HomeMy WebLinkAboutbocc.res.039.2018 CONTRACT
# L,/ /_' (1/9 I of e RESOLUTION OF THE BOARD OF COUNTY
'1 t COMMISSIONERS OF PITKIN COUNTY, COLORADO
APPROVING AN INTERORGANIZATIONAL
AGREEMENT WITH ASPEN VALLEY HOSPITAL
DISTRICT AND MOUNTAIN FAMILY HEALTH
CENTERS FOR ONGOING SUPPORT OF CARE OF
LOW-INCOME POPULATIONS IN PITKIN COUNTY
THROUGH MOUNTAIN FAMILY HEALTH CENTER
RESOLUTION NO. 039 , 2018
RECITALS:
I. WHEREAS,Pursuant to Section 2.8.3 (Actions)of the Pitkin County Home Rule
Charter("HRC")official action by formal resolution shall be required for all actions
of the Board not requinng ordinance power on matters of significant importance
affecting citizens.
2. WHEREAS,Mountain Family Health Center hereinafter referred to as f'MFHC")is
a Federally Qualified Health Center dedicated to providing high-quality integrated
primary medical,behavioral and dental health care for medically underserved,
regardless of ability to pay;and
3. WHEREAS, in Pitkin County there are currently 4,700 individuals living below
200%of the Federal Poverty Level(defined as at or below $24,280 annual income
for a single individual and at or below$50,200 for a family of four)MFHC
currently serves 2,200 low-income and Medicaid patients annually in Pitkin County,
and estimates that as of this agreement,there are another 2,500 low-income and
Medicaid patients unable to be served in Pitkin County due to lack of exam rooms,
facilities, and affordable care options; and
4. WHEREAS,Aspen Valley Hospital District hereinafter referred to as("AVHD") is
committed to the overall health and wellbeing of the hospital district's population,
regardless of ability to pay,and recognizes that one of the most effective ways to
accomplish this goal is to ensure consistent access to quality integrated primary
medical,behavioral and dental care; and
5. WHEREAS, Pitkin County hereinafter referred to as ("the County") is committed to
the health,safety and wellbeing of its residents and has a history of partnering with
AVHD through the Health Community Fund to provide operating cash subsidies for
MFHC; and
6. WHEREAS,the County has entered into a long-term lease with MFHC for up to
9,000 sq.ft.of space for primary care, behavioral health and dental operators at a
below market rate; and
7. WHEREAS,AVHD and the County recognize that MFHC will require additional
ongoing operating subsidies to cover`he gap between revenues provided through
Medicaid, Medicare,grants and primary,behavioral and dental health care for the
underserved in the Roaring Fork Valley,regardless of the ability to pay;and
g. WHEREAS,MFHC expects that the operating subsidies it requires will decrease as
a result of increased efficiencies associated with the larger space and d,,abilay to ....
provide services to more patients,however all parties also recognize that subsidies
may increase if a greater proportion of Mountain Family Health patients are
uninsured;and
4. WHEREAS,MFHC,AVIH?and the County desire to enter into a three-way
partnership to ensure MFHC's ability to provide high-quality integrated primary
medical,behavioral and dental health services to all underserved residents of Pitkin
County,regardless of ability to pay; and
10. WHEREAS,The BOCC finds that to ensuic the health and welfare of the citizens
of Pitkin County that it is in the best interest of AVHD MVHS and the County to
enter into an Inner-Organizational Agreement a copy of which is attached hereto
as Exhibit A.
NOW,THEREFORE,BE IT RESOLVED by the Board of County Commissioners of
Pitkin County,Colorado that it hereby adopts a Resolution Approving an
Interorganizational Agreement with Aspen Valley Hospital District and Mountain Family
Health Centers for Ongoing Support of Care of Low-Income Populations in Pitkin County
through Mountain Family Health Centers and authorizes the Chair to sign the Resolution
and upon the satisfaction of the County Attorney as to form,execute any other associated
documents necessary to complete this matter.
2
INTRODUCED AND FIRST READ ON THE , a 42 DAY OF )11 2018
AND SET FOR SECOND READING AND PUBLIC HEARING ON T /3 "DAY
OF 3ut-*- 2018.
NOTICE OF PUBLIC HEARING AND TITLE AND SHORT SUMMARY OF THE
UMMAR
Y OF PUBLISHED IN THE ASPEN TIMES WEEKLY ON THE 3/s` DAY
OF M-" 1 , 2018.
NOTICE OF PUBLIC HEARING AND THE FULL TEXT OF THE RESOLUTION
POSTED ON THE OFFICIAL PITKIN COUNTY WEBSITE(e++++ pitktncuu niy.co )
ON THE 3/ DAY OF Mtay 2018.
ADOPTED AFTER FINAL READING AND PUBLIC HEARING ON THE /3 tL
DAY OF Jury- 2018.
PUBLISHED BY TITLE AND SHORT SUMMARY, AFTER ADOPTION, IN THE
ASPEN TIMES WEEKLY ON THE 2.PaDAY OF Gtlt-C , 2018.
POSTED BY TITLE AND SHORT SUMMARY ON THE OFFICI I °ITKIN COUNTY
WEBSITE (+c+++‘antl.inctnmtu.ano ON THE /`i'{"DAY OF 4G +t-e- 2018.
ATT ST: BOARD OF COUNTY COMMISSIONERS• Ce -fist
Je.gette Jones Patti Clapper, Chair
DT uty County CL rk
Date• 062 d -7 -
APPROVED AS TO FORM: MANAGER APPROVAL
5 / -- 2 _
John Ely, County Attorney Jon Peacock, County Manager
- -
Effective 01-02-2018 2
This repeals all previous versions of this template previously posted to PCIN
INTERORGANIZATIONAL AGREEMENT For
Ongoing Support for Care of Low-Income Populations in Pitkin County through
Support of Mountain Family Health Centers
THIS INTERORGNIZATIONAL AGREEMENT (the "Agreement") is made this
/3d day of 1/N`6 , 2018 by and between the Board of County
Commissioners of Pitkin County,Colorado, whose address is 123 Emma Road, Suite 106,
Basalt, CO 81621 ("the County") and Aspen Valley Hospital District ("AVH") whose
address is 0401 Castle Creek Road,Aspen CO 81611,and Mountain Family Health Centers
("Mountain Family Health Center"), whose address is 2700 Gilstrap Court, Suite 230,
Glenwood Springs, CO, 81601.
RECITALS
This Agreement is entered into pursuant to, inter cilia, C.R.S. §§ 29-1-201, et seq.,
and Article XIV, Section 18 of the Colorado Constitution.
WHEREAS,Mountain Family Health Centers is a Federally Qualified Health
Center dedicated to providing high-quality integrated primary medical,behavioral
and dental health care for the medically underserved,regardless of ability to pay;
and
WHEREAS, in Pitkin County,there are currently 4,700 individuals living below
200%of the Federal Poverty Level (defined as at or below$24,280 annual income
for a single individual and at or below$50,200 for a family of four)Mountain
Family Health currently serves 2,200 low-income and Medicaid patients annually
in Pitkin County, and estimates that as of this agreement there are another 2,500
low-income and Medicaid patients unable to be served in Pitkin County due to
lack of exam rooms, facilities, and affordable care options; and
WHEREAS, Aspen Valley Hospital District is committed to the overall health and
wellbeing of the hospital district's population,regardless of ability to pay, and
recognizes that one of the most effective ways to accomplish this goal is to ensure
consistent access to quality integrated primary medical,behavioral and dental
care; and
WHEREAS, Pitkin County is committed to the health, safety and wellbeing of its
residents and has a history of partnering with Aspen Valley Hospital District
through the Healthy Community Fund to provide operating cash subsidies for
Mountain Family Health Centers; and
WHEREAS,the County has entered into a long-term lease with Mountain Family
Health Centers for up to 9,000 sq./ft. of space for primary care,behavioral health
and dental operators at a below market rate; and
WHEREAS Aspen Valley Hospital District and Pitkin County recognize that
Mountain Family Health will require additional ongoing operating subsidies to
cover the gap between revenues provided through Medicaid, Medicare,grants and
donations and the actual operating costs of providing high-quality Integrated
primary, behavioral and dental health care for the underserved in the Roaring Fork
Valley, regardless of ability to pay; and
WHEREAS Mountain Family Health expects that the operating subsidies it
requires will decrease as a result of increased efficiencies associated with the
larger space and the ability to provide services to more patients, however all
parties also recognize that subsidies may increase if a greater proportion of
Mountain Family Health patients are uninsured; and
WHEREAS,Mountain Family Health Centers, Aspen Valley Hospital District and
Pitkin County desire to enter into a three-way partnership to ensure Mountain
Family Health's ability to provide high-quality integrated primary medical,
behavioral and dental health services to all underserved residents of Pitkin
County,regardless of ability to pay
NOW, THEREFORE, for and in consideration of the mutual promises and
agreements of the parties and other good and valuable consideration,the adequacy
and sufficiency of which is hereby acknowledged,the parties agree as follows
AGREEMENT
1. Basalt Clinic Leased Space: In order to assure that Mountain Family
Health is able to grow and expand operations to meet the needs of the
underserved members of the community, Pitkin County has provided
approximately 9,000 square feet of commercial space to Mountain Family
Health through a separate lease agreement. This space is provided at an
amount substantially below market rates,representing an operating subsidy
provided by Pitkin County to Mountain Family Health. Parties agree that
the County's in-kind rent subsidy will be equal to 40% of the annual lease
value, based on the lease agreement which is included as Exhibit A to this
agreement. In turn, Aspen Valley Hospital agrees to subsidize 60% of the
lease cost of the space as an operating subsidy. AVH agrees to remit
payment to Mountain Family Health,in the amount of the annual lease costs
due from Mountain Family Health to Pitkin County for the ensuing year.
Such payment shall be reflected by Mountain Family Health as operating
revenue for each reporting period, for purposes of deriving operating
performance as referenced below.
2. Operational Funding: Pitkin County and Aspen Valley Hospital District
agree to provide financial support of the Basalt clinic as necessary to avoid
Mountain Family Health Centers from sustaining an operational loss as a
direct consequence of operating the Basalt clinic. This shall be
accomplished in the following manner:
a. MFHC will develop and submit to Pitkin County and Aspen Valley
Hospital District a pro-forma no later than November 1' for the
following calendar fiscal year of operation.
b. The pro-forma shall be in a form acceptable to Pitkin County and Aspen
Valley Hospital District, and shall estimate the actual operating loss at
the year-end, taking into account only those costs that are directly
attributable to operation of the Basalt clinic and that would be
eliminated in the event the Basalt Clinic no longer exists.
c. In addition, the pro-forma shall reflect the income associated with any
grant from public, pnvate or non-profit sources for the purpose of
funding the Mountain Family Health Center clinic m Basalt.
d. Pitkin County and Aspen Valley Hospital District shall approve the
operating loss to be funded under the pro-fora prior to commencement
of the calendar fiscal year.
e. Mountain Family Health shall meet with Aspen Valley Hospital District
and Pitkin County quarterly to review the pro-forma compared to actual
results and the quarterly operating losses eligible for reimbursement by
Pitkin County and Aspen Valley Hospital District as outlined in
paragraphs f and g below. Operating gains, if any, will be carried
forward into the next quarter.
f Pitkin County will remit a check for 40%of the demonstrated operating
loss for the quarter within thirty (30) days of receipt of the operating
results (per the meetings descnbed in paragraph "e" above), provided
Pitkin County agrees with the calculations. Should a Corrective Action
Plan be required per paragraph"i"below,payment will be made within
30 days of the receipt of the Corrective Action Plan.
g. Aspen Valley Hospital District will remit a check for 60% of the
demonstrated operating loss for the quarter within thirty (30) days of
receipt of the operating results(per the meetings described in paragraph
"e" above), provided Aspen Valley Hospital District agrees with the
calculations. Should a Corrective Action Plan be required per paragraph
j" below, payment will be made within 30 days of the receipt of the
Corrective Action Plan.
h. In the event that annual operating losses are less than the pro-forma
estimate, MFHC will be eligible for an incentive bonus equal to 25%of
the difference with Pitkin County responsible for 40% of the amount
and Aspen Valley Hospital District responsible for 60%of the amount.
The incentive bonus will be paid within 30 days of the conclusion of the
calendar fiscal year in which the incentive bonus was earned.
i. Should the operating losses for the Basalt Clinic exceed the pro-forma
estimate by greater than 25% in any quarter, Mountain Family Health
Centers will be required to submit a Corrective Action Plan (CAP) to
Pitkin County and Aspen Valley Hospital within 30 days. The CAP will
Include corrective measures being undertaken, as well as a reforecast of
the remainder of the operating year, and will require the approval of
Pitkin County and the Aspen Valley Hospital District.
3. Basalt Clinic Operating Expectations: In consideration of funding
support from Pitkin County and Aspen Valley Hospital District under this
agreement,Mountain Family Health Centers shall operate the satellite clinic
of the MFHC
in Basalt a minimum of 5 days per week (holidays excepted), consistent
with MFHC policies and procedures and in accordance with any
requirements of MFHC's licensure,accreditation or standards of care Said
clinic shall.
a. Provide professional staffing consisting of a properly qualified and
licensed medical, dental,and behavioral health professionals.
b. Provide services to patients regardless of their ability to pay or payer
source consistent with the requirement of a Federally Qualified Health
Center.
c. Provide for administrative needs as necessary to register patients,
provide clinical support, provide transcription services or maintain
medical records on any patients of MFHC.
d. Reporting: Upon occupying the leased space in 2018 Mountain Family
Health Centers agrees to report in writing to Aspen Valley Hospital
District and Pitkin County the following information on a quarterly
basis for the calendar year:
I. Total unduplicated patients served at MFHC Basalt's location,
including total medical, dental, and behavioral health patients and
visits.
ii. Of those patients served, the percentage of patients residing in
Pitkin and Eagle Counties (respectively).
it. The payer mix of the patients served at the MFHC Basalt location.
iv. Financial statements for MFHC Basalt showing total revenue,
appropriated and incurred expenses, appropnation methodologies,
and operating profit/loss
v. The population health outcomes, as defined by the federal
Uniform Data System (UDS), for the patients served at the MFHC
Basalt location.
vt MFHC Basalt's status as a Patient Centered Medical Home
(PCMH)as defined by the National Committee on Quality
Assurance (NCQA) or another national PCMH accrediting body.
vii. Patient satisfaction results at MFHC Basalt,as defined by the Agency
for Healthcare Research and Quality(AHRQ)or another national patent
satisfaction organization
vit. Any additional documents as required by the Healthy Community
Fund grant obligations or requests for clarification regarding
appropriation and incurrence of revenues and expenses.
4. The term of this agreement shall be effective November 1, 2018, and shall
renew annually unless terminated by any of the parties.
a. Should Mountain Family Health Centers not meet its reporting
requirement as outlined in paragraphs "2e" and "3d" above, Pitkin
County or Aspen Valley Hospital shall have the right to immediately
terminate this agreement, if, after giving thirty (30) days written notice
to Mountain Family Health Centers,the reporting is not accomplished.
b. Notwithstanding the above, if either party breaches any term of this
agreement and fails to correct such breach within ten (10) days after
receiving written notice of such breach from the other party,such other
party may terminate this Agreement by notifying the breaching party,
and other partner in the agreement in writing of such termination. In
such case, Pitkin County and Aspen Valley Hospital District shall
reimburse Mountain Family Health Centers for the operating losses then
incurred for the period that the clinic had been operating pursuant to
(paragraphs"2f'and"2g"above).
c In addition,Aspen Valley Hospital District and Pitkin County shall have
the nght to immediately terminate this Agreement:
i. If Mountain Family Health Center's status as a Federally Qualified
Health Center is suspended or revoked by the U.S. Department of
Health and Human Services, ii. If Mountain Family Health Centers
or any of its providers is currently or during the term of this Agreement
becomes excluded from participation in a federal healthcare program,
including but not limited to Medicare or Medicaid; or
iii. If the actions of Mountain Family Health Centers are of such a
nature that they present an imminent danger to patients or materially
and adversely affect any licensures, tax exemptions, or
accreditation of any of the parties to this agreement; or
iv. For failure by Mountain Family Health Centers to maintain at its
own cost, proper liability insurance for its employees and or
providing said services. Such professional liability insurance must
be in the amount of at least $1,000,000 per occurrence and
$3,000,000 in the annual aggregate or in any such other amount as
required by the Aspen Valley Hospital District and Pitkin County.
Proof of such insurance shall be provided by Mountain Family
Health Centers upon request by Aspen Valley Hospital Distract or
Pitkin County.
d. Any party may terminate this Agreement without cause by providing the
remaining Parties ninety(90)days written notice prior to the conclusion
of the then current term.
Additional Provisions
I. Assignability. This agreement is not assignable by any party
2. Modification. This Agreement may be changed or modified only in writing by an
agreement approved by the respective Boards of the Governments and signed by
authorized officers of each party.
3. Entire Agreement. This Agreement constitutes the entire Agreement between the
parties and all other promises and agreements relating to the subject of this
Agreement,whether oral or written, are merged herein.
4. Severability. Should any one or more sections or provisions of this Agreement be
judicially adjudged invalid or unenforceable, such judgment shall not affect,
impair,or invalidate the remaining provisions of this Agreement,the intention
being that the various sections and provisions hereof are severable.
5. Notice. Any notice required or permitted under this Agreement shall be in
writing and shall be provided by electronic delivery to the e-mail addresses set
forth below and by one of the following methods I)hand-delivery or 2)
registered or certified mail,postage pre-paid to the mailing addresses set forth
below. 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 part of the
sender. Nothing contained herein shall be construed to preclude personal
service of any notice in the manner prescnbed for personal service of a summons
or other legal process.
To: Pitkin County With copies to:
Pitkin County Attorney's Office
123 Emma Road, Suite 204
Basalt, CO 81621
attomey(wpitkincounty corn
To: Aspen Valley Hospital District 0401 Castle Creek Road
Aspen, CO 81611
ATTN: CEO
With a copy to• General Counsel
To: Mountain Family Health Centers 2700 Gilstrap Court
Ste. 230
Glenwood Springs,CO 81601
6. Government Immunity. The parties agree and understand that Pitkin County and
Aspen Valley Hospital District are relying on and do not waive,by any provisions
of this Agreement,the monetary limitations or terms or any other rights,
immunities,and protections provided by the Colorado Governmental Immunity
Act. C.R.S. 24-10-101, et seq., as from time to time amended or otherwise
available to the parties or any of their officers,agents, or employees.
7 Current Year Obligations. The parties acknowledge and agree that any payments
provided for hereunder or requirements for future appropnations shall constitute
only currently budgeted expenditures of the parties The parties' obligations
under this Agreement are subject to each individual party's annual nght to budget
and appropriate the sums necessary to provide the services set forth herein. No
provision of this Agreement shall be construed or interpreted as creating a
multiple fiscal year direct or indirect debt or other financial obligation of either or
both parties within the meaning of any constitutional or statutory debt limitation.
This Agreement shall not be construed to pledge or create a lien on any class or
source of either parties' bonds or any obligations payable from any class or source
of each individual party's money.
8. Binding Rights and Obligations. The nghts and obligations of the parties under
this Agreement shall be binding upon and shall inure to the benefit of the parties
and their respective successors and assigns
9. Agreement made in Colorado. This Agreement shall be construed according to
the laws of the State of Colorado, and venue for any action shall be in the District
Court in and for Pitkin County, Colorado
10. Attorneys' Fees. In the event that legal action is necessary to enforce any of the
provisions of this Agreement,the substantially prevailing party,whether by final
judgment or out of court settlement, shall recover from the other party all costs
and expenses of such action or suit including reasonable attorney's fees.
II. No Waiver. The waiver by any party to this Agreement of any term or condition
of this Agreement shall not operate or be construed as a waiver of any subsequent
breach by any party.
12. Authority. Each person signing this Agreement represents and warrants that said
person is fully authonzed to enter into and execute this Agreement and to bind the
party it represents to the terms and conditions hereof.
The foregoing Agreement is approved by the Board of County Commissioners of
Pitkin County,Colorado at its regular meeting held on the day of
,2018
The foregoing Agreement is approved by [other governmental entity] at its regular
meeting held on the _ day of , 2018.
IN WITNESS WHEREOF,the panics hereto have caused this agreement to be executed
as of the day and year first above written.
The foregoing Agreement is approved by the Board of Count) Commissioners of Pitkin
County, Colorado at its regular meeting held on the /364, day of gau N
2018
BOARD OF COUNTY COMMISSIONERS APPROVED AS TO FORM
OF PIT • COUNTY. COLORADO _
By
Chair County-Attorney
��—
Manager Appro,al:
By
Jon Peacock, County Manager
The foregoing Agreement is approved by Aspen Valley Hospital District at its regular
meeting held on the 22nd day of May, 2018.
ASPEN VALLEY HOSPITAL DISTRICT APPROVED AS TO FORM
By: A l'\I -, By: l( P 4 /ft G ,i,�
Mindy Nagle,Chi General Counsel
S / Mana Approval:
41
Ua,9essler, CEO
MOUN FAIN FAMILYI HEATH CENTERS Manager Approval.
B\.. •c JI.-c.y f- dui, 13v: s..c.-c 14YAf4r
Jon Fox-Rubin, Chair 9_ Ross Brooks,CEO 0
IN WITNESS WHEREOF,the parties hereto have caused this agreement to be executed
as of the day and year first above written.
The foregoing Agreement is approved by the Board of County Commissioners of Pitkin
County, Colorado at its regular meeting held on the 1$ day of a
2018
BOARD OF COUNTY COMMISSIONERS APPROVED AS TO FORM
OF PITKIN COUNTY, COLORADO
B,: 5-c dv.E4',o..s I% By: 6,rµ jA,Gc4tQ5 day
Chair County Attorney
Manager Approval:
By 5.0., 674,14.1/04,5 0
Jon Peacock. County Manag@r
The foregoing Agreement is approved by Aspen Valley Hospital District at its regular
meeting held on the 22nd day of May, 2018.
ASPEN VALLEY HOSPITAL DISTRICT APPROVED AS TO FORM
By: 11114. By: P
Mindy Nagle. Ch t i, /General Cou I
3/43/414184 By. pproval.
By. I ✓1 d1i�
Da, essler, CEO
MOUNTAIN FAMILY HEATH CENTERS Manager Approval:
P .1 y
Bp: 0 By: 44
Jon Fox-Rubin, Chair Ross Brooks, CEO
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.v49 -2017
RECITALS:
I. Pursuant:o 30-35-301 C.R.S.,the Board of County Commissionets ("BOCCI 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 authonzed to
take official action by Ordmanct for certain matters where action is prescnhed pursuant
In the Colorado Revised Statues as amended.
3. On June15,2016 123 Emma Road was put on the market and the Board approved a
contract to purchase(below the asking puce of$39 million) for$3.3 million($209 square
foot) an September 28,2016
4. The pupr1y known as River Park Center is a 15,76) square foot building:sated in
Pitkin County that currently has two restaurants renting space on the ground floor and a
second Door thai contains an atnrnn and patio/walkways,badrestoursnl minting spare
occupied by Pitkin County,and a private sector professional office. The County has now
assumed the existing leases and revenue streams while taking on the cast and
responsibility fur managing the properly.
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 admmislrative building in Aspen. With this lease long-term service needs will now
be addressed through providing space in Mountain Family Health Centers to continue and
expand medical,behavioral health,and dental services to low-income own scions in
Pam County.
6. Mountain Family Health currently located at 234 Cody lane in o facility leased by, and
shared with, Aspen Valley Hospital serves appro<rmately 2,000 of the approximately
4,500 individuals in Pitkin County living et or below 200%of poverty level
7. The Pitkin County building wilt eliminate Mountain Family Health's then main barna of
limited space(3,050)in order lo serve a larger portion of the low income population in
Pitkin County,
11111191111111111111111111111111111111
RECEPTIONS:843587, R:$0.00,D:1.1100
DOC CODE:ORDINANCE
Pp 1 o/46,12/OS12017 ret 09:09:31 AM
Janice N,Vas Caudill,Pllkin County. Co
8 The Board of County Commissioners ("the BOCC")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.
9. The BOCC desires to enter into 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 1, 2018. The(cased 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 for any portion
of this spare The space ultimately leased or leased in phases will be determined by
Mountain Family's ability and need. The"Center"accepts premises in its present "as is"
condition.
I I. The HOCC finds that adoption of this ordinance m necessary for the immediate
preservation of the public health,safety and welfare of the citizens of Pitkin County
NOW,THEREFORE,BE 1T ORDAINED by the Board of County Commissioners of Pitkin
County,Colorado that it hereby adopts an Ordinance 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 and authorizes the Chair or the Chair's
designee to sign the Ordinance upon the satisfaction of the County Attorney in a form
substantially similar to the attached document and execute any other associated documents
necessary to complete this matter_
2
8. The Board of County Commissioners("the BOCC')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 clay to day business
operations of the County Department,will be available to lease commencing in spring of
2018.
9. The BOCC desires to enter into a commercial lease with Mountain Family Health Center
("Center")for an initial tens of 20 years to louse 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 1, 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 5,054 is located on the second floor of the entire building,but may be for any portion
of this space, The space ultimately leased or leased in phases will be determined by
Mountain Family's ability and need. The'Cent&'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 Pitkin County,
NOW,THEREFORE,BE IT ORDAINED by the Board of County Commissioners of Pitkin
County,Colorado that it hereby adopts an Ordinance 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 and authorizes the Chair or the Chair's
designee to sign the Ordinance upon the satisfaction of the County Attorney in a form
substantially similar lo the attached document and execute any other associated documents
necessary to complete this matter
4 r
2
INTRODUCED AND FIRST READ ON THE /lam DAY OF-moi _ , ,2017
AND
S FOR SECOND READING AND PUBLIC HEARING ON THE 57�DAY OF
Y 2017.
NOTICE OF PUBLIC HEARING AND TITLE AND SHORT SUMMARY OF THE
RESOL TION PUBLISHED IN THE ASPEN TIMES WEEKLY ON THE /V' DAY OF
L ,2017.
NOTICE OF PUBLIC HEARING AND THE FULL TEXT OF THE RESOLUTION POSTED
ON THE OFFICIAL, T N COUNTY WEBSITE(u ww.pilkincouplycom) ON THE
lY DAY OF u...4// 2017.
n nit
OPTED
O R FINAL READING AND PUBLIC HEARING ON THE DAY OF
' 2017.
PUBLISHED BY TITLE AND SHORT SUMM 4R" AFTER ADOPTION, IN THE ASPEN
TIMES WEEKLY ON THE S' OAY OFL/L/ Oike v 1017.
POSTED BY TITLE AND SHORT SUMMARY ON�THE OFFICIAL PITKIN COUNTY
WEBSITE(www.pilkincounty.com)ON THE �$ DAY OFf. ‘e.
ATTEST. BOARD OF COUNTY COMMISSIONERS
i
lI
Jeanette Docs ir George Newm: i,Chair
Deputy ounty Clerk .
Date:4� j /� —
APPROVED AS TO FORM: ' MANAGER APPROVAL
(_
�J&1 Ely,County A. .... . _- `Ton Peacock, otounty Manager
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 refercnces in the Lease to the"Issue" shall
include this Summary. AB references in the Lease to any term defined in this Summary shall
have the meaning set fonh 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 mists between this
Summary and the Lease,the provisions of the Lease shall control..
LI County's Address: 530 E.Main Street, Aspen CO 816:I Property Manager
Address. 530 E Main St., Aspen CO 81611 Rent Payment Address: 530 East Main Street,
Aspen,CO 81611
L2 Tenant's Address:2701:Gtlsrrep Court 8230,Glenwood Springs.CO 81601
1.3 Center:The center is commonly known as River Park Center
IA Building:Center,located at 123 Emma Road,Basalt,Colorado 81621 mare 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 Prenuses are located,is depicted in Exhibit "A"attached hereto.
IS Premises: Those certain Premises within the Building shown on.the two pages of the
floor plans attached hcrctu 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.
13 Commencement Date;Expiration.Date:
Commencement Date:July 1,2018.
EtpiraUun Ddtc: July I. 2038.
LH Terra:Twenty years and shall commence as of the date hist written above and shall
automatically rerew for a len-year period »mess ternunated by one of the signingparties upon
one hundred and eighty(180) 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 Lease upon 90-days written notice during which the
defaulting party shall have the opportunity to cure the default.
1.9 Annual Base Rent: Rase Rent starting on July 1, 201 S, $150,000.00/annually with a
2%annual escalation or one half of Denver Boulder—Greeley CPI whichever is greater to
bate rent.
1.10 Permitted Use: Medical Health Services
1.11 Security Deposit: N/A
1.12 Tenant Improvements:The tenant improvements installed or to be installed in the
Premises,if any,described as "Tenant's Work"in the Work Letter Lease attached hereto as
Exhibit "C"
1.13 Amount Due on Lease Execution.
Base Rent for first year: 5150,000.00
Common Area Maintenance(CAM) SO
Security Deposit $N/A
I
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 tat 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 Resenation of Rights.Provided County does not interfere with
Tenant's use of and access to the Premises in an unreasonable manner, County
reserves the nght from time to time to install, use,maintain,repair,replace and
relocate pipes,ducts,conducts,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 Ansi Boma 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 flour 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 Dale,and ending on the Expiration Dale,
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 (10) day period.
3
3. RenL
3.1 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.Tenant 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
in addition to the Annual Base Rent described in Section 3 1 above shall be
considered additional rent for the purposes of this Lease,and the word"rent' to
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 United 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 asaitable 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,roadways, sidewalks, walkways,parkways,
driveways,landscaped areas,and similar areas and facilities situated within the
Center not reserved for the exclusive use of any Center occupants.Common
Area shall not include(t)the entryway to a tenant's premises,(it)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 be 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,carts, 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(il any covenants,conditions and restrictions governing,among other
things,the alloatuon of Common Area expenses to the Center,and any other
operating Leases or covenants,conditions,and restrictions front time to time
encumbering the Center(collectively,the "Dedaratrnn").and(ii)such
4
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 materially interfere with
Tenant's use of and access to the Premises,except as required by law, County's
rights shall include,hut not he limited to,the right to(a) restrain the use of the
Common Area by unauthorized persons, (h)cause Tenant to remove or restrain
persons from any unauthorized 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
expenses incurred by County,in operating,managing,policing,insuring,
servicing,decorating, repairing,maintaining and replacing the(a)Common
Area.(b)the exterior surface of exterior walls,roofs,foundations and other
structural portions of the building constituting the Center from lime 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 arc
not limited to unitary sewer lines and systems.gas lines and systems,water
fines 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,tiash removal,
security, if any,fire protection and similar items; management fees; payroll
taxes,employment taxes, workers'compensation, for those who perform duties
connected with the operation,maintenance and repair of the Center, its
equipment, and the adjacent walks and landscaped areas; rental on equipment:
charges, surcharges,and other levies related 10 the requirements of any federal,
state,of local governmental agency;expenses related to the Common Utility
Facilities,personal property taxes and Real Property Taxes on the improvements
and land comprising the Common Area;costs of insurance maintained by
County pursuant to this Lease,costs of improvements to the Common Area 0)
intended to reduce operating expenses, (ii)as any laws,ordinances,rules,or
regulations of any governmental authority or agency having jurisdiction there
user may require from time to time by,or(iii)for the refurbishment and
replacement of Common Area improvements or amenities; and a cum payable to
5
County for administration 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 Ube as 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, but 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 Ill 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 other
recorded covenants,conditions and restrictions affecting the Center or of any
law or governmental rule or regulation,or of any certificate of occupancy rcaurd
for the Premises or the Building,or(b) for any improper,immoral, unlawful,or
objectionable purpose.Tenant shall not do or permit to be done anything which
will obstruct ur interfere with the rights of other tenants or occupants of the
Center,or injure or annoy them Tenant shall not cause, maintain or permit any
nuisance in,on or about the Premises,the Building or the Center, nor commit or
suffer to be committed any waste in,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 Premises_ in addition,common
parking spaces as shown on Exhibit "F"as Parking Spaces 53-78 and 117-135
shall be shared with other users of the Center and as required by the Town of
Basalt PUD 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 designated for such purpose by County Further, County
6
may adopt and implement such alternative parking programs as County
determines are reasonably necessary to alleviate parking problems during peak
traffic periods.The use of the parking arca shall be subject to the Parking Rules
and Regulations attached hereto as Exhibit "E"and any other reasonable, non-
discriminatory rules and regulations adopted by County from lime 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 (15)days alder County requests such information.Tenant shall
ensure its employees comply with all the provisions of this Section and such
other parking roles 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"G"and any other
reasonable,nondiscriminatory rules and regulations adopted by County from
lime to lime,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 tree of all obstructions and in
good operating condition. If,in County's judgment,Tenant's trash volume
becomes excessive,County may charge Tenant for additional trash disposal
services and/or require Tenant to contract directly for additional trash disposal
services at Tenant's sole cost and expense.
6. Payments and Notices. Tenant shall pay all rent and other sums payable 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 permitted under thts Lease shall be in wntng and shall be hand-
• delivered or sent by registered or certified regular mail,postage pre-paid and via c-mail
7
(electronic delivery) to the milling and e-mail addresses set forth below 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 part of the sender.
To Pitkin County: Rich Englehart.COO with copies to
Pekin County Pitkin County Attorney's Office
123 Emma Road, Suite#106 123 Emma Road. Suite 6204
Basalt,CO 81621 Basalt.CO 8 i 621
Email rich.englehart@pitk in coo nty,tuut Email: attorney@pitkincounty corn
To Tenant:
Mountain Family Health Center
2700 Cilstrap Court#230
Glenwood Springs,CO 81601
Phone: (970)9-Pi-2840
Email:rhroaks@mountianfaniily org
7. Surrender; Holding Over.
7.1 Surrender of Premises.Subject to the security interest set forth above,on or
before the date and trine of the expiration or termination of the Initial or
Renewal Term or the Initial or Renewal Term of this Lease.Tenant shalt:
surrender the Premises to County in good condition and repair,ordinary wear
and usage excepted; and remove all of Tenant's personal property,trade fixtures,
equipment or tntpr'ovements removable by prior Lease with County from the
Premises; and repair any damagr to 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 shad he
deemed to have been abandoned and may be retained by the County as County's
property or disposed of by County in such manner as County sees fit 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 Intra:or Renewal terms
with the consent of the County,Tenant's interest in the Premises from and after
that date shall be deemed to he 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 terms and
8
conditions as maybe established by the County, in its sole discretion, upon thirty
(30)days' notice to Tenant
7.3 Continued Occupancy without Consent of the County.This Lease shall
expire of its own accord without nonce at the end of the tern,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%)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 competitive 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 7 errant 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 "ants"condition. Notwithstanding the foregoing,County
shall not be obligated to deliver possession of the Premises to Tenant until
County has received front Tenant all of the following:(i)a copy of this Lease
fully executed by Tenant;(ii)the first installment of the Annual Rase Rent, and
(iii)copies of policies of insurance or certificates thereof as required under 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
aspens of the Premises and is satisfied they are in an acceptable condition and
meet 1 enant's needs.Tenant does not rely on,and County does not make,any
express or implied representations or warranties as to any mailers including,
without limitation, any characteristics of the Premises or improvements thereon,
9
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 inquiries 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.lt 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 electrical
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
be liable to Tenant for failure to perform any such repairs.maintenance or
replacements, unless County shall fail to make such repairs,maintenance or
replacements and such failure shall continue for an unreasonable time 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 cited
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,Tenant Changes, pipes and
conduits,all fixtures, furniture and equipment,Tenant's signs, locks, closing
devices,security 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 in 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
10
shalt be performed with due diligence by licensed contractors)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, al their expense
to make all tenant improvements in the tease 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. Pour dental care spaces;
3. Two behavioral health roams;
4. An emergency generator skied to support Mountain Family Health
operations,
5. Development of second access that is ADA compliant;
6. 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'PtcApptoved
Chatmi'p(i)the costs of such Tenant Change do not exceed One Thousand
Dollars 01,000.00) individually,(ii) the costs of such Tenant 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 dchoers to County final plans,specifications and working drawings
for such Tenant Change at least ten(10)days prior to commencement of the
work!hereof, (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 trigger a legal
requirement upon County to make any improvements or alterations to the
Center,(vii)no budding permit is required;and (sou)the Tenant Change cannot
easilybc ricwed from outside the Premises.
11
(b) All Tenant Changes shall be performed. (i)in accordance with the approved
plans,specifications and working drawings;(u) hen-free and in a first-class
and workmanlike manner;(iii)m compliance with the Declaration and all
laws,rules and regulations of all governmental agencies and authonties
including,without limitation, the provisions of Title Ill of the Americans
with Disabilities Act of 1990 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 County in the maintenance
and operation 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
regulations 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 Sc' forth above),Tenant shall:(i)enter into an Lease
for the performance 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 lien indemnity bond,or other
surety,satisfactory to County tor such Tenant Change. County's approval
of arty of Tenant's contractors) and subcontractors)shall 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 Tenant 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 tease.
10.2 Removal of Tenant Changes and Tenant Improsements.All Tenant Changes
and the initial Tenant Improvements in the Premises(whether installed or paid
for by County or Tenant), shall become County's property and shall remain upon
and he surrendered with the Premises at the end of the Term of this Lease;
provided, however,County may, by wnttcn 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 this Lease)identifythose 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 during the tern 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 Electric Code. Further,
upon the expiration or sooner termination of the Term,Tenant shall remove all
wiring and cabling within the Premises and the Building(including the plenums,
risers 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 Lcase.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 In 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; andlor(b)upon ten 00)days'pnor noun to Tenant,sell all
or any such items at private or public sale for such pnce as Count) may obtain
as permitted under applicable law.County may,in its sole discretion,retain the
proceeds of any such sale
1I. Liens.Tenant shall not permit any mechanic's, matcriaimen's, or other liens to he filed
against all or any part of the Center, 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 Tenant's subtenant, or their respective agents,
employees, contractors, licensees or invitees. Tenant shall, at Countys request, provide
County with enforceable,conditional and final lien releases(and other evidence requested
by County to demonstrate protection from hens)from all persons furnishing labor and/or
materials with respect to the Premises.County shall have the right to post on the Premises
and record any notices of nonresponsibil«y 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
hen to be released of record or bonded so it no longer affects title to the Center, the
Building or the Premises. If Tenant fails to cause such lien 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 and 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 Tenn, to prospective tenants), to post notices of non-responsibility,
and/or to alter, improve, or repair the Premises or any other portion of the Buildtng, 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 Tenant's business, and shall provide Tenant with reasonable advance
written notice of such entry(except in emergency situations or for scheduled services).
Tenant shall provide 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 en account of any such entry by County except, subject to the
provisions of Section 221, in 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 unhty used,
consumed or provided in. furnished to or attributable to the Premises from and after the
Turnover 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(1 0)days of billing for fixture charges and/or water tariffs,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 he due as additional rent. If Tenant
uses the common HVAC plant to supply HVAC to its Premises,Tenant shall pay Tenant's
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 services 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,(b)County's contractor estimates in a writing
delivered to the parties that the damage thereto is such that the Premises maybe
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 cover 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 If,however(A)the Premises are damaged to an extent exceeding
twenty-five percent(25%)of the full replacement cost thereof,(R)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
casually(excluding the Tenant Improvements and Tenant Changes,which
Tenant shall reconstruct in accordance with Section 18.2 below), in which
case this Lease shall continue in full force and effect;or
(b) temtinatc this Lease effective as of the date that is thirty(30) days after
Tenant's receipt of County's erection to tennmate.
Under any of the conditions of this Section 15 I,County shall give written notice to Tenant of
its intention to repair or terminate 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 dues 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
15
Changes in the Premises, after which time, the rent abatement provided fur
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 covenng the full
replacement cost of such Tenant Improvements or Tenant Changes that are
damaged,Tenant shall he 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 received 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
143 Abatement of Rent. Tf,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 he abated or reduced, as
the case may be,dunng the period 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, hears to the total Floor Arca of the Premises(provided such abatement shall
cease after the period of tune 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,
reconstniction 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'poor written notice to
Tenant.
16
14.5 Damage Near End of Term. b addition to its termination rights 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 dale 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(180) days
after the occurrence of such destruction,notify Tenant in writing it elects not to
so reconstruct or restore the Center,in which event this Lease shall cease and
terminate thirty(30)days following the dale 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 quasipublic purpose by any lawful power or authority by
exercise of the right 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. If 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 be 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
17
uneconomical,County may terminate this Lease upon thirty(30)days'prior
written notice to Tenant
15.3 Condemnation Award.Subject to the below provisions of this Lease, in
connection with any taking of the Premises or the Budding,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.
Tenant may recover from the condemning authority(but not from County)any
compensation as may be 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 bt.smcss 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 penod of the taking
within the Term,provided if such taking shell remain in force at the expiration
or earlier tcnmation 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 Tenn
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
15.5 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 waive the provisions of any applicable statutes permitting the parties to
terminale 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 Lost 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, $2,00D,000 aggregate
and 84,000,000 umbrella for a total of$5,000,000. County and Tenant recognize
that nothing herein shall be construed as limiting Tenant's statutory protections
I8
with the Colorado Governmental Immunity Act. Such liability Insurance shall be
pnmary 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 perils 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 have limits of less than 3500,000
(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 The 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 350,000 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 wnting 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 be due and payable to County by
Tenant within ten (101 business days after written demand. Tenant shall not
conduct or 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,lobe 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 he liable for 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 payah;e 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 Disarance. 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 perils 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 oilier buildings and
projects. At County's option, County may elect to self-insure all or any part of such required
insurance coverage County may,hut shall not be obligated to,carry any other Corm 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 ocetareace 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;
(b) Tenant's failure to make any payment of rent or additional rent or any other
payment requited by this Lease;
(c) Five business days after 1 enant's failure to observe or perform any of the
express or implied covenants or provisions of this Lease, other than as
specified in this Section, where such failure shall continue for a period often
(101 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 later than sixty (60) days from the date of such
failure;
18.2 County's Remedies. If, during the Term,Tenant fails in fulfilling any of its
covenants,obligations or Leases set forth in this I Pace and County deems such event an
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 a 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-Entry/Repossession. 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 for 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 nght, following
any reentry or reletting. to exercise its nght to terminate this Lease by giving
Tenant such notice, in which event this Lease shall terminate as specified in
such notice.
(c) Continuation of Lease.County may continue this Lcase m full force and effect
whether or not Tenant shall have abandoned the Premises.If County elects to
continue this Lease in full force and effect pursuant to this Section. County
shall be entitled to enforce all of its nghts and remedies under this Lease,
including the right to recover rent as it becomes due. County'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 lime and from time to time,and County shall use
commercially reasonable efforts, to rclet 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 fulfillment of Tenant's covenants under this Lease
Any such reletting provided for in this Lease may be for the remainder of the Term or
any renewal term of this Lease, as originally granted, or for a longer nr shorter period,
County may change the character and use made of the Premises,and County shall not
he required to accept any substitute tenant offered by Tenant or to observe by
instructions given by Tenant about reletting. In any such case, and whether or not thc
Premises or any part thereof be 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 tune of such termination of this Lease or of such recovery
of possession of thc Premises by County,as the case may be, and thereafter Tenant
covenants and agrees,if required by County, to pay to County until the end of the Fenn,
the equivalent of the amount of all Rent reserved by this Lease,and all other charges
required to be paid by Tenant,las the net proceeds of reletting,ifany. In determining
the Percentage Rent payable by Tenant under this Lease subsequent to default, the
Percentage Rent for each year of the unexpired Term shall equal the average Percentage
Rent paid by Tenant from the commencement of the Term to the time of default,or
dunng the preceding three full calendar years, whichever period is shorter. Tenant shall
also pay a pm rata portion of such periodic Percentage Rent based upon the length of
time between the previous payment of Percentage Rcnt 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 bargain and not as a penalty,an aggregate sum which at the time
of such termination of this Lease,or of such recovery of possession of the Premises by
County,as the case 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 fan
market rent and all other charges for the Premises for the balance of the Tenn.
18.4 County's Remedies; Re-Entry Rights In the event of any default by Tenant, an
addition w 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 all persons and property from the Premises;County may remove,
store,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 be construed as an election to terminale this Lease un'ess 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 fails 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 waking ur
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 performing such other acts(including attorneys'fees) shall
be payable by Tenant to County within five(5)days after demand therefor as additional
rent
under-the teres-of this, ease.
183 Late Charges.Tenant acknowledges, in addition to interest costs,Parc payments
by Tenant to County of any rent due under thts 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 encurnbering 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 Lcase by the fifth business day after the dale due,Tenant
shall pay County an additional sum of five percent (5r➢)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 costs
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
18.8 Security Interest.Tenant hereby grants to County a lien and security interest on
all Tenant's properly now or hereafter placed in or upon the Premises including, but not
limited to,all fixtures,machinery, equipment,furnishings and other anidcs of personal
property,and all proceeds of the sale or other disposition of such property(collectively,
the "Collateral")to secure the payment of all rent to be paid by Tenant pursuant to this
Lease.Such lien and security interest shall be in addition to any County's lien provided
by law.This Lease shall constitute a security Lease under the Uniform Commercial
Code (the "UCC')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 UCC. County may
also al any time file a copy of this Lease as a financing statement.County,as secured
party,shall be entitled to all rights and remedies afforded as secured party under the
UCC, which rights and remedies shall he in addition to County's liens and rights
provided by law or by the other terms and provisions of this Lease.
19. County's Default.In the event of any default by County,Tenant's exclusive remedy shall
he an action for damages,but prior to any such action Tenant will give County written notice
specifying such default with paniculanty,and County shall thereupon have twenty(20)days(or
such longer period as may be necessary in the circumstances) 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
construed as covenants, not conditions; and all such obligations will be binding upon County
only during the period of its ownership of the Building and not thereafter.
19.1 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 ser d 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 affechng al1 or any portion of the Building or the Center (collectively, "County
Parties"),this Lease shall be subject and subordinate at all times to such ground or master leases
(and such extensions and modifications thereof), and to the hen of such mortgages and deeds of
trust(and to any advances made thereunder and to all renewals,replacements, modifications and
extensions thereof) Notwithstanding the foregoing, County or its mortgagee may subordinate
or cause to be subordinated any or all ground or master leases or the lien of any or all mortgages
or deeds of trust to this lease. If any ground or master lease terminates for any reason or any
mortgage or deed of trust is foreclosed or a conveyance 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 of such successor Tenant hereby waives its nghts under any current or future law which
24
gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lase
and Tenants ohfigations under this Lease in the event of any such foreclosure proceeding or
sale. Tenant shall execute and deliver to County within ten (IO) days after receipt of written
demand by County and in the form regcired by County,any additional documents evidencing
the priority en subordination of this Lease with respect to any such ground or master lease or the
ben 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 document(s) other than corrections,
Tenant shall pay any fee required by the lender or other third puny. Should Tenant fail to sign
and return any such documents within such ten(10)day period.Tenant shall be in default under
this Lease without the applicability of notice or cure periods specified above.
21. Estoppel Certificate.
21.1 Tenant's()hligaht^til l With'vt ass-days follewinp('twntys written
request,Tenant shall exaate-arMAefiverte Canty . . .. ._ .- - •
-
ieader'setandard-ferm+;-eer ' •... . .. . . ... . ... -rte:
fAareeftheeLea:e �r.im
. '
._ : .11(ofce-ued-effeerfor:i`me•-.f.,,.,�„e4-b_• •`-:4 Leaae-isin fun
ing the d 'e anddnaHefe-efueiteli-roodikat.pn.)c(e)
then.are-not, tc T es
eF:rny{rnr+ion-of-the Center-and their assig.., :.,ay-rely upon any:ueli estoppel .
eeetifleater
21.2 Tenant's Failure to Deliver.Tenant's failure to deliver such estoppel certificate
within such time shall constitute a default under this Lease without the applicability of
notice or cure periods specified in Section 23.1 above and shall be conclusive upon
Tenant:(a)this Lease is in full force and effect without modification,except as County
may represent; (b)there are no uncured defaults in County's or Tenant's ptrlormance
(other than Tenant's failure to deliver the estoppel certificate); and(c)not more than
one(i l 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 participate, defend County, its subsidiary,parent,associated and/or affiliated
entities,successors,or assigns,its elected officials,trustees,employees,agents,
solunteers,and any jurisdiction or agency issuing pernms 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 fulllimeni of the terms of
this Lease or on account of any act,claim or amount arising or recovered under workers
25
compensation law or arising out of the failure of the Tenant to conform to any statutes,
ordinances,regulation,taw or court decree. It is agreed that the Tenant will he
responsible for primary loss investigation, defense and judgment costs where this
contract of indemnity applies. In connection with this Lease,the Tenant agrees to waive
all rights 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 are the result of the negligence of County or as
employees or agents,the Tenant further.Lull investigate,process, respond to.adjust,
provide defense for and defend,pay or settle all dams,demands,or lawsuits related
hereto at its sole expense and shall hear all other coals and expenses reined thereto,
even d the claim, demand or lawsuit is groundless,false or fraudulent.
22.3 Notwithstanding the foregoing subparagraphs of this paragraph 22,'1 enant's
duty to defend and indemnify shall tuise at the time a claim against the County is made,
or at the outset of lit.gation against the County.and shall not be delayed pending the
resolution oI the merits of the claim or suit or the liability of the parties thereto or the
liability of the pauses to this Lease. The extent and limitations of insurance coverage
required by this Ledce shall not be reduced or limited in any way by this paragraph 22
23. Modification
23.7 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(I0)
days after request therefor,execute an amendment to rhic 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 Tenant's rights under this Lease.
23.2 Cure Rights. If Tenant should fail to cure any default hereunder within
the nine herein permitted,or if a dangerous or emergency situation exists at any
time,County,without heing tinder any obligation to do so and without thereby
waiving such default,may make such payment and/or remedy such other default
fur the account of Tenant(and enter the Premises for such purpose),and
thereupon Tenant shall be obligated,and hereby agrees,to pay as Additional
Kent,all reasonable costs,expenses and disbursements (including reasonable
attorney's' 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 perforans all
covenants and provisions under this Lease(including payment of rent under this I rase),
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 to this Lease.in whole or in part,nor grant any license or concession
hereunder,without first obtaining the written 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 be
construed to be a transfer or 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 ether 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 of Pitkin County, Colorado.
272 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 pet-milky) 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 to any ndcr attached hereto shall be assignable to or exercisable by
anyone other than the original 1 enant 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) laminate 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', attomeys'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 trams,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 terns,
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 arc 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 L ease 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 wnting 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.
ng
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 rent payment stipulated in this Lease shall be deemed to be other
than on account of the rent, nor shall any endorsement or statement on any check or airy
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 right 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
presented from the performance of any act required by this Lease by reason of strikes.
lock-outs,labor troubles, inability to procure materials,failure of power.governmental
moratorium or other governmental action or inaction(including failure,refusal or delay
in issuing permits,approvals and/or authorizations), 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 be extended
for a period equivalent to the period 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 Penns of this lease.
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
discrimination 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,transferring,assignment,occupancy,tenure.use,
or enjoyment of the Premises,or any portion thereof.
27.18 Jury Trial.To the extent permitted by law,each patty horeby 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.CR S. 18-8-301 et seq.,(Bribery and Corrupt Influences)and
C.R S. 18-8401 et seq, (Abuse of Public Office), and that no violation of such
provision is present
2720 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 laundering,anti-terrorism,trade embargos and economic sanctions,now
or hereafter in effect, (b) to immediately notify County in wnting if any of the
representations, warranties or covenants set forth in this paragraph or the
preceding paragraph arc no longer tore or have been breached or if Tenant has a
reasonable basis to belioe 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 (d) at
County's request,to provide such information as County may request to determine
Tenant's compliance with the terms of this Lease
(2) -tenant 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 Lcasc to the contrary.Tenant shall not pemin 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
.
1 ' %
. • 1 \\ • l'r
' 1 %
A' \
,. R
\\ \ \ ‘ \
,., ; v
, ', t . 'I
\4. . \\`\
\,
, \ } ' �A 1 A , \ . .srit .:,, ,t \ fr,
V \
.t14.
•
4:'
� 6,:4 f tip.
ch /A \ /
111 � �
y
,``, 1
in
x4
‘\
t41 CSN `\ r
C--1%
O
.-r
/ / \ �a�d 13
ed- vim
\ \
\ \ ƒ
4! a < > } \
ut
} /
U
t IP 6
Ili
4pc'sGO Are
^
- I '
\ .
11111 .
- _ .
0, 70_
.-XtfISiT H
III-.
4) CLi
M Lel
)
044
" am
am CO
04 CO
9
C
at
,A A cr F�
1
104
p Q v S
-- --
t IV
* A4 ow„nit
11
EXHIBIT C
WORK LP,TTER 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 appmpriale 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 be stnetly 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; (b)
copies of all mechanics'lien releases or other lien releases relating to Tenant's Work,
notarized and unconditional,in such form as County shall hint 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 (c)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,(1) 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-
built plan for"Tenant's Work_
37
SAMPLE FORM OF NOTICE OF TERM DATES
To Mountain Family Health Center Date.
Re River Park Center Leese between Pitkin County("County"),and Mountain Family
Health Centers("Tenant"),concerning Suite#106("Premises")located at 123 Emma Road,
Basalt,CO 816.21.
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 Leese 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 I, 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 riuniher of Fluor 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
t. 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 Criteria
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 be entitled to use any portion of the roof of the Building.
3. Upon approval by the Town of Basalt, Tenant shall have the right or entitlement to the
display of Tenants name or logo on any Center sign, monument sign or pylon sign
4 All cleaning and janitorial services for the Premises shall be provided,at Tenants 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 riot 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 a6 doors which have been furnished to, or
otherwise procured by Tenant
6. Electric wires, telephones,burglar alarms or other similar apparatus shall not be installed
m 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 he subject to
County's approval. Any installation of telephones, telegraphs, electric wires or other
electric apparatus made without County's approval shall be 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 maintenance of office equipment_ subject to any express provisions or Tenant's Lease
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 Premises to be occupied or used in a
manner offensive or objectionable to County or other occupants of the Building by mason
of noise,odors or vibrations, nor shall Tenant bring into or keep in or about the Premises
any birds or animals
K. Tenant shall not use any method of heating or air-conditioning other than that supplied by
County_
9. Tenant shall dose and lock all doors of its Premises and entirely shut off all water faucets
or other water apparatus, unless others tse 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 befure Tenant and its
employees leave the 10. Premises. Tenant shall be responsible for any damage or injuries
sustained by other tenants or occupants of the Building or by County for noncompliance
with this rule.
10 The toilet looms,toilets,urinals,wash bowls,and other apparatus shall not be used for any
purpose other than that for which they were constructed and no foreign substances of any
kind shall be thrown therein.
II Tenant shall not install any tactic 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 right to exclude or expel from the Center any person who, in County's
Judgment,is intoxicated yr under the influence of liquor or dings 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 end refuse disposal shall be made in accordance
with directions issued from time to time by County
15 The Premises shall not be 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
lime to time by County, and Tenant also shall provide County with the name of a
designated responsible principal or employee to represent Tenant to all matters pertaining
to such fire or security regulations.Tenant shall cooperate fully with County in all matters
concerning fire and other emergency procedures.
IT Tenant assurues any and all responsibility for protecting its Premises from 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 Tenant's expense,such pest extermination contractor as County may
direct and at such intervals as County may require-
19. County may waive 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 be construed as a waiver
of such Rules and Regulations in favor of Tenant or any other such tenant, nor prevent
40
County from thereafter enforcing any such Rules end 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, Leases 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 needed 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 fur the obsenance of all of the foregoing rules by Tenant's
employees,agents,clients,customers,invitees or guests.
23 Tenant shall fully cooperate with County in any programs in which County may elect to
participate relating to the Buildings energy efficiency, environmental efficiency, and/or
safety,including, without limitation,the Leadership in Energy and Environmental Design
(LEED) program and related Green Building Rating System promoted by the U.S. Green
Building Council.
41
EXHIBIT F
PARKING 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 Center's parking areas. •
I. Every parker is required to park and lock his/her own vehicle. All responsibility for
damage to or loss of vehicles is assumed by the parker and County shall not be responsible
for any such damage ur loss by water,fire,defective brakes.the act or omissions 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 visnors only,or in any other parking areas that may be designated by County
from time to 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 four wheeled trucks.
4. No overnight or extended term storage of vehicles shall he permitted, a vehicle may be
parked overnight if and wily if the reason for such overnight parking is(a)the vehicle has
broken down and needs to he towed, or(h)the owner of the vehicle is an employee of a
tenant of the Center and is traveling overnight for business purposes.
5 Vehicles must he 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 ell parking areas shall be five (5) miles per hour.
Parking is prohibited' (a) in areas not striped for parking.(b) in aisles; (c)where "no
parking" signs are posted,(d)on ramps;(c)in cross-hatched areae;and(Q in reserved
spaces and in such other areas as may be designated by County.
8 Washing,waxing,cleaning or servicing of any vehicle in any area not 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(I)warning and
thereafter the vehicle shall be subject to removal, at such vehicle owners expense,except
a violation of rules 3 or 4 shall be subject to the immediate removal of the vehicle without
warning,at such vehicle owners expense
42
EXHIBIT G
SIGN CRITERIA
The following criteria shall 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,exhibited,inscribed,painted,
affixed or attached on any pan 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 Center. The quality of the design and fabncation 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 flat-mounted signs and limited window signs,each subject to
approval by the Town of Basals
ADDRESS
Tenant may install the space address above the entrance door using reverse cut vinyl numbers,
white in color, applied directly to the inside face of the glass. County in conjunction with the Fire
Marshall shall determine as exact location.
Tenant may install the space address and Tenant's name on the rear service door to the premises.
Address and name shall be white vinyl die cut letters three inches in height.
MAXIMUM COMBINED SIGNAGE
The total amount of sign area allowed(or 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,suckers,placards, insignias, trademarks, or decals applied to or located
on the storefront glazing 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;neon or gas filled signs
• Freestanding signs
• Temporary signs or banners
• Exposed raceways, ballast boxes, transformers,crossovers or conduit
41
• Stamps or decals of the sign manufacturer shall not be displayed on any visible portion
of the sign
• Odor or smoke producing signs GENERAL SIGN REQUIREMENTS
I. illmmnation and mounting equipment such us transformers,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 he concealed or decorative fasteners if exposed
2. Tenant is responsible for the integrity of the connection supports.
3. Sign and electrical permits must he obtained by the Tenant. All contractors must be
registered and licensed by the Town of Basalt.
4. Any damage caused in the building or Premises by sign installation shall.at County's
option, be repaired by the County and charged to the Tenant
5. Tenant shall 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
mstallatinn
6 Power for any sign is to be connected to junction boxes on the intenor side of the.
exterior facade walls.Tenant is to provide wiring 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 hand
8. All signs are to he installed with a minimum number of penetrations of the wall and
caulked or sealed so as to be watertight. Penetrations to be through joints and not through
masonry units.
44
IN WPI NESS WHEREOF,the Lessor and Lessee have duly executed this lease on the day and
year first above written.
enant:
1101pun a}}qqnn Family H*Ith Centers
rI /
Date
t. C
Title
County:
Bp�rd of County Com sstoners of Pekin County,Colorado
George Newma Batu a' b.
Chair
APPROVED AS TO FORM:
John M. t y- Date
f yttl to.Ccer y Attorney
A/ STATION: In
],,,,,,,_ 9117/01
7 to Jones Date
CI k to the Hoard
32