HomeMy WebLinkAboutC99-114 Beaver Creek Food Services_sublease(4— qe(—lc4--04
ORIGINAL
SUBLEASE
THIS SUBLEASE by and between BEAVER CREEK FOOD SERVICES, INC., a Colorado
corporation ("Sublessor") and EAGLE COUNTY, COLORADO, a Colorado political subdivision,
organized and exi mg under the Laws of the State of Colorado ("Sublessee") is made effective
thia� day o, 1999 (the "Sublease").
RECITALS
A. Sublessor is in possession of certain improvements and real property in the Beaver
Creek Subdivision located at the Southwest Quarter of Section 19, Township 5
South, Range 81 West, Beaver Creek Mountain, Eagle County, Colorado, and
commonly known as Allie's Cabin Restaurant ("Allie's Cabin").
B. Sublessor is in possession of Allie's Cabin by virtue of a year-to-year Lease by and
between Vail Associates, Inc., and Beaver Creek Food Services, Inc., dated
October 1, 1997.
C. Sublessor's possession of Allie's Cabin includes space for placing Sublessee's
antenna and a basement room referred to as Room 800 (collectively referred to
as the "Premises").
D. Sublessee desires to sublease from Sublessor the Premises for the purpose of
installation, operation and use of an antenna, and associated hardware,
equipment, circuitry, cable and wiring necessary for the operation of a 800 MHz
trunking radio system for countywide public safety communication (hereinafter
sometimes referred to as the "800 MHz system").
E. Sublessor agrees to sublease the Premises to Sublessee in accordance with the
terms set forth herein. provisions set forth in Item B above.
AGREEMENT
For and in consideration of the mutual covenants hereinafter set forth by the parties
hereto, it is agreed as follows:
1. GRANT. Sublessor hereby subleases to Sublessee and Sublessee hereby
subleases from Sublessor the Premises. The term ("Term") of this Sublease shall commence on
the effective date and shall terminate on the date specified for expiration in Section 1 (a) unless
sooner terminated as provided by the occurrence of the events described in Section 1(b),
Section 1(c) and/or Section 1(d).
Termination and/or expiration events:
a) Twenty-five years from the effective date hereof;
b) Obsolescence of the building, as defined below;
c) Abandonment of the 800 MHz system; or
d) Termination of the Lease by and between Vail Associates, Inc. and Beaver Creek
Food Services, Inc.
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2. USE OF PREMISES. (a) Sublessee shall use the premises for the installation,
maintenance and operation of the 800 MHz system. Sublessee shall not, without the prior
written consent of Sublessor, cause or permit, knowingly or unknowingly, any Hazardous
Material to be brought or remain upon, kept, used, discharged, leaked, or emitted in or about, or
treated at the Premises or Allie's Cabin.
3. 'CONSIDERATION. Sublessee shall pay to Sublessor annually rent in the amount
equal to $1.00. Such rent shall be due and payable at the offices of the Sublessor, or at such
place as Sublessor may from time to time designate, on or before 1 st of each year during the
Term of this Sublease.
4. UTILITIES AND MAINTENANCE. Sublessee covenants that the operation, upkeep,
maintenance and repair of the Premises shall be the responsibility of the Sublessee, at
Sublessee's own cost and expense and under Sublessee's complete control. Sublessee shall be
responsible for installation of the 800 MHz system and maintenance on or in the Premises. Such
installation and maintenance of the 800 MHz system shall be in accordance with accepted
engineering standards for installation of the 800 MHz system. Sublessee shall not disrupt or
otherwise interfere with the Sublessoe's normal operation during Sublessee% satisfaction of the
covenants and responsibilities contained herein. Sublessee shall, at its own expense and at all
times, keep the Premises neat, clean and in a sanitary condition, and keep and use the 800 MHz
system in accordance with all applicable laws, ordinances, rules, regulations and requirements of
governmental authorities. Sublessee shall permit no waste, damage or injury to the Premises.
Sublessee shall make such repairs as necessary to maintain the- Premises in as good condition as
existed on the effective date hereof, reasonable wear and tear excepted.
5. REMOVAL OF EQUIPMENT. Upon the expiration or earlier termination of this -
Sublease, Sublessee shall, within ninety- (90) days from the date of termination, remove all of
Sublessee's 800 MHz system from the Premises, Such removal shall be in accordance with
accepted engineering standards for removal of such system and in a manner as to not damage
the Premises or any present equipment of Sublessor or any other tenant. Any damage caused by
the removal of such equipment shall be repaired immediately by Sublessee at Sublessee's sole
cost and expense.
6. INTERFERENCEWITH EXISTING SIGNALS. In the event Sublessor has reason to
believe that any portion of Sublessee's 800 MHz system is causing any radio interference,
Sublessee shall either (a) repair the equipment to eliminate such interference; or (b) demonstrate
to the satisfaction of the Sublessor that Sublessee's equipment is not in any way involved or
causing such interference.
7. ACCESS TO PREMISES. Subject to prior notice to Sublessoe's authorized
representative, Sublessee and/or Sublessee's authorized and technically qualified agents shall
have reasonable access to the Premises to maintain and repair Sublessee's equipment. In
case of an emergency malfunction of the 800 system, the Sublessee shall notify the Beaver
Creek Security Department ("Security Department") of the nature of the emergency and the
Security Department shall provide to Sublessee immediate access to the premises.
Allies Cabin Sublease final.doc 2
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8. ALTERATIONS BY SUBLESSEE. Sublessee shall make no alterations, additions or
improvements in or to the Premises that are structural without Sublessor's prior written consent.
9. MECHANIC'S LIENS. (a) Sublessee shall pay or cause to be paid all costs for work
done by it or caused to be -done by it in or to the Premises and Sublessee shall keep the
Premises free and clear of all mechanic's or materialmen's liens and other liens on account of
work done for Sublessee or persons claiming under it. Should any liens be filed or recorded
against the Premises or any action affecting the We thereto is commenced, Sublessee shall
hold free, clear and harmless the Sublessor and the Premises therefrom.
10. CASUALTY AND OBSOLESCENCE. (a) If the Premises shall be damaged by fire
or any other cause and, if such damage shall destroy all or substantially all of the Premises,
then either party may terminate this Sublease by giving the other party written notice of
termination within thirty (30) days after the occurrence of the damaging event.
(b) If the Sublessor shall at any time determine that Allie's Cabin is obsolete and Sublessor or a
third party shall adopt a plan to reconstruct and renovate Allie's Cabin, Sublessor shall give
Sublessee written notice thereof. Upon giving such notice, Sublessor shall have the option to
terminate this Sublease by giving written notice of termination to Sublessee within thirty (30)
days after it gives Sublessee notice of the Sublessor's determination. If Sublessor shall not so
terminate this Sublease, this Sublease shall continue in full force and effect. If Sublessor elects
to terminate this Sublease, this Sublease shall terminate as of the day any reconstruction or
renovation.in the Premises shall commence, as the case may be. Thereupon, Sublessee shall
surrender to Sublessor the Premises and all interest therein under this Sublease arid .SUblessor
may re-enter and take possession of the Premises and remove Sublessee therefrom
11. ASSIGNMENT AND SUBLETTING. Sublessee shall not assign, convey, mortgage,
hypothecate or encumber this Sublease or any interest herein or sublet all or any part of the
Premises, or suffer or permit the Premises or any part thereof to be used by others at any time
during the Term hereof without the prior written consent of Sublessor.
12. QUIET ENJOYMENT. Sublessor covenants that Sublessee, conditioned upon
Sublessee's performance and observance of the covenants and agreements herein contained,
shall have the quiet and peaceful possession of the Premises during the Term of this Sublease.
13. TAXES, UTILITIES AND INSURANCE. Sublesseeor covenants to pay all ad valorem
taxes and any special assessment taxes or charges attributable to the Premises that are due or
may become due during the Term hereof. Sublessee shall pay the cost of utility connection
attributable to the 800 MHz system. Sublessor may require Sublessee to separately meter its
utilities. Sublesseeor shall maintain, at its sole cost and expense, during the term hereof policies
of (a) comprehensive general liability insurance in an occurrence format in an amount of
$1,000,000 per occurrence, including the following coverages: personal injury, broad form
property damage and premises operations and (b) property insurance insuring Sublessee's 800
MHz system against all risks of loss or damage from any cause, including fire, lightning, theft,
vandalism, comprehensive, and exended coverage, for not less that the full replacement value
without deduction for depreciation. Sublessee agrees to provide Sublessor with certificates of
insurance evidencing the policies listed above upon execution hereof.
Allie's Cabin Sublease final.doc 3
EAGLE COUNTY ATTORNEY ID:970-328-5219 MAY 27'99 10:52 No.003 P.02
"►'
14. DEFAULT. The occurrence or existence of any one or more of the following events
or circumstances shall constitute default hereunder by Sublessee:
(a) Sublessee shall fail to pay within 30 days after written notice of default by
Sublessor, any sum payable by Sublessee under the terms of this Sublease.
(b) Sublessee shall neglect or fall to perform or observe any of the covenants
herein contained on Sublessee's part to be performed or observed and Sublessee shall fail to
remedy such default within 30 days after Sublessor shall have given to Sublessee written notice
specifying such neglect or failure.
(c) This Sublease or the Premises or any part thereof shall be taken upon
.execution or by other process of law directed against Sublessee, or shall be taken upon or
subject to any attachment at the instance of any creditor of or claimant against Sublessee, and
such attachment shall not be discharged or disposed of within fifteen (15) days after the levy
thereof.
(d) Sublessee shall vacate or abandon the Premises,
(e) Sublessee shall (i) admit in writing its inability to pay its debts generally
as they become due; (ii) make an assignment of all or a substantial part of its property for the
benefit of creditors; (iii) apply for or consent to or acquiesce in the appointment of a receiver,
trustee or liquidator of Sublessee of all or a substantial part of Sublessee's prop ertyor of the
Premises or of Sublessee's interest in this Sublease; or (iv) file a voluntary petition
i
bankruptcy or a petition or an answer seeking reorganization under any bankruptcy or
insolvency law or an arrangement with creditors, or take advantage of any insolvency law or file
an answer admitting the material allegations of a petition filed against Sublessee in any
bankruptcy, reorganization or insolvency proceedings.
(f) The entry of a court order, judgment or decree without the application,
approval or consent of Sublessor, approving a petition seeking reorganization of Sublessee
under any bankruptcy or insolvency law or appointing a receiver, trustee or liquidate o
Sublessee of all or a substantial part of Sublessee's property or of the premises or of
Sublessee's interest in this Sublease, or adjudicating Sublessee such a bankrupt or insolvent,
and such order, judgment or decree shall not be vacated, set aside or stayed within 30 days
from the date of entry.
15. REMEDIES. (a) If Sublessee shall default under this Sublease as set forth in
Section 14, Sublessor shall have the following rights and remedies, in addition to all other
remedies at law or equity, and none of the following, whether or not exercised by Sublessor
shall preclude the exercise of any other right or remedy whether herein set forth or existing at
law or equity. (b) Sublessor shall have the right to terminate this Sublease by giving Sublessee
notice in writing at any time. No act by or on behalf of Sublessor such as entry on the Premises
by Sublessor to perform maintenance and repairs and efforts to relet the Premises, other than
giving Sublessee Written notice of termination, shall terminate this Sublease. if Sublessor gives
g title and interest of
such notice, this Sublease and the Term hereof as well as any right,
Sublessee under this Sublease shall wholly cease and expire in the same manner and with the
same force and effect (except as to Sublessees liability) on the date specified in such notice as
if such date were the expiration date of the Term of this Sublease without the necessity of
re-entry or any other act on Sublessor's part. Upon any termination of this Sublease,
Sublessee shall quit and surrender to Sublessor the Premises as set forth in Section 17. If this
Sublease is terminated. Sublessee shall remain liable to Sublessor for all rent and other sums
Al 1.1 P ' s (.".3bin Stuhleasr f ina) , doe
accrued and unpaid hereunder to the date of termination bf this Sublease and Sublessor shall
be entitled to recover from Sublessee the worth at the time of the award of the amount by which
the unpaid rent and other sums for the balance of the Term exceeds the amount of such loss
-for the same period that could have been reasonably avoided.
16. INDEMNITY. To the extent permitted by law, Sublessee agrees to indemnify and hold
free, clear and harmless Sublessor and its parent companies, subsidiaries, affiliates, officers,
agents, and employees from any and all demands, claims, causes of action, damages, liabilities,
losses, costs, charges, penalties, obligations, judgments, fines and expenses (including, without
limitation, attorneys' fees) of any kind whatsoever, in connection with, arising out of or by reason
of, Sublessee's Installation, operation, use; and maintenance of the 800 MHz system, and/or any
breach, violation or nonperformance by Sublessee, or its agents, servants, employees, 3icensees,
or invitees, 'of any covenant or provision of this Sublease or any law, ordinance, rule, regulation
or order.
17. END OF TERM. At the termination of this Sublease, Sublessee agrees to quit and
surrender the Premises to Sublessor in as good order and condition as of the commencement
date hereof, normal wear and tear excepted.
18. ASSIGNMENT. Sublessee shall not sell, assign or transfer this Sublease or sublet
the Premises without the prior written consent of the Sublessor.
19. MISCELLANEOUS.
a. Nothing herein shall be construed as creating a partnership between Sublessor
and Sublessee, and the parties hereto expressly.agree that they have no such
intention or desire in entering into this Sublease.
b. The captions of each section are added as a matter.of convenience only and
shall be considered of no effect in the construction of any provision of this
Sublease.
c. This Sublease is being executed and delivered In Colorado and shall be
construed in accordance with and governed by the laws of the State of
Colorado.
d. The terms.and conditions of this Sublease may not be modified or amended
except in writing. This Sublease supersedes any and all prior agreements or
understandings among the parties hereto.
e. The parties hereto expressly waive any and all right to .a trial by jury of any
issues arising out of the Sublease.
Allie's Cabin Sublease final.doc 5
IN TNESS WHEREOF, the parties hereto have executed this Sublease this=�e day of
1999.
Sublessor: Sublessee:
BEAVEROREEK FOOD SERVICES, INC., EAGLE COUNTY,
a Colo rporation a Colorado political subdivision
By.
President Tifle:
r44
Date: IV& hi Date:
COUNTY OF EAGLE, STATE OF COLORADO,
by and through its BOARD of
COUNTY COMMISSIONERS
v
B
Johnette Phillips
Chairman
Attest:. t�v 4-.:
i
Clerk to the Board
of County Commissioners -
Allies Cabin Sublease final.doc 6
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Vail Associates, Inc.
........................................................
April 28, 1999
Mr. Robert Loeffler, Esq.
County Attorney's Office
Eagle County
P.O. Box 850
Eagle, CO 81631
... "7,
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J..lv Ate_
Re: Sublease of Allie's Cabin by Eagle County Sheriff
Dear Mr. Loeffler:
Enclosed please find four originals of the above referenced Sublease executed on
behalf of Beaver Creek Food Services, Inc. by Mr. Paul Testwuide. Please have
the Subleases executed and return one fully executed original via U.S. mail to:
Vail Associates, Inc.
P.O. Box 7
Vail, CO 81658
Attn: Legal Department
Should you have any comments or questions, please contact me at (970) 845-
2654.
Thank you.
Very truly yours,
Jason B. Carss
Vail Associates, Inc.
Legal Assistant L
Enclosure
PO Box 7 • Vail, Colorado. 81658 • phone 970 476 5601
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