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HomeMy WebLinkAboutC13-368 Resource Center of Eagle County Lease AgreementLEASE AGREEMENT BETWEEN EAGLE COUNTY and THE RESOURCE CENTER OF EAGLE COUNTY, INC. iql This Agreement is made and entered into this..,4-1 day of December, 2013, between Eagle County, by and through its Board of County Commissioners (hereinafter referred to as "Landlord") and the Resource Center of Eagle County, Inc., a Colorado not-for- profit corporation (hereinafter referred to as " Tenant" or "Resource Center"). WITNESSETH: WHEREAS, Landlord and Tenant have had various past leases for property designated for use as a temporary women's shelter. WHEREAS, Landlord and Tenant wish to rescind all past leases and agreements and replace the same with this Lease Agreement. WHEREAS, this Lease Agreement is being executed to allow the continued operation of the women's shelter as a public use while ensuring that the use does not interfere with current or future airport uses. WHEREAS, the parcel subject to this Lease Agreement is not currently needed for airport operations, and the Lease Agreement is intended to enhance public acceptance of the Eagle County Regional Airport. WHEREAS, the parcel subject to this Lease Agreement is not reasonably expected to produce more than de minimis revenue for the Eagle County Regional Airport (hereinafter "Airport") at the time this lease is executed by the Parties. NOW, THEREFORE, in consideration of the terms and covenants stated herein, including the rental amount, the sufficiency of which is hereby acknowledged, Landlord and Tenant agree as follows: ARTICLE I Leased Premises Landlord hereby leases to Tenant, and Tenant hereby rents from the Landlord, the "Leased Premises," described on the highlighted portion of the map provided as Exhibit A. ARTICLE II Term The term of this Lease Agreement is for one (1) year and shall automatically renew for four (4) additional one (1) year terms unless either party notifies the other party that it will not be renewing within ninety (90) days of the expiration of the then -existing term. At the end of five (5) years, the parties will convene to discuss further lease extensions, taking into consideration the future needs of the Resource Center and the aeronautical needs of the Eagle County Regional Airport ("Airport"). ARTICLE III Rent Tenant agrees to pay Landlord a fixed amount of one (1) dollar as the full rental amount for the maximum five-year term of this Agreement. By executing below, Landlord acknowledges receipt of this rental sum. ARTICLE IV Building Improvements and Insurance 1. Tenant shall, at its own cost, make improvements to and maintain the building located on the Leased Premises as a women's shelter for temporary use by victims of violence and their children and dependents. Tenant shall be solely responsible for all security associated with its operation as a shelter. Tenant 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. 2. The Tenant shall keep the Leased Premises in good condition and repair. In the event the Leased Premises are not maintained, Landlord may perform any work and make all repairs as it deems necessary and shall submit a statement for such work and repairs to the Tenant for payment. It is agreed that Tenant shall not be responsible for building and structures beyond the Leased Premises. 3. The Landlord shall be responsible for the major failure or replacement of mechanical, plumbing, electrical and heating in the Leased Premises and for the structural safety of the Leased Premises and structural integrity of exterior walls and roofs of the Premises. The Tenant shall be responsible for all other interior and exterior maintenance including paint and day-to-day maintenance. Tenant shall also be responsible for cost of trash or refuse removal, snow removal and maintenance of the grounds and landscaping. 4. Tenant agrees, at Tenant's own expense, to maintain in full force during the Lease Term comprehensive general liability and property insurance for the benefit of its members and the Landlord, which will cover Tenant and Landlord against liability for injury to persons and/or property, and death of any person or persons occurring in or about the Leased Premises. Each policy shall be approved as to form by Landlord. The liability under such insurance shall not be less than $1,000,000 for any one person injured or killed, and not less than $500,000 for any one accident, and not less than $100,000 property damage. The policies shall name as insured parties Tenant and Landlord and any persons, firms or corporations designated by Landlord. A copy of the policy or a certificate of insurance shall be delivered to Landlord. 2 ARTICLE V Indemnification Tenant acknowledges that it uses the Leased Premises at its own sole risk. Tenant hereby releases Landlord from liability for any costs, losses or damages of any nature whatsoever which Tenant may suffer as a result of its use of the Leased Premises, except for the willful misconduct of Landlord. Additionally, Tenant will indemnify Landlord and save Landlord harmless from and against any and all liability for any costs, losses or damages of any nature whatsoever suffered or alleged to be suffered by any third party (including Tenant's members, directors, officers, employees and agents) as a result of Tenant's use of the Leased Premises. In case Landlord shall be made a party to any litigation commenced by or against Tenant, then Tenant shall fully protect and hold Landlord harmless and pay all costs, expenses, and reasonable attorney's fees, incurred or paid by Landlord in connection with such litigation, to the extent allowed by law. ARTICLE VI Utilities 1. Tenant shall pay for gas, electric, water, sewer, and trash disposal utilities. Tenant shall pay for all utility services not specified as part of this Lease Agreement, e.g., telephone, cable, etc. for the Leased Premises. 2. With regard to all utilities, it is mutually agreed that Landlord shall not be liable in damages or otherwise for any interruption or failure thereof. 3. Tenant agrees that it will not install any equipment which will exceed or overload the capacity of any utilities' facilities or in any way increase the amount of utilities usually furnished or supplied for use of the Leased Premises as a women's shelter. If any equipment installed by Tenant shall require additional utility facilities, the same shall be installed and maintained at Tenant's expenses in accordance with the plans and specifications which have been received and approved in writing by Landlord. ARTICLE VII Prohibited Uses 1. Tenant will not use, occupy, or permit the Leased Premises or any part thereof to be used or occupied for any unlawful or illegal business, use or purposes deemed by Landlord to be disreputable or hazardous; in any such manner as to constitute a nuisance of any kind; or in any manner that is in violation of any present or future laws, rules, requirements, orders, directions, ordinances, or regulations of the United States of America, State of Colorado, County of Eagle or other municipal, governmental, or lawful authority whatsoever having jurisdiction. 2. Tenant shall not do or permit anything to be done in or about the Leased Premises, and shall not 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. Tenant shall, at Tenant'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. 3. Tenant shall not operate any other types of businesses or permit any uses other than the business and use identified herein. 4. No hazardous substances or materials are allowed on the Leased Premises. Hazardous substances or materials are those which are identified by the State of Colorado or Federal law or regulation as any substance with hazardous material classification greater than one (1) for health, fire, or reactivity and/or specific hazard designation. 5. Tenant shall keep all of the leased premises free and clear of any and all mechanics', materialman's 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 Tenant, any alteration, improvements, or repairs or additions which Tenant may make or permit or cause to be made, or any work or construction by, for or permitted by Tenant on or about the Leased Premises or any obligations or any kind incurred by Tenant. ARTICLE VIII Repairs, Alterations and Improvements 1. Tenant 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 Tenant's expense after obtaining Landlord's written consent. 3. Unless otherwise agreed to by Landlord, all alterations, improvements, partition, flooring, carpeting or fixtures, including but not limited to light fixtures, electrical fixtures, and plumbing fixtures, and other changes to the Leased Premises which may be made or installed by either of the parties hereto and which in any manner are attached to the floors, walls, windows, or ceilings are to become, at the option of Landlord, the property of Landlord upon the termination of this Agreement. If Landlord exercises this option when termination occurs, all such alterations, improvements, partitions, flooring, carpeting and fixtures shall remain upon and be surrendered with the Leased Premises without reimbursement by Landlord to Tenant for the cost of any such alterations, improvements or changes. If Landlord elects that any of the alterations, improvements or changes be removed by Tenant upon termination of this Agreement, Tenant shall remove the same prior to the termination hereof and shall repair any damages caused by such removal. 4. At the expiration of the Lease Term, Tenant shall remove all of its movable trade fixtures and personal property which shall not be the property of Landlord under the C! foregoing provisions of this Article VIII. Tenant's obligations to perform the covenants contained in this Article VIII shall survive the expiration or other termination of the Lease Agreement. ARTICLE IX Assignment and Subletting Tenant shall not assign this Lease Agreement or any interest herein, or permit the use of the Leased Premises by any person or persons other than Tenant, or sublet the Leased Premises in whole or in part, without Landlord's prior written consent which may be withheld at Landlord's sole discretion. ARTICLE X Access to Premises Landlord and Landlord's authorized representative shall have the right to enter upon the Leased Premises at all 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. Landlord agrees to provide Tenant with reasonable notice whenever Landlord deems necessary to enter upon the Leased Premises and agrees to protect the privacy rights and confidential information concerning temporary occupants of the shelter. ARTICLE XI Default Delinquency by Tenant in the performance of or compliance with any of the obligations of Tenant contained in this Lease Agreement, for a period of ten (10) days after written notice thereof from Landlord, shall constitute a default of this Lease Agreement by Tenant. ARTICLE XII Termination This Agreement may be terminated upon the occurrence of any of the following: a. Default of the Tenant in performance of its obligations hereunder; b. Written notification by either party that this Lease Agreement will terminate for any reason whatsoever, with or without cause, specifying the date of termination. Said termination date shall be no sooner than one hundred twenty (120) days from the date of notification. 2. Upon the conclusion of this Lease Agreement pursuant to this Article XII or pursuant to expiration of the stated term, Tenant shall peacefully surrender the Leased Premises to Landlord, and Landlord upon or at any time after any such expiration, may, 5 without further notice, peaceably reenter the Leased Premises and take control of the same. 3. No such termination of this Agreement shall relieve Tenant's liability and obligation under this Lease Agreement. ARTICLE XIII Waiver One or more waivers of any covenant or condition by Landlord 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 Landlord to or of any act by Tenant requiring Landlord's consent or approval shall not be deemed to waive or render unnecessary Landlord's consent or approval to or of any subsequent similar act by Tenant. No waiver of any provision of this Lease Agreement shall be effective unless it is in writing and signed by Landlord. ARTICLE XIV Hold Over If Tenant should remain in possession of the Leased Premises after the expiration of this Lease Agreement term for whatever reason and without executing a new Agreement, then such holding over shall be construed as a tenancy from month-to-month, subject to all the conditions, provisions and obligations of this Lease Agreement insofar as the same are applicable to a month-to-month tenancy. ARTICLE XV Notices 1. All notices to be given with respect to this Lease Agreement shall be in writing. Each notice shall be sent by registered or certified mail, postage prepaid and return receipt requested, to the party to be notified at the following address or at such other address as either party may from time to time designate in writing: Landlord/Lessor Tenant/Lessee Eagle County The Resource Center of Eagle County, Inc. Attn: County Attorney P.O. Box 2558 P.O. Box 850 Avon, CO 81620 Eagle, CO 81631 2. Every notice shall be deemed to have been given two (2) days after 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. C ARTICLE XVI Attorney's Fees & Waiver of Right to Jury In the event of any litigation or other action or proceeding between the parties hereto arising out of the performance or nonperformance under this Lease Agreement, or enforcement of any rights or remedies hereunder, including any indemnities herein contained, the prevailing party shall be entitled in such litigation, action or proceeding to also recover as part of any judgment, award or other relief, its reasonable attorney's fees and costs incurred. Landlord and Tenant expressly waive any right which either may have to trial by jury of any dispute arising under the Lease Agreement relating to the issues of termination of this Agreement and rights to possession of the Leased Premises. ARTICLE XVII Entire Agreement, Amendments This Lease Agreement 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 Lease Agreement may be amended only by one or more amendments executed in the same manner as this Agreement. ARTICLE XVIII Miscellaneous Provisions 1. If any portion of this Lease Agreement shall be declared invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect. 2. This Lease Agreement and all agreements herein contained shall bind the parties hereto and their heirs, personal representatives, successors and assigns. 3. This Lease Agreement 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 agreement. 4. The signatories below hereby represent and warrant that they have full authority to enter into this Lease Agreement on behalf of the respective parties. 5. The Tenant for itself, its personal representatives, successors in interest, and assigns, as part of the consideration hereof, does hereby covenant and agree that no person on the sole ground of race, color, religion, national origin, gender, age, military status, marital status, or physical or mental disability shall be excluded from participation, denied the benefits of, or otherwise be subjected to discrimination in the use of the Leased Premises. 7 6. No agent, employee or volunteer of the Tenant shall be deemed an agent, employee or volunteer of the Landlord. Likewise, no agent, employee or volunteer of Landlord shall be deemed an agent, employee or volunteer of the Tenant. 7. Tenant shall be solely responsible for all real property, personal property, or possessory interest taxes that may be assessed on the leased premises. ARTICLE XIV Airport Operations 1. Tenant understands that the Leased Premises are on Airport property and that Airport and aircraft operations may cause certain dust, dirt, noise, or vibrations on the Lease Premises. Tenant understands that the Leased Premises are in an area which could be affected by an emergency associated with the Airport. Tenant waives any right to make any claim against Landlord because of Airport or aircraft operations. 2. This Lease Agreement is subordinate to any existing or future agreement between the Landlord and the United States, the execution of which has been or may be required as a condition precedent to the expenditure of federal funds for the planning or development of the Airport. In the event that Landlord, through its County Manager, reasonably determines that this Lease Agreement or any provision contained herein, causes or may cause a violation of any agreement between Landlord and the United States, Landlord shall have the unilateral right to modify or terminate this Lease Agreement to ensure Landlord's compliance with all such agreements with the United States. 3. Landlord reserves the right to further develop or improve the Airport as it sees fit, regardless of the desires or views of Tenant, and without interference or hindrance, except that the Landlord may not arbitrarily violate or unreasonably diminish Tenant's rights as provided elsewhere in this Lease Agreement except on a temporary basis, or diminish Tenant's ability to perform the obligations undertaken by it hereunder. 4. Tenant agrees that it will not make or permit use of the Leased Premises in any manner that would interfere with Airport operations or the operation of aircraft to, from, or at the Airport, including without limitation throwing or propelling any objects onto other portions of the Airport, or creating and causing noise, light, glare, smoke, or any other emissions that might reasonably be expected to jeopardize Airport or aircraft operations. 5. There is hereby reserved to the Landlord, its successors and assigns, for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the surface of the Leased Premises, together with the right to cause in said airspace such noise, fumes, dust and vibration as may be inherent in the operation of aircraft, now known or hereafter used for navigation of flight in the air, using said airspace for landing at, taking off from, or operating on the Airport. 6. Landlord reserves the right to take any action it considers necessary to protect the aerial approaches of the Airport against obstruction, together with the right to prevent Tenant from erecting or permitting to be erected, any building or other structure on the Leased Premises which would limit the usefulness of the Airport, cause an obstruction, or constitute a hazard to air navigation. IN WITNESS WHEREOF, the parties have executed this Lease Agreement on the day and year first above written. LANDLORD: COUNTY of EAGLE, STATE of COLORADO By and Through its Board of County Commissioners BY: Sara J. Fisher, C airman of !s"�.► ATTEST: 1h f CV 0Z 4 BY: a_ Teak Simonton Clerk to the Board of County Commissioners VV TENANT: The Resource Center of Eagle County, Inc. BY: Name and Title: E 10