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Home My WebLink AboutC02-269 Colorado Mountain CollegezGq 16 �?'3 COLORADO MOUNTAIN COLLEGE GROUND LEASE 1. PARTIES. The parties to this Ground Lease (Lease) are PARTNERSHIP FOR EDUCATION (Partnership) a separate legal entity formed pursuant to Section 29-1-201, CRS, and COLORADO MOUNTAIN JUNIOR COLLEGE DISTRICT (CMC), a public junior college district organized and existing under Section 23-71-101 et seq., CRS. 2. RECITALS AND PURPOSE. The Partnership owns a parcel of real property identified as Tract A of the Berry Creek 5th/Miller Ranch PUD (Tract A) which is used for public school purposes, recreation, open space and housing. CMC has requested that the Partnership make Tract A available to CMC for the purpose of building and operating a 21" century education facility and program. The Partnership supports CMC and post- secondary education in Eagle County and is desirous of granting such request. 3. DEMISE. The Partnership, in consideration of the rents, covenants, agreements and conditions set forth in this Lease to be kept and performed by CMC, does hereby rent, lease and let to CMC Tract A located in the County of Eagle, State of Colorado more particularly described on the attached EXHIBIT "A" (Campus Site) with all of the rights, privileges, easements and appurtenances thereto attached, except for any water and mineral rights appurtenant to the Campus Site which water and mineral rights are retained by the Partnership. 4. CONVEYANCE. It is intended that CMC will construct an all purpose academic facility as more particularly described in Paragraph 8. Upon completion of that facility as evidenced by the issuance of a Certificate of Occupancy, the land on which the facility and all other appurtenant improvements such as parking lots, sidewalks and other accessory buildings are located shall be deeded to CMC, except for water and mineral rights appurtenant to the Campus Site which water and mineral rights are retained by the Partnership. It is contemplated that the land will be 2 to 3 acres. Such deed shall contain restrictions that the facility must continue to be used for post -secondary education purposes and shall further restrict the sale, lease or transfer of the property without the consent of the Partnership. These restrictions shall be in a form as approved by the Eagle County Attorney and the attorney for the Eagle County School District. Upon such conveyance the remainder of Tract A shall remain subject to all the terms and conditions of this Lease. As additional facilities are approved and constructed, the land on which those additional facilities are located shall also be conveyed to CMC or its assigns under the same restrictions. 5. EASEMENTS. The Partnership hereby grants to CMC a non-exclusive easement Page - 8 IIIIIIISara JIIIIslllllllllllllllllllllllllllllllllllllllllll08z=P 0445: N,..- 1%0101 in gross over, above and across the Partnership's real property known as the Berry Creek 5th/Miller Ranch so as to allow CMC's employees, agents, officers, independent contractors, students and invitees to survey for and carry out the establishment of campus facilities on the Campus Site. 6. TERM/RENT. The term of this Lease shall be for 50 years, commencing at 12:01 a.m. on -f C P �Upt h f V / 1c z . The rent for the initial. term of this Lease is $10.,)0, the receipt of which is acknowledged by the Partnership and the additional consideratior described in the attached EXIIIBIT "B." 7. RENEWAL. This Lease may be renewed for an additional 50-year term on terms and conditions which are, from time to time, agreeable to the parties. The renewal is conditioned upon CMC being in compliance with all terms and conditions of this Lease and the continued Uses set forth in Paragraph 9. If CMC desires to renew this Lease, CMC shall give the Partnership written notice of such desire at least 4 years, but not more than 5 years, prior to the expiration of the current term. In the event that the Partnership desires not to renew this Lease, the Partnership shall give CMC written notice of such intention at least 4 years, but not more than 5 years, prior to the expiration of the current term. 8. CAMPUS FACILITIES. In further consideration of the foregoing demise and Lease, CMC affirms that it is its intention to construct and develop at its expense an all purpose academic facility (approximately 35,000 square feet) as described on the development plan attached to this Lease as EXHIBIT "C." If CMC fails to install the improvements described on the attached EXHIBIT "C." or fails to occupy the Campus Site on or before 2 years from the commencement of the Lease Term, this Lease shall terminate. If CMC is reasonably and diligently pursuing and progressing with design, permitting and construction, the Partnership shall not unreasonably withhold an extension of this 2-year deadline. 9. USE. 9.1 Use. The Campus Site shall be used for operation of CMC and related educational uses including, but not limited to the College Academic Building. Only such commercial uses incidental to CMC's educational uses shall be authorized. It is the intention of the parties to this Lease that the development of the Campus Site shall be to create a new 2131 Century post -secondary campus that incorporates the latest high tech opportunities and meets the growing needs of the community. The build out of the Campus Site beyond the College Academic Building will occur upon consultation and input from the Partnership and the broader community. It is anticipated that other cooperative agreements will be developed Page -2- I�IIIIIIIII'III�I�III'I'lllliRl eBB.�, to assist in the build out of the site to meet the communities' changing needs. There shall be a meeting be`ween the Partnership and CMC on the 2-year anniversary date of this Lease ,uid at least every five years thereafter to discuss the planned build out of additional facilities. Meetings may be held more frequently upon the concurrence of the parties hereto. As a result of these meetings there shall be an agreed upon 5 year plan which will be reviewed and a new 5 year plan approved in succession. 9.2 Permits. CMC accept;, the Campus Site in its condition existing as of the date of the signing of this Lease subject to all applicable county and state laws, ordinances and regulations governing and regulating the use of the Campus Site. CMC acknowledges that neither the Partnership nor any of the Partnership's agents have made representations or warranties as to the suitability of the Campus Site for the intended use by CMC. CMC assumes responsibility for compliance with all applicable laws concerning the development of junior college sites as set forth in § 23-71-121(1)(v), C.R.S., as amended from time to time, and other applicable laws. In accordance with said statute, it is understood and agreed CMC is permitted to determine the location of school sites, buildings, and structures, and to construct, erect, repair, alter, rebuild, replace, and remodel buildings and structures without a permit or fee or compliance with a local building code, but that CMC is required to and shall consult in good faith with the local planning commission, board of county commissioners, building department, and other local authorities relative to the location of all proposed improvements on the Property, in order that the proposed improvements shall conform to the adopted plan of the community insofar as is feasible, and shall advise the planning commission in writing relative to the location of each building or structure prior to the awarding of a contract for the construction thereof. All buildings and structures shall be erected in conformity with the standards of the Colorado division of oil and safety or such other state agency as may obtain jurisdiction. If CMC does not commence construction of improvements in accordance with a schedule to be agreed from time to time, the Authority may terminate the Lease under the terms of this Agreement. CMC further agrees to: a. Comply with the Occupational Safety and Health Act of 1970 and all rules, regulations and orders thereunder, and as amended, revised or repealed and reenacted. b. Comply with the Environmental Quality Improvement Act and all rules, regulations and orders thereunder, and as amended, revised or repealed and reenacted. C. Ensure that no contaminants or pollutants are discharged into the Page -3- 808445 Page: 3 of 23 1"W/ 11- 1 10. air or any water supply as a result of CMC's operations which would exceed the maximums as determined by the Air and Water Quality Control Divisions of the Department of Health, State of Colorado and of the Eagle County Environmental Health office. d. Not permit the accumulation of trash or refuse on the Leased premises except in appropriate receptacles which shall be emptied at least once each week. e. Not use any hazardous materials or processes in a manner that would impact negatively on the public health and safety and only as approved by the Colorado Department of Health. CMC shall provide the Partnership with an updated list of any and all materials that will be used in its operations including safety data sheets and its plan for their control. f. Provide adequate parking for its employees and invitees as required by state authorities and in consultation as described in Paragraph 9.2 above which and will take into consideration the movement of other traffic. 9.3 Quiet Enjoyment. The Partnership covenants that so long as CMC shall keep, observe and perform all of the covenants and conditions of this Lease, CMC shall and may peaceably and quietly have, hold and* enjoy the Campus Site for the term of this Lease and any renewals thereof free of interference from the Partnership or those claiming through or under the Partnership. This covenant shall be construed as running with the land to and against the subsequent owners, successors and interests. INSURANCE AND DESTRUCTION. 10.1 Insurance. CMC shall, at all times during the term of this Lease, keep the premises insured for the mutual benefit of the Partnership and CMC as named insureds against loss or damage by fire, and other standard risks. 10.2 Liability Insurance. CMC further agrees throughout the term of this Lease it will purchase commercial insurance for (a) public liability insurance in an amount of not less than $150,000 per person and $600,000 per occurrence, or such greater or lesser amount as may be provided in the Governmental Immunity Act, Section 24-10-101, and following, C.R.S., protecting CMC and the Partnership against claims of any and all persons, firms and corporations for personal injury, death or property damage occurring upon, in or about the Campus Site or in or about the adjoining streets, sidewalks; and passageways, such insurance to be in the amount established by the Partnership; and (b) appropriate workers' compensation insurance. Page -4- I8084 5e:IIIIIIIIIIIIIII1IIIIIII(III z.xs> 1Nw1 \qwmpi 10.3 Cooperation. The Partnership and CMC agree that each will cooperate with the other, to such extent the other may reasonably require, in connection with the prosecution or defense of any action or proceeding ' for the collection of any damages that may be due in the event of any loss or dainage, and that each 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 CMC, including reasonable attorneys' fees incurred by the Partnership, of all such actions and 7oceedings shall be paid by CMC. 10.4 Policy or Certificate. Each party shall make available, at the request of the other party, copies of all policies or certificates of insurance which are relevant to the provisions of this Lease. 11. MAINTENANCE AND COVENANT AGAINST WASTE AND RIGHT OF INSPECTION. CMC shall, throughout the term of this Lease, at no expense whatsoever to the Partnership, cause good care to be taken of the Campus Site and shall promptly cause to be made all repairs necessary to keep the Campus Site in good and lawful order and condition. The Partnership reserves the right to inspect the Campus Site at reasonable times during the term of this Lease. When used in this paragraph, the term "repairs" shall include reasonable replacement, restoration or renewals when necessary. The Partnership shall not be required to make any expenditure whatsoever for the maintenance or repair of the Campus Site, except as otherwise indicated in this Lease. 12. COMPLIANCE WITH LAWS. 12.1 Compliance. CMC shall, throughout the term of this Lease, and at no expense whatsoever to the Partnership, promptly 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 or 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, alterations or additions and irrespective of the costs thereof, which may be applicable to the Campus Site and the sidewalks and curbs, if any, adjoining the Campus Site or the use or manner of use of the Campus Site, and the repair and alteration thereof including, without limitation, the fixtures and equipment therein and the sidewalks and curbs, if any, adjoining the Campus Site or the use or manner of use of the Campus Site. 12.2 Contest. Provided such will not subject the Campus Site to a foreclosable lien, CMC shall have the right to contest, by appropriate legal proceedings, without cost or expense to the Partnership, the validity of any law, ordinance, Page -5- 111111111111111111111111111111111111111111111111111 808445 Page: 5 of 23 09/26/2002 04:25P D 0.00 order, rule, regulation or requirement of a nature herein referred and to postpone compliance with the same, provided such contest shall be promptly and diligently prosecuted by and at the expense of CMC, that the Partnership shall -riot thereby suffer any civil, or be subject to any criminal penalties or sanctions, and that CMC shall properly protect and save harmless the Partnership against any liability and claims. for any non-compliance or postponement or compliance or requirement and indemnifying the Partnership against any and all liability, loss Cnd damage which the Partnership may sustain by reason of CMC's failure delay in comp ;ng therewith. The Partnership shall have the right with cone: a, but shall be under no obligation, to contest by appropriate legal proceedings,' at CMC's expense, any such law, ordinance, rule, regulation or requirement. 13. PERMITS AND LICENSES. CMC shall, at its sole cost and expense, 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 Campus Site and educational facilities. The Partnership agrees to cooperate in whatever way necessary to assist CMC in obtaining zoning, use permits, and other authorizations necessary to effect the intent of this Lease. 14. UTILITIES. 14.1 Utilities. The Partnership has agreed to install water, sewer, gas, cable TV, telephone and electrical lines, and a driveway, to the boundary line of the Campus Site at the expense of the Partnership. The expenses of extending such utility lines and driveway to the desired locations within the Campus Site shall be the responsibility of CMC. Except when due to the negligence of the Partnership, the Partnership shall not be liable for any failure of water or gas supply or electric current or of any other service by any utilities; for injury to person (including death) or damage to the Campus Site or the educational facilities resulting from steam, gas, electricity, water, rain or snow which may flow or leak from any part of the Campus Site or educational facilities, or from any pipes, appliances or plumbing works, from the street or subsurface, or from any other place; or for interference with light or other easements, however caused. CMC shall pay all charges for steam, gas, electricity, water, light, heat, power, cable TV, telephone or other services used in or about or supplied to the Campus Site and educational facilities, and shall indemnify the Partnership against any liability on such account. CMC agrees that all electricity, gas, cable TV, telephone and water usage for the educational facilities or the Campus Site shall be separately metered. 14.2 Easements. CMC shall have the right to enter into agreements with utility companies creating easements in favor of such companies as are required in order to service the educational facilities and the Campus Site with the written agreement of the Partnership, which agreement shall not be unreasonably Page -6- III II IIII II III II III III III I II 8085 �4:: zw withheld. The Partnership covenants and agrees to consent thereof and to execute any and all documents, agreements and instruments, and to take all other actions in order to effectuate the same, all at CMC's costs and expense. 15. RESTRICTION AGAINST LIENS. CMC shall make no contract or agreement for the construction, alteration, or repairing of any building or other improvement on the Campus Site to the extent that it is owned by the Partnership that shall require the payment of more than $500.00 for the purchase of materials to be used for work and labor to be performed in the work, unless such contract or agreement is in writing and contains an express waiver by the contractor of all claims for mechanics' and material suppliers' liens against the Campus Site or improvements on the Campus Site, including but not limited to, those to be constructed under the terms of this Lease. 16. ASSIGNMENT, SUBLETTING, CONVEYANCING AND ENCUMBERING. CMC shall not sublease, assign, convey or encumber, in whole or in part, any portion of this Lease, the Campus Site, or the educational facilities, or any part thereof, to any other person or entity without the prior written consent of the Partnership, which consent may be withheld in the discretion of the Partnership. Such requirement of consent shall be deemed to be waived if written consent or disapproval is not given by the Partnership within 30 days of written request to sublease, assign, convey or encumber by CMC. Notwithstanding the foregoing, it is the parties' intention that the Campus Site and educational facilities be made available for use by local groups and activities pursuant to the applicable use policies of CMC. In addition, the parties contemplate that CMC may enter into longer term joint use agreements with other groups or educational institutions for use of the Campus Site and educational facilities during those times when CMC is not using them. 17. DEFAULTS. The occurrence of any of the following events shall constitute a default by CMC under this Lease: 17.1 Failure to Comply with the Terms and Conditions. CMC shall violate or fail to comply with any material provision, term or condition of this Lease. 17.2 Injunction. Any third person shall obtain an order or decree in any court of competent jurisdiction permanently enjoining or prohibiting CMC or the Partnership from performing this Lease, or permanently enjoining or prohibiting CMC from going forward with construction or any material part of the education facilities in accordance with the plans and specifications. Notice of any such lawsuit shall be provide to the other party in a timely manner so such other party may join the suit if it chooses to do so. 17.3 Remedies and Notice. Upon the happening of any one or more of these events of default or any other defaults under the terms of this Lease, the Page -7- II��I I�q�.11g�� II Co�� I�� I �II� 0 80844 S: ,,o Partnership will, then or at any time thereafter, and while such event of default or defaults shall continue, give CMC written notice of the Partnership's intention to terminate this Lease. CMC wil: receive notice and 60 days within which to cure defaults or such other time period as agreed upon by the Parties. On the date specified in such notice, unless the event of default is curable and is cured, CMC's right to possession of the Campus Site shall cease and CMC shall peaceably and quietly yield to and surrender to the Partnership the Campus Site and educational facilities, and this Lease shall Thereupon be terminated and all of the right, title and interest of CMC in the Cz;-r pus Site and educational facilities 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 60-day period, as the case may be, were the date originally specified for the expiration of this Lease. CMC shall then quit and surrender the Campus Site and educational facilities to the Partnership, but CMC shall remain liable as provided in this Lease. CMC shall have the right to cure any event of default and reinstate this Lease by action within such 60-day period. 17.4 Repossession. Upon any termination of this Lease, or as otherwise permitted by law, or if any event or default shall continue beyond the expiration of any grace period, the Partnership shall exercise its rights under this Lease and under law to repossess the Campus Site. 18. SURRENDER. On the last day of the term hereof, or upon any earlier termination of this Lease pursuant to Paragraph 17, or otherwise, CMC shall surrender the Campus Site to the Partnership without delay. 19. PARTNERSHIP'S RIGHT TO PERFORM CMC'S COVENANTS. 19.1 Payments. If CMC shall at any time fail to pay for or maintain any of the insurance policies provided for in Paragraph 10, within the time therein permitted in such section, 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 the Partnership, after 20 days' notice to CMC (or, in a case of an emergency, on such notice, or without notice, as may be reasonable under the circumstances) and without waiving or releasing CMC from any obligation of CMC hereunder, may (but shall not be required to): a. Pay for and maintain such insurance policies provided for in Paragraph 10; or b. Make such other payment or perform such other act on CMC's part to be made or performed as provided in this Lease, and may enter upon the Campus Site for such purpose and take all such action thereon as may be Page -8- �I��I��III�� 808445;,,,0 necessary therefor. 19.2 Reimbursement. The Partnership .hall be reimbursed by CMC for its costs of making payment or performing any such act provided for by Paragraph 19.1. Such reimbursement shall be made within 30 days of the Partnership billing CMC for such costs. 20. NOTICES. 20.1 Notice. Every notice and other communication required or permitted under the terms of this Lease, shall be in writing and shall be deemed properly given if sent by registered or certified mail, postage fully prepaid, addressed to the party to be given such notice or other communication and, when so addressed, shall be deemed to have been properly served, valid and sufficient for all purposes hereof, 72 hours after being deposited in a United States Post Office. 20.2 Addresses. All notices and other communications to the parties shall be mailed to their respective addresses as indicated below: a. Lessor: Partnership: Eagle County Eagle County School District c/o Eagle County Attorney RE-50J P.O. Box 850 P.O. Box 740 Eagle, CO 81631 Eagle, CO 81631 b. Lessee: Colorado Mountain College c/o President P.O. Box 10001 831 Grand Avenue Glenwood Springs, CO 81602 20.3 Change of Address. The parties reserve and shall have the right to change from time to time their said respective addresses for the purposes hereof. Every such change of address shall be by notice in writing given in the manner provided in this Lease. 21. INDEMNIFICATION OF PARTNERSHIP. To the extent permitted by law, CMC will indemnify and save harmless, except for claims arising out of the acts or omissions of the Partnership, the Partnership and any assignee of the Partnership's interest in this Lease or the Campus Site against and from all liabilities, obligations, damages, penalties, claims, costs, charges and expenses, including reasonable attorneys' Page -9- 808 �453 1,W1 fees, which may be imposed upon or incurred by or asserted against the Partnership or such assignee by reason of any of the following occurring during the term of this Lease: 21.1 Any work or thing done in, on, or about the Campus Site or any part thereof; 21.2 Any use, non-use, possession, occupation, condition, operation, maintenance or management of the Campus Site, the edr,.,.ational facilities, or any public street, alley or sidewalk, or other space adjacent tr,.r-to; 21.3 Any negligence on the part of CMC or any of its agents, servants, or employees; 21.4 Any accident, injury, or damage to any person or property incurring in, on, or about the Campus Site, the educational facilities or any part thereof or any public street, alley, or sidewalk or other space adjacent thereto not the result of the Partnership's negligence; 21.5 Any failure by CMC 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 21.6 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 the Partnership, or its assignee by reason of any claim, CMC, upon written notice from the Partnership or such designee, will, at CMC's expense, resist or defend such action or proceeding by counsel approved by the Partnership or such assignee in writing, such approval not to be unreasonably withheld or delayed 22. CONSULTATION. In addition to the consultation required in Paragraph 9, the parties acknowledge that, over the term of this Lease, issues may arise concerning implementation of this Lease which the parties have not now contemplated. Recognizing that a high level of cooperation between the parties is necessary and desirable, the parties agree to consult with each other from time to time concerning implementation of this Lease and further agree that their respective representatives will meet to conduct such consultations upon ten days written request given by one party to the other party. In addition, each party shall from time to time designate in writing such party's "contact person" for all matters involving the administration of this Lease. 23. DISPUTE RESOLUTION. If, following the consultation required by Paragraph 22 above and good faith efforts on the part of both parties to resolve any disputes Page -10- 808445 IIIIIIIIIIIIIIIINIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIINIIII a99,so=„o:3� `. lva� regarding this Lease, a dispute still exists, the parties agree to submit such dispute to non- binding mediation. If the parties fail to reach a settlement of their dispute within 30 days after the earliest date upon which one of the parties has notified the other party of its desire to attempt to resolve the dispute, then the dispute shall be promptly submitted to non -binding mediation by a single mediator provided by the Judicial Arbiter Group (JAG) of Denver, Colorado, any successor to JAG, or any similar mediation provider who can furnish a former judge to conduct such mediation if JAG or a successor to JAG is no longer in existence. If, following such mediation process, the parties' dispute still exists, the parties show have the right to pursue any other remedies provided under G:;3orado law. 24. SUCCESSORS AND ASSIGNS. This Lease shall inure to the benefit of and be binding upon the successors and assigns of the Partnership and the permitted successors and permitted assigns of CMC. 25. 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. 26. 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 which may be recorded. 27. ENTIRE AGREEMENT. This Lease and the exhibits and attachments hereto contain the entire agreement between the Partnership and CMC with respect to the subject matter hereof and supersedes and cancels any prior understandings and agreements between the Partnership and CMC with respect to the subject matter of this Lease. 28. 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. 29. 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. 30. EXHIBITS. All exhibits referred to in this Lease are, by reference, incorporated in this Lease for all purposes. Page -il- II II IIII I IIII Sara J Fisher Eagle, CO 808445 Page: 11 of 23 09/26/2002 04:25P D 0.00 31. PARAGRAPH CAPTIONS. The captions of the paragraphs are set forth only or convenience and reference, and are not intended in any way to define, limit, or describe the scope or intent of this ,ease. 32. ADDITIONAL DOCUMENTS OR ACTION. The parties agree to execute any additional documents and to take any additional action necessary to carry out this Agreement. 33. WAIVER OF BIWACH. The waiver by any party to this Lease of a breach of , any term or provision of this Lease shall not operate or be construed as a waiver of any subsequent breach by any party. 34. BINDING EFFECT. This Lease shall inure to the benefit of, and be binding upon, the parties, and their respective legal representatives, successors, and assigns; provided, however, that nothing in this paragraph shall be construed to permit the assignment of this Lease except as otherwise specifically authorized in this Lease. 35. GOVERNING LAW. This Lease shall be governed by the laws of Colorado. 36. SEVERABILITY. If any provision of this Lease is declared by a court of competent jurisdiction to be invalid, void or unenforceable, such provision shall be deemed to be severable, and all other provisions of this Lease shall remain fully enforceable, and this Lease shall be interpreted in all respects as if such provision were omitted. 37. APPROPRIATION. Notwithstanding anything to the contrary contained in this Lease, all parties shall have no obligation under this Lease, nor shall any payment be made to any party in respect of any period after any December 31 of each calendar year during the term of this Lease, without an appropriation therefor by the board of any party in accordance with a budget adopted by the said board in compliance with the provisions of Article 25 of Title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. §29-1-101 et seq.), and the TABOR Amendment (Constitution, Article X, Sec. 20). Page -12- IIIaIIIIIIIFisher IIIIIIIINIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII Page:$'°53 : Sar .. ,*me 38. DATED. ', e" 0-L 2002. COLORADO MOUNTAIN JUNIOR COLLEGE DISTRICT Presi ent r ATTEST: ' I Secretary STATE OF COLORADO ) � ) ss: COUNTY OFaar41d- ) The foregoing instrument was acknowledged before me the L-) day of Seaf, 2002 bas President, and by %„ „; B /ctc/t as Secretary of Colorado Mountain Junior College District. Witness my hand and official seal. My commission expires: Z00 y Nc&y Public 4" C.^'f STATE OF COLORCOUNTY OF EAGLE ADO The foregoing instrument was acknowledged before me this day of a4 , 2002, by Q� ,. as Chairman and by Page -13- O8445 IIIIII IIIII IIIIIII IIIII IIII IIIIII IIII III IIIIII III IIII Page: 13 of 09/26/2002 84325P Sara J Fisher Eagle. CO 204 R 0.00 D 0.00 i- i, as Secretary of Partnership for Education. Witness my hand and official seal. M ssion expires: �—O b _ ` y PU.. C P.........., i� O,' G��• N Public 2; csIX&N �� 8 Q 2� q 7'e of GG�O g\jks\leases\ground tease Partnership-CMC clean copy (revised (8-7-02) Page -14- 08445 IIIIIII IFisher IIIIII IIIII CO IIIIII IIIII III IIIIIIiII IIII m Page: 14 of 23 09/26/2002 84:25P EXHIBIT A TRACT A, BERRY CREEK / MILLER RANCH PLANNED UNIT DEVELOPMENT, ACCORDING TO THE PLAT RECORDED JUKE 25, 2002 AT RECEPTION NO. 199649, COUNTY OF EAGLE, STATE OF COLORADO. RESERVING UNTO GRANTOR ALL WATER AND WATER RIGHTS, DITCHES AND DITCH RIGHTS A-.-7MTENANT TO THE PROPERTY, INCLUDING ALL RIGHTS TO XESTORIC USE CREDIT A:: :)CIATED WITH THE USE OF SUCH WATER RIGHTS ON THE F;..t.-PERTY. GRANTOR SP.iiZIFICALLY RESERVES THE RIGHT TO CHANGE THE PLACE OF USE OF THE WATER RIGHTS OFF THE PROPERTY, AND TO TARE CREDIT FOR SUCH HISTORIC USE IN .ANY FUTURE WATER COURT PROCEEDING INVOLVING THE APPURTENANT WATER RIGHTS. SUBJECT TO ALL EASEMENTS, RESTRICTIONS, AND RIGHTS OF WAY OF RECORD, IF ANY. 808445 Page: 15 of 23 \W� ' EXHIBIT "13" TO GROUND LEASE BETWEEN COLORADO MOUNTAIN COLLEGE AND PARTN?ERSHIP FOR EDUCATION EAGLE `--OUNTY, COLORADO ADDITIONAL CONSIDERATION As additional corfieration under Paragraph G of the Ground Lease, Colorado Moantain College ("CMC" or "the College") agrees to provide the following to the Partnership for Education ("Partnership'), and to its two members, Eagle County ("County"), and Eagle County School District RE-50J ("School District'). 1. CASH PAYMENT. -CMC agrees to pay to the Partnership cash in the total amount of $800,000 to be used for overall road and utility infrastructure costs in the Berry Creek development. Such funds shall be made available by CMC in phased payments to respond to County implementation activities. Payments shall be made by CMC within 15 calendar days after receipt of written request from the Partnership, showing the purpose of the funding, with the first payment to be due no earlier than February 15, 2002. It is understood that Eagle County and the School District will also share in the overall road and infrastructure costs. 2. HIGI3ER EDUCATION SERVICES FOR COUNTY OF EAGLE, COLORADO, CMC agrees to offer for -credit higher education services for job -related staff development to Eagle County employees and elected officials, through its Vail/Eagle Valley Cmnpus, as follows: a. CMC, in consultation with Eagle County, will develop courses for credit to meet the specialized training and staff development needs of Eagle County for its employees and elected officials. Said specialized courses shall meet the same °oq standards as all other credit courses as defined by the State of Colorado and CMC. Specialized courses could include: e Technical English for the office e GIS computer applications 808445 Page: 16 of 23 • Command Spanish for law enforcement officers • Training in diversity • Cane -day management seminars • Titaining on current products used by Eagle County, which inclucc Corel Suite of products, Microsoft Office Suite, Groupwise, Adobe Photoshop and :iinstrator. • Specialized courses to support Eagle County technical development b. in addition, to the extent reasonably justified by actual demand, CMC will place at the disposal of Eagle County employees and officials a full range of degree and certificate courses for credit, including but not limited to information technology courses from introductory to advanced levels. Such courses will include Cisco and web design if such courses are then offered by the College. Courses may be offered on line, by IVS, or other distance learning methods if there is insufficient demand for in -person instruction. CMC will work with Eagle County to allow Eagle County employees acid officials who work or live in Basalt, El Jebel, Glenwood Springs, and the Roaring Fork Valley, the opportunity to take such courses at CMC locations in those areas. c. CMC, in addition to bearing the cost of course development and delivery, will .°" waive tuition for Eagle County employees and elected officials for up to 200 credit -hours of instruction per academic year for up to 50 years, beginning with the 2001-2002 academic year. d. Course development and delivery for Eagle County will be coordinated with course development and delivery for the Eagle County School District in the interest of cost savings and efficiency for all entities. e, The course offerings and credit -hour limitations set forth above shall be the subject of review as part of the 5-year or more frequent planning process described in Paragraph 9.1 of the Ground Lease, and may be revised by mutual agreement as needs change over time. 3. H1fl"XER EDUCATION SERVICES FOR EAGLE COUNTY SCHOOL DISTRICT RE-50J. CMC agrees to offer for -credit higher education services for job -related staff development to Eagle County Schoo�,Distriet RE-50J teachers, employees, and elected officials, through CMC's Vail/Eagle Valley Campus, as follows: a. CMC, in consultation with the School District, will develop courses for credit to meet the specialized training and staff development needs of the School District for its teachers, employees, and elected officials. Said specialized courses shall meet the same standards as all other credit courses as defined by the State of Colorado and CMC. Specialized courses could include: • Professional Training for Teachers • Technical Training for Staff • Software Training, e.g., MS Word, Excel • Discipline -specific Software Applications. • Course Development Skills • Courses in Personal Development, e.g., o Stress Management o Time Management o Finance • Pedagogy and Improvement of Teaching e Assessment and Evaluation of Students b. In addition, to the extent reasonably justified by actual demand within the Vail/Eagle Valley, CMC will place at the disposal of the School District a full range of degree and certificate courses for credit, including but not limited to information technology courses from introductory to advanced levels. Such courses will include Cisco and web design if such courses are then offered by the Exhibit B to Colorado Mountain College Ground Lease Page 3 of 4 808445 Page: 18 of 23 Sara J Fisher Eagle, CO 09/26/2002 04:25P 204 R 0.00 D 0.00 College. Courses may be offered by iVS or other distance learning methods if there is insufficient demand for in -person- instruction. c. CMC, in addition to bearing the cost of course development and delivery, will waive tuition for School District teachers, employees, and elected officials for up to 500 credit -hours of instruction during a 2001-2002 and 2002-2003 academic= years (average 250 hours per year), and 200 credit -hours of instruction per academic year for up to 48 more years thereafter (50 years total), subject to future increases as part of the 5-year planning process under to sub -paragraph 31 below. d. CMC is committed to delivering courses where appropriate, possible, and feasible at designated Eagle County public school sites. e. Course development and delivery for the School District will be coordinated with course development and delivery for the Eagle County in the interest of cost savings and efficiency for all entities. f. The course offerings and credit -hour limitations set forth above shall be the subject of review as part of the 5-year or more frequent planning process described in Paragraph 9.1 of the Ground Lease, and may be revised or increased by mutual agreement as the School District's needs and the College's ability to deliver services change over time. 4. OTHER HIGHER EDUCATION PROGRAM DEVELOPMENT. The parties understand and agree that the needs for and the nature of higher education in the VaWEagle Valley will evolve over time, and they agree to work together in good faith as part of the 5-year planning process to develop additional higher education programs to serve the needs of the area, including but not limited to the possibility of scholarship programs and enhanced post -secondary options courses. 808445 Exhibit B to Colorado Mountain College Ground Lease Page: 19 of 23 Page 4 of 4 111111111111111111111111111111111111111111111111111111 09/26/2002 04 : 25P Sara J Fisher Eagle: CO 204 R 0.00 0 0.00 ' EXHIBIT "C" TO COLORADO MOUNTAIN COLLEGE GROUND LEASE o� CAMPUS DEVELOPMENT PLAN The Development Plan referred to in Paragraph 8 of the Ground Lease shall be as follows: Campus Vision. CMC, Eagle County, and Eagle County School District RE-50J have developed a Vision for a state-of-the-art 21s` century higher education campus on the 16-acre parcel described in the Ground Lease, to meet the short-term and long term needs of the citizens of Eagle County and the CMC District for higher education. The current Vision is as follows: Building and Phase Building Size s uare eet Academic & Main Administration 35,000 sf initially, Phase I expandable to 43,754 sf Technology Center 29,539 sf Phase 1 or 2 Fine Arts and Medical Center 15,178 sf Phase 2 or 3 University Studies Center 10,800 sf Phase 3 or 4 Updating the Vision. The Vision will be continually updated by CMC, the County, and the School District, as part of the .5-year (or more frequent) planning process described in Paragraph 9.1 of the Ground Lease. Collaborative Design Process. All campus improvements and development will be designed through a collaborative process among CMC, Eagle County, and the School District. CMC will include at least one representative from each entity on the committee to select the architect for each building or phase. Alter the architect is selected, design development will proceed with a team or committee including representatives of all participants. Conveyance of Land. As construction of each building is completed, as evidenced by the issuance of a certificate of occupancy, fee title to the land reasonably necessary for that building and the appurtenant landscaping, parking, and circulation, will be conveyed to CMC by deed, 808445 Page: 20 of 23 Sara J Fisher Eagle, CO 204 R 0.00 D 0.00 1l, subject to restrictinls as set forth in Paragraph 4 of the Ground Lease. The amount of land conveyed with each building shall be sufficient for the buildings and all appurtenant improvements landscaping, parking, and circulation. Commitment for Azademic and Main Administration Building • CMC commits to build and occupy the initial 35,000 square -foot Academic and Main Administration Building within two years ailer the date of the Ground Lease, as set forth in Paragraph 8 of the Ground Lease, subject to the ability to obtain necessary approvals and permits from state and local authorities. If CMC is reasonably and diligently pursuing and progressing with design, permitting, a.nd construction, the Partnership will &" reasonably extend the two-year deadline. • The initial building will be designed to facilitate expansion to approximately 43,754 square feet, at such time as the parties determine that expansion is necessary and appropriate, subject to availability acid appropriation of funding. • The initial building will include office space for a School District Staff Development officer, including sufficient work space for a desk and normal file storage. The School District and CMC may change these work space requirements by mutual agreement. • As part of the collaborative design process, CMC will include the following components in the initial building. o A modem, multi -media instructional room and high tech meeting room or computer lab, to be shared by CMC and the School District. The School District and the College will work together to design the spatial, usage, and accommodation needs. o One large meeting room with capacity of up to 90-100 participants (maybe accommodated by moveable walls between classrooms). o Other School District programming needs as agreed. • It is agreed that CMC classes and programs will have first priority for all joint -use facilities, and the School District and the County shall have second priority, before other community needs. Exhibit C to Colorado Mountain College Ground Lease Page 2 of 4 808445 Page: 21 of 23 Commitment for Complete Campus Development • CMC commits to continue to work actively with the County, the School District, and the community, towards the completion of the campus vision described above, as updated from time to time. CMG desires and intends to develop the remainder of the campus at reasonable pace that is al utensurate with community needs. However, it is impossibl, , to predict or assure the availability or timing of future funding and support, and, therefore, the parties expressly understand and agree that: o CMC, Eagle County, and the School District will work together with the local community, state agencies, other institutions of higher education, and others, to develop funding sources and support for future buildings and phases. For example, the parties intend to work with the Colorado Institute of Technology on the development of the Technology Center. Development and timing of future improvements is dependent on continuing assessment of community needs and on the success of anticipated joint fund raising efforts. o All development beyond the initial 35,000 square -foot building shall be subject to availability and appropriation of necessary funding and support for both capital and operational costs. o Neither the Ground Lease nor this Exhibit C shall require CMC to give any different priority to the development of this campus than CMC would normally give to this campus in relation to all other campuses and projects College -wide. o Any inability or failure of CMC to build additional buildings would be considered a violation or failure to comply with a material term of the Ground Lease, and may be cause for termination of the lease under Paragraph 17 of the Ground Lease, but shall not be cause for title to the land that has been conveyed for completed buildings to revert to the Partnership (except as provided in Paragraph 4 of the Ground Lease, in the event the site ceases to be used for post -secondary education purposes). a" '`d Utilities, CMC will, at its expense, connect tc local utilities (water, sewer, electric, gas), which CMC understands will be located at near -by perimeter locations as part of the overall infrastructure. Athletic Fields. if space is available, CMC r,,ay add or include athletic fields on -the 16-acre campus. It is also understood that CMC may share adjacent central athletic and recreational facilities to be developed by others. CMC Facillty In Town of Eagle. • The School District shall have the first option to purchase the CMC Town of Eagle facility at 139 Broadway Street, after a CMC decision to sell the facility has been made and at the time of moving CMC property to a future site. • A sale of this facility shall not preclude CMC from offering classes and programs at .other locations in the Town of Eagle or elsewhere in Eagle County. Exhibit C to Colorado Mountain College Ground Lease Page 4 of 4 IIIIIFisher IIIIIIEagle. IIIIIIIII IIIIII I�IIIII IIIII009/26/2002 808445s L'ISTRIBUTION 9 riia�a 1. Cont act took Rat 4. i 0 n,irS �Q•