If there is a total destruction of the Center or a partial
destruction of the Center, the cost of restoration of which would exceed one-
third(1:3)of the then-current replacement value of the Center,by any cause,
whether or not insured against and whether or not the Premises are partially or
totally destroyed,County may within a period of one hundred eighty(l80)days
after the occurrence of such destruction, notify Tenant in wnung it el ems not to
so reconstruct or restore the Center,in which event this Lease shall cease and
terminate thirty(30)days following the date of such notice to'tenant.
14.7 Waiver of Termination Right.This Lease sets forth the terms and conditions
upon which this Lease may terminate in the event of any damage or destruction.
Accordingly, the parties hereby waive any applicable statutes permitting the
parties to terminate this Lease as a result of any damage or destruction,
15. Eminent Domain.
15.1 Substantial Taking.Subject to the below provisions of this Lease.in case the
whole of the Premises.or such part thereof as shall substantially interfere with
Tenant's use and occupancy of the Premises as determined by County,shall be
taken for any public or quasipubltc purpose by any lawful power or authority by
exercise of the nght of appropriation,condemnation or eminent domain,or sold
to prevent such taking,either party may terminate this Lease effective as of the
date possession is required to be surrendered to such authority.
15.2 Partial Taking; Abatement of Rent. It a portion of the Premises is taken that
does not substantially interfere with the conduct of Tenant's business,neither
party may terminate this Lease and County shall thereafter proceed to make a
functional unit of the remaining portion of the Premises(hut only to the extent
County receives proceeds therefor from the condemning authority), and rent
shall be abated with respect to the part of the Premises,which Tenant shall he so
deprived on account of such taking. Notwithstanding the foregoing. if any part
of the Building or the Center shall be taken(whether or not such taking
substantially interferes with Tenant's use of the Premises)and County
determines the operation of the Premises is thereby rendered impracticable or
iv
uneconomical, County may terminate this Lease upon thirty(30)days'prior
written notice to Tenant.
15.3 Condemnation ANard. Subject to the below provisions of this Lease, in
connection with any taking of the Premises or the Building,County shall receive
the entire amount of any award made or given in such taking or condemnation,
without deduction or apportionment for any estate or interest of Tenant,it being
expressly understood and agreed by Tenant that no portion of any such award
shall be allowed or paid to Tenant for any so-called bonus or excess value of this
Lease, and such bonus or excess value shall be County's sole property Tenant
shall not assert any claim against County or the taking authority for any
compensation because of such taking(including any claim for bonus or excess
value of this Lease):provided,however, if any portion of the Premises is taken,
I enant may recover from the condemning authority(but not from County) any
compensation as maybe separately awarded or recovered for the taking of
Tenant's furniture, fixtures, equipment. and other personal property within the
Premises, for Tenant's relocation expenses, and for any loss of goodwill or other
damage to Tenant's business by reason of such taking.
15.4 Temporary Taking. If the Premises or any part thereof is taken for temporary
use(a)this Lease shall be and remain unaffected thereby and rent shall not
abate, and(b)Tenant shall be entitled to receive for itself such portion or
portions of any award made for such use with respect to the period of the taking
within the Term,provided if such taking shall remain in force at the expiration
or earlier termination of this Lease,Tenant shall perform its obligations under
Section 9 with respect to surrender of the Premises and shall pay to County the
portion of any award attributable to any period of time beyond the Term
expiration date. For purpose of this Section.a temporary taking shall be- defined
as a taking for a period of two hundred seventy(270)days or less.
153 Waiver of Termination Right.This Lease sets forth the terms and conditions
upon which this Lease may terminate in the event of a taking. Accordingly, the
parties naive the provisions of any applicable statutes permitting the parties to
terminate this Lease as a result of a taking
16.Tenant's Insurance:
(a) Tenant's Liability Insurance. Tenant shall procure and maintain at its own cost an
occurrence form commercial general liability policy with such limits as County
may request from time to time(which as of the date of this Lease shall be not less
than $1,000,000 under a combined single limit of coverage,$2,000,000 aggregate
and $4,000,000 umbrella for a total of$5,000,000. County and Tenant recognize
that nothing herein shall be construed as limiting Tenant's statutory protections
IS
with the Colorado Governmental Immunity Act. Such liability insurance shall be
primary and not contributing to any insurance available to County and County's
insurance shall be in excess thereto.
(b) Tenant's Property Insurance. Personal property insuring all equipment, trade
fixtures, inventory, fixtures. and personal property located on or in the Premises
for penis covered by the causes of loss - special form (all risk) and coverage for
flood, wind, earthquake, terrorism, and boiler and machinery for the Premises (if
applicable). Such insurance shall he written on a replacement cost basis in an
amount equal to one hundred percent (100%) of the full replacement value of the
aggregate of the foregoing
(c) Workers' Compensation/Employers Liability Insurance. Tenant shall carry
policies of workers' compensation insurance and employers' liability insurance
that satisfy all legal requirements of the State in which the Premises is located,but
in no event haus limits of less than S500,000
(d) General Requirements. All insurance policies shall be in forms satisfactory to
County The policies maintained by Tenant shall be with companies rated A- X or
better in the most current issue of AM. Best's Insurance Ratings Guide Insurers
shall be licensed to do business in the state in which the Premises are located and
domiciled in the USA Ile limits of such insurance shall not limit Tenant's
liability under this Lease. Any deductible amounts under any insurance policies
required by this Lease shall not exceed S50,000 for the first year of the Lease.
Certificates of insurance shall be delivered to County prior to the Commencement
Date and annually thereafter upon request of County. Tenant may provide
required insurance coverage as part of a blanket policy.
(e) Cancellation or Modification. - If Tenant receives notice of cancellation or
material modification, Tenant shall notify County and County's Management
Agent in writing within five(5)business days of receiving such notice_
(f) Miscellaneous. If Tenant fails to maintain and secure the insurance coverage
required under this Article, County shall have, in addition to all other remedies
provided in this Lease and by law,the right,but not the obligation,to procure and
maintain such insurance, the cost of which shall he due and payable to County by
Tenant within ten (10) business days atter wntten demand. Tenant shall not
conductor permit to be conducted by its employees,agents,guests or invitees any
activity,or place any equipment in or about the Premises or the Building that will
increase the cost of fire insurance or other insurance on the Building If any
increase in the cost of fire insurance or other insurance is stated by any insurance
company or by the applicable insurance rating bureau,if any,to be due to Tenant's
activity or equipment in or about the Premises or the Building, such statement
shall be conclusive evidence the increase in such cost is due to such activity or
equipment and, as a result thereof. Tenant shall be liable fur the amount of such
19
increase. Tenant shall reimburse County for such amount upon written demand
from County and any such sum shall be considered additional Rent payable under
this Lease,Tenant, at its sole expense,shall comply with any and all requirements
of any insurance organization or company necessary for the maintenance of fire
and public liability insurance covering the Premises and the Building. County
currently does not require Tenant to carry business interruption insurance,
however, County recommends Tenant carry a policy of business interruption
insurance
17. County's Insurance. During the Term, County shall insure the Common Area
improvements,the Building,and the shell of the Premises(excluding Tenant's personal property,
furniture, fixtures and equipment,Tenant Changes and the Tenant
Improvements) against damage by fire and standard extended coverage penis and with
vandalism and malicious mischief endorsements, rental loss coverage, at County's option,
earthquake damage coverage, and such additional coverage as County deems appropriate
County shall also carry commercial general liability insurance, in such reasonable amounts and
with such reasonable deductibles as a prudent owner of a similar building in the state in which
the Building is located would carry. At County's option, County may carry all such insurance
under any blanket or umbrella policies which County has in force for other buildings and
projects. Al County's option, County may elect to self-insure all or any part of such required
insurance coverage. County may, but shall not be obligated to, carry any other form or forms of
insurance as County or County's mortgagees or ground lessors may determine is advisable.The
cost of insurance obtained by County pursuant to this Section (including self-insured amounts
and deductibles)shall be included in Common Area Expenses.
18. Tenant's Default and County's Remedies.
18.1 Tenant's Default.The occurrence of any one or more of the following events
shall constitute a default under this Lease by Tenant:
(a) Tenant's vacation or Abandonment of the Premises "Abandonment"includes,
but is not limited to, any absence by Tenant from or cessation of the conduct
of business at the Premises for five(5)business days or longer;
(h) Tenant's failure to make any payment of rent or additional rent or any other
payment required by this Lease,
(c) Five business days after Tenant's failure to observe or perform any of the
express or implied covenants or provisions of this Lease, other than as
specified to this Section, where such failure shall continue for a penod of ten
(10) days, provided, however, if the nature of Tenant's default is such that
more than ten (10) days arc reasonably required for its cure, Tenant shall not
be in default if Tenant shall commence such cure within such ten (10) day
period and thereafter diligently prosecute such cure to completion, which
20
completion shall occur not Liter than sixty (60) days from the date of such
failure;
18.2 County's Remedies. If,during the Term,Tenant fails m fulfilling any of its
covenants,obligations or Leases set forth in this Lease and County deems such event all
event of default under this Lease,County,at its option,may exercise any one or more of
the following remedies'
(a) Termination. County may terminate this Lease, effective at such time as
County may set forth in 4 notice to Tenant,and demand(and,if Tenant refuses
such demand,recover) possession of the Premises from Tenant. In such event,
Tenant shall remain liable to County for damages in the amounts described in
this Lease.
(h) Re-FntryrRepossession. County may reenter and take possession of all or any
part of the Premises. without additional demand or notice. and repossess the
same and expel tenant and any party claiming by, through or under Tenant,
and remove the effects of both using such force for such purposes as may be
necessary, without being liable for prosecution for such action or being
deemed guilty of any manner of trespass, and without prejudice to any
remedies tin arrears of rent or right to bring any proceeding for breach of
covenants or conditions. No such reentry or taking possession of the Premises
by County shall be construed as an election by County to terminate this Lease
unless County gives a written notice of such intention to 'tenant. No notice
from County or notice given under a forcible entry and detainer statute or
similar law shall constitute an election by County to terminate this Lease
unless such notice specifically so states. County reserves the right, following
any reentry or reletting, to exercise its right to terminate this I ease by giving
Tenant such mane, in which event this Lease shall terminate as specified in
such notice,
(c) Continuation of Lease. County may continue this Lease in full force and effect
whether or not Tenant shall have abandoned the Premiss. If County elects to
continue this Lease in Cult force and effect pursuant to this Section, County
shall he entitled to enforce all of its rights and remedies under this Lease,
including the right to recover rent as it becomes due.Connty's election not to
terminate this Lease pursuant to this Section or pursuant to any other provision
of this Lease,at law or in equity,shall not preclude County from subsequently
electing to terminate this Lease or pursuing any of its other remedies.
18.3 Damages.Upon repossession of the Premises or termination of this Lease by
reason of or based upon or arising out of a default or breach of this Lease by'tenant,
County shall have the right at any time and from time to tune, and County shall use
commercially reasonable efforts,to relet the Premises(or any part thereof)for Tenant's
21
account or otherwise. Upon any such reletting,County may receive and collect the rent
therefor, applying the same first to the payment of such expenses as County may have
incurred in recovering possession of the Premises, including attorneys' fees and
expenses for putting the same into good order and condition or preparing or altering the
same for re-rental to the extent County deems necessary or desirable and all other
expenses,commissions and charges paid,assumed or incurred by County in or about
reletting the Premises and then to the fid&llment of Tenant's covenants under this Lease,
Any such reletting provided for in this Lease may he for the remainder of the Tenth or
any renewal term of this Lease,as originally granted,or for a longer or shorter period;
County may change the character and use made of the Premises, and County shall not
be required to accept any substitute tenant altered by Tenant or to observe by
instructions given by Tenant about reletting. In any such case, and whether or not the
Premises or any pan thereof he relet,Tenant shall pay to County the Base Rent,
Percentage Rent. and all Additional Rent and other charges required to be paid by
Tenant up to the later of the time of such termination of this Lease or of such recovery
of possession of the Premises by County, as the case may he, and thereafter tenant
covenants and agrees, it required by County.to pay to County until the end of the Perm,
the equivalent of the amount of all Rent reserved by this Lease, and all other charges
required to he paid by Tenant- less the net proceeds of reicitine,if any. In determining
the Percentage Rent payable by Tenant under this Lease subsequent to default, the
Percentage Rent for each year of the unexp;rcd Term shall equal the average Percentage
Rent paid by Tenant from the commencement of the Term to the time of default, or
during the preceding three full calendar)cars, whichever penod is shorter. Tenant shall
also pay a pm rata portion of such periodic Percentage Rent based upon the length of
how beta een the previous payment of Percentage Rent and the date of termination, and
upon such termination Tenant shall submit a statement to County accurately showing
Gross Sales made since submission of its last previous statement.together with such
additional supporting financial records as County may require. County shall have the
election in place of and instead of holding Tenant so liable to receiver against Tenant as
damages for loss of the haigain and not as a penalty, an aggregate sum which at the time
of such termination of this I ease,or of such recovery of possession of the Premises by
County, as the ease may be, represents the then present worth of the excess, if any, of
the aggregate of the Rent and all other charges payable by Tenant under this Lease that
would have accrued for the balance of the Term, over the then present worth of the fair
market rent and all other charges for the Premises for the balance of the Term.
18.4 County's Remedies; Re-Entry Rights In the event of any default by Tenant,in
addition to any other remedies available to County under this Lease, at law or in equity,
County shall have the right, with or without terminating this Lease,to re-enter the
Premises and remove ail persons and property from the Premises.County may remove,
stole,and'or dispose of such property pursuant to this Lease or any other procedures
permitted by applicable law. No re-entry or taking possession of the Premises by
County pursuant to this Section,and no acceptance of surrender of the Premises or other
22
action of County, shall he construed as an election to terminate this Lease unless County
provides written notice of such intention to Tenant or unless a court of competent
jurisdiction decrees the termination thereof
18.5 County's Right to Cure. Except as specifically provided in this Lease,Tenant
shall perform all covenants and Leases under this Lease at Tenant's sole cost and
expense and without any abatement or offset of rent. If Tenant faits to pay any sum of
money (other than Annual Base Rent)or perform any other act to be paid or performed
under this Lease and such failure shall continue for three(3)days with respect to
monetary obligations (or ten (10)days with respect to non-monetary obligations)after
'tenant's receipt of written notice thereof from County,County may, without waiving or
releasing Tenant from any of Tenant's obligations, make such payment or perform such
other act on behalf of Tenant. All sums so paid by County and all necessary incidental
costs incurred by County in perfurnung such other acts(including attorneys'fees) shall
be payable by Tenant to County within five(5)days after demand therefor as additional
rent.
the-ln,.rest Rat., 4-69144-percent(g%)from the dt.te due until paid. All interest,and an)
from Tenarmo- u
Cont. . .. ...yu .,,,s e-
18.7 Late Charges.Tenant acknowledges, in addition to interest costs, late payments
by Tenant to County of any rent due under this Lease shall cause County to incur costs
not contemplated by this Lease, the exact amount of such costs being extremely difficult
and impractical to fix. Such other costs include, without limitation,processing,
administrative and accounting charges and late charges the terms of any mortgage,deed
of trust or related loan documents encumbering the Premises,the Building or the Center
may impose on County. Accordingly,if County does not receive any installment of rent
payable by Tenant under this Lease by the fifth business day after the date due, Tenant
shall pay County an additional sum of five percent (5g-d of the overdue amount as a late
charge.The parties agree such late charge represents a fair and reasonable estimate of
the costs County will incur by reason of any late payment by Tenant, and the payment
of late charges and interest are distinct and separate in that the payment of interest is to
compensate County for the use of County's money by Tenant, while the payment of late
charges is to compensate County for County's processing, administrative and other rose
incurred by County resulting from Tenant's delinquent payments.Acceptance of a late
charge or interest shall not constitute a waiver of Tenant's default with respect to the
overdue amount or prevent County from exercising any of the other rights and remedies
available to County under this Lease or at law or In equity now or hereafter in effect
23
18.8 Security Interest.Tenant hereby grants to County a lien and secarity interest on
all Tenant's property now or hereafter placed in or upon the Premises including.but riot
limited to, all fixtures, machinery, equipment,furnishings and other articles of personal
property,and all proceeds of the sale or other disposition of such property I collectively,
the 'Collateral";to secure the payment of all rent to he paid by Tenant pursuant to this
Lease. Such lien and security interest shall he in addition to any County's lien provided
by law.This Lease shall constitute a security Lease under the Llnifo,m Commercial
Code (the "LICC") so County shall have, and may enforce, a security interest in the
collateral Tenant shall execute as debtor and deliver such financing statement or
statements and any further documents as County may now or hereafter request to
perfect or otherwise protect such security interest pursuant to the t VC.County may
also at any time file a copy of this Lease as a financing statement County, as secured
party,shall be eteitied to ali rights and remedies afforded as secured party ender the
UCC,which rights and remedies shall he in addition to County's hens and rights
provided by law or by the other terms and provisions of this Lease.
19. County's Default In the even;of any default by County.Tenant's exclusive remedy shall
be an action for damages, but prior to any such action Tenant will give County written notice
spec:lying such default with particularity,and County shall thereupon have twenty(2t days(or
such lunger period as may be necessary in the Lit ums6mces) in which to cure any such default.
Unless and until County fails so to cure any default under such notice,Tenant shall not have any
remedy or cause of action by reason thereof All obligations of County hereunder will be
ronshued as covenants, not conditions; and all such obligations will he binding upon County
only during the period of its ownership of the Building and not thereafter
t9.1 County's and Tenant's Remedies.In addition to the remedies expressly set forth
herein,County and Tenant shall have such other and further legal and equitable rights and
remedies as may be provided by law, including injunction, specific performance, and
damages
20. Subordination. Without the necessity of any additional document being executed by
Tenant for the purpose of effecting a subordination, and at the election of County or any
mortgagee of a mortgage ora beneficiary of a deed of trust now or hereafter encumbering all or
any portion of the Building or the Center, or any lessor of any ground or master lease now or
hereafter allectmg all or any portion of the Building or the Center (collectively. "County
Parties"),(Ins Lease shall be subject and subordinate at all times to such ground or master leases
(and such extensions and modifications thereof), and to the lien of such mortgages and deeds of
trust(and to any advances made thereunder and to ail renewals,replacements, modifications and
extensions thereofl, Notwithstanding the foregoing, County or its mortgagee may subordinate
or cause to be subordinated any or all ground or master leases or the hen of any or all mortgages
or deeds of trust to this Lease, If any ground ur master lease terminates for any reason or any
mortgage or deed of trust is foreclosed or a conrcyance in lieu of foreclosure is made for any
reason,at the election of County's successor in interest,Tenant shall at tome to and become the
tenant cf such successor Tenant twitchy waives its rights under any current or hi ure law which
iq
gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lease
and Tenant's obligations under this Lease in the event of any such foreclosure proceeding or
sale. Tenant shall execute and deliver to County within ten (10) days after receipt of written
demand by County and in the form required by County, any additional documents evidencing
the priority or subordination of this Lease with respect to any such ground or roaster lease or the
lien of any such mortgage or deed of trust or evidencing Tenant's Lease to atone to County's
successor, If Tenant requests any modifications to such docutnent(s) other than corrections,
Tenant shall pay any fee required by the lender or other third party. Should Tenant fail to sign
and return any such documents within such ten(10)day period,Tenant shall he in default under
tlan Lease without the applicability of notice of cure periods specified above.
21. Estoppel Certificate.
21.1 ithixien-Et4 1huainecs-dayc#ollewHir Cuiimv s wtittee
req„ tt '" a
�. 4e..��_.shalt exeeu . . .• ,- - . _- £emfieat
lender's-standard-form,certi • . . . . . ... • Dalo r.,., t ,. ea,e: (b)Ihi
Leased+the :odt:ied and in full-f see-and-effeet-er,i€modi ted,this Leaseis in full
rne.l:ficutioa,);-
tko.fateie-wlrie• .. . . . .. : : : . . • :. - : .:- . _ .
• .• : Hsugtieeihirk wse hy-eith..r
requested-big-County. Any mortgagee,beneficiary, purchaser,or prospective purchasers
ci aiyportiax-ofthecewter and their-d.edgoees�may rely ttpee-any-sn; estoppel
certificate.:
21.2 Tenant's Failure to Deliver. Tenant's failure to deliver such estoppel certificate
within such time shalt constitute a default under this Lease without the applicability of
notice or cure periods specified in Section 23,1 above and shall he conclusive upon
Tenant:(a)this Lease Is In tun force and effect without modification,except as County
may represent; (b) there are no uncured defaults in County's or Tenant's performance
touter than Tenant's failure to deliver the estoppel certificate);and (c)not more than
one (11 month's rental has been paid in advance.
22. Indemnity.
22,1 The Tenant agrees to indemnify,hold harmless and, not excluding the County's
right to oartwipate,defend County, its subsidiary,parent,associated and/or affiliated
entities,successors,or assigns, its elecrcxi officials, trustees,employees,agents,
volunteers,and any jurisdiction or agency issuing permits for any work included in the
project,hereinafter referred to as indemnitee, from all suits and claims. including
attorney's fees and cost of litigation,actions. loss,damage,expense,cost or claims of
any character or any nature arising out of the work done in fulfillment of the terms of
this Lease or on account of any act,claim or amount arising or recovered under workers
)5
compensation law or arising out of the failure of the Tenant to conform to any statutes,
ordinances, regulation, law or court decree. It is agreed that the Tenant will be
responsible for primary loss investigation, defense and judgment costs where this
contract of indemnity applies In connection with this Lease, the Tenant agrees to wane
all nghts of subrogation against County its subsidiary,parent, associated and/or
affiliated entities, successors, or assigns, its elected officials,trustees,employees,
agents,and volunteers for losses arising from the work performed by the Tenant for
County
22.2 Other than for acts that arc the result of the negligence of County or its
employees or agents,the Tenant further shall investigate,process, respond to, adjust,
pros ide defense for and defend, pay or settle all claims,demands,or lawsuits related
hereto at its sole expense and shall hear all other costs and expenses related thereto,
even if the claim, demand or lawsuit is groundless, false or fraudulent.
22.3 Notwithstanding the foregoing subparagraphs of this paragraph 22, Tenant's
duty to defend and indemnify shall arise at the time a claim against the County is made,
or at the outset of litigation against the County, and shall not be delayed pending the
resolution of the merits of the claim or suit or the liability of the parties thereto or the
liability of the parties to this Lease The extent and limitations of insurance coverage
required by this Lease shall not be reduced or limited in any way by this paragraph 22
23. Modification
23.1 Modification and Cure Rights of County's Mortgagees and Lessors.
It, in connection with County's obtaining or entering into any financing or
ground lease for any portion of the Building or the Center, the lender or ground
lessor shall request modifications to this Lease,Tenant shall, within ten (10)
days after request theictur, execute an amendment to this Lease including such
modifications, provided such modifications are reasonable, do not increase
Tenant's obligations under this Lease, or adversely affect the leasehold estate
created by this Lease or Tenants rights under this Lease.
23.2 Cure Rights. If Tenant should fail to cure any default hereunder within
the time herein permitted, or if a dangerous or emergency situation exists at any
time,County,without being under any obligation to do so and without thereby
waiving such default, may make such payment and/or remedy such other default
for the account of Tenant (and enter the Premises for such purpose), and
thereupon Tenant shall be obligated, and hereby agrees, to pay as Additional
Rent, all reasonable costs, expenses and disbursements (including reasonable
attorneys' fees)incurred by County in taking such remedial action. Such action
taken by County may include commencing, appearing in,defending,or
26
otherwise participating in any action or proceedings,and paying, purchasing,
contesting,or compromising any claim, right, encumbrance, charge or lien with
respect to the Premises.
24. Quiet Enjoyment. County covenants and agrees so long as Tenant performs all
covenants and provisions under this Lease(including payment of rent under this Lease),
Tenant shall and may peaceably and quietly have, hold, and enjoy the Premises in accordance
with and subject to the terms and conditions of this Lease as against all persons claiming by,
though. or under County.
25. Assignment The Tenant covenants and agrees not to assign, sublet, encumber,pledge or
transfer any of its rights in this Lease, in whole or in part,nor grant any license or concession
hereunder, without first obtaining the wntten consent of the County. A transfer of more than
thirty percent(30%)of the issued and outstanding capital stock of the Tenant(or other
ownership interest in the Tenant), whether by a single transaction or in the aggregate, shall he
construed to be a transferor assignment requiring the consent hereunder.
26. Limitation on County's Liability.The parties expressly understand and agree
notwithstanding anything in this Lease to the contrary, and notwithstanding any applicable law
to the contrary, County's liability under this Lease(including any successor County) and any
recourse by Tenant against County shall be limited solely and exclusively to County's interests
in the Center as encumbered Neither County nor any of the County Parties shall have any
personal liability under this Lease, and Tenant hereby expressly waives and releases such
personal liability on behalf of itself and all persons claiming by,through or under Tenant.
Tenant hereby waives and Tenant shall not be entitled to any consequential, punitive,
exemplary,special,or other similar damages
27. Miscellaneous.
27.1 Governing Law This Lease shall be deemed to have been made in. and
construed in accordance with the laws of, the State of Colorado,and venue is agreed to
be exclusively within the Courts ofPitkm County, Colorado.
27.2 Successors and Assigns.Subject to the provisions of this Lease,and except as
otherwise provided in this Lease,all of the covenants, conditions,and provisions of this
Lease shall be binding upon, and shall inure to the benefit of, the parties hereto and their
respective heirs, personal representatives and permitted successors and assigns;
provided, however, no rights shall inure to the benefit of any Transferee of Tenant
unless the Transfer to such Transferee is made in compliance with the provisions of this
Lease, and no options or other rights expressly made personal to the original Tenant
under this Lease or in any rider attached hereto shall be assignable to or exercisable by
anyone other than the original Tenant under this Lease.
27
273 No Merger.The voluntary or other surrender of this Lease by Tenant or a
mutual termination thereof shall not work as a merger and shall, at County's option,
either(a) terminate all or any existing subleases, or(b)operate as an assignment of
Tenant's interest under any or all such subleases to County.
27.4 Professional Fees. If either County or Tenant should bring suit against the other
with respect to this Lease, including for unlawful detainer or any other relief against the
other under this Lease,all costs and expenses incurred by the prevailing party therein
(including, without limitation, its actual appraisers',accountants', attorneys' and other
professional fees, expenses and court costs), shall be paid by the other party
27.5 Waiver. No waiver of default by the County of any of the terms,covenants or
conditions hereof to be performed, kept and observed by the Tenant shall be construed
as or operate as a waiver by the County of any subsequent default of any of the terms,
covenants or conditions herein contained to be performed,kept and observed by the
Tenant.
27.6 Terms and Headings.The words "County" and "Tenant" include the plural and
the singular. Words used in any gender include other genders The Section headings of
this Lease are not a part of this Lease and shall have no effect upon the construction or
interpretation of any part of this Lease
27.7 Time.Time is of the essence with respect to performance of every provision of
this Lease in which time or performance is a factor. All references in this Lease to
"days"mean calendar days unless specifically modified in this Lease to be "business"
days
27.8 Prior Leases; Amendments.This Lease, including the Summary and all
Exhibits and Riders attached hereto, contains all of the covenants, provisions, Leases,
conditions and understandings between County and Tenant concerning the Premises and
any other matter covered or mentioned in this Lease, and no prior Lease or
understanding, oral or written, express or implied, pertaining to the Premises or any
such other matter shall be effective for any purpose No provision of this Lease may be
amended or added to except by an Lease in wntmg signed by the parties hereto or their
respective successors in interest. The parties acknowledge the execution of this Lease
supersedes all prior Leases,representations, and negotiations to the extent not expressly
incorporated in this Lease
27.9 Severability. The invalidity or unenforceability of any provision of this Lease
(except for Tenant's obligation to pay Annual Base Rent, Percentage Rent and Common
Area Expenses)shall in no way affect, impair or invalidate any other provision of this
Lease, and such other provisions shall remain valid and in full force and effect to the
fullest extent permitted by law.
28
27.10 Recording Tenant shall not record this Lease.
27.11 Exhibits and Riders. All Exhibits and Riders attached to this Lease are hereby
incorporated in this Lease for all purposes as though set forth at length in this Lease
27.12 Auctions.Tenant shall have no right to conduct any auction in, on or about the
Premises, the Building or the Center.
27.13 Accord and Satisfaction. No payment by Tenant or receipt by County of a
lesser amount than the rcnt payment stipulated in this Lease shalt be deemed to he other
than on account of the rent, nor shall any endorsement or statement on any check or any
letter accompanying any check or payment as rent be an accord and satisfaction, and
County may accept such check or payment without prejudice to County's nght to
recover the balance of such rent or pursue any other remedy provided in this Lease
Tenant agrees each of the foregoing covenants and Leases shall be applicable to any
covenant or Lease either expressly contained in this Lease or imposed by any statute or
at common law.
27.14 No Partnership.County does not, for any purpose, become Tenant's partner in
the conduct of its business or otherwise,or joint venture or a member of a joint
enterprise with Tenant, by reason of this Lease. This Lease includes provisions relating
to Percentage Rent, if any, solely for the purpose of providing a method whereby rent is
measured and ascertained
27.15 Force Majeure. If either party hereto shall be delayed or hindered in or
prevented from the performance of any act required by this Lease by reason of strikes,
lock-outs, labor troubles, inability to procure matenals, failure of power,governmental
moratonum or other governmental action or inaction (including failure. refusal or delay
in issuing permits, approvals and/or authonzations), injunction or court order, riots,
insurrection,war, fire, earthquake, flood or other natural disaster or other reason of a
like nature not the fault of the party delaying in performing work or doing acts required
under the terms of this Lease(but excluding delays due to financial inability) (herein
collectively, "Force Majeure Delays'), performance of such act shall be. excused for the
period of the delay and the period for the performance of any such act shall he extended
for a period equivalent to the penod of such delay The provisions of this Section shall
not apply to nor operate to excuse Tenant from the payment of rent in accordance with
the terms of this 1,ease
27.16 Counterparts.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
Lease
29
27.17 Non-Discrimination.Tenant acknowledges and agrees there shall be no
disenmination against, or segregation of, any person,group of persons, or entity on
the basis of race, color,creed,religion, age, sex, marital status,national origin, or
ancestry in the leasing, subleasing, transfemng, assignment, occupancy,tenure, use,
or enjoyment of the Premises,or any portion thereof
27.18 Jury Trial.To the extent permitted by law, each party hereby waives any right to a
trial by jury in any action seeking specific performance of any provision of this
Lease, for damages for any breach under this Lease, or otherwise for enforcement of
any right or remedy under this Lease
27.19 Illegal Acts. The parties hereto aver that they are familiar with the Pitkin County
Procurement Code.C R S 18-8-301 et seq., (Bribery and Corrupt Influences) and
C R S. 18-8-401 et seq., (Abuse of Public Office), and that no violation of such
provision is present
27.20 Conflict of Interest.The parties aver that to their knowledge,no County employee
has any personal or beneficial interest in this Lease.
(1) Tenant covenants and agrees (a) to comply with all requirements of law relating
to money laundenng,anti-terronsm,trade embargos and economic sanctions,now
or hereafter in effect, (b) to immediately notify County in writing if any of the
representations. warranties or covenants set forth in this paragraph or the
preceding paragraph arc no longer true or have been breached or if Tenant has a
reasonable basis to belicse they may no longer be true or have been breached. (c)
not to use funds from any "Prohibited Person" (as such term is defined in the
September 24, 2001, Executive Order Blocking Property and Prohibiting
Transactions With Persons Who Commit, Threaten to Commit, or Support
Terrorism) to make any payment due to County under this Lease and Id) at
County's request,to provide such information as County may request to determine
Tenant's compliance with the terms of this I ease
(2) fcnant hereby acknowledges and agrees Tenant's inclusion on the List at any time
dunng the Term shall be a material default of this Lease. Notwithstanding
anything in this Lease to the contrary.Tenant shall not permit the Premises or any
portion thereof to he used or occupied by any person or entity on the List or by
any Embargoed Person (on a permanent, temporary or transient basis), and any
such use or occupancy of the Premises by any such person or entity shall be a
material default of this Lease.
30
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EXHIBIT C
WORK LETTER LEASE
I. Plans and Specifications. Within twenty (20) business days after the date of this Lease,
Tenant may submit to County construction plans and specifications for Tenant's Work as
described in this Exhibit "C". Tenant shall employ an appropriate professional to prepare
plans that are professional, complete and in compliance with governing laws, codes and
ordinances and the Declaration. Within twenty (20) days thereafter, County shall either
approve or disapprove the plans and specifications. Plans and specifications as approved
by County shall be defined as the "Approved Construction Plans."
2. Requirements Relating to Tenant's Work.
2 1 All Tenant's Work in the Premises shall he strictly in accordance with the
Approved Construction Plans, the Declaration,and all governing laws,codes and
ordinances.Tenant shall obtain, at its sole cost and expense, permits and approval
from all authorities for Tenant's Work and shall furnish County with a copy of such
permits prior to commencement of construction.
2.2 Ten(10)days after completion of construction of Tenant's Work, Tenant
shall deliver to County the following items: (a)the original of the Certificate of
Occupancy for the Premises issued by the appropriate governmental agency: (h)
copies of all mechanics'lien releases or other lien releases relating to Tenants Work,
noran7ed and unconditional, in such form as County shall have pre-approved; (c) if
required by County, a copy of Tenant's recorded valid Notice of Completion; (d) if
required by County, copies of the Building Permits indicating inspection and
approval by the issuer of such permits (e) if required by County, an architect's
certification that the Premises have been constructed in accordance with Approved
Construction Plans and arc one hundred percent (100%)complete, (f) if required by
County,copies of all guaranties, warranties and operations manuals issued by the
contractors and suppliers of Tenant's Work, which guaranties and warranties shall
inure to the benefit of both County and Tenant; and (g) if required by County, an as-
buill plan for Tenants Work.
37
SAMPLE FORM OF NOTICE OF TERM DATES
To Mountain Family Health Center Date
Re River Park Center Lease between Pitkin County ("County"),and Mountain Family
Health Centers("Tenant"),concerning Suite#106 ("Premises")located at 123 Emma Road,
Basalt, CO 81621
Ladies and Gentlemen:
In accordance with the above-referenced Lease, we wish to advise and/or confirm as follows:
I. The Premises have been accepted by Tenant as being substantially complete in
accordance with the Lease, and no deficiency in construction exists.
2. Tenant has accepted and is in possession of the Premises,and acknowledges under the
provisions of the Lease, the Term of the Lease is for twenty (20) years with automatic
one-year renewal increments unless terminated by one of the signing parties upon on
hundred and eighty (180) days' notice, and commenced upon the Commencement Date,
July 1, 2018 and is scheduled to expire on July I. 2038 subject to earlier termination as
provided in the Lease.
3 In accordance with the Lease, rental payment has commenced (or shall commence) on
commencement date
4. Rent is due and payable in advance on the first day of July and every year during the
Term of the Lease
5. The exact number of Floor Area within the Premises is 9,070 square feet.
6. Tenant's current Monthly Common Area Expense Payment is $0 (Fees do not apply)
AGREED AND ACCEPTED
TENANT: Mountain Family Health Centers
By:
Title
Date:
38
EXHIBIT E RULES AND REGULATIONS
I No sign, name or notice shall be installed or displayed on any part of the outside or inside
of the Building or in any part of the Common Area without County's and in compliance
with regulations of the Town of Basalt and otherwise in compliance with the Sign et neria
below.
2, Tenant shall not obstruct any.sidewalks, halls, passages,exits,entrances, or loading docks
of the Building Neither Tenant nor any employee,invitee,agent,licensee or contractor of
Tenant shall go upon or he entitled to use any portion of the roof of the Budding.
3. Upon approval by the Town of Basalt, Tenant shall have the right or entitlement to the
display of Tenant's name or logo on any Center sign, monument sign or p}lon sign_
4. MI cleaning and janitorial services for the Premises shall be provided,at Tenant's sole cost
and expense, exclusively by or through Tenant or Tenant's janitorial contractors in
accordance with the provisions of Tenant's Lease.Tenant shall not cause any unnecessary
labor by carelessness or indifference to the good order and cleanliness of the Premises.
5 County shall furnish Tenant free of charge, with keys to each door lock in the Premises.
County may impose a reasonable charge for additional keys. Tenant,upon termination of
its tenancy,shall deliver to County the keys of all doors which have been furnished to. or
otherwise procured by Tenant
6. Electric wire+, telephones,burglar alarms or other similar apparatus shall not be installed
in the--Premises-except-with the approval and under County's direction The location of
telephones,call boxes and any other equipment affixed to the Premises shall be subject to
County's approval. Any installation of telephones, telegraphs, electric wires or other
electric apparatus made without County's approval shall he removed by Tenant at Tenant's
own expense.
7. Tenant shall not use or keep in the Premises any kerosene, gasoline or inflammable or
combustible fluid or material other than those limited quantities necessary for the operation
or mamtea,,oce of office equipment, subject to any express provisions of Tenants 1 ease
to the contrary Tenant shall not use or permit to be used in the Premises any foul or
noxious gas or substance, or permit or allow the Prcm:ses to be occupied or used in a
manner offensive or objectionable to County or other occupants of the Budding by reason
of noise,odors or vibrations, nor shall Tenant bring into or keep in or about the Premises
any birds or animal
8 tenant shall not use any method of heating or air-conditioning other than that supplied by
County
9. Tenant shall close and lock all doors of its Premises and entirely shin off all water faucets
or other water apparatus, unless otherwise needed for Tenant's business and,except with
regard to Tenant's computers and other equipment, if any, which reasonably require
39
electricity on a 24-hour basis, all electricity, gas or air outlets before Tenant and its
employees leave the 10. Premises. Tenant shall he responsible for any damage or injuries
sustained by other tenants or occupant. of the Building or by County for noncompliance
with this rule_
10The toilet rooms, toilets, urinals, wash bowls,and other apparatus shall not he used for any
purpose other than that for which they were constructed and no foreign substances of any
kind shall be thrown therein.
I I Tenant shalt not install any radio or television antenna,loudspeaker or other device on the
roof or exterior walls of the Building. Tenant shall not interfere with radio or television
broadcasting or reception from or in the Building or elsewhere.
12. Except as expressly permitted in Tenant's Lease.Tenant shall not mark,drive nails, screw
or drill into the partitions, window mullions, woodwork or plaster,or deface the Premises
or any part thereof,except to install normal wall hangings Tenant shall repair any damage
resulting from noncompliance under this rule_
13. County reserves the light to exclude or expel from the Center any person who, in County's
judgment, is intoxicated or under the influence of liquor or drugs or who is in violation of
any of the Rules and Regulations of the Center.
14.Tenant shall store all its trash and garbage within its Premises or in designated trash
containers or enclosures within the Center. Tenant shall not place in any trash box or
receptacle any material which cannot be disposed of in the ordinary and customary manner
of trash and garbage disposal All garbage and refuse disposal shall be made in accordance
with directions issued from time to time by County.
IS. The Premises shall not he used for lodging or for manufacturing of any kind.
16. Tenant agrees it shall comply with all fire and security regulations that may be issued from
time to time by County, and Tenant also shall provide County with the name of a
designated tespunsible principal or employee to represent Tenant in all matters pertaining
to such fire or security regulations. Tenant shall cooperate fully with County in all matters
concerning fire and other emergency procedures.
17.Tenant assumes any and all responsibility for protecting its Premises front theft, robbery
and pilferage Such responsibility shall include keeping doors locked and other means of
entry to the Premises closed.
18.Tenant shall use, at Tenants expense, such pest extermination contractor as County may
direct and at such intervals as County may require.
l9. County may wane any one or more of these Rules and Regulations for the benefit of
Tenant or any other tenant, but no such waiver by County shall he construed as a waiver
of such Rules and Regulations in favor of Tenant or any other such tenant, nor prevent
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County from thereafter enforcing any such Rides and Regulations against any and all of
the tenants in the Building.
20. These Rules and Regulations are in addition to, and shall not be construed to modify or
amend, in whole or in part, the terms, covenants, 1 eases and conditions of any lease of
premises in the Center.
21. County reserves the right to make such other and reasonable Rules and Regulations as.in
its judgment,may from time to time he nexded for safety, security,care and cleanliness of
the Center and for the preservation of good order therein. Tenant shall abide by all such
Rules and Regulations hereinabove stated and any additional rules and regulations adopted
by County.
22. Tenant shall be responsible for the observance of all of the foregoing mics by Tenant's
employees,agents,clients,customers,invitees or guests.
23.Tenant shall fully cooperate with County to any programs in which County may elect to
participate relating to the Building's energy efficiency, environmental efficiency, and/or
safety,including, without limitation,the Leadership in Energy and Environmental Design
(LEEP) program and related Green Building Rating System promoted by the U.S. Green
Building Council.
4I
EXHIBIT F
PARKLNG RULES AND REGULATIONS
In addition to the foregoing rules and regulations and the parking provisions contained in the
Lease to which Exhibit "E" is attached. the following rules and regulations shall apply with
respect to the use of the Centers parking areas.
1. Every parkei is required to park and lock his/her own veoule. All responsibility for
damage tour loss of vehicles is assumed by the parker and County shall not he responsible
for any such damage or loss by water,fire,defective brakes,the act or emissions of others,
theft,or for any other cause.
2. 'tenant and its employees shall not park in any parking areas designated for use by
customers or visitors only,or in any other parking areas that may be designated by County
from lime m time,
3. Tenant shall not leave vehicles in the parking areas overnight nor park any vehicles in the
parking areas other than automobiles, motorcycles. motor driven or non-motor driven
bicycles or lour wheeled trucks
4. No overnight or extended term storage of sehicics shall be permuted, a vehicle may he
parked overnight if and only if the reason for such overnight parking is(a) the vehicle has
broken down and needs to be towed. or(b) the owner of the vehicle is an employee of a
tenant of the Center and is traveling overnight for business purposes
5 Vehicles must be parked entirely within painted stall lines of a single parking stall.
6. All directional signs and arrows must be observed.
7 The speed limit within all parking areas shall be live (5) miles per hour_
Parking is prohibited-(a) in areas not striped tor parking:(b) in aisles; (c) where no
parking" signs are posted, (d)on ramps, (e) in cross-hatched areas:and(I) in reserved
spaces and in web other areas as may be designated by County.
tr. washing,waning,cleaning or servicing of an) %etncle in any area nut specifically reserved
for such purpose is prohibited.
9 County may refuse to permit any person who violates these rules to park in the parking
areas,and any violation of the rules shall subject the vehicle owner to one t I)warning and
thereafter the vehicle shall be subject to removal. at such vehicle owner's expense.except
a violation of rules 3 or 4 shall be subject to the immediate removal of the vehicle without
warning, at such vehicle owner's expense
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EXHIBIT G
SIGN CRITERIA
The following criteria shalt govern the design,fabrication,construction. installation and
maintenance of all Premises signage installed at any time. No sign, advertisement,notice.
lettering, writing, placard or similar devise shall he installed,exhihded, inscribed,painted.
affixed or attached on any part of the Premises (interior or exterior)except as expressly
permitted by this Exhibit.
Signage is a key component and approval of the Town of Basalt identification enhances the
overall design of the Centel The quality of the design and fabrication detailing is subject to
review and approval by the Town of Basalt and shall conform to the local Basalt codes and sign
requirements.
Permitted sign types Include tut-mounted signs and limited window signs,each subject to
approval by the Town of Basalt
ADDRESS
Tenant may Install the space address above the entrance door using reverse cut vinyl numbers,
white m color.applied directly to the inside face of the glass. County in conjunction with the Fire
Marshall shall determine its exact location.
Penant may Install the space address and Tenant's name on the rear service door to the premises.
Address and name shall he white vinyl die cut letters three inches in height
MAXIMUM COMBINED SIGNAGE
The total amount of sign area allowed for each tenant is that allowed by the Town of Basalt.
PROHIBITED SIGNS AND MATERIALS
• Plastic materials Including acrylic and vacuum-formed letters
• Internally illuminated,acrylic faced channel letters
• Cabinet type signs or sign boxes
• Paper,cardboard,stickers,placards, insignias,trademarks. or decals applied to or located
on the storefront glaimg AND fixtures and displays visible through the storefront,
including credit card signs
• Flashing,moving,or roof signs, searchlights or beacons; signs or lighting that causes
direct glare; nein of gas filled signs
• Freestanding signs
• Temporary signs or banners
• Exposed raceways, ballast boxes, transformers,crossovers or conduit
• Stamps or decals of the sign manufacturer shall not be displayed on any vicihk pomoc
of the sign
• Odor or smoke producing signs GENERAL SIGN REQUIREMENTS
1. Illumination and mounting equipment such as namforrners,ballasts,crossovers,and
electrical feeds must be concealed Connections and penetrations through the fascia are
to be minimized. Tenants will be required to repair any damage to the fascia at the end of
the lease term. Mounting hardware must ix concealed or decorative fasteners if exposed
2. Tenant is responsible for the integrity of the connection supports.
3 Sign and electrical permits must be obtained by the Tenant. All contractors must be
registered and licensed by the Town of Basalt.
4. Any damage caused to the building or Premises by sign installation shall,at County's
option,be repaired by the County and charged to the Tenant.
5. Tenant shalt give County at least three (3)business days' advance written notice prior to
installing any sign at the Premises Such notice shall specify the exact date and time of
installation so that, if County desires,County may have a representative present during
installation.
6. Power for any sign is to be connected to Junction boxes on the interior side of the.
exterior facade walls. Tenant is to provide w irtng and conduit from raceway to,junction
boxes. All conduit is to be concealed,
7. If visible exterior disconnects are required by code, they shall be painted to match the
sign bagd.
R. Ali signs are to he installed with a minimum number of penetrations of she wall and
caulked or sealed co as to be watertight. Penetrations to be through joints and not through
masonry units.
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IN WITNESS W fIERFOF, the Lessor and Lessee have duly executed this Lease on the day and
year first above written.
Tenant
YrIPPnl,atn Family He/glth Centers
r ✓ (,'L ? if?
Date
L e u
Title
County'
Bq�rd of County Corn trsswners of Pitkin County,Colorado
k) _ _ __ `Ira 4 (
George Newma Dite
Chair
APPROVED AS TO FORM:
John M>ly-i.. — Date
�J' Lrttmri1y Attorney
A"1`Tk STATION: I i
( ) ilia tom 9/72/2 a I.
J Ite Jones Date
CI k to the Ruard
32