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HomeMy WebLinkAboutC20-011 Community Health Services1 LEASE AGREEMENT BETWEEN EAGLE COUNTY, COLORADO and COMMUNITY HEALTH SERVICES INCORPORATED This Lease Agreement (the “Agreement”) is effective as of ____________________ between Eagle County, Colorado by and through its Board of County Commissioners (hereinafter referred to as “Landlord” or “County”) and Community Health Services, Inc., a Colorado non-profit corporation (hereinafter referred to as “Tenant”). WITNESSETH: WHEREAS, County owns property commonly known as the Eagle County Community Center located at 0020 Eagle County Drive in El Jebel, Colorado (the “Facility”); and WHEREAS, Eagle County desires to lease certain portions of the Facility for use by a non-profit organization benefiting the citizens of Eagle County to provide oral health services; and 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 1 Leased Premises Landlord hereby leases to Tenant, and Tenant hereby rents from the Landlord, the portion of the Facility described as Room #7, approximately 160 square feet of space located on the second floor of the Facility (the “Leased Premises”). See Exhibit A attached hereto and incorporated herein which depicts the Leased Premises. The Leased Premises shall be furnished by Landlord with two (2) desks, two (2) chairs and one (1) “land line” telephone. Tenant shall be responsible for supplying all other equipment, furnishings and supplies, including but not limited to cell phones, computers and printers. The Leased Premises shall be used as an office for Tenant and its employees and clients. ARTICLE 2 Term The term of this Lease is for one (1) year commencing on the effective date and shall expire on December 31, 2020 unless terminated earlier as specified herein. This Agreement shall be automatically renewed for another period of 12 months until December 31, 2021, unless either party notifies the other party that it does not desire to renew this Lease pursuant to Article 13 of this Lease. DocuSign Envelope ID: 681187EE-FCF9-4BA7-ADA6-7D95B9861D1C 1/7/2020 2 ARTICLE 3 Rent Tenant agrees to pay Landlord a fixed amount of One Dollar ($1.00) per year for the term of this Agreement. By executing below, Landlord acknowledges receipt of this rental sum. ARTICLE 4 Insurance Tenant agrees at Tenant’s own expense to maintain in full force during the Lease term worker’s compensation insurance as required by law, comprehensive commercial general liability and property insurance 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 commercial general liability and property insurance shall not be less than $1,000,000 per occurrence; $1,000,000 for bodily injury and property damage liability; $1,000,000 for personal injury; and $1,000,000 in annual aggregate limits. The policy shall list as additional insureds Eagle County and any other person or entity Landlord shall designate. All policies must contain an endorsement affording an unqualified thirty (30) days’ notice of cancellation to Landlord in the event of cancellation of coverage. Certificates of insurance with the required endorsements evidencing coverage must be delivered to Landlord upon execution of this Agreement. Tenant shall provide Landlord a complete copy of any policy of insurance required hereunder within five (5) business days of a written request from Landlord, and hereby authorizes Tenant’s brokers, without further notice to or authorization by Tenant, to immediately comply with any written request by Landlord for a complete copy of any policy required hereunder. ARTICLE 5 Indemnification Tenant acknowledges that it uses the Leased Premises at its own sole risk. Tenant hereby releases Landlord, Landlord’s agents, contractors and employees from liability for any and all costs, demands, losses, damages of any nature whatsoever, and judgments including attorney’s fees which Tenant may suffer as a result of its use of or operation in the Leased Premises, except for the willful misconduct of Landlord. Additionally, Tenant will indemnify Landlord, Landlord’s agents, contractors and employees and save Landlord, Landlord’s agents, contractors and employees 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, clients, client’s families, directors, officers, employees and agents) as a result of Tenant’s use of or operation in the Leased Premises. In case Landlord, Landlord’s agents, contractors and employees shall be made a party to any litigation commenced by or against Tenant, then Tenant shall fully protect and hold Landlord, Landlord’s agents, contractors and DocuSign Envelope ID: 681187EE-FCF9-4BA7-ADA6-7D95B9861D1C 3 employees harmless and pay all costs, expense, and reasonable attorney’s fees, incurred or paid by Landlord in connection with such litigation, to the extent allowed by law. Additionally, the parties mutually agree that no Commissioner or officer or employee of the Landlord nor any officer, manager, member, agent or employee of the Tenant shall be held personally liable under this Agreement or because of its enforcement or attempted enforcement. The parties agree that nothing contained herein waives or is intended to waive any protections that may be applicable to the County under the Governmental Immunity Act, C.R.S. § 24-10-101 et. seq., 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. This paragraph shall survive expiration or termination hereof. ARTICLE 6 Utilities and Operational Expenses 1. Tenant shall not use the “land line” telephone supplied by Landlord to make any long distance telephone calls. In the event Tenant makes such long distance calls then Tenant shall pay for the same. 2. Landlord shall pay for heat, water, electricity and local telephone calls for the Leased Premises. Tenant shall not install any other utilities to the Leased Premises. 3. 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. 4. Tenant 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. 5. Notwithstanding anything to the contrary, Tenant agrees to promptly pay all taxes, license and permit fees of whatever nature applicable to its operations hereunder and to take out and keep current all licenses required for the conduct of its business at and upon the Leased Premises. Tenant further agrees not to permit any of said taxes, license or permit fees to become delinquent. Tenant further agrees to promptly pay when due all bills, debts and obligations incurred by it in connection with its operations hereunder and not to permit the same to become delinquent and to suffer no lien, mortgage, judgment or execution to be filed against the Leased Premises. DocuSign Envelope ID: 681187EE-FCF9-4BA7-ADA6-7D95B9861D1C 4 ARTICLE 7 Operation and Use of the Leased Premises 1. This Agreement is subject to Tenant’s operation as a non-profit organization providing dental services to the uninsured/underinsured population of Eagle County. The Leased Premises shall be used and operated as an office for Tenant, its staff and client visits and for no other purpose. 2. Tenant agrees that it will keep the Leased Premises in a neat, clean, safe, sanitary and orderly condition at all times. 3. Tenant agrees not to use or permit use of the Leased Premises for any purpose prohibited by the laws of the United States, State of Colorado, Eagle County and any rules or regulations adopted by Eagle County, all as amended from time to time, and not otherwise authorized hereunder. Tenant further agrees that it will use the Leased Premises in accordance with all applicable federal, state and local laws, ordinances, resolutions, and all rules and regulations adopted by County for the operation, management and control of the Facility or Leased Premises. 4. Tenant shall conduct its business in an orderly and proper manner so as not to commit any nuisance or annoy, disturb, or be offensive to others in the Facility. 5. Tenant agrees not to improve, change, alter, add to, remove or demolish any improvements in the Leased Premises without prior written consent of Landlord. Tenant must comply with all conditions which may be imposed by Landlord in its sole discretion. 6. 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, hazardous, or 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, ordinance, or regulations of the United States of America, State of Colorado, County of Eagle or other municipal, governmental, or lawful authority whatsoever having jurisdiction. 7. Tenant 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 Facility 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. 8. No hazardous substances or materials are allowed on the 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 DocuSign Envelope ID: 681187EE-FCF9-4BA7-ADA6-7D95B9861D1C 5 greater than one (1) for heath, fire, or reactivity and/or specific hazard designation. 9. No storage of any items, including but not limited to, garbage, chairs, tables, etc. will be permitted outside of the Leased Premises, e.g. on sidewalks, in common areas, on parking surfaces, etc. 10. Parking shall occur on a first come first served basis. No overnight parking shall be allowed without advance notice to and approval of Landlord. ARTICLE 8 Repairs, Alterations and Improvements 1. Tenant shall keep the Leased Premises in good order, condition and repair. 2. All reasonable alterations, improvements, and/or additions to the Leased Premises by Tenant 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 and at no cost to Landlord, the property of Landlord upon the termination of this Agreement. If Landlord elects that any of the alterations, improvements or changes be removed by Tenant upon termination or expiration of this Agreement, Tenant shall remove the same at its cost prior to the termination hereof, and shall repair any damages caused by such removal. 4. The furniture and telephone supplied by Landlord shall remain the property of Landlord and shall be left in the Leased Premises upon termination of this Lease in the same condition as at the start of the lease term, ordinary wear and tear excepted. 5. At the expiration of the lease term, or earlier termination hereof, Tenant shall remove all of its movable trade fixtures which shall not be the property of Landlord. Tenant’s obligations to perform the covenants contained in this paragraph of this Agreement shall survive the expiration or other termination of the Agreement. 6. Tenant shall retain title to and shall remove at its sole cost, prior to the termination or expiration of this Agreement, all of Tenant’s movable trade fixtures, equipment and belongings. If such removal shall injure or damage the Leased Premises, Tenant agrees, at its sole cost, at or prior to the expiration or termination of this Agreement, to repair such injury or damage in a good and DocuSign Envelope ID: 681187EE-FCF9-4BA7-ADA6-7D95B9861D1C 6 workmanlike manner and to place the Leased Premises in the same condition as the Leased Premises would have been if such Tenant’s moveable trade fixtures, equipment and belongings had not been installed or used. If Tenant fails to remove any of its moveable trade fixtures, equipment or belongings by the expiration or termination of this Agreement, or fails to repair any injury or damage then Landlord shall be entitled to recover from Tenant any costs of Landlord removing and either disposing of or storing the same and restoring the Leased Premises. ARTICLE 9 Assignment and Subletting Tenant shall not assign this 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 10 Access to, Use and Quiet Enjoyment of Leased Premises 1. 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 Tenant’s clients. 2. If the Tenant complies with this Lease, the Landlord must provide the Tenant with undisturbed possession of the Leased Premises subject to the terms and conditions of this Agreement. 3. The parties agree that Landlord may have access to the Leased Premises from time to time for providing immunizations and meeting with its clients on an as needed basis. Landlord shall coordinate the same with Tenant and both parties agree that use by Landlord shall take priority over use of the Leased Premises by Tenant. Tenant may not have access during such times that Landlord is using the Leased Premises. 4. Tenant shall obtain access badges to enter the Facility and the Leased Premises from Landlord and shall comply with all rules, regulations and policies adopted by Landlord from time to time concerning access to the Facility and Leased Premises. DocuSign Envelope ID: 681187EE-FCF9-4BA7-ADA6-7D95B9861D1C 7 ARTICLE 11 Default Delinquency by Tenant in the performance of or compliance with any of the obligations of Tenant contained in this Agreement, for a period of ten (10) days after written notice thereof from Landlord, shall constitute a default of this Agreement by Tenant. ARTICLE 12 Remedies If Tenant defaults in any of the covenants, terms and conditions herein, the Landlord may exercise any one or more of the following remedies: 1. Landlord may cancel and terminate this Agreement and repossess the Leased Premises, with or without process of law, and without liability for so doing, upon giving ten (10) days written notice to Tenant of its intention to terminate, at the end of which time all rights hereunder of the Tenant shall terminate, unless the default, which shall have been stated in such notice, shall have been cured within such ten (10) days . Notwithstanding the foregoing, during the term herein, Tenant shall only be allowed two notices of default which it may cure within the time specified in this section. The third notice shall be final and without opportunity for cure and Landlord, in its sole discretion, may elect (a) to cancel and terminate all rights hereunder of the Tenant, and Landlord may, upon the date specified in such third notice, reenter the Leased Premises and remove therefrom all property of the Tenant and store the same at the expense of Tenant, or (b) pursue any other remedies available to it. 2. Landlord may elect to reenter and take possession of the Leased Premises and expel Tenant or any person claiming under Tenant, and remove all effects as may be necessary, without prejudice to any remedies for damages or breach. Such reentry shall not be construed as termination of this Agreement unless a written notice specifically so states; however, Landlord reserves the right to terminate the Agreement at any time after reentry. 3. The remedies provided in this Agreement shall be cumulative and shall in no way affect any other remedy available to Landlord at law or equity. ARTICLE 13 Termination 1. This Agreement may be terminated upon the occurrence of any of the following: a. Default of the Tenant in performance of its obligations hereunder pursuant to Articles 11 and 12 hereof; DocuSign Envelope ID: 681187EE-FCF9-4BA7-ADA6-7D95B9861D1C 8 b. Written notification by Landlord to Tenant that this 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. 2. Upon the termination or expiration of this Agreement Tenant shall peacefully surrender the Leased Premises to Landlord, and Landlord at any time after any such termination or expiration, may, 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 Agreement. ARTICLE 14 Damage, Destruction or Loss 1. If the Leased Premises, or any portion thereof, is destroyed or damaged by fire or otherwise to an extent that renders it unusable, Tenant may then, at its option cancel and terminate this Agreement. 2. In the event Landlord elects to rebuild, Tenant must replace all of its moveable trade fixtures, equipment and personal property at its sole cost. 3. Landlord shall not be liable for any loss of property or theft or burglary from the Leased Premises or for any damage to person or property on the Leased Premises resulting from lightning, or water, rain or snow, which may come into or issue or flow from any part of the Facility, or from the pipes, plumbing, wiring, gas or sprinklers thereof and Tenant agrees to make no claim for any such loss or damage at any time. ARTICLE 15 No Waiver The failure of Landlord to insist in any one or more instances upon a strict compliance with any of the obligations, covenants and agreements contained in this Agreement, or the failure of the Landlord on any one or more instances to exercise the option, privilege or right herein contained shall in no way be construed to constitute a waiver or relinquishment or release of such obligation, covenant or agreement and no forbearance by the Landlord or any default hereunder shall in any manner be construed as constituting a waiver of such default by the Landlord. ARTICLE 16 Surrender of Leased Premises and Hold Over 1. Upon the expiration or earlier termination of this Agreement, or on the date specified in any demand for possession by Landlord after any default by Tenant, DocuSign Envelope ID: 681187EE-FCF9-4BA7-ADA6-7D95B9861D1C 9 Tenant covenants and agrees to surrender possession of the Leased Premises to Landlord in the same condition as when first occupied, ordinary wear and tear excepted. 2. If Tenant should remain in possession of the Leased Premises after the expiration of this Agreement for whatever reason and without executing any written renewal thereof, then such holding over shall not be deemed as a renewal or extension of this Agreement, but shall be construed as a tenancy from month to month that may be terminated at any time by Landlord or Tenant upon thirty (30) days written notice to the other. Such month to month tenancy shall be subject to all the conditions, provisions and obligations of this Agreement insofar as the same are applicable to a month to month tenancy. ARTICLE 17 Notices 1. All notices to be given with respect to this 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: Eagle County Attn: Rebecca Larson, Department of Public Health P.O. Box 850 500 Broadway Eagle, CO 81631 With a copy to: Eagle County Attorney Post Office Box 850 500 Broadway Eagle, CO 81631 Tenant: Community Health Services, Inc. Attention: Liz Stark. 0405 Castle Creek Road, Suite 6 Aspen, Colorado 81611 2. 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 service of any notice in the manner prescribed for personal service as a summons or other legal process. DocuSign Envelope ID: 681187EE-FCF9-4BA7-ADA6-7D95B9861D1C 10 ARTICLE 18 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 of this 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 Agreement relating to the issues of termination of this Agreement and rights to possession of the Leased Premises. Article 19 Entire Agreement and Amendments 1. This 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 Agreement may be amended only by written agreement of the parties executed in the same manner as this Agreement. ARTICLE 20 Miscellaneous Provisions 1. If any portion of this Agreement shall be declared invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect. 2. This Agreement and all agreements herein contained shall bind the parties hereto and their heirs, personal representatives, successors and assigns. 3. This 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 Agreement on behalf of their respective entities. 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. DocuSign Envelope ID: 681187EE-FCF9-4BA7-ADA6-7D95B9861D1C 11 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. Time is of the essence for the performance of any obligation contained in this Lease. 8. Tenant acknowledges that the Leased Premises is not secure from entry by users of other space in the same building. [REST OF PAGE INTENTIONALLY LEFT BLANK] DocuSign Envelope ID: 681187EE-FCF9-4BA7-ADA6-7D95B9861D1C DocuSign Envelope ID: 681187EE-FCF9-4BA7-ADA6-7D95B9861D1C 13 EXHIBIT A LEASED PREMISES DocuSign Envelope ID: 681187EE-FCF9-4BA7-ADA6-7D95B9861D1C