HomeMy WebLinkAboutC11-342 County Health Service District LeaseLEASE
THIS LEASE is entered into this first day of JVA1Qk/, 2011, by and
between EAGLE COUNTY HEALTH SERVICE DISTRICT, a quasi -municipal
corporation and political subdivision of the State of Colorado (the "Landlord"), and the
BOARD OF COUNTY COMMISSIONERS, County of Eagle, a political subdivision of
the State of Colorado, acting on behalf of the Office of Eagle County Sheriff ("Tenant").
RECITALS
WHEREAS, the Landlord is the Owner (as successor in interest to Eagle County
Emergency Services Hospital District) of certain real property (the "Premises") described
in Exhibit A hereto and made a part hereof; and
WHEREAS, Landlord desires to lease to Tenant, and Tenant desires to lease from
Landlord, the Premises for the occupancy of Vail Mountain Rescue Group, Inc., a
Colorado Nonprofit Corporation, ("Mountain Rescue") of a free-standing building at
1055 Edwards Village Boulevard, Edwards, CO 81632 (the "Improvements") to be used
by Mountain Rescue as its mountain rescue facility;
NOW, THEREFORE, in consideration of good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, it is agreed as follows:
ARTICLE I.
Premises And Terms
1.1 Demise. Landlord, in consideration of the rents, covenants, agreements and
conditions hereinafter mentioned to be kept and performed by Tenant, has this date
rented, leased, let and by these presents does rent, lease and let to the Tenant the Premises
with all of the rights, privileges, easements and appurtenances thereunto attached and any
way thereunto belonging.
1.2 Term. The Term of this Lease AgrMe
nt shall be twenty five (25) years,
commencing at 12:00 midnight on the 1St day of , 2011, and ending at
12:00 midnight thereafter on the last day of , 2036, unless sooner terminated
as hereinafter set forth. Tenant may terminate this Lease at any time by giving written
notice to Landlord at least thirty (30) days in advance of the date of termination; and
Landlord may terminate by giving at least one (1) year advance notice to Tenant.
Provided that Tenant has performed in a timely manner under all of the terms,
covenants and conditions to be performed by the Tenant under this Lease Agreement, the
Term may be extended for five (5) additional five (5) year terms ("extended Term") at
the option of the Tenant. The option to extend the primary Term of the Lease Agreement
shall be deemed to automatically have been exercised unless the Tenant has delivered to
Landlord written notice of its election that it will not extend the lease term at least six (6)
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months before the expiration of the primary Term or any extended Term. If the Tenant
fails to provide notice that the Term of the Lease Agreement will not be extended, the
Lease Agreement shall automatically be extended for the entire extended Term upon the
terms and provisions herein provided, or upon such terms and provisions as shall be
mutually agreed upon in writing by the Parties.
The Parties agree and acknowledge that by this Lease Agreement, Tenant does not
create, and shall not be deemed to have created, a multiple -fiscal year direct or indirect
debt or other financial obligation of any nature.
ARTICLE II.
Rental
In consideration of the aforesaid demise and lease, the Tenant hereby covenants
and agrees:
(a) To act as official agent for Mountain Rescue and to provide certain
insurance coverages for Mountain Rescue.
(b) Tenant covenants and agrees to pay Landlord an annual rental in
advance in the amount of one dollar ($1), commencing on the first
day of this Lease, and each anniversary date thereafter during the
term of this Lease.
(c) In the event Tenant's status as a Nonprofit Corporation staffed by
unpaid volunteers should change in any way during the Term,
primary or extended, of this Lease Agreement, then the Landlord
shall have the option of increasing the annual rental payable
hereunder to not more than 12% of the real estate value of the
leasehold estate ("Recalculated Rent"). In that event, either Party
shall have the right to request an appraisal of the leasehold estate for
the purpose of establishing and/or adjusting the Recalculated Rent.
ARTICLE III.
Quiet Enioyment
Landlord covenants so long as Tenant shall act as official agent for Mountain
Rescue as provided for herein and shall keep, observe and perform all of the other
covenants and conditions of this Lease, Tenant shall and may peaceably and quietly have,
hold and enjoy the Premises and Improvements for the Term of this Lease free of
interference from Landlord or those claiming through or under Landlord. This covenant
shall be construed as running with the land to and against subsequent owners and
successors in interest.
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ARTICLE IV.
Title to Improvements
4.1 Title to Improvements. Title to the existing improvements on the Premises,
if any, shall remain in Landlord. Tenant may construct new improvements, remodel or
replace present improvements and improve the Premises as it deems necessary or
desirable ("Improvements") and title to Improvements shall vest in the Landlord.
4.2 Title Upon Termination. If this Lease should terminate for any reason prior
to expiration of the Term, then, in that event, Tenant shall execute such documents as are
necessary to convey title, and thereupon title to the Improvements shall fully vest in the
Landlord. Landlord shall also have the sole option to cause Tenant, at Tenant's cost, to
remove the improvements upon termination.
4.3 Title Upon Expiration. Upon expiration of the term of this Lease, title to
the Improvements and all other improvements shall fully vest in the Landlord. Landlord
shall also have the sole option to cause Tenant, at Tenant's cost, to remove the
improvements upon expiration.
ARTICLE V.
Taxes and Other Charges
5.1 Tax Exemption. It is anticipated by Landlord and Tenant that Tenant will
be successful in establishing to the satisfaction of the Assessor of Eagle County that
Tenant's use of the property renders the property not subject to property taxes.
5.2 Real or Personal Property. Although no taxes are expected, Tenant shall
pay, before a delinquency, all personal property taxes, if any, assessments and other
charges, if any, levied upon or assessed against the fixtures owned by Tenant or
Mountain Rescue and located on the Premises or within the Improvements, or which will
become a lien or are due and payable during the term of the Lease or any extension
thereof. Taxes assessed covering a fractional year at the termination of this Lease shall
be pro -rated between the parties.
5.3 Contest. Although no taxes are expected, Tenant shall have the right to
contest or review by legal proceedings all or any part of any tax or assessment which
Tenant is required to pay under this Article V; provided that, not less than ten (10) days
prior to the date upon which any such tax or assessment or a part thereof shall have
become delinquent, Tenant shall give written notice to Landlord of its intention so to do,
and further provided that such contest or review shall not adversely affect Landlord's
interest in the Premises nor subject such interest to forfeiture. Tenant shall indemnify
and hold Landlord harmless from and against any and all costs, expenses, claims, losses
or damages including reasonable attorney's fees resulting therefrom and shall, upon
request of Landlord, post such security in such amount and in such types as may be
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satisfactory to Landlord to protect fully the Landlord in the event any such legal
proceedings or contests are determined adversely to Tenant.
ARTICLE VI.
Insurance and Destruction
6.1 Insurance. Landlord shall, at all times during the term of this Lease, keep
the free-standing building — shell only, known as the Improvements insured for the
mutual benefit of Landlord and Tenant against loss or damage by fire, and such other
risks as may be included in the standard form of "all risks of physical loss" insurance
from time to time available, in amounts sufficient to prevent Landlord or Tenant from
becoming a co-insurer within the terms of the applicable policies, and in any event, in an
amount not less than one hundred percent (100%) of the then full replacement value of
the Improvements, calculated yearly. During the period of any construction or
reconstruction of the Improvements, insurance of the character described in the
subsection shall be effected by Tenant or Tenant's contractor under a builder's risk policy
with an all risk endorsement. All such insurance shall be issued in the names of Tenant
and Landlord as their respective interests may appear.
6.2 Disposition of Proceeds. Casualty losses covered by the insurance
provided for in this Lease shall be adjusted with the carriers by and at the cost of Tenant.
Losses shall be payable to Tenant for use in the restoration of the Improvements in
accordance with Section 6.5 below.
6.3 Liability Insurance. Tenant agrees throughout the term of this Lease it will
maintain (i) contents insurance, including all interior finish; (ii) public liability insurance
in an amount of not less than $150,000 per person and $600,000 per occurrence,
protecting Tenant and Landlord against claims of any and all persons and entities for
personal injury, death or property damage occurring upon, in or about the Premises or
Improvements; and (iii) appropriate workers' compensation insurance. Such liability
insurance shall be adjusted to comply with any changed limits in the Colorado
Governmental Immunity Act, Title 24, Article 10, Colorado Revised Statutes.
6.4 Rating — Certification — Additional Insured. All policies for such insurance
as is provided for in this Article VI shall be obtained by Landlord or Tenant from
responsible carrier or carriers authorized to do business in the State of Colorado, with a
Best's rating of not less than A or public entity insurance pool authorized to do business
in the State of Colorado. Policies or certificates evidencing such insurance coverage shall
be delivered by Tenant to Landlord or by Landlord to Tenant upon the execution of this
Lease, and certificates evidencing renewal of such insurance shall be delivered to
Landlord or Tenant at least ten (10) days prior to the expiration of any policy of such
insurance. Any such policies shall contain an agreement by the insurers not to cancel or
reduce such policies or alter their respective coverages except upon at least thirty (30)
days' prior written notice to Landlord or Tenant. Landlord or Tenant shall be named as
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an additional insured as its interests may appear in all such policies and receive
satisfactory certificates of such insurance.
6.5 Destruction. If the Improvements or any part thereof shall be damaged or
destroyed by fire or any other casualty whatsoever, Landlord shall restore the
Improvements (free-standing building — shell only) or such part thereof as is damaged or
shall cause the same to be restored. Such reconstruction shall be paid for by Landlord
who may use funds received from the insurance of the Premises. Tenant shall be
responsible for restoring or repairing any damage to the interior finish of the
Improvements and to complete such reconstruction and repairs with diligence. If any of
the insurance monies paid by the insurance companies shall remain after the completion
of such restoration, the excess shall be retained by or paid to Landlord.
6.6 Cooperation. Landlord and Tenant each agree it will cooperate with the
other, to such extent such other Party may reasonably require, in connection with the
prosecution or defense of any action or proceeding for the collection of any insurance
monies that may be due in the event of any loss or damage, and it will execute and
deliver to such other Party such instruments as may be required to facilitate the recovery
of any insurance monies. However, the costs and expenses incurred on behalf of and at
the request of Tenant, including reasonable attorneys' fees incurred by Landlord, of all
such actions and proceedings shall be paid by Tenant.
6.7 Policy or Certificate. Each Party shall make available, at the other's
request, copies of all policies or certificates of the insurance companies or public entity
insurance pool providing said policies which are relevant to the provisions of this Lease.
6.8 Rent Abatement. This Lease shall not terminate and the rent shall not abate
in the event of partial or total damage or destruction of the Improvements by fire or other
cause.
ARTICLE VII.
Eminent Domain
7.1 Premises and Improvements. If the whole of the Premises and
Improvements shall at any time during the term of this Lease be taken by any public
authority for any public use, or if a portion of the Premises and Improvements shall at
any time during the term of this Lease be taken by any public authority for any public use
rendering the remainder of the Premises and Improvements unusable, the entire damages
which may be awarded for such taking shall be apportioned between Landlord and
Tenant as follows:
(a) Landlord shall always be entitled to 100% of the amount of the
award relating to the Premises.
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(b) Landlord and Tenant shall share in the amount of the award relating
to the Improvements depending upon the amounts paid for the Improvements by
each Party.
7.2 Termination of Lease. If the whole or any part of the Premises or
Improvement shall be condemned by eminent domain for any public or quasi -public use
or purpose, the term of this Lease shall cease and terminate from the date of title vesting
in such proceeding.
ARTICLE VIII.
Maintenance and Covenant Against
Waste and Right of Inspection
Tenant shall, throughout the term of this Lease, take good care or cause good care
to be taken of the Premises and Improvements and shall promptly make or cause to be
made, at the Landlord's reasonable expense, all repairs, interior or exterior, structural or
non-structural, ordinary as well as extraordinary, foreseen as well as unforeseen,
necessary to keep the Improvements and Premises in good and lawful order and
condition. Landlord reserves the right to inspect the Premises and the Improvements
thereon at reasonable times during the term of this Lease. When used in this paragraph,
the term "repairs" shall include reasonable replacements, restoration or renewals when
necessary. Landlord shall not be required to make any expenditure for the maintenance
or repair of the Premises or Improvements which are not budgeted by Landlord.
ARTICLE IX.
Use and Compliance with Laws
9.1 Use. Tenant agrees that the Premises and the Improvements will, during
the term of this Lease, be used only for a Mountain Rescue Facility. Tenant shall have
exclusive management over the Premises and the Improvements subject to the terms and
conditions of this Lease and subject to Landlord's right to use contained in Article XII
hereof.
9.2 Compliance. Tenant shall, throughout the term of this Lease, promptly
comply or cause compliance with all laws and ordinances and the orders, rules,
regulations and requirements of duly constituted public authorities, existing or hereafter
created, foreseen or unforeseen, ordinary as well as extraordinary, and whether the same
shall presently be within the contemplation of the parties hereto or shall involve any
change of governmental policy or require structural or extraordinary repairs, alternations
or additions and irrespective of the costs thereof, which may be applicable to the
Premises or the Improvements, and the repair and alteration thereof including, without
limitation, the fixtures and equipment therein and the parking, sidewalks and curbs, if
any, adjoining the Improvements or the use or manner of use of the Premises or the
Improvements and the repair and alteration thereof including, without limitation, the
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fixtures and equipment therein and the parking, sidewalks and curbs, if any, adjoining the
Improvements or the use or manner of use of the Premises or the Improvements.
9.3 Contest. Provided such will not subject the Premises to a foreclosable lien,
Tenant shall have the right to contest, by appropriate legal proceedings, without cost or
expense to Landlord, the validity of any law, ordinance, order, rule, regulation or
requirement of a nature herein referred to and to postpone compliance with the same,
provided such contest shall be promptly and diligently prosecuted by and at the expense
of Tenant, that Landlord shall not thereby suffer any civil, or be subject to any criminal,
penalties or sanctions, and that Tenant shall properly protect and save harmless Landlord
against any liability and claims for any such non-compliance or postponement or
compliance. Landlord shall have the right, but shall be under no obligation, to contest by
appropriate legal proceedings, any such law, ordinance, rule, regulation or requirement.
ARTICLE X.
Permits and Licenses
Tenant shall procure or cause to be procured any and all necessary permits,
licenses or other authorizations required by the lawful and proper use, occupation,
operation and management of the Premises and Improvements.
ARTICLE XI.
Utilities
11.1 Utilities. Landlord shall, subject to annual appropriation, furnish all utility
services to the Premises or the Improvements, including, but not limited to, heat, sewer,
water and power. This provision specifically allows Landlord to cease paying all or part
of utility costs upon the failure to appropriate in the annual budget sufficient funds for
that purpose.
11.2 Easements. Tenant shall have the right to enter into agreements with utility
companies creating easements in favor of such companies as are required in order to
effectuate the same, all at Tenant's cost and expense.
ARTICLE XII.
Reservations to Landlord
Landlord reserves the right to access and use the Premises and Improvements
occasionally, provided such use does not unduly interfere with Tenant's use, and upon
prior request by Landlord to Tenant. Such access and use shall not be withheld
unreasonably. Landlord retains the right to abandon or realign lot lines, or resubdivide
the Premises, so long as it does not affect the use by Tenant.
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ARTICLE XIII.
Assignment, Subletting,
Conveyancing and Encumbering
Tenant shall not change the use of the Premises and shall not sublease, assign,
convey or encumber, in whole or in part, any portion of the Lease, the Premises or the
Improvements, or any part thereof, to any other person or entity, excepting, however, a
successor entity performing the same functions as the Tenant, without the prior written
consent of Landlord, which consent may be withheld by Landlord at Landlord's sole
determination.
ARTICLE XIV.
Defaults
The occurrence of any of the following events shall constitute a default by the
Tenant under this Lease:
14.1 Failure to Comply with the Terms and Conditions. Tenant shall violate or
fail to comply with any provision, term or condition of this Lease.
14.2 Injunction. Any third person shall obtain an order or decree in any court of
competent jurisdiction permanently enjoining or prohibiting Tenant or Landlord from
performing this Lease Agreement.
14.3 Change of Use, Sublease, Assignment, Conveyance, Encumbrance.
Violation of the provisions of Article XIII of this Lease.
14.4 Remedies and Notice. Upon the happening of any event of default,
Landlord will, then or at any time thereafter, and while such event of default or defaults
shall continue, give Tenant written notice of Landlord's intention to terminate this Lease.
Tenant will receive notice and thirty (30) days within which to cure defaults. On the date
specified in such notice, unless the event of default is curable and is cured, Tenant's right
to possession of the Premises shall cease and Tenant shall peaceably and quietly yield to
and surrender to Landlord the Premises, and this Lease shall thereupon be terminated and
all of the right, title and interest of the Tenant in the Premises shall wholly cease and
expire in the same manner and with the same force and effect as if the date of expiration
of such giving of notice or thirty (30) day period, as the case may be, were the date
originally specified for the expiration of this Lease. Tenant shall then quit and surrender
the Premises to Landlord, but the Tenant shall remain liable as provided in this Lease.
However, Tenant shall have the right to cure any event of default which is curable and
reinstate this Lease by action commenced within such thirty (30) day period and
diligently pursued thereafter.
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14.5 Repossession. Upon any termination of this Lease, or as otherwise
permitted by law, or if an event of default shall continue beyond the expiration of any
grace period, Landlord may exercise its rights under Article IV herein.
ARTICLE XV.
Surrender
On the last day of the Term hereof, whether the primary Term or any extended
Term, or upon any earlier termination of this Lease pursuant to Article XIV, or otherwise,
or upon any re-entry by Landlord upon the Premises pursuant to Article XIV, Tenant
shall surrender the Premises into the possession and use of Landlord without delay and,
subject to the provisions of Articles VI and VII, and subject to Landlord's exercise of its
rights under Article IV herein.
ARTICLE XVI.
Landlord's Right to Perform Tenant's Covenants
16.1 Payments. If Tenant shall at any time fail to pay any imposition or other
charge in accordance with the provisions of Article V, within the time therein permitted,
or to pay for or maintain any of the insurance policies provided for in Article VI, within
the time therein permitted, or to make any other payment or perform any other act on its
part to be made or performed within the time permitted by this Lease, then Landlord,
after thirty (30) days notice to Tenant (or, in case of any emergency, on such notice, or
without notice, as may be reasonable under the circumstances) and without waiving or
releasing Tenant from any obligation of Tenant hereunder, may (but shall not be required
to):
(a) Pay such imposition or other charge payable by Tenant pursuant to
the provisions of Article V;
(b) Pay for and maintain such insurance policies provided for in Article
VI; or
(c) Make such other payment or perform such other act on Tenant's part
to be made or performed as provided in this Lease, and may enter upon the
Premises for such purpose and take all such action thereon as may be necessary
therefor. Tenant shall immediately reimburse Landlord for any such payment.
ARTICLE XVII.
Notices
17.1 Notice. Every notice and other communication required under the terms of
this Lease or which one Party shall elect to give the other, shall be in writing and shall be
deemed properly given if sent by certified mail, postage duly prepaid, or by overnight
mail, addressed to the Party to be given such notice or other communication and, when so
100240286.DOC / 51 9
addressed, shall be deemed to have been properly served, valid and sufficient for all
purposes hereof, seventy-two (72) hours after being deposited in a United States Post
Office.
17.2 Addresses. All notices and other communications to the parties shall be
mailed to their respective addresses as indicated hereinafter. The parties hereto reserve
and shall have the right to change from time to time their said respective addresses for the
purposes hereto. Every such change of address shall be by notice in writing given in the
manner herein provided.
Landlord: Eagle County Health Service District
P. O. Box 990
Edwards, CO 81632-0990
with a copy to:
James P. Collins, Esq.
Collins Cockrel & Cole, P.C.
390 Union Blvd., Suite 400
Denver, CO 80228
Tenant: County of Eagle, State of Colorado
c/o Sheriff's Department
Eagle County Justice Center
0885 Chambers Avenue
Eagle, CO 81631
.S4
Board of County Commissioners
c/o Eagle County Attorney
P. O. Box 850
Eagle, CO 81631
ARTICLE XVIII.
Indemnifications
Each Parry will indemnify and save harmless the other Party to the extent provided
by law and except for uses reserved in Article XII, against and from all liabilities,
obligations, damages, penalties, claims, costs, charges and expenses, including
reasonable architect and attorneys' fees, which may be imposed upon or incurred by or
asserted against either Parry by reason of any of the following occurring during the Term
of this Lease:
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(a) Any work or thing done in, on or about the Premises or any part
thereof,
(b) Any use, non-use, possession, occupation, condition, operation,
maintenance or management of the Premises, the Improvements or any public
road, street, alley, parking or sidewalk, or other space adjacent thereto;
(c) Any negligence on the part of Landlord or Tenant or any of its
agents, servants, or employees;
(d) Any accident, injury or damage to any person or property occurring
in, on or about the Premises, the Improvements or any part thereof or any public
road, street, alley or sidewalk or other space adjacent thereto;
(e) Any failure by either Party to perform or comply with any of the
covenants, agreements, terms or conditions contained in this Lease on its part to be
performed or complied with; or
(f) Any tax attributable to the execution, delivery or recording of this
Lease or any modification hereof. In case any action or proceeding is brought
against Landlord, or its assignee by reason of any such claim, Tenant, upon written
notice from Landlord or such designee, will, at Tenant's expense, resist or defend
such action or proceeding by counsel approved by Landlord or such assignee in
writing, such approval not to be unreasonably withheld or delayed.
ARTICLE XIX.
Successors and Assigns
This Lease shall inure to the benefit of and be binding upon the successors and
assigns of Landlord and the permitted successors and assigns of Tenant.
ARTICLE XX.
Waiver
The waiver by either Party of any breach by the other of any term, covenant or
condition contained in this Lease shall not be deemed to be a waiver of any subsequent
breach of the same or other term, covenant or condition.
ARTICLE XXI.
Short Form Lease
The parties mutually agree that at the time of the execution of this Lease each will,
upon request of the other, execute and acknowledge a short form Lease or Memorandum
of Lease which may be recorded.
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ARTICLE XXII.
Entire Agreement
This Agreement contains the entire agreement between Landlord and Tenant with
respect to the subject matter hereof and supersedes and cancels any prior understandings
and agreements between Landlord and Tenant with respect to the subject matter of this
Lease.
ARTICLE XXIII.
Governing Law
This Lease shall be governed and interpreted by the laws of Colorado in all
respects, and shall be enforced in the State of Colorado.
ARTICLE XXIV.
Paragraph Headings
The paragraph headings in this Lease are inserted for convenience and are not
intended to indicate completely or accurately the contents of the paragraphs they
introduce, and shall have no bearing on the construction of the paragraphs they introduce.
ARTICLE XXV.
Invalidity
If any term or provision of this Lease or the application thereof to any person or
circumstance shall to any extent be invalid or unenforceable, the remainder of this Lease,
or the application of such term or provision to persons or circumstances other than those
as to which it is invalid or unenforceable, shall not be affected thereby, and each Term of
this Lease shall be valid and be enforced to the fullest extent permitted by law.
IN WITNESS WHEREOF, the parties hereto have executed the foregoing Lease
as of the day and year first above written.
[ Signature Page Follows
100240286.DOC / 5) 12
Landlord:
STATE OF COLORADO )
ss.
COUNTY OF EAGLE )
The foregoing Lease was acknowledged before me this day of b(i{� , 2011,
by Fred Morrison, as District Manager of the Eagle County Health Service District, Landlord.
Witness my hand and official seal.
My coViumission expires:
01 P9- 1901 �!)
Tenant:
BOARD OF COUNTY COMMISSIONERS,
County of Eagle, acting on behalf of the
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Title:
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KELLI� q
NOTARY PUBLIC
STATE OF COLORADO
MY COMMISSION EXPIRES o9/22/2013
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{00240286.DOC / 51 13
EXHIBIT A TO LEASE
Dated as of N* , 2011, between Eagle County Health Service District
and the Office of the Eagle County Sheriff.
A portion of Parcel 1 and Parcel 2, Edwards Village Center, Eagle County,
Colorado, known by street number as 1055/1065 Edwards Village Blvd., Edwards, CO
81632.
100240286.DOC l 51
