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Home My WebLink AboutC02-017 sub lease agreement between service and support corporation and the resource centerc SUB -LEASE AGREEMENT THIS SUB -LEASE made this 8'' day of January, 2002, between the Eagle County Service and Support Corporation, a Colorado not -for profit corporation hereinafter "Sub- Lessor" or the "Corporation ", and The Resource Center of Eagle County, Inc., a Colorado not - for - profit corporation, hereinafter called "Sub- Lessee" or the "Resource Center." RECITALS WHEREAS on March 2, 1987, Eagle County by and through its Board of County Commissioners, entered into a Lease Agreement with Echo Ranch, Inc. a Colorado not - for - profit corporation for the purpose of the operation of a group home. That Lease Agreement is attached hereto as Exhibit A. WHEREAS Echo Ranch, Inc. on October 1, 2000 assigned all of its rights and interests in that Lease Agreement to the Eagle County Service and Support Corporation. WHEREAS Eagle County Service and Support Corporation now wishes to enter into a sub -lease with The Resource Center of Eagle County, Inc. WHEREAS pursuant to Paragraph 17 of the Lease Agreement, Eagle County Service and Support Corporation may sublet the premises in whole or in part without Lessor's consent. WHEREAS Eagle County by and through its Board of County Commissioners consents to Eagle County Service and Support Corporation entering into this Sub -Lease Agreement with the The Resource Center of Eagle County, Inc. AGREEMENT THEREFORE, based upon and in consideration of the recitals, promises and covenants set forth herein the Eagle County Service and Support Corporation and the Resource Center do hereby agree as follows: 1. DEMISE. The Corporation hereby leases via this sub -lease to the Resource Center the premises in the County of Eagle, State of Colorado, as highlighted on the attached map attached as Exhibit B. The parties agree that they will work together to obtain an improvement location certificate and formal description of the leased premises which will be attached hereto as a Revised Exhibit B as soon as the same is available. b., The parties agree and understand that Exhibit B illustrates buildings and property in addition to the leased premises. Those additional buildings and property may be used for any purpose the Corporation and Eagle County deem appropriate. 2. TERM. To have and to hold the premises for the term of (35) thirty-five years commencing the first day of February, 2002 at 12:00 p.m. (Noon) and expiring on the first day of February 2037 at 12:00 p.m. (Noon). Such term is subject to the terms of this Agreement and subject to paragraph 32 hereof which allows for earlier termination by either party. 3. RENT. The Resource Center agrees to pay the Corporation as rent for the premises the sum of One Dollar ($1.00) yearly, payable in advance at the office of the County Treasurer of the County of Eagle, State of Colorado or such other office as the Corporation may designate in writing, on the fifth day of February in each and every year during the said term, the first payment to be made on or before February 5, 2002. 4. BUILDING IMPROVEMENTS. The Resource Center shall at its own cost make improvements to and maintain the building located on the leased premises for use as a group home for victims of violence and their children and dependants subject to the terms of paragraph 8 hereof. The Resource Center shall be solely responsible for all security associated with its operation as a group home. Specifically the Resource Center shall be solely responsible for the installation, maintenance and operation of all security cameras, security gates and doors as well as other security measures or items installed by it. The Resource Center shall complete all improvements for security purposes such that the premises is in all respects fit for immediate occupancy on or before February 1, unless prevented by accident or unavoidable causes. 5. ENCUMBRANCE OF SUB - LESSEE'S LEASEHOLD INTEREST. Resource Center shall not encumber by mortgage or deed of trust, or other instrument, its leasehold interest and estate in the demised premises, together with all buildings and improvements placed thereon, as security for any indebtedness of Resource Center. 6. NO ASSIGNMENTS OR OTHER SUBLEASE WITHOUT CONSENT. Resource Center shall not sell or assign this sublease or any part hereof, or any interest in, or re- sublet the subleased premises in whole or in part without first obtaining the written consent of Corporation and Eagle County. This sublease shall not be assigned by operation of law. If Corporation and Eagle County once give consent to assignment of this sublease or of any interest, they shall not be barred from afterwards refusing to consent to any further assignment. Any attempt to sell, assign or sublease without written consent of Corporation and Eagle County shall be sufficient grounds for dispossession and such assignment, sale or lease shall be void. 7. DAMAGE OR DESTRUCTION. In case of damage or destruction by fire or otherwise, the Resource Center shall at its sole expense repair, restore, or rebuild the buildings and improvements on the leased premises, in accordance with plans and specifications to be approved by Eagle County and Corporation, with all reasonable dispatch, and in any event within 2 twenty -four (24) months from the time of such damage or destruction; provided, that in case of any such damage or destruction the Corporation or Eagle County shall apply any insurance for rebuilding under plans and specifications approved by Eagle County; and provided further that all insurance money recovered and not paid to the Corporation or Eagle County shall first be so applied; and provided also that in case the Resource Center shall not so repair, restore, or rebuild within-twenty-four (24) months, then such insurance money recovered by the Corporation may be retained by it as liquidated damages for the breach of the Resource Center's covenant to repair, restore or rebuild. It is agreed between the parties that the Resource Center's covenant to repair, restore or rebuild is for a building of like quality and size. 8. REPAIRS AND MAINTENANCE. The Resource Center shall keep the leased premises any buildings thereon, as identified in Exhibit B, and the drains and appurtenances thereto in good condition and repair. In the event the leased premises and drains and appurtenances thereto, are not maintained as set forth above, the Corporation or Eagle County may perform any work and make all repairs as it deems necessary and shall submit a statement for such repairs, maintenance and work to the Resource Center for immediate payment. It is agreed that the Resource Center shall not be responsible for buildings and structures beyond the leased premises. The Corporation and Eagle County shall be solely responsible for the major failure or replacement of mechanical, plumbing, electrical and heating in the leased dwelling and for the structural safety of the leased dwelling and structural integrity of exterior walls and roofs of the premises. The Resource Center shall be solely responsible for all other interior and exterior maintenance including paint and day to day maintenance. Resource Center shall also be solely responsible for the cost of trash or refuse removal, snow removal from the property and maintenance of the grounds and landscaping. The Corporation or Eagle County shall be responsible for removing existing debris from the leased premises. 9. SECURITY. The Resource Center shall be solely responsible for working with appropriate law enforcement agencies to ensure the security and safety of those utilizing the leased premises and further to ensure an immediate response in the event of an emergency. 10. SUB- LESSOR/LESSOR TO ENTER. The Resource Center shall permit the Corporation and Eagle County, and their respective agents at all reasonable times to enter upon the leased premises to view the condition of the premises and buildings for purposes of inspection or the making of such repairs, replacements or additions to, on or about the premises or building as Corporation and Eagle County deem necessary or desirable. Resource Center shall have no claim or cause of action against Corporation or Eagle County by reason of such entry. 11. UNLAWFUL USE. The Resource Center shall not make or suffer any use of occupancy of the premises contrary to any law or ordinance now or hereafter in force. 3 12. INDEMNITY. The Resource Center shall indemnify the Corporation and Eagle County against all costs and expenses, including counsel fees, lawfully and reasonably incurred in or about the premises, or in the defense of any action or proceeding, or in discharging the premises from any charge, lien or encumbrance, or in obtaining possession after default of the Resource Center or the termination of this Sub - lease. 13. SURRENDER. At the termination of this Sub -lease the Resource Center shall surrender the premises with all buildings erected thereon and additions thereto, and all fixtures affixed thereto during said term in such repair and condition, excepting normal wear and tear, as shall be in accordance with the covenants herein contained. 14. QUIET POSSESSION. The Corporation shall warrant and defend the Resource Center in the enjoyment and peaceful possession of the premises during the said term. 15. RESTRICTION. The Resource Center agrees to use the demised premises only for purposes of a group home for victims of violence and their children and dependents, and for no other purpose whatsoever. 16. ABANDONMENT OF PREMISES. The Resource Center shall not vacate or abandon the premises at any time during the term hereof; if the Resource Center shall abandon, vacate or surrender the demised premises, or be dispossessed by process of law or otherwise, any personal property belonging to the Resource Center and left on the premises shall be deemed to be abandoned, at the option of the Corporation, except such property as may be encumbered to Corporation or Eagle County. 17. ACCESS. The parties to this Sub -Lease Agreement understand that the Resource Center may erect a gate and/or fence as part of its security plan. The Parties also understand and agree that the Corporation and Eagle County as well as members of the public will require access to the additional buildings and property as reflected on Exhibit B. Thus, the Resource Center agrees that it shall permit access to the additional buildings and property as reflected on Exhibit B. The parties agree to work together to facilitate such access while ensuring the security and safety of those utilizing the leased premises. 18. NOTICES. All notices, demands, or other writings in this Sub -Lease provided to be given or made or sent, or which may be given or made or sent, by either party hereto to the other, shall be deemed to have been fully given or made or sent when made in writing and deposited in the United States mail, certified and postage prepaid and addressed as follows: 0 TO SUB- LESSORS: EAGLE COUNTY SERVICE AND SUPPORT CORPORATION Attn: Eagle County Attorney Post Office Box 850 Eagle, CO 81631 TO SUB- LESSEE: THE RESOURCE CENTER OF EAGLE COUNTY, INC. Post Office Box 2558 Avon, CO 81620 The address to which any notice, demand or other writing may be given or made or sent to any party as above provided, may be changed by written notice given by such party as provided above. 19. MISCELLANEOUS PROVISIONS (a) Compliance with Law. Resource Center agrees to observe all applicable laws and regulations, local, state or federal, on the demised property. Resource Center further agrees not to discriminate in admission to its programs based on race, religion, sex, or national origin. (b) Preference for Eagle County Residents. Resource Center agrees to the maximum extent reasonable to give preference in all admissions to Eagle County residents. (c) Airport Operations. Resource Center understands that the leased premises adjoins County Airport property, and that airport operations may cause certain dust, dirt, noise, or vibrations; and the Resource Center understands that the leased premises is in an area which could be affected by any emergency associated with County Airport including but not limited to, plane crashes. Resource Center waives any right to make any claim because of airport or aircraft activities. Resource Center further agrees, if necessary, to cooperate with Corporation and Eagle County if changes in boundaries are necessary for airport purposes, so long as the main house shall remain available for Resource Center's use for the purpose hereinbefore set forth. (d) Sub - Lessee Certification. Resource Center certifies that it has carefully read and understood every word of this Agreement and by signing this Agreement agrees to faithfully comply with its provisions. Resource Center further certifies that it has carefully read and understood the original lease agreement between Corporation and Eagle County which is attached hereto as Exhibit A. The Resource Center agrees that it shall abide by the terms of that original lease agreement and to the extent this Agreement and that original lease agreement are inconsistent the terms of the sub -lease agreement shall control. Resource Center agrees to 5 C indemnify Eagle County against all claims, damages and expenses arising out of non- performance or non - observance of any such covenants and conditions of this Agreement or the original lease agreement. (e) Because this sub -lease is expressly made subject to all terms and conditions of the original lease agreement between Corporation and Eagle County. Resource Center agrees that Eagle County may enforce the provisions of this sub -lease in the same manner and with all rights that Corporation has hereunder. 20. Taxes. (a) To the extent required by law, and as additional rental hereunder, Resource Center shall pay and discharge as they become due, promptly and before delinquency, all taxes, assessments, rates, charges, license fees, municipal liens, levies, excises or imports, whether general or special, ordinary or extraordinary, of every name, nature and kind, which may be levied, assessed, charged or imposed or which may become a lien or charge on or against the land hereby demised, or any part thereof, the leasehold of the Resource Center herein, the premises described herein, any building or buildings, or any other improvements now or hereinafter thereon excepting any building or improvement erected by Corporation or Eagle County, or on or against Eagle County by reason of its ownership of the fee underlying the Sub - Lease. (b) Specifically and without in any way limiting the generality of the foregoing, Resource Center shall pay all special assessments and levies or charges made by any municipal or political subdivision for local improvements, and shall pay the same in cash as they shall fall due and before they shall become delinquent and as required by the act and proceedings become delinquent and as required by the act and proceedings under which any such assessments or levies or charges are made by any municipal or political subdivision. If the right is given to pay either in one sum or installments, Resource Center may elect either mode of payment and its elections shall be binding on Corporation. If, by making any such election to pay in installments, and any of such installments shall be payable after the termination of this Sub -Lease or any extended term thereof, such unpaid installments shall be prorated as of the date of termination, and amounts payable after such date shall be paid by Corporation. All of the taxes and charges under this Section 20 shall be prorated at the commencement and expiration of the term hereof. (c) Resource Center shall obtain and deliver to Corporation receipts or duplicate receipts for all taxes, assessments, and other items required hereunder to be paid by Resource Center, promptly on payment thereof. 21. CONSTR UCTION OF IMPROVEMENTS, AND /OR ADDITIONAL STRUCTURES. (A) Plans and Specifications. On or before February 1, 2002, Resource Center shall at its sole expense, prepare plans and specifications for any improvements to be made to the building, including security measures. In the event any additional structure is proposed to be erected by Resource Center, Resource Center shall, at its sole expense, submit a proposal, Col C C complete with fully detailed plans and specifications to Corporation and Eagle County for their written approval or any revisions required by Corporation or Eagle County. Corporation and Eagle County shall not unreasonably withhold such approval, and in the event of disapproval, Corporation shall give to Resource Center an itemized statement of the reasons therefor within twenty (20) days after the same is submitted to Corporation. Resource Center shall not have the right to erect any structure or lights which in any way interfere with operations from or into the Eagle County Airport. (B) Alterations, Improvements and Changes Permitted. Resource Center shall at its sole expense have the right to make such alterations, improvements and changes to the leased premises as it may deem necessary, or to replace any such building with a new one of at least equal value, provided that prior to making any structural alterations, improvements, or changes, or to replacing any such building, Resource Center shall obtain Corporation's and Eagle County's written approval of plans and specifications therefor, which approval Corporation and Eagle County shall not unreasonably withhold, provided that the value of the building shall not be diminished and the structural integrity of the building shall not be adversely affected by any such alterations, improvements, or changes, or that any proposed new building is at least equal in value to the one which it is to replace as the case may be. In the event of disapproval, Corporation and Eagle County shall give to Resource Center an itemized statement of reasons therefor. Prior to commencing any work that will cost in excess of Ten Thousand Dollars ($10,000.00) Resource Center shall furnish Corporation or Eagle County, on demand with a good and sufficient surety bond, insuring the completion of such work and the payment of all bills therefor. (D) Disposition of New Improvements. Any new building constructed by Resource Center on the premises, and all alterations, improvements, changes or additions made in or to such premises shall be the property of Eagle County and Resource Center shall have only a Leasehold interest therein, subject to the terms hereof. 22. UTILITIES. Resource Center shall fully and promptly pay for all water, gas, heat, light, power, telephone service, and other public utilities of every kind furnished to the premises throughout the term hereof and all other costs and expenses of every kind whatsoever of or in connection with the use, operation, and maintenance of the premises and all activities conducted thereon, and Corporation shall have no responsibility of any kind for any thereof. 23. LIENS. (A) Sub - Lessee shall have the duty to keep the premises free of liens. Resource Center shall keep all of the premises and every part thereof, and all buildings and other improvements at any time located thereon, free and clear of any and all mechanics', material - mens' and other liens for or arising out of or in connection with work or labor done, services performed, or materials or appliances used or furnished for or in connection with any operations of Resource Center, any alteration, improvements, or repairs or additions which Resource Center may make or permit or cause to be made, or any work or construction by, for or permitted by Resource Center on or about the premises or any obligations of any kind incurred by Resource 7 Center, and at all times promptly and fully to pay and discharge any and all claims on which any such lien may or could be based, and to indemnify Corporation and Eagle County and all of the premises and all buildings and improvements thereon against all such liens and claims of liens and suits or other proceedings pertaining thereto. Resource Center shall give Corporation and Eagle County written notice no less than forty -five (45) days in advance of the commencement of any construction, alteration, addition, improvement or repair estimated to cost in excess of Ten Thousand Dollars ($10,000.00)in order that the Corporation and Eagle County may post appropriate notices of non - responsibility. (B) Contesting Liens. If Resource Center desires to contest any such lien, it shall notify Corporation and Eagle County if its intention to do so within ten (10) days after the filing of such lien. In such case, and provided that Resource Center shall on demand protect Corporation and Eagle County by a good and sufficient surety bond against any such lien and any cost, liability or damage arising out of such contest, Resource Center shall not be in default hereunder until thirty (30) days after the final determination of the validity thereof, within which time Resource Center shall satisfy and discharge such lien to the extent held valid; but the satisfaction and discharge of any such lien shall not, in any case, be delayed until execution is had on any judgment rendered thereon, and such delay shall be a default of Resource Center hereunder. In the event of any such contest, Resource Center shall protect and indemnify Corporation and Eagle County against all loss, expense and damage resulting therefrom including attorney fees. 24. INDEMNIFICATION OF LESSOR AND SUB - LESSOR. Corporation and Eagle County shall not be liable for any loss, injury, death, or damage to persons or property which at anytime may be suffered or sustained by Resource Center or by any person who may at any time be using or occupying or visiting the demised premises or be in, on or about the same, whether such loss, injury, death or damage shall be caused by or in any way result from or arise out of any act, omission, or negligence of Resource Center or of any occupant, subtenant, visitor, or user of any portion of the premises, or shall result from or be caused by any other matter or thing whether of the same kind as or of a different kind than the matters or things above set forth, and Resource Center shall indemnify Corporation and Eagle County against all claims, liability, loss or damage whatsoever on account of any such loss, injury death or damage. Resource Center hereby waives all claims against Corporation and Eagle County for damages to the building and improvements that are now on or hereafter placed or built on the premises and to the property of Resource Center in, on, or about the premises, and for injuries to persons or property in or about the premises, from any cause arising at any time. The two preceding sentences shall not apply to loss, injury, death, or damage arising by reason of the negligence or misconduct of Corporation, its agents, or employees. 25. ATTORNEYS FEES. If any action at law or in equity shall be brought to recover any rent under this Agreement, or for or on account of any breach of, or to enforce or interpret any of the covenants, terms, or conditions of this Agreement, or for the recovery of the possession of the demised premises, the prevailing party shall be entitled to recover from the other party as part of the prevailing party's costs reasonable attorneys fees the amount of which shall be fixed by the court and shall be made a part of any judgment or decree rendered. 26. REDELIVERY OF PREMISES. Resource Center shall pay the rent and all other sums required to be paid by it hereunder in the amounts, at the times and in the manner herein provided, and shall keep and perform all the terms and conditions hereof on its part to be kept and performed, and, at the expiration or sooner termination of this Agreement, peaceably and quietly quit and surrender to Corporation the premises in good order and condition subject to the other provisions of this Agreement. In the event of the non - performance by Resource Center of any of the covenants of Resource Center undertaken herein, this Agreement may be terminated as herein provided. 27. REMEDIES CUMULATIVE. All remedies hereinbefore and hereafter conferred on Corporation and/or Eagle County shall be deemed cumulative, and no one exclusive of the other or of any other remedy conferred by law. 28. INSURANCE. (A) Insurance coverage of the premises. Resource Center shall, at all times during the term of this Sub -Lease and at Resource Center's sole expense, keep all improvements which are now or hereafter a part of the premises insured against loss or damage by fire and the extended coverage hazards for one hundred percent (100 %) of the full replacement value of such improvements, with loss payable to Corporation and Eagle County and Resource Center as their interest may appear. Any loss adjustment shall require the written consent of both Corporation and Resource Center. (B) Personal Injury Liability Insurance. Resource Center shall maintain in effect throughout the term of this Sub -Lease personal injury liability insurance covering the premises and its appurtenances, the sidewalks fronting thereon, and the operations of Resource Center in the minimum amount of $2,000,000, for injury to or death of any number of persons in one occurrence, and property damage liability insurance in the amount of $2,000,000. Such insurance shall specifically insure Resource Center against all liability assumed by it hereunder, as well as liability imposed by law, and shall insure both Corporation, Eagle County and Resource Center, but shall be so endorsed as to create the same liability on the part of the insurer as though separate policies had been written for each party. (C) Sub - Lessors right to pay premium on behalf of Sub - Lessee. All of the policies of insurance referred to in this section shall be written in a form satisfactory to Corporation and by insurance companies satisfactory to Corporation, and shall be submitted to the Eagle County Attorney for his approval. Resource Center shall pay all of the premiums therefor and deliver such policies, or certificates thereof, to Corporation, and in the event of the failure of Resource Center either to effect such insurance in the names herein called for, or to pay the premiums therefor, or to deliver such policies or certificates thereof to Corporation, Corporation shall be entitled, but shall have no obligation, to effect such insurance and pay the premiums therefor, 0 which premiums shall be repayable to Corporation with the next installment or rental, and failure to repay the same shall carry with it the same consequence as failure to pay any installment of rent. Each insurer mentioned in this section shall agree, by endorsement on the policy or policies issued by it, or by independent instrument furnished to Corporation, that it will give to Corporation at least twenty (20) days written notice before the policy or policies in question shall be altered or canceled. Corporation agrees that it will not unreasonably withhold its approval as to the form or to the insurance companies selected by Resource Center. (D) Definition of Full Replacement Value. The term "Full replacement value" of improvements as used herein, shall mean the actual replacement cost thereof from time to time, less exclusions provided in the normal fire insurance policy. (E) Adjustment of Coverage. In the event that Eagle County or the Corporation shall at any time deem the limits of the personal injury or property damage or public liability insurance then carried to be either excessive or insufficient, Eagle County or the Corporation shall advise the Resource Center on reasonable limits for coverage which the Resource Center shall immediately put in place. In setting any limits, the requirements of Colorado statutes as they relate to County's liability shall be considered. (F.) Blanket Insurance Policies. Notwithstanding anything to the contrary contained in this section, Resource Center's obligations to carry the insurance provided for herein may be brought within the coverage of a so- called blanket policy or policies of insurance carried and maintained by Resource Center; provided, however, that the coverage afforded Corporation and Eagle County will not be reduced or diminished or otherwise be different from that which would exist under a separate policy, meeting all other requirements of this Sub -Lease by reason of the use of such blanket policy of insurance. (G) Cost of Insurance Deemed Additional Rental. The cost of insurance required to be carried by Resource Center in this section shall be deemed to be additional rental hereunder. 29. NOTICE OF DEFAULT. Resource Center shall not be deemed to be in default hereunder in the payment of rent or the payment of any other moneys as herein required, or in the furnishing of any bond or insurance policy when required herein, unless Corporation shall first give to Resource Center ten (10) days written notice of such default and Resource Center fails to cure such default within such ten (10) days or such other period of time as maybe agreed to by the parties. Resource Center shall not be deemed to be in default hereunder unless Corporation shall first give to Resource Center ten (10) days' written notice of such default, and Resource Center fails to cure such default within such ten (10) day period or other period of time agreed to by the parties. 10 C < 30. DEFAULT. Subject to the terms of paragraph 29 hereof, in the event of any breach of this Sub -Lease by Resource Center, Corporation, in addition to the other rights or remedies it may have, shall have the right of re -entry and may remove all persons and property from the premises; such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of Resource Center. Should Corporation elect to re -enter as herein provided, or should it take possession pursuant to legal proceedings or pursuant to any notice provided for by law, Corporation may either terminate this Sub - Lease, or it may from time to time, without terminating this Sub - Lease, re -let the demised premises or any part hereof for such term or terms (which may be for a term extending beyond the term of this Sub - Lease) and at such rental or rentals and on such other terms and conditions as Corporation in the sole discretion of Corporation may deem advisable, with the right to make alterations and repairs to the demised premises. On each such re- letting (a) Resource Center shall be immediately liable to pay to Corporation, in addition to any indebtedness other than rent due hereunder, the expenses of such re- letting and of such alterations and repairs, incurred by Corporation; or (b) at the option of Corporation, rents received by such Corporation from such re- letting shall be applied, first to the payment of any indebtedness, other than rent due hereunder from Resource Center to Corporation; second, to the payment of any expenses of such re- letting and of such alterations and repairs; third, to the payment of rent due and unpaid hereunder; and the residue, if any, shall be held by Corporation and applied in payment of future rent as the same may become due and payable hereunder. No such re -entry or taking possession of the demised premises by Corporation shall be construed as an election on the part of Corporation to terminate this Sub - Lease unless a written notice of such intention is given to Resource Center, or unless the termination thereof is decreed by a court of competent jurisdiction. Notwithstanding any such re- letting without termination, Corporation may at any time there -after elect to terminate this Sub - Lease for such previous breach. Should Corporation at any time terminate this Sub - Lease, in addition to any other remedy it may have, Corporation may recover from Resource Center all damages incurred by reason of such breach, including the cost of recovering the premises, and including the worth at the time of such determination of the excess, if any, of the amount of rent and charges equivalent to rent reserved in this Sub -Lease for the reminder of the stated term over the then reasonable rental value of the premises for the remainder of the stated term, all of which amount shall be immediately due and payable from Resource Center to Corporation. 31. SUB-LESSOR'S RIGHT TO PERFORM. In the event that Resource Center, by failing or neglecting to do or perform any act or thing herein provided by it to be done or performed, shall be in default hereunder, and such failure shall continue for a period of ten (10) days after written notice from Corporation specifying the nature of the act or thing to be done or performed, then Corporation may, but shall not be required to, do or perform or cause to be done or performed such act or thing (entering on the demised premises for such purposes, if Corporation shall so elect), and Corporation or Eagle County shall not be held liable, or in any way responsible, for any loss, inconvenience, annoyance, or damage resulting to Resource Center on account thereof, and Resource Center shall repay to Corporation on demand the entire expense thereof, including compensation to the agents and employees of Corporation. Any act or thing done by Corporation pursuant to the provisions of this section shall not be construed as a 11 � C waiver of any such default by Resource Center, or as a waiver of any covenant, term, or condition herein contained or the performance thereof, or of any other right or remedy of Corporation hereunder or otherwise. All amounts payable by Resource Center to Corporation under any of the provisions of this Sub -Lease provided, shall bear interest from the date they become due until paid at the rate of twelve percent (12 %) per annum, compounded annually. 32. TERMINATION. The parties agree that this Agreement maybe canceled or terminated, for any reason with or without cause, by either party without penalty any time after February 1, 2005. Such cancellation and termination shall be effective within sixty (60) days after one party gives to the other written notice of termination. However, the giving of such notice shall not release either the Corporation or the Resource Center from full and faithful performance of all covenants of this Agreement during the period between the giving of notice and the effective date of cancellation and termination. 33. WAIVER. The waiver of Corporation of, or the failure of Corporation to take action with respect to any breach of any term, covenant, or condition herein contained, shall not be deemed to be a waiver of such term, covenant, or condition, or subsequent breach of the same, or any other term, covenant, or condition therein contained. The subsequent acceptance of rent hereunder by Corporation shall not be deemed to be a waiver of any preceding breach by Resource Center of any term, covenant, or condition of this Agreement, other than the failure of Resource Center to pay the particular rental so accepted, regardless of Corporation's knowledge of such preceding breach at the time of acceptance of such rent. 34. DISPOSITION. On termination of this Agreement for any cause, Eagle County shall become the owner of any building or improvements on the demised premises. 35. PARTIESBOUND. The covenants and conditions herein contained shall, apply to and bind the heirs, successors, executors, administrators, and assigns of all of the parties hereto. 36. TIME OF THE ESSENCE. Time is of the essence of this Sub -Lease and of each and every covenant, term, condition and provision hereof. 37. INTERR UPTION OF SERVICE OR USE. Interruption of services or curtailment of any service maintained in the building, if caused by strikes, mechanical difficulties or any causes beyond Corporation or Eagle County's control shall not entitle Resource Center to any damages against Corporation or Eagle County. 38. EFFECT OF OTHER REPRESENTATIONS. No representations or promises shall be binding upon the parties to this Agreement except those promises and representations contained herein or in some future writing executed by the parties. 39. SECTION HEADINGS. Section headings in this Agreement are intended for convenience only and shall not be taken into consideration in the construction or interpretation of 12 ( C this Agreement or any of its provisions. 40. APPLICABLE LAW. This Agreement shall be construed and interpreted in accordance with the laws of the State of Colorado. IN WITNESS WHEREOF the parties have executed this Sub -Lease Agreement on the day first written above. M Michael L. Gallagher, S etary to the Eagle County Se ice and Support Corporation .Y.YSIA EAGLE COUNTY SERVICE AND SUPPORT CORPORATION, A Colorado nonprofit corporation By: Tom C4 Ys' resident LESSEE: THE RESOURCE CENTER OF EAGLE COUNTY, INC. a Colorado nonprofit Corporation By: Bev Christiansan, xecutive Director By: inti-i ()�� — L Gottli , President of the Board of Directorsf - 13 C, CONSENT Eagle County, a body corporate and politic, here by consents to the sublease from Eagle County Service and Support Corporation to The Resource Center of Eagle County, Inc. COUNTY OF EAGLE, STATE OF COLORADO e By and through its Board of County Commissioners ATTEST: ooLORa►90 Clerk to the Board of Commissioners 14 Commissioner Menconi, Commissioner