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Home My WebLink Aboutbocc.con.157.22 - BOCC AN ORDINANCE OF THE BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO, APPROVING ON BEHALF OF THE ASPEN AMBULANCE DISTRICT AN AGREEMENT ALLOWING THE ASPEN VALLEY HOSPITAL DISTRICT, TO BUYOUT THE GROUND LEASE OF THE ASPEN AMBULANCE DISTRICT ORDINANCE NO. 016-2022 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, The Aspen Ambulance District was formed in 1982 to provide ambulance and emergency service to Pitkin County; and WHEREAS, The Board of County Commissioners is the governing Board of the Aspen Ambulance District (“the District”) and as such, is able to perform any and all acts necessary for the governing and operation of the District; and WHEREAS, in 1992 an Ambulance Garage and Employee quarters were constructed and paid for in full with District funds; and WHEREAS, pursuant to Ordinance 023-1995, the District entered into a lease agreement with Aspen Valley Hospital District (“AVHD”) for the ambulance garage and employee quarters for a fifty (50) year term; and WHEREAS, AVHD proposes to buy out the remaining ground lease interest from the District in exchange for the District relinquishing any claim to possession for the property (through the lease interest) and surrendering the leasehold in compliance with the provisions in the Agreement attached hereto as Exhibit A; and WHEREAS, In conjunction with the above, both parties agree the ground lease will terminate and the ambulance barn with rightfully belong to AVHD; and WHEREAS, The Board finds that adoption of this ordinance is necessary for the immediate preservation of the public health, safety and welfare of the citizens of Pitkin County and therefore declares this ordinance and legislation to be effective immediately upon adoption. Contract No. 157-2022 Attached NOW, THEREFORE, BE IT ORDAINED by the Board of County Commissioners of Pitkin County, Colorado that it hereby adopts an Ordinance Approving on Behalf of the Aspen Ambulance District, an Agreement Allowing the Hospital District to Buyout the Ground Lease of the Aspen Ambulance District in a form substantially similar to that attached, and authorizing 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 23RD DAY OF MARCH, 2022 AND SET FOR SECOND READING AND PUBLIC HEARING ON THE 13TH DAY OF APRIL 2022. NOTICE OF PUBLIC HEARING AND TITLE AND SHORT SUMMARY OF THE ORDINANCE PUBLISHED IN THE ASPEN TIMES WEEKLY ON THE 31ST DAY OF MARCH, 2022. NOTICE OF PUBLIC HEARING AND THE FULL TEXT OF THE ORDINANCE POSTED ON THE OFFICIAL PITKIN COUNTY WEBSITE (www.pitkincounty.com ) ON THE 31ST DAY OF MARCH 2022. ADOPTED AFTER FINAL READING AND PUBLIC HEARING ON THE 13TH DAY OF APRIL 2022. POSTED BY TITLE AND SHORT SUMMARY ON THE OFFICIAL PITKIN COUNTY WEBSITE (www.pitkincounty.com ) ON THE 14TH DAY OF APRIL, 2022. PUBLISHED BY TITLE AND SHORT SUMMARY, AFTER ADOPTION, IN THE ASPEN TIMES WEEKLY ON THE 21ST DAY OF APRIL, 2022. ATTEST: BOARD OF COUNTY COMMISSIONERS By _________________________ By: _____________________________ Julia Ely Patti Clapper, Chair Deputy County Clerk Date: ______________ APPROVED AS TO FORM: MANAGER APPROVAL ___________________________ _________________________________ John Ely, County Attorney Phylis Mattice for Jon Peacock, County Manager Form Revised 01-01-2022 Apr-14-2022 AGREEMENT TO BUYOUT THE GROUND LEASE AND CONVEYANCE OF THE AMBULANCE FACIILTY This Agreement is by and between Aspen Valley Hospital District (AVHD) and the Aspen Ambulance District (AAD or District) and is effective as of 1 February 2022. RECITALS WHEREAS, On Feb 22, 1995, AVHD and AAD executed a ground lease agreement with a term of 50 years (expiring in 2045); and WHEREAS, the District constructed an ambulance facility “ambulance barn” on the property; and WHEREAS, AVHD proposes to buy out the remaining ground lease interest from the District in exchange for District relinquishing any claim to possession of the property (through the lease interest) and surrendering the leasehold interest; and WHEREAS, In conjunction with the above, both parties agree the ground lease will terminate and the ambulance barn will rightfully belong to AVHD NOW, THEREFORE, for and in consideration of the mutual promises and agreements of the parties and other good and valuable consideration, the adequacy and sufficiency of which is hereby acknowledged, the parties agree as follows: AGREEMENT 1.The calculations of the lease buyout are as follows: Lease Value as of February 2022 (23 years remaining) Building sq/ft 2,900 Market rate rent/SF $16.59 23 Year Lease Value $1,106,553 Deductions: Deferred Maintenance Projects ($31,320) Septic/sewer replacement/lack of ADA accessibility & additional parking ($540,000) Gutter repairs ($6500) Net Price $528,733 2.On Receipt of payment, District agrees to provide AVHD with a relinquishment of any claim to possess the property and the ambulance barn. Included in this relinquishment is any furniture and fixtures that are currently present in the ambulance barn facility. DocuSign Envelope ID: 2C1C5BF3-4819-49D3-8281-D36DB6D7C211 Contract No. 157-2022 ADDITIONAL PROVISIONS 1.Assignability. This agreement is not assignable by any party. 2.Modification. This Agreement may be changed or modified only in writing by an agreement approved by the respective Boards of the Governments and signed by authorized officers of each party. 3.Entire Agreement. This Agreement constitutes the entire Agreement between the parties and all other promises and agreements relating to the subject of this Agreement, whether oral or written, are merged herein. 4.Severability. Should any one or more sections or provisions of this Agreement be judicially adjudged invalid or unenforceable, such judgment shall not affect, impair, or invalidate the remaining provisions of this Agreement, the intention being that the various sections and provisions hereof are severable. 5.Notice. Any notice required or permitted under this Agreement shall be in writing and shall be provided by electronic delivery to the e-mail addresses set forth below and by one of the following methods 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. Nothing 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. To: Aspen AmbulanceDistrict C/O Board of County Commissioners of Pitkin County 530 East Main Street Aspen, CO 81611 ATTN: County Manager With copy to: County Attorneys Office 530 East Main Street Aspen, CO 81611 To: Aspen Valley Hospital District 0401 Castle Creek Road Aspen, CO 81611 ATTN: CEO With a copy to: General Counsel 6.Government Immunity. The parties agree and understand that District and Aspen Valley Hospital District are relying on and do not waive, by any provisions of this Agreement, the monetary limitations or terms or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, C.R.S. 24-10-101, et seq., as from time to time amended or otherwise available to the parties or any of their officers, agents, or employees. DocuSign Envelope ID: 2C1C5BF3-4819-49D3-8281-D36DB6D7C211 7. Current Year Obligations. The parties acknowledge and agree that any payments provided for hereunder or requirements for future appropriations shall constitute only currently budgeted expenditures of the parties. The parties’ obligations under this Agreement are subject to each individual party’s annual right to budget and appropriate the sums necessary to provide the services set forth herein. No provision of this Agreement shall be construed or interpreted as creating a multiple fiscal year direct or indirect debt or other financial obligation of either or both parties within the meaning of any constitutional or statutory debt limitation. This Agreement shall not be construed to pledge or create a lien on any class or source of either parties’ bonds or any obligations payable from any class or source of each individual party’s money. 8. Binding Rights and Obligations. The rights and obligations of the parties under this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. 9. Agreement made in Colorado. This Agreement shall be construed according to the laws of the State of Colorado, and venue for any action shall be in the District Court in and for Pitkin County, Colorado. 10. Attorneys’ Fees. In the event that legal action is necessary to enforce any of the provisions of this Agreement, the substantially prevailing party, whether by final judgment or out of court settlement, shall recover from the other party all costs and expenses of such action or suit including reasonable attorney’s fees. 11. No Waiver. The waiver by any party to this Agreement of any term or condition of this Agreement shall not operate or be construed as a waiver of any subsequent breach by any party. 12. Authority. Each person signing this Agreement represents and warrants that said person is fully authorized to enter into and execute this Agreement and to bind the party it represents to the terms and conditions hereof. The Remainder of this Page Left Intentionally Blank DocuSign Envelope ID: 2C1C5BF3-4819-49D3-8281-D36DB6D7C211 The foregoing Agreement is approved by the Board of County Commissioners of Pitkin County, Colorado acting as the Board of Directors for the Aspen Ambulance District, at its regular meeting held on the 13th day of April, 2022 The foregoing Agreement is approved by Aspen Valley Hospital District at its regular meeting held on the 13th day of December, 2021. In Witness whereof, the parties hereto have caused this agreement to be executed as of the day and year first above written. ASPEN VALLEY HOSPITAL DISTRICT APPROVED AS TO FORM By:_________________________ By: __________________________ Chairman of the Board General Counsel CEO Approval: By: _________________________ David Ressler, CEO BOARD OF COUNTY COMMISSIONERS APPROVED AS TO FORM OF PITKIN COUNTY, COLORADO Acting as the ASPEN AMBULANCE DISTRICT By:_______________________ By:___________________________ Chair County Attorney Manager Approval: By:______________________ Phylis Mattice for Jon Peacock, County Manager DocuSign Envelope ID: 2C1C5BF3-4819-49D3-8281-D36DB6D7C211