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HomeMy WebLinkAboutC17-262 Eagle River Water and Sanitation DistrictLEASE AGREEMENT 3vt-y This Lease Agreement (the "Lease") is executed this i f� day of 3ffie, 2017, by EAGLE RIVER WATER AND SANITATION DISTRICT, a quasi -municipal corporation and political subdivision of the State of Colorado ("Landlord"), whose mailing address is 846 Forest Road, Vail, CO 81657, and EAGLE COUNTY, a body corporate and politic ("Tenant"), whose address 500 Broadway, P.O. Box 850, Eagle, Colorado 81631. Landlord and Tenant may be referred to individually as a "Party" and collectively as the "Parties." RECITALS A. WHEREAS, Landlord is the owner of certain real property located in the Eagle County, Colorado, as more specifically set forth in Exhibit A attached hereto and incorporated herein by this reference (the "Property"), and B. WHEREAS, Tenant desires to construct, maintain and operate a public parking facility and related improvements for bus service and river access on and across the Property (the "Improvements"). C. WHEREAS, Landlord wishes to lease the Property to Tenant, and Tenant wishes to lease the Property from Landlord. NOW THEREFORE, IN CONSIDERATION of the above recitals, the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the Parties agree as follows: AGREEMENT 1. Lease of Property. For the Term (as defined below in Section 2), Landlord hereby leases to Tenant the Property for the Permitted Uses (as defined below in Section 4) and for no other use or purpose. 2. Lease Term. (a) Term. This Lease shall commence on July 1, 2017 and expire on December 31, 2018 (the "Initial Term"). The Lease shall automatically renew of additional one (1) year terms (the "Renewal Term(s)"). If Tenant chooses not to renew the Lease, it will provide Landlord with at least thirty (30) days' written notice of its intent not to renew the Lease. The terms, conditions, and agreements of this Lease shall continue during the Renewal Terms or as otherwise agreed to by the Parties in writing. The Initial Term, together with any and all Renewal Terms, are collectively referred to herein as the "Term". 100567664.DOCX13 } C17-262 (b) Termination. Landlord may, for any reason or no reason, terminate this Lease upon providing written notice one (1) year in advance of the termination date to Tenant. 3. Rent. Tenant shall, upon execution of this Lease, pay to Landlord as rent for the Property for the Initial Term the amount of One Dollar ($1.00). The rent for each subsequent Renewal Term shall be payable on July I annually in the amount of One Dollar ($1.00). Failure to pay shall not be cause for default unless 90 days' Notice is given by Landlord. 4. Use of Property. (a) Permitted Uses. Tenant agrees that it shall only use the Property for the construction, improvement, maintenance, operation, use and replacement of the Improvements and to have and to hold the same, together with all the appurtenances and privileges belonging or in any way pertaining to the proper use and benefit of Tenant, its successors and assigns, and for no other purposes. In addition, the Parties mutually covenant and agree as follows: (i) This Lease shall extend to and be for the use and benefit of Tenant and, as authorized by Tenant, its officials, employees, contractors, permittees, agents, representatives and the public. All use of the Property shall be subject to regulation by Tenant. (ii) Tenant may establish rules for use of the Property as a public park -and ride facility in its sole discretion. (iii) Tenant may improve the Property for use as a public park- and-ride facility in any nature deemed reasonably necessary and beneficial to Tenant in its sole discretion, subject to prior approval from Landlord of the design of the Improvements, including, but not limited to approval of any storm water impacts. Such Improvements may include without limitation grading, paving, bank stabilizing, installation of culverts and other drainage structures, lighting, landscaping, fencing, benches, planters, sculptures, boulders, landscaping, trees, bollards, rest areas, and amenities for Americans with Disabilities Act compliance. (iv) Tenant may install signs within the Property identifying the park-and-ride facility, its location, use, rules, and otherwise relating to the use and protection of the Property as is deemed appropriate in Tenant's sole discretion (collectively, the "Permitted Uses"). 100567664.DOCX. 3 } 2 (b) Unlawful Use. Tenant shall not conduct or permit any activity contrary to the laws of the United States or any applicable State or local law. 5. Improvements. Tenant shall be responsible for the construction, improvement, maintenance, operation, use and replacement of the Improvements and all costs associated therewith and agrees to keep the Improvements in good working order. The Improvements shall be public improvements and shall remain open and accessible to the general public. Upon termination of this Lease, Tenant shall remove all Improvements from the Property, at Tenant's expense, and the Property shall be returned as nearly as possible to its original condition, unless Landlord request that all or specific Improvements be retained on the Property. Such request must be in writing and either made as part of Landlord's notice of termination or within ten (10) days of Landlord's receipt of Tenant's written notice of its intent not to renew the Lease. If the Improvements are not removed within sixty (60) days of termination of this Lease, Landlord can, at its option, elect to have the remainder of the Improvements removed from the Property at Tenant's cost. Should Landlord elect not to have the damaged Improvements removed within said sixty (60) day period, then such Improvements shall be deemed abandoned and shall become the property of Landlord. 6. Insurance, Indemnification, and Damage. (a) Insurance. Tenant shall, at its expense, carry comprehensive liability insurance on the use Property during Tenant's occupancy thereof in the amount of the maximum exposure of Tenant under the Colorado Governmental Immunity Act, § 24-10-101 et seq., C.R.S., as from time to time amended (the "CGIA"). Tenant agrees to provide Landlord with a written notice evidencing such insurance coverage upon request of Landlord. (b) Indemnification. Tenant hereby agrees, to the extent permitted by law, to indemnify and hold harmless Landlord from any and all liability, costs, damages, or expenses arising directly or indirectly from Tenant's, and its officials', employees' and agents', occupancy and use of the Property, except if caused by the negligence or willful misconduct of Landlord, and its officials, employees or agents. Landlord understands and acknowledges that it has been advised that Colorado law does not currently enforce indemnity clauses entered into by Colorado local governments in contracts. Tenant is a Colorado local government and is not providing any assurance or warranty that the indemnification provided herein would be enforced in any Colorado court or in any proceeding under Colorado law. 100567664.DOCX r 3 1 3 (c) Damage. If the Improvements are subsequently destroyed by fire, flood, or an act of God, or other casualty or act of strangers, this Lease may be terminated at the option of Tenant, with thirty (30) days' notice. Insurance upon the Improvements shall be at the option of Tenant and any proceeds of insurance arising from partial or complete destruction of the Improvements or otherwise, shall be the sole property of Tenant. Should Tenant elect to terminate this Lease due to such damage, Tenant shall remove the remains of the Improvements from the Property, at Tenant's expense, and the Property shall be returned as nearly as possible to its original condition, unless Landlord request that all or specific Improvements be retained on the Property. Such request must be in writing and made within ten (10) days of Landlord's receipt of Tenant's notice of its intent to terminate the Lease. If the Improvements are not removed within sixty (60) days of termination of this Lease, Landlord can, at its option, elect to have the remainder of the Improvements removed from the Property at Tenant's cost. Should Landlord elect not to have the damaged Improvements removed within said sixty (60) day period, then such Improvements shall be deemed abandoned and shall become the property of Landlord. 7. Breach of Agreements and Covenants. If any of the covenants or agreements in this Lease are violated, Landlord can terminate the Lease and re-enter the Property with or without process of law and without demand for rent or notice of election. Landlord may then expel any person or persons occupying the Property and physically remove them using such force as necessary without being liable for any prosecution of damages therefrom. Landlord may also use provisions of the forcible entry and detainer laws of the State of Colorado to enforce its legal rights to possession without waiving any other rights. 8. Maintenance, Expenses, Taxes, and Utilities. Tenant agrees to pay an appropriate share of all expenses of any nature whatsoever during the Term of this Lease, including but not limited to the following: all applicable special assessments, electricity, plumbing, gas, water and all other utility expenses necessary to keep the Property in an operating state. Tenant and Landlord are each tax exempt. 9. Attorney's Fees. If either Party, its successors or assigns, shall institute any legal action against the other in connection with any controversy arising out of this Lease, the prevailing Party, whether in court, through arbitration or by way of out-of-court settlement, shall be entitled to recovery from the non -prevailing Party its reasonable attorneys' fees, court 00567664.DOCX13 ) Q costs, expert fees, arbitrator fees and other expenses relating to such controversy, including such fees, costs, and expenses on appeal, if any. 10. Severability. If any term or provision of this Lease or the application thereof to any person or circumstance shall be held invalid or unenforceable by a court of competent jurisdiction, the remainder of this Lease shall not be affected thereby, and each term and provision of this Lease shall be valid and enforceable to the fullest extent permitted by law. 11. No Waiver. Failure of a Party to invoke its rights hereunder on one or more occasions shall not be construed as a waiver of the right to enforce such rights as to future breaches or infractions. 12. Amendment or Modification. No amendment or modification of this Lease shall be valid or binding unless expressed in writing executed by the Parties. 13. Governmental Immunity. Nothing contained in this Lease shall be construed to waive or modify the full extent of either Parties' immunities, defenses, limitations and other protections provided under the CGIA or by any other law. 14. Notices. All notices which are required or which may be given under this Lease shall be effective when personally delivered or mailed via registered or certified mail, postage prepaid, and sent to the address first set forth above. 15. Counterparts, Electronic Signatures and Electronic Records. This Lease may be executed in two counterparts, each of which shall be an original, but all of which, together, shall constitute one and the same instrument. The Parties consent to the use of electronic signatures and agree that the transaction may be conducted electronically pursuant to the Uniform Electronic Transactions Act, § 24-71.3-101, et seq., C.R.S. The Lease and any other documents requiring a signature may be signed electronically by either Party. The Parties agree not to deny the legal effect or enforceability of the Lease, solely because it is in electronic form or because an electronic record was used in its formation. The Parties agree not to object to the admissibility of the Lease in the form of an electronic record, a paper copy of an electronic document, or a paper copy of a document bearing an electronic signature on the grounds that it is an electronic record or an electronic signature or that it is not in its original form or is not an original. 100567664.DOCX 13 f 5 16. Binding Effect. This writing constitutes the entire agreement between the Parties and shall be binding upon the Parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of the Parties. 17. Governing Law. This Agreement shall be governed by the laws of the State of Colorado. [Signature Pages Follow] 100567664.DOCX - 3 i 6 EXECUTED as of the date first written above. LANDLORD: EAGLE RIVER WATER & SANITATION DISTRICT By: h� t4Chairman STATE OF COLORADO ) ss. COUNTY OF /� _ ) Subscribed and sworn to before me this Nd day of 2017 by kWs Chairman of Eagle River Water & Sanitation District, the Landlord. Witness my hand and official seal. My commission expires: ;nr� < < 7-0 21 Notary Public dad CATHERINE LUNDY HAYES NOTARY PUBLIC STATE OF COLORADO NOTARY ID 20134006102 MY COMMISSION EXPIRES FEBRUARY 1, 2021 (00567664.DOCX 2 1 STATE OF COLORADO COUNT�OF Subscribed as TENANT: EAGLE COUNTY By: Name: J:j L- L,AN Title: C P't '2 ss. to before me this day of , 2017 by of Eagle County, the Tenant. Witness my hand and offibi4j seal. My commission expires: ;W.A ar` M � D \ IntLA L'L G.-rV'tL- T U "7 ,00567664.DOCX: 2 } g Public EXHIBIT A Property Tract E, Vail Christian lligh School PUD Final Plat, according to the plat thereof recorded in the real property records of Eagle County, Colorado on May 10, 2005, under reception number 915252. Approximately 0.794 acres. 00567664.DOCX 2 1 9