Loading...
HomeMy WebLinkAboutbocc.con.287.21 - BOCC Contract Nos. 285.2021, 286.2021, 287.2021, and 288.2021 Attached Aspen Homeless Shelter Lease Attached as Contract No. 289.2021 & is Pending Signature AN ORDINANCE OF THE BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO,APPROVING LEASE AGREEMENTS WITH ALPINE LEGAL SERVICES,ASPEN HOMELESS SHELTER, COMMUNITY HEALTH SERVICES,MIND SPRINGS HEALTH, RECOVERY RESOURCES AND RESPONSE, AT THE MICHAEL W. SCHULTZ HEALTH AND HUMAN SERVICES BUILDING AND ALPINE LEGAL SERVICES AND RECOVERY RESOURCES FOR SPACE IN THE PITKIN COUNTY COURTHOUSE ORDINANCE NO. 040-2021 RECITALS WHEREAS,pursuant to 30-35-301 C.R.S., the Board of County Commissioners ("BOCC") of Pitkin County, Colorado 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, and; WHEREAS,pursuant to Section 2.8.1 of the Home Rule Charter("HRC"), the BOCC is authorized to take official action by Ordinance for certain matters where action is prescribed pursuant to the Colorado Revised Statutes as amended, and; WHEREAS pursuant to Section 2.8 of the Home Rule Charter, leases for county owned property over one year of if anticipated to be renewed after one year, must come before the BOCC for approval by Ordinance, and; WHEREAS, Pitkin County is the owner of the building known as the Michael W. Schultz Health and Human Services Building ("HHS") located at 405 Castle Creek Road, Aspen Colorado, and; WHEREAS, the BOCC currently leases space in the HHS Building to five entities known as Aspen Homeless Shelter, Space No. 107, 108 and 109, Community Health Services, Space No. 201, Mind Springs Health Space No. 207, Recovery Resources, Space No. 110, and Response, Space No. 203 ("lessees"), WHEREAS, Pitkin County is the owner of the building known as the Pitkin County Courthouse located at 506 East Main Street, Aspen, Colorado, and; WHEREAS, the BOCC currently leases space in the Courthouse to Alpine Legal Services Space No 02B and Recovery Resources, Space No. 02C, and; WHEREAS, all the current leases with the above referenced entities expire on December 31, 2021 and the lessees desire to enter into new individual lease agreements with the BOCC beginning on January 1, 2022 through December 31, 2024, and; WHEREAS, the BOCC desires to rent office space in the HHS Building to the above referenced entities with the provisions in the Pitkin County's standard lease agreement attached hereto as Exhibit A and with the specific provisions for each individual lease as described in Exhibit B attached hereto, and; WHEREAS, the BOCC finds that adoption of this ordinance approving lease agreement with the above referenced is in the best interest of the citizens of Pitkin County. NOW, THEREFORE, BE IT ORDAINED by the Board of County Commissioners of Pitkin County, Colorado that it hereby adopts an Ordinance Approving Lease Agreements with Aspen Homeless Shelter, Alpine Legal Services, Community Health Services, Mind Springs Health, Recovery Resources and Response, at the Michael W. Schultz Health and Human Services Building and Alpine Legal Services and Recovery Resources for Space in the Pitkin County Courthouse with the provisions described in Exhibit A and B attached hereto, and authorizes the Chair or the Chair'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. INTRODUCED AND FIRST READ ON THE 1st DAY OF December, 2021 AND SET FOR SECOND READING AND PUBLIC HEARING ON THE 15th DAY OF December 2021. NOTICE OF PUBLIC HEARING AND TITLE AND SHORT SUMMARY OF THE ORDINANCE PUBLISHED IN THE ASPEN TIMES WEEKLY ON THE 2nd DAY OF December, 2021. NOTICE OF PUBLIC HEARING AND THE FULL TEXT OF THE ORDINANCE POSTED ON THE OFFICIAL PITKIN COUNTY WEBSITE (www.pitkincounty.com) ON THE 2nd DAY OF December 2021. ADOPTED AFTER FINAL READING AND PUBLIC HEARING ON THE 15th DAY OF December 2021. POSTED BY TITLE AND SHORT SUMMARY ON THE OFFICIAL PITKIN COUNTY WEBSITE (www.pitkincounty.com) ON THE 16th DAY OF December, 2021. PUBLISHED BY TITLE AND SHORT SUMMARY, AFTER ADOPTION, IN THE ASPEN TIMES WEEKLY ON THE 23rd DAY OF December, 2021. ATTEST: BOARD OF COUNTY COMMISSIONERS Bya ftAl By: 7-; Julia Ely Kelly McNicholas Kury, Chair Deputy County Clerk Date: Jan-02-2022 APPROVED AS TO FORM: MANAGER APPROVAL John Ely, County Attorney Phylis Mattice for Jon Peacock, County Manager EXHIBIT B CURRENT IN-KIND LEASES 2022-2024 NAME LOCATION SUITE #/ LEASE AMOUNT SQ. FOOTAGE ANNUAL Aspen Homeless Michael W. Schultz Suites 107, 108 & 109 Health and Human $38,955.00 Shelter 1298.50 s.f. Services Building Pitkin County Suite 02B Alpine Legal Services Courthouse 167 s.f. $5010.00 Community Health Michael W. Schultz Suite 201 Services Health and Human 1945.50 s.f. $58,365.00 Services Building Michael W. Schultz Suite 110, 207 Mind Springs Health Health and Human 2498 s.f. $74,940.00 Services Building Michael W. Schultz HHS—Suite 110, 206 Health and Human 545 s.f. Recovery Resources Services Building and $20,130.00 Pitkin County Courthouse Suite 02C Courthouse 126 s.f. Michael W. Schultz Suite 203 Response Health and Human $12,548.10 Services Building 418.27 s.f. TOTAL ANNUAL IN-KIND RENT: $209,948.10 Contract No. 285.2021 i1'KIN COUNT _ZD.C\g — LEASE AGREEMENT BETWEEN THE BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO AND ALPINE LEGAL SERVICES THIS LEASE AGREEMENT hereinafter referred to as ("the Agreement") is made and entered into on the 1 day of January , 2022 by Alpine Legal 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 office space in the Pitkin County Courthouse located at 506 E. Main Street, Suite 02B, Aspen, Colorado. WHEREAS: The County/Lessor is willing to permit the Lessee/Agency to occupy space located in the Pitkin County Courthouse and as more specifically hereinafter provided, as well as allow the Lessee/Agency access to certain portions of the Pitkin County Courthouse 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 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: The County/Lessor hereby leases and demises to Lessee/Agency, 167 square feet of floor area designated as Suite No. 02B in the Pitkin County Courthouse. Absent any termination for cause under paragraph 14 of this Agreement, this Agreement shall begin on January 1, 2022 and continue thru December 31, 2024. 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 Manager/Director. 4. Payment. The rent is $30.00 per square foot per year, for the space rented by Lessee/Agency, totaling $5,010.00 annually. However, the County/Lessor shall provide an in-kind rent contribution of$5,010.00 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/Director on a case by case basis. Lessee/Agency will be asked to pay for upgrades. C. Recycling and composting is required of the Lessee during the term of the lease and must be taken to shared bins in centralized location of the building. D. In order to ensure the safety of the building tenants,building infrastructure and to meet other state and county regulations Lessee is required to contact the Pitkin County Facilities Director/Operations Manager for pre-approval of all equipment upgrades, replacements, and additions in their lease space, including but not limited to heating/cooling devices, large kitchen appliances such as dishwasher, garbage disposals,refrigerators,laundry,and network equipment such as server locations. Pre- approvals must be submitted in writing 30 days prior to installation. Failure to receive written approval will be a considered non-compliance with the lease agreement. 2 Lessee Responsibilities: A. Security Requirements: 1) The Authorized Agent for Lessee will serve as the primary access control approver or he or she may delegate to other individuals working in the Leased Premises, to coordinate with Facilities Management for access control schedules, changes and or troubleshooting issues. 2) The Authorized Agent for Lessee authorizing access for an individual is responsible for removing, returning, or revoking that access as required. This includes any metal keys or electronic access devices issued to allow access to Lessee controlled areas. 3) All windows shall be secured and locked at all times 4) Retain Card Access ID at all times—never loan your card to another person. 5) Wear or have your Card Access ID on you at all times when working in the Leased Premises. In the event of a Leased Premises lockdown you will need your card to gain access to secure areas. 6) When entering and exiting before/after hours, ensure the door behind you is secure before proceeding to your office. 7) All visitors, clients, and employees without access control are required to use the Main Street entrance and go through the security check-point. Escorting anyone without their own assigned access card is unacceptable, including family and friends. 8) Keep doors closed at all times: propped exit doors may cause alarms to sound. 9) If, for any reason you do not have your Card Access ID, and cannot gain access to the Leased Premises, only the Authorized Agent for Lessee will grant you access. Facilities staff has been directed to refer anyone without their access card to the Authorized Agent for Lessee. 10) Unauthorized persons (those without a Card Access ID) are not permitted into the Leased Premises after hours unless under the supervision of a Lessee host with a Card Access ID. 11) Report lost and stolen cards immediately per Card Access Procedures set forth in this section(m)below. 12) Lessee and its individual staff are responsible for securing and safeguarding any access device they have been issued. This includes but is not limited to,metal keys, Access Card, proximity device, biometric device, combination, PIN code, or any 3 device used to gain access to the Leased Premises or areas under the control of, or maintained by, the County. 13) Lessee and its individual staff are responsible for proactively confirming their Card and/or PIN code work properly, prior to the necessity of after-hours Leased Premises access, weekend access or to attend to any type of critical meetings or incidents in the Leased Premises. Failure to do this could result in delays in gaining Leased Premises access. 14) If any access device, for which Lessee or its individual staff are responsible is lost, stolen or compromised the user must report it immediately to the Facilities Management Team (facililities_admin@pitkincounty.com) and the Authorized Agent for Lessee. In addition to the reporting procedure listed above, if metal keys are lost or stolen the Authorized Agent for the Lessee or Lessee's individual staff must contact the Facilities Management Team and follow procedures regarding lost or stolen keys. B. Pets: 1) Non-profit Lessees are prohibited from having dogs or other pets on the premises. Service dogs shall be allowed on the premises, but shall be controlled and monitored at all times. 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.com/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: Pitkin County leases space in the Pitkin County Courthouse to non-profit agencies that help further the community's access to legal services. In order to best meet community needs,the 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. 11. 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. 12. Utilities: The County/Lessor shall supply heating and electricity to the leased premises at no additional charge. 4 13. Phones and Data: Lessee/Agency shall provide its own phone service and Internet connections. 14. 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/Lessor, 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 Lessee/Agency to vacate the premises, whereupon the parties shall have no further obligations hereunder. 15. 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/ 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. 16. 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. 17. 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 5 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. 6 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 maybe given. Such notice shall be sent directly to: Facilities Director 485 Rio Grande Place, Unit# 101 Aspen, Colorado, 81611 Phone: (970) 920-5377 facilities_admin@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 7 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 be sent directly to: Facilities Director 485 Rio Grande Place, Unit# 101 Aspen, Colorado, 81611 Facilities_admin@pitkincounty.corn 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. 18. A2encv Obligations: Agency Directors/Managers are responsible for training new staff hires on security measures before a new employee security access badge is issued. All Agencies within the Pitkin County Courthouse and their employees and clients are expected to adhere to all Courthouse Building Policies. This includes, but is not limited to,The All Campus No Smoking/Vaping policy and the No Weapons Allowed on Premise Policy. It is the responsibility of each Agency to self- police that their employees and clients are following this policy and any infraction to these policies would be considered a breach of agency responsibility and could result in termination of lease. 19. Termination: This Agreement may be terminated at any time for any cause by either 8 party by 30- day written notice to the other party at the addresses set forth below. 20. 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. 21. 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. 22. 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 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. 23. 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 530 E. Main Street, Suite 302 485 Rio Grande Place#101 Aspen, Colorado 81611 Aspen, Colorado 81611 attorney@pitkincounty.com Facilities_admin@pitkincounty.com 9 To: Alpine Legal Services: Jennifer Wherry Executive Director 506 E. Main Street, Suite 02B Aspen, CO 81611 jennifer@alpinelegalservices.org 24. 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. LESSEE/AGENCY: ALPINE LEGAL SERVICES By: CG !" Dec-30-2021 Executive Director Date PITKIN COUNTY BOARD OF COUNTY COMMISSIONERS: By: 7z2 X,8 Jan-02-2022 Kelly McNicholas Kury, Chair Date By: a fill Jan-03-2022 Julia Ely, Deputy County Clerk Date By: p ' S Dec-31-2021 Jodi Smith, Date Pitkin County Facilities Director APPROVED AS TO FORM: By: I�^"' Et/ Jan-02-2022 John Ely, Date County Attorney 10 Contract No. 286.2021 i1'KIN u COUNT1( LEASE AGREEMENT BETWEEN THE BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO AND COMMUNITY HEALTH SERVICES THIS LEASE AGREEMENT hereinafter referred to as ("the Agreement") is made and entered into on the 1 day of January , 2022 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 office space in the Michael W. Schultz Health and Human Services Building("HHS")located at 405 Castle Creek Road, Suite 201,Aspen, Colorado. WHEREAS: The County/Lessor is willing to permit the Lessee/Agency to occupy space located in the HHS Building and as more specifically hereinafter provided, as well as allow the Lessee/Agency access to certain portions of the HHS Building 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 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: The County/Lessor hereby leases and demises to Lessee/Agency, 1,945.5 square feet of floor area designated as Suite No. 201 in the HHS Building. Absent any termination for cause under paragraph 14 of this Agreement, this Agreement shall begin on January 1, 2022 and continue thru December 31, 2024. 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 Manager/Director. 4. Payment. The rent is $30.00 per square foot per year, for the space rented by Lessee/Agency, totaling $58,365.00. However, the County/Lessor shall provide an in- kind rent contribution of$58,365.00 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/Director on a case by case basis. Lessee/Agency will be asked to pay for upgrades. C. Recycling and composting is required of the Lessee during the term of the lease. D. In order to ensure the safety of the building tenants,building infrastructure and to meet other state and county regulations Lessee is required to contact the Pitkin County Facilities Director/Operations Manager for pre-approval of all equipment upgrades, replacements, and additions in their lease space, including but not limited to heating/cooling devices, large kitchen appliances such as dishwasher, garbage disposals,refrigerators,laundry,and network equipment such as server locations. Pre- approvals must be submitted in writing 30 days prior to installation. Failure to receive written approval will be a considered non-compliance with the lease agreement. 2 Lessee Responsibilities A. Security Requirements: 1) The Authorized Agent for Lessee will serve as the primary access control approver or he or she may delegate to other individuals working in the Leased Premises, to coordinate with Facilities Management for access control schedules, changes and or troubleshooting issues. 2) The Authorized Agent for Lessee authorizing access for an individual is responsible for removing, returning, or revoking that access as required. This includes any metal keys or electronic access devices issued to allow access to Lessee controlled areas. 3) All windows shall be secured and locked before leaving for the day/weekend. 4) Retain Card Access ID at all times—never loan your card to another person. 5) Wear or have your Card Access ID on you at all times when working in the Leased Premises. In the event of a Leased Premises lockdown you will need your card to gain access to secure areas. 6) When entering and exiting before/after hours, ensure the door behind you is secure before proceeding to your office. 7) Keep doors closed at all times: propped exit doors may cause alarms to sound. 8) If, for any reason you do not have your Card Access ID, and cannot gain access to the Leased Premises, only the Authorized Agent for Lessee will grant you access. Facilities staff has been directed to refer anyone without their access card to the Authorized Agent for Lessee. 9) Unauthorized persons (those without a Card Access ID) are not permitted into the Leased Premises after hours unless under the supervision of a Lessee host with a Card Access ID. 10) Report lost and stolen cards immediately per Card Access Procedures set forth in this section(m)below. 11) Lessee and its individual staff are responsible for securing and safeguarding any access device they have been issued. This includes but is not limited to,metal keys, Access Card, proximity device, biometric device, combination, PIN code, or any device used to gain access to the Leased Premises or areas under the control of, or maintained by, the County. 12) Lessee and its individual staff are responsible for proactively confirming their Card and/or PIN code work properly, prior to the necessity of after-hours Leased Premises access, weekend access or to attend to any type of critical meetings or 3 incidents in the Leased Premises. Failure to do this could result in delays in gaining Leased Premises access. 13) If any access device, for which Lessee or its individual staff are responsible is lost, stolen or compromised the user must report it immediately to the Facilities Management Team (facililities_admin@pitkincounty.com) and the Authorized Agent for Lessee. In addition to the reporting procedure listed above, if metal keys are lost or stolen the Authorized Agent for the Lessee or Lessee's individual staff must contact the Facilities Management Team and follow procedures regarding lost or stolen keys. B. Pets: 1) Dogs or other pets shall be prohibited on the premises at all times. Service dogs shall be allowed on the premises,but shall be controlled and monitored at all times. 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.com/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: Pitkin County 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, the 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. 11. 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. 12. Utilities: The County/Lessor shall supply heating and electricity to the leased premises at no additional charge. 13. Phones and Data: Lessee/Agency shall provide its own phone service and Internet connections. 14. 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/Lessor, or the 4 building or leased premises become damaged or untenantable for any reason during the term hereof, the County/Lessor shall have the right to declare this Agreement terminated and require Lessee/Agency to vacate the premises, whereupon the parties shall have no further obligations hereunder. 15. 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/ 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. 16. 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. 17. 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. 5 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 6 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 maybe given. Such notice shall be sent directly to: Facilities Director 485 Rio Grande Place, Unit# 101 Aspen, Colorado, 81611 Phone: (970) 920-5377 facilities_admin@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 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 7 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: Facilities Director 485 Rio Grande Place, Unit# 101 Aspen, Colorado, 81611 Facilities_admin@pitkincounty.corn 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. 18. Agency Obligations: Mandatory agency Emergency Response Team (ERT) participation is required. Meetings are held quarterly and Directors/Managers of all HHS agencies are required to attend and share decisions/meeting outcomes with their staff. All agency staff are expected to be trained to these outcomes. Agency Directors/Managers are responsible for training new staff hires on the HHS security measures before a new employee security access badge is issued. This includes, but is not limited to, sharing the Employee Tenant and Safety Packet, mandating the viewing of the Run/Hide/Fight Video, and physically showing all new hires the fire/emergency exits in the HHS Building. All directors/managers are also responsible for mandating all agency employees attend all HHS bi-annual Safety/Security trainings. All Agencies within the HHS Building and their employees and clients are expected to adhere to all HHS Building Policies. This includes, but is not limited to, The All Campus No Smoking/Vaping policy and the No Weapons Allowed on Premise Policy. It is the responsibility of each Agency to self-police that their employees and clients are following this policy and any infraction to these policies would be considered a breach of agency responsibility and could result in termination of lease. 19. 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. 8 20. 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. 21. 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. 22. 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 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 the County/Lessor for the cost of repairs, legal fees, advertising and any other costs incurred in preparing the premises for re-renting. 23. 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 prepaid 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 530 E. Main Street, Suite 302 485 Rio Grande Place#101 Aspen, Colorado 81611 Aspen, Colorado 81611 attorney@pitkincounty.com Facilities_admin@pitkincounty.com To: Community Health Services: Logan Hood Community Health Services Director 405 Castle Creek Rd., Suite 201 9 Aspen, CO 81611 logan.hood@aspencommunityhealth.org 24. 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. LESSEE/AGENCY: COMMUNITY HEALTH SERVICES By: (14 k-661. Dec-17-2021 Community Health Services Director Date PITKIN COUNTY BOARD OF COUNTY COMMISSIONERS: '41i By: d 7z2ZC.. . 7 � Dec-28-2021 Kelly McNicholas Kury, Chair Date By: __' A fttl Dec-28-2021 Julia Ely, Deputy County Clerk Date By: �`L'' 5"`"''l' Dec-17-2021 Jodi Smith, Date Pitkin County Facilities Director APPROVED AS TO FORM: 01.nti Dec-18-2021 By: r John Ely, Date County Attorney 10 Contract No. 287.2021 i1'KIN COUNT LEASE AGREEMENT BETWEEN THE BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO AND MIND SPRINGS HEALTH THIS LEASE AGREEMENT hereinafter referred to as ("the Agreement") is made and entered into on the 1 day of January , 2022 by Mind Springs Health 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 office space in the Michael W. Schultz Health and Human Services Building("HHS") located at 405 Castle Creek Road, Suite 11,Aspen, Colorado. WHEREAS: The County/Lessor is willing to permit the Lessee/Agency to occupy space located at HHS and as more specifically hereinafter provided, as well as allow the Lessee/Agency access to certain portions of the HHS 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 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: The County/Lessor hereby leases and demises to Lessee/Agency, 2,498 square feet of floor area designated as Suite No. 207 (2321 s.f.) and Suite 110 (177 s.f.) in the HHS Building. Absent any termination for cause under paragraph 14 of this Agreement, this Agreement shall begin on January 1, 2022 and continue thru December 31, 2024. 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 Manager/Director. 4. Payment. The rent is $30.00 per square foot per year, for the space rented by Lessee/Agency, totaling $74,940.00 annually; however, the County/Lessor shall provide an in-kind rent contribution of$74,940.00 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/Director on a case by case basis. Lessee/Agency will be asked to pay for upgrades. C. Recycling and composting is required of the Lessee during the term of the lease. D. In order to ensure the safety of the building tenants,building infrastructure and to meet other state and county regulations Lessee is required to contact the Pitkin County Facilities Director/Operations Manager for pre-approval of all equipment upgrades, replacements, and additions in their lease space, including but not limited to heating/cooling devices, large kitchen appliances such as dishwasher, garbage disposals,refrigerators,laundry,and network equipment such as server locations. Pre- approvals must be submitted in writing 30 days prior to installation. Failure to receive written approval will be a considered non-compliance with the lease agreement. 2 E. Leased Premises Security Requirements: Lessee Responsibilities 1) The Authorized Agent for Lessee will serve as the primary access control approver or he or she may delegate to other individuals working in the Leased Premises, to coordinate with Facilities Management for access control schedules, changes and or troubleshooting issues. 2) The Authorized Agent for Lessee authorizing access for an individual is responsible for removing, returning, or revoking that access as required. This includes any metal keys or electronic access devices issued to allow access to Lessee controlled areas. 3) All windows shall be secured and locked before leaving for the day/weekend. 4) Retain Card Access ID at all times—never loan your card to another person. 5) Wear or have your Card Access ID on you at all times when working in the Leased Premises. In the event of a Leased Premises lockdown you will need your card to gain access to secure areas. 6) When entering and exiting before/after hours, ensure the door behind you is secure before proceeding to your office. 7) Keep doors closed at all times: propped exit doors may cause alarms to sound. 8) If, for any reason you do not have your Card Access ID, and cannot gain access to the Leased Premises, only the Authorized Agent for Lessee will grant you access. Facilities staff has been directed to refer anyone without their access card to the Authorized Agent for Lessee. 9) Unauthorized persons (those without a Card Access ID) are not permitted into the Leased Premises after hours unless under the supervision of a Lessee host with a Card Access ID. 10) Report lost and stolen cards immediately per Card Access Procedures set forth in this section(m)below. 11) Lessee and its individual staff are responsible for securing and safeguarding any access device they have been issued. This includes but is not limited to,metal keys, Access Card, proximity device, biometric device, combination, PIN code, or any device used to gain access to the Leased Premises or areas under the control of, or maintained by, the County. 12) Lessee and its individual staff are responsible for proactively confirming their Card and/or PIN code work properly, prior to the necessity of after-hours Leased Premises access, weekend access or to attend to any type of critical meetings or incidents in the Leased Premises. Failure to do this could result in delays in gaining Leased Premises access. 3 13) If any access device, for which Lessee or its individual staff are responsible is lost, stolen or compromised the user must report it immediately to the Facilities Management Team (facililities_admin@pitkincounty.com) and the Authorized Agent for Lessee. In addition to the reporting procedure listed above, if metal keys are lost or stolen the Authorized Agent for the Lessee or Lessee's individual staff must contact the Facilities Management Team and follow procedures regarding lost or stolen keys. 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.com/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: Pitkin County 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, the 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. 11. 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. 12. Utilities: The County/Lessor shall supply heating and electricity to the leased premises at no additional charge. 13. Phones and Data: Lessee/Agency shall provide its own phone service and Internet connections. 14. 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/Lessor, or the building or leased premises become damaged or untenantable for any reason during the term hereof, the County/Lessor shall have the right to declare this Agreement terminated and require Lessee/Agency to vacate the premises, whereupon the parties shall have no further obligations hereunder. 15. 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, 4 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/ 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. 16. 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. 17. 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, 5 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 6 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: Facilities Director 485 Rio Grande Place, Unit# 101 Aspen, Colorado, 81611 Phone: (970) 920-5377 facilities_admin@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 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. 7 All certificates required by this Agreement shall be sent directly to: Facilities Director 485 Rio Grande Place, Unit# 101 Aspen, Colorado, 81611 Facilities_admin@pitkincounty.corn 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. 18. Agency Obligations: Mandatory agency Emergency Response Team(ERT)participation is required. Meetings are held quarterly and Directors/Managers of all HHS agencies are required to attend and share decisions/meeting outcomes with their staff. All agency staff are expected to be trained to these outcomes. Agency Directors/Managers are responsible for training new staff hires on the HHS security measures before a new employee security access badge is issued. This includes, but is not limited to, sharing the Employee Tenant and Safety Packet, mandating the viewing of the Run/Hide/Fight Video, and physically showing all new hires the fire/emergency exits in the HHS Building. All directors/managers are also responsible for mandating all agency employees attend all HHS bi-annual Safety/Security trainings. All Agencies within the HHS Building and their employees and clients are expected to adhere to all HHS Building Policies. This includes, but is not limited to, The All Campus No Smoking/Vaping policy and the No Weapons Allowed on Premise Policy. It is the responsibility of each Agency to self-police that their employees and clients are following this policy and any infraction to these policies would be considered a breach of agency responsibility and could result in termination of lease. 19. 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. 20. 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 8 of the County/Lessor. 21. 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. 22. 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 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 the County /Lessor for the cost of repairs, legal fees, advertising and any other costs incurred in preparing the premises for re-renting. 23. 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 prepaid 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 530 E. Main Street, Suite 302 485 Rio Grande Place#101 Aspen, Colorado 81611 Aspen, Colorado 81611 attorney@pitkincounty.com Facilities_admin@pitkincounty.com To: Mind Springs Health: Doug Pattison Lessee/Agency 715 Horizon Drive, Suite 225 Grand Junction, CO 81506 dpattison@mindspringshealth.org 24. 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. 9 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the latest date written below. LESSEE/AGENCY: MIND SPRINGS HEALTH By: VbtAl PA S6t& Jan-02-2022 Doug Pattison, CFO Date PITKIN COUNTY BOARD OF COUNTY COMMISSIONERS: By: 2 76a Jan-04-2022 Kelly McNicholas Kury, Chair Date By: ,la, 61/ Jan-04-2022 Julia Ely, Deputy County Clerk Date yoh: S""W. Jan-04-2022 By: Jodi Smith, Date Pitkin County Facilities Director APPROVED AS TO FORM: So Jan-04-2022 By 7 John Ely, Date County Attorney 10 Contract No. 288.2021 i1'KIN u COUNT v-),Cv - — LEASE AGREEMENT BETWEEN THE BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO AND RECOVERY RESOURCES THIS LEASE AGREEMENT hereinafter referred to as ("the Agreement") is made and entered into on the 1 day of January , 2022 by Recovery Resources 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 office space in the Michael W. Schultz Health and Human Services Building ("HHS") located at 405 Castle Creek Road, Detox Center, Suite 206, and Suite No. 110 and Suite 02C in the Pitkin County Courthouse located at 506 E. Main Street, Aspen Colorado. WHEREAS: The County/Lessor is willing to permit the Lessee/Agency to occupy space located in the Pitkin County Courthouse and as more specifically hereinafter provided, as well as allow the Lessee/Agency access to certain portions of the HHS 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 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: Term: The County/Lessor hereby leases and demises to Lessee/Agency, 405 Castle Creek Road, Detox Center, Suite 206, Aspen, Colorado containing approximately 391 square feet of leasable space, 154 square feet of floor area designated as Suite No. 110 in the HHS Building and 126 square feet of floor area designated as Suite 02C in the Pitkin County Courthouse. Absent any termination for cause under paragraph 14 of this Agreement,this Agreement shall begin on January 1, 2022 and continue thru December 31, 2024. 1. 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. 2. 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 Manager/Director. 3. Payment. The rent is $30.00 per square foot per year, for the spaces rented by Lessee/Agency, totaling $20,130.00. However, the County/Lessor shall provide an in- kind rent contribution of$20,130.00 to Lessee/Agency. 4. 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. 5. 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. 6. 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/Director on a case by case basis. Lessee/Agency will be asked to pay for upgrades. C. Recycling and composting is required of the Lessee during the term of the lease. D. In order to ensure the safety of the building tenants,building infrastructure and to meet other state and county regulations Lessee is required to contact the Pitkin County Facilities Director/Operations Manager for pre-approval of all equipment upgrades, replacements, and additions in their lease space, including but not limited to heating/cooling devices, large kitchen appliances such as dishwasher, garbage 2 disposals,refrigerators,laundry,and network equipment such as server locations. Pre- approvals must be submitted in writing 30 days prior to installation. Failure to receive written approval will be a considered non-compliance with the lease agreement. Lessee Responsibilities A. Security Requirements: 1) The Authorized Agent for Lessee will serve as the primary access control approver or he or she may delegate to other individuals working in the Leased Premises, to coordinate with Facilities Management for access control schedules, changes and or troubleshooting issues. 2) The Authorized Agent for Lessee authorizing access for an individual is responsible for removing, returning, or revoking that access as required. This includes any metal keys or electronic access devices issued to allow access to Lessee controlled areas. 3) All windows shall be secured and locked before leaving for the day/weekend. 4) Retain Card Access ID at all times—never loan your card to another person. 5) Wear or have your Card Access ID on you at all times when working in the Leased Premises. In the event of a Leased Premises lockdown you will need your card to gain access to secure areas. 6) When entering and exiting before/after hours, ensure the door behind you is secure before proceeding to your office. 7) Keep doors closed at all times: propped exit doors may cause alarms to sound. 8) If, for any reason you do not have your Card Access ID, and cannot gain access to the Leased Premises, only the Authorized Agent for Lessee will grant you access. Facilities staff has been directed to refer anyone without their access card to the Authorized Agent for Lessee. 9) Unauthorized persons (those without a Card Access ID) are not permitted into the Leased Premises after hours unless under the supervision of a Lessee host with a Card Access ID. 10) Report lost and stolen cards immediately per Card Access Procedures set forth in this section(m)below. 11) Lessee and its individual staff are responsible for securing and safeguarding any access device they have been issued. This includes but is not limited to,metal keys, Access Card, proximity device, biometric device, combination, PIN code, or any device used to gain access to the Leased Premises or areas under the control of, or maintained by, the County. 12) Lessee and its individual staff are responsible for proactively confirming their Card and/or PIN code work properly, prior to the necessity of after-hours Leased 3 Premises access, weekend access or to attend to any type of critical meetings or incidents in the Leased Premises. Failure to do this could result in delays in gaining Leased Premises access. 13) If any access device, for which Lessee or its individual staff are responsible is lost, stolen or compromised the user must report it immediately to the Facilities Management Team (facililities_admin@pitkincounty.com) and the Authorized Agent for Lessee. In addition to the reporting procedure listed above, if metal keys are lost or stolen the Authorized Agent for the Lessee or Lessee's individual staff must contact the Facilities Management Team and follow procedures regarding lost or stolen keys. B. Pets: 1) Dogs or other pets shall be prohibited on the premises at all times. Service dogs shall be allowed on the premises,but shall be controlled and monitored at all times. 7. 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.com/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). 8. Non-Assignment: This Agreement and the rights arising under it shall not be assigned or transferred by Lessee/Agency. 9. Occupancy Requirement: Pitkin County leases space in the Schultz Health & Human Services Building and the Pitkin County Courthouse to non-profit agencies that help further the community's access to health and human and pretrial services. In order to best meet community needs, the 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. 10. 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. 11. Utilities: The County/Lessor shall supply heating and electricity to the leased premises at no additional charge. 12. Phones and Data: Lessee/Agency shall provide its own phone service and Internet connections. 13. Termination for Cause and Unsuitability: In the event that the Lessee/Agency shall 4 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/Lessor, or the building or leased premises become damaged or untenantable for any reason during the term hereof, the County/Lessor shall have the right to declare this Agreement terminated and require Lessee/Agency to vacate the premises, whereupon the parties shall have no further obligations hereunder. 14. 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/ 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. 15. 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. 16. 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 5 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) 6 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: Facilities Director 485 Rio Grande Place, Unit# 101 Aspen, Colorado, 81611 Phone: (970) 920-5377 facilities_admin@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 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. 7 All certificates required by this Agreement shall be sent directly to: Facilities Director 485 Rio Grande Place, Unit# 101 Aspen, Colorado, 81611 Facilities_admin@pitkincounty.corn 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. 17. Agency Obligations: Mandatory agency Emergency Response Team (ERT) participation is required. Meetings are held quarterly and Directors/Managers of all HHS agencies are required to attend and share decisions/meeting outcomes with their staff. All agency staff are expected to be trained to these outcomes. Agency Directors/Managers are responsible for training new staff hires on the HHS and Pitkin County Courthouse security measures before a new employee security access badge is issued. This includes, but is not limited to, sharing the Employee Tenant and Safety Packet, mandating the viewing of the Run/Hide/Fight Video, and physically showing all new hires the fire/emergency exits in the HHS Building and the Pitkin County Courthouse. All directors/managers are also responsible for mandating all agency employees attend all HHS and Pitkin County Courthouse bi-annual Safety/Security trainings. All Agencies within the HHS Building and the Pitkin County Courthouse and their employees and clients are expected to adhere to all HHS and Pitkin County Courthouse Building Policies.This includes,but is not limited to,The All Campus No Smoking/Vaping policy and the No Weapons Allowed on Premise Policy. It is the responsibility of each Agency to self- police that their employees and clients are following this policy and any infraction to these policies would be considered a breach of agency responsibility and could result in termination of lease. 18. 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. 19. 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 8 of the County/Lessor. 20. 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. 21. 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 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 the County/Lessor for the cost of repairs, legal fees, advertising and any other costs incurred in preparing the premises for re-renting. 22. 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 prepaid 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 530 E. Main Street, Suite 302 485 Rio Grande Place#101 Aspen, Colorado 81611 Aspen, Colorado 81611 attorney@pitkincounty.com Facilities_admin@pitkincounty.com To: Recovery Resources: Janelle Duhon Program Director 405 Castle Creek Rd., Suite 206 Aspen, CO 81611 janelleduhon@rrdetox.com 9 23. 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. LESSEE/AGENCY: RECOVERY RESOURCES By: lout& Pula t& Dec-17-2021 Executive Director Date PITKIN COUNTY BOARD OF COUNTY COMMISSIONERS: By: 7Z2 76 Jan-02-2022 Kelly McNicholas Kury, Chair Date By: Ala' ""1 Jan-03-2022 Julia Ely, Deputy County Clerk Date By: 204 STM' Dec-17-2021 Jodi Smith, Date Pitkin County Facilities Director APPROVED AS TO FORM: 5oM^ �7 Dec-18-2021 By: John Ely, Date County Attorney 10 Contract No. 289.2021 plriiIN COUNT v�,cv - LEASE AGREEMENT BETWEEN BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO AND ASPEN HOMELESS SHELTER THIS LEASE AGREEMENT hereinafter referred to as ("the Agreement") is made and entered into on the day of ,2022 by Aspen Homeless Shelter 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 office space in the Michael W. Schultz Health and Human Services Building ("HHS"), Suite 107,108 and 109, located at 405 Castle Creek Road, Aspen, Colorado. WHEREAS: The County/Lessor is willing to permit the Lessee/Agency to occupy space located in the HHS Building and as more specifically hereinafter provided, as well as allow the Lessee/Agency access to certain portions of the HHS Building 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 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: The County/Lessor hereby leases and demises to Lessee/Agency, 1,298.5 square feet of floor area designated as Suite Nos. 107, 108 & 109 in the HHS Building. Absent any termination for cause under paragraph 14 of this Agreement, this Agreement shall begin on January 1, 2022 and continue thru December 31, 2024. 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 Manager/Director. 4. Payment. The rent is $30.00 per square foot per year, for the space rented by Lessee/Agency,totaling$38,955.00 annually. However,the County/Lessor shall provide an in-kind rent contribution of$38,955.00 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/Director on a case by case basis. Lessee/Agency will be asked to pay for upgrades. C. Recycling and composting is required of the Lessee during the term of the lease. D. In order to ensure the safety of the building tenants,building infrastructure and to meet other state and county regulations Lessee is required to contact the Pitkin County Facilities Director/Operations Manager for pre-approval of all equipment upgrades, replacements, and additions in their lease space, including but not limited to heating/cooling devices, large kitchen appliances such as dishwasher, garbage disposals,refrigerators,laundry,and network equipment such as server locations. Pre- 2 approvals must be submitted in writing 30 days prior to installation. Failure to receive written approval will be a considered non-compliance with the lease agreement. Lessee Responsibilities A. Security Requirements: 1) The Authorized Agent for Lessee will serve as the primary access control approver or he or she may delegate to other individuals working in the Leased Premises, to coordinate with Facilities Management for access control schedules, changes and or troubleshooting issues. 2) The Authorized Agent for Lessee authorizing access for an individual is responsible for removing, returning, or revoking that access as required. This includes any metal keys or electronic access devices issued to allow access to Lessee controlled areas. 3) All windows shall be secured and locked before leaving for the day/weekend. 4) Retain Card Access ID at all times—never loan your card to another person. 5) Wear or have your Card Access ID on you at all times when working in the Leased Premises. In the event of a Leased Premises lockdown you will need your card to gain access to secure areas. 6) When entering and exiting before/after hours, ensure the door behind you is secure before proceeding to your office. 7) Keep doors closed at all times: propped exit doors may cause alarms to sound. 8) If, for any reason you do not have your Card Access ID, and cannot gain access to the Leased Premises, only the Authorized Agent for Lessee will grant you access. Facilities staff has been directed to refer anyone without their access card to the Authorized Agent for Lessee. 9) Unauthorized persons (those without a Card Access ID) are not permitted into the Leased Premises after hours unless under the supervision of a Lessee host with a Card Access ID. 10) Report lost and stolen cards immediately per Card Access Procedures set forth in this section(m)below. 11) Lessee and its individual staff are responsible for securing and safeguarding any access device they have been issued. This includes but is not limited to,metal keys, Access Card, proximity device, biometric device, combination, PIN code, or any device used to gain access to the Leased Premises or areas under the control of, or maintained by, the County. 3 12) Lessee and its individual staff are responsible for proactively confirming their Card and/or PIN code work properly, prior to the necessity of after-hours Leased Premises access, weekend access or to attend to any type of critical meetings or incidents in the Leased Premises. Failure to do this could result in delays in gaining Leased Premises access. 13) If any access device, for which Lessee or its individual staff are responsible is lost, stolen or compromised the user must report it immediately to the Facilities Management Team (facililities_admin@pitkincounty.com) and the Authorized Agent for Lessee. In addition to the reporting procedure listed above, if metal keys are lost or stolen the Authorized Agent for the Lessee or Lessee's individual staff must contact the Facilities Management Team and follow procedures regarding lost or stolen keys. B. Pets: 1) Dogs or other pets shall be prohibited on the premises at all times. Service dogs shall be allowed on the premises,but shall be controlled and monitored at all times. 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.com/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: Pitkin County 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, the 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. 11. 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. 12. Utilities: The County/Lessor shall supply heating and electricity to the leased premises at no additional charge. 13. Phones and Data: Lessee/Agency shall provide its own phone service and Internet 4 connections. 14. 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/Lessor, 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 Lessee/Agency to vacate the premises, whereupon the parties shall have no further obligations hereunder. 15. 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/ 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. 16. 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. 17. 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. 5 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 6 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: Facilities Director 485 Rio Grande Place, Unit# 101 Aspen, Colorado, 81611 Phone: (970) 920-5377 facilities_admin@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 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 7 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: Facilities Director 485 Rio Grande Place, Unit# 101 Aspen, Colorado, 81611 Facilities_admin@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. 18. Agency Obligations: Mandatory agency Emergency Response Team (ERT) participation is required. Meetings are held quarterly and Directors/Managers of all HHS agencies are required to attend and share decisions/meeting outcomes with their staff. All agency staff are expected to be trained to these outcomes. Agency Directors/Managers are responsible for training new staff hires on the HHS security measures before a new employee security access badge is issued. This includes, but is not limited to, sharing the Employee Tenant and Safety Packet, mandating the viewing of the Run/Hide/Fight Video, and physically showing all new hires the fire/emergency exits in the HHS Building. All directors/managers are also responsible for mandating all agency employees attend all HHS bi-annual Safety/Security trainings. All Agencies within the HHS Building and their employees and clients are expected to adhere to all HHS Building Policies. This includes, but is not limited to, The All Campus No Smoking/Vaping policy and the No Weapons Allowed on Premise Policy. It is the responsibility of each Agency to self-police that their employees and clients are following 8 this policy and any infraction to these policies would be considered a breach of agency responsibility and could result in termination of lease. 19. 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. 20. 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. 21. 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. 22. 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 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. 23. 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 530 E. Main Street, Suite 302 485 Rio Grande Place#101 Aspen, Colorado 81611 Aspen, Colorado 81611 attorney@pitkincounty.com Facilities_admin@pitkincounty.com 9 To: Aspen Homeless Shelter: Executive Director 405 Castle Creek Rd., Suites 107, 108 and 109 Aspen, CO 81611 bh3aspen@gmail.com.com 24. 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. LESSEE/AGENCY: ASPEN HOMELESS SHELTER By: Executive Director Date PITKIN COUNTY BOARD OF COUNTY COMMISSIONERS: By: Kelly McNicholas Kury, Chair Date By: Julia Ely, Deputy County Clerk Date By: Jodi Smith, Date Pitkin County Facilities Director APPROVED AS TO FORM: By: John Ely, Date County Attorney 10