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HomeMy WebLinkAboutbocc.ord.018.2018 CONTRACT ,97e - dotk # (4-“cc e k.r cf ORDINANCE OF'THE BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY COLORADO, APPROVING A LEASE AGREEMENT WITH COMMUNITY HEALTH SERVICES FOR SPACE AT THE MICHAEL.W.SCHULTZ HEALTH AND HUMAN SERVICES BUILDING ORDINANCE NO. al `b' -2018 RECITALS: I. Pursuant to 30-35-301 CR S., the Board of County Commissioners of Pitkin County, Colorado("BOCC"),a home rule county, is authorized to make and publish ordinances for carrying into effect or discharging the powers and duties conferred upon such counties by law and as seems necessary. 2. Pursuant to Section 2 8.1 of the Home Rule Charter("HRC"), the BOC is authorized to take official action by Ordinance for certain matters where action is prescribed pursuant to the Colorado Revised Statues as amended. 3. Pitkin County("County") is the owner of the building known as the Michael W. Schultz Health and Human Services I3uilding ("HHSB"), Ste 11, located at 405 Castle Creek Road, Aspen, Colorado. 4. Community Health Services currently leases Space No. 201 and desires to continue to lease such space for a period beginning on January 1, 2018 and continuing through June 30, 2019 under the provisions described in the lease agreement attached hereto. 5. The Board of County Commissioners ('BOCC")supports the community non-profit leases for uses that have been established since 1992 and desires to continue such use by accommodating Space No. 201 for Community Health Services at HHSB. 6. The BOCC finds that adoption of this ordinance is in the best interest of the citizens of Pitkin County. NOW, 'I HEREFORE, BE IT ORDAINED by the Board of County Commissioners of Pitkin County,Colorado that it hereby adopts an Ordinance Approving a Lease Agreement with Community Health Services and authorizes the Chair or the C'hair's designee to sign the Ordinance and upon the satisfaction of the County Attorney as to form, execute any other associated documents necessary to complete this matter. 1111111111111011111111111111111 1E111111 RECEPTION#: 650193, R:$0,00, 13: $0.00 DOC CODE: ORDINANCE Pg 1 of 11,09/07/2018 at 02:3538 PM Janice K.Vos Caudill, Pitkin County, CO INTRODUCED AND FIRST READ ON THE *,a, DAY OF v / , 2018 AND SET FOR SECOND READING AND PUBLIC HEARING ON THE DAY OF rn in 2018. NOTICE OF PUBLIC HEARING AND TITLE AND SHORT SUMMARY OF THE , OLUTION PUBLISHED IN THE ASPEN TIMES WEEKLY ON THE %t4. DAY OF I " , 2018 NOTICE OF PUBLIC HEARING AND THE FULL TEXT OF THE RESOLUTION POSTED ON THE OFFICIAL P KIN COUNTY WEBSITE (www.pitkmcounty.com) ON THE NIM"DAYOF 2018 �y ADOPTED AFTER FINAL READING AND PUBLIC HEARING ON THE "[ at' DAY OF 1 11,cy. 2018. PUBLISHED BY TITLE AND SHORT SUMMARY, AFTER ADOPTION, IN THE ASPEN TIMES WEEKLY ON THE WC DAY OF pi cca,-' , 2018 POSTED BY TITLE AND SHORT SUMMARY ON THE OFFICIAL PITKIN COUNTY WEBSITE (www.pitkincounty.com) ON THE)att, DAY OF yn rN , 2018. ATTEST: BOARD OF COUNTY COMMISSIONERS / ) / � L l.C(�-!/�/f ypq B J i A :A , By: Jean:)e Jones / Patti Clapper, Chair Dep 1 County Clerk Date: OS 'if -V APPROVED AS TO FORM: MANAGER APPROVAL John Ely, CoamtfAttomey Jon Jon Peacock, uner 6plrx1N COHNTi LEASE AGREEMENT BETWEEN THE BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY,COLORADO AND COMMUNITY HEALTH SERVICES Contract Number ;ID - fol_: Ledger Number COV 5:5 00tiYo 6>9 3 3 THIS LEASE AGREEMENT hereinafter referred to as ("the Agreement") is made and entered into the I" day of January 2018, by Community Health Services, hereinafter referred to as "Lessee/Agency", and THE BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO hereinafter referred to as the"County Lessor". WHEREAS: Lessee/Agency desires to rent and office space in the Michael E. Schultz Health and Human Services Building (N55B) located at 0405 Castle Creek Road, Aspen, Colorado, more fully described as Aspen Valley Hospital Subdivision, Lot t,City of Aspen,Colorado. WHEREAS: The Lessee Agency is asking to enter into an Agreement to occupy space for the purposes of approximately 1,945,5 square feet beginning on January 1, 2018 and continuing through June 30,2019. WHEREAS: The County is willing to permit the Lessee Agency to occupy space described as 1,945.5 square feet beginning on January 1, 2018 and continuing through June 30, 2019 at HHSB all as more specifically hereinafter provided,as well as allow the Lessee/Agency access to certain portions of the HHSB in furtherance of its business activities there, and WHEREAS: The Lessee/Agency is ready, willing and able to occupy space and perform its business functions there at in accordance with the terms, standards and conditions hereinafter set out. NOW, THEREFORE, for and in consideration of the terms, conditions and mutual covenants hereinafter contained and other valuable consideration,the parties hereto agree as follows: I, Term and Renewal of Agreement: The County'Lessor hereby leases and demises to Lessee/Agency, the area designated as Suite 201 in the Schultz Health and Human Services Building. Absent any termination for cause under paragraph 16 of this Agreement. this Agreement shall begin on January 1, 2018 and continuing through June 30,2019 unless either party elects to terminate this Agreement by serving a written notice to terminate this Agreement on the other party no later than Thirty(30)days. 2. No Waste or Damage Covenant: During the period of this Agreement Lessee/Agency shall maintain these offices in good shape and repair and return them to the County/Lessor in substantially the same condition received normal wear excepted. 3 Damage to property: In the event of damage to the Lessee/Agency's offices or to any part of the building,the Lessee/Agency will be responsible for all repair costs.Assessment of damage and assignment of entity to provide the repair shall be the responsibility of Pitkin County Facilities. Negotiation of remediation of each incident shall occur with Pitkin County Facilities. 4. Payment. The rent is$25.75 persquare foot per year for the space rented by Lessee/Agency, totaling $50,096.63: however, the County shall provide an in-kind rent contribution of $50,096.63 to Lessee/Agency. 5 Governing Law and Venue: This Agreement has been entered into in the State of Colorado, and the validity, Interpretation and legal effect of this Agreement shall be governed by the laws of the State of Colorado. Jurisdiction for any disputes hereunder shall be in the courts in and of Pitkin County and the State of Colorado. 6. Remodels to Premises: No remodeling or painting is to be done to premises without the written consent of the County/Lessor. This includes any alterations to the walls and ceilings to accommodate phone and data lines, cable service, electrical outlets and light fixtures. Remodels will be done at the Lessee Agency's cost unless the remodel is addressing a health or safety issue. County/Lessor must approve any credit of cost of remodeling before work commences. 7. Responsibilities: A The Facilities Department ofthe County is NOT responsible to move,build,haul, repair or dispose of office furnishings (including but not limited to bookshelves, desks, appliances, cabinets, etc.) owned by nonprofits leasing space within the county buildings. In the event that the facilities staff is asked to move, re-build, build,haul, repair or dispose of said office furnishings the nonprofit may be billed for work, including time,materials,travel time and landfill fees.The Facilities Department will be responsible for moving the nonprofit in the event that the County/Lessor has a need for the office space occupied by the nonprofit. 13. The Facilities Department is responsible for carpets,buildingrepairs,capital upgrades. heating/cooling, plumbing, and electrical (infrastructure), internal painting on a set schedule,daily trash removal and common area cleaning. Requests foradditions to the infrastructure such as new or relocated outlets,moving cables, etc. shall be evaluated by the Facilities Manager on acaseby case basis. Lessee/Agency will be asked to pay for upgrades. 8. Building Concerns and Complaints: Building Concerns and Complaints: For issues regarding the physical operation of the building contract facilities at the following: All non- emergency requests should be sent as work order requests through Cartegraph at https://cartegraph.pitkincounty.cont/Cartegraph/Internal Request. For emergency issues please contact facilities at (970)920- 5377 during regular business hours. Between hours of 6pm-6am call our standby technician at (970) 471- 8392 (emergencies after-hours only). 9. Non-Assignment:This Agreement and the rights arising under it shall not be assigned or transferred by Lessee/Agency. 10. Occupancy Requirement: County/Lessor leases space in the Schultz Health & Human Services Building to nonprofit agencies that help further the community's access to health and human services. In order to best meet community needs, County/Lessor holds the right to cancel any Agreement with a tenant that does not occupy their space and actively provide services to the community on an ongoing basis.Any Agreement for office space that is not actively used over the period of three months will be reviewed and the Agreement may be revoked by the County/Lessor. I I. Building Effect:This Agreement shall be binding upon the parties hereto,their respective heirs,successors and assigns. 12. Covenant of Non-Interference: Lessee/Agency agrees to undertake its activities in the leased premises in a manner which will not interfere with other tenants and activities in the building. 13. Utilities: County/Lessor shall supply heating and electricity to the leased premises at no additional charge. 14. Phones and Data: Community shall provide its rig n phone service and Internet connections. 15. Use of Photocopier. County/Lessor shall supply an operating photocopying machine and copying paper for the use of the Lessee/Agency at a cost of 50.02 per copy. This will be billed quarterly. 16.Termination for Cause and Unsuitability: In the event that the Lessee/Agency shall default by failing to perform, keep and observe any of the terms, covenants or conditions herein contained on its part to be performed,as determined by the County,or the building or leased premises become damaged or un-tenantable for any reason during the term hereof,the County/Lessor shall have the right to declare this Agreement terminated and require Response to vacate the premises, whereupon the parties shall have no further obligations hereunder. 17. Indemnification: Lessee/Agency shall indemnify, hold harmless and, not excluding the County/Lessor's right to participate, defend the County/Lessor and its officers, officials, agents,and employees(hereinafter referred to as"County/Lessor') from and against any and all liabilities, claims, actions, damages, losses, or expenses including without limitation reasonable attorneys' fees and costs, ( hereinafter referred to as " claims") for bodily injury or personal injury including death,or loss or damage to tangible or intangible property caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of Lessee/Agency or any of its County/Lessor' s, officers, directors, agents,employees or contractors,arising out of or related to Lessee/Agency s occupancy and use of the leased Premises. It is the specific intention of the parties that the County/ Lessor shall,in all instances,except for claims arising solely from the negligent or willful acts or omissions of the County/Lessor, be indemnified by Lessee/Agency from and against any and all claims. It is agreed that Lessee/Agency will be responsible for primary loss investigation, defense and judgment costs where this indemnification is applicable. In consideration for the use and occupancy of the leased Premises, the Lessee/Agency agrees to waive all rights of subrogation against the state,its officers,officials,agents and employees for losses arising from the use,occupancy or condition of the leased Premises. IS. Non-Waiver: The parties hereto understand and agree that the County/Lessor is relying on,and does not waive or intend to waive by any provision of this Contract, the monetary limitations or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act et seq., as from time to time amended,or otherwise available to the County/Lessor, its subsidiary, associated and!or affiliated entities, successors, or assigns;or its elected officials, employees, agents, and volunteers. 19. Insurance Requirements' Lessee/Agency shall procure and maintain for the duration of the Agreement,insurance against claims for injury to persons or damage to property which may arise from or in connection with this Agreement. The insurance requirements herein are minimum requirements for this Agreement and in no way limit the indemnity covenants contained in this Agreement.The County'Lessor in no way warrants that the minimum limits contained herein are sufficient to protect the Lessee/Agency from liabilities that might arise out of this Agreement Lessee/Agency is free to purchase such additional insurance as Lessee Agency determines necessary. A Minimum Scope and Limits of Insurance: Lessee/Agency shall provide coverage with limits of liability not less than those stated below. An excess liability policy or umbrella liability policy may be used to meet the minimum liability requirements provided that the coverage is written on a-following form" basis. 1. Commercial General Liability - Occurrence Form Policy shall include bodily injury, property damage and liability assumed under an Insured Contract including defense costs. a. The policy shall be endorsed to include the following additional insured language: 'County/Lessor, its subsidiary, parent, associated and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents,and volunteers shall be named as additional insureds wiUh respect to liability arising out of the activities performed by, or on behalf of the Contractor'. b. A Waiver of Subrogation shall apply to favor of the County/Lessor, its subsidiary, parent, associated and/or affiliated entities, successors, or assigns, its elected officials,trustees,employees, agents,and volunteers. Minimum Limits: General Aggregate $ 2,000,000 Products/Completed Operations Aggregate $ 2,000,000 Each Occurrence Limit $ 1,000,000 Personal/Advertising Injury $ 1,000,000 Fire Damage Expense $ 1,000,000 Premises Medical Expense(Each Person) $ 5,000 2. Property Insurance a. Property insurance shall be written on a Covered Cause of Loss-Special Form,replacement cost coverage, including coverage for flood and earth movement. b. Pitkin County shall be named as a loss payee on property coverage for tenant improvements and betterments. c The Tenant shall be responsible for insuring its own property. d. A waiver of subrogation applies in favor of Pitkin County for any County Property. Coverage for Lessee Agency's Tenant Improvements, 100%replacement cost 1 Fixtures Coverage on Building(required if Lessee Agency is sole 1009E replacement cost occupant) Coverage for Loss of Rents Amount equal to all Minimum Annual Rent and other sums payable under the Agreement 3. Worker's Compensation and Employers' Liability Minimum Limits: Coverage A (Workers' Compensation) Statutory Coverage B (Employers Liability) $ 1,000,000 S 1,000,000 $ 500,000 B. Additional Insured Requirements: The policies shall include,or be endorsed to include, the following provisions: a On insurance policies where the County/Lessor is named as an additional insured, the County/Lessor shall be an additional insured to the full limits of liability purchased by the Lessee/Agency even if those limits of liability are in excess of those required by this Agreement. C. Notice of Cancellation: Each insurance policy required by the insurance provisions of this Contract shall provide the required coverage and shrill not be suspended, voided or canceled except after thirty (30) days prior written notice has been given to the County/Lessor, except when cancellation is for non-payment of premium,then ten(10) days prior notice may he given Such notice shall be sent directly to: Jodi Smith,Facilities Director 485 Rio Grande Place, Cnitit 101 Aspen, Colorado,81611 Phone. (970)920- Fax(970)920- 5285 Jodi smith@pitkmcounty.com D. Acceptability of Insurers: insurance is to be placed with insurers duly licensed or authorized to do business in the state of Colorado and with an"A.M. Best"rating of not less than A- VII. The County/Lessor in no way warrants that the above-required minimum insurer rating is sufficient to protect the Contractor from potential insurer insolvency. E Verification of Coverage: Lessee/Agency shall furnish the County/Lessor with certificates of insurance (ACORD form or equivalent approved by the County/Lessor)as required by this Agreement The certificates for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf All certificates and any required endorsements are to be received and approved by the County/Lessor before the Agreement commences. Each insurance policy required by this Agreement must be in effect at or prior to commencement of this Agreement and remain in effect for the duration of the Agreement. Failure to maintain the insurance policies as required by this Agreement or to provide evidence of renewal is a material breach of contract. All certificates required by this Agreement shall he sent directly to: Jodi Smith, Facilities Director 485 Rio Grande Place,Unit# 101 Aspen, Colorado, 81611 Fax(970)920-5285 Jodi.smith@pitIcincounty.com The Pitkin County Facilities Department, Agreement number and location description are to be noted on the certificate of insurance. The County/Lessor reserves the right to require complete, certified copies of all insurance policies and endorsements required by this Agreement at any time. DO NOT SEND CERTIFICATES OF INSURANCE TO THE COUNTY/LESSOR'S RISK MANAGEMENT DEPARTMENT. F. Approval: Any modification or variation from the insurance requirements in this Agreement shall be made by Risk Management or the County Attorneys Office, whose decision shall be final. Such action will not require a formal contract amendment,but may be made by administrative action. 20.Termination: This Agreement may be terminated at any time for any cause by either party by 30-day written notice to the other party at the addresses set forth below. 21. Removal of Property: It shall he the responsibility of the Lessee/Agency at its own sole cost and expense,within five days after the expiration of this Agreement,to remove office equipment from the premises.Any equipment not removed within this period of time shall be conclusively deemed to be abandoned by Lessee/Agency and shall become the property of the County/Lessor. 22. Attorney's Fees: In the event legal action is necessary to enforce any of the provisions of this Agreement, the substantially prevailing party shall be entitled to its costs and reasonable attorney's fees. 23.Grant Award Contingency: The Lessee/Agency acknowledges that occupancy of the premises is contingent upon satisfactory and timely compliance with the terms, obligations and provisions set 6 forth in the Grant Award Agreement and that the parties' rights and obligations pursuant to this Agreement will terminate automatically upon termination or cancellation of the Grant Award Agreement between Pitkin County and the Lessee/Agency. Termination of this Agreement shall occur upon thirty(30) days written notice to the address set forth below.Upon termination of this Agreement, Lessee/Agency shall vacate the premises. Lessee/Agency shall be responsible to County Lessor for the cost of repairs, legal fees, advertising and any other costs incurred in preparing the premises for re-renting. 24. Notice: Any notice required or permitted under this Agreement shall be in writing and shall be provided by electronic delivery to the e-mail addresses set forth below and by one of the following methods 1)hand-delivery or 2) registered or certified mail,postage pre- paid to the mailing addresses set forth below. Each party by notice sent under this paragraph, may change the address to which future notices should be sent. Electronic delivery of notices shall be considered delivered upon receipt of confirmation of delivery on the part of the sender. Noticing contained herein shall be construed to preclude personal service of any notice in the manner prescribed for personal service of a summons or other legal process. For the purpose of counting days for any notice period contained in this Agreement,the period shall commence three days from the date of the postmark of the letter as mailed. To Pitkin County: With Copies to: Board of County Commissioners Pitkin County Attorney's Office C/O Facilities Director 123 Emma Rd. Ste 204 485 Rio GrandePlace#101 Basalt, Colorado 81621 Aspen, Colorado 81611 attomey@pitkincounty.com jorksmith@pitkincounty.com To: Community Health Services Liz Stall, 1.essee/Agcncy Director 405 Castle Creek Rd,Suite 20! Aspen,CO 81611 25. Severability: If any provision of this Agreement shall be declared invalid or unenforceable,the remainder of the Agreement shall continue in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the latest date written below. COMMUNITY HEALTH SERVICES: Jn Liz St 7 Date Community Health Services Director PITKIN COUNTY, COLORADO. PITKIN COUNTY BOARD OF COUNTY COMMISSIONERS: QJ-tfs -dSie By: CCtX,c. 71/42-141/241, Patti Clapper, Chair Date By: i, \'SC� \ � �� , � Jodi Strith, '" Date Pitkin County Facilities Director By: Ll.��._�" 67.-V8 J*Peacock, Date Co my Manager By: John Ely, Date County Attorney CONTRACT 1f ,{y 70 G/., VIII�IIIII1IIII1IIIIII1IIII�Ill11111111II�1111111111iiI11111111111l�III / G � pU RECEPTION#:650194, R: $0.00, D:$0.00 DOC CODE' LEASE t I K I N Pg 1 of 9,09/07/2018 at 02:35:39 PM Janice K.Vos Caudill, Pitkin County,CO COUNT/1 t�,cV LEASE AGREEMENT BETWEEN THE BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY,COLORADO AND COMMUNITY HEALTH SERVICES Contract Number '2-101-101 co Ledger Number UO/,51`S.U05Ya,6513 3 THIS LEASE AGREEMENT hereinafter referred to as ("the Agreement") is made and entered into the 1" day of January 2018, by Community Health Services, hereinafter referred to as "Lessee/Agency",and THE BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO hereinafter referred to as the"County/Lessor". WHEREAS: Lessee/Agency desires to rent and office space in the Michael E.Schultz Health and Human Services Building (HSSB) located at 0405 Castle Creek Road, Aspen, Colorado, more fully described as Aspen Valley Hospital Subdivision, Lot 1, City of Aspen, Colorado. WHEREAS: The Lessee/Agency is asking to enter into an Agreement to occupy space for the purposes of approximately 1,945.5 square feet beginning on January I, 2018 and continuing through June 30,2019. WHEREAS: The County is willing to permit the Lessee/Agency to occupy space described as 1,945.5 square feet beginning on January 1, 2018 and continuing through June 30, 2019 at HHSB all as more specifically hereinafter provided,as well as allow the Lessee/Agency access to certain portions of the HHSB in furtherance of its business activities there; and WHEREAS: The Lessee/Agency is ready, willing and able to occupy space and perform its business functions there at in accordance with the terms, standards and conditions hereinafter set out. NOW, THEREFORE, for and in consideration of the terms, conditions and mutual covenants hereinafter contained and other valuable consideration,the parties hereto agree as follows: 1. Term and Renewal of Agreement: The CountyLessor hereby leases and demises to Lessee/Agency, the area designated as Suite 201 in the Schultz Health and Human Services Building. Absent any termination for cause under paragraph 16 of this Agreement. this Agreement shall begin on January 1,2018 and continuing through June 30,2019 unless either party elects to terminate this Agreement by serving a written notice to terminate this Agreement on the other party no later than Thirty(30)days. 2. No Waste or Damage Covenant:During the period of this Agreement Lessee/Agency shall maintain these offices in good shape and repair and return them to the County/Lessor in substantially the same condition received normal wear excepted. 3. Damage to property: In the event of damage to the Lessee/Agency's offices or to any part of the building,the Lessee/Agency will be responsible for all repair costs. Assessment of damage and assignment of entity to provide the repair shall be the responsibility of Pitkin County Facilities. Negotiation of remediation of each incident shall occur with Pitkin County Facilities. 4. Payment. The rent is$25.75 per square foot per year for the space rented by Lessee/Agency, totaling $50,096.63; however, the County shall provide an in-kind rent contribution of $50,096.63 to Lessee/Agency. 5. Governing Law and Venue: This Agreement has been entered into in the State of Colorado, and the validity, interpretation and legal effect of this Agreement shall be governed by the laws of the State of Colorado. Jurisdiction for any disputes hereunder shall be in the courts in and of Pitkin County and the State of Colorado. 6. Remodels to Premises: No remodeling or painting is to be done to premises without the written consent of the County/Lessor. This includes any alterations to the walls and ceilings to accommodate phone and data lines, cable service, electrical outlets and light fixtures. Remodels will be done at the Lessee Agency's cost unless the remodel is addressing a health or safety issue. County/Lessor must approve any credit of cost of remodeling before work commences. 7. Responsibilities: A. The Facilities Department of the County is NOT responsible to move,build,haul,repair or dispose of office furnishings (including but not limited to bookshelves, desks, appliances, cabinets, etc.) owned by nonprofits leasing space within the county buildings. In the event that the facilities staff is asked to move, re-build, build,haul, repair or dispose of said office furnishings the nonprofit may be billed for work, including time,materials,travel time and landfill fees.The Facilities Department will be responsible for moving the nonprofit in the event that the County/Lessor has a need for the office space occupied by the nonprofit. B. The Facilities Department is responsible for carpets,building repairs,capital upgrades, heating/cooling, plumbing, and electrical (infrastructure), internal painting on a set schedule, daily trash removal and common area cleaning. Requests for additions to the infrastructure such as new or relocated outlets,moving cables, etc.shall be evaluated by the Facilities Manager on a case by case basis. Lessee/Agency will be asked to pay for upgrades. 8. Building Concerns and Complaints: Building Concerns and Complaints: For issues regarding the physical operation of the building contract facilities at the following: All non- emergency requests should be sent as work order requests through Cartegraph at https://cartegraph.pitkincounty.corn/Cartegraph/Internal Request.For emergency issues please contact facilities at(970)920-5377 during regular business hours, Between hours of 6pm-6am call our standby technician at (970) 471- 8392 (emergencies after-hours only). 9. Non-Assignment:This Agreement and the rights arising under it shall not be assigned or transferred by Lessee/Agency. 10. Occupancy Requirement; County/Lessor leases space in the Schultz Health & Human Services Building to non-profit agencies that help further the community's access to health and human services. In order to best meet community needs, County/Lessor holds the right to cancel any Agreement with a tenant that does not occupy their space and actively provide services to the community on an ongoing basis.Any Agreement for office space that is not actively used over the period of three months will be reviewed and the Agreement may be revoked by the County/Lessor. I I. Building Effect:This Agreement shall be binding upon the parties hereto,their respective heirs,successors and assigns. 12.Covenant of Non-Interference: Lessee/Agency agrees to undertake its activities in the leased premises in a manner which will not interfere with other tenants and activities in the building. 13. Utilities: County/Lessor shall supply heating and electricity to the leased premises at no additional charge. 14. Phones and Data: Community shall provide its own phone service and Internet connections. 15.Use of Photocopier. County/Lessor shall supply an operating photocopying machine and copying paper for the use of the Lessee/Agency at a cost of$0.02 per copy. This will be billed quarterly. 16, Termination for Cause and Unsuitability: In the event that the Lessee/Agency shall default by failing to perform, keep and observe any of the terms,covenants or conditions herein contained on its part to be performed,as determined by the County,or the building or leased premises become damaged or un-tenantable for any reason during the term hereof,the County/Lessor shall have the right to declare this Agreement terminated and require Response to vacate the premises, whereupon the parties shall have no further obligations hereunder. 17. Indemnification: Lessee/Agency shall indemnify, hold harmless and, not excluding the County/Lessor's right to participate, defend the County/Lessor and its officers, officials, agents,and employees(hereinafter referred to as"County/Lessor")from and against any and all liabilities, claims, actions, damages, losses, or expenses including without limitation reasonable attorneys' fees and costs, ( hereinafter referred to as " claims") for bodily injury or personal injury including death,or loss or damage to tangible or intangible property caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of Lessee/Agency or any of its County/Lessor' s, officers, directors, agents,employees or contractors,arising out of or related to Lessee/Agency's occupancy and use of the leased Premises. It is the specific intention of the parties that the County/ Lessor shall,in all instances,except for claims arising solely from the negligent or willful acts or omissions of the County/Lessor, be indemnified by Lessee/Agency from and against any and all claims. It is agreed that Lessee/Agency will be responsible for primary loss investigation, defense and judgment costs where this indemnification is applicable. In consideration for the use and occupancy of the leased Premises, the Lessee/Agency agrees to waive all rights of subrogation against the state,its officers,officials,agents and employees for losses arising from the use,occupancy or condition of the leased Premises. 18.Non-Waiver: The parties hereto understand and agree that the County/Lessor is relying on,and does not waive or intend to waive by any provision of this Contract,the monetary limitations or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act et seq.,as from time to time amended,or otherwise available to the County/Lessor, its subsidiary, associated and/ or affiliated entities, successors, or assigns;or its elected officials, employees,agents, and volunteers. 19. Insurance Requirements: Lessee/Agency shall procure and maintain for the duration of the Agreement,insurance against claims for injury to persons or damage to property which may arise from or in connection with this Agreement. The insurance requirements herein are minimum requirements for this Agreement and in no way limit the indemnity covenants contained in this Agreement.The County/Lessor in no way warrants that the minimum limits contained herein are sufficient to protect the Lessee/Agency from liabilities that might arise out of this Agreement. Lessee/Agency is free to purchase such additional insurance as Lessee/Agency determines necessary. A. Minimum Scope and Limits of Insurance: Lessee/Agency shall provide coverage with limits of liability not less than those stated below. An excess liability policy or umbrella liability policy may be used to meet the minimum liability requirements provided that the coverage is written on a"following form" basis. 1. Commercial General Liability - Occurrence Form Policy shall include bodily injury,property damage and liability assumed under an Insured Contract including defense costs. a. The policy shall be endorsed to include the following additional insured language: "County/Lessor, its subsidiary, parent, associated and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents, and volunteers shall be named as additional insureds with respect to liability arising out of the activities performed by, or on behalf of the Contractor". b. A Waiver of Subrogation shall apply in favor of the County/Lessor, its subsidiary, parent, associated and/or affiliated entities, successors, or assigns, its elected officials,trustees, employees, agents, and volunteers. Minimum Limits: General Aggregate $ 2,000,000 Products/Completed Operations Aggregate $ 2,000,000 Each Occurrence Limit $ 1,000,000 Personal/Advertising Injury $ 1,000,000 Fire Damage Expense $ 1,000,000 Premises Medical Expense(Each Person) $ 5,000 2. Property Insurance a. Property insurance shall be written on a Covered Cause of Loss-Special Form,replacement cost coverage,including coverage for flood and earth movement. b. Pitkin County shall be named as a loss payee on property coverage for tenant improvements and betterments. c. The Tenant shall be responsible for insuring its own property. d. A waiver of subrogation applies in favor of Pitkin County for any County Property. Coverage for Lessee/Agency's Tenant Improvements, 100%replacement cost Fixtures Coverage on Building(required if Lessee/Agency is sole 100%replacement cost occupant) Coverage for Loss of Rents Amount equal to all Minimum Annual Rent and other sums payable under the Agreement 3. Worker's Compensation and Employers' Liability Minimum Limits: Coverage A (Workers' Compensation) Statutory Coverage B (Employers Liability) $ 1,000,000 $ 1,000,000 $ 500,000 B. Additional Insured Requirements: The policies shall include,or be endorsed to include,the following provisions: a. On insurance policies where the County/Lessor is named as an additional insured, the County/Lessor shall be an additional insured to the full limits of liability purchased by the Lessee/Agency even if those limits of liability are in excess of those required by this Agreement. C. Notice of Cancellation: Each insurance policy required by the insurance provisions of this Contract shall provide the required coverage and shall not be suspended, voided or canceled except after thirty(30) days prior written notice has been given to the County/Lessor,except when cancellation is for non-payment of premium,then ten(10) days prior notice may be given. Such notice shall be sent directly to: Jodi Smith, Facilities Director 485 Rio Grande Place, Unit# 101 Aspen,Colorado, 81611 Phone: (970)920- Fax (970)920-5285 Jodi.smith@pitkincounty.com D. Acceptability of Insurers: Insurance is to be placed with insurers duly licensed or authorized to do business in the state of Colorado and with an"A.M. Best"rating of not less than A-VII. The County/Lessor in no way warrants that the above-required minimum insurer rating is sufficient to protect the Contractor from potential insurer insolvency. E. Verification of Coverage: Lessee/Agency shall famish the County/Lessor with certificates of insurance (ACORD form or equivalent approved by the County/Lessor) as required by this Agreement. The certificates for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and any required endorsements are to be received and approved by the County/Lessor before the Agreement commences. Each insurance policy required by this Agreement must be in effect at or prior to commencement of this Agreement and remain in effect for the duration of the Agreement. Failure to maintain the insurance policies as required by this Agreement or to provide evidence of renewal is a material breach of contract. All certificates required by this Agreement shall be sent directly to: Jodi Smith, Facilities Director 485 Rio Grande Place, Unit# 101 Aspen, Colorado, 81611 Fax(970)920-5285 Jodi.smith@pitkincounty.com The Pitkin County Facilities Department, Agreement number and location description are to be noted on the certificate of insurance. The County/Lessor reserves the right to require complete, certified copies of all insurance policies and endorsements required by this Agreement at any time. DO NOT SEND CERTIFICATES OF INSURANCE TO THE COUNTY/LESSOR'S RISK MANAGEMENT DEPARTMENT. F. Approval: Any modification or variation from the insurance requirements in this Agreement shall be made by Risk Management or the County Attorney's Office, whose decision shall be final. Such action will not require a formal contract amendment,but may be made by administrative action. 20.Termination:This Agreement may be terminated at any time for any cause by either party by 30-day written notice to the other party at the addresses set forth below. 21. Removal of Property: It shall be the responsibility of the Lessee/Agency at its own sole cost and expense,within five days after the expiration of this Agreement,to remove office equipment from the premises.Any equipment not removed within this period of time shall be conclusively deemed to be abandoned by Lessee/Agency and shall become the property of the County/Lessor. 22. Attorney's Fees: In the event legal action is necessary to enforce any of the provisions of this Agreement, the substantially prevailing party shall be entitled to its costs and reasonable attorney's fees. 23. Grant Award Contingency: The Lessee/Agency acknowledges that occupancy of the premises is contingent upon satisfactory and timely compliance with the terms, obligations and provisions set 6 forth in the Grant Award Agreement and that the parties' rights and obligations pursuant to this Agreement will terminate automatically upon termination or cancellation of the Grant Award Agreement between Pitkin County and the Lessee/Agency. Termination of this Agreement shall occur upon thirty(30) days written notice to the address set forth below. Upon termination of this Agreement,Lessee/Agency shall vacate the premises. Lessee/Agency shall be responsible to County/Lessor for the cost of repairs, legal fees, advertising and any other costs incurred in preparing the premises for re-renting. 24.Notice: Any notice required or permitted under this Agreement shall be in writing and shall be provided by electronic delivery to the e-mail addresses set forth below and by one of the following methods 1)hand-delivery or 2) registered or certified mail,postage pre- paid to the mailing addresses set forth below. Each party by notice sent under this paragraph, may change the address to which future notices should be sent. Electronic delivery of notices shall be considered delivered upon receipt of confirmation of delivery on the part of the sender. Noticing contained herein shall be construed to preclude personal service of any notice in the manner prescribed for personal service of a summons or other legal process. For the purpose of counting days for any notice period contained in this Agreement,the period shall commence three days from the date of the postmark of the letter as mailed. To Pitkin County: With Copies to: Board of County Commissioners Pitkin County Attorney's Office CIO Facilities Director 123 Emma Rd. Ste 204 485 Rio GrandePlace#1 01 Basalt,Colorado 81621 Aspen, Colorado 81611 anomey@pitkincounty.com jorksmith@pitkincounty.com To: Community Health Services Liz Stark Lcssee/Agency Director 405 Castle Creek Rd,Suite 20! Aspen, CO 81611 25. Severability; If any provision of this Agreement shall be declared invalid or unenforceable,the remainder of the Agreement shall continue in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the latest date written below. COMMUNITY HEALTH SERVICES: By: I 1�i� /// Liz Star Date Community Health Services Director PITKIN COUNTY, COLORADO: PITKIN COUNTY BOARD OF COUNTY COMMISSIONERS: By: Lf . lX.a1124A- -014(8 Patti Clapper, Chair Date By: '� Jodi mit ` Datb Pitkin County Facilities Director �//� By:G - < �� eQtyie Jo4Peacock, Date Co my Manager B - - - - v/� y: John Ely, :- Date CojSty Attorney