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HomeMy WebLinkAboutbocc.ord.036.2018 CONTRACT EMERGENCY ORDINANCE OF THE BOARD OF CO- o' 8COMMISSIONERS 2 OF PITKIN COUNTY, COLORADO a 8 S ti AN ORDINANCE OF PITKIN COUNTY, COLORADO, AUTHORIZING THE e2 "dsEXECUTION AND DELIVERY OF A SITE LEASE BETWEEN THE ire E u COUNTY, AS LESSOR, AND 113, N.A , AS LESSEE, WITH RESPECT TO Sgia_ CERTAIN REAL PROPERTY AND, IN CONNECTION THEREWITH, A -on LEASE PURCHASE AGREEMENT BETWEEN THE COUNTY, AS LESSEE, ore g AND ZB, N.A., AS LESSOR, WITH RESPECT TO THE USE OF SUCH REAL • 4 o PROPERTY BY THE COUNTY FOR GOVERNMENTAL OR PROPRIETARY s2 tri>: PURPOSES. AUTHORIZING OFFICIAI S OF THE COUNTY TO TAKE ALL =lc$ 8 ACTION NECESSARY TO CARRY OUT THE TRANSACTIONS ▪ woan CONTEMPLATED HEREBY; PROVIDING OTHER DETAILS IN man CONNECTION THEREWITH; DECLARING AN EMERGENCY; AND PROVIDING THE. EFFECTIVE DATE OF THIS ORDINANCE. ORDINANCE NO. Q3L_-2018 RECITALS: Pitkin County. Colorado (the "County '), is a home rule county and political subdivision of the State of Colorado (the "State"), duly organized and validly existing under the Constitution and lows of the State. particularly Title 30. Article 35, Co'orado Revised Statutes, as amended, and the Pitkin County Hoinc Rule Charter, adopted Manch 21, 1978. as amended (the "Cha ter") 2 The Board of County Commissioners of the County (the "Board") is authorized, pursuant to the Charter and Sections 30-35-202(1 )re) and 30-II-101(1)(c), Colorado Revised Staunes, as amended. to lease real and personal property owned by the Count} when deemed by the Board of County Commissioners (the -'Board") to he in the best interests of the County and its inhabitants. 3 The County is aurhonied by the Charter and Section 30 I1-104.1, Colorado Rol,ised Statutes, as amended to enter into lease purchase agreements to provide for the financing of County buildings and equipment used, or to he used, for gosernmental purposes 4 The Board desires to finance the construction, improvement and equipment of a new ambulance facility adjacent to Aspen Valley Hospital Ithe -'Project"i. and 5 In order to finance the costs of the Project. the Board desires to demise to ZB, N.A f'ZB"1, pursuant to that certain Site Lease to he dated ns date of execution and deliver} (the `Site Lease"I hetween the County,as lessor, and ZB, as lessee, a leasehold interest in certain County property that includes approximately 5.8 acres of land and the Public Works facilities campus situated thereon (as further defined in the herein-defined Lease, the "Leased Property") for a lump-sum payment of not more than S6,500,0X) and sublease the Leased Property hack from ZB pursuant to that certain Lease Purchase 1%12-C10 9,41O 3 Agreement dated as of the date of the Site Lease (the "Lease") between ZB. as sublessor. and the County,as sublessee 6. The Lease shall expire on December 31 of any County fiscal year (a "Fiscal Year") if the County has, on such date, failed, for any reason, to appropriate sufficient amounts authorized and directed to he used to pay all Base Rentals (as defined in the Lease) scheduled to be paid and all Additional Rentals (as defined in the Lease) estimated to he payable in the next ensuing Fiscal Year. and in certain other circumstances set forth in the Lease, and shall not constitute a mandatory charge or requirement agamst the County in any ensuing budget year unless the County decides to renew the Lease by appropriating the necessary such amounts. 7. By entering into the Site Lease and the Lease with respect to the Leased Property, the County can have the use, on a current basis, of the Leased Property while paying installments of rent not exceeding the fair rental value of the Leased Property. K. In order to implement the transactions desciibed above, the Board desires to- (a) authorize and approve the execution and delivery by the County of, and the performance by the County of its obligations under, the Site Lease, the Lease and certain other documents; and (b) authorize, approve, ratify, make findings and take other actions with respect to the foregoing and related matters. Pursuant to Section 30-35-301, Colorado Revised Statutes, as amended, the board of county commissioners of home rude counties is authorized to make and publish ordmances for cartying into effect or discharging the powers and duties conferred upon such counties by law and as seems necessary. 10. The Board has determined that, due to the circumstances set forth in this Ordinance, an emergency exists requiring that this Ordinance he adopted as an emergency ordinance pursuant to Section 2 8 2 of the Charter NOW, THEREFORE. BE IT ORDAINED, by the Board of County Commissioners of Pitkin County, Colorado that Section I. The Board hereby approves the following documents, copies of which have been made available to the Board, authorizes the Chair of the Board and any other Commissioner, the County Clerk and Recorder or Deputy County Clerk, the County Treasurer, and all other appropriate officers and employees of the County to execute and deliver. and to affix the seal of the County to, such documents in the respective forms made available to the Board. with such changes therein, not inconsistent herewith. as are approved by the persons executing the same (whose signature thereon shall constitute conclusive evidence of such approval), and authorizes and directs the performance by the County of its obligations under such documents in the forst in which they are executed and delivered: (a) the Site Lease (the "Site Lease"), between the County. as lessor, and ZB, as lessee, provided that (i) the term thereof shall not extend more than 5 years beyond the Scheduled Lease Term (as defined in the Lease) of the Lease, and (ii) the rent payable by ZB to the County under Sectton 5 of the Site Lease shall not exceed 56,500,000, and i J1-12-Sf11-55-99tel (hi the Lease (the "Lease"), between ZB, as lessor, and the County, as lessee, provided that p) the Base Rentals that are payable by the County pursuant to the Lease shall not exceed $500.000 per Fiscal Year, and (u) the Scheduled Lease Term (as defined in the Lease) shall not extend beyond December 31. 2038 Section 2. The Board hereby adopts, as if set forth in full herein, all the representations, covenants, agreements, findings, determinations and statements of or by the County set forth in the documents described in Section I hereof. Section 3. The officers, employees and agents of the County are authorized and directed to take all action necessary or appropriate to carry out the provisions of this Ordinance and the documents referred to herein and to carry out the transactions described herein or in such documents, including, without limitation, the execution and delrery of such certificates as may reasonably he required by ZB relating to. among other matters, the tenure and identity of the officials of the County and the Board, the absence of litigation, pending or threatened, and the expectations and covenants of the County relating to the exclusion from gloss income fon federal and State income tax purposes of the portion of Base Rentals which is designated in the Lease and paid as interest Section 4. No prosision of this Ordinance or any of the documents or instruments described herein shall be construed or interpreted (a) to directly or indirectly obligate the County to make any payment in any Fiscal Year in excess of amounts appropriated by the County for Base Rentals and Additional Rentals for such Fiscal Year; (h) as creating a debt or multiple fiscal year direct or indirect debt or other financial obligation whatsoever of the County within the meaning of Article XL Section 6 or Article X. Section 20 of the Colorado Constitution or any other constitutional or statutory limitation or pros nsron; (c) as a delegation of governmental powers by the County. (d) as a loan or pledge of the credit or larth of the County or as creating any responsibility by the County for any debt or liability of any person, company or corporation within the meaning of Article XI, Section I of the Colorado Constitution, or (el as a donation o: grant by the County to, 01 in aid of, any person, company or corporation within the meaning of Article XI, Section 2 of the Colorado Constitution. The tern of the Lease shall not extend heyond the Lease Term (as defined in the Lease), and the County shall hake no obligation to make any payment beyond the current Fiscal Year in accordance with the pro uurns of the Lease Section 5. The County hereby declares its cuuent need for the Leased Property. It is hereby declared to he the present intention and expectation of the Board that the Lease will he renewed annually until all of the Leased Property is acquired by the County pursuant to the Lease, but this declaration shall not he construed as contractually obligating or otherwise binding the Counry. Section 6. The Board hereby determines and declares that the current fair market y slue of the fee simple ownership of the Leased Property and improvements is not less than $6.500,000 Section 7. The Board hereby determines and declares that the lump sum of up to 56,500,000 to be received from ZB for the execution and delrety of the Site Lease does not - ; - 4i42-sane 44111 3 exceed the fair value of a 25-year Site Lease of the Leased Property, taking into account the County's rights. including its options to purchase the interest of ZB under the Site lease and the Leacat Section 8. The Board hereby determines and declares that the Base Rentals due under the Lease, so long as the) are within the limits provided to this Ordinance, will represent the fair value of the use of the Leased Property during the Lease Term and that the Purchase Option Price las defined in the Lease)will represent. as of any date upon which the County may exercise its option to purchase ZB's interest in such Leased Property, the fair purchase price thereof. The Board further hereby determines and declares that the Base Rentals due under the Lease will not exceed a reasonable amount so as to place the County under an economic or practical compulsion to renew the Lease or to exercise its option to purchase the Leased Property pursuant to the Lease. In making such determinations, the Board has given consideration to the mugaeness of the Leased Property.the cost of acquiring title to the Leased Property. the uses and purposes for which the Leased Property will he employed by the County. the benefits to the citizens of the County by reason of the acquisition of the Leased Property and the use of the Leased Property pursuant to the terms and provisions of the Sae Lease and the Lease,the County's option to purchase LB's interest in the Leased Property, the County's right to cause the ternunauon of the Lease by declining to appropriate funds, the County's We ownership of the Leased Property, subject to the Site Lease, and the expected eventual receipt, by the County, of possession of the Leased Property (oltou mg terminal ton of the Site Lease The Board hereby determines and declares that the ecqunition ol the leased Property and the leasing of the Leased Property pursuant IO the Lease wilt Jesuit in rankles of comparable quality and meeting the same requirements and standards as would be necessary if the acquisition of the Leased Property were performed by the County other than pursuant to the Lease. The Board hereby determines and declares 'Mit. after execution and defisety of the Lcasc, the maximum duration of the Lease, or the portion thereof allocable to any item of Leased Property separately identified in the Lease, will not exceed the weighted average useful life of such item or hems of Leased Property. Section 9. The Board hereby designates the Lease as a "qualified lax exempt obligation for purposes of Section 2b5(b) of the Internal Reterue Code of 1986, as amended. Section 10. Ali art ions previously token by the Board and the officers, employees and agents of the County directed toward the transactions described herein or to the documents referred to herein are hereby ratified. apposed and confirmed Section Il. AU prior acts, ordinances, orders or resolutions, or parts thereof, of the ('ounty in conflict with this Ordinance arc hereby repealed, except that this repealer shall not he construed to revive an act, ordinance,order or resolution,or part thereof. heretofore repealed. Section 12, If any section, paragraph. clause or provision of this Ordinance or any of the documents referred to herein (other than provisions as to the payment of Base Rentals and Additional Rentals by the County during the Lease, including the requirement that the obligations of the County to pay Base Rentals and Additional Rentals under the Lease are ' d - conditioned upon the print appromiation by the County of amounts for such purposes in accordance with the requirements of state law of the State. provisions for the quiet enjoyment of the Leased Property by the County during the Lease Term and provisions for the transfer of the Leased Properly to the County or its designee) shall for any reason he held to he invalid or unenforceable, the invalidity of unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining sections, paragraphs, clauses or provisions of this Ordinance Section 13. The Board hereby declares that, because there is currently an opportunity for the completion of the transactions authorized herein in a favorable Interest rate market, an emergency exists. The Board herby further declares that, due to such emergency,this Ordinance is necessary to the immediate preservation of the public peace, welfare, health and safety of the residents of the County and is being adopted as an emergency ordinance pursuant to Section 2.8.2 of the Charter. Section 14. In accordance with Section 2 8.2 of the Chatter, this Ordinance shall take effect immediately upon its adoption [remainder of page intentionally left blank] - 5 - 4S4' ili68 Y'+ot 1 INTRODUCED, READ AND ADOPTED AS AN EMERGENCY ORDINANCE ON THE 22nd DAY OF AUGUST, 2018 AND SET FOR CONFIRMATORY PUBLIC HEARING ON THE 4TH DAY OF SEPTEMBER,2018. NOTICE OF CONFIRMATORY PUBLIC HEARING AND TITLE AND SHORT SUMMARY OF THE EMERGENCY ORDINANCE PUBLISHED IN THE ASPEN TIMES WEEKLY ON THE 1-.3 DAY OF A-t✓5os+ 2018. NOTICE OF CONFIRMATORY PUBLIC HEARING AND THE FULL TEXT OF THE ORDINANCE POSTED ON THE OFFICI4L PITKIN COUNTY WEBSITE k ww.mtktncounlv.curn ON THE )-3—a DAY OF /-kLeif 2018 ti CONFIRMED AT A PUBLIC HEARING ON THE 't DAY OF&le itt 2018 PUBLISHED BY TITLE AND SHORT SUMMARY, AFTER CONFIRMATORY PUBLIC - RING, IN THE ASPEN TIMES WEEKLY ON THE /F.""-- DAY OF �' 2018 POSTED BY TITLE AND SHORT SUMMARY ON THE FFICIAL PITKIN COUNTY WEBSITE a st«.pitkmcuuntp.com ON THE /0 DAY OF 2018. ATT T. BOARD OF COUNTY COMMISSIONERS By: 1411 . �`'i%n _,/aw. Jean" to Jones Pain Clapper, Chair' Dep' ty County Clerk Date. 08 -38-1 3 APPROVED AS TO FORMS MANAGER APPROVAI - lohnP�4y umyrAtiorney Ion Pea k.County Manager - 6 - 4842.SI ,S.O%1i LEASE PURCHASE AGREEMENT between ZB,N.A., as Lessor, and PITKIN COUNTY,COLORADO, as lessee Dated September 6.2018 4A52 0041-54725 Section 8.02. Modification of the Leased Property, Installation of Furnishings and Machinery of the County 15 Section 8.03. Reserved 15 Section 8.04. Taxes,Other Governmental Charges and Utility Charges 15 Section 8 05. Provisions Regarding Liability, Property and Worker's Compensation Insurance . .. ....... . .... .. 16 Section 8.06. Indemnification 17 Section 8.07. Granting of Easements ...... .. ... . 17 ARTICLE IX DAMAGE.DESTRUCTION AND CONDEMNATION; USE OF NET PROCEEDS Section 9.01. Damage,Destruction and Condemnation 17 Section 9.02 Obligation of the County to Repair and Replace the Leased Property 18 Section 9.03. Insufficiency of Net Proceeds.. . ..... 18 Section 9.04. Cooperation of ZB ....... . ... .. .... ... . .. ... ._. .. . .. 19 Section 9 05 Condemnation by the County 19 ARTICLE X DISCLAIMER OF WARRANTIES;OTHER COVENANTS Section 10 01. Disclaimer of Warranties .. .............. ......... 19 Section 10.02. Further Assurances and Corrective Instruments... 19 Section 10.03 Compliance With Requirements . . .. ...... ......20 Section 10.04. Tax Covenant of County 20 Section 10.05. Reserved............... ..... .... 20 Section 10.06. Immunity 20 Section 10.07. Access to Leased Property . .... ...... .._ .. . 20 Section 10 08 Audited Financial Statements 21 Section 10 09 Environmental Covenant .... .... 21 ARTICLE XI PURCHASE AND CONVEYANCE OF THE LEASED PROPERTY; RELEASE OF LEASED PROPERTY Section I1 01 Purchase Option . ... .... 22 Section 11.02. Conveyance or Release of the Leased Property 22 Section 11.03. Manner of Release .. ... ... ... ... ..,23 ARTICLE XII ASSIGNMENT, SUBLEASING AND USE BY COUNTY Section 12.01 Assignment and Subleasing of the Lease... ....... .. ..... ............... . 23 ARTICLE XIII EVENTS OF DEFAULT AND REMEDIES Section 13.01. Events of Default Defined . .._.. . . .... . . .. ... .... .. . 24 Section 13.02. Remedies on Default .... . .. . ._ ... .. .. ................ . 24 Section 13.03. Limitations on Remedies .. ... . ............................... ... ...... . ... 25 ii 485?-0993-54)2] LEASE PURCHASE AGREEMENT THIS LEASE PURCHASE AGREEMENT dated as of September 6, 2018 (this "Lease"), between ZR, N.A., a corporation organized under the laws of the state of Utah (together with its successors and assigns, "ZR"), as lessor, and PITKIN COUNTY, COLORADO (the "County"), a body corporate and politic of the State of Colorado duly organized and existing under the laws of the State of Colorado (the `State"), as lessee; WITNESSETH: WHEREAS, the County is a duly and regularly created, organized and existing body corporate and politic of the State, existing as such under the Constitution and statutes of the State, and WHEREAS, the County is authorized by Sections 30-11-101(1)(c) and 30-35-202(1)(c), Colorado Revised Statutes, as amended, and Section 8.7 of the Pitkin County Home Rule Charter, to purchase and hold real and personal property and to lease the same either as lessee or lessor;and WHEREAS, the County is authorized by Section 30-11-104.1, Colorado Revised Statutes, as amended, to provide for financing, among other things, county buildings or equipment for any governmental purpose through one or more lease purchase agreements; and WHEREAS, the Board desires to finance the construction, improvement and equipment of a new ambulance facility adjacent to Aspen Valley Hospital(the'Project");and WHEREAS, the County is the owner of the fee simple interest in the real property, fixtures, permanent improvements and structures described in Exhibit A to this Lease (the "Leased Property'); and WHEREAS, in order to finance the costs of the Project, the Board desires to demise to ZB, pursuant to that certain Site Lease dated as of the date of this Lease (the "Site Lease") between the County, as lessor,and ZB, as lessee, a leasehold interest in the Leased Property for a lump-sum payment of $6,500,000 00 (the "Rental Payment") and sublease the Leased Property back from ZR pursuant to this Lease; and WHEREAS, all of the Rental Payment is expected to be applied to finance the Project plus costs related to executing the Lease Purchase Agreement; and WHEREAS, the obligation of the County to pay Base Rentals and Additional Rentals (both as hereinafter defined) hereunder shall be from year to year only; shall constitute currently budgeted expenditures of the County; shall not constitute a mandatory charge or requirement in any ensuing Fiscal Year (defined herein); and shall not constitute a general obligation or a multiple-fiscal year direct or indirect debt or other financial obligation whatsoever of the County within the meaning of any constitutional or statutory limitation or requirement concerning the creation of indebtedness, nor a mandatory payment obligation of the County in any ensuing Fiscal Year beyond any Fiscal Year during which this Lease shall be in effect;and 4852-0993-5472223 "Code" means the Internal Revenue Code of 1986, as amended, and all regulations and rulings promulgated thereunder. "Counsel' means an attorney at law or law firm (who may be counsel for ZB or the County) who is satisfactory to both the County and ZR "County"means Pitkin County, Colorado. "Environmental Regulations"is defined in Section 2.01(1). "Event of Default" means one or more events of default as defined in Section 13.01 of this Lease. "Event of Nonappropriation" means a termination of this Lease b) the County, determined by the County's failure for any reason, to duly enact by the last day of each Fiscal Year an appropriation resolution for the ensuing Fiscal Year which includes (a) by specific line item reference amounts authorized and directed to be used to pay all Base Rentals and (b)sufficient amounts to pay such Additional Rentals as are estimated to become due, as provided in Section 6.06 of this Lease. The term also includes the giving of notice under Section 4.01 of this Lease of the County's intention to terminate and the occurrence of an event described in Section 6.06 of this Lease relating to the failure by the County to appropriate amounts due as Additional Rentals in excess of the amounts estimated to become due An Event of Nonappropriation may also occur under certain circumstances described in Section 9.03(c) of this Lease. "Federal Securities"means non-callable hilts, certificates of indebtedness, notes or bonds which are direct obligations of. or the principal of and interest on which are unconditionally guaranteed by,the United States of America. "Fiscal Year"means the fiscal or budget year of the Counts "Force Majeure" means, without limitation,the following: acts of God; strikes, lockouts or other industrial disturbances; acts of public enemies; orders or restraints of any kind of the government of the United States of America or of the State et any of their departments, agencies or officials or any civil or military authority, insurrection; riots, landslides, earthquakes; fres, storms; droughts, floods; explosions; breakage or accidents to machinery, transmission pipes or canals; or any other cause or event not within the control of the County. "Hazardous Substances" is defined in Section 2.01(0 "Index Rate" means a rate per annum which equals the Regular Foe Year Fixed-Rate Advance as quoted by the Federal Home Loan Bank of Des Moines or its legal successors and assigns (the "Federal Home Loan Bank of Des Moines") as available on their intemet site (currently ww-w.fhlbdm.com/advance-rates/) or such other information distribution method the Federal Home Loan Bank of Des Moines should utilize, or if the Federal Home Loan Bank of Des Moines should not make Regular Five Year Fixed-Rate Advance quotes at some time in the future then the Index Rate shall be a rate which equals the five year USD Swap Curve Rate plus 07% (seven basis points) as quoted on Bloomberg Provided however, regardless of the rate per 3 4852-0993-54;3 3 Price shall be the amount necessary to pay the Principal Component of all remaining Base Rental payments through November 1, 2038 as set forth in Exhibit B hereto, plus accrued interest since the last interest payment date. "Renewal Term"means any optional renewal of the Lease Term for the next Fiscal Year by the County,as provided in Article IV of this Lease. "Rental Adjustment Date" means November I, 2023, November 1, 2028, and November 1, 2033. "Revenues"means (a)all amounts payable by or on behalf of the County with respect to the Leased Property pursuant to this Lease including, but not limited to, all Base Rentals, Purchase Option Price and Net Proceeds, but not including Additional Rentals; and (b) all other revenues derived from this Lease,excluding Additional Rentals. "Sanctions" economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State. "Sanctioned Country"means, at any time, a country or territory which is itself the subject or target of any Sanctions(at the time of this Lease, Cuba, Iran, North Korea, Sudan and Syria). "Sanctioned Person" means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, 1b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or(b). 'Site Lease` means the Site Lease dated of even date herewith, whereby the County demises to ZB a leasehold interest in real property upon which the Leased Property is located and the fixtures, permanent improvements and structures located or to be located thereon. "Tax Compliance Certificate"means the certificate delisered by the County as of the date of execution and delivery of this Lease, containing statements as to facts and expectations which are material for purposes of the excludability of the interest component of Base Rentals from gross income under the Code. ARTICLE II REPRESENTATIONS, COVENANTS AND WARRANTIES Section 2.01. Representations, Covenants and Warranties of the County. The County represents, covenants and warrants as follows: (a) The County is a body corporate and politic of the State, duly organized and existing under the laws of the State. The County is authorized to enter into the transactions contemplated by the Site Lease and this Lease and to carry out its obligations 5 4852-09934472 governmental entity or agency which in any way relates to Hazardous Substances; (v)no person, party or private or governmental agency or entity has given any notice of or asserted any claim. cause of action, penalty, cost or demand for payment or compensation, whether or not involving any injury or threatened injury to human health, the environment or natural resources, resulting or allegedly resulting from any activity or event described in (i) above; (vi) there arc not now any actions, suits, proceedings or damage settlements relating in any way to Hazardous Substances, in,upon, under,over or from the Leased Property; (vii)the Leased Property is not listed in the United States Environmental Protection Agency's National Priorities List of Hazardous Waste Sites or any other list of I lazardous Substance sites maintained by any federal. state or local governmental agency; and (viii)the Leased Property is not subject to any lien or claim for lien or threat of a lien in favor of any governmental entity or agency as a result of any release or threatened release of any Hazardous Substance. (g) The County has experienced no material adverse change in its financial condition since December 31, 2017. (h) The County has never failed to appropriate or defaulted in any material respect under any of its payment or performance obligations or covenants, either under any municipal lease of the same general nature as this Lease, or under any of its bonds, notes or other obligations of indebtedness for which its revenues or general credit are pledged. (i) The County has implemented and maintains in effect policies and procedures designed to ensure compliance by the County and its directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the County and its officers and employees and, to the knowledge of the County, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of(a) the County or to the knowledge of the County, any of its directors, officers or employees, or (b) to the knowledge of the County, any agent of the County that will act in any capacity in connection with or benefit from the Site Lease or this Lease, is a Sanctioned Person Neither the Site Lease. the Lease, any borrowing hereunder. the use of proceeds or other transaction contemplated by the Site Lease or this Lease will violate any Anti-Conniption Law or applicable Sanctions. (p The County will maintain in effect and enforce policies and procedures designed to ensure compliance by the County and its directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions. (k) The County shall not use, and shall procure that its directors, officers, employees and agents shall not use, the proceeds of the Site Lease or the Lease, the Project or the Leased Property (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of finding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto. Notwithstanding any provisions to contrary 7 4852-0997-5472 3 Property, (ii)the County has leased the Leased Property to ZB under the Site Lease,and(iii)this Lease constitutes a sublease of the Leased Properly from ZB to the County. ARTICLE IV LEASE TERM Section 4.01, Duration of Lease Term; County's Annual Right To Renew Lease. The Lease Term shall commence as of the date hereof and continue through the last day of the current Fiscal Year of the County. Subject to the provisions of Section 4.02 hereof, the Lease Tenn may be renewed at the end of the Original Term and at the end of each renewal term thereafter for a tenn of twelve months coinciding with the next succeeding Fiscal Year of the County; provided, however, that the Lease Term may be continued, solely at the option of the County, for no more than twenty (20) additional terms. the County shall have the right to annually renew the Lease 'term unless (a)the County gives written notice to ZR not less than 30 days prior to the end of the Original Term or the then current Renewal Term of the County's intention not to renew this Lease at the end of the Original Term or the then current Renew-al Term,or (b)an Event of Nonappropriation shall have occurred with respect to a Renewal Term occurring after the Original 'l enn or any then current Renewal Term. The terms and conditions during any Renewal Term shall be the same as the terms and conditions during the Original Term, except for the amount of Base Rentals and Additional Rentals to be paid during such Renewal Tenn. The Lease Tern, including the Original 'Term and all Renewal Terms, does not exceed the weighted average useful life of the Leased Property or the Project. Except as otherwise provided in Section 4.02 hereof the exorcise of the County's annual option to renew this Lease shall be conclusively determined by whether or not the Board has, on or before the last day of each Fiscal Year, duly enacted an appropriation resolution for the ensuing Fiscal Year which includes (a)sufficient amounts (based upon the County's relevant budget document as it then exists) authorized and directed to he used to pay all the Base Rentals and (b) sufficient amounts (based upon such budget document)to pay such Additional Rentals ac are estimated to become due, all as further provided in Section 6.02 of this Lease. The officer of the County at any time charged with the responsibility of formulating budget proposals is hereby directed to include in the annual budget proposals submitted to the Board, items for all payments required under this Lease for the ensuing Fiscal Year, until such (line (if any) as the Board has determined not to renew this Lease;it being the intention of the Board that any decision to renew or not to renew this Lease shall be made solely by the Board and not by any other official of the County. Said officer shall also include in said budget proposal the total amount to be expended by the County during the ensuing Fiscal Year for payment obligations under all lease-purchase agreements involving real property,including this Lease; and the total amount to be expended by the County during the ensuing Fiscal Year for payment obligations under all lease-purchase agreements other than those involving real property. 1 he County shall, in any event, promptly furnish ZB with copies of its appropriation resolution within seven days after passage and its final annual budget within seven days after the final budget is adopted, If such appropriation measure is not adopted, the County shall notify ZB in writing within thirty (30) days, and as otherwise provided in Section 6.06 hereof. 9 48U-099].44723 County. The County's obligations to pay Base Rentals, Additional Rentals or any other payments provided for under this Lease during the Original Term and all of the Renewal Terms, if any, shall be subject to the County's annual right to renew this Lease (as further provided in Article IV and Sections 6.02 and 6.06 hereof), and shall not constitute a mandatory charge, requirement or liability in any ensuing Fiscal Year beyond the then current Fiscal Year. No provision of this Lease shall be construed or interpreted as a delegation of governmental powers or as creating indebtedness or a multiple-fiscal year direct or indirect debt or other financial obligation whatsoever of the County within the meaning of any constitutional or statutory debt limitation, including without limitation, Article XI, Sections 1, 2 and 6, and Article X, Section 20, of the Colorado Constitution. This Lease shall not directly or indirectly obligate the County to make any payments of Base Rentals or Additional Rental or any other amounts provided for under this Lease beyond the funds legally available to the County and budgeted and appropriated for its then current Fiscal Year. The County shall be under no obligation whatsoever to exercise its option to purchase ZB's interest in the Leased Property No provision of this Lease shall be constmcd to pledge or to create a lien on any class or source of County moneys, nor shall any provision of this Lease restrict the future issuance of any bonds or obligations of the County payable from any class or source of moneys of the County_ Section 6.02. Base Rentals and Additional Rentals. (a) The County shall pay all Base Rentals directly to ZB during the Original Term and all Renewal 'terms, on the Base Rental Payment Dates and in the "Total Base Rentals" amounts set forth in Exhibit B, attached hereto and made a part hereof, as it may be amended from time to time hereunder. (b) The County may, at any time pay the then applicable Purchase Option Price related to the Leased Property for the purpose of terminating this Lease and the Site Lease and purchasing ZB's leasehold interest in the Leased Property, as further provided in Article XI of this Lcase. The County shall give ZB written notice of its intention to exercise its option not less than 30 days in advance of the date of exercise and shall deposit with ZB or ZB's written designee, on or prior to a Base Rental Payment Date an amount equal to the Purchase Option Price. (c) The County shall hasc Use option to prepay a portion of the principal component of Base Rentals vthich, in the sole dtacretion of the County, results in continued fair rental ‘slue for the Leased Property. If such prepayment is made in an amount greater than $1,000,000, the remaining outstanding principal balance of the Base Rentals shall be reanrortized over the remaining Renewal Terms and the Base Rentals Schedule attached hereto as Appendix B shall be amended accordingly. If such prepayment is made in an amount less than $1,000,000, such prepayment shall be applied first to the principal amount to come due on the last Base Rental Payment Date and proceeding in reverse chronological order. Regular payments of Base Rentals shall continue as provided in the Base Rentals Schedule attached hereto as Appendix B, as amended from time to time, until the remaining Lease Balance is paid in full. (d) The County shalt pay Additional Rentals during the Original Term and all Renewal Terms, if any, as herein provided. All Additional Rentals shall be paid by the I 4M-093-54721 that the Base Rentals do not exceed a reasonable amount so as to place the County under an economic compulsion to renew this Lease. In making such determinations, the County has given consideration to the estimated current value of the Leased Property, the uses and purposes for which the Leased Property will be employed, the benefit to the citizens and inhabitants of the County, and the use and occupancy of the Leased Property pursuant to the terms and provisions of this Lease and the Site Lease. Section 6.06, Nonappropriation. In the event that the Board shall not specifically budget and appropriate, on or before the last day of each Fiscal Year, moneys to pay all Base Rentals and the reasonably estimated Additional Rentals coming due for the next ensuing Fiscal Year as provided in Section 4.01 hereof and this Article, an Event of Nonappropriation shall be deemed to have occurred,subject,however,to each of the following pros inions: (a) ZB shall declare an Event of Nonappropriation on any earlier date on which ZB receives specific written notice from the County that this Lease will be terminated. it)) ZB shall waive any Event of Nonappropriation which is cured by the County by the tenth Business Day of the Fiscal Year in respect of which the Event of Nonappropriation has occurred. (c) ZB shall waive any Event of Nonappropriation which is cured by the County, within ten days of the giving of notice by ZB as provided in (a) above, by inclusion in a duly enacted appropriation resolution, 0)by specific line item, amounts authorized and directed to be used to pay all Base Rentals and (ii) sufficient amounts to pay reasonably estimated Additional Rentals coming due for such Fiscal Year. In the event that during any Fiscal Year, any Additional Rentals shall become due which were not included in a duly enacted appropriation resolution then, in the event that moneys are not specifically budgeted and appropriated to pay such Additional Rentals within 45 days subsequent to the date upon which such Additional Rentals are due, an Event of Nonappropriation shall be deemed to have occurred (subject to waiver by ZB as hereinbefore provided). Notwithstanding any provision to the contrary herein, if an Event of Nonappropriation occurs, the County's rights to occupy and possess the Leased Property under this Lease shall terminate at the end of the last day of the Fiscal Year for which this Lease shall be in effect,and the County shall be obligated to make payments of Base Rentals and Additional Rentals during such Fiscal Year for which an appropriation has been made, but shall not be obligated to make payment of the Base Rentals, Additional Rentals or any other payments provided for herein which accrue after the end of the last da) of the Fiscal Year for which this Lease shall be in effect: provided, however, that, subject to the limitations of Sections 6.01 and 13.03 hereof, the County shall continue to be liable for holdover rent equal to the Base Rentals and Additional Rentals allocable to any period during which the County shall continue to occupy, use or retain possession of the Leased Property, beginning with the first day of the Fiscal Year in respect of which the Event of Nonappropriation occurs. The County shall in all events vacate or surrender 13 4852414/Q3-54723 ARTICLE VIII MAINTENANCE; TAXES; INSURANCE AND OTHER CHARGES Section 8.01. Maintenance of the Leased Property by the County. The County agrees that at all times during the Lease Term the County will maintain, present and keep all portions of the Leased Property or cause the Leased Property to be maintained, preserved and kept, in good order and condition, and that the County will from time to time make or cause to be made all necessary and proper repairs, except as otherwise provided in Section 9.03 of this Lease. ZB shall not have any responsibility for such maintenance or repairs or for the making of any additions, modifications or replacements to the Leased Property so long as this Lease is in full force and effect. Section 8.02. Modification of the Leased Property, Installation of Furnishings and Machinery of the County. The County shall have the privilege of making substitutions, additions, modifications and improvements to any portion of the Leased Property, at its own cost and expense; and the same shall be included under the terms of this Lease and the Site Lease and shall become part of the Leased Property; provided, however, that such substitutions, additions, modifications and improvements shall not in any way damage the Leased Property or cause the Leased Property to he used for purposes other than lawful governmental or proprietary functions of the County (except to the extent of subleasing permitted under Section 1201 hereof); and provided that the Leased Property, as improved or altered, upon completion of such substitutions, additions, modifications and improvements, shall be of a value not less than the value of the Leased Property immediately prior to making such substitutions, additions, modifications and improvements. The County shall provide written notice to ZB of any material additions, modifications or improvements that are made to any portion of the Leased Property. The County may also, from time to time in its sole discretion and at its own expense, install machinery, equipment, and other tangible personal property in or on any Leased Property. All such machinery, equipment, and other tangible personal property shall remain the sole property of the County in which ZB shall have not any interest;provided, however, that any such machmcry, equipment, and other tangible personal property which becomes permanently affixed to any Leased Property shall be included in the Leased Property pursuant to the Me Lease and this Lem, In the event LB shall reasonably detclmine that the Leased Property would he materially damaged or impaired by the removal of such machinery. equipment, or other tangible personal property. The County shall not make any substitutions of real property constituting all nr any portion of the Leased Property without the prior written consent of ZB. The County and ZB acknowledge that any maintenance, repairs or replacement of fixtures does not constitute substitution of Leased Property under this Lease. Section 8.03. Reserved. Section 8.04. Taxes, Other Governmental Charges and Utility Charges. In the event that the Leased Property or any portion thereof shall, for any reason, be deemed subject to taxation, assessments or charges lawfully made by any governmental body, the County shall pay 15 48.52-099.3-5472J County provides an annual certification to ZB that the reserves therein are adequate as determined by, in the case of casualty, property, public liability and workers' compensation insurance,the County's risk manager or Insurance Consultant. The County shall provide a certificate of insurance for all insurance policies required under this Section 8.05 or certificates of insurance with appropriate endorsements attached, evidencing that ZB has been named as loss payee and/or additional insured and that the sixty-day notice of cancellation provision is in effect. Such evidence of insurance shall be satisfactory to ZB. Section 8.06. Indemnification. To the extent permitted by applicable law, the County hereby agrees to indemnify and hold harmless 213, its directors, officers, shareholders, employees, agents, and successors from and against any loss, claim, damage, expense, and liability resulting from or attributable to the acquisition, construction, or use of the Leased Property. Notwithstanding the foregoing. ZB shall not he indemnified for any liability to the extent it results from its own gross negligence or willful misconduct. Section 8.07. Granting of Easements. As long as no Event of Nonappropriation or Event of Default shall have happened and be continuing, ZR shall at any time or times, but only' upon the written request and at the expense of the County, grant or join in the granting of easements, licenses, rights-of-way(including the dedication of public highways) and other rights or privileges in the nature of easements with respect to any property or rights included in this Lease, free from this Lease and any security interest or other encumbrance created hereunder or thereunder, and ZB shall release or join in the release of existing easements, licenses, rights-of- way, and other rights and privileges with respect to such property or rights, with or without consideration, and shall execute and deliver any instrument necessary or appropriate to confirm and grant or release any such easement, license, right-of-way or other grant or privilege upon receipt of: (a)a copy of the instrument of grant or release; and(b) a written application signed by an Authorized Officer of the County requesting the execution of such instrument by ZB and stating that such grant or release will not impair the effective use or interfere with the operation of the Leased Property. ARTICLE IX DAMAGE,DESTRUCTION AND CONDEMNATION; USE OF NET PROCEEDS Section 9.01. Damage, Destruction and Condemnation lf, during the Lease Term (a)the Leased Property or any portion thereof shall be destroyed (in whole or in part), or damaged by fire or other casualty; or (b) title to, or the temporary or permanent use of, the Leased Property or any portion thereof or the estate of the County or ZB in the Leased Property or any portion thereof shall be taken under the exercise of the power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authonty; or (c)title to or the use of all or any portion of the Leased Property shall be lost by reason of a defect in title thereto;then the County shall be obligated to continue to pay the amounts specified to Section 6.02 of this Lease (subject to Section 6.01 hereof). 17 4852-0993-5472 3 If the County elects to replace the Leased Property with similar property pursuant to subparagraph (a) above, the County shall first obtain the written consent of ZB prior to such substitution Section 9.04. Cooperation of ZB. At the expense of the County, ZB shall cooperate fully with the County in filing any proof of loss with respect to any insurance policy or performance bond covering the events described in Section 9.01 of this Lease and in the prosecution or defense of any prospective or pending condemnation proceeding with respect to the Leased Property or any portion thereof and in the enforcement of all warranties relating to the Leased Property. In no event shall ZB voluntarily settle, or consent to the settlement of, any proceeding arising out of any insurance claim, performance or payment bond claim, prospective or pending condemnation proceeding, or any portion thereof without first obtaining the written consent of the County. Section 9.05. Condemnation by the County. The County agrees that, to the extent permitted by law, in the event it brings an eminent domain or condemnation proceeding with respect to all or any portion of the Leased Property, the fair market value of the condemned portion of the Leased Property shall he not less than the Purchase Option Price. ARTICLE X DISCLAIMER OF WARRANTIES; OTHER COVENANTS Section 10.01. Disclaimer of Warranties. ZB DOES NOT MAKE ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE. VALUE, DESIGN, CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR FITNESS FOR USE OF THE LEASED PROPERTY OR ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE LEASED PROPERTY. THE COUNTY HEREBY ACKNOWLEDGES AND DECLARES THAT, FOR SO LONG AS THE COUNTY HAS NOT VACATED AND SURRENDERED THE LEASED PROPERTY, THE COUNTY IS SOLELY RESPONSIBLE FOR THE USE, IMPROVEMENT, EQUIPPING, MAINTENANCE AND OPERATION OF THE LEASED PROPERLY, AND THAT ZD DOLS NOT HAVE ANY RESPONSIBILITY IIIEREFOR. For the purposc of enabling the County to discharge such responsibility, ID appoints the county as its attorney in fact solely for the purpose of constructing, improving, equipping, maintaining and operating the Leased Property, and asserting and enforcing, at the sole cost and expense of the County, all constructor's or manufacturer's warranties and guaranties, express or implied, with respect to the Leased Property, as well as any claims or rights ZB may have in respect of the Leased Property against any manufacturer, supplier, contractor or other person. In no event shall ZB be liable for any direct or indirect, incidental, special or consequential damage in connection with or arising out of this Lease or the existence, furnishing, functioning or use by the County of any item. product or service provided for herein. Section 10.02. Further Assurances and Corrective Instruments. ZB and the County agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as 19 4E2-0993.5477 3 Property as may be reasonably necessary to cause the proper maintenance of the Leased Property in the event of failure by the County to perform its obligations under this Lease Section 10.08. Audited Financial Statements. The County shall provide its audited financial statements to ZB, annually,within 240 days after the close of the County's Fiscal Year, but in no event prior to their acceptance by the Board. Also, during the Lease Term, the County covenants and agrees to provide ZB, as soon as practicable when they are available (i) a copy of the County's final annual budget for each fiscal year; and (ii) any other financial information ZB may reasonably request form time to time. Section 10.09. Environmental Covenant. The County shall not store, locate, generate, produce,process, treat, transport, incorporate, discharge, emit, release, deposit or dispose of any Hazardous Substance in, upon, under, over or from the Leased Property in violation of any Environmental Regulation, shall not permit any Hazardous Substance to be stored, located, generated, produced, processed, treated, transported, incorporated, discharged, emitted, released. deposited, disposed of or to escape therein, thereupon, thereunder, thereover or therefrom in violation of any Environmental Regulation, shall cause all Hazardous Substances to be properly removed therefrom and properly disposed of in accordance with all applicable Environmental Regulations, shall not install or pennit to be installed any underground storage tank therein or thereunder in violation of any Environmental Regulation and shall comply with all other Environmental Regulations which are applicable to the Leased Property. In the event any Hazardous Substance is found upon, under, over or from the Leased Property in violation of any Environmental Regulation or if any lien or claim for lien in favor of any governmental entity or agency as a result of any release of any Hazardous Substance is threatened, the County,at its sole cost and expense, shall, within ten days of such finding, deliver written notice thereof to ZB and shall promptly remove such Hazardous Substances and prevent the imposition of any liens against the Leased Property for the cleanup of any hazardous Materials. Such removal shall be conducted and completed in compliance with all applicable federal, state and local laws, regulations, rules, ordinances and policies in accordance with the orders and directives of all federal, state and local governmental authorities. To the extent permitted by law,the County further agrees to reimburse ZB for any and all claims, demands,judgments, penalties, liabilities, costs, damages and expenses, including court costs and attorneys' fees directly or indirectly incurred by ZB in any action against or involving ZR, resulting from any breach of the foregoing covenants or the representations and warranties in Section 2.01(0 hereof, or from the discovery of any Hazardous Substance, in, upon, under or over, or emanating from, the Leased Property'. The representations and warranties in Section 2.01(f) hereof and the covenants of this Section 10.09 shall be deemed to be for the benefit of ZB and any successors and assigns of ZB permitted hereunder. 21 4852-0993-5472 3 verifying the sufficiency of the escrow established to pay the applicable Base Rental Payments when due in accordance with Exhibit B hereto Section 11.03. Manner of Release (a) At the closing of any purchase or other conveyance of ZB's interest in all of the Leased Property pursuant to Section 11.02 of this Lease, ZB shall execute and deliver to the County a Release of Site Lease and Lease, conveying ZB's interest in all the Leased Property to the County and releasing ZB's leasehold interest in all of the Leased Property, as it then exists, to the County subject to the following: (a)Permitted Encumbrances; (b) all liens, encumbrances and restrictions created or suffered to exist by ZB as required or permitted by this Lease: and (c)any lien or encumbrance created by action of the County. ZB shall fully cooperate with the County in executing, delivering and recording such documents as may be necessary to effectuate the provisions of this Section; provided that the County shall pay all reasonable costs, fees and expenses of ZB in connection herewith. ARTICLE XII ASSIGNMENT,SUBLEASING AND USE BY COUNTY Section 12.01. Assignment and Subleasing of the Lease. This Lease may not be assigned by the County for any reason other than to a successor by operation of law. However, the Leased Property may be subleased to any other person or entity, as a whole or in part, by the County, but without the necessity of obtaining the consent of ZB, subject, however, to each of the following conditions: (a) this Lease, and the obligations of the County hereunder, shall, at all times during the Lease Term remain obligations of the County subject to Section 6.01 of this Lease, and the County shall maintain its obligations to ZB, notwithstanding any sublease; (b) the County shall furnish or cause to he furnished to LB a copy of any sublease agreement: (c) no sublease by the County shall violate the Constitution or latus of the tate; (d) no sublease by the County shall result in a violation of the covenants provided in Section 10.04 hereof or the Tax Compliance Certificate; and (e) any sublease of the Leased Property shall provide that it shall automatically terminate upon a termination of this Lease due to an Event of Default or an Event of Nonappropriation. Notwithstanding the preceding, the County may not sublease the Leased Property for longer than one calendar year without the prior written consent of ZB. 23 488-0993-54723 and, without any further demand or notice, take one or any combination of the following remedial steps: (a) ZB may terminate the Lease Term and give notice to the County to vacate and surrender possession of the Leased Property within ten Business Days of such notice. (b) ZB may proceed to foreclose through the courts on or otherwise sell, trade-in,repossess or liquidate ZB's interest in the Leased Property,or any part thereof in any lawful manner; provided, however, that ZB may not recover from the County any deficiency which may exist following the liquidation of ZB's interest in the Leased Property in excess of Base Rentals and Additional Rentals for the then current Fiscal Year and in excess of amounts payable under subparagraph (d)of this Section 13.02. (c) ZB may lease or sublease the Leased Property or any portion thereof or sell any interest ZB has in the Leased Property. (d) ZB may recover from the County. (Q the portion of Base Rentals and Additional Rentals which would otherwise have been payable hereunder, during any period in which the County continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the County hereunder during the remainder, after the County vacates and sun-enders possession of the Leased Property, of the Fiscal Year in which such Event of Default occurs. (e) ZB may take whatever action at law or in equity may appear necessary or desirable to enforce its rights in and to the Leased Property under the Site Lease and this Lease. Section 13.03. Limitations on Remedies. A judgment requiring a payment of money may be entered against the County by reason of an Event of Default only as to the County's liabilities described in paragraph (d) of Section 13.02 of this Lease. A judgment requiring a payment of money may be entered against the County by reason of an Event of Nonappropriation for all amounts that have been appropriated by the County for the payment of Base Rentals and Additional Rentals for the current Fiscal Year and for any additional amounts only to the extent that the County fails to vacate and surrender possession of the I eased Property as required by Section 6.06 of this Lease, and only as to the Liabilities described in paragraph(d)(i)of Section 13.02 of this Lease. Section 13.04. No Remedy Exclusive. Subject to Section 13.03 hereof, no remedy herein conferred upon or reserved to ZB is intended to be exclusive, and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right or power may be exercised from time to time and as often as may be deemed 25 48524/Q93-54,2 1 (a) the transferring holder thereof shall first have complied with all applicable state and federal securities laws and regulations; and (b) the Lease is transferred to (i) a transferee who executes and delivers to the County a letter of the transferee substantially to the same effect as that delivered to the County by ZB upon the original execution and delivery of this Lease; or iii) a transferee who qualifies as a qualified institutional investor;or (iii) a transferee who qualifies as an "accredited investor" within the meaning of Section 2(15)of the 1933 Act; or (iv) a securitization Special Purpose Vehicle ("SPV") the interests in which SPV are sold to institutional investors only; and (c) the transferring holder will not prepare or furnish, or cause to he prepared or furnished, any disclosure regarding the County's finances without the prior review and written consent of the County,in the County's sole discretion. In connection with any transfer or sale the County may require a letter from the transferee to the effect that the transferee is one of the types of entities mentioned in paragraphs(b)(i)through (iv) of this Section 15.05, purchasing for its own account with no present view to resale or other distribution of any interest in this Lease Section 15.06. Net Lease. This Lease shall be deemed and construed to be a "triple net lease," and the County shall, subject to Section 6.01 hereof, pay absolutely net during the Lease Term, the Base Rentals. Additional Rentals and all other payments required hereunder. free of any deductions, and without abatement, deduction or setoff (other than credits against Base Rentals expressly provided for in this Lease). Section 15.07. Wai'er of Jury Trial. ALL PARI IES TO THIS LEASE HEREBY WAIVE ALL RIGH LS TO TRIAL BY JURY IN ANY AC 110N, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARI Y AGAINST ANY OTHER PARTY ON ANY MATTER WHATSOEVER ARISING OUT OF, IN CONNECTION WW1 OK IN ANY WAY RELATED TO THIS LEASE AND it IE SITE LEASL, Section 15.08. Waiver of Appraisement, Valuation, Etc. To the extent permitted by law, in the case of an Event of Nonappropriation or an Event of Default neither the County nor any one claiming through it shall or will set up, claim or seek to take advantage of any appraisement, valuation, stay, extension or redemption laws now or hereafter in force in order to prevent or hinder the enforcement of the Site Lease or this Lease; and the County, for itself and all who may at any time claim through or under it, hereby waives, to the full extent that it may lawfully do so, the benefit of all such laws. Notwithstanding the foregoing, it is expressly understood that the County cannot and does not hereby waive its right to set up, claim or seek to take advantage of its police powers or its Colorado constitutional or statutory right of eminent domain. 27 4151.09935472 3 WITNESS the due execution hereof as of the day and the year first mentioned above. ZR, N.A., as Lessor By_ Authorized er [SEAL] P1 PK IN COUNTY. COLORADO as Lessee By Chair, Board of County Commissioners Attest: By Deputy County Clerk [Signature Page to Lease Purchase Agreement] 4851-0993-5472 JACOB B.ESKRIDGE NOTARY PUBLIC STATE OF COLORADO STATE OF COLORADO ) NOTARY ID 20134076479 SS MV COMMISSION EXPIRES DECEMBER 21,2021 Cl FY AND COUNTY OF DENVER) This instrument was acknowledged before me this ZU day of II '� 2018, by Patrick Colleran. as authorized signer of ZR, N.A , a corporation organized under the laws of the state of Utah Witness my hand and official seal. SEAL) ' - L �K Nota I ftc " C My Commission Expires. 12/21 /2t aas7-0592-5472 EXHIBIT A DESCRIPTION OF LEASED PROPERTY The Leased Property consists of the leased Land and the Leased Improvements: I. Leased Land A PARCEL OF LAND SITUATED IN THE 1.172 SECTION 34, TOWNSHIP 9 SOUTH, RANGE 85 WEST OF THE SIXTH PRINCIPAL MERIDIAN, COUNTY OF PITKIN, STATE OF COLORADO, SARI PARCEL BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE EAST QUARTER CORNER OF SECTION 34, TOWNSHIP 9 SOUTH, RANGE 85 WEST OF THE SIXTH PRINCIPAL MERIDIAN, A FOUND 2 1/2" U.S.G.L.O. BRASS CAP IN PLACE; THENCE N80'I1'15"W A DISTANCE OF 1687.66 FEET TO A POINT ON TILE NORT IIERLY BOUNDARY OF THAT PARCEL DESCRIBED IN RECEPTION NO. 477434 OF THE PITKIN COUNTY CLERK AND RECORDER'S OFFICE, THE POINT OF BEGINNING;THENCE 562'25'00"F, ALONG SAID NORTHERLY BOUNDARY A DISTANCE OF 204 85 FEET; THENCE CONTINUING ALONG SAID NOR'1IIERLY BOI INDARY S48°59'07"E A DISTANCE OF 315.23 FEET I 0 A POINT ON THE SOUTHERLY BOUNDARY OF SAID PARCEL; THENCE LEAVING SAID NORTHERLY BOUNDARY S58°54'07"W ALONG SAID SOUTHERLY BOUNDARY, A DISTANCE OF 839.93 FEET; THENCE CONTINUING ALONG SAID SOUTHERLY BOUNDARY ALONG 1HE ARC OF A CURVE TO THE LEFT HAVING A RADIUS OF 2204.33 I EET, A CENTRAL ANGLE OF 03'50'57' AND A DISTANCE OF 148.09 FEET (CHORD BEARS N 20°.38148" W 148.06 FEET); THENCE CONTINUING ALONG SAID SOUTHERLY BOUNDARY N18'4320" W, A DISTANCE OF 337.23 FEET TO A POINT ON 1 HE NORTHERLY BOUNDARY OF SAID PARCEL, 'THENCE LEAVING SAID SOUTHERLY BOUNDARY N58'54'O8"E ALONG SAID NORTHERLY BOUNDARY A DISTANCE OF 88.64 FEET; THENCE LEAVING SAID NORTHERLY BOUNDARY 53105'55"E A DISTANCE OF 110.04 FEET; THENCE S54'54'O8'E A DISTANCE OF 342 00 FEET; THENCE N3I°05'55"W A DISTANCE OF 1 HJ.04 FEET TO A POINT ON THE NORTHERLY BOUNDARY OF SAID PARCEL; THENCE N58°54'081/ ALONG SAID NORTHERLY LINE A DISTANCE OF 106.86 FEET TO TI IE POINT OF BEGINNING. COUNTY OF PITKIN, STATE OF COLORADO A/K/A PITKIN COUNTY PUBLIC WORKS AMENDED PITKIN COUNTY PUBLIC WORKS SUBDIVISION EXEMPTION, ACCORDING TO THE PLAT RECORDED NOVEMBER 16, 2004 [N PLAT BOOK 71 Al' PAGE 31 COUNTY OF PITKIN, STATE OF COLORADO. A-1 a8R 05934472 3 EXHIBIT B BASE RENTALS SCHEDULE Remaining Base Rental Principal Interest Base Rentals Lease Payment Date Component Component Total Balance 05/01/2019 -- $134,639,72 $134,639.72 -- 11/01/2019 $205,229 103,128.30 308,357.30 $6,294,771 05/01/2020 - 99,711.23 99,711 23 - 11/012020 243,574 99,711.23 343,28523 6051,197 05/01/2021 -- 95,655.73 95,65573 - 11/01/2021 251,685 95,655 73 347,34073 5,799212 05/01/2022 -- 91,465 17 91,465 17 -- 11/01/2022 260,066 91,465.17 351,531 17 5,539,446 05/01/2023 -- 87,135 07 87,135 07 _- 11/01/2023 268,727 87,13507 355,86207 5,270,719 05/01/2024 -- 82,66077 82,66077 -- 11/01/2024 277,675 82,660 77 360,335'/7 4,993,044 05/01/2025 -- 78,03748 78,03748 -- 11/01/2025 11/01/2025 286,922 78,03748 364,959.98 4,706,122 05/01/2026 -- 73,260 23 73 760 23 -- 11/01/2026 296,476 73,260.23 369,73623 4.409,646 051012027 -- 68,323 90 68223 90 -- 11/012027 306,349 685323 90 374.67290 4,103,297 05/01/2078 -- 63,223 19 63223.19 11/01/2028 316,550 63,223 19 379,773 19 3,786,747 05/01/2029 -- 57,952 64 57,98.64 -- 11/01/2029 327,091 5795264 385,043 54 3,459,656 05/01/2030 -- 52,506 57 52206 57 -- 11/01/2030 337,984 52,506 57 390,490.57 3,121,672 05/01/2031 -- 46,879.14 46,879 14 11/012031 349,238 46,879 14 396,117.14 2,772,434 05/01/2032 -- 41,064 32 41,064.12 -- 1U01/2032 360,86S 41,064 12 40103232 2.411,566 ec/012013 35ncc g7 15,055 87 11(012033 172,8F 35,Ucc r 7 4117940 Q7 20186x1 03101(2U34 28,847 34 28.847 31 I IIV IILU4 .3tl),102 28,847.34 414,149.14 1,653.379 0s01,2035 -- /3,3515.31 23,395.31 -- 11/01/2035 396,200 23,J5 .31 419,001.31 1,257273 05/0112036 - 17,789.00 11,789 00 -- I1/01 2036 407.419 17,789.00 425.208 00 849,754 05/01/2037 - 12,024.02 12,024,02 -- 11/01/2037 418,949 12,024.02 430,973 02 430,805 05/01/2038 -- 6,095.89 6,095.89 -- 11/01/2038 430,805 6,095 89 436,900 89 'For Base Rentals occurring on and before November 1, 2033, the fixed interest rate shall be 3.33% For Base Rentals occurring on and after November 1, 2034. the initial interest rate shall be 283°4, and beginning on November 1,2023, the Interest Component amount shall be recalculated for each succeeding five-year period using the Index Rate established on each Rental Adjustment Date, which Interest Component amount shall be determined as described below B-1 4852-0073-54723 EXHIBIT C PERMITTED ENCUMBRANCES L ANY FACTS, RIGHTS, [Ni ERESTS, OR CLAIMS THEREOF, NOT SHOWN BY 1HE PUBLIC RECORDS BUT THAT COULD BF ASCERTAINED BY AN INSPECTION OF THE LANA OR THAT MAY BE ASSERTED BY PERSONS IN POSSESSION OF THE LAND. 2. EASEMENTS, LIENS OR ENCUMBRANCES. OR CLAIMS THEREOF, NOT SHOWN BY 'THE PUBLIC RECORDS. 3 ANY ENCROACHMENT, ENCUMBRANCE, VIOLATION, VARIATION, OR ADVERSE CIRCUMS LANCE AFFEC LING THE TITLE THAT WOULD BE DISCLOSED BY AN ACCURATE AND COMPLETE LAND SURVEY OP THE LAND AND NOT SHOWN BY TILE PUBLIC RECORDS. 4. ANY LIEN, OR RICH L TO A LIEN, FOR SERVICES, LABOR OR MATERIAL. HERETOFORE OR HEREAFTER FURNISHED, IMPOSED BY LAW AND NOT SHOWN BY THE PUBLIC RECORDS. 5. DEFECTS, LIENS, ENCUMBRANCES, ADVERSE.CLAIMS OR OILIER MATT ERS, IF ANY, CREATED, FIRST APPEARING EN THE PUBLIC RECORDS OR ATTACHING SUBSEQUENT TO THE EFFECTIVE DACE HEREOF BUT PRIOR TO 1 HE DATE OF T11E PROPOSED INSURED ACQUIRES OF RECORD FUR VALUE WE ESTATE OR INTEREST OR MORTGAGE THEREON COVERED BY THIS COMMIT:HEM . 6. (A) TAXES OR ASSESSMENTS THAI ARE NOT SHOWN AS EXISTING LIENS BY THE RECORDS OF ANY TAXING AUTHORITY THAT LEVIES TAXES OR ASSESSMENTS ON REAL PROPERTY OR BY THE PUBLIC RECORDS; (B) PROCEEDINGS HY A PUBLIC AGENCY THAT MAY RESULT IN TAXES OR ASSESSMENTS, OR NOTICES OF SUCH PROCEEDINGS, WHETHER OR NOT SHOWN BY THE RECORDS OF SUCH AGENCY OR BY "I HE PUBLIC RECORDS. 7. (A) UNPATENTED MINING CLAIMS; (B) RESERVATIONS OR EXCEPTIONS IN l'ATENIS OR IN ACTS AUTHORIZING THE ISSUANCE TI IERE'OF; (C) WATER RIGHTS, CLAIMS OR TITLE TO WATER. S. EXISTING LEASES AND TENANCIES. 9. RIGHT OF THE PROPRIETOR OF A VEIN OR LODE 10 EXTRACT AND REMOVE IIIS ORE THEREFROM, SHOULD THE SAME BE FOUND TO PENETRATE OR INTERSECT THE PREMISES HEREBY GRANTED, AND A RIGHT OF WAY FOR DITCHES OR CANALS CONSTRUCTED BY THE AUTHORITY OF THE UNITED STATES, AS RESERVED IN UNTIED STATES PATENT RECORDED AUGUST 07, 1911 IN BOOK 55 AT PAGE 530. C-I 4 :1-0Q93-5472 3 DEVELOPMENT NO. 060, SERIES OF 2001 RECORDED OCTOBER 25, 2001 AS RECEPTION NO. 460102. 23. EASEMENTS, CONDITIONS, COVENANTS, RESTRICTIONS, RESERVATIONS AND NOTES ON THE PLAT OF SUBDIVISION EXEMPTION PLAT OF THE PITKIN COUNTY SERVICE CENTER RECORDED APRIL 27, 1989 IN PLAT BOOK 22 AT PAGE 40 AND RECORDED JULY 11, 2001 IN PLAT BOOK 58 AT PAGE II 24. EASEMENTS, CONDITIONS, COVENANTS, RESTRICTIONS, RESERVATIONS AND NOTES ON THE PIAT OF BOUNDARY SURVEY OF THE PITKIN COUNTY SERVICE CENTER AND CDOT PARCELS RECORDED JANUARY 16, 2003 IN BOOK 64 AT PAGE 12 25. EASEMENTS, CONDITIONS, COVENANTS, RESTRICTIONS. RESERVATIONS AND NOTES ON THE PLAT OF AMENDED PITKIN COUNTY PUBLIC WORKS SUBDIVISION EXEMPTION PLAT RECORDED NOVEMBER 16, 2004 IN BOOK 71 AT PAGE 31. 26. TERMS, CONDITIONS, PROVISIONS AND OBLIGATIONS OR ORDINANCE OF THE PITKIN COUNTY BOARD OF COUNTY COMMISSIONERS,NO. 001, SERIES OF 2002 RECORDED FEBRUARY 15. 2002 AS RECEPTION NO. 464050 AND RECORDED FEBRUARY 15, 2002 AS RECEPTION NO. 464051. 27. TERMS, CONDITIONS, PROVISIONS AND OBLIGATIONS OF SPECIAL WARRANTY DEED TO COLORADO DEPARTMENT OF TRANSPORTATION RECORDED AUGUST 16, 2002 AS RECEPTION NO. 471105 28. TERMS, CONDITIONS, PROVISIONS, BURDENS AND OBLIGATIONS OF ADMINISTRATIVE DECISION NO. 060-2001 RECORDED OCTOBER 25, 2001 UNDER RECEPTION NO.460102. 29. TERMS, CONDI IIONS AND PROVISIONS OF RESOLUTION NO. PZ-3-2017 RECORDED MAY 25, 2017 AT RECEPTION NO. 638592 50. ANY LOSS OK DAMAGE BY REASON OE 'AWOKE l0 COMPLY VJ11H IHb TERMS, OBLIGATIONS. PROVISIONS AND BURDENS AS CONTAINED IN 'IHE SITE LEASE. C-3 4852-0993-5472 3 SITE LEASE by and between PITKIN COUNTY,COLORADO as Lessor, and ZR,N.A., as Lessee Dated as of September 6, 2018 A IERRECORDATIONPLEASERETURNTO: Kutak Rock LLP 1801 California Street, Suite 3000 Denver,CO 80202 Attention: Mario Trimble 4823-0315 3 519 3 Section 3. Rent and Payment. 7 he County acknowledges receipt from ZB as rent and payment hereunder, in full, the iump-stun of SIX MILLION FIVE HUNDRED TH1OUSAND AND NO/IOU DOLLARS ($6,500,000.00)and other good and valuable consideration. Section 4. Purpose. ZB shall use the Site Leased Property for the purpose of subletting the same to the County pursuant to the Lease; provided, that upon the occurrence of an Event of Nonappropriation or an Event of Default under the lease, the County shall vacate the Site Leased Property as presided in the Lease, ZB may exercise the remedies provided in the Lease and ZB may use or sublet the Situ Leased Property for any lawful purposes. Section 5. Owner in Fee. The County covenants that it is the owner in fee of the Site Leased Property,subject only to Permitted Encumbrances(as defined in the Lease). Section 6. Assignments and Subleases. Unless an Event of Nonappropriation or an Event of Default under the Lease shall have occurred and except as may otherwise be provided in the Lease,ZB may not assign its rights under this Site Lease or sublet the Site Leased Property without the prior written consent of the County. Except as provided in this Site I.ease or in the Lease, neither the County nor 7B will sell, mortgage or encumber the Site Leased Property or any portion thereof during the term of this Site Lease. In the event that(a) the Lease is terminated for any reason and (b) this Site Lease is not terminated, Di may sublease the Site Leased Property or any portion thereof, or sell or assign its interest in this Site Lease, for the remaining term of this Site Lease. Any such purchaser from 7B or assignee of ZB shall be included in the term "Bank" for the purposes of this Section 6 of this Site Lease. 73 may apply any revenues received by it from the exercise of is remedies hereunder and under the Lease first to the payment of any fees and expenses incurred by Bank in connection with this Site Lease and exercising its rights and remedies hereunder and under the Lease. In the event that (x) the Lease has been terminated for any reason, (y) this Site Lease is not terminated and (z) the County has vacated and surrendered possession of the Site I.eased Property to ZB as required under the provisions of Section 6.06 or Section 11 01 of the t ease. the County may acquire %A'S (err a411' 4tte6t§sorts or assignee's) inicrvst ;n the site t.....�.t Yroperty, if nnii Only if tilt County satisfies the followG+u eondii.,,, . (a) the enmity viten/ides written notice to 7n (c,r any .successors or a sit;nees) of Its intent to acquire Such interest at least 60 days prior to the County's proposed acquisition date(the"Purchase Date"); (b) the County agrees to assume,as lessor or Iandlord, all then existing leases or tenancies with respect to the Site Leased Property on the Purchase Date; (c) the County provides, at the County's expense, all documents necessary to accomplish such acquisition and the assignment and assumption of such leases and tenancies on the Purchase Date; and (d) the County pays to LB an acquisition price equal to the sum of: 4823,0315-35193 Section 10. Quiet Enjoyment and Acknowledgment of Ownership. ZB at all times during the term of this Site Lease shall peaceably and quietly have, hold and enjoy the Site Leased Property, subject to the provisions of the Lease, and the County hereby acknowledges that ZB shall have a leasehold interest in the Site Leased Property,subject to the Lease. Section 11. Waiver of Personal Liability. All liabilities under this Site Lease on the part of ZB are solely liabilities of ZB, and the County hereby releases each and every, member, director, employee and officer of ZB of and from any personal or individual liability under this Site Lease. No member, director, employee or officer of ZB shall at any time or under any circumstances be individually or personally liable under this Site Lease for anything done or omitted to be done by ZB hereunder. Section 12. Taxes; Maintenance; Insurance. (a) During the Lease Term of the Lease and in accordance with the provisions of the Lease, the County covenants and agrees to perform its obligations under the Lease with respect to the payment of any and all assessments of any kind or character and all taxes levied or assessed upon the Site Leased Property, and all maintenance costs, insurance premiums and costs and utility charges in connection with the Site Leased Property, subject to the terms of the Lease. (b) In the event that (i) the Lease is terminated for any reason, (ii) this Site Lease is not terminated and (iii) ZB subleases all or any portion of the Site Leased Property or sells an assignment of its interest in this Site Lease, 113 or any sublessee or assignee of the Site Leased Property shall, solely from the proceeds of such leasing or sale, obtain and keep in force all insurance that it is required to maintain under the Lease, pay or cause to be paid when due all taxes and assessments imposed thereon and maintain the Site Leased Property in good condition. Section 13. Damage,Destruction or Condemnation. The provisions of the Lease shall govern with respect to any damage, destruction or condemnation of the Site Leased Property during the Lease Term of the Lease. In the event that(a)the Lease is terminated for any reason, (b) this Site Lease is not terminated and (c) either (i) the Site Leased Property or any portion thereof is destroyed (in whole or in part) or damaged by fire or other casualty, or (ii) title to, or the temporary or permanent use of the Site Leased Property or any portion thereof or the estate of the County, ZB or any sublessee or assignee of ZB in the Site Leased Property or any portion thereof, shall be taken wider the exercise of the power of eminent domain, or (iii) preach of warranty or any material defect with respect to the Site Leased Property shall become apparent, or (iv) title to or the use of all or any portion of the Site Leased Property shall be lost by reason of defect in the title thereto, ZB or any sublessee or assignee of ZB shall be entitled to the net proceeds from any insurance claim or condemnation in an amount equal to the Purchase Option Price in effect on the date of termination of the Lease plus ZB's reasonable expenses in connection with any such casualty or condemnation event (including those expenses pursuant to Section 12 hereof incurred from the date of such casualty or condemnation event or the date the Lease is terminated), and the County shall he entitled to any remaining net proceeds in excess of said amount. 4823-0315-3519 3 Section 21. Applicable Law. The laws of the State of Colorado shall be applied in the interpretation,execution and enforcement of this Site Lease. Section 22. Section Headings. All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this Site Lease. Section 23. Execution This Site Lease may he executed in any number of counterparts, each of which shall be deemed to be an original but all together shall constitute but one and the same Site Lease. Section 24. Electronic Transactions. The parties hereto agree that the transactions described herein may be conducted and related documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. [Remainder of page intentionally left blank] 0833-0315-3519 3 IN WITNP.SS WHEREOF, the County and ZB have caused this Site Lease to be executed by their respective officers thereunto duly authorized as of the day and year first above written. PITKIN COUNTY,COLORADO [SEAL By Chairperson, Board of County Commissioners Attest: By Deputy County Clerk ZB, N.A. By eear Authorized Officer [Signature Page to Site Lease] 4823-0315-3519 JACOB B.ESKRIDGE NOTARY PUBLIC STATE ADO STATE OF COLORADO ) NOTARY OF 20134COLO076 NOTARY(PIKES D 076479 2021, ) ss. My COMMISSION EXPIRES DECEMBER 21, Cl f Y AND COUNTY OF DENVER ) The foregoing instrument was acknowledged before rue this 2-b day Of o L<-- 2018by RAC'IC ciett Er<T>a , as an authorized signatory of ZB,N.A. WITNESS my hand and official seat. 7 Myattu. to — t. . [SEAL] My Commission Expires: 2�zt t Zt _ 4623-8115-3h9 11111111111111111111111111111111111311111111111 CONTRACT RECEPTION#:653191, R: $0.00, D:50.00 DOC CODE:AGREEMENT �Y dG� Pg 1 of 43,01/07/2019 at 03:09:20 PM / - Janice N.Vos Caudill,PNkin County, CO LEASE PURCHASE AGREEMENT between ZB,N.A., as Lessor, and P1TKIN COUNTY,COLORADO, as Lessee Dated September 6,2018 4M-0993-5412 3 TABLE OF CONTENTS Page ARTICLE DEFINITIONS Section 1.01. Terms Defined in Preamble and Recitals 2 Section 1.02. Addittonal Definitions 2 ARTICLE II REPRESENTATIONS, COVENANTS AND WARRANTIES Section 2.01. Representations, Covenants and Warranties of the County 5 Section 2.02. Representations and Covenants of ZB g ARTICLE III LEASE OF LEASED PROPERTY a ARTICLE IV LEASE TERM Section 4.01. Duration of Lease Term, County's Annual Right To Renew Lease. 9 Section 4.02. Termination of Lease Term . 10 ARTICLE V ENJOYMENT OF LEASED PROPERTY 10 ARTICLE VI PAYMENTS BY THE COUN FY Section 6.01. Payments To Be Made From Currently Budgeted Expenditures of the County 10 Section 6.02. Base Rentals and Additional Rentals 11 Section 0,03. Enere5t Component 12 OCC[I0110.04. Marina Of Payment 12 Section 0.03. Expression of County's Need for the Leased Property; Certain Findings.. .... .. ...... ... .. . ...._.. .. .. . . .. _ _ iz Section 606. Nonappropriation.. . . _. .. _ ta ARTICLE VII TITLE TO THE LEASED PROPERTY; LIMITATIONS ON PNCI IMBRANCES Section 7.01. Title to the Leased Property; Title Insurance 14 Section 7.02. No Encumbrance, Mortgage or Pledge of Leased Property 14 ARTICLE VIII MAINTENANCE;TAXES; INSURANCE AND OTHER CHARGES Section 8.01. Maintenance of the Leased Property by the County 15 465241993.5472J Section 8.02. Modification of the Leased Property, Installation of Furnishings and Machinery of the County 15 Section 8.03. Reserved 15 Section 8.04 Taxes,Other Governmental Charges and Utility Charges 15 Section 8.05. Provisions Regarding Liability, Property and Worker's Compensation Insurance 16 Section 8.06. Indemnification 17 Section 8.07. Granting of Easements 17 ARTICLE IX DAMAGE, DESTRUCTION AND CONDEMNATION; USE OF NET PROCEEDS Section 9.01. Damage, Destruction and Condemnation. . 17 Section 9.02. Obligation of the County to Repair and Replace the Leased Property 18 Section 9.03. Insufficiency of Net Proceeds. 18 Section 9.04. Cooperation of ZB ... . 19 Section 9.05. Condemnation by the County 19 ARTICLE X DISCLAIMER OF WARRANTIES; OTHER COVENANTS Section 10.01. Disclaimer of Warranties 19 Section 10.02. Further Assurances and Corrective Instruments 19 Section 10.03. Compliance With Requirements 20 Section 10.04. Tax Covenant of County 20 Section 10.05. Reserved 20 Section 10.06. Immunity 20 Section 10.07. Access to Leased Property 20 Section 10.08. Audited Financial Statements 21 Section 10 09. Environmental Covenant 21 ARTICLE XI PURCHASE AND CONVEYANCE OF TILE LEASED PROPERTY; RELEASE OF LEASED PROPERTY Section 11.01. Purchase Option 22 Section 11.02. Conveyance or Release of the Leased Property 22 Section 11.03. Manner of Release .. _ __ 23 ARTICLE XII ASSIGNMENT, SUBLEASING AND USE BY COUNTY Section 12.01. Assignment and Subleasing of the Lease 23 ARTICLE XIII EVENTS OF DEFAULT AND REMEDIES Section 13.01, Events of Default Defined . 24 Section 13.02. Remedies on Default 24 Section 13.03. Limitations on Remedies 25 ii 4852-0993-54723 Section 13.04. No Remedy Exclusive 25 Section 13.05. Waivers 26 ARTICLE XIV RESERVED 26 AR IICl.E XV MISCELLANEOUS Section 15.01. Sovereign Powers of County - - --.- • - - - • 26 Section 15.02 Notices - 26 Section 15.03. Binding,Effect 26 Section 15.04, Amendments,Changes and Modifications...... ............................ 26 Section 15.05. Assignment by ZB; Registration and Transfer 26 Section 13.06. Net Lease --• 27 Section 15.07. Waiver of Jury Trial .. .. 27 Section 15.08. Waiver of Appraisement, Valuation, He .. 27 Section 15.09. Paymeats Due on Ilolidayc 28 Section 15.10. Severability 28 Section 15.11. No Merger 28 Section 15.12. Execution in Counterparts 28 Section 15.13, Applicable Law 28 Section 15.14. Captions. .. ... .. ... ..................... ... 28 EXIIIBII A DESCR1P LION UI LEASED PROPERTY EXIIIBI1 B BASE RENTALS SCHEDULE EXHIBIT C PERMIT LED ENCUMBRANCES Lit 1152,1993.5412.3 LEASE PURCHASE AGREEMENT THIS LEASE PURCHASE AGREEMENT dated as of September 6, 2018 (this "Lease"), between ZB, N.A., a corporation organized under the laws of the state of Utah (together with its successors and assigns, "ZB"), as lessor, and PITKIN COUNTY, COLORADO (the "County"), a body corporate and politic of the State of Colorado duly organized and existing under the laws of the State of Colorado (the"State"), as lessee; WITNESSETH: WHEREAS, the County is a duly and regularly created, organized and existing body corporate and politic of the State, existing as such under the Constitution and statutes of the State; and WHEREAS, the County is authorized by Sections 30-11-101(1)(c) and 30-35-202(1)(c), Colorado Revised Statutes, as amended, and Section 8.7 of the Pitkin County Home Rule Charter, to purchase and hold real and personal property and to lease the same either as lessee or lessor;and WHEREAS, the County is authorized by Section 30-11-104.1, Colorado Revised Statutes, as amended, to provide for financing, among other things, county buildings or equipment for any governmental purpose through one or more lease purchase agreements; and WHEREAS, the Board desires to finance the construction, improvement and equipment of a new ambulance facility adjacent to Aspen Valley Hospital (the"Project"); and WHEREAS, the County is the owner of the fee simple interest in the real property, fixtures, permanent improvements and structures described in Exhibit A to this Lease (the "Leased Property"); and WHEREAS, in order to finance the costs of the Project, the Board desires to demise to ZB, pursuant to that certain Site Lease dated as of the date of this Lease (the "Site Lease") between the County, as lessor, and ZB, as lessee, a leasehold interest in the Leased Property for a lump-sum payment of$6,500,000.00 (the "Rental Payment") and sublease the Leased Property back from ZB pursuant to this Lease;and WHEREAS, all of the Rental Payment is expected to be applied to finance the Project plus costs related to executing the Lease Purchase Agreement; and WHEREAS, the obligation of the County to pay Base Rentals and Additional Rentals (both as hereinafter defined) hereunder shall be from year to year only; shall constitute currently budgeted expenditures of the County; shall not constitute a mandatory charge or requirement in any ensuing Fiscal Year (defined herein); and shall not constitute a general obligation or a multiple-fiscal year direct or indirect debt or other financial obligation whatsoever of the County within the meaning of any constitutional or statutory limitation or requirement concerning the creation of indebtedness, nor a mandatory payment obligation of the County in any ensuing Fiscal Year beyond any Fiscal Year during which this Lease shall be in effect; and 4852-0943-5472 3 WHEREAS, the financing of the Project, and the execution, performance and delivery of the Site Lease and this Lease, haye been authorized, approved and directed by the Board by one or more ordinances or resolutions duly passed and adopted by the Board; NOW, THEREFORE, for and in consideration of the mutual promises and covenants herein contained, the parties hereto agree as follows: ARTICLE I DEFINITIONS Section 1.01. Terms Defined in Preamble and Recitals. The following terms shall have the meanings set forth in the preamble and recitals hereto: Board Rental Payment County Site Lease Lease State Project ZB Section 1.02. Additional Definitions. The following additional terms shall have the meanings specified below: "Additional Rentals"means the cost of all (a)reasonable expenses and fees of ZB related to the performance of the provisions of the Site Lease and this Lease related to the Leased Properly, or otherwise incurred at the request of the County, (b)taxes, if any, insurance premiums, utility charges, maintenance,upkeep, repair, improvement and replacement in respect of the Leased Property, and (c)all other charges and costs which the County assumes or agrees to pay as Additional Rentals hereunder (together with all interest and penalties that may accrue thereon in the event that the County shall fail to pay the same). Additional Rentals do not include Base Rentals. "Anti-Corruption Laws" means all laws, rules, and regulations of any jurisdiction applicable to the County from time to time concerning or relating to bribery or corruption. "Authorized Officer of the County" means any person authorized by resolution of the Board to perform any act or execute any document. "Bate Rentals" means the payments payable by the County during the Lease Term pursuant to Section 6.02 of this Lease and as set forth in Exhibit B, as it may be amended hereunder from time to time, which constitute the payments payable by the County for and in consideration of the right to use the Leased Property during the Lease Term. "Base Rental Payment Dates" means May 1 and November 1 of each Fiscal Year during the Lease Term. "Business Day"means any day other than a Saturday, a Sunday or a day on which banks in New York,New York or Denver, Colorado are closed. 2 4652-0993-54713 "Code" means the Internal Revenue Code of 1986, as amended, and all regulations and rulings promulgated thereunder. "Counsel" means an attorney at law or law firm (who may be counsel for ZB or the County) who is satisfactory to both the County and ZB. "County" means Pitkin County, Colorado. "Environmental Regulations"is defined in Section 2.01(0. "Event of Default" means one or more events of default as defined in Section 13.01 of this Lease. "Event of Nonappropriation" means a termination of this Lease by the County, determined by the County's failure for any reason, to duly enact by the last day of each Fiscal Year an appropriation resolution for the ensuing Fiscal Year which includes (a)by specific line item reference amounts authorized and directed to be used to pay all Base Rentals and (b)sufficient amounts to pay such Additional Rentals as are estimated to become due, as provided in Section 6.06 of this Lease. The term also includes the giving of notice under Section 4.01 of this Lease of the County's intention to terminate and the occurrence of an event described in Section 6.06 of this Lease relating to the failure by the County to appropriate amounts due as Additional Rentals in excess of the amounts estimated to become due. An Event of Nonappropriation may also occur under certain circumstances described in Section 9.03(c) of this Lease. "Federal Securities"means non-callable bills, certificates of indebtedness, notes or bonds which are direct obligations of, or the principal of and interest on which are unconditionally guaranteed by,the United States of America. "Fiscal }'ear"means the fiscal or budget year of the County. "Force Majeure" means, without limitation, the following: acts of God; strikes, lockouts or other industrial disturbances; acts of public enemies; orders or restraints of any kind of the government of the United States of America or of the State or any of their departments, agencies or officials or any civil or military authority; insurrection; riots, landslides; earthquakes; fires; storms; droughts; floods; explosions; breakage or accidents to machinery, transmission pipes or canals; or any other cause or event not within the control of the County. "Hazardous Substances" is defined in Section 2.01(f) "Index Rate" means a rate per annum which equals the Regular Five Year Fixed-Rate Advance as quoted by the Federal Home Loan Bank of Des Moines or its legal successors and assigns (the "Federal Home Loan Bank of Des Moines") as available on their interne site (currently www.fhlbdm.comfadvance-rates,) or such other information distribution method the Federal Home Loan Bank of Des Moines should utilize, or if the Federal Home Loan Bank of Des Moines should not make Regular Five Year Fixed-Rate Advance quotes at some time in the future then the Index Rate shall be a rate which equals the five year USD Swap Curve Rate plus .07%(seven basis points)as quoted on Bloomberg. Provided however, regardless of the rate per 3 4852-0993-5472 3 annum determined in accordance with the preceding sentence, in no event shall the Index Rate exceed 10%per annum. "Insurance Consultant" means an independent person or firm acceptable to the County experienced in providing the specific type of insurance in question and capable of making an evaluation of the actuarial risk of loss from the types of events customarily covered by such insurance policies. "Lease Balance" means,as of any date, the Remaining Lease Balance shown in Exhibit B hereto as of the last preceding Rase Rental Payment Date, together with any installments of the principal component of Base Rentals which have previously come due and remain unpaid. "Lease Remedy" or "Lease Remedies" means any or all remedial steps provided in Section 13.02 of this Lease whenever an Event of Default hereunder has happened and is continuing. "Lease Term" means the time during which the County is the lessee of the Leased Property under this Lease, including the Original Term and all Renewal Terms as provided in and subject to Article IV and Sections 6.01, 6.02 and 6.06 of this Lease; certain provisions of this Lease survive the termination of the Lease Term, as provided in Section 4.02 of this Lease. "Leased Property" means the property described in Exhibit A attached hereto, together with all fixtures, permanent improvements and structures located, or to be located thereon, together with any and all additions thereto and modifications and replacements thereof in accordance with the terms and provisions of this Lease "Net Proceeds" when used with respect to any performance or payment bond proceeds, or proceeds of insurance, including self-insurance, required by this Lease, or proceeds from any condemnation award, or any proceeds resulting from default or breaches of warranty under any contract relating to the Leased Property or proceeds from any Lease Remedy, means the amount remaining after deducting from such proceeds (a) all expenses (including, without limitation, attorneys' fees and costs) incurred in the collection of such proceeds or award; and (b)all other fees, expenses and payments due to Di. "Original Terni" means the portion of the Least term that terminates on December 31, 2016, "Opinion of Counsel"means a written opinion of legal counsel. "Permitted Encumbrances"means those items listed in Exhibit C hereto. "Person" means any natural person, firm, corporation, partnership, limited liability company, state, political subdivision of any state, other public body or other organization or association. "Purchase Option Price" means the amount payable, at the option of the County, for the purpose of terminating this Lease with respect to the Leased Property and purchasing the interest of the Lessor in the Leased Property pursuant to Article XI of this Lease The Purchase Option 4 4852-09935472 3 Price shall be the amount necessary to pay the Principal Component of all remaining Base Rental payments through November 1, 2038 as set forth in Exhibit B hereto, plus accrued interest since the last interest payment date. "Renewal Term" means any optional renewal of the Lease Term for the next Fiscal Year by the County,as provided in Article IV of this Lease. "Rental Adjustment Date" means November 1, 2023, November 1, 2028, and November 1,2033. "Revenues" means (a) all amounts payable by or on behalf of the County with respect to the Leased Property pursuant to this Lease including, but not limited to, all Base Rentals, Purchase Option Price and Net Proceeds, but not including Additional Rentals; and (b) all other revenues derived from this Lease, excluding Additional Rentals. "Sanctions" economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State. "Sanctioned Country'means, at any time, a country or territory which is itself the subject or target of any Sanctions(at the time of this Lease, Cuba, Iran, North Korea, Sudan and Syria). "Sanctioned Person" means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, (b) any Person operating, organized or resident in a Sanctioned Country or (c)any Person owned or controlled by any such Person or Persons described in the foregoing clauses(a) or(b). "Site Lease" means the Site Lease dated of even date herewith, whereby the County demises to ZB a leasehold interest in real property upon which the Leased Property is located and the fixtures,permanent improvements and structures located or to be located thereon. "Tax Compliance Certificate"means the certificate delivered by the County as of the date of execution and delivery of this Lease, containing statements as to facts and expectations which are material for purposes of the excludability of the interest component of Base Rentals from gross income under the Code. ARTICLE II REPRESENTATIONS, COVENANTS AND WARRANTIES Section 2.01. Representations, Covenants and Warranties of the County. The County represents,covenants and warrants as follows: (a) The County is a body corporate and politic of the State, duly organized and existing under the laws of the State. The County is authorized to enter into the transactions contemplated by the Site Lease and this Lease and to carry out its obligations 5 4852-0993-54713 under this Lease. The County has duly authorized and approved the execution and delivery of this Lease and the Site Lease. (h) The County agrees that it will apply the Rental Payment to the Project. (c) The Project is necessary, convenient, in furtherance of and will at all times be used in connection with the County's governmental and proprietary purposes and functions and is in the best interests of the citizens of the County, and no material portion of the Project will be used directly or indirectly in any trade or business carried on by any person other than a political subdivision or governmental unit of the State. (d) Neither the execution and delivery of the Site Lease or this Lease, nor the fulfillment of or compliance with the terms and conditions of this Lease or the Site Lease, nor the consummation of the transactions contemplated hereby or thereby, conflicts with or results in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which the County is now a party or by which the County or its property is bound, or violates any statute, regulation, rule, order of any court having jurisdiction, judgment or administrative order applicable to the County, or constitutes a default under any of the foregoing, of results in the creation or imposition of any lien or encumbrance whatsoever upon any of the property or assets of the County, except for Permitted Encumbrances. (c) There is no litigation or proceeding pending or threatened against the County or any other person affecting the right of the County to execute this Lease or the Site Lease, or the ability of the County to make the payments required hereunder or to otherwise comply with the obligations contained herein. (f) With respect to the Leased Property, (i)no dangerous, toxic or hazardous pollutants, contaminants, chemicals, waste, materials or substances, as defined in or governed by the provisions of any federal, state or local law, statute, code, ordinance, regulation, requirement or rule relating thereto (collectively, "Environmental Regulations"), and also including urea-formaldehyde, polychlorinated biphenyls, aeheetoa- asbestos containing materials. nuclear fuel or waste. radioactive materials. evnlosives. eareinepens and fetrMeum products, or any other waste, material, tuhstance, pollutant or contaminant which would subject the owner of the I eased Property to any damages. penalties or liabilities under any applicable Environmental Regulation (collectively, "Hazardous Substances") are now or,to the best knowledge of the County. after due inquiry, have been stored, located, generated, produced, processed, treated, transported, incorporated, discharged, emitted, released, deposited or disposed of in, upon, under, over or from the Leased Property in violation of any Environmental Regulation; (ii) no threat exists of a discharge, release or emission of a Hazardous Substance upon or from the Leased Property into the environment; (iii)the Leased Property has not been used as or for a mine, landfill, a dump or other disposal facility, industrial or manufacturing facility; (iv)no violation of any Environmental Regulation now exists relating to the Leased Property, no notice of any such violation or any alleged violation thereof has been issued or given by any governmental entity or agency, and there is not now any investigation or report involving the Leased Property by any 6 4852.0993-5472 3 governmental entity or agency which in any way relates to Hazardous Substances;(v)no person, party or private or governmental agency or entity has given any notice of or asserted any claim, cause of action, penalty, cost or demand for payment or compensation, whether or not involving any injury or threatened injury to human health, the environment or natural resources,resulting or allegedly resulting from any activity or event described in (i) above; (vi) there are not now any actions, suits, proceedings or damage settlements relating in any way to Hazardous Substances,in,upon,under,over or from the Leased Property; (vii) the Leased Property is not listed in the United States Environmental Protection Agency's National Priorities List of Hazardous Waste Sites or any other list of Hazardous Substance sites maintained by any federal, state or local governmental agency; and (viii)the Leased Property is not subject to any lien or claim for lien or threat of a lien in favor of any governmental entity or agency as a result of any release or threatened release of any Hazardous Substance. (g) The County has experienced no material adverse change in its financial condition since December 31,2017. (h) The County has never failed to appropriate or defaulted in any material respect under any of its payment or performance obligations or covenants, either under any municipal lease of the same general nature as this Lease, or under any of its bonds, notes or other obligations of indebtedness for which its revenues or general credit are pledged. (i) The County has implemented and maintains in effect policies and procedures designed to ensure compliance by the County and its directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the County and its officers and employees and, to the knowledge of the County, its directors and agents,are in compliance with Anti-Corruption 1 aws and applicable Sanctions in all material respects. None of(a) the County or to the knowledge of the County, any of its directors,officers or employees, or (b)to the knowledge of the County, any agent of the County that will act in any capacity in connection with or benefit from the Site Lease or this Lease, is a Sanctioned Person. Neither the Site Lease, the Lease, any borrowing hereunder,the use of proceeds or other transaction contemplated by the Site Lease or this lease will violate any Anti-Corruption Law or applicable Sanctions. (j) The County will maintain in effect and enforce policies and procedures designed to ensure compliance by the County and its directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions. (k) The County shall not use, and shall procure that its directors, officers, employees and agents shall not use, the proceeds of the Site Lease or the Lease, the Project or the Leased Property (A) in furtherance of an offer, payment,promise to pay,or authorization of the payment or giving of money,or anything else of value,to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned. Person, or in any Sanctioned Country, or (C) in any manner that would result in the violation of any Sanctions applicable io any party hereto. Notwithstanding any provisions to contrary 7 4952-099334723 contained herein, any violation of this provision shall constitute an immediate Event of Default hereunder. Section 2.02. Representations and Covenants of ZB. LB represents and covenants as follows: (a) ZB has all requisite power to acquire legal interests in the Leased Propcny and to execute, deliver, enter into and perform the transactions contemplated by this Lease and the Site Lease and to carry out its obligations under this Lease and the Site Lease, and has duly executed and delivered the Site Lease, as lessee, and this Lease, as lessor. (h) Except as expressly provided in this Lease, ZB will not, except to its successors by merger or its affiliates, pledge or assign its right,title or interest in and to any of its rights under this Lease, or assign, pledge, mortgage, encumber or grant a security interest in its right, title or interest in, to or under this Lease or the Leased Property. LB represents that neither the Lease nor any interest therein will be transferred or resold except in compliance with Section 15.05 hereof. (c) Except as specifically provided in this Lease and the Site Lease, 113 will not assign its rights or delegate its obligations under this Lease or the Site lease to any other person so as to impair or violate the representations, covenants and warranties contained M this Section 2.02. (d) There is no litigation or proceeding pending or threatened against ZB or any other person affecting the right of ZB to execute this Lease or the Site Lease and to perform its obligations hereunder and thereunder. (e) ZB aekmowlcdges that the obligations of the County under this Lease are payable solely from the Revenues wider this Lease and shall not constitute or she Use to a general obligation or multiple fiscal year direct or indirect debt or other financial Ool1L'ahoa wlldlsocYer of the County within the uiean,nb or icy constitutional or statutory nfovisicn or limitation nor tl 111i10Ua{UI] chwgo r reyuircmcnt aywnsi the Cfnanty in .ny Pncwnu Fiscal Tear Iryonu tilt) l iatXil Twr slating when thin beano &hats be se .cite., I11 further acknowledges that the County may elect not to ropy them be tse by de4nnintl to budget and appropriate funds sufficient to meet its next Fiscal Year's Base Rentals and Additional Rentals, and that the acts of budgeting and appropriating funds are legislative acts and, as such,are solely within the discretion of the Board. ARTICLE UI LEASE OF LEASED PROPERTY LB demises and leases its leasehold interest in the Leased Property to the County,and the County leases ZB's leasehold interest in the Leased Property from ZB, in accordance with the provisions of this Lease, subject only to Permitted Encumbrances, to have and to hold for the Lease Term ZB and the County acknowledge that (i)the County owns fee title to the Leased 8 4852-0993.5412 3 Property,(ii)the County has leased the Leased Property to 11.1 under the Site Lease,and (iii)this Lease constitutes a sublease of the Leased Property from ZB to the County. ARTICLE IV LEASE TERM Section 4.01. Duration of Lease Term; County's Annual Right To Renew Lease. The Lease Term shall commence as of the date hereof and continue through the last day of the current Fiscal Year of the County. Subject to the provisions of Section 4.02 hereof, the Lease Term may be renewed at the end of the Original Term and at the end of each renewal term thereafter for a term of twelve months coinciding with the next succeeding Fiscal Year of the County; provided, however, that the Lease Term may be continued, solely at the option of the County, for no more than twenty (20) additional terms. The County shall have the tight to annually renew the Lease Term unless (a)the County gives written notice to ZB not less than 30 days prior to the end of the Original Term or the then current Renewal Term of the County's intention not to renew this Lease at the end of the Original Term or the then current Renewal Term, or (h)an Event of Nonappropriation shall have occurred with respect to a Renewal Term occurring after the Original Term or any then current Renewal Term. The terms and conditions during any Renewal Term shall be the same as the terms and conditions during the Original Term, except for the amount of Base Rentals and Additional Rentals to be paid during such Renewal Term. The Lease Term, including the Original Term and all Renewal Terms, does not exceed the weighted average useful life of the Leased Property or the Project. Except as otherwise provided in Section 4.02 hereof, the exercise of the County's annual option to renew this Lease shall be conclusively determined by whether or not the Board has,on or before the last day of each Fiscal Year, duly enacted an appropriation resolution for the ensuing Fiscal Year which includes (a)sufficient amounts (based upon the County's relevant budget document as it then exists) authorized and directed to he used to pay all the Base Rentals and (b)sufficient amounts (based upon such budget document)to pay such Additional Rentals as are estimated to become due, all as further provided in Section 6.02 of this Lease. The officer of the County at any time charged with the responsibility of formulating budget proposals is hereby directed to include in the annual budget proposals submitted to the Board, items for all payments required under this Lease for the ensuing Fiscal Year, until such time (if any) as the Board has determined not to renew this Lease; it being the intention of the Board that any decision to renew or not to renew this Lease shall be made solely by the lloard and not by any other official of the County. Said officer shall also include in said budget proposal the total amount to be expended by the County during the ensuing Fiscal Year for payment obligations wider all lease-purchase agreements involving real property,including this Lease;and the total amount to be expended by the County during the ensuing Fiscal Year for payment obligations under all lease-purchase agreements other than those involving real property. The County shall, in any event, promptly furnish ZB with copies of its appropriation resolution within seven days after passage and its final annual budget within seven days after the final budget is adopted. If such appropriation measure is not adopted, the County shall notify ZB in writing within thirty (30) days, and as otherwise provided in Section 6.06 hereof. 9 4842-09934472 3 Section 4.02. Termination of Lease Term. The Lease Term shall terminate upon the earliest of any of the following events: (a) the last day of any Fiscal Year during which there has occurred an Event of Nonappropriation pursuant to Section 4.01 and Article VI of this Lease (provided that the Lease Tenn will be deemed to have been renewed and,therefore,not terminated if the Event of Nonappropriation is cured as provided in Section 6.06 hereof); or (h) the conveyance or release of all of the Leased Property to the County upon payment of the Purchase Option Price nr all Base Rentals and Additional Rentals as provided in Section 1 I O2(0 and(b)of this Lease; or (C) an Event of Default and termination of flus Leas' under Article XIII of this Lease. An election not to renew the Lease Term shall terminate all unaccrued obligations of the County under this Lease, and shall terminate the County's rights of possession under this Lease at the end of the last day of the Fiscal Year for which this Lease shall be in effect (except to the extent of the holdover provisions of Section 13.02(d)(i) hereof, and except for any conveyance pursuant to Article XI of this I.ease). All obligations of the County acenred prior to such termination shall be continuing until all such accrued obligations have been satisfied. Except for an event described in subparagraph(b) above, upon termination of this Lease, the County agrees to vacate or surrender possession of the Leased Property to ZB or its assigns for the remaining term of the Site Lease. ARTICLE V ENJOYMENT OF LEASED PROPERTY ZB hereby covenants that the County shall during the Lease Term peaceably and quietly have, hold and enjoy the Leased Property without suit, trouble or hindrance from ZB, except as GAprt5Jly matted or permitted by tib Lease. Zn shalt, at the request and ecea of the County, tt) 1111.% tlJJt a)1?1111ntc11 vi taw, tnucnnut.caunn yr::rs,join and =.,..p..et. n.uy ;n a"y t..x.,t 4ClItR1 In wllttlt tIN Utak gaging nu Apt w .40, ase,,,. ,, .., .,,r.,. ... , t,:,.,, 10001, the imposition uI any taxes or oiler guYelntncntal utuusyg vu vt In con..vct.00 with th, r0,00,i Property. The County also hereby consents to the inspection by ZB of all books, accounts and records maintained by the County with respect to the Leased Property and this I,ease. ARTICLE VI PAYMENTS BY THE COUNTY Section 6.01. Payments To Be Made From Currently Budgeted Expenditures of the County. The County and ZB acknowledge and agree that the Base Rentals and Additional Rentals hereunder during the Original Term and all Renewal Terms, if any, shall be paid from then currently budgeted expenditures of the County, using any legally available funds of the 10 4852.0993.5472 3 County. The County's obligations to pay Base Rentals, Additional Rentals or any other payments provided for under this Lease during the Original Term and all of the Renewal Terms, if any, shall be subject to the County's annual right to renew this Lease (as further provided in Article IV and Sections 6.02 and 6.06 hereof), and shall not constitute a mandatory charge, requirement or liability in any ensuing Fiscal Year beyond the then current Fiscal Year. No provision of this Lease shall be construed or interpreted as a delegation of governmental powers or as creating indebtedness or a multiple-fiscal year direct or indirect debt or other financial obligation whatsoever of the County within the meaning of any constitutional or statutory debt limitation, including without limitation, Article XI, Sections 1, 2 and 6, and Article X, Section 20, of the Colorado Constitution. This Lease shall not directly or indirectly obligate the County to make any payments of Base Rentals or Additional Rental or any other amounts provided for under this I.ease beyond the funds legally available to the County and budgeted and appropriated for its then current Fiscal Year. The County shall be under no obligation whatsoever to exercise its option to purchase ZB's interest in the Leased Property. No provision of this Lease shall be construed to pledge or to create a lien on any class or source of County moneys, nor shall any provision of this Lease restrict the fume issuance of any bonds or obligations of the County payable from any class or source of moneys of the County. Section 6.02. Base Rentals and Additional Rentals. (a) The County shall pay all Base Rentals directly to ZB during the Original Term and all Renewal Terms, on the Base Rental Payment Dates and in the "Total Base Rentals' amounts set forth in Exhibit B, attached hereto and made a part hereof, as it may be amended from time to time hereunder. (h) The County may, at any time pay the then applicable Purchase Option Price related to the Leased Property for the purpose of terminating this Lease and the Site Lease and purchasing ZB's leasehold interest in the Leased Property, as further provided in Article XI of this Lease. The County shall give ZB written notice of its intention to exercise its option not less than 30 days in advance of the date of exercise and shall deposit with ZB or ZB's written designee, on or prior to a Base Rental Payment Date an amount equal to the Purchase Option Price. (c) The County shall have the option to prepay a portion of the principal component of Base Rentals which, in the sole discretion of the County, results in continued fair rental value for the Leased Property. If such prepayment is made in an amount greater than $1,000,000, the remaining outstanding principal balance of the Base Rentals shall be reamortized over the remaining Renewal Terms and the Base Rentals Schedule attached hereto as Appendix B shall be amended accordingly. If such prepayment is made in an amount less than $1,000,000, such prepayment shall be applied first to the principal amount to come dttc on the last Base Rental Payment Date and proceeding in reverse chronological order. Regular payments of Base Rentals shall continue as provided in the Base Rentals Schedule attached hereto as Appendix B, as amended from time to time,until the remaining Lease Balance is paid in full. (d) The County shall pay Additional Rentals during the Original Term and all Renewal Terms, if any, as herein provided. AU Additional Rentals shall be paid by the II 48520993-5472 3 County on a timely basis directly to the person or entity to which such Additional Rentals are owed. If the County's estimates of Additional Rentals for any Fiscal Year are not itemized in the budget required to be furnished to LB under Section 4.01 of this Lease, the County shall furnish an itemization of such estimated Additional Rentals to ZB on or before the last day of such Fiscal Year. Section 6,03. Interest Component. A ponion of each payment of Base Rentals is paid as,and represents payment of, interest,and Exhibit B hereto, as it may be amended from time to time hereunder, sets forth the interest component of each payment of Base Rentals. Section 6.04. Manner of Payment. 'the Base Rentals and, if paid, the Purchase Option Price, shall be paid by the County by certified funds or other method of payment acceptable to ZB in lawful money of the United States of America as directed in writing by ZB. The obligation of the County to pay the Base Rentals and Additional Rentals, during the Original Perm and each Renewal "l ern, shall be absolute and unconditional, payable from all legally available sources, and payment of the Base Rentals and Additional Rentals shall not be abated through accident or unforeseen circumstances, or for any other reason, including without limitation, any acts or circumstances that may constitute failure of consideration, destruction of or damage to the Leased Property,commercial frustration of purpose, or failure of ZB to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with this Lease, it being the intention of the parties that the payments required by this Lease will be paid in full when due without any delay or diminution whatsoever, subject only to the special and limited nature of the County's obligation to make payments hereunder as set forth in Section 6.0I above, and further subject to the County's tights under Sections 7.02 and 8.04 hereof with respect to certain Additional Rentals. Notwithstanding any dispute between the County and ZB, the County shall,during the Original Term and all Renewal Teens, make all payments of Base Rentals and Additional Rentals when due and shall not withhold any Base Rentals or Additional Rentals pending final resolution of such dispute(except to the extent permitted by Sections 7,02 and 8.04 hereof with respect to certain Additional Rentals\ nor shall the County assert any right of set-off or counterclaim against its obligation to make such payrnen4s required hereunder No action or inaction on the part of 7,B shall affect the all na<e Renlala AAA Adr[ittonn[ Rentnlc (exceni 10 fir ant t.y a M ,mi R OA Lerenf.,,d[k re<nor$M Melnln atiriitlnnnl Aenta[S1. uutIrw [Ile Lcn,.c Tcna Section 6.05. Expression of County's Need for the leased Properly: Certain Findings. As of the date of this Tease, the County declares its current need for the Leased Property, that the leasing of the Leased Property is beneficial to the County, and that the Leased Property is necessary and essential to the County's purpose and operations. it is hereby declared to be the present intention and expectation of the Board that this Lease will be renewed annually until the County has acquired ZB's interest in the Leased Property pursuant to this Lease:but this declaration shall not be construed as contractually obligating or otherwise binding the County or any Board following the end of the Original Term. The County hereby determines that the Base Rentals due hereunder during the Lease Term represents the fair value of the use of the Leased Property. The County hereby determines 12 4M-0991-54721 that the Base Rentals do not exceed a reasonable amount so as to place the County under an economic compulsion to renew this Lease. In making such determinations, the County has given consideration to the estimated current value of the Leased Property, the uses and purposes for which the Leased Property will be employed, the benefit to the citizens and inhabitants of the County, and the use and occupancy of the Leased Property pursuant to the terms and provisions of this Lease and the Site Lease, Section 6.06. Nonappropriation. In the event that the Board shall not specifically budget and appropriate, on or before the last day of each Fiscal Year, moneys to pay all Base Rentals and the reasonably estimated Additional Rentals coming due for the next ensuing Fiscal Year as provided in Section 4.01 hereof and this Article, an Event of Nonappropriation shall be deemed to have occurred,subject,however,to each of the following provisions. (a) ZB shall declare an Event of Nonappropriation on any earlier date on which ZB receives specific written notice from the County that this Lease will he terminated. (b) ZB shall waive any Event of Nonappropriation which is cured by the County by the tenth Business Day of the Fiscal Year in respect of which the Event of Nonappropriation has occurred. (c) ZB shall waive any Event of Nonappropriation which is cured by the County, within ten days of the giving of notice by ZB as provided in (a) above, by inclusion in a duly enacted appropriation resolution, (i)by specific line item, amounts authorized and directed to be used to pay all Base Rentals and (ii) sufficient amounts to pay reasonably estimated Additional Rentals coming due for such Fiscal Year. In the event that during any Fiscal Year, any Additional Rentals shall become due which were not included in a duly enacted appropriation resolution then. in the event that moneys are not specifically budgeted and appropriated to pay such Additional Rentals within 45 days subsequent to the date upon which such Additional Rentals are due, an Event of Nonappropriation shall he deemed to have occurred (subject to waiver by ZB as hereinbefore provided). Notwithstanding any provision to the contrary herein, if an Event of Nonappropriation occurs, the County's rights to occupy and possess the Leased Property under this Lease shall terminate at the end of the last day of the Fiscal Year fbr which this Lease shall be in effect, and the County shall be obligated to make payments of Base Rentals and Additional Rentals during such Fiscal Year for which an appropriation has been made, but shall not be obligated to make payment of the Base Rentals, Additional Rentals or any other payments provided for herein which accrue after the end of the last day of the Fiscal Year for which this Lease shall be in effect; provided, however, that, subject to the limitations of Sections 6.01 and 1303 hereof, the County shall continue to be liable for holdover rent equal to the Base Rentals and Additional Rentals allocable to any period during which the County shall continue to occupy, use or retain possession of the Leased Property, beginning with the first day of the Fiscal Year in respect of which the Event of Nonappropriation occurs. The County shall in all events vacate or surrender 13 4852 09935472 3 possession of the Leased Property by the tenth Business Day of the Fiscal Year in respect of which the Event of Nonappropriation has occurred. After the tenth Business Day of the Fiscal Year with respect to which an Event of Nonappropriation has occurred. ZB may proceed to exercise all or any Lease Remedies, All property, funds and rights acquired by ZB upon the termination of this Lease by reason of an Event of Nonappropriation as provided herein, including, without limitation, holdover rent, due and owing to ZB, shall be held by ZB and applied to the amounts owing under this Lease. ARTICLE VII TITLE TO THE LEASED FROBERLY; LIMITATIONS ON ENCUMBRANCES Section 7.01. Title to the Leased Property; Title insurance. 'Gide to the Leased Property shall remain in the County,subject to the Site Lease and this Least In connection with the execution and delivery of this Lease, ZB shall receive a standard mortgagee's title insurance policy, issued to ZB, insuring ZB's leasehold interest in the Leased Property pursuant to the Site Lease, subject only to Permitted Encumbrances. Such commitment for such policy shall be delivered to LB concurrently with delivery of this Lease and the policy shall be delivered to ZB as soon as practicable thereafter, Section 7.02. No Encumbrance, Mortgage or Pledge of'Leased Property Except as may be permitted by this Lease, the County shall not permit any mechanic's or other lien to remain against the Leased Property; provided that, if the County shall first notify ZB of the intention of the County to do so, the County may in good faith contest any mechanic's or other Lien filed or established against the Leased Property, and in such event may permit the items so contested to remain undischarged and unsatisfied during the period of such contest and any appeal therefrom unless ZB shall notify the County that, in the Opinion of Counsel, by nonpayment of any such items!B's leasehold interest in the Leased Property will be materially endnnaei d. nr the Legged Property Or any part 1ncuc01 will De ouUjecl to 1oss yr lo=tetture) rn Jim+ avant tkn County emu nrnnnlla pay inti Mr to Pu Jllll01114 gag Yravharpca at 9.4 en .!north! ,Ferns totatdnd. hOttl0Ver. IN cum payment oil Ili)[ UulltllttUtG a YTalYvl vCwr continue to contest such Items). ill Mil COOper2le fully with me (Aunty m imy ouch GV/I1991) upon the request and at the expense of the County. Except as may be permitted by this I talc, 113 shall not directly or htdheedy create, incur, assume or suffer to exist any mortgage. pledge, Ileo) charge, encumbrance or claim on or with re pect to the Leased Property, except Permitted Encumbrances. The County and ZB :,hall promptly, at their own respective expense. take cuch action na may be necessary to duly discharge any such mortgage, pledge, lien. charge. encumbrance or claim not excepted above which each shall respectively have created, incurred, or suffered to exist. 14 4135211903 <4723 ARTICLE VIII MAINTENANCE; TAXES;INSURANCE AND OTHER CHARGES Section 8.01. Maintenance of the Leased Property by the County. The County agrees that at all times during the Lease Term the County will maintain, preserve and keep all portions of the Leased Property or cause the Leased Property to be maintained, preserved and kept, in good order and condition,and that the County will from time to time make or cause to be made all necessary and proper repairs, except as otherwise provided in Section 9.013 of this Iease. ZB shall not have any responsibility for such maintenance or repairs or for the making of any additions, modifications or replacements to the Leased Property so long as this Lease is in full force and effect. Section 8.02. Modification of the Leased Property, Installation of Furnishings and Machinery of the County. The County shall have the privilege of making substitutions, additions, modifications and improvements to any portion of the Leased Property, at its own cost and expense: and the same shall be included under the terms of this Lease and the Site Lease and shall become part of the Leased Property; provided, however, that such substitutions, additions, modifications and improvements shall not in any way damage the Leased Property or cause the Leased Property to be used for purposes other than lawful governmental or proprietary functions of the County (except to the extent of subleasing permitted under Section 12.01 hereof); and provided that the Leased Property,as improved or altered,upon completion of such substitutions, additions, modifications and improvements, shall be of a value not less than the value of the Leased Property immediately prior to making such substitutions, additions, modifications and improvements. The County shall provide written notice to ZB of any material additions, modifications or improvements that are made to any portion of the Leased Property. The County may also, from time to time in its sole discretion and at its own expense, install machinery, equipment, and other tangible personal property in or on any Leased Property. All such machinery, equipment, and other tangible personal property shall remain the sok property of the County in which ZB shall have not any interest; provided,however,that any such machinery, equipment, and other tangible personal property which becomes permanently affixed to any Leased Property shall be included in the Leased Property pursuant to the Site Lease and this Lease, in the event ZB shall reasonably determine that the Leased Property would be materially damaged or impaired by the removal of such machinery, equipment, or other tangible personal property. The County shall not make any substitutions of real property constituting all or any portion of the Leased Property without the prior written consent of ZB. The County and ZB acknowledge that any maintenance, repairs or replacement of' fixtures does not constitute substitution of Leased Property under this Lease. Section 8.03. Reserved. Section 8.04. Taxes,Other Governmental Charges and Utility Charges. In the event that the Leased Property or any portion thereof shall, for any reason, be deemed subject to taxation, assessments or charges lawfully made by any governmental body,the County shall pay 15 985,-09935472 3 the amount of all such taxes, assessments and governmental charges when due, as Additional Rentals. With respect to special assessments or other governmental charges which may be lawfully paid in installments over a period of years, the County shall be obligated to provide for Additional Rentals only for such installments as are required to be paid during the ensuing Fiscal Year. Except for Permitted Encumbrances, the County shalt not allow any liens for tuxes, assessments or governmental charges to exist with respect to the Leased Property or any portion thereof(including, without limitation, any taxes levied upon the Letured Property or any portion thereof wh1Ch, it not paid, will become a charge on the rentals and receipts from the Leased Property or any portion thereof, or any interest therein, including the interest of ZI3), or the Ientals mai revenues derived therefrom or hereunder,except that nothing herein shall prevent the County from contesting in good faith any such taxes, assessments or governmental charges, unless, in an Opinion of Counsel, the interest of 71t in the Leased Property would thereby he impaired. The County shall also pay as Additional Rentals, as the same respectively become due,all utility and other charges incurred in the maintenance and upkeep of the Leased Property. Section 8.05. Provisions Regarding Liability,Property and Worker's Compensation Insurance. Upon the execution and delivery of this Lease, the County shall, at its own expense, cause casualty and property insurance to be carried and maintained with respect to the Leased Property in an amount at least equal to the full replacement value of improvements included in We Leased Property, Such IIL4urance pldicy or policies shall be maintained with companies that ere sausfaCIOry to ZLi, Such insurance policy ma) have a deductible clause in ,tn amount not to exceed $1l)14000 or Duch Sr eater amount as is approved in writing by Zn. Wit, the prior written consent of Zn, the County may, in its discretion, insure thy t.=axed Property under blanket insurance policies which insure nor only the Leased Property, but other property as wen, as long us such blanket insurance polices otherwise comply with the requirements hereof Any property damage insurance policy required by this Section g 05 shall be so written or endorsed as to show Zit as an additional insured In the event that improvements are constructed uncut the Leased Property, any property damage insurance policy required by this Section LOS shall he so written or endorsed as to show ZR as loss payee and/or additional insured, and to make losses exceeding $100,000, if any,payable to the County and /R, as their respective interests may appear. r'pon the eseruilnn and dalivory of this [pace. the County t shall, at its own expense, €.aa v „...34;c inh;i..s. :...nr.,rv_ Inclt,d,ns hisnlret eantrMtml hnhiiftt' nr Ctititilc cainraCrdai l,ahititr in nr.,nce fin phi., Leask- ani PULL nrgc;atal errors MA mnttesiane eovenlWlL to be canted and maintained win, respect to the acalvldes to be undertaken Ity fit& Cmnllty vtd !IC Offlccra,Vtlictals, atjcnts and employees in connection with the use and pnasessinn of the I eased Propene. Ail su..it policies rothcr thun titers and omissions) shall chow the County and all officers and employees thereof, and ZB as additional insureds. Such coverage shall be in amounts not less than the limits of liability per occurrence set by the Colorado Governmental Immunity Act as the same may from time to time be amended, to a$1,000,000 annual aggregate, for claims to which the defense of sovereign immunity applies. The public liability insurance required by this Section 8,05 may be by blanket insurance policy or policies. If the County shall insure against similar risks by self-insurance, the County, at its election and in accordance with the standards of the State relating thereto, may in lieu of obtaining policies for casualty and property, and public liability insurance coverage as required by this Section 8.05 provide one or more such coverages by a selfdnsurance fund so long as the 16 4852 0993-S4723 County provides an annual certification to ZB that the reserves therein are adequate as determined by, in the case of casualty, property, public liability and workers' compensation insurance,the County's risk manager or Insurance Consultant. The County shall provide a certificate of insurance for all insurance policies required under this Section 8.05 or certificates of insurance with appropriate endorsements attached, evidencing that ZB has been named as loss payee andlor additional insured and that the sixty-day notice of cancellation provision is in effect. Such evidence of insurance shall be satisfactory to ZB. Section 8.06. Indemnification. To the extent permitted by applicable law, the County hereby agrees to indemnify and hold harmless LB, its directors, officers, shareholders, employees, agents, and successors from and against any loss, claim, damage, expense, and liability resulting from or attributable to the acquisition, construction, or use of the Leased Property. Notwithstanding the foregoing, ZB shall not be indemnified for any liability to the extent it results from its own gross negligence or willful misconduct. Section 8.07. Granting of Easements. As long as no Event of Nonappropriation or Event of Default shall have happened and be continuing, ZB shall at any time or times, but only upon the written request and at the expense of the County, grant or join in the granting of easements, licenses, rights-of-way(including the dedication of public highways)and other rights or privileges in the nature of easements with respect to any property or rights included in this Lease, free from this Lease and any security interest or other encumbrance created hereunder or thereunder, and ZB shall release or join in the release of existing easements, licenses. rights-of- way, and other rights and privileges with respect to such property or rights, with or without consideration, and shall execute and deliver any instrument necessary or appropriate to confirm and grant or release any such easement, license, right-of-way or other grant or privilege upon receipt of: (a)a copy of the instrument of grant or release;and (b)a written application signed by an Authorized Officer of the County requesting the execution of such instrument by ZB and stating that such grant or release will not impair the effective use or interfere with the operation of the Leased Property. ARTICLE IX DAMAGE,DESTRUCTION AND CONDEMNATION; USE OF NET PROCEEDS Section 9.01. Damage, Destruction and Condemnation. If, during the Lease Term (a)the Leased Property or any portion thereof shall be destroyed (ia whole or in part), or damaged by fire or other casualty; or (b)title to, or the temporary or permanent use of, the I,eased Property or any portion thereof or the estate of the County or ZB in the Leased Property or any portion thereof shall be taken under the exercise of the power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority; or (c)title to or the use of all or any portion of the Leased Property shall be lost by reason of a defect in title thereto;then the County shall be obligated to continue to pay the amounts specified in Section 6.02 of this Lease (subject to Section 6.01 hereof). 17 4852-0993.54723 Section 9.02. Obligation of the County to Repair and Replace the Leased Property. The County and,to the extent such Net Proceeds are within their control,LB,shall cause the Net Proceeds of any insurance policies, performance bonds or condemnation awards to be deposited in a separate trust fund held by 113 or, at ZB's option,an independent escrow agent appointed at the County's expense. All Net Proceeds so deposited shall be applied to the prompt repair; restoration, modification, improvement or replacement of the Leased Property by the County upon receipt of requisitions by ZIS or such eserow agent, in a form acceptable to LB signed by an Authorized Officer of the County stating with respect to each payment to be made; (a)the requisition number; (b) the name and address of the person, firm or corporation to whom payment is due; (c)the amount to be paid; and (d) that cach obligation mentioned therein has been properly incurred, is a proper charge against the separate trust fund and has not been the basis of any previous withdrawal and specifying in reasonable detail the nature of the obligation, accompanied by a bill or a statement of account for such obligation. Section 9,03. Insufficiency of Net Proceeds. If the Net Proceeds (plus any amounts withheld from such Net Proceeds by reason of any deductible clause)shall be Insufficient to pay in full the cost of any repair, restoration, modification, improvement or replacement of the Leased Property required under Section 9.02 of this Lease, the County may elect to: tu) complete the work or replace such Leased Properly (or portion thetcof) with similar property acceptable to ZA and having a value equal to or in excess of the value of such Leased Property or portion thereof and pay as Additional Rentals, to the extent amounts for Additional Rentals which have been specifically appropriated by the County arc available for payment of such cost, any cost in excess of the amount of the Net Proceeds, and the County agrees that, if by reason of any such insufficiency of the Net Proceeds, the County shall make any payments pursuant to the provisions of this Section 9 03(a). the County shall not he entitled to any reimbursement therefor from Z$ nor shall the County be entitled to any diminution of the Base Rentals and Additional Rentals payable under Section 6.02 of this tease; or th; apply the Net Proceeds to the payment of the Purchase Option Price in A,&le MI of this I AMA In rho evont of an inCutTidenfy of the Net n..,_«,f.. t'. „mt. ,...rz,,,.,.- IJ,.• tlasst,. =1„8. ntkj#t to tks lltnttntmne fit XP@unn 001 t,,.,s_„P ea, „st, ,,,...,.,.,r.: as may Its, assaasnn, to Awl that unction At INP Flu1'PtlgP Option Price which is Atte:6nted to tint Laced Properly for which the Net PmsesdQ have been received (as certified to ZR by the County); and in the event the Net Proceeds shall exceed such portion of the Purchase Option Price, such excess shall be retained by the County; or (e) if the County does not timely budget and appropriate sufficient funds to proceed under either (a) or (b) above, an Event of Nonappropriation will be deemed to have occurred and, subject to the County's right to cure, ZB may pursue remedies available to it following an Event of Nonappropriation. the above referenced election shall be made by the County within 90 days of the occurrence of an event specified in Section 9,01 of this Lease. 18 4X51 o993-5472 3 If the County elects to replace the Leased Property with similar property pursuant iv subparagraph (a) above, the County shall first obtain the written consent of ZB prior to such substitution. Section 9.04. Cooperation of ZB. At the expense of the County, ZB shall cooperate fully with the County in filing any proof of loss with respect to any insurance policy or performance bond covering the events described in Section 9.01 of this Lease and in the prosecution or defense of any prospective or pending condemnation proceeding with respect to the Leased Property or any portion thereof and in the enforcement of all warranties relating to the Leased Property. In no event shall ZB voluntarily settle, or consent to the settlement of, any proceeding arising out of any insurance claim, performance or payment bond claim, prospective or pending condemnation proceeding, or any portion thereof without first obtaining the written consent of the County. Section 9.05. Condemnation by the County. The County agrees that, to the extent permitted by law, in the event it brings an eminent domain or condemnation proceeding with respect to all or any portion of the Leased Property, the fair market value of the condemned portion of the Leased Property shall be not less than the Purchase Option Price. ARTICLE X DISCLAIMER OF WARRANTIES; OTHER COVENANTS Section 10.01. DLvclaimer of Warranties. ZB DOES NOT MAKE ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE. VALUE, DESIGN, CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR FITNESS FOR USE OF TILE LEASED PROPERTY OR ANY O TITER REPRESENTATION OR WARRANTY WITH RESPECT TO THE LEASED PROPERTY. THE COUNTY HEREBY ACKNOWLEDGES AND DECLARES THAT, FOR SO LONG AS THE COUNTY HAS NOT VACATED AND SURRENDERED TILE LEASED PROPERTY, THE COUNTY IS SOLELY RESPONSIBLE FOR THE USE, IMPROVEMENT, EQUIPPING, MAINTENANCE AND OPERATION OF THE LEASED PROPERTY, AND THAT ZB DOES NOT HAVE ANY RESPONSIBILITY THEREFOR. For the purpose of enabling the County to discharge such responsibility, ZB appoints the County as its attorney in fact solely for the purpose of constructing, improving, equipping, maintaining and operating the Leased Property, and asserting and enforcing, at the sole cost and expense of the County, all constructor's or manufacturer's warranties and guaranties, express or implied, with respect to the Leased Property, as well as any claims or rights ZB may have in respect of the Leased Property against any manufacturer, supplier, contractor or other person. In no event shall ZB be liable for any direct or indirect, incidental, special or consequential damage in connection with or arising out of this Lease or the existence, furnishing, functioning or use by the County of any item, product or service provided for herein. Section 10.02. Further Assurances and Corrective Instruments. ZB and the County agree that they will, Trout time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as 19 485'1-099744723 may reasonably be required for correcting any inadequate or incorrect description of the Leased Property hereby leased or intended so to be, or for otherwise carrying out the intention hereof, Section 10.03. Compliance With Requirements. During die Lease Term, the County and ZB shall observe and comply promptly to the extent possible with all current and future orders of all courts having jurisdiction over the Leased Property or any portioc thereof, provided that the County or ZB may contest or appeal such orders so long as they are in compliance with such orders, and all current and future requirements of all insurance companies writing policies covering the Leased Property or any portion thereof;during the contest or appeal period Section 10.04. Tax Covenant of County The County covenants for the benefit of ZB that it tsill not take any action or omit to take any action with respect to this Lease,the proceeds of the Site Lease or this lease, any other funds of the County or any facilities financed or refinanced with the proceeds of the Site Lease or this Lease (except for the possible exercise of the County's right to terminate this Lease as provided herein) if such action or omission (1)would cause the interest component of the Base Rentals to lose its exclusion from gross income fur federal income tax purposes under Section 103 of the Internal Revenue Code, or (ii)would cause the interest compnnent of the Base Rentals to lose its exclusion from alternative minimum taxable income as defined in Section 55(b)(2) of the Internal Revenue Code, of (iii) would cause the interest component of the Base Rentals to lose its exclusion from Colorado taxable income or to lose its exclusion from Colorado alternative minimum taxable income under present Colorado law, Subject to the County's tight to terminate this Lease as provided herein, the foregoing covenant shalt remain in full force and effect, notwithstanding the payment in full Of the Lease, until the date on which all obligations of the County in fulfilling the above covenant under the Internal Revenue Code and Colorado law have been met. In furtherance of this Covenant, the County agrees to comply with the procedures and requirements set forth in the Tax Compliance Certificate. Section 10.05. Reserved. Section 10.116. Immunity. In the exercise of the rights of ZB by its officers,employees reel paeete midst thin I odea and the Site Ince- including (WI[hnlll HOME ME thG [ouzo=OKI IIID •,:rliAliu m A# tuafsnue Mid rho tnvtectmenl ni tllrflt ft1 �tf�ll nnl IF nccnmatil[ Hi (tic 1911111(1 i,ni onto an4lnn fabat1 tw (+MMOWCtd With tnetnot t(I IAN I PSII'P (1f EV 11IC I.C"11.1C Mr a OI 11I nun, employees and agents reasonably believed by it or then) to he Authorized of Within llle dtscicuvn or rights or powers conferred under this Lease or the Site Lease. ZB and its officers, employees and agcn15 shot) be pit/meted in its Or their actions taken in reliance upon any paper or documents believed by 11 yr them to be 6cnume and consistent with their rights or powers under dist ease PI dl; Sit; L;asci and a or they may cunclusisely rely upon the advice of Counsel. and may (but uccd not) reduire runner evidence of any fact ea matter before taking any action No recourse 511411 be bad by the County /Or any claims based on the provisions of this Lease or the Sim t.ease against any employee or agent of Zn alleging personal liability on the part or such penton Section 10.07. Access to Leased Property. The County agrees that Al and its authorised representatives shall have the riglif at all reasonable times to examine and inspect the Leased Property and the County's hooks and records with respect thereto. The County further agrees that Zft and any quell representative shall have such rights of access to the leased 2U 4e3)4)993-e4n 3 Property as may be reasonably necessary to cause the proper maintenance of the Leased Property in the event of failure by the County to perform its obligations under this Lease. Section 10.08. Audited Financial Statements. The County shall provide its audited financial statements to ZB,annually, within 240 days after the close of the County's Fiscal Year, but in no event prior to their acceptance by the Board, Also,during the Lease Term, the County covenants and agrees to provide ZB, as soon as prarlicable when they are available(1)a copy of the County's final annual budget for each fiscal year; and(ii)any other financial information ZB may reasonably request form time to time. Section 10.09. Environmental Covenant. The County shall not store, locate, generate, produce, process, treat,transport, incorporate, discharge, emit, release, deposit or dispose of any Hazardous Substance in, upon, under, over or from the Leased Property in violation of any Environmental Regulation, shall not permit any Hazardous Substance to be stored, located, generated, produced, processed,treated, transported, incorporated,discharged, emitted, released. deposited, disposed of or to escape therein, thereupon, thereunder, thereover or therefrom in violation of any Environmental Regulation, shall cause all Hazardous Substances to be properly removed therefrom and properly disposed of in accordance with all applicable Environmental Regulations, shall not install or permit to be installed any underground storage tank therein or thereunder in violation of any Environmental Regulation and shall comply with all other Environmental Regulations which are applicable to the Leased Property. In the event any Hazardous Substance is found upon, under, over or from the Leased Property in violation of any Environmental Regulation or if any lien or claim for lien in favor of any governmental entity or agency as a result of any release of any hazardous Substance is threatened,the County,at its sole cost and expense,shall,within ten days of such finding,deliver written notice thereof to ZB and shall promptly remove such Hazardous Substances and prevent the imposition of any liens against the Leased Property for the cleanup of any Hazardous Materials. Such removal shall be conducted and completed in compliance with all applicable federal, state and local laws, regulations, rules, ordinances and policies in accordance with the orders and directives of all federal,state and local governmental authorities. To the extent permitted by law,the County further agrees to reimburse ZB for any and ail claims, demands,judgments, penalties, liabilities, costs, damages and expenses, including court costs and attorneys' fees directly or indirectly incurred by Z.B in any action against or involving ZB, resulting from any breach of the foregoing covenants or the representations and warranties in Section 2.01(t) hereof, or from the discovery of any Hazardous Substance, in, upon, under or over,or emanating from, the Leased Property. The representations and warranties in Section 2.01(f) hereof and the covenants of this Section 10.09 shall be deemed to be fer the benefit of ZB and any successors and assigns of ZB permitted hereunder. 21 4W-09934472 3 ARTICLE XL PURCHASE AND CONVEYANCE OF THE LEASED PROPERTY; RELEASE ON LEASED PROPERTY Seelion 11.01. Purchase Option. The County snail have the option to purchase the interest of ZB in the Leased Property andall fixrures, permanent improvements and strncmrns located thereon, and terminate this Lease, but only if it is not then in default under this [case. The County may exercise its option on any date by compLying with one of the conditions set forth in Section 11.02. The County shall g.ve ZB notice of its intention to exercise its option not less than 30 days to advance of the date of exercise, If the County shall have given notice to ZB of its intention to purchase the Leased Property, but shall not hat e deposited the amounts with ZR on the date speeined in such under, the County shall continue to pay Base Rentals as if no such notice had }been given Section 11.02. Conveyance or Release of the Leased Yroperty. (a) ZB shall Transfer and convey vt Wenn the Lcascd eropeny to the County in the manner provided IOC in Seclluti I I.QJ of this Leas, provided, howc.c,, that prior to such transfer and conveyance, caber. (t) on any date, the County .hall have paid the then applicable I'uzchase Option Price, or (ii) no Event of Default shall have occurred and be continuing, and the County shall have paid all Base Rentals set forth in Exhibit B hereto and all then current Additional Rentals required to be paid hereunder, in which case ZB shall transfer and convey ZB's interest in the Leased Property to the County, The County is hereby granted the option to Iermuiate this Lease and to purchase the interest of ZB in the Leased Propcny upon payment by the County in compliance with this Section I LUZ, of the t s1a1pplicable t'wenu>,. option Price. h is the tn,e„t nr this Section to I)ttlVIUC tot am) WjVty Ltic Lcivo.a ',r clic Exhibit A subject to this Lease it file County tan mumv �n Yom;•n nr „n .; ..., respect hereto ands not then in detault hereunder. fruvialun for ulv mama orad "'se Rental payments .hall he deomed to have been made when there is on deposit in a separate escrow account or tenet account held by a bank or escrow agent (I) cash (insured at all tlrnes by the Federal Deposit Insurance Corporation or otherwise collateralized with Federal Securities) in an amount sufficient to make all payrnents specified above, or (2) Federal Sceurities maturing on or before the date or dates when the payments specified above shall become due, the principal amount of which and the interest thereon, when due, is or will be, in the aggregate, sufficient without reinvestment to make all such payments, or (3) any combination of such cash and such Federal Securities the amounts of which and interest thereon, when due, are or will be, in the aggregate, sufficient without reinvestment to make all such payments. Prior to the exercise of the Purchase Option becoming effective pursuant to this Section, there shall have been delivered to ZB a report of an independent firm of nationally recotmized certified public accountants 22 48s1-0993-1472 3 verifying the sufficiency of the escrow established to pay the applicable Base Rental Payments when due in accordance with Exhibit B hereto. Section 11.03. Manner of Release, (a) At the closing of any purchase or other conveyance of ZB's interest in all of the Leased Property pursuant to Section 11.02 of this Lease, ZB shall execute and deliver to the County a Release of Site Lease and Lease, conveying ZB's interest in all the Leased Property to the County and releasing ZB's leasehold interest in all of the Leased Property, as it then exists, to the County subject to the following: (a)Permitted Encumbrances; (b)all liens,encumbrances and restrictions created or suffered to exist by ZB as required or permitted by this Lease; and (c)any lien or encumbrance created by action of the County. ZB shall fully cooperate with the County in executing, delivering and recording such documents as may be necessary to effectuate the provisions of this Section; provided that the County shall pay all reasonable costs,fees and expenses of ZB in connection herewith. ARTICLE XII ASSIGNMENT,SUBLEASING AND USE BY COUNTY Section 12.01. Assignment and Subleasing of the Lease. This Lease may not be assigned by the County for any reason other than to a successor by operation of law. However, the Leased Property may be subleased to any other person or entity,as a whole or in part, by the County, but without the necessity of obtaining the consent of ZB, subject, however, to each of the following conditions: (a) this Lease, and the obligations of the County hereunder, shall, at all times during the Lease Term remain obligations of the County subject to Section 6,01 of this Lease, and the County shall maintain its obligations to Z13.notwithstanding any sublease; (b) the County shall furnish or cause to he furnished to ZB a copy of any sublease agreement; (c) no sublease by the County shall violate the Constitution or laws of the State; (d) no sublease by the County shall result in a violation of the covenants provided in Section 10.04 hereof or the Tax Compliance Certificate; and (e) any sublease of the Leased Property shall provide that it shall automatically terminate upon a termination of this Lease due to an Event of Default or an Event of Nonappropriation. Notwithstanding the preceding, the County may not sublease the Leased Property for longer than one calendar year without the prior written consent of 7B. 23 457-0993.5472 3 ARTICLE XIII EVENTS OF DEFAULT AND REMEDIES Section 13.01. Events of Default Defined. Each of the following shun be an "'Event of Default"under this Lease: (a) failure by the County to pay, on or before the date due. any Base Rentals or Additional Rentals during the Lease Term; (h) failure by the County to vacate or surrender possession of the Leased Property by the tenth Business Day of the Fiscal Year in respect of which an Event of Nonappropriation has occurred; (c) failure by the County to comply with the terms and provisions of the Site Lease; (d) failure by the County to observe and perform any covenant, condition or agreement on its part to he observed or perfomted hereunder or under any certificates executed and delivered by the County in connection with the execution and delivery of this Lease. other than as referred to in (a) or (b), for a period of 30 days after written notice, specifying such failure and requesting that it be remedied shall be given to the County by Z13, unless ZB shall agree in writing to an extension of such time prior to its expiration; provided, however, that if the failure stated in the notice cannot be corrected within the applicable period, 7,13 shall not withhold its consent to an extension of such time if corrective action is instituted by the County within the applicable period and diligently pursued until the default is corrected. Such consent by 1.13 shall not be unreasonably withheld, or (e) the County (i) files a petition or application seeking reorganization, arrangement under federal bankruptcy law, or other debtor relief under the laws of the State 01 (11)IS the bub)ect of such a petition or application which is not contested by the, COOT. l lie formg001g pruvlammin 01 OLIO aWnon 13.01 aa- collect to On follow:..s ttoa,.al„,., (a)the County shall be obligated to pay the Doc Rentals and Additional Rentals vnly during the Original Term or current Renewal Term. except as otherwise expressly provided in this Lease; and (b)if, by reason of Force Majeure,the County shall be arable in whole or in part to carry out any agreement on its part herein contained, other than the obligations on the part of the County contained in Article VI of this Lease, the County shall not be deemed in default during the continuance of such inability. The County agrees, however, to remedy, as promptly as legally and reasonably possible, the cause or causes preventing the County from carrying out its agreement; provided that the settlement of strikes, lockouts and other industrial disturbances shall be entirely within the discretion of the County. Section 13.02. Remedies on Default. Whenever any Event of Default referred to in Section 13.01 of this Lease shall have happened and he continuing, ZB shall notify the County 24 4852-0993-54723 and, without any further demand or notice, take one or any combination of the following remedial steps: (a) ZB may terminate the Lease Term and give notice to the County to vacate and surrender possession of the Leased Property within ten Business Days of such notice. (b) ZB may proceed to foreclose through the courts on or otherwise sell, trade in, repossess or liquidate ZB's interest in the Leased Property,or any part thereof in any lawful manner; provided, however, that ZB may not recover from the County any deficiency which may exist following the liquidation of ZB's interest in the Leased Property in excess of Base Rentals and Additional Rentals for the then current Fiscal Year and in excess of amounts payable under subparagraph(d)of this Section 13.02. (c) ZB may lease or sublease the Leased Property or any portion thereof or sell any interest Z13 has in the Leased Property. (d) ZB may recover from the County: (i) the portion of Base Rentals and Additional Rentals which would otherwise have been payable hereunder, during any period in which the County continues to occupy,use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the County hereunder during the remainder, after the County vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Default occurs. (e) Z13 may take whatever action at law or in equity may appear necessary or desirable to enforce its rights in and to the Leased Property under the Site Lease and this Lease. Section 1103. Limitations on Remedies. A judgment requiring a payment of money may be entered against the County by reason of an Event of Default only as to the County's liabilities described in paragraph(d) of Section 13.02 of this Lease. A judgment requiring a payment of money may be entered against the County by reason of an Event of Nonappropriation for all amounts that have been appropriated by the County for the payment of Base Rentals and Additional Rentals for the current Fiscal Year and for any additional amounts only to the extent that the County fails to vacate and surrender possession of the Leased Property as required by Section 6.06 of this Lease, and only as to the liabilities described in paragraph(d)(i)of Section 13.02 of this Lease. Section 13.04. No Remedy Exclusive. Subject to Section 13.03 hereof, no remedy herein conferred upon or reserved to ZB is intended to be exclusive,and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof,but any such right or power may be exercised from time to time and as often as may be deemed 25 48$2-0993 54723 expedient. In order to entitle ZB to exercise any remedy reserved in this Article XIII, it shall not be necessary to give any notice,other than such notice as may be required in this Article XIII. Section 13.05. Waivers. ZB may waive any Event of Default under this Lease and its consequences. In the event that any agreement contained herein should be breached by either party and thereafter waived by the other party, such waiver shall he limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder. ARTICLE XIV RESERVED ARTICLE XV MISCELLANEOUS Section 15.01. Sovereign Powers of County. Nothing in this Lease shall he construed as diminishing, delegating, or otherwise restricting any of the sovereign powers of the County, Nothing in this Lease shall be construed to require the County to occupy and operate the Leased Property other than as lessee, or to require the County to exercise its right to purchase ZB's leasehold interest m the Leased Property as provided in Article XI hereof. Section 15.02. Notices, All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed grven when given electronically if promptly confirmed by delivery or mail in the manner provided herein, or when delivered or mailed by certified or registered mail, postage prepaid, addressed as follows: if to the County, Pitkin Count), Colorado, 530 E. Main Street, Suite 304, Aspen, Colorado 81611, Attention: Finance Director; if to ZB, ZB, N.A , 2000 S Colorado Blvd, Ste_ 2-1200, Denver, Colorado 80222, Attention: Patrick Colleran. The County and ZB may,by written notice, designate any further or different addresses to which subsequent notices. certificates or other communications shall be sent. M11UU 15tt1J1 DIUUIIIj Fd(ifb LUh IfigiN 01N11 10009 tv uiv ',ottani V1 and shall by PU1UIUK upUU LEI UUU UN kiUwlq 1010 Wed `epvrutr ettnvirevia waa "441 i ,»�1csy rtvwc..ri to me llmlUUuuJ WI-AMU] al INN 1111 and SWuvn 1 J,vJ vl thw Lwow, Section 15.04. Amendments, Changes and Modifications. Except as otherwise provided in this Lease, this Lease may not be effectively amended, changed, modified or altered without the written consent of the parties hereto. Section 15.05. Assignment by ZB: Registration and Transfer. The County shall serve as registrar for this Lease and the rights to payments hereunder. ZB shall be the initial registered owner of rights to receive payments hereunder. If ZB transfers its rights to receive payments as permitted under this Section,the registrar shall note on this Lease and in the records of the County the name and address of the transferee. This Lease is transferable only by notation on the registration books maintained by the registrar, and is freely transferable provided that ZB and each assignee or transferee agrees that it shall not assign or transfer this Lease or any interest herein, except to a successor by merger or an affiliate, except where: 26 0152.RO-54723 (a) the transferring holder thereof shall first have complied with all applicable state and federal securities laws and regulations; and (b) the Lease is transferred to (i) a transferee who executes and delivers to the County a letter of the transferee substantially to the same effect as that delivered to the County by :TB upon the original execution and delivery of this Lease;or (ii) a transferee who qualifies as a qualified institutional investor;or (iii) a transferee who qualifies as an "accredited investor" within the meaning of Section 2(15)of the 1933 Act; or (iv) a securitization Special Purpose Vehicle ("SPV") the interests in which SPV are sold to institutional investors only;and (c) the transferring holder will not prepare or furnish, or cause to be prepared or furnished,any disclosure regarding the County's finances without the prior review and written consent of the County, in the County's sole discretion. In connection with any transfer or sale the County may require a letter from the transferee to the effect that the transferee is one of the types of entities mentioned in paragraphs(b)(i)through(iv) of this Section 15.05, purchasing for its own account with no present view to resale or other distribution of any interest in this Lease. Section 25.06. Net Lease. This Lease shall be deemed and construed to be a "triple net ]ease." and the County shall, subject to Section 6.01 hereof, pay absolutely net during the Lease Term, the Base Rentals, Additional Rentals and all other payments required hereunder, free of any deductions, and without abatement, deduction or setoff (other titan credits against Base Rentals expressly provided for in this Lease). Section 15.07. Waiver of Jury Trial. ALL PARTIES TO THIS LEASE HEREBY WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY ON ANY MATTER WHATSOEVER ARISING OUT OF, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS LEASE AND THE SITE LEASE Section 15.08. Waiver of Appraisement, Valuation, Etc. To the extent permitted by law, in the case of an Event of Nonappropriation or an Event of Default neither the County not arty one claiming through it shall or will set up, claim or seek to take advantage of any appraisement, valuation, stay,extension or redemption laws now or hereafter in force in order to prevent or hinder the enforcement of the Site Lease or this Lease; and the County, for itself and all who may at any time claim through or under it, hereby waives, to the full extent that it may lawfully do so, the benefit of all such laws. Notwithstanding the foregoing, it is expressly understood that the County cannot and does not hereby waive its right to set up, claim or seek to take advantage of its police powers or its Colorado constitutional or statutory right of eminent domain. 27 4852-09934413 3 Section 15.00. Payments Due on Holidays. If the date for making any payment or the tact day for performance of any act or the exercising of any right, as provided in this Lease, shall he a day other than a Business Day. such payment may he made or act performed or right exercised on the next succeeding Business Day, with the same force and effect as if done on the nominal date provided in this Lease. Section 15.10. Severability. In the event that any pro tsion of this Lease, other than thc requirement of the County to pay Base Rentals in accordance nub Section 6.01 and thc regtnrement of ZB lu provide quiet enjoyment of the Leased Property and to convey its interest IE the Leased Property to the County under the conditions set forth in Article Xr of this Lease. and the requirement that the obligation of the County to pay Base Rentals, Additional Rentals and other amounts under this Lease arc subject to the limitations of Section 6.01 hereof,shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Section 15.11. No Merger. ZB and the County intend that the legal doctrine of merger shall have no application to this Lease and that neither the execution and delivery of the Site Lease by the County and 7,B nor the exercise of any remedies under the Site Lease or this Lease shall operate to terminate or extinguish the Site Lease or this Lease, except as specifically provided therein and herein. Section 15.12. Execution in Counterparts This Leese may be executed in any number of counterparts, each of which shall he deemed to be an original and all of which together shall constitute but one and the same l ease. Section 15.13. Applicable Law. '!'his Lease shall he governed by and construed in accordance with the laws of the State, without regard to conflict of laws principles. Section 15.14. Captions. The captions or headings herein are for convenience only and in 110 way define, limit or describe the scope or intent of any provisions or sections of this Lease. ... 1_ ._ if....1.,,_. .tY..... -12.,1:...,.,1 113 dp52 0993-5497 3 WITNESS the due execution hereof as of the day and the year first mentioned above. N.A., as Lessor ///J�/,�' By� C/e.�' . Authorized Signer )SEAL J PITALN COUNTY, COLORADO as Lessee By Chair, Board of County Commissioners Attest: By Deputy County Clerk [Signature Page to Lease Purchase Agreement) 41152-09935472 WITNESS the due executmn hereof as of the day and the year titst mentioned above. ZB, N A , as Lessor By Authorized Signer .Cnv`T lir [1>1L1.pEAL i PITKIN COUNTY, COLORADO Sa'%. . i as Lessee s °LORIS By Hl.t-ul_ ChiX12✓ Chair, Board of County Commissione,c Attest. Depul County Clerk L51&IIHVNIG ntlYth nv Ableememj 4S$ -nn43 te47 JACOB B. ESKRIDGE NOTARY PUBLIC STATE OF COLORADO STATE OF COLORADO ) NOTARY ID 20134076479 ) Ss. MV COMMISSION EXPIRES DECEMBER 21,2021 CITY AND COUNTY OF DENVER) This instrument was acknowledged before me this 72 day of A. ; s'� 2018, by Patrick Colleran, as authorized signer of ZB,N.A., a corporation organized under the laws of the state of Utah. Witness my hand and official seal. [SEAL) (//// 011, Not he My Commission Expires: 12/2[ /21 4852-0993-5472 STAT' OF COLORADO t COUNTY 1WMilk IN 1 Ihis instrument was acknowledged before me thisn' day of (J',u.': , 2014, by ( tapper, as Chairperson of the Board of County Commissioners 44f Pitkin County, Conrado, and by 'Jeanette Jones, as Deputy County Clerk N mess..1y nand and ofticlat seal. i [SFAU, I `:•tPlaA\IE C.tilAT IHEV'S I / .`,(!:iLi��CC1L�iF.:,t'i . t.a{'4a<i . . (3 r 4 (it , e.^:s.:A402,;.150 Notary Public For the Staie or col My Conin:hsiun Er.p res: '6/2 0 cPc'le .,M IT11 Corn EXHIBIT A DESCRIPTION OF LEASED PROPERTY The Leased Property consists of the Leased Land and the Leased Improvements: 1. Leased Land A PARCEL OF LAND SITUATED IN THE E1/2 SECTION 34, TOWNSHIP 9 SOUTH, RANGE 85 WEST OF THE SIXTH PRINCIPAL MERIDIAN, COUNTY OF PITKIN, STATE OF COLORADO, SAID PARCEL BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE EAST QUARTER CORNER OF SECTION 34, TOWNSHIP 9 SOUTH, RANGE 85 WEST OF THE SIXTH PRINCIPAL MERIDIAN, A FOUND 2 1/2" U.S.G.L.O. BRASS CAP IN PLACE; THENCE N80°11'15"W A DISTANCE OF 1687.66 FEET TO A POINT ON THE NORTHERLY BOUNDARY OF THAT PARCEL DESCRIBED IN RECEPTION NO. 477434 OF THE PITKIN COUNTY CLERK AND RECORDER'S OFFICE, THE POINT OF BEGINNING;THENCE S62°25'00"E ALONG SAID NORTHERLY BOUNDARY A DISTANCE OF 204.85 FEET; THENCE CONTINUING ALONG SAID NORTHERLY BOUNDARY S48°59'07"E A DISTANCE OF 315.23 FEET TO A POINT ON THE SOUTHERLY BOUNDARY OF SAID PARCEL; THENCE LEAVING SAID NORTHERLY BOUNDARY S58°54'07"W ALONG SAID SOUTHERLY BOUNDARY, A DISTANCE OF 839.93 FEET; THENCE CONTINUING ALONG SAID SOUTHERLY BOUNDARY ALONG THE ARC OF A CURVE TO THE LEFT HAVING A RADIUS OF 2204.33 FEET, A CENTRAL ANGLE OF 03°50'57" AND A DISTANCE OF 148.09 FEET (CHORD BEARS N 20`38'48" W 148.06 FEET); THENCE CONTINUING ALONG SAID SOUTHERLY BOUNDARY N18°43'20" W, A DISTANCE OF 337.23 FEET TO A POINT ON THE NORTHERLY BOUNDARY OF SAID PARCEL; THENCE LEAVING SAID SOUTHERLY BOUNDARY N58°54'08"E ALONG SAID NORTHERLY BOUNDARY A DISTANCE OF 88.64 FEET; THENCE LEAVING SAID NORTHERLY BOUNDARY S31°05'55"E A DISTANCE OF 110.04 FEET; THENCE N54°54'08"E A DISTANCE OF 342.00 FEET; THENCE N31°05'55"W A DISTANCE OF 110.04 FEET TO A POINT ON THE NORTHERLY BOUNDARY OF SAID PARCEL; THENCE N58°54'08"E ALONG SAID NORTHERLY LINE A DISTANCE OF 106 86 FEET TO THE POINT OF BEGINNING. COUNTY OF PITKIN, STATE OF COLORADO A/1UA PITKIN COUNTY PUBLIC WORKS AMENDED PITKIN COUNTY PUBLIC WORKS SUBDIVISION EXEMPTION, ACCORDING TO THE PLAT RECORDED NOVEMBER 16, 2004 IN PLAT BOOK 71 AT PAGE 31. COUNTY OF PITKIN, STATE OF COLORADO. A-1 4852-0993-54723 EXHIBIT B BASE RENTALS SCHEDULE Remaining Base Rental Principal Interest Base Rentals Lease Payment Date Component Component Total Balance 05/01/2019 -- $134,639.72 $134,639.72 -- 11M122019 - 11/012019 $205,229 103,128.30 308,35730 56,294,772 05/01/2020 -- 99,711.23 99,711.23 - 11/01/2020 243,574 99,71123 343,285.23 6051,97 05/01/2021 -- 95,655.73 95,655.73 - 11/012021 253685 95,655,73 347,34073 5,799,512 051012022 -- 91,465.17 91,46537 11/01/2022 260,066 91,465 17 351,531,17 5.539,446 05/01/2023 -- 87,135.07 87.135.07 -- 11/012023 268,727 87,13507 3.55,86207 5,270,719 05/012024 -- 87,660.77 82,660,77 -- 11/012024 277,675 82,660,77 360,335.77 4;)93,044 05/01/2025 -- 78,037.48 78,03748 -. 11/012025 286,922 78,0337.48 364,959.48 4,706322 05/01/2026 - 73,260.23 73,260.23 -- Il/012026 296A76 73,260.23 169,73623 4,409,646 05/012027 -- 68,32390 68,323.90 -- 11/012027 306,349 68,323 90 374,672,90 4,103,297 05/01/2028 -- 6322314 63.223 19 -- 11/012028 316,550 63,22319 379,773,19 3,786,747 05/012029 - 57,95264 57,952.64 -- 111012029 327,091 57,95264 385,043.64 3,459,656 05/01/2030 - 57,50657 52,506,57 - 111012030 337,984 52,50657 390,49057 3123672 05/0)/2031 -- 46,879.14 46,879,14 -- 11/01/2031 349238 46,879.14 396,117.14 2,772.434 05;012032 -- 41,06432 41,06432 - 11/01/2032 360,866 41,004,32 401,932.32 2,411.556 05/01/2033 -- 35,055.82 25,055.87 - I[/D12033 372,88'. 35,055,87 407,940.87 211126,661 05/01/203428.64]34 28.847:34 - 11261/2034 185,302 28,847 34 414,140.34 1,653.379 05/01/2035 21,39511 22,39531 11;012035 396,206 23,39531 419,601.31 1,257,173 05/01/2036 - 17,78900 17,78900 -- 11/01/2036 407,419 17,78990 425,20800 849,754 05[012037 - 12,024.02 12,024.02 -- 11/01/2037 418,949 12,024 02 430,973 02 430,805 05/01)2038 -- 6,095 89 6,095.89 - 11/012038 430,805 6,095 R9 436,900,89 'For Base Rentals occurring on and before November 1,2033, the fixed interest rate shall he 3 33%. For Base Rentals occumng on and after November I, 2034, the initial interest rate shall be 2.89%. and beginning on November 1, 2023,the Interest Component amount shall be recalculated for each succeeding five-year period sing the Index Rate cstabliahed nn each Rental Adju hment Date, which Interest Component amount shall be determined as dm:milted below- B-1 4853.09934472 3 Base Rentals on and after April 1,2024 On the last Business Day which is at least fifteen (15) days prior to each Rental Adjustment Date, the Purchaser will recalculate the Interest Component of those Base Rental for the years 2034 through 2038 above based upon the Index Rate as of said date (rounded to the nearest one-hundredth of one percent), to, but not including, the next Rental Adjustment Date. Upon determining the Index Rate for the next succeeding Rental Adjustment Date the Purchaser shall give notification to the County (by telephone or electronic mail) of the rate so determined. Beginning on the Base Rental Payment Date next succeeding Rental Adjustment Date, the Interest Component will be set as described and the Principal Component of the remaining Base Rentals shall he adjusted to amortize, with level payments, the remaining principal balance. The Purchaser shall provide the County with the Base Rentals schedule, specifying the Base Rentals for each Base Rental Payment Date for the next five years, as soon as possible after each Rental Adjustment Date. Optional Partial Prepayment The County shall have the option to prepay a portion of the Principal Component which, in the sole discretion of the County,results in continued fair rental value for the Leased Property. The County shall give the Purchaser written notice of its intention to exercise its option not less than 30 days in advance of the date of exercise. With respect to the prepayment of the Principal Component of Base Rentals scheduled to be due on or after November I, 2034, the Purchaser shall recalculate the Base Rentals for the remainder of the five year period following the most recent Rental Adjustment Date in accordance with the Base Rental provisions set forth in the immediately preceding paragraph of this Exhibit B. C-2 4a52-0943-5472 3 EXHIBIT C PERMITTED ENCUMBRANCES 1. ANY FACTS, RIGHTS, INTERESTS, OR CLAIMS THEREOF, NOT SHOWN BY THE PUBLIC RECORDS BUT THAT COULD BE ASCERTAINED BY AN INSPECTION OF THE LAND 012 THAT MAY BE ASSERTED BY PERSONS IN POSSESSION OF THE LAND. 2. EASEMENTS, LIENS OR ENCUMBRANCES, OR CLAIMS THEREOF, NOT SHOWN BY THE PUBLIC RECORDS. 3. ANY ENCROACHMENT, ENCUMBRANCE, VIOLATION, VARIATION. OR ADVERSE CIRCUMSTANCE AFFECTING TILE TITLE THAT WOULD RE DISCLOSED BY AN ACCURATE AND COMPLETE LAND SURVEY OF THE LAND AND NOT SHOWN BY TILE PUBLIC RECORDS. 4. ANY LIEN, OR RIGHT TO A LIEN, FOR SERVICES, LABOR OR MATERIAL. HERETOFORE (1R HEREAFTER FURNISHED, IMPOSED BY LAW AND NOT SHOWN BY THE PUBLIC RECORDS. 5. DEFECTS, LIENS, ENCUMBRANCES, ADVERSE CLAIMS OR OTHER MA I'I ERS, IF ANY, CREATED, FIRST APPEARING IN THE. PUBLIC RECORDS OR ATTACHING SUBSEQUENT TO THE EFFECTIVE DATE HEREOF BUT PRIOR TO THE DATE OF THE PROPOSED ENSURED ACQUIRES OF RECORD FOR VALUE THE ESTATE OR INTEREST OR MORTGAGE THEREON COVERED BY THIS COMMITMENT. 6. (A) TAXES OR ASSESSMENTS 'I HAT ARE NW SHOWN AS EXISTING LIENS By THE RECORDS OF ANY TAXING AUTHORITY 'FRAU LEVIES TAXES OR ASSESSMENTS ON REAL PROPERTY OR BY THE PUBLIC RECORDS; (B) PROCEEDINGS DY A PUBLIC AGENCY THAT MAY RESULT IN 'FAXES OR AssESsmINTS1 91i NOTICES (1F 511CH I'KOCEEDINGS, W1-11-7:46R OR NOT SHOWN WI 7116 fiF,USIKDS OF SUCII AMNIA OR BY T4lb PI TULIP RIC8R1151. 7. IA) vNrATLKILU NBNIN(1 CLAIMS; (M) KESEKVA1IONS (1R GXC4[PTIONR N PATENTS OR IN ACIS AU'H1OKJLIN(i THE ISSUANCE THEREOF; (C) WATER KIUHI S,CLAIMS OR TITLE: TO WATER. 8. EXISTING LEASES AND TENANCIES. 9. RIGHT OF THE PROPRIETOR OF A VEIN OR LODE TO EXTRACT AND REMOVE HIS ORE THEREFROM, SHOULD THE SAME BE FOUND TO PENETRATE OR INTERSECT THE PREMISES HEREBY GRANTED, AND A RIGHT OF WAY FOR DITCHES OR CANALS CONSTRUCTED BY THE AUTHORITY OF THE UNITED STATES, AS RESERVED IN UNITED STATES PATENT RECORDED AUGUST 07, 1911 IN BOOK 55 AT PAGE 530. C-I 4852 0491-5172 3 10. RIGHT OF WAY EASEMENT TO ROCKY MOUNTAIN NATURAL GAS COMPANY, INC. RECORDED OC'T'OBER 19, 1961 IN BOOK 195 AT PAGE 458. ll. RIGHT OF WAY AGREEMENT AS GRANTED TO MOUNTAIN STA IES TELEPHONE AND TELEGRAPH COMPANY IN INSTRUMENT RECORDED FEBRUARY 6. 1968 IN BOOK 233 AT PAGE 139. 12. 1ERMS, CONDITIONS, PROVISIONS AND OBLIGATIONS OF EASEMENT AS GRANTED FO COLORADO-UTE ELECTRIC ASSOCIATION, INC. RECORDED SEPTEMBER 15, 1975 IN BOOK 302 AT PAGE 830. 13. TERMS, CONDITIONS, PROVISIONS AND OBLIGATIONS OF RESOLUTION OF TIFF. PITKIN COUNTY BOARD OF COUNTY COMMISSIONERS, NO. 116, SERIES OF 1982 RECORDED OCTOBER 14, 1982 IN BOOK 434 AT PAGE 32. 14. TERMS, CONDITIONS, PROVISIONS AND OBLIGATIONS OF AGREEMENT RECORDED OCTOBER 22, 1982 IN BOOK 434 AF PAGE 499. [5. TERMS, CONDITIONS, PROVISIONS AND OBLIGATIONS OF RESOLUTIONS OF TILE PITKIN COUNTY BOARD OF COUNTY COMMISSIONERS, NO. 88, SERIES OF 1983 RECORDED AUGUST 16, 1983 IN ROOK 450 AT PAGE 443. 16 TERMS, CONDITIONS, PROVISIONS AND OBLIGATIONS OF TIGHT OF WAY EASEMENT RECORDED APRIL II, 1985 IN BOOK 484 AT PAGE 520. 17, TERMS, CONDITIONS, PROVISIONS AND OBLIGATIONS OF VEfERMLNAIION UI' PITKIN COUN TY COMMUNITY DEVELOPMENT NO. 20, SERIES OF 1999 RECORDED MAY 17, 1999 AS RECEPTION NO.431175. 18. TERMS, CONDITIONS, PROVISIONS AND OBLIGATIONS OF RI:SOLI FF70N OF THE PITKIN COUNTY BOARD OF COUNTY COMMISSIONERS, NO. 190 SERIES OF 2000 RECORDED OCTOBER 12. 2000 AS RECEPTION NO. 44284R. 10. 'TRW, PrI,GUITIUL'C, PRIIVRUJNk AND UHI_IUAlIUXS Ub UXDCUArcLr. Ill THE PITKIN COUNTY ROAR!) 1W CIII INTY COMMISSIONERS, NU. JO, SISRIES OF 2001 RECORDED AUGUST 2, 2001 AS KECEP 1 ION NO. 4.1710i. 20. IL'R.Y1S, CONDFI IONS, 1' tUVISIONS AND OBLIGAI IONS or ORDINANCC Or I ITL PITKIN COON l Y BOARD OF COUNTY COMMISSIONERS, NO. 27, SI?RIBN OF 2001, RECORDED AUOUST 6, 2001 AS RECPI`TION NO. 457216 AND RERECORDED AUGUST 9, 7001 AS RI-,CEP-110N NO. 457371. 21. TERMS, CONDITIONS, PROVISIONS AND CREMATIONS OF TRENCH, CONDUIT AND VAULT ACRFF.MRMT RECORDED AUGUST 16, 20111 AS RECEPTION MO. 457620. 22. TERMS, CONDITIONS, PROVISIONS AND OBLIGATIONS OF ADMINISTRATIVE DECISION Of PITKIN COUNTY COMMUNITY C_2 ±1157899M4723 DEVELOPMENT NO. 060, SERIES 01 2001 RECORDED OCTOBER 25, 200] AS RECEPTION NO. 460102. 23. EASEMENTS, CONDITIONS, COVENANTS, RES FRICTIONS, RESERVATIONS AND NOTES ON THE PLAT OF SUBDIVISION EXEMPTION PLAT OF THE PFIKIN COUNTY SERVICE CENTER RECORDED APRIL 27, 1989 IN PLAT BOOK 22 AT PAGE 40 AND RECORDED JULY 11, 2001 IN PI AT BOOK 58 AT PAGE 11. 24. EASEMENTS, CONDITIONS, COVENANTS, RESTRICTIONS, RESERVATIONS AND NOTES ON THE PLAT OF BOUNDARY SURVEY OF THE PITKIN COUNT Y SERVICE CENTER AND COOT PARCELS RECORDED JANUARY 16, 2003 IN ROOK M AT PAGE 12. 25. EASEMENTS, CONDITIONS, COVENANTS, RESTRICTIONS, RESERVATIONS AND NOTES ON THE PLAT OF AMENDED PITKIN COUNTY PUBLIC WORKS SUBDIVISION EXEMPTION PLAT RECORDED NOVEMBER 16, 2004 [N BOOK 71 AT PAGE 31. 26. TERMS, CONDITIONS, PROVISIONS AND OBLIGATIONS OR ORDNANCE OF THE PITK IN COUNTY BOARD OF COUNTY COMMISSIONERS, NO. 001, SERIES OF 2032 RECORDED FEBRUARY 15, 2002 AS RECEPTION NO. 464050 AND RECORDED FEBRUARY 15, 2002 AS RECEPTION NO. 464051 27. TERMS, CONDITIONS, PROVISIONS AND OBLIGATIONS OF SPECIAL WARRANTY DEED TO COLORADO DEPAR'T'MENT OF TRANSPORTATION RECORDED AUGUST 16, 2002 AS RECEPTION NO. 471105, 28. TERMS, CONDITIONS, PROVISIONS, BURDENS AND OBLIGATIONS OF ADMIMS'IRATIVE DECISION NO. 060-2001 RECORDED OCTOBER 25, 2001 UNDER RECEP LION NO. 460102. 29. TERMS, CONDITIONS AND PROVISIONS OF RESOLUTION NO. PZ-3-2017 RECORDI-,I) MAY 25, 2017 AT RECEPTION NO. Ii3K592 ANY L055 OR DAMAU BY REASON OF FAILURE TO COMPLY WITH TUE IERAS, OBLIGATIONS, PROVISIONS AND BURDENS AS CONTAINED IK TIIE SIIE LLASE. C-3 4494433.54723 CONTRACT SITE LEASE by and and between PITKIN COUNTY,COLORADO as Lessor, and ZII, N,A., as Lessee Dated as of September 6, 2018 API ER RECORDATION PLEASE RLI URN 10: Kutak Rock LLP 1801 California Street, Suite 3000 Denver, CO 80202 Attention Mario Trimble 1111111111111111$11111111111111111 RECEPTIONS:6653192, Ft 10.00,0: $0.00 DOC CODE:LEASE Pp 1 at 13,01107/2019 at 03:09:21 PM Janice K Vas Caudill.Pltkln County,CO 0873-MI5-1515.3 THIS SITE LEASE dated as of September 6, 7018 (this "Site Lease"), by and between PITKIN COUNTY, COLORADO, as lessor (the "County"), and ZB, N.A., and its successors and assigns,as lessee ("ZB"). W ITN ES SET1L: WHEREAS, the County is a political subdivision of the Slate of Colorado (the "State") duly organized and validly existing under the laws of the State,and WHEREAS, the County is the owner of the Site Leased Property(described herein); and WHLKLAS, the County is authorized under Sections 30-35.202(I)(c) and 30-11- 10I(the), Colorado Revised Statutes,as amended, to lease the Site Leased Property to ZB and to exceute,deliver and perform its obligations under this Site Lease; and WHEREAS, the County is authorized under Seetiou 10-I1-104,1, Colorado Revised Statutes. as amended, to lease the Site Leased Property from ZR and to execute, deliver and perform its obligations under the Lease (defined herein); and WHEREAS, the County has determined that the len of the Site Lased Property to ZR pursuant to this Site Lease serves a public purpose and is in the best interests of the County and its inhabitants;and writtu:A5, the Guunty has determined lust the lease of the Site Leased Property from Zit pursuant to the Lease serves a public purpose and is In the best interests of the Cuunty and its inhabitants; and NOW, THEREFORE, for and in consideration of the mutual promises and covenants herein contained. the parties hereto agree as follows: Section 1. Definitions. Unless the context otherwise requires, capitalized terms used hcicin shall have the meanings ascribed to them herein and in the Lease Purchase Agreement 001W na Of WC dNe llcreol (the"Lasses")between fit ae leant anti tho County, an leasee pvc1IYY b Itb11U61111016fm). (a) the County hereby lenses to ZB and ZR horeby leases fron, the (•,,tine,, ou the terms and conditions hereinafter set forth, the Site Leased Properly, wldch ca.ncInn of the real property and the improvements and %tn,ehnes tbcreen de ,dieJ In P_<b;bit A attached hereto and made a part hereof, suhieet to Permitted rncumbrances (an defined b, the Lease). (b) The term of this Site Lease shall cnmmenee on the date hereof and shall end on November 1, 2043 (the "Site Lease Termination Date"): provided that, if prior to Mc Site Lease Termination Date, the interest of LB in the Site Leased Properly has been conveyed to the County pursuant to Article IX of the Lease, then the term of this Site Lease shall end on the dao of such conveyance. a9L tw.3- 19] Section 3. Rent and Payment. The County acknowledges receipt from ZB as rent and payment hereunder, in full, the lump-sum of SIX MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($6,500,000.00)and other good and valuable consideration. Section 4. Purpose. ZB shall use the Site Leased Properly for the purpose of subletting the same to the County pursuant to the Lease; provided, that upon the occurrence of an Event of Nonappropriation or an Event of Default under the Lease, the County shall vacate the Site Leased Property as provided in the Lease, ZB may exercise the remedies provided in the Lease and ZB may use or sublet the Site Leased Property for any lawful purposes. Section S. Owner in Fee. The County covenants that it is the owner in fee of the Site Leased Property,subject only to Permitted Encumbrances(as defined in the Lease). Section 6. Assignments and Subleases. Unless an Event of Nonappropriation or an Event of Default under the Lease shall have occurred and except as may otherwise be provided in the Lease,Z13 may not assign its rights under this Site Lease or sublet the Site Leased Property without the prior written consent of the County. Except as provided in this Site Lease or in the Lease, neither the County nor ZB will sell, mortgage or encumber the Site Leased Property or any portion thereof during the term of this Site Lease. In the event that(a) the Lease is terminated for any reason and (b)this Site Lease is not terminated,ZB may sublease the Site Leased Property or any portion thereof, or sen or assign its interest in this Site lease, for the remaining term of this Site Lease. Any such purchaser from ZB or assignee of ZB shall be included in the term"Bank" for the purposes of this Section 6 of this Site Lease. ZB may apply any revenues received by it from the exercise of its remedies hereunder and under the lease first to the payment of any fees and expenses incurred by Bank in connection with this Site Lease and exercising its rights and remedies hereunder and under the Lease. In the event that (x) the Lease has been terminated for any reason, (y) this Site Lease is not terminated and (z) the County has vacated and surrendered possession of the Site Leased Property to ZB as required under the provisions of Section 6.06 or Section 13.01 of the Lease, the County may acquire ZB's (or any successor's or assignee's) interest in the Site Leased Property,if and only if the County satisfies the following conditions; (a) the County provides written notice to ZB (or any successors or assignees) of its intent to acquire such interest at least 60 days prior to the County's proposed acquisition date(the"Purchase Date"); (b) the County agrees to assume, as lessor or landlord, all then existing leases or tenancies with respect to the Site Leased Property on the Purchase Date; (c) the County provides, at the County's expense, all documents necessary to accomplish such acquisition and the assignment and assumption of such leases and tenancies on the Purchase Date:and (d) the County pays to ZB an acquisition price equal to the sum of; 4823-0315.35193 (i) the Purchase Option Price as of the date of termination of the Lease determined in accordance with provision of Lease, less any net aninurts received by ZB from the exercise of its remedies hereunder, plus (ii) an amount equal to ZB's expenses related to the Site Leased Property fur the period of time commencing on the date of the termination of the Lease to and including the Purchase Dam (which amount shall be conclusively determined by Zri), less any such expenses that have previously been reimbursed to'Ln, plus (iii) an amount equal to any legal, real estate and other professional costs associated with the Site Leased Property, including but not limited to amounts related to legal advice regarding the Event of Nonappropriation or the liven of Default under the Lease,amounts related to protecting 7_R's rights under the Site Lease and amounts related to the sale andlor assignment of ZB's rights under this Site Lease to the County or to third parties plus (iv) an amount equal to Ike accrued interest on amounts due under (ii) and (iii) acerurtrg from the date of such expenditure to and including the Purchase Date at a rule equal nr the rate of interest calculated in accordance with the provisions of Exhibit D to die Lease. Section 7. Right of Entry- The County reserves the right, su long as no Event of Nonappropriation or Event of Default shall have occurred under the Lease, for any of its duly authorized representatives to enter upon the Site Leased Property at any reasonable time to inspect the same or to make, any repairs, improvements or changes necessary for the preservation thereof. • Section 8. Termination. ZB agrees, upon the termination of this Site Lease, to quit and surrender the Site Leased Property to the County, and agrees that any fixtures, permanent improvements and structures existing us a part of the Site Leased Property at the time of the t,.r,.,innoon roc this sue >_cw shW t .vmain met©ci, and all ii a1 imeaesra of Lai thcn'Iv atall vest .,, n.,- �....�,t. ....., s..t . ..,... ... .. ..�.. .. ohne ..tows ooY Yen,Gil M)IVU rva(1Wil VT ♦Illy f, ....r ..,.,rvm. , „r uvwtgw7 or uppruptutc lo walnut a.. ..-� ... . , ..,,.a,Meoe ,n.crvyra to Mai Cuunly, Section 9. Default, Upon the payment of the Rental Payment. the payment nhligntions of 7.13 to the County hereunder shall be deemed fully performed by 7,R and the leasehnld interact granted hereby shall be fully vested in ZB. In the event LB shall be in default in the performance of any obligation on as part to be performed under the terms of this Site Lease, which default continues for 31)days following notice and demand for correction thereof to LB,the County may exercise any and all remedies granted by law, except that no merger of this Site Lease and of the Lease shill be deemed to occur as a result thereof and except for any other exceptions enumerated in the Lease. In addition, so long as the Lease is in cf act, dds Site Lease shall not be terminated except as described in Section 8 hereof. .au-v)I -770.1 Section 10. Quiet Enjoyment and Acknowledgment of Ownership. 7.B at all times during the term of this Site Lease shall peaceably and quietly have, hold and enjoy the Site Leased Property, subject to the provisions of the I,ease, and the County hereby acknowledges that ZB shall have a leasehold interest in the Site Leased Property, subject to the [eau. Section I L Waiver of Personal liability. Alf liabilities under this Site Lease on the part of ZB are solely liabilities of ZB, and the County hereby releases each and every, member, director, employee and officer of ZB of and from any personal or individual liability under this Site Lease. No member, director, employee or officer of ZR shall at any time or under any circumstances be individually or personally liable under this Site Lease for anything done or omitted to be done by ZB hereunder. Section IL Taxes; Maintenance; Insurance. (a) During the Lease Term of the Lease and in accordance with the provisions of the Lease, the County covenants and agrees to perfonu its obligations under the Lease with respect to the payment of any and all assessments of any kind or character and all taxes levied or assessed upon the Site Leased Property, and all maintenance costs, insurance premiums and costs and utility charges in connection with the Site Leased Property, subject to the terms of the Lease. (b) In the event that (i) the Lease is terminated for any reason, (ii) this Site Lease is not terminated and (iii) ZB subleases all or any portion of the Site Leased Property or sells an assignment of its interest in this Site Lease, ZB or any sublessee or assignee of the Site Leased Property shall, solely from the proceeds of such leasing or sale, obtain and keep in force all insurance that it is required to maintain under the Lease, pay or cause to be paid when due all taxes and assessments imposed thereon and maintain the Site Leased Property in good condition. Section 13. Damage,Destruction or Condemnation. The provisions of the lease shall govern with respect to any damage, destruction or condemnation of the Site Leased Property during the Lease Term of the Lease. in the event that (a) the Lease is terminated for any reason, (h) this Site Lease is not terminated and (c) either (i) the Site Leased Property or any portion thereof is destroyed (in whole or in part) or damaged by fire or other casualty, or (ii) title to, or the temporary or permanent use of the Site Leased Property or any portion thereof or the estate of the County, ZB or any subhssec or assignee of ZB in the Site Leased Property or any portion thereof, shall be taken under the exercise of the power of eminent domain, OT (iii)breach of warranty or any material defeat with respect to the Site Leased Property shall become apparent, or (iv) title to or the use of all or any portion of the Site Leased Property shall be lost by reason of defect in the title thereto, ZB or any sublessee or assignee of ZB shall be entitled to the net proceeds from any insurance claim or condemnation in an amount equal to the Purchase Option Price in effect on the date of termination of the Lease plus ZB's reasonable expenses in connection with any such casualty or condemnation event (including those expenses pursuant to Section 12 hereof incurred from the dale of such casualty or condemnation event or the date the Lease is terminated), and the County shall be entitled to any remaining net proceeds in excess of said amount. 41,01-0315-33I9J Section 14. Partial Invalidily. If any one or more of the terms, provisions, covenants or conditions of this Site Lease shall to any extent be declared invalid, unenforceable. void or voidable for any reason whatsoever by a court of competent jurisdiction, the finding or order or decree of which becomes final, none of the remaining terms, provisions, covenants and conditions of this Silt Lease shall be affected thereby, and each provision of this Site Lease shall be valid and enforceable lu the fullest extent permitted by law. Section 15. Compliance with Requirements of Law. To the best knowledge of the County: (i)the Site Leased Property has at all limes been operated in substantial compliance with all Requirements of Law; (ii) all permits required by Requirements of Law in respect of the Site Leased Property have been obtained and are in full force and effect and the County is in substantial compliance with the material terms and conditions of such permits; (iii) there is nu pending litigation, investigation, administrative or other proceeding of any kind before or by any governmental authority or other Person relating to, or alleging, any violation of any Requirements of Law in connection with the Site Leased Property and there arc no grounds on which any such litigation, investigation or proceedings might he commenced: and (iv) the Site Leased Property is not subject to any judgment, injunction, writ, order or agreement respecting any Requirements of Law. Suction 16. NO Merger. The County and ZB intend that the legal doctrine of merger ahatL have no application to ttilt Site Lease and that neither the execution and delivery of the Lease by zu and the County nor the exercise of tiny remedies under this Site Lease or rhe Lease shall operate to terminate or extinguish this Site Lease or the Lease, except as .specifically provided herein and therein. Section 17. Binding Effect This Site Lease shall inure to the benefit of and shall be binding upon ZB and the County and their respective successors and assigns, subject, however, to the limitations set forth in Section 8 hereof Section la, Notices. All notices, statements, demands, consents, approvals, authorizations, offers, designations, requests or other communications hereunder by either party In the other shall be in writing and .shall be nuffucieno% divers and acrycQ Uporl the other early if- ;r i;r -,....,. MUM ICLUD1 rrfilue lPfl. !.. .. ..... ....r._.v,._- • , . t.vavyi of al alittll Utllci A[lUR'SStS 2c tha Section 19. Amendments, Changes and Modifications. Except as otherwise provided herein,this Site Lease may not he effectively amended, changed, modified or alterrd without the prior written consent of the County and ZB. Section 10. Eycnta Occurring on Days that are not Business Days. If the date for .raking any payment or the that day [tic performance of any act or the exercising of any right under this Site Lease is a day that is not a t3tlsincss Day, such payment may be :rade, such act may be performed or such tight may be exercised on the next succeeding Business Day,with the same force and effect as if done on the nominal date provided in(tai Silt heat. 1r11-0 I5-15191 Section 21. Applicable Law. The laws of the State of Colorado shall be applied in the interpretation,execution and enforcement of this Site Lease. Section 22. Section Headings. All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this Site Lease. Section 23. Execution. This Site Lease may be executed in any number of counterparts, each of which shall be deemed to be an original hut all together shall constitute but one and the same Site Lease. Section 24. Electronic Transactions. The parties hereto agree that the transactions described herein may be conducted and related documents may be stored by electronic means. Copies, telecopies. facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes,including the filing of any claim,action or suit in the appropriate court of law. [Remainder of page intentionally left blank] 4823-03114519 3 N WITNESS WHEREOF, the County and ZB have caused this Site Lease to he executed by their respective officers thereunto duly author izcd as of thy day and year first above written. 4; _.... vu CO_...L ;`b ":TK IN COI t4:Y,COLORADO [SERI. � ; SEAL le ' Cr,Ri y Char:person, Board of County Comtni59ionets Attest: \ .I BY- Deputy County Cierls ZB,N.A. Authorised Officer `Irnhh r Onpo In L11c Len :eI +8U-0315-M92 IN W11NPSS WHEREOF, the County and ZB have caused this Site Lease to be executed by their respective officers theretuttu duly authorized as of the day and year first above written. PITKIN COUNTY,COLORADO [SEAL] 13y Chairperson, Board of County Commissioners Attest: By Deputy County Clerk ZB,N.A. By a's Authorized Officer [Signature Page to She Lease] 4323-0315-3519 STATE op COLORADO ) VS COUNTY OF PITKIN I his :csncment was acknowledged before me this t� day of . 201S, by Clapper, as Chairperson of the Board of County Commissioners (Nt" Pitkin County, Colorado, tint by Jca.cl:e Jones, 'as Deputy Coanly Clerk, Witness tny hand and official seat. (SEA S(EN r, .TA OeLICTHEWS ',i COL ORAN_ „AYCli" Noy Public for the Stateolorado My Con,ud,.i„„ F xpi,c5: C,:114_ fd.) `1 JACOB B.ESKRIDGE NOTARY PtJBUC SPATE OF COLORADO ) STATE OF COLORADO NOTARY io 2013407M ) SS. My COMMISSION EXPIRES DECEMPER 77,2021 CI'T'Y AND COUNTY OF DENVER ) n Th foregoing instrument was acknowledged before me this 20 day of A1�u>"r 21)18 bylgkt-i eV-- CnttP Cza.n _,as an authorized signatory of LB,N.A. WITNESS my hand and official seal. Ne No -. 'us it: [SEAL) My Commission Expires: 4 3-011).3q9 EXHIBIT A DESCRIPTION OF THE SITE LEASED PROPERTY The Site Leased Property consists of the Site Leased Land and the Site Leased Improvements! 1. Site Leased Land A PARCEL OF LAND SITUATE) IN THE El/2 SECTION 34, TOWNSHIP 9 SOUTH, RANGE 85 WEST OF THE SIXTH PRINCIPAL MERIDIAN, COUNTY OF PITKIN, STATE OP COLORADO, SAID PARCEL. BEING MORE PARTICULARLY DESCRIBED AS POI LOWS: COMMENCING AT TILE EAST QUARTER CORNER OF SECTION 34, TOWNSHIP 9 SOUTH, RANGE 85 WEST OF THE SIXTH PRINCIPAL. MERIDIAN, A FOUND 2 1/2" U.S.U.L.O. BRASS CAP IN PLACE; THENCE NRO°13'15"W A DISTANLL OF 1687.66 FEET TO A POINT ON 'THE NORTHERLY BOUNDARY OF TI IAT PARCEL DESCRIBED IN RECEPTION NO. 477434 OF 'THE PITKIN COUNTY CLERK AND RECORDER'S Olt ICE, THE PON T OF BEGINNING; THENCE S62°25'O0"E ALONG SAID NORTIIERLY BOUNDARY A DISTANCE OF 20485 FEET; THENCE CONTINUING ALONG SAID NUR-MALT BOUNDARY S48°59307"F. A DISTANCE OF 315.21 FRET TO A POINT ON THE SOUTHERLY BOUNDARY OF SAID PARCEL; 11IENCE LEAVING SAID NDRTHUTRLY BOUNDARY S58°54'07"W ALONG SAKI SOUTHERLY BOUNDARY, A DISTANCE OF 839.93 FLET; THENCE CONTINUING ALONG SAID SOUTHERLY BOUNDARY ALONG TUE ARC OF A CURVE TO THE LEFT HAVING A RADIUS OF 2204.33 FEET, A CENTRAL ANGLE OF 03°50'57" AND A DISTANCE OF 148.09 FEEL' (CHORD BEARS N 20°38.48^ W 148.06 FELT); 1IIENCE CUNTINUINIJ ALONG SAID SOUTHERLY Bot INDARY N18°43.20• W, A DISTANCE, OF 337.23 FEET TO A POINT ON THE NORTHERLY BOUNDARY OF SAID PARCEL; THENCE LEAVING SAID SOUTHER LV BOUNDARY N58°54'089: ALONG SAID NORIIIERLY 6OIINDARY A DISTANCE- OF 9P (,4 FEET: TIDNWW ce 1FAN(' SAID NOR Itt1At .Y DVU(IUAVCY S71vOS,SSIIF A IlTRTANcr nr ¶100-I 1'cLI TUCNCt, 1•15-1"Jiln n DISTaMCB OP 11411.13 rrLT, Ttrri cr )01l°O5.55"W A DISTANCE VF I LU.O9 FEET TO A POINT ON THE NORTHERLY BOUNDARY vF SAID PARCEL; THENCE )1381154'0811E ALONG SAID NORTI IERLY LINE A DISTANCE OP 106.86 FEET TO THE POIMF OF AEGINNING. COUNTY OF PITKIN, STATE OF COLORADO A/K/A PITKIN COUNTY PUBLIC WORKS AMENDED PITKIN COUNTY PUBLIC WORKS SUBDIVISION EXEMPTION, ACCORDING TO THE PLAT RECORDED NOVEMBER 16, 2004 IN PLAT BOOK 71 AT PAGE 31. COUNTY OF PITKIN, STATE OF COLORADO. A-I 4R13-01153{1)1