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HomeMy WebLinkAboutbocc.ord.026.2004AN ORDINANCE OF THE BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO APPROVING A LEASE WITH ASPEN VALLEY HOSPITAL Ordinance No. O~ -2004 Recitals 1. Pitkin County is the owner of the property known as the Michael W. Shultz Health and Human Services Building, located at 0405 Castle Creek Road, Aspen, Colorado. 2. Aspen Valley Hospital desires to lease a portion of the Building, particularly the space previously occupied by Little Feet, approximately 3,242 square feet, described as Suite 1. 3. The County desires to approve a lease of this space to Aspen Valley Hospital on the following general terms and conditions: a. Term: July I, 2004-December 31, 2005 - The term shall be for no longer than seventeen (17) months. Upon completion of the term Aspen Valley Hospital will move out and Pitkin County Commissioners will determine an appropriate future use. b. Total Rent for the seventeen months will be $95,000 payable in monthly payments of $5,000. Aspen Valley Hospital will also be required to pay a security deposit of $5,000 as well as Last Month's rent of $5,000 prior to July 1, 2004. Monthly rent payments are to be made by the first of each month. c. Use of premises: hospital administrative office space (Aspen Valley Hospital is responsible for assuring that its proposed use complies with applicable zoning.) d. Utilities are included in the annual lease price. Pitkin County will provide water, natural gas, sanitation, electricity and trash pick up. Aspen Valley Hospital will provide its own phone system and regular office cleaning. e. Aspen Valley Hospital will provide all tenant finish and maintenance to the space including painting, carpet repair, erection of temporary walls or whatever it takes to create a functional office space. Aspen Valley Hospital will seek written consent for alterations or improvements to the space from the Pitkin County Asset Manager and will obtain any necessary permits from the City of Aspen prior to commencing any work. The County Community Relations Director will be responsible for assuring Aspen Valley Hospital's compliance with the Lease. f. The Lease will include such other terms and conditions as the County Attorney requires for a lease of County property. Ordinance No. 0~ -2004 Page 2 4. The County Attorney is in the process of incorporating these lease terms into a written Lease Agreement that will be signed by the parties following approval of this Ordinance. 5. The County desires to delegate signature authority on behalf of Pitkin County to Nan Sundeen, Director of Community Relations, provided that the form of the lease is first approved and signed by the County Attorney. NOW THEREFORE, BE IT ORDAINED, that the Board of County Commissioners of Pitkin County, Colorado hereby: 1. approves the leasing of 0405 Castle Creek Road, Aspen, CO, Suite 1, to Aspen Valley Hospital under the general terms and conditions described in paragraph 3 above; provided that before Aspen Valley Hospital takes possession of the premises, the terms and conditions are incorporated into a written Lease Agreement, the form of which is approved and signed by the County Attorney; and 2. delegates to Nan Sundeen, Director of Community Relations, the authority to sign the Lease on behalf of Pitkin County, following approval and signature of the County Attorney. INTRODUCED, FIRST READ AND SET FOR PUBLIC HEARING ON THE 9'rn DAY OF JUNE 2004. NOTICE OF PUBLIC HEARING PUBLISHED IN THE ASPEN TIMES ON 12TM DAY OF JUNE 2004. APPROVED UPON SECOND READING AND PUBLIC HEARING ON THE 23m) DAY OF JUNE 2004. PUBLISHED AFTER ADOPTION IN THE ASPEN TIMES WEEKLY ON THE ~"~ DAY OF~u~, 2004. THIS ORDINANCE SHALL BECOME EFFECTIVE 30 DAYS AFTER PUBLICATION FOLLOWING FINAL ADOPTION BY THE BOARD OF COUNTY COMMISSIONERS. ATTEST:  ette Jones puty Clerk BOARD OF COUNTY COMMISSIONERS OF PITK1N COUNTY, COLORADO Dorothea Farris, Chair Date: 4'~ '2~ ~"--~' it Ordinance No.~ -2004 Page 3 APPROVED AS TO FORM: ~(iohn M E1 ~ -' ' ' ~ d,r'L Hila~y~etZher Smith County Attomey ) ' ' ~ Co~ty M~ager LEASE AGREEMENT BETWEEN THE COUNTY OF PITKIN~ STATE OF COLORADO AND ASPEN VALLEY HOSPITAL THIS LEASE AGREEMENT IS MADE AND ENTERED INTO July 1, 2004, by and between the Board of County Commissioners of Pitkin County, Colorado, whose address is 530 East Main Street, 3''d Floor, Aspen, Colorado 81611, (hereinafter referred to as '"'), and Aspen Valley Hospital whose address is 401 Castle Creek Road, Aspen, Colorado 81611 (hereinafter referred to as "Tenant"). ARTICLE I GRANT AND TERM 1.1 Lease Grant. In consideration of the mutual covenants herein and the rental to be paid hereunder, Landlord grants to Tenant a lease of the premises situated in the Schultz Health and Human Services Building described as, Lower Floor, North Wing of the Schultz Health and Human Services Building, 0405 Castle Creek Road, Suite 1, Aspen, CO 81611 ("Premises"), consisting of approximately 3,242 sq feet, subject to utility and other easements in place and of record or as reasonable required to service the Premises and subject to all encumbrances of record. Tenant hereby expressly acknowledges that is has carefully examined the Premises. Tenant has found the condition thereof satisfactory for all purposes and intended uses hereunder, and that Tenant accepts the same in its present state and condition, AS IS, without reliance of any kind on any representations of Landlord with respect thereto all of which are hereby disclaimed by Landlord. 1.2 Base Term. This lease shall commence at 12:01 a.m. on July 1, 2004, (Commencement Date") and expire at 12':00 p.m. on December 3 l, 2005 ("term"), unless earlier terminated under the provisions hereof. Upon full execution of this Lease, payment of the $5,000.00 security deposit and required rentals, and compliance with insurance requirements hereof, Tenant shall be allowed possession of the Premises. 1.3 No Partnership of Joint Venture. Nothing contained in this Lease shall create a partnership or joint venture as between Landlord and Tenant or render Landlord in any way responsible for the debts or losses, of Tenant, it being the express intention that the relationship of the parties shall be at all times that of Landlord and Tenant. All moneys payable to Landlord under this Lease; shall be due, payable and collectible as Rent, and Landlord shall have all the rights with respect to the collection thereof as are given under the terms and conditions of this Lease or under Colorado law with respect to the payment. ARTICLE 11 RENT 2.1 Rent. "Rent" hereunder shall be $5,000.00 per month for the term of the lease (based on $18.51 per square foot). Tenant shall pay July 2004 rent of $5,000.00 plus a $5,000.00 security deposit and $5,000.00 to cover the last month's rent on execution of this lease. Monthly Rent is payable in advance on or before the first of each and every calendar month during the term hereof without prior demand to Board of County commissioners, c/o Pitkin County Treasurer, 506 East Main Street, Aspen, Colorado 81611. Monthly Rent is late if received after the third of each month and late charges of $150.00 per day shall be charged on late payments retroactive to the first of the month. This is a net lease; and Rent shall be paid without notice, demand, setoff, counterclaim, deduction, or defense and, except as otherwise expressly provided herein, without abatement or suspension. It is the intention of the parties hereto that the obligations of Tenant hereunder shall be separate and that the Rent shall continue to be payable in all events and that the obligations of Tenant hereunder shall continue unaffected, unless the requirements to pay or perform the same shall have been terminated pursuant to express provisions of this Lease. 2.2 Maintenance. Tenant agrees to maintain the property in an equal or better condition as at the time of commencement of tenancy. 2.3 Utilities. Utilities are included in the annual lease price. Landlord will provide water, propane, natural gas, electric current, trash removal from the dumpster, sewer charges and any other utilities used on the Premises from and after the commencement of the term hereof. ARTICLE III POSSESSION AND USE 3.1 Operation of Business. Tenant agrees to and shall occupy and use or cause the Premises to be used for the purposes of office use and a clerical or bookkeeping nature. Premises will not be used for patient care, patient examinations, visitation, or retail use. Premises will not be used for laboratory or testing facilities. Premises will not be used for storage of supplies or waste material. The general public will not use premises. Tenant agrees to have staff park on the Hospital campus whenever possible and to help coordinate parking on overflow days. Tenant shall not use or permit the Premises to be used for any other purpose without first obtaining Landlord's written consent. a. Compliance With Laws. Tenant shall during the entire term of this Lease comply with, observe and perform all requirements of law and ordinances, including timely payment of sales, withholding FICA, personal property, workers' compensation and unemployment insurance taxes and payments and shall maintain all required licenses applicable to the Premises or the use thereof, whether now or hereafter made by any governmental authority, will upon request during the term hereof provide to Landlord copies of alt such tax, and will indemnify the Landlord against all losses suffered by reason of any suits, actions, claims or damages by whomsoever brought or made, by reason, of the non-compliance, non-observance ofn0n- performance by Tenant of said laws, ordinances, regulations, orders or required licenses or this covenant. 2 J b. Local Laws. Tenant shall have the sole responsibility to obtain all local government regulatory permits or approvals for the occupancy and use of the Premises under this lease. 3.2 Restrictions on Use. a. Nuisance.. Tenant shall not use or permit the use of the Premises in any manner that will create a nuisance or disturb other occupants of the building or properties adjacent thereto. b. Common Areas. Landlord hereby grants to Tenant the right to use the Common Areas, as hereinafter defined, subject to the following conditions: (1) (2) (3) Tenant's right to use the Common Areas shall terminate upon the termination of this lease by lapse of time or otherwise. Tenant shall make no use of the Common Areas which shall interfere in any way with use of the Common Areas by others. Subject to the provisions hereof, Landlord shall have the right from time to time to change the location or character of and to make alternations of or additions to the Common Areas, to repair and reconstruct the Common Areas, and to do any such other acts in and to the common Areas as it may deem desirable to improve the convenience thereof. The "Common Areas" as used herein shall mean and refer to those portions of the building and property including, without limitation, driveways, entrances, landscaped areas, and sidewalks not contained in the Premises; public and common restrooms in the building; and any other facilities made available by Landlord from time to time for common use by Tenant and Landlord's customers, licensees, and invitees, as they may from time to time exist during the Lease term. Landlord shall retain the right to prevent the acquisition of public rights in such areas. The Common Areas shall be maintained and operated in good, clean, and orderly condition. The manner to which Common Areas shall be maintained and operated and the expenditures therefore shall be at the sole discretion of the Landlord. c. Hazardous Materials. Tenant covenants and agrees not to suffer, permit, introduce, or maintain any substances or materials which are considered at any time during the term of this Lease or any renewal to be hazardous or toxic under any federal, state of local laws, rules, or regulations. Tenant shall indemnify, defend and hold Landlord harmless against any and all loss, cost, or damages of any nature whatsoever (including without limitation costs and attorney and professional fees) arising out of the introduction of any hazardous materials on or to the building or the Premises by or on behalf of Tenant, its contractors, agents, or employees, including without limitation, the cost of removing such hazardous materials. d. Trash. All garbage and refuse shall be kept in closed containers which do not emit odors as specified by Landlord and shall be placed outside of the Premises, prepared for collection in the manner and at the times and places specified by Landlord. e. Temperature. Tenant shall keep the Premises at a temperature compatible with comfortable occupancy during business hours and at all times sufficiently high to prevent 3 freezing of water pipes or fixtures. The plumbing facilities and systems of the building shall not be used for any purpose; other than that for which they were constructed, and no foreign substance of any kind shall be thrown into the sewer system. f. Utilities. Tenant will not overload or abuse the electrical wiring, plumbing, floors, walls or structures serving the building and will install at Tenant's expense any additional electrical wiring which may be required in connection with any of Tenant's uses, improvements or fixtures, Landlord may have an electrical engineer analyze the Tenant's loads on the system and adequacy of service and if found deficient may give Tenant notice to upgrade the service. Tenant shall comply with such notice within ten days. Tenant will not allow water to leak onto or through floors or walls. Tenant further agrees that Tenant will not install or use any equipment of fixture which will exceed or overload the capacity of any utility system, and any equipment or fixture is installed by Tenant shall require additional utility facilities, the same shall be installed and maintained at Tenant's expense in accordance with plans and specifications which shall be approved by Landlord in writing before installation. g. Clean Condition. The Premises and every part thereof shall be kept by Tenant in a neat, orderly and clean condition. Tenant shalI take no action that would jeopardize Landlord's title to the Premises or jeopardize the value of the Premises or the building. h. Antennae. No communications antennae or dish shall be erected on the roof or outside of the Premises without first obtaining Landlord's written consent. i. Sign. Tenant shall provide adequate signage on the exterior and interior of the property but shall not alter the exterior of the Premises and shall not install or affix any sign without obtaining the prior express written consent of Landlord and in complying in all respects with the standards set for such signs by Landlord. j. Lighting. Tenant shall not install in, on, or about the Premises any exterior lighting or use in, on or about the Premises any advertising medium or other device which may be heard or experienced outside the Premises, including but not limited to flashing tights, flashlights, loudspeakers, tapes, cd's or phonograph records or radio broadcasts, awnings, or any change to the exterior of the building without first having obtained Landlord's written consent. k. Surfaces and Walls. Tenant shall not deface, gouge, mark, paint, stain, drill or otherwise alter the surfaces and walls inside or outside of the Premises or any of the support columns without the prior specific written approval of Landlord. Tenant shall repair any damage to the surfaces or support columns caused by Tenant. 1. Notice. In the event Tenant is in violation of any of the foregoing restrictions on use. Landlord may give Tenant notice to correct the violation, failing which, Landlord may have such violation corrected and assess a penalty of $500.00 plus all costs of correcting such violation against Tenant as Additional Rent to be paid the first of the month following notice of such assessment. Landlord shall not be liable to Tenant for any claim of damages for correcting such violation. 4 m. Conference Room: Landlord will commit one mom in the space for a conference room. Priority for the conference room will be as follows, 1. Aspen Counseling Center for treatment programs 2. Other tenants and Health and Human Service providers as space is available 3. AVH for work related to services provided in the HHS building n. Review Intergovernmental Agreement: Landlord and Tenant agree to review and update both the 1987 and 1991 Intergovernmental Agreements between Pitkin County and AVH by December 31st, 2004. ARTICLE IV CONSTRUCTION-ALTERATIONS-REPAIRS 4.1 Alteration at Tenant's Expense. Tenant agrees to accept the property in its present condition, as is, without calling upon Landlord to make any other expenditures or to perform any work for the preparation of the Premises for Tenant's use, provided that it will be delivered clean with the existing plumbing, heating and electrical systems functioning and in good repair. Tenant shall, at its own cost and expense, make any necessary alterations and installations in the Premises required for Tenant's business, using a contractor or contractors who shall have been approved in writing by Landlord (Pitkin County Assets Division - Temple Glassier, 970-920- 5211), which approval shall not to be unreasonably withheld. Tenant will comply at its own expense with all present and future governmental requirements such as zoning approvals, Americans With Disabilities Act requirements, building permits, in connection with or necessitated by such alterations or Tenant's use thereof. 4.2 Preconditions. Prior to commencing any work or installing any fixtures or equipment. Tenant shall comply with the following preconditions. a. Approval of Plans. Tenant shall submit the plans and specifications for such alterations to Landlord for written approval. Such approval will not be unreasonably withheld and the request for approval shall be responded to within five business days after receipt by Landlord of such plans. All work to be done by Tenant shall be performed in a workmanlike manner in strict accordance with the approved plans and specifications without any deviation therefrom, unless such deviation is also first approved in writing by Landlord. In the event of any construction which is a material deviation from any approved plans in violation hereof, Landlord shall have the right to demand construction be immediately stopped, and, if construction continues 24 hours after such notice, Landlord may dispossess Tenant, lock and secure the Premises and cause all work to cease until there is compliance with this provision. b. Permits. Tenant shall obtain the necessary consents, authorizations and licenses from federal, state and mtmicipal authorities having jurisdiction over the work to be done; and no work shall be started or equipment installed unless and until all such necessary consents, authorizations and licenses shall have first been duly obtained by the Tenant or its contractor or other persons doing the work or installing the equipment on behalf of Tenant. Tenant shall 5 reimburse Landlord for any expenses incurred on account of the failure by Tenant to comply with any such requirements; and any expenses so incurred by Landlord as aforesaid shall be deemed Additional Rent under this Lease and due and payable by Tenant to Landlord on the first day of the month immediately following the payment of the same by Landlord. c. Contract - Copy to Landlord. Tenant shall enter into contracts with contractors and persons who will do the work and install the equipment referred to, which contract will provide that the work shall be done in a good workmanlike manner in accordance with the approved plans and specifications and permits and licenses previously obtained and which contract shall provide that the contractor or other persons above referred to will look solely to Tenant for payment and will hold Landlord and the property free from all liens and claims of all persons furnishing labor or materials therefore, or both, and will also require that similar waivers of the right to file liens shall be obtained from subcontractors or material men. A copy of the contract and evidence of its recording with the county clerk together with a duly executed waiver of the right to file liens executed by the contractor or other persons above referred to shall be furnished to Landlord prior to beginning work. d. Insurance - Copy to Landlord. Tenant or any contractor or subcontractors employed by Tenant or any other persons who will do the work or install the equipment as aforesaid shall be fully covered by workers' compensation insurance, and a copy of the certificate thereof shall be furnished to Landlord before commencement of any work by any such contractor or persons as aforesaid. Tenant covenants and agrees to indemnify and hold Landlord harmless from any and all claims for personal injury, death or property damage occasioned during the progress or as a result of any or all of the work done as aforesaid in or about the Premises or the building. 4.3 Mechanics Lien: Notice. Tenant shall keep the Premises and the building free and clear of all mechanics, material men's and other liens on account of work done for Tenant. Tenant shall indemnify Landlord against liability, loss, damage, costs or expenses, including attorney fees, on account of claims of lien of laborers or material men or others for work performed for or materials or supplies furnished to Tenant. If Tenant shall desire to contest any claim or lien, Tenant shall furnish to Landlord security of a cash deposit with Landlord of 20% of the amount of the claim, plus estimated costs and interest, conditioned on the discharge of the lien or a corporate surety bond meeting requirements of the applicable statutes sufficient to discharge any lien. If a final judgment establishing the validity of a lien is entered, Tenant shall pay and satisfy the same at once. If Tenant shall be in default in paying any charge for which a mechanic's lien claim or suit to foreclose the lien has been recorded or filed and shall not have given Landlord security as aforesaid, Landlord may (but without being required to do so) pay said lien or claim and any costs, and the amount so paid, together with reasonable attorney fees and costs and expenses incurred by Landlord in connection therewith shall be immediately due and owing from Tenant to Landlord with interest at the rate of 20% per annum from the dates of Landlord's payments. Should any claims of lien be filed against the Premises or the building or any action affecting the title thereto be commenced, Tenant shall give Landlord written notice thereof as soon as possible. During any such work, Landlord shall have the right to post and keep posted upon the premises notices that Landlord's interest in the Premises should not be subject to any lien for such work done. Landlord hereby designates Tenant as its agent for the sole purpose of posting in a conspicuous place upon the Premises a notice containing the following language, which Tenant shall be required to post prior to commencement of any work: Notice. The interest of Landlord of these premises, Board of County Commissioners of Pitkin County, and the building and lands upon which it is situated shall not be subject to any lien for work done or materials or equipment supplied by any contractor or other person for Tenant's improvements pursuant to this Notice and § 38-22 105(2), C.R.S. 4.4 Tenant to Compensate Landlord for Insurance Increase Tenant shall pay upon demand as additional rent hereunder any increase in Landlord's insurance premium, which results solely and directly on account of Landlord's endorsements covering the risk during work or upon completion of such alterations or improvements or as a result of subsequent use of the premises by Tenant. 4.5 Tenant's Maintenance and Repair Obligation. Tenant agrees, during the term hereof, and at Tenant's expense, to maintain the interior of the Premises in good condition and promptly and diligently repair any damage to every part thereof including walls, partitions, doors, door jambs, closets, door hardware, fixtures, glass, floors, ceilings, railings, banisters, plumbing lines and fixtures, electric lines and fixtures, gas lines and fixtures, heating and any other items and services associated with the Premises, except such damage as is attributable to the negligence or the act or omission of Landlord, to promptly and diligently repair any damage to other premises in the building attributable to the negligence or the act or omission of Tenant, or Tenant's employees, guests, or invitees, to maintain and promptly and diligently repair, improve or remodel the interior of the Premises to meet requirements of any governmental authority having jurisdiction thereof, and maintain in good condition and promptly and diligently repair any damage to (or replace if necessary in the circumstances) any trade fixtures installed in or attached to the Premises. In the event of default by Tenant for failure to perform Tenant's repair and maintenance obligations. Landlord shall have the right, but not the obligation, to perform such work as Landlord deems necessary; and all such costs shall be payable by Tenant on demand as Additional Rent hereunder due on the first day of the following month. Landlord shall have no responsibility for damage caused through defects or malfimctions of equipment operated by another tenant. Tenant agrees to make repairs or compensate any other tenant of Landlord for damages caused such tenant by the negligence or act or omission of Tenant or Tenant's employees. 4.6 Landlord's Repair Obligation. a. With respect to Landlord's repair obligations hereunder, if the damage to the Premises or the building, as the case may be, is covered by standard fire and extended coverage insurance and exceeds 50% of the then replacement cost of the Premises or the building, as the case may be (excluding foundation and excavation costs), or if the damage to the Premises or the building is not covered by such insurance or if the damage is such that the Premises or building, as the case may be, cannot reasonably be repaired or reconstructed within a period of 90 days, Landlord may (but without any obligation to do so) elect to repair or reconstruct the same, in which event this Lease shall continue in full force and effect, or Landlord may elect not to repair or reconstruct the same, in which event this Lease shall terminate. In any such event, Landlord shall give 7 /0 written notice to Tenant of Landlord's intention within 60 days from the date of destruction; and, if Landlord shall elect to repair or reconstruct the Premises or the building, as the case may be, Landlord shall exemise diligence in commencing the work and in prosecuting the same to completion. Tenant shall not be entitled to damages from Landlord in the event of damage or destruction of the Premises or said building, by reason of leaking of any water or sewer pipes, or neglect of other tenants, or water coming through the ceiling, or gas or electrical problems or for interruption of services or any inconvenience or loss of business or property sustained by Tenant unless such loss is attributable to the negligence or the intentional net or omission of Landlord. b. Tenant's Monthly Rent obligation hereunder shall abate during any period Landlord's repair obligation exists and when the Premises are so damaged as to be unusable by Tenant, unless the damage was caused by Tenant or Tenant's employees, agents, guests or invitees, in which case the rental oblige ion shall continue. ARTICLE V TRADE FIXTURES 5.1 Landlord's Furniture, Fixtures and Equipment. Landlord is the owner of all attached furniture, fixtures and equipment on the Premises as of the commencement date. These fixtures are and shall remain the property of Landlord (the "FF&E"). Tenant covenants it will maintain, repair and/or replace (with items of equal or better quality) any of such FF&E so that, at the expiration or earlier termination of this Lease, Tenant shall return to Landlord all FF&E which are part of the initial inventory or qualifying replacements in good condition subject to normal wear. 5.2 No Warranties by Landlord. Landlord, not being the manufacturer of the FF&E or manufacturer's agent, MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO, AMONG OTHER THINGS, FITNESS, QUALITY, DESIGN, CONDITION, CAPACITY, SUITABILITY, MERCHANTABILITY, OR PERFORMANCE OF THE FF&E OR OF THE MATERIAL OR WORKMANSHIP THEREOF, IT BEING AGREED THAT THE FF&E IS LEASED "AS IS" AND THAT ALL SUCH RISKS, AS BETWEEN LANDLORD AND TENANT, ARE TO BE BORN~ BY TENANT AT ITS SOLE RISK. Landlord shall not be liable to Tenant for any liability, loss, or damage caused or alleged to be caused directly or indirectly by the FF&E, by any inadequacy of or defect therein or by any incident in connection therewith, Tenant, accordingly, agrees not to assert any claim whatsoever against Landlord based thereon. Tenant further agrees, regardless of cause, not to assert any claim whatsoever against Landlord for loss of anticipatory profits or consequential damages. No oral agreement, guarantee, promise, condition, representation, or warranty shall be binding. 5.3 Surrender of Premises; Treatment of Tenant's Alterations at Expiration or Termination of Lease. Upon termination of this Lease or termination of Tenant's possession rights in the Leased Premises, Tenant shall promptly deliver possession thereof to Landlord. All alterations, additions, improvement's, partitions, flooring, carpeting, plumbing fixtures, shelving and other fixtures (excepting Tenant's trade fixtures which can be removed without material damage to the Leased Premises, which shall remain the property of Tenant provided Tenant completely repairs such damage), which may be made or installed by Tenant upon the Leased 8 /! Premises during the term of this Lease and which in any manner are attached to the floors, walls, windows, or ceilings, shall become the property of the Landlord upon the expiration or other termination of this Lease or of Tenant's possessory rights hereunder. In all other respects, Tenant shall return the Premises to Landlord in their original condition existing at the commencement of this Lease. Tenant agrees to return the Premises to the same office configuration (walls, partitions, doors, etc.) as when delivered to Tenant at the commencement of the lease. Tenant agrees to perform the work to return the Premises to the configuration employing professional contractor services, and to perform the work prior to the termination of the lease. Landlord shall notify Tenant 60 days prior to the expiration of the lease for enforcement of this provision. ARTICLE VI INSURANCE 6. I Liability and Comprehensive Insurance. Tenant shall maintain comprehensive all risks casualty, public liability and property damage insurance (at replacement values), with responsible insurance companies licensed to conduct business in Colorado and acceptable to Landlord which will insure Landlord and Tenant against liability for bodily injury, Ioss of life, or other injury, ~vith limitations in amounts deemed reasonable by Landlord, and shall name landlord and, at Landlord's option, Landlord's mortgagee as an additional insured with respect to each such policy. General liability insurance for renters shall be maintained at a minimum limit of $1,000,000.00 per each occurrence and $3,000,000.00 as a general aggregate limit. a. Copies of such policies shall be promptly delivered to the Landlord upon issuance thereof; and, as often as any such policy or policies shall expire or terminate, renewal or additional policies shall be procured and maintained by Tenant and copies promptly furnished to Landlord. The policies shall provide for a ten-day advance written notice to Landlord in the event of cancellation or material change in coverage or 20 days' advance notice of cancellation for nonpayment. To the maximum extent permitted by the insurance policies owned by Landlord and Tenant, the parties hereto for their mutual benefit waive any and all rights of subrogation, which might otherwise exist. If Tenant fails to comply with this paragraph, Landlord shall have the right to obtain the said insurance and pay the premiums therefor; and, in such event, the entire amount of such premium shall be irmnediately paid by Tenant to Landlord upon demand and as Additional Rent hereunder. EVIDENCE OF INSURANCE SHOULD BE SENT TO: Pitkin County Community Relations c/o Susan Berdahl 0405 Castle Creek Road, Suite 7 Aspen CO 81611 6.2 Indemnification of Landlord. Tenant agrees to indemnify Landlord against all demands, claims, causes of action, and any expenses (including attorney fees) incurred in resisting such claims, for injury to person, loss of life or damage to property occurring during the term of this Lease or any extension thereof and (a) occurring on the Premises and arising out of 9 Tenant's use and occupancy thereof or (b) occurring outside the Premises if caused by the act, omission or neglect of Tenant or the employees, agents, contractors, licensees, guests, invites, or subtenants thereof. Tenant further shall investigate, process, respond to, adjust, provide defense for and defend, pay or settle all claims, demands, or lawsuits related hereto at its sole expense and shall bear all other costs and expenses related thereto, even if the claim, demand or lawsuit is groundless, false or fraudulent. 6.3 Fire Insurance. Landlord shall insure the office against fire and other damage to the building for the leased space. During the term hereof and any extension thereof, Tenant shall, at its expense, maintain in full force and effect on all of the trade fixtures, interior furnishing, wall and floor coverings and inventory in the Premises a policy of fire, theft and malicious mischief insurance coverage with standard extended coverage endorsement to the extent of replacement cost value naming Landlord as an additional insured party. Tenant shall provide copies of such policy and any renewals and extensions thereof to Landlord promptly upon issuance. As long as this Lease is in effect, the proceeds from any such policy shall be used for the repair or replacement of the trade fixtures and inventory so insured. 6.4 Waiver of Subrogation. Anything in this Lease to the contrary notwithstanding, neither Landlord nor Tenant shall be liable to the other for any business interruption or any toss or damage to property occurring on the Premises or the building or in any manner growing out of or connected with Tenant's use and occupation of the building or the condition thereof caused by the negligence or fault of Landlord or Tenant or of their respective agents, employees, subtenants, licensees, or assignees to the extent that such business interruption or loss or damage to property is coverable by a standard all-risk or special form policy (including, at a minimum, fire and extended coverage insurance) or a business interruption policy (regardless of whether such insurance is carried or not) or for which such party is otherwise reimbursed; and Landlord and Tenant each waive all right of recovery against the other, its agents, employees, subtenants, licensees, and assignees for any such loss or for damage to the property of the waiving party. Each of the parties shall notify its respective insurance carrier that the foregoing waiver is contained in this Lease and shall require such carder to include an appropriate waiver of subrogation provision in its policies. 6.5 Tenant agrees to indemnify and save Landlord harmless against any and from any and all claims, damages, costs and as a result of Tenant's actions, negligent or intentional. ARTICLE VII UTILITIES 7.1 Supplied to Premises. Landlord shall pay for costs of supplying utilities to the Premises, except for any additional telephone lines required by Tenant (which shall be paid for by Tenant). 7.2 Interruption of Services. Landlord shall not be liable to Tenant in damages or otherwise; (i) if any utility shall become unavailable from any public utility company, public authority, or any other person or entity (including Landlord) supplying or distributing such utility or (ii) for any interruption in any utility service caused by the making of any necessary repairs or 10 by any cause beyond Landlord's reasonable control or enforcement of the provisions of this paragraph, and the same shall not constitute a termination of this Lease or an eviction of Tenant. Landlord shall use reasonable efforts to attempt to schedule any necessary repairs during times when Tenant is not open for business. 7.3 Notice. Tenant agrees to notify promptly the Landlord or its representative of any accidents or defects in the Premises of which Tenant becomes aware, including defects in pipes, electric wiring, and heating or ventilation equipment. In addition, Tenant shall provide Landlord with prompt notification of any matter or condition of the Premises that may cause injury or damage to the building or any person or property therein. ARTICLE VIII DEFAULTS 8.1 Tenant's Default. Each of the following events shall be deemed an "event of default" or a "default" hereunder if not cured within the time allowed by Paragraph 8.2 hereof. a. Monetary Default. Any breach of or failure to pay Rent due or other monetary amounts due hereunder if not paid within five (5) days of the date due. hereunder. Other Obligations. Any failure of Tenant to perform any other obligation c. Seizure. Seizure of this Lease or the Premises by execution or other process of law directed against Tenant and not discharged within ten days. d. Abandonment or Failure to Occupy. Tenant shall vacate (except for temporary closures expressly permitted under the Lease) or abandon the Premises provided that, except as otherwise specifically allowed hereunder. Tenant shall be deemed to have abandoned the Premises, in the event Tenant fails to operate its business therein for five consecutive business days (unless due to causes beyond Tenant's reasonable control). Tenant shall fail to take possession of the Premises within five days of commencement hereof. e. Assi~ment or Transfer. This Lease or the estate of Tenant hereunder shall be transferred to or shall pass to or devolve upon any other person or party except as expressly consented to by Landlord in the manner herein provided. f. Failure to pay Debts. Tenant, generally fails to pay its debts as they become due. g. Illegal Activity. Tenant shall not at any time, knowingly suffer or knowingly permit any illegal activity on or use of the Premises by Tenant, its subtenants, licensees, agents or employees. 8.2 Right to Cure. Tenant shall have a period of ten (10) business days after written notice is sent from Landlord to cure any failure to pay any Rent or monetary amount due under the Lease. Tenant shall have a period often (10) business days after written notice of the failure 11 to perform or observe any other (non-monetary) term, condition, covenant or agreement of Tenant under this Lease to cure such failure or, if the failure cannot by exemise of reasonable diligence be remedied within ten (10) business days after written notice of the failure is delivered to Tenant, Tenant fails to commence efforts to cure the failure within ten (10) business days after written notice of the failure is delivered to Tenant, or if Tenant commences its efforts to cure but thereafter fails to diligently pursue all action reasonably necessary to cure the failure, or if Tenant fails actually to cure the failure in all respects within 30 days following delivery of written notice of the failure to Tenant. 8.3 Landlord's Rights. Should Tenant at any time be in default in the performance of any of its covenants herein and fail to cure such default within the time periods allowed by Paragraph 8.2 above. Tenant's right to possession of the Premises shall automatically terminate. Upon the termination of Tenant's possessory rights in the Leased Premises pursuant to the preceding sentence, the Tenant shall peacefully surrender the Premises to the Landlord. In addition to any and all other rights or remedies of Landlord provided herein or by law, Landlord, at its option, upon the occurrence of any event of default and at any time thereafter while such event of default continues, shall have the following rights. a. Right to Terminate. To declare by written notice to Tenant the term of this Lease ended on the date of such notice or any later date specified therein, to take possession of the Premises, to exclude Tenant from the Premises, and to remove all persons from the Premises. After Landlord declares the term ended as provided herein, Tenant shall have no further claim or right to possession of the Premises although Tenant's obligation and liability to pay Rent as described below in Paragraph 8.4.a. shall survive such termination. b. Right to Reenter Without Terminating. To reenter the Premises and exclude Tenant therefrom without notice and without declaring the Lease ended, to occupy or let the whole or any part thereof for and on account of Tenant and upon such terms (which may be for a term of less than or extending beyond the term of this Lease) and upon such conditions and for such rent as Landlord may obtain, and to collect the rent or any other rent that may thereafter become payable and apply the same toward the expenses of such reletting and any other damages sustained by Landlord and toward the Rent due or thereafter to become due from Tenant. Landlord shall not be deemed to have terminated this Lease by such reentry or by any remodeling or reconstruction of the Premises after such reentry in contemplation of reletting the same or any part thereof or by any action in unlawful detainer or otherwise to obtain possession of the Premises unless Landlord shall have notified Tenant in writing that it has so elected to terminate this Lease. In the event of any entry or taking of possession of the Premises as aforesaid, Landlord shall have the right, but not the obligation, to remove therefrom all or any part of the personal property located therein. c. Right to Terminate After Reentry. Even though Landlord may have occupied or relet the premises under the immediately foregoing Paragraph 8.3 b., Landlord may elect thereafter to terminate this Lease and all of the rights of Tenant in or to the Premises and thereupon to proceed under Paragraph 8.3 a. above. 8.4 Remedies; Damages. 12 a. On Termination. In the event Landlord terminates, the Tenant's right to possession of the Premises pursuant to Paragraph 8.3 a. above. Landlord shall not be required to delay suit or claim against Tenant for damages and Landlord shall not be required to bring multiple suits or claims for damages as Rent becomes due and payable. At Landlord's option, Tenant shall, upon termination, pay to Landlord (and Landlord may bring suit for recovery of), as liquidated damages, all amounts due as Rent or otherwise to the date of such termination, the security deposit hereunder, plus the present-value worth, at the time of such termination, of the excess, if any, of the mount of Rent and other sums due hereunder agreed to be paid for the balance of the term over the then reasonable rental value of the Premises for the same period (discounted to present value at an annual rate equal to the Discount Rate then being charged by the Board of Governors of the federal Reserve), which damages the parties agree in such circumstance are proportionate to the Landlord's loss. The rentals then being received from reletting, if any, shall be deemed to be conclusive evidence of the reasonable rental value of the Premises. b. On Reentry. In the event Landlord does not elect to terminate this Lease but, instead, elects to take possession as provided in Paragraph 8.3 b. above, Tenant shall pay to Landlord all Rent and other sums due hereunder as of the date of such reentry and as would be payable if Landlord had not taken possession of the Premises, less the net proceeds, if any, of resetting the Premises after deducting all of Landlord's expenses associated with such reletting and associated with Tenant's default. Landlord shall not be required to delay suit or claim against Tenant for damages until expiration of the term of this Lease, and Landlord may bring multiple suits or claims for damages from time to time on one or more occasions. c. Other Damages. In any case of default, Landlord shall be entitled to payment from Tenant, as damages, all of Landlord's expenses and costs associated with each event of default, including, but not limited to, ali attorney fees (whether or not any litigation is filed) all repossession expenses, (including any costs of removing, storing or otherwise disposing of Tenant's or any other occupant's property), broker's commissions, expenses of employees working on repossession or reletting the Premises, all reasonable alteration and repair costs for reletting, and any other expenses associated with Tenant's default, repossession of the Premises or reletting the Premises. 8.5 Landlord's Lien. To secure the payment of all Rent and other sums of money due and to become due hereunder and the faithful performance of this Lease by Tenant, Tenant hereby grants to Landlord an express first and prior contract lien and security interest on all tangible property belonging to Tenant (including fixtures, equipment, furniture, furnishings, and other chattels, but excluding inventory and merchandise) which may be placed in the Premises and also upon all proceeds of any insurance which may accrue to Tenant by reason of destruction of or damage to any such property. Such property shall not be removed from the Premises by Tenant, its agents or assigns, without the prior written consent of Landlord until all arrearages in Rent and other sums of money then due to Landlord hereunder shall first have been paid. All exemption laws are hereby waived in favor of said lien and security interest. The provisions of this Paragraph shall constitute a security agreement under the Uniform Commercial Code. This lien and security interest is given in addition to any statutory lien to which Landlord is entitled and shall be cumulative thereto upon the occurrence of am event of default. This lien may be 13 foreclosed with or without court proceedings by public or private sale provided Landlord gives Tenant at least ten days' notice of the time and place of said sale; and Landlord shall have the right to become the purchaser, upon being the highest bidder at such sale. 8.6 Property Lefi on Premises. Any property of Tenant or of anyone claiming under, by or through Tenant which is lefi on the Premises more than 15 days after expiration of the term of the Lease or termination of possessory rights shall be conclusively deemed abandoned; and Landlord may keep, use, remove, store, sell, destroy, discard, or otherwise deal with it in Landlord's absolute discretion without liability of any sort to Tenant or anyone claiming under, by or through Tenant. ARTICLE IX ASSIGNMENT OR SUBLETTING 9.1 Landlord's Consent to Assignment Required. Tenant shall not transfer, assign, sublet, mortgage, encumber, or hypothecate this Lease or Tenant's interest in and to the Premises, or any part thereof without first procuring the written consent of Landlord. Any assignment or sublet applicant shall be equally or more qualified financially to perform the obligations of this lease. Any attempted transfer, without required consent, shall be void and shall constitute a default by Tenant under this Lease. In the event of an approved assignment, such transferee, assignee, sublessee or mortgagee shall agree in writing for the benefit of the Landlord to assume, to be bound by and to perform Tenant's obligations under the terms, covenants and conditions of this Lease upon any such assignment. Tenant shall remain liable to Landlord as a principal and not merely as a surety for the full performance of the obligations of the Tenant heretmder. The granting of a management contract, concession or license to any person, firm or corporation to operate in or use in any manner, any portion of the Premises shall be deemed a subletting. Prohibition on assignment and subletting of this Lease, except as specifically excepted herein, includes a prohibition on any assignment which would otherwise occur by operation of law, merger, consolidation, reorganization, transfer or other change of Tenant's capital structure or ownership, in whole or in part, and to an assignment to or by a receiver or trustee in any federal or state bankruptcy, insolvency, or similar proceeding. 9.2 No Waiver. Consent by Tenant to any one assignment or sublease shall not constitute a waiver with respect to any further assignments or subleases. Landlord, in approving any assignment or sublease, shall be entitled to consider among other things the financial capability of the assignee or sublessee and compatibility of the proposed use with other uses in the building. If Tenant shaI1 purport in violation hereof to assign this Lease or sublet all or any portion of the Premises or permit any person or persons other than Tenant to occupy the premises, Landlord may collect rent from the person or persons then occupying the premises and apply the net amount collected to any damages or the rent reserved herein, but no such collection shall be deemed a waiver of this Article or the acceptance by Landlord of such purported assignees or subleases of Tenant or occupant or the release of Tenant of the further performance by Tenant of covenants of Tenant herein. ARTICLE X GENERAL PROVISIONS 14 /7 10.1 Successors to Landlord. The term "Landlord" herein shall be limited to mean and include only the owner or owners at the time in question of the fee interest in the building; and, in the event of any transfers of the title to such fee, Landlord herein named (and, in the case of any subsequent transfers or conveyances, grantor) shall be automatically freed and relieved, from and after the date of such transfer or conveyance, of all liability as respects the performance of any covenants or obligations on the part of Landlord contained in this Lease thereafter to be performed, provided transferee shall in such assignment agree to assume and perform Landlord's obligations hereunder and provided that any funds in the hands of landlord or the then grantor at the time of such transfer, in which Tenant has an interest, shall be delivered to the grantee, it being intended hereby that the covenants and obligations contained in this Lease on the part of Landlord shall be binding on Landlord, its successors and assigns, only during and in respect to their respective successive periods of ownership of the fee. 10.2 Subordination to Mortgage. This Lease and ali right of title Tenant hereunder are and shall be subject and subordinate to the lien of any and all mortgages or consolidated mortgage or mortgages which may now or hereafter affect the Premises or building or any part thereof and to all renewals, modifications, consolidations, replacements and extensions thereof, provided that any such mortgage placed upon the Premises shall provide that, as long as there shall be no event of default outstanding in any of the terms, conditions, covenants or agreements of this Lease on the part of the Tenant to be performed, the leasehold estate of the Tenant created hereby shall be undisturbed by any foreclosure of such mortgage. Tenant agrees to execute such instruments as may reasonably be requested by any beneficiary or mortgagee to evidence and make a record of the fact that this Lease is to be inferior to any such deed of trust or mortgage as well as provide copies of any financial statements which may be requested from time to time by any such beneficiary or mortgagee. I0.3 Subdivision. Landlord reserves the right, without the consent of the Tenant, to execute and record such declarations, restrictive covenants, maps or other documents or amendments or supplements thereto for the purpose of subdividing or re-subdividing the building containing the Premises into separate units and common elements pursuant to the Colorado Common Interest Ownership Act, provided that the Landlord's fight as declarant and owner thereof shall be subject and subordinate to the possessory and other rights of the Tenant to the Premises under this Lease. 10.4 Accord and Satisfaction. No payment by Tenant or receipt by Landlord of a lesser amount than the Rent due hereunder shall be deemed to be other than on account of the earliest rent due and payable hereunder. Any endorsement or statement accompanying or inserted upon any check or payment as rent shall not be deemed an accord and satisfaction, and Landlord may accept any such check or payment without prejudice to Landlord's rights to recover the balance of such rent or pursue any other remedy provided in this Lease or at law or in equity. l 0.5 Non-Waiver. Failure of Landlord to require strict performance of any covenant or condition shall not be deemed a waiver of such covenant or condition as to that or any subsequent failure. One or more waivers of any breach of any covenant or condition by Landlord shall not be construed as a waiver of a subsequent breach of the same or any other covenant or condition, and the consent or approval by Landlord to or of any act by Tenant requiring 15 Landlord's consent or approval shall not be deemed to waive or render unnecessary Landlord's consent or approval to or of any subsequent similar or dissimilar act by Tenant. The acceptance of rent hereunder by Landlord shall not constitute a waiver of any preceding breach by Tenant of any term, covenant, or condition of this Lease other than the failure of Tenant to pay the particular rental so accepted, regardless of Landlord's knowledge of such preceding breach at the time of acceptance of such rent. No waiver of any provision of this Lease shall be effective unless it is in writing and signed by Landlord. 10.6 Estoppel Certificates. Tenant agrees at any time and from time to time, upon ten days' prior request by Landlord, to execute, acknowledge, and deliver to Landlord a statement in writing certifying that this Lease is unmodified and in full force and effect (or, if there have been modifications, that the same is in full force and effect as modified and stating the modifications), and the dates to which the Rent and other charges have been paid in advance, if any, and confirming Tenant's acceptance of the Premises, the commencement of the Lease term, and the Rent provided under the Lease, and any ether affirmations or certifications reasonably requested by Landlord with the intent that the statement delivered, may be relied upon by any prospective purchaser, mortgagee, or assignee of any mortgagee of the building or the Premises. 10.7 Indemnification of Landlord. Throughout the term of this Lease, Tenant indemnifies Landlord and saves Landlord harmless from and against any and all claims, actions or damages or liability or expense in the loss of life, personal injury, and damage to property arising from or out of any occurrence in, upon, or at the Premises, or the occupancy or use by Tenant of the Premises or any part thereof, or occasioned wholly or in part by any act or omission of Tenant, its officers, agents, contractors, servants, customers, invitees, or permittees. In case Landlord shall be made a party to any litigation commenced by or against Tenant, then Tenant shall fully protect and hold Landlord harmless and pay all costs including travel cost, expenses, and reasonable attorney fees incurred or paid by Landlord in connection with such litigation, plus a fee of $ i 00.00 per hour for Landlord's time in defense thereof (unless Landlord is joined because of wrongful acts of Landlord). 10.8 Attorney Fees. Reasonable costs and attorney fees and other expenses incurred by the Landlord in obtaining legal advice, preparing notices or demands or otherwise enforcing any provision of this Lease by reason of a default by the Tenant or by anyone holding under Tenant in complying with any requirement of this Lease shall be paid by Tenant as Additional Rent within three days of notice of the amount thereof. All attorney fees incurred by the Landlord by reason of any action that Landlord shall institute or be made a party because of this Lease (unless Landlord is joined because of acts of Landlord determined by such litigation to be wrongful) shall be awarded to Landlord. 10.9 Interest. Without affecting any of Landlord's rights hereunder, any sum provided for herein accruing to Landlord under the provisions of this Lease other than monthly rent which shall not be paid ~vhen due shall bear interest at the rate of 10% per annum from the date of an event of default until paid in full. 10.10 Recording. Tenant shall not record or permit the recordation of this Lease or any assignment, sublease, license, grant of concession, mortgage or any other document evidencing 16 the transfer or hypothecation of all or any part of this Lease or Tenant's interest in the Premises without in each instance having received the prior written consent of Landlord. Landlord may file or record this Lease or any of the documents related to this Lease or a summary of some or all of the provisions hereof at any time without Tenant's consent. 10.11 Notices. Wherever in this Lease it shall be required or permitted that notice or demand be given or served by either party to this Lease on the other, such notice or demand shall be given or served in writing and either personally served at or forwarded by certified mail to the following addresses and shall be deemed effective upon personal service or deposit as certified mail. To Landlord: Board of County Commissioners of Pitkin County C/O Nan Sundeen 530 East Main Street Aspen, Colorado 81611 With a Copy To: John M. Ely, Esq. Pitkin County Attorney's Office 530 East Main, Suite 302 Aspen, Colorado 81611 To Tenant: John Schied Operations Director Aspen Valley Hospital 0405 Castle Creek Road Aspen, Colorado 81611 Either party may change such address from time to time by written notice given as herein above provided. 10.12 Additional. The specified remedies to which Landlord or Tenant may resort under the terms of this Lease are cumulative and not exclusive of other lawful remedies in case of any breach or threatened breach by either of any provision of this Lease. In addition to the other remedies in this Lease provided, Landlord shall be entitled to the restraint by injunction of the violation or attempted or threatened violation of any of the covenants, conditions or provisions of this Lease. 10.13 Holding Over. Any holding over after the expiration of the term hereof shall be construed to be a tenancy from month to month with the Fixed Monthly Rent at 150% of the rent herein provided for the last month of the term or any extension of the term hereof and which tenancy shall otherwise be on the conditions herein specified except that Landlord shall have the right to terminate such tenancy at the end of any calendar month upon ten days' advance written notice. 10.14 Covenant of Quiet Enioyment. So long as the Tenant is not in default or breach hereunder, the Landlord covenants that the Tenant shall peaceably and quietly occupy and enjoy 17 the Leased Premises subject to the terms hereof. The Landlord warrants and agrees to defend the title to the Premises and further warrants that it has full authority to execute this Lease. 10.15 Severability. The terms, conditions, covenants, and provisions of this Lease shall be deemed to be severable. If any provision contained herein shall be determined to be invalid by a court of competent jurisdiction or by operation of any applicable law, it shall not affect the validity of any other clause or provision herein. 10.16 Entry-by Landlord. Landlord and his authorized agents, employees, attorneys and contractors shall be entitled, at all reasonable times (and in emergencies at all times), to enter the Premises to inspect the same or determine compliance herewith and shall have all such rights as may enable Landlord promptly, efficiently and economically to carry on any work or repair, reconstruction, or restoration, to which Landlord is obligated hereunder. Tenant waives any claims for damages for business interference, inconvenience or loss of quiet enjoyment or other loss occasioned by such entry and repairs unless such repairs were occasioned by the negligence or intentional acts of Landlord. Landlord and his authorized representatives shall have the right to enter the Premises at times other than Tenant's business hours to exhibit the Premises to perspective purchasers, lenders, or tenants. Landlord agrees to provide Tenant with reasonable prior notice, whenever he deems it necessary to enter. Landlord shall at all times have and retain a key with which to unlock all of the doors in, on, or about the Premises. Tenant may not change the locks on the Premises without Landlord's prior written approval; and, upon such approval Landlord shall be provided a key to any changed locks. Landlord shall have the right to use any and all means which Landlord may deem proper to open doors in and to the Premises in an emergency in order to obtain entry to the Premises. Any entry to the Premises obtained by Landlord by any means shall not under any cimumstances be construed or deemed to be a forcible or unlawful entry into or a detainer of the Premises, or an eviction, actual or constructive of Tenant from the Premises, or any portion thereof, nor shall any such entry entitle Tenant to damages or an abatement of rent or other charges, which this Lease requires Tenant to pay. 10.17 Binding Effect. This Lease and all agreements herein contained shall bind the parties hereto. Each term and each provision of this Lease shall be construed as and shall have the same force and effect as though made in the form of a covenant. The parties covenant that the signatory to this lease has the authority to sign on behalf of the principal. 10.18 Counterparts. This Lease may be executed in counterparts and with facsimile signatures which taken together shall be one document. The parties shall deliver original signed copies within seven days of facsimile transmission of their signatures. I 0.19 Governing Law. This Lease shall be construed in accordance with the laws of the State of Colorado. The parties agree to submit to the personal Jurisdiction of the State of Colorado in connection with any action or proceeding relating to this Lease or the Premises. The parties expressly acknowledge and agree that venue of any action shall be in Pitkin County, Colorado. 10.20 Time of Essence. Time is of the essence for all obligations in this Lease. 18 10.21 Tenant's Authority. Tenant shall not be construed as or have any authority to act as the agent of Landlord concerning the Premises. Tenant shall have no authority to surrender, waive, compromise, alter or convey any of Landlord's rights in the Premises. 10.22 Headings. The headings and captions contained in this Lease are inserted for convenience of reference only and are not to be deemed part of, or to be used as an aid in construing, this Lease. 10.23 Survival. All of the representations, warranties, and covenants in this Lease shall survive the expiration or termination of this Lease. 10.24 Entire agreement. This Lease covers in full each and every agreement of every kind and nature whatsoever between the parties hereto concerning the Premises, and all preliminary negotiations and agreements of whatever kind or nature are merged herein. Landlord has made no representations or promises whatsoever with respect to the Premises and/or the building except those contained herein; and no other person, firm or corporation has, at any time, had any authority from Landlord to make any representations or promises on behalf of Landlord; and Tenant expressly agrees that, if any such representations or promises have been made by others, Tenant hereby waives all right to rely thereon. No verbal agreement or implied covenant shall be held to vary the provisions hereof, any statute, law or custom to the contrary notwithstanding. 10.25 Waiver of Jur,/Trial. Landlord and Tenant waive any right to a trial by a jury of any dispute related to this Lease. 10.26 Force Maieure. In the event that the Landlord or the Tenant shall be delayed or hindered or prevented from the performance of any act required hereunder, by reason of governmental restrictions, scarcity of labor or materials, strikes, or for reasons beyond such party's control, the performance of such act shall be excused for the period of delay; and the period for the performance of any such act shall be extended for the period necessary to complete performance after the end of the period of such delay. 10.27 Americans With Disabilities Act. Tenant hereby agrees to indemnify Landlord, its officers, directors, agents and employees and hold Landlord, its officers, directors, agents and employees harmless from and against any and all claims, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial action requirements, enforcement actions of any kind, and all costs and expenses incurred in connection therewith (including but not limited to attorney fees and expenses), arising directly or indirectly, in whole or in part, out of any alleged noncompliance of the Premises with Title 1II of the Americans with Disabilities Act of 1990, 42 U.S.C. §§ 12101, et. seq. (the "ADA"), Tenant shall keep and maintain the Leased Premises in compliance with and shall not cause or permit the Leased Premises to be in violation of the ADA. Tenant immediately advise Landlord in writing of (i) any and all enforcement, remedial, removal or other governmental or regulatory actions instituted, completed or threatened pursuant to the ADA, and (ii) all claims made or threatened by any third party against Tenant or the Leased Premises relating to damage, contribution, loss, or injury resulting from any alleged violation of the ADA. Landlord shall have the right to join and participate in, as a party if it 19 so elects, any legal proceedings or actions initiated in connection with any alleged violation of the ADA and to have its reasonable attorney fees in connection therewith paid by Tenant. Without Landlord's prior written consent, which shall not be unreasonably withheld. Tenant shall not take any remedial action in response to any alleged violation of the ADA or enter into any settlement agreement, consent decree or other compromise in respect to any alleged violation of the ADA. ARTICLE XI SECURITY DEPOSIT 11.1 Security Deposit. Tenant shall deposit the sum of $5,000.00 as security deposit with Landlord for security against damages to the leased premises, and for the performance of Tenant's obligations under this lease. If the premises are delivered to Landlord in the same condition, save normal wear and tear, as when leased by Tenant, Landlord shall return the security deposit to Tenant within 30 days of the termination of the lease. 1N WITNESS WHEREOF, the Landlord and Tenant have duly executed this Lease on the day and year first above written. TENANTS: Aspen Valley Hospital LANDLORD: Board of County Commissioners of Pitkin County John~gchied Date Operations Director Aspen Valley Hospital 0401 Castle Creek Road Aspen, CO 81611 Nancy S~nde~n- k_ Date Community Relations Director Pitkin County 530 East Main Street Aspen, CO 81611 APPROVED AS TO FORM Hilary Fletc~_~ Smith, County'~lVfanager Date 20 (Notarizations) State of Colorado SS. County of Pitkin County The foregoing instrument was subscribed, sworn and acknowledged before me this (~-~h day of~ 2004, by Nancy Sundeen, Community Relations Director, as agent for Landlord. hand & official seal. . M? Cemmiss~n E~ire~ State of Colorado Nt~y Public County of Pitkin The foregoing instrument was subscribed, sworn and a~cknowledged before me this°~~ day of~J~ 2004, by ~l>~<oc-~ec~ ,~)~eg'rxrbo~S ~M£ccx'V¢ of Aspen Valley Hospital as Tenafi~. ~ ; x/~i,tn~s~my hand & official seal. ~,y ~M~/~rn~iion expires: ~?¢~ ~- ~-~ ol~t/ary Public (~ 21