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HomeMy WebLinkAboutC10-206 Sub-Lease Agreement WECMD Edwards Sub-Station SUB-LEASE AGREEMENT BETWEEN WESTERN EAGLE COUNTY METROPOLITAN RECREATION DISTRICT and EAGLE COUNTY This Sub-Lease Agreement is made and entered into this l5 kday of May, 2010 between the Western Eagle County Metropolitan Recreation District, aquasi-municipal corporation and political subdivision of the State of Colorado (hereinafter referred to as "District") and Eagle County, Colorado, a body politic and corporate, acting by and through its Board of County Commissioners (hereinafter referred to as "County"). WITNESSETH: WHEREAS, County owns property located in Edwards, Colorado commonly known as the Berry Creek/Miller Ranch Site (the "Property"); and WHEREAS, through a lease agreement dated October 7, 2008 (the "Original Lease"), District leased from the County approximately 2.04 acres for purpose of constructing a fieldhouse, parking lot, and related site improvements (the "Fieldhouse"); and WHEREAS, County and District agreed that the Fieldhouse would contain space made available for County use, including the use of the space as a Sheriff's sub-station; and WHEREAS, County contributed $250,000 in construction costs as tenant improvement costs for the space reserved for County use; and WHEREAS, the District and County are now desirous of leasing back that portion of the Fieldhouse to the County under the terms and conditions of this Lease. NOW, THEREFORE, in consideration of the terms and covenants stated herein, including the rental amount and tenant improvements identified above, the sufficiency of which is hereby acknowledged, the District and County agree as follows: ARTICLE I Leased Premises District hereby leases to County, and County hereby rents from the District, the "Leased Premises", described as approximately 1530 square feet of interior space located in the Fieldhouse more particularly shown on Exhibit "A", and two dedicated parking spaces more particularly shown on exhibit "B", attached hereto and incorporated herein by this reference. ~lC~-~~-~Co ARTICLE II Term The term of this Sub-Lease shall run concurrently with the term of the Original Lease between County and the District. Accordingly, the initial term of this Sub-Lease shall expire on December 31, 2028. This Sub-Lease shall automatically renew for a subsequent twenty (20) year term, commencing on January 1, 2029, unless the Original Lease is not extended pursuant to its terms. ARTICLE III Rent County agrees to pay District a fixed amount of one (1) dollar as the full annual rental amount for the term of this Sub-Lease. By executing below, District acknowledges receipt of this rental sum. ARTICLE IV Insurance If the County deems it prudent or necessary to obtain insurance in addition to the District's coverage, is shall do so at its own expense in an amount it deems necessary. ARTICLE V Indemnification County acknowledges that it uses the Leased Premises at its own sole risk. County hereby releases District from liability for any costs, losses or damages of any nature whatsoever which County may suffer as a result of its use of the Leased Premises, except for the willful misconduct of District. Additionally, to the extent permitted by law, the County shall indemnify, defend and hold the District harmless from and against any and all claims arising from the County's use of the Leased Premises; provided, however, that nothing contained herein waives or is intended to waive any protections that maybe applicable to the County or the District under the Governmental Immunity Act, Section 24-10-101 et. Seq., C.R.S., or any other rights, protections, immunities, defenses or limitations on liability provided by law, and subject to any applicable provisions of the Colorado Constitution and applicable laws. ARTICLE VI Utilities 1. County shall pay its pro rata share for gas, electric, water, sewer, and trash disposal utilities. County shall pay for all utility services not specified as part of this Agreement, e.g. telephone, cable, etc. for the Leased Premises. 2 2. With regard to all utilities, it is mutually agreed that District shall not be liable in damages or otherwise for any interruption or failure thereof. County agrees that it will not install any equipment which will exceed or overload the capacity of any utilities facility or in any way increase the amount of utilities usually furnished or supplied for use of the Leased Premises as a Sheriff substation or other County office space. If any equipment installed by County shall require additional utility facilities, the same shall be installed and maintained at County's expenses in accordance with the plans and specification which have been received prior to written approval by District. ARTICLE VII Uses County may use the Leased Premises for any public purpose it deems appropriate, provided that it will not use, occupy, or permit the Leased Premises or any part thereof to be used or occupied for any unlawful or illegal business, 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, or County of Eagle. 2. County shall not do or permit anything to de done in or about the Leased Premises or bring or keep anything therein which will in any way increase the rate of fire insurance upon the building wherein the Leased Premises are situated. County shall, at County's sole cost and expense, comply with any and all requirements pertaining to the Leased Premises of any insurance company necessary for the maintenance of reasonable fire and public liability insurance covering the Leased Premises. ARTICLE VIII Repairs, Alterations and Improvements 1. County shall keep the Leased Premises, except for structural portions, in good order, condition and repair. 2. All reasonable alterations, improvements, and/or additions to the Leased Premises will only be done at County's expense. The District shall be responsible for all improvements to structural portions. However, the County shall pay its prorata share of improvements to structural portions that directly and materially benefit the County's leasehold. These improvements are not to include structural issued deemed to be a design or construction deficiency. ARTICLE IX Assignment and Subletting County may assign its interest herein, or permit the use of the Leased Premises by any person or persons other than County, or sublet the Leased Premises in whole or in part provided such use is for a valid public purpose as deemed appropriate by the County in its reasonable discretion. ARTICLE X Access to Premises District and District's authorized representative shall have the right to enter upon the Leased Premises at reasonable hours (and in emergencies, at all times) to inspect the same, to make repairs, additions or alteration to the Leased Premises and for any lawful purpose. District agrees to provide County with reasonable notice whenever District deems necessary to enter upon the Leased Premises. Notwithstanding the foregoing, there maybe areas relating to law enforcement or other functions that need to remain secure. As such, the District may not have access to all areas. ARTICLE XI Default Delinquency by County in the performance of or compliance with any of the obligations of County contained in this Sub-Lease, for a period of thirty (30) days after written notice thereof from District, shall constitute a default of this Sub-Lease by County. ARTICLE XII Termination 1. This Sub-Lease may be terminated upon the occurrence of any of the following: a. Default of the County in performance of its obligations hereunder; b. Written notification by the County that this Sub-Lease will terminate for any reason whatsoever, with or without cause, specifying the date of termination. c. Termination or expiration of the Original Lease. 2. Upon the conclusion of this Sub-Lease pursuant to this Article or pursuant to expiration of the stated term, County shall peacefully surrender the Leased Premises to District, and District upon or at any time after any such expiration, may, without further notice, peaceably reenter the Leased Premises and take control of the same subject to the terms and conditions of the Original Lease. 4 ARTICLE XIII Waiver One or more waivers of any covenant or condition by District 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 District to or of any act by County requiring District's consent or approval shall not be deemed to waive or render unnecessary District's consent or approval to or of any subsequent similar act by County. No waiver of any provision of this Sub-Lease shall be effective unless it is in writing and signed by District. ARTICLE XIV Notices 1. All notices to be given with respect to this Sub-Lease shall be in writing. All notices that may be required or given by a party to the other, shall be deemed to have been fully given when made in writing and deposited in the United States first class mail, postage prepaid, and addressed as follows: 2. District Executive Director Western Eagle County Metropolitan Recreation District 52 Lundgren Blvd Gypsum, CO 81637 County Public Works Director Eagle County Government P.O. Box 850 Eagle, CO 81631 3. Every notice shall be deemed to have been given at the time it shall be deposited in the United States mail in the manner prescribed herein. Nothing contain herein shall be construed to preclude personal services of any notice in the manner prescribed for personal serve as a summons or other legal process. ARTICLE XVI Entire Agreement, Amendments This Sub-Lease constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior oral or written statements, understandings or correspondences, if any, with respect thereto. This Sub-Lease maybe amended only by one or more Amendments executed in the same manner as this Sub-Lease. ARTICLE XVIII Miscellaneous Provisions 1. If any portion of this Sub-Lease shall be declared invalid or unenforceable, the remainder of the Sub-Lease shall continue in full force and effect. 2. This Sub-Lease and all agreements herein contained shall bind the parties hereto and their heirs, personal representatives, successors and assigns. 3. This Sub-Lease shall be construed in accordance with the laws of the State of Colorado. The Parties stipulate and consent to the exclusive jurisdiction and venue of the District Court, Eagle County, Colorado, in any civil action which might arise under this Sub-Lease. 4. The signatories below hereby represent and warrant that they have full authority to enter into this Sub-Lease on behalf of the respective entities. 5. No agent, employee or volunteer of either party shall be deemed an agent, employee or volunteer of the other party. //SIGNATURE PAGE TO FOLLOW// 6 IN WITNESS WHEREOF, the parties have executed this Sub-Lease on the day and year first above written. 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