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HomeMy WebLinkAboutC06-329 HEALTH AND HUMAN SERVICES EDWARDS ANNEX SUBLEASE AGREEMENT BETWEEN COUNTY OF EAGLE, STATE OF COLORADO AND THE LITERACY PROJECT THIS SUBLEASE is made and entered into this 3 I st day of October, 2006, by and between the County of Eagle, State of Colorado, a body corporate and politic, by and through its Board of County Commissioners (hereinafter "Sublessor" or "County") and The Literacy Project, a Colorado non-profit corporation (hereinafter "Sublessee"). RECITALS WHEREAS, on August 8, 2006, the County and Eagle River Water & Sanitation District (hereinafter "ER WSD") entered into a Lease Agreement (hereinafter "Lease Agreement") whereby the County leased from ERWSD certain real property in Eagle County, Colorado, more particularly described in Exhibit "A" attached hereto and incorporated by this reference (hereinafter "Property"); and WHEREAS, the County now desires to enter into a Sublease Agreement with Sublessee; and WHEREAS, pursuant to Paragraph 10 of the Lease Agreement, County shall not sublease or otherwise permit any other user to occupy the Property without the prior written consent ofERWSD; and WHEREAS, ER WSD consents to the County entering into this Sublease Agreement with Sublessee. AGREEMENT NOW THEREFORE, based upon and in consideration of the recitals, promises and covenants set forth herein, County and Sublessee do hereby agree as follows: 1. DEMISE. County hereby leases to Sublessee a portion of the Property designated as Room 103 A on the map attached hereto as Exhibit "B" and incorporated by reference (hereinafter "Leased Premises"). 2. TERM. The term of this Sublease Agreement shall commence on the day and year first above written and expire on August 31, 2007 unless earlier terminated as provided herein. Notwithstanding the aforementioned term, County may terminate this Sublease Agreement, at any time, with or without cause, upon thirty (30) days written notice to Sublessee. After the initial lease term, Sublessee may make written request to Sublessor for a renewal of this Sublease Agreement. Such request shall be made at least three (3) months prior to the expiration of the current term. Upon expiration or termination of this Sublease Agreement for any reason, Sublessee shall promptly surrender possession of the Leased Premises to Sublessor. 3. RENT. Sublessee agrees to pay County as rent tor the Leased Premises the sum of $ 125 per month beginning January I, 2007, payable in advance. 4. ENCUMBRANCE OF SUBLESSEE'S LEASEHOLD INTEREST. Sublessee shall not encumber by mortgage, deed of trust or other instrument, its leasehold interest and estate in the Leased Premises as security tor any indebtedness of Sublessee. 5. NO ASSIGNMENTS OR OTHER SUBLEASE. Sublessee shall not sell or assign this Sublease Agreement or any part hereoC or any interest therein. Nor shall Sublessee re-sublet the subleased premises in whole or in part. This Sublease Agreement shall not be assigned by operation of law. Any attempt to sell, assign or sublease shall be sufficient grounds tor dispossession and such assignment, sale or lease shall be void. 6. REPAIRS AND MAINTENANCE. Sublessee acccpts thc Lcascd Prcmiscs in its cxisting, as-is condition. Thc Sublessee shall kecp thc Leascd Prcmises and any buildings or improvements thercon in good condition and rcpair. In the evcnt the Lcased Prcmises arc not maintained as set forth abovc, County may elcct to tcrminatc this Subleasc Agrecment or altcrnativcly may elcct to pcrform any work and makc all rcpairs it dccms ncccssary and shall submit a statcmcnt for such rcpairs, maintenancc and work to Sublesscc for immcdiatc paymcnt which thcy agrec to pay. Thc Sublcssee shall bc solcly rcsponsible for intcrior maintenancc such as paint and carpet clcaning and day to day maintenance, including but not limited to rcplaccmcnt of light bulbs. County shall bc rcsponsible for thc cost of trash or rcfusc rcmoval and snow rcmoval from thc Propcrty. County shall also bc responsible for procuring and administcring janitorial scrviccs for thc Leascd Prcmiscs. Such clcaning and maintenance costs shall bc proratcd bascd on actual clcaning cxpenscs for thc Leascd Prcmises and Sublessec shall promptly rcimburse thc County for such clcaning and maintenancc costs 7. UTILITIES. Sublcsscc shall bc responsible for plumbing, elcctrical and heating to the Lcased Premiscs. Sublesscc shall bc solely rcsponsible for telephonc installation and scrvicc, computcr lincs and changing of any intcrior locks. 8. IMPROVEMENTS. Prior to making any alterations, improvcmcnts or changes to thc Leascd Prcmiscs, Sublcssec shall obtain thc prior writtcn conscnt of County and shall also rcccive all nccessary permits associated with such improvcmcnts. Notwithstanding thc foregoing, Sublcsscc shall not bc allowcd to tcar down or rcmove any walls on the Lcased Prcmiscs. 9. SUBLESSOR TO ENTER. Sublcssee shall pcrn1it County, and its rcspcctivc agcnts at all reasonablc timcs to cntcr upon thc Lcascd Premiscs to view thc condition of thc Lcascd Prcmiscs and any improvemcnts for thc purpose of inspcction or thc making of such rcpairs, rcplacemcnts or additions to, on or about the prcmiscs or building as 2 County dccms ncccssary or dcsirable. Sublescc shall havc no causc of action against County by rcason of such cntry. 10. UNLAWFUL USE. (a) Sublcsscc shall not usc, occupy, or pcrmit thcLeascd Premiscs or any part thcrcof to bc uscd or occupicd for any unlawful or illcgal business, usc, or purposcs dcemcd by County to bc disrcputablc or hazardous, nor in such manncr as to constitute a nuisancc of any kind, nor tor any purposc or in any way in violation of any prcscnt or futurc laws, rules, rcquircments, ordcrs, dircctions, ordinances or rcgulations of the United States of Amcrica, state of Colorado, Eaglc County or othcr municipal, governmcntal or lawful authority whatsocver having jurisdiction. (b) Sublcssee shall not do or pcrmit anything to bc donc in or about the Lcascd Premiscs or bring or kecp anything thereon which will in any way incrcase thc ratc of firc insurancc upon the Lcascd Premises. Sublcssee at its solc expcnsc shall comply with any and all requircments pertaining to thc Leascd Prcmiscs of any insurancc company neccssary for thc maintcnance of rcasonablc firc and public liability insurancc covering the Lcascd Premiscs. (c) Sublesscc shall usc thc Lcascd Prcmises for its officcs alonc and for no othcr purposc. (d) No hazardous substanccs or matcrials are allow cd on the Leascd Prcmiscs. (c) No storage of any itcms, garbagc, chairs, tablcs, etc. . . . may bc placcd outsidc of thc building and on the Lcascd Prcmises. (f) No animals or pets are pcrmittcd on thc Lcascd Prcmises. (g) Due to fire risk, no candles arc permittcd on thc Leascd Prcmiscs. (h) Smoking is prohibitcd on thc Lcased Prcmiscs. (i) Use of thc outsidc doors to the Lcascd Prcmiscs is prohibitcd exccpt for usc as cmergcncy exits. (j) In the cvcnt that combination locks are used on thc two (2) cxterior doors to the trailer, Sublessce shall kccp thc combination code confidential and only relcasc such codc to authorizcd uscrs of thc Lcased Prcmiscs. 11. CUSTOMER SERVICE. In rcndcring its scrvices, Sublcsscc shall comply with thc highcst standards of customer scrvicc to thc public. Sublesscc shall, as part of its training program, rcflect thcse values and train cach cmployec prior to them providing serviccs on thc Lcascd Prcmiscs. Sublesscc shall maintain a closc check over its cmployces to cnsurc thc maintcnancc of thcsc high standards of customcr service and 3 profcssionalism, thc pcrformancc of such obligation to bc dctcrmincd at the solc discretion of County. In thc cvcnt that County finds thcsc standards of customcr scrvicc arc not being mct by thc Sublcsscc, County may tcrminatc this Agrecmcnt, in whole or in part, upon providing thirty (30) days' writtcn notice to Sublessec. 12. INDEMNIFICATION. Sublesscc agrces that its usc of the Lcased Premiscs is at its own and sole risk. Sublessce hcrcby rcleascs County from liability for any costs, losses or damagcs of any naturc whatsocver which Sublcssce may sutTcr as a rcsult of its usc of thc Lcascd Prcmises, exccpt for willful misconduct of County. County shall not bc liablc for any loss, injury, dcath, or damage to persons or property which at any timc may be suffcrcd or sustaincd by Sublcsscc or by any pcrson who may at any timc be using or occupying or visiting thc Leased Prcmiscs or bc in, on or about thc samc, whethcr such loss, injury, dcath or damagc shall be caused by or in any way rcsult from or arisc out of any act, omission, or ncgligcnce of Sublcssec or any occupant, visitor, or uscr of any portion of the Leascd Prcmises, or shall rcsult from or bc causcd by any othcr matter or thing whcthcr of the same kind as or of a ditTercnt kind than the matters or things above sct forth, and Sublcssec shall indcmnify County against the forcgoing including but not limited to, all claims, liability, loss or damagc whatsoevcr to any pcrson on account of any such loss, injury, dcath or damage. Sublcssee hereby waivcs all claims against County for damages to thc Lcascd Premiscs and any buildings and improvemcnts that arc now on or hercafter placed or built on the Leascd Premiscs and to the property of Sublessec in, on, or about the Leascd Premises and for injuries to pcrsons or propcrty in or about the Lcased Premises, from any causc arising at any timc. In thc cvcnt County should bc madc a party to any litigation commcnccd by or against Sublessce, Sublessce shall fully protect and hold County harmless and pay all costs, cxpcnscs and reasonablc attorney fees incurrcd or paid by County in connection with such litigation, to the cxtent allowcd by law. Sublessee shall further indemnify County against all costs and expcnses including attorncy fecs in discharging the Leascd Prcmiscs from any chargc, lien or cncumbrancc or in obtaining possession after default of Sublessee or the tcrmination of this Subleasc Agrecmcnt. 13. SURRENDER. At the tcrmination of this Sublcasc Agrccmcnt, Sublcssee shall surrcnder thc Lcascd Prcmises and shall removc all improvcmcnts installcd thcrcon and attached thcreto and shall rcstorc thc premiscs to its original condition, cxccpting normal wcar and tear as shall bc in accordance with thc covcnants containcd hcrein. To thc cxtcnt that any damagc is caused to thc Propcrty by such rcmoval, Sublessce shall rcpair such damagc. 14. NOTICES. All notices, demands, or othcr writings in this Agrecment provided to be given, made or sent shall bc dccmcd to have bccn fully givcn or madc or sent whcn made in writing and deposited in thc Unitcd Statcs mail, ccrtified and postagc prcpaid and addressed as follows: 4 SUBLESSOR: Eagle County County Attorncy P.O. Box 850 Eaglc, CO 81631 SUBLESSEE: Thc Litcracy Projcct Collecn Gray, Exccutivc Dircctor P.O. Box 608 Minturn, CO 81645 Phone: (970) 949-5026 Thc addrcss to which any noticc, demand or other writing may bc givcn or madc or scnt to any party as above provided, may bc changcd by written notice givcn by such party as providcd abovc. 15. MISCELLANEOUS PROVISIONS. (a) Compliance with Law. Sublessce agrces to observe all applicablc laws and regulations, local, state or fcderal on the Leascd Prcmiscs. Sublcssee agrees not to discriminate bascd on race, rcligion, scx or national origin. (b) Sublcssce Ccrtification. Sublcssec certifics that it has carefully rcad and undcrstood cvery word of this Subleasc Agrccment and by signing this Sublcasc Agreemcnt agrccs to faithfully comply with its provisions. (c) All the rccitals arc hereby incorporatcd as sct forth in the body of this Sublcase Agreemcnt. 16. LIENS. Sublcssec shall havc thc duty to kcep the Leascd Prcmiscs frcc of licns. Sublesscc shall kcep all of thc Leascd Premiscs and every part thcrcof, and all buildings and other improvcments at any time located thcreon, free and clear of any and allmcchanics', matcrialmcns' and othcr licns for or arising out of or in conncction with work or labor donc, serviccs performcd, or matcrials or appliances used or furnishcd for or in conncction with any operations of Sublesscc, any altcration, improvcments or repairs or additions which Sublcsscc may makc or pcrmit or causc to bc made, or any work or construction by, for or pcrmittcd by Sublcssee on or about thc Lcascd Prcmiscs or any obligations of any kind incurrcd by Sublessee, and at all timcs promptly and fully to pay and discharge any and all claims on which any such lien mayor could bc bascd, and to indcmnify County and thc Leascd Premises against all such liens and claims of liens and suits or othcr procccdings pertaining thcrcto. In the cvcnt of any work by Sublcssce, County may post appropriatc noticcs of non-rcsponsibility. 17. ATTORNEY'S FEES. If any action at law or in cquity shall bc brought to rccovcr any rcnt undcr this Subleasc Agrcement or for or on account of any breach of, or to cnforcc or intcrprct any of the covcnants, terms or conditions of this Sublcasc Agrcement or for thc recovcry of the posscssion of thc Leascd Premiscs, thc prcvailing 5 party shall bc entitled to recovcr from thc othcr party as part ofthc prcvailing party's costs, reasonablc attorncy fccs, thc amount of which shall bc fixcd by thc court and shall be madc a part of any judgment or decrcc rendcrcd. 18. REMEDIES CUMULATIVE. All rcmcdics hcreinbctorc and hcreaftcr conferred on County shall bc decmcd cumulativc, and no onc remedy shall bc exclusive of the other or of any other rcmedy confcrrcd by law. 19. INSURANCE. Sublcssec shall at its cxpensc maintain in effcct throughout thc tcrm of this Sublcase Agrccment gcneralliability (including personal injury) insurancc. Sublcsscc shall maintain such covcragc in the minimum amounts of $150,000 per person, and $600,000 pcr occurrcnce. Such policy shallnamc County as an additional insurcd and shall be written in a form satisfactory to County. Sublcssee shall dcliver ccrtificates ofinsurancc to County upon County's requcst. Such policy must provide for twcnty (20) days noticc bcforc the policy in question shall be altercd or canccllcd. 20. NOTICE OF DEFAULT. Sublessce shall not be decmed to bc in default hercundcr unless County shall first give to Sublcssce ten (10) days writtcn noticc of such default, and Sublcssce fails to cure such default within such tcn (10) day period. 21. TERMINATION. This Sublcase Agrecmcnt may bc tcrminatcd upon thc occurrcncc of any of the following: (a) Dcfault of Sublesscc in thc performancc of its obligations hereundcr; (b) Written notification by either party that this Sublcase Agrcemcnt will terminate for any rcason whatsocver, with or without cause, spccifying the date of tcrmination. Said tcrmination datc shall bc no sooncr than thirty (30) days from the date of notification. Upon thc conclusion of this Sublcase Agreemcnt pursuant to this Section 21 or pursuant to cxpiration of the statcd tcrm, Sublcssee shall pcaccably surrender thc Lcased Prcmiscs to County, and County upon or at any timc after any such cxpiration, may, without furthcr notice, peaceably rccntcr thc Lcascd Premises and takc control of the samc. No such tcrmination of this Subleasc Agrccment shall relicvc Sublcsscc's liability and obligations under this Sublcasc Agrccmcnt. 22. WAIVER. One or more waivers of any covcnant or condition by County shall not be construcd as a waiver of a subsequcnt breach of thc same or any other covcnant or condition, and thc conscnt or approval by County to or of any act by Sublessec requiring County's conscnt or approval shall not bc decmcd to waive or rendcr unneccssary County's conscnt or approval to or of any subscqucnt similar act by Sublcssee. No waiver of any provision of this Subleasc Agrccmcnt shall bc cffcctive unless it is in writing and signcd by County. 6 23. PARTIES BOUND. Thc covcnants and conditions hcrein contained shall. apply to and bind thc heirs, succcssors, cxecutors, administrators, and assigns of all of the partics hcrcto. 24. EFFECT OF OTHER REPRESENTATIONS. No reprcscntations or promises shall bc binding upon thc partics to this Sublcase Agrcemcnt cxccpt thosc promiscs and rcprcscntations containcd hcrcin or in some futurc writing cxccutcd by thc parties. 25. SECTION HEADINGS. Scction hcadings in this Subleasc Agreemcnt arc intcndcd for convcnicncc only and shall not bc takcn into considcration in thc construction or intcrpretation of this Subleasc Agrccmcnt or any of its provisions. 26. APPLICABLE LAW. This Subleasc Agrecmcnt shall be construcd and interprcted in accordancc with the laws of the State of Colorado and vcnue for any action hcrcundcr shall bc in thc courts of Eagle County. 27. ACKNOWLEDGMENT AND SUPPORT OF ERWSD'S ADJOINING USES. Sublessce expressly acknowlcdges that ERWSD uses adjoining propcrty as a wastewatcr trcatmcnt plant, and recognizcs that despitc ERWSD's best cfforts to minimizc the emission of any odors, such odors are occasionally an inherent part of normal opcrations of a wastewatcr trcatment plant. Sublesscc agrccs to makc rcasonablc efforts to disscminatc intormation to all occupants of the Lcased Prcmiscs rcgarding thc potcntial for thc emission of odors from ERWSD's wastewater trcatmcnt plant and Sublessee's exprcss acccptancc of such occurrcnces and affirmative dcsirc to cntcr into this Sublcase Agrcement fully awarc ofthosc occurrences. In thc cvent any mcmbers of the public overtly criticizc ER WSD for such odors as the odors relate to Sublessce' s Leascd Premises, Sublessee agrees to cooperatc with ERWSD in making any public statcmcnts ER WSD dccms nccessary. 28. ADDITIONAL INDEMNIFICATION. In addition to the gcncral indemnification and insurance requiremcnts providcd undcr Scctions 12 and 19 of this Sublcase Agreemcnt, to thc cxtent allowable by law, Sublesscc agrces to indemnify and hold County and ER WSD harmless against any and all claims, loss, damagc, or liability brought or incurred by occupants of thc Property, or rclatcd pcrsons, rcsulting from any cmission of odors from ERWSD's wastcwatcr treatment plant. 7 IN WITNESS WHEREOF thc parties havc cxccuted this Subleasc Agrcemcnt on thc day tirst written abovc. ATTEST: SUBLESSOR: COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS Tcak 1. Simonton, Clcrk to thc Bo of County Commissioners SUBLESSEE: THE LITERACY PROJECT, a Colorado nonprotit Corporation By ()~ h)svC;: Titlc: ~ur~~~;~ 8 CONSENT AND APPROVAL Eagle River Water & Sanitation District, a quasi-municipal corporation, hereby consents to and approves the Sublease from County of Eagle, State of Colorado to The Literacy Project. EAGLE RIVER WATER & SANITATION DISTRICT STATE OF COLORADO) )ss. COUNTY OF ) The foregoing Consent and Approval was acknowledged before me this day of , 2006, by DENNIS GELVIN as General Manager of Eagle River Water & Sanitation District. Witness my hand and official seal. Notary Public My commission expires: 9 EXHIBIT A A tract of land located in the Southwest ~ of Section 31, Township 4 South, Range 82 West of the 6th P.M., of Eagle County, Colorado, being more particularly described as follows: A part of Parcel A of the Eagle Crest Filing No. 1 amended map, a subdivision on record with the Eagle County Clerk & Recorder being further described as follows: Considering the west line of the Southwest ~ of said Section 31 as bearing N 00 degrees 10' 23" E and with all bearings contained herein relative thereto: Commencing at the Southwest comer of said Section 31; thence, along the said west line N 00 degrees 10'23" E, 645.00 feet to the True Point of Beginning. Thence, 436.22 feet along the arc of a non-tangent curve to the left, with a central angle of 10 degrees 13"11" radius of 2445.61 feet, and whose long chord bears N78 degrees 21 '23" E, 43.564 feet; thence, along an existing fence line N 73 degrees 15'18" E, 398.00 feet to the east line of the said parcel A of the Eagle Crest Filing No.1 subdivision; thence along the said east line S 25 degrees 34'06" W 442.14 feet; thence, along the south line of said parcel N 73 degrees 52'54" W, 642.29 feet to the aforesaid west line of the Southwest ~ of Section 31; thence along the said west line N 00 degrees 10'23" E' 18.00 feet to the True Point of Beginning. The above described tract contains 3.14 acres, HHS Edwards Annex MAIN ENTRANCE 32' 127' 32' ROOM 107 ROOM 106 ROOM 105 13.5' - 135' I I 135' I I COPY ROOM & WORK ROOM ROOM 104 0.5' MEN'S RESTROOM ! ! 135' WOMEN'S RESTROOM 16.5' 13.5' - - 13.5' JANITOR I CLOSET 13.5' S T 0 R 127' 13.5' - A G ROOM 101 E 13.5' _ 13.5' ! ! 13.5' I I 32' 13.5' - 32' STORAGE ROOM 103 ROOM 102 UNAVAILABLE