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HomeMy WebLinkAboutC08-121EDWARDS ANNEX SUBLEASE AGREEMENT BETWEEN COUNTY OF EAGLE, STATE OF COLORADO AND EAGLE COUNTY SCHOOL DISTRICT THIS SUBLEASE is made and entered into this 22°d day of April, 2008, 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 Eagle County School District, a Colorado public entity (hereinafter "Sublessee"). RECITALS WHEREAS, the County and Eagle River Water & Sanitation District (hereinafter "ERWSD") have 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 Pazagraph 10 of the Lease Agreement, County shall not sublease or otherwise permit any other user to occupy the Property without the prior written consent of ERWSD; and WHEREAS, ERWSD 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 Rooms 100 A, 102, 104, 105, 106, 108 on tlxe map attached hereto as Exhibit "B" and incorporated by reference (hereinafter "Leased Premises"). 2. TERM. The term of this Sublease Agreement shall commence August 1, 2007 and expire on May 31, 2008 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 for the Leased Premises the sum of $ 1,222 per month beginning August 1, 2007, payable in advance. Sublessee agrees to pay a 61 % share of all common area maintenance costs incurred by the County for utilities, cleaning, trash removal, and general building maintenance. 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 for any indebtedness of Sublessee. 5. NO ASSIGNMENTS OR OTHER SUBLEASE. Sublessee shall not sell or assign this Sublease Agreement or any part hereof, 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 for dispossession and such assignment, sale or lease shall be void. 6. REPAIRS AND MAINTENANCE. Sublessee accepts the Leased Premises in its existing, as-is condition. The Sublessee shall keep the Leased Premises and any buildings or improvements thereon in good condition and repair. In the event the Leased Premises are not maintained as set forth above, County may elect to terminate this Sublease Agreement or alternatively may elect to perform any work and make all repairs it deems necessary and shall submit a statement for such repairs, maintenance and work to Sublessee for immediate payment which they agree to pay. The Sublessee shall be solely responsible for interior maintenance such as paint and carpet cleaning and day to day maintenance, including but not limited to replacement of light bulbs. County shall be responsible for the cost of trash or refuse removal and snow removal from the Property. County shall also be responsible for procuring and administering janitorial services for the Leased Premises. Such cleaning and maintenance costs shall be prorated based on actual cleaning expenses for the Leased Premises (as noted in paragraph 3) and Sublessee shall promptly reimburse the County for such cleaning and maintenance costs. 7. UTILITIES. Sublessee shall be responsible for plumbing, electrical and heating to the Leased Premises. Sublessee shall be solely responsible for telephone installation and service, computer lines and changing of any interior locks. 8. IMPROVEMENTS. Prior to making any alterations, improvements or changes to the Leased Premises, Sublessee shall obtain the prior written consent of County and shall also receive all necessary permits associated with suc$ improvements. Notwithstanding the foregoing, Sublessee shall not be allowed to tear down or remove any walls on the Leased Premises. 9. SUBLESSOR TO ENTER Sublessee shall permit County, and its respective agents at all reasonable times to enter upon the Leased Premises to view the condition of the Leased Premises and any improvements for the purpose of inspection or the making of such repairs, replacements or additions to, on or about the premises or building as County deems necessary or desirable. Subeesee shall have no cause of action against County by reason of such entry. 2 10. UNLAWFUL USE. (a) Sublessee shall not use, occupy, or permit theLeased Premises or any part thereof to be used or occupied for any unlawful or illegal business, use, or purposes deemed by County to be disreputable or hazardous, nor in such manner as to constitute a nuisance of any kind, nor for any purpose or in any way in violation of any present or future laws, rules, requirements, orders, directions, ordinances or regulations of the United States of America, state of Colorado, Eagle County or otherr municipal, governmental or lawful authority whatsoever having jurisdiction. (b) Sublessee shall not do or permit anything to be done in or about the Leased Premises or bring or keep anything thereon which will in any way increase the rate of fire insurance upon the Leased Premises. Sublessee at its sole expense shall comply with any and all requirements pertaining to the Leased Premised, of any insurance company necessary for the maintenance of reasonable fire and public liability insurance covering the Leased Premises. (c) Sublessee shall use the Leased Premises for its offices alone and for no other purpose. (d) No hazardous substances or materials are allowed on the Leased Premises. (e) No storage of any items, gazbage, chairs, tables, etc.... may be placed outside of the building and on the Leased Premises. (f) No animals or pets are permitted on the Leaded Premises. (g) Due to fire risk, no candles aze permitted on the Leased Premises. (h) Smoking is prohibited on the Leased Premises. (i) Use of the outside doors to the Leased Premises is prohibited except for use as emergency exits. (j) In the event that combination locks are used on the two (2) exterior doors to the trailer, Sublessee shall keep the combination code confidential and only release such code to authorized users of the Leased Premises. 11. CUSTOMER SERVICE. In rendering its ser~ices, Sublessee shall comply with the highest standards of customer service to the publicl. Sublessee shall, as part of its training program, reflect these values and train each employee prior to them providing services on the Leased Premises. Sublessee shall maintain a close check over its employees to ensure the maintenance of these high standards of customer service and professionalism, the performance of such obligation to be determined at the sole discretion of County. In the event that County fords these standards o~,f customer service are not being met by the Sublessee, County may terminate this Agreement, in whole or in part, upon providing thirty (30) days' written notice to Sublessee. 12. INDEMNIFICATION. Sublessee agrees that its use of the Leased Premises is at its own and sole risk. Sublessee hereby releases County from liability for any costs, losses or damages of any nature whatsoever which Sublessee may suffer as a result of its use of the Leased Premises, except for willful misconduct of County. County shall not be liable for any loss, injury, death, or damage to persons or property which at any time may be suffered or sustained by Sublessee or by any person who may at any time be using or occupying or visiting the Leased 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 Sublessee or any occupant, visitor, or user of any portion of the Leased 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 Sublessee shall indemnify County against the foregoing including but not limited to, all claims, liability, loss or damage whatsoever to any person on account of any such loss, injury, death or damage. Sublessee hereby waives all claims against County for damages to the Leased Premises and any buildings and improvements that are now on or hereafter placed or built on the Leased Premises and to the property of Sublessee in, on, or about the Leased Premises and for injuries to persons or property in or about the Leased Premises, from any cause arising at any time. In the event County should be made a party to any'litigation commenced by or against Sublessee, Sublessee shall fully protect and hold County harmless and pay all costs, expenses and reasonable attorney fees incurred or paid by County in connection with such litigation, to the extent allowed by law. Sublessee shall further indemnify County against all costs and expenses including attorney fees in discharging the Leased Premises from any charge, lien or encumbrance or in obtaining possession after default of Sublessee or the termination of this Sublease Agreement. 13. SURRENDER At the termination of this Sublease Agreement, Sublessee shall surrender the Leased Premises and shall remove all improvements installed thereon and attached thereto and shall restore the premises to its original condition, excepting normal wear and tear as shall be in accordance with the covenants contained herein. To the extent that any damage is caused to the Property by such removal, Sublessee shall repair such damage. 14. NOTICES. All notices, demands, or other writings in this Agreement provided to be given, made or sent 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: SUBLESSOR: Eagle County Facilities Department P.O. Box 850 Eagle, CO 81631 SUBLESSEE: Eagle County School District Wade Hill, Principal Red Cdnyon High School Phil Onofrio, Chief Financial Officer P.O. Box 740 Eagle, CO 81631 Phone: (970) 328-6321 4 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. 15. MISCELLANEOUS PROVISIONS. (a) Compliance with Law. Sublessee agrees to observe all applicable laws and regulations, local, state or federal on the Leased Premises. Sublessee agrees not to discriminate based on race, religion, sex or national origin. (b) Sublessee Certification. Sublessee certifies that it has carefully read and understood every word of this Sublease Agreement and by signing this Sublease Agreement agrees to faithfully comply with its provisions. (c) All the recitals are hereby incorporated as set forth in the body of this Sublease Agreement. 16. LIENS. Sublessee shall have the duty to keep the Leased Premises free of liens. Sublessee shall keep all of the Leased Premises and every part thereof, and all buildings and other improvements at any time located thereon, free and clear of any and all mechanics', materialmens' 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 Sublessee, any alteration, improvements or repairs or additions which Sublessee may make or permit or cause to be made, or any work or construction by, for or permitted by Sublessee on or about the Leased Premises or any obligations of any kind incurred by Sublessee, 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 County and the Leased Premises against all such liens and claims of liens and suits or other proceedings pertaining thereto. In the event of any work by Sublessee, County may post appropriate notices of non-responsibility. 17. ATTORNEY'S FEES. If any action at law or in equity shall be brought to recover any rent under this Sublease Agreement or for or on account of any breach of, or to enforce or interpret any of the covenants, terms or conditions of this Sublease Agreement or for the recovery of the possession of the Leased Premises, the prevailing party shall be entitled to recover from the other party as part of the prevailing party's costs, reasonable attorney fees, the amount of which shall be fixed by the court and shall be made a part of any judgment or decree rendered. 18. REMEDIES CUMULATIVE. All remedies hereinbefore and hereafter conferred on County shall be deemed cumulative, and no one remedy shall be exclusive of the other or of any other remedy conferred by law. 19. INSURANCE. Sublessee shall at its expense maintain in effect throughout the term of this Sublease Agreement general liability (including personal injury) insurance. Sublessee shall maintain such coverage in the minimum amounts of $150,000 per person, and $600,000 per occurrence. Such policy shall name County as an additional insured and 5 shall be written in a form satisfactory to County. Sublessee shall deliver certificates of insurance to County upon County's request. Such policy mjust provide for twenty (ZO) days notice before the policy in question shall be altered or cancelled. 20. NOTICE OF DEFAULT. Sublessee shall nod be deemed to be in default hereunder unless County shall first give to Sublessee ten (1'~,0) days written notice of such default, and Sublessee fails to cure such default within such ten (10) day period. 21. TERMINATION. This Sublease Agreement may be terminated upon the occurrence of any of the following: .. (a) Default of Sublessee in the performance of its obligations hereunder; (b) Written notification by either party that this Sublease Agreement will terminate for any reason whatsoever, with or without cause, specifying the date of termination. Said termination date shall be no sooner than thirty (30) days from the date of notification. Upon the conclusion of this Sublease Agreement pursuant to this Section 21 or pursuant to expiration of the stated term, Sublessee shall peaceably surrender the Leased Premises to County, and County upon or at any time after any such expiration, may, without further notice, peaceably reenter the Leased Premises and take control of the same. No such termination of this Sublease Agreement shall relieve Sublessee's liability and obligations under this Sublease Agreement. 22. WAIVER One or more waivers of any covenant or condition by County 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 County to or of any act by Sublessee requiring County's consent or approval shall not be deemed to waive or render unnecessary County's consent or approval to or of any subsequent similar act by Sublessee. No waiver of any provision of this Sublease Agreement shall be effective unless it is in writing and signed by County. 23. PARTIES BOUND. The covenants and conditions herein contained shall, apply to and bind the heirs, successors, executors, administrators, and assigns of all of the parties hereto. 24. EFFECT OF OTHER REPRESENTATIONS. No representations or promises shall be binding upon the parties to this Sublease,Agreement except those promises and representations contained herein or in some future writing executed by the parties. 25. SECTION HEADINGS. Section headings in jthis Sublease Agreement are intended for convenience only and shall not be taken into consideration in the construction or interpretation of this Sublease Agreement or any of its provisions. 6 26. APPLICABLE LAW. This Sublease Agreement shall be construed and interpreted in accordance with the laws of the State of Colorado and venue for any action hereunder shall be in the courts of Eagle County. 27. ACKNOWLEDGMENT AND SUPPORT OF ERWSD'S ADJOINING USES. Sublessee expressly acknowledges that ERWSD uses adjoining property as a wastewater treatment plant, and recognizes that despite ER'iWSD's best efforts to minimize the emission of any odors, such odors are occasionally an inherent part of normal operations of a wastewater treatment plant. Sublessee agrees to make reasonable efforts to disseminate information to all occupants of the Leased Premises regarding the potential for the emission of odors from ERWSD's wastewater treatment plant and Sublessee's express acceptance of such occurrences and affirmative desire to enter into this Sublease Agreement fully aware of those occurrences. In the event any members of the public overtly criticize ERWSD for such odors as the odors relate to Sublessee's Leased Premises, Sublessee agrees to cooperate with ERWSD in making any public statements ERWSD deems necessary. 28. ADDITIONAL INDEMNIFICATION. In addition to the general indemnification and insurance requirements provided under Sections 12 and 19 of this Sublease Agreement, to the extent allowable by law, Suble~see agrees to indemnify and hold County and ERWSD harmless against any and all claims, loss, damage, or liability brought or incurred by occupants of the Property, or related persons, resulting from any emission of odors from ERWSD's wastewater treatment plant. IN WITNESS WHEREOF the parties have executed this Sublease Agreement on the day first written above. SUBLESSOR: Y COUNTY OF' EAGLE, STATE OF COLORADO, By and Through Its BOA~RD~~OF C ~Y SSIONERS B~ Peter F. Run on, Chairm SUBLESSEE: EAGLE COUI By: ~~ , Wade Hill, Pr Bye: Phil Onofrio, of County Commissioners X4..1 _ J~u~-` EXHIBIT A A tract of land located in the Southwest 1/a 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 Clexk & Recorder being further described as follows: Considering the west line of the Southwest 1/4 of said Section 31 as bearing N 00 degrees 10' 23" E and with all bearings contained herein relative thereto: Commencing at the Southwest corner 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 anon-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.l 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 1/4 of Section 31; thence along the said west line N 00 degrees 10'23" E' 18.00 feet to the True Pointe, of Beginning. The above described tract contains 3.14 acres. 8 Indent roddler room Per9n1 Meed08 EHS Red Cem~on Room - EHS Nigh Sehod NH8 EdwaNS Amrea ROOM 107 ROOM 108 ROOM 108 Red Cam/an High School Icdtlten aM WORK ROOM Red Canyon Htgh Sdtoal ROOM 1 W ~~ Room 108 20.8' Red Carryon High Seh0al MEN9 RESTROOM 13.8' VMDMENB RESTROOM 8.8' 8tomga MAIN ENTRANCE JANROR CLOSET Red Cenymt Htgh Sdroel 13.6' Mowta6i Va0ey Room t00A S ~veloprtlentel T O R 27' 13.8' A 6 ROOM 101 E Room 1~ B r~ i 1 b• I_ 13,6' ANam:e for Red Cenyal Y ~~ SehoN Mourdafn Va0ey Oevelopn~entel STORAGE ROOM 103 ROOM 102 e UNAVAILABLE