HomeMy WebLinkAboutC98-283 EC Regional Transportation Auth Town of Vail lease agrmtEAGLE COUNTY REGIONAL TRANSPORTATION AUTHORITY/
TOWN OF VAIL LEASE AGREEMENT
THIS AGREEMENT, made and entered into as of the as t ` day of ri, I1998, by and
between the TOWN OF VAIL, COLORADO, a Colorado municipal corporation, hereinafter referred
to as the "Town", and EAGLE COUNTY, COLORADO, a body corporate and politic, acting
through its Regional Transportation Authority, hereinafter referred to as "Lessee".
WITNESSETH:
WHEREAS, the Town operates and maintains a transportation center in Vail, Colorado,
which is known as the Vail Transportation Center, hereinafter referred to as the "VTC"; and
WHEREAS, the Eagle County Regional Transportation Authority wishes to lease certain
space within the VTC for the sole purpose of ticket sales and information regarding local and
regional transportation; and
WHEREAS, all lease premises improvements will be paid for by Eagle County Regional
Transportation Authority; and
WHEREAS, the Town is willing to lease said space to the Eagle County Regional
Transportation Authority upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties agree as follows:
1. LEASED PREMISE • INSTALLATION: LATION• RELOCATION
in the VTC:
The Town hereby grants to Lessee the right to lease and occupy the following space
Space No. 400 consisting of a 9 foot x 9 foot (81 square feet) area located on level
4 ofthe VTC. This space must be vacated for the 1999 World Alpine Ski Championships.
The hours of operation will be from 8:00 a.m. to 6:00 p.m. in the winter season and
from 11:00 a.m. to 6:00 p.m. in the summer season. seven davc ner week hnth Avinter nnri
All the premises leased by the Lessee and set forth in this Section are hereinafter
collectively referred to as "the Premises."
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Lessee shall not enter the public area of the VTC between the hours of 2:00 a.m. to
5:00 a.m. during the ski season, and between the hours of 9:00 p.m. to 5:00 a.m. during the summer
season.
Lessee agrees to accept the premises in their existing condition and agrees not to
make any installation in the premises except as may be removed without damage to the premises.
Any installation in the premises shall be compatible in color, materials, and design to other facilities
and installations in the VTC and, further, no installation shall be made or retained except as
approved by the Town's Parking Superintendent. Upon cancellation or termination of this
Agreement, Lessee agrees to remove any installation from the premises, leaving them in essentially
the same condition as when first occupied, reasonable wear and tear excepted.
2. ALTERATIONS
Lessee shall make no alterations, additions or improvements in or to the premises
without the Town's prior written consent. All such work shall be performed in a good and
workmanlike manner.
Lessee shall pay or cause to be paid all costs for work done by or caused to be done
by it in or to the premises including all necessary permits and licenses and Lessee shall keep the
premises free and clear of all mechanic's liens and other liens on account of work done for Lessee
or persons claiming under. Should any liens be filed or recorded against the premises or any action
affecting the title thereto to be commenced, Lessee shall give the Town written notice thereof.
Lessee shall thereafter cause such liens, or claims against the -Town in lieu of liens, to be removed
of record within five (5) days after the filing thereof. If Lessee shall desire to contest any claim or
lien it shall furnish the Town with security satisfactory to the Town of at least one hundred fifty
(150) percent of the amount of the claim, plus estimated costs and interest. If a final judgment
establishing the validity or existence of any lien or claim for any amount as entered, Lessee shall pay
and satisfy the same at once.
Prior to the commencement of any work in or to tbP nrPmkPC by T r QrsAo Dell
notify the Town of the proposed work and the names and addresses of the persons supplying labor
and materials for the proposed work. During and prior to any such work on the premises, the Town
and its agents shall have the right to go upon and inspect the premises at all reasonable times.
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3. TERM OF AGREEMENT
The term of this Agreement shall be a period of five (5) years, July 1, 1998, through
June 30, 2003, unless sooner canceled as hereinafter provided.
4. LEASE RENT
a. For leasing Space No. 400 for the term of this Agreement Lessee agrees to pay
seventy-two hundred dollars ($7,200) in lease space improvements which shall be the property of
the Town of Vail upon completion. Lease space improvements shall be completed by J.L. Viele,
using materials and construction techniques that match the current interior of the VTC. Work shall
be completed by November 1, 1998.
b. Lessee shall provide map and information distribution services for the Town
of Vail Transit Department, from this location, for the term of the lease.
5. PLACE AND MANNER OF PAYMENTS
In all instances where Lessee is required by this Agreement, or any Amendment
hereto, to pay any rentals, compensation, or payments to the Town, such payments shall be made
without notice at the Finance Department of the Town of Vail, Colorado, in the Municipal Building
in Vail, Colorado, or at such other place as the Town may hereafter designate by notice in writing
to Lessee, and shall be made in legal tender of the United States of America. Any check given to
the Town shall be received by it subject to collection, and Lessee agrees to pay any charge incurred
by the Town for such collection.
6. MAINTENANCE AND REPAIRS
Lessee shall take good care of the premises and the fixtures and improvements
therein, including, without limitation, any storefront, doors, plate glass, windows, heating and air
conditioning system, plumbing, pipes, electrical wiring and conduits, and at its sole cost and
expense, perform maintenance and make repairs, restorations or replacements as and when needed
to preserve them in good working order and first class condition.
7. INDEMNIFICATION
The -Lessee hereby agrees to release, indemnify, and save harmless to the extent
allowed by law the Town, its officers, agents, and employees from and against any and all loss of,
or damage to, property, or injuries to, or death of, any person or persons, including property and
employees or agents, for which the Town would be held legally responsible, and shall defend,
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indemnify, and save harmless the Town, its officers, agents, and employees, from any and all claims,
damages, suits, costs including attorneys fees, expense, liability, actions, or proceedings or any kind
or nature whatsoever, of or by anyone whomsoever, in any way resulting from or arising out of,
directly or indirectly, any act or omission of the Lessee in connection with the operations of this
lease.
8. LIABILITY INSURANCE
Lessee agrees at Lessee's own expense to maintain in full force during the Lease
Term comprehensive policies, including property damage, which will cover Lessee and Town against
liability for injury to persons and/or property, and death- of any person or persons occurring in or
about the Premises. Town agrees that coverage may be provided by the Colorado Counties Property
and Casualty Pool. Each policy shall be approved as to form by Town. The liability under such
insurance shall not be less than $500,000 for any one person injured or killed, and not less than
$1,000,000 for any one accident and not less than $100,000 property damage. The policies shall
name as insured parties Lessee and Town and any persons, firms or corporations designated by
Town, and shall contain a clause that the insurer will not cancel or change the insurance without first
giving Town thirty (30) days' prior written notice.
9. FIRE INSURANCE
Lessee agrees to carry fire insurance to cover fire loss on the premises to. its personal
property and equipment used in the operation of this Agreement. Lessee agrees that if such personal
property or equipment shall be damaged or destroyed by fire, or any other cause, said damage shall
be promptly repaired or new equipment shall be promptly substituted thereof, all at the expense of
Lessee, and without expense to the Town.
10. INJURY TO PERSON OR PROPERTY
a. Lessee covenants and agrees that the Town, its agents, servants and employees
shall not at any time or to arty extent whatsoever be liable, responsible or in any way accountable for
any loss, injury, death or damage .to persons or property or otherwise which at Ri1y tinnP mqv ariQA
in connection with the premises or be suffered or sustained by Lessee, its agents, servants or
employees, or by any other person rightfully on the premises for any purpose whatsoever, whether
such loss, injury, death or damage shall be caused by or in any way result from or arise out of any
act, omission or negligence of Lessee, its agents, servants or employees or of any occupant,
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subtenant, visitor or user of any portion of the premises, or shall result from or be caused by any
interference with or obstruction of deliveries to the premises by any person or by the loss or
destruction by any person of furniture, inventory, valuables, files or any other property kept or stored
on or about the premises or by any other matter or thing unless resulting solely from the gross
negligence or willful misconduct of the Town, its agents, servants or employees. Lessee shall
forever indemnify, defend, hold and save the Town free and harmless of, from and against any and
all demands, claims, causes of action, liabilities, losses, damages or judgments on account of any of
the foregoing provided that this indemnity shall not extend to damages resulting solely from the
gross negligence or willful misconduct of the Town, its agents, servants or employees. The
foregoing obligation to indemnify shall include indemnification to the Town for all costs, expenses
and liabilities (including, but not limited to, attorneys fees) incurred by the Town in investigating
and defending any of the matters covered hereby. Lessee hereby waives all claims against the Town,
its agents, servants and employees for damages to furnishings, fixtures, Lessee's improvements and
betterments, goods, wares, merchandise or other property, in or upon or about the premises, and for
injuries to or death of persons in or about the premises, and for loss of income or goodwill in
connection therewith arising from any cause at any time other than damages resulting solely from
the gross negligence or willful misconduct of the Town, its agents, servants or employees. In no case
shall Lessee indemnify the Town in excess of the extent allowed by Colorado law. .
b. The Town, its agents, servants and employees shall not be liable for injury,
death or damage which may be sustained by the improvements, betterments, persons, goods, wares,
merchandise or property of Lessee, its agents, servants, employees, invitees or customers or any other
person in or about the premises caused by or resulting from fire, explosion, falling plaster, steam,
electricity, gas, water, rain or snow, leak or flow of water, rain, or snow from or into part of the
building or from the roof, street, subsurface or from any other place or by dampness of from the
breakage, leakage, obstruction or other defects bf the pipes, sprinklers, wires, appliances, plumbing,
air conditioning or lightiniz fixtures of the building or the nrF-micPs. nr -who tt,A_ r -R! f-b di,,,qRo
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results from conditions arising upon the premises or upon other portions of the building or from
other sources. The Town shall not be liable for any damage arising from any act or neglect of any
other lessee or occupant of the Vail Village Transportation Center or from any owner or occupant
of any residential or commercial unit in the building.
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C. If the Town shall at any time determine the building is obsolete and shall
adopt a plan to reconstruct and renovate the building, the Town shall have the option to terminate
this lease by giving written notice of termination to the Lessee within thirty (30) days after the giving
of notice. If the Lessee shall not so terminate this lease, this lease shall continue in full force and
effect and, if any reconstruction and renovation of the building shall render all or a part of the
premises untenable, the minimum rent due hereunder shall be proportionally abated during the period
in which all are a part of the premises is untenable as certified by the Town. Any such abatement
of minimum rent shall be in the amount equal to the proportion thereof the gross leasable area of the
premises rendered untenable there to the premises gross leasable area (as the same may change over
the time as the reconstruction and renovation proceeds). If Landlord elects to terminate this lease,
this lease shall terminate as of the date any reconstruction or renovation in the premises shall
commence or the date on which the sale of the building shall be closed, as the case may be.
Thereupon, Lessee shall surrender to the Town the premises and all interest therein under this lease
and the Town may reenter and take possession of the premises and remove Lessee therefrom. Lessee
shall pay rent, duly apportioned as of the date of such termination of this lease, and the Town and
Lessee shall be free and discharged from all obligations arising hereunder after the date of such
termination.
11. INSURANCE REQUIRED OF ANY CONTRACTOR PERFORMING WORK FOR
LESSEE
Lessee shall require that any contractor who performs work for Lessee on the leased
premises will furnish a good and sufficient performance bond in an amount not less than the full
amount involved in the contract as surety for the faithful performance of the contract by the
contractor, and for the payment of all persons performing labor and furnishing material in connection
with the work. Lessee shall further require the contractor who does any work on the leased premises
to procure adequate contractors general public liability and property damage insurance and
workmen's compensation insurance. Lessee shall before the commennemPnt of arxr ,%vnr4 fi,.►,;�1. +t.o
Town with evidence that its contractor is adequately covered as herein provided. If at any time
during the continuance of the contract as surety in the contractors bond or bonds become defunct or
otherwise irresponsible, the Town shall have the right to require additional and sufficient sureties
which the contractor shall furnish within ten (10) days after notification to do so.
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12. THIRD PARTIES
This Agreement does not, and shall not be deemed or construed to, confer upon or
grant to any third party or parties any right to claim damages or to bring any suit, action, or other
proceeding against either the Town or Lessee because of its execution, attempted execution, or the
terms hereof.
13. TAXES. COMPENSATION INSURANCE AND LICENSES
Lessee agrees to pay promptly all taxes, excises, license fees,_ and permit fees of
whatever nature, applicable to its operation in the VTC, and to take out and keep current all licenses,
municipal, state or federal, required for the conduct of its business hereunder, and further agrees not
to permit any of said taxes, excises, or license fees to become delinquent. Lessee further agrees at
all times to maintain adequate Workmen's Compensation insurance (including occupational disease)
with an authorized insurance company, or through the Colorado State Compensation Insurance Fund,
insuring the payment of compensation to all its employees in connection herewith. Lessee further
agrees to fiunish the Town, upon request, duplicate receipts or other satisfactory evidence showing
the prompt payment by it of social security, unemployment compensation, and Workmen's
Compensation insurance, all required licenses, and all taxes. Lessee further agrees to pay promptly
when due, all bills, debts, and obligations incurred by it in connection with its operation of said
business at the VTC, and not to permit the same to become delinquent, and to suffer no lien,
mortgage, judgment, execution, or adjudication in bankruptcy which will in any way impair the
rights of the Town under this Agreement.
14. CASUALTY
a. If the premises shall be damaged by fire or any other cause and the Town shall
elect to repair the damage, this lease shall continue in full force and effect and, if such damage shall
render all or part of the premises untenable, the minimum rent due hereunder shall be proportionally
abated (based on the proportion of the premises rendered untenable) from the date of such damage
until such time as the premises have been made tenahle Nnun-vi-r thPrP ch'All yo ab2t:-T--M±
rent if the fire or other cause of the damage shall be caused by the negligence or misconduct of the
Lessee, its agents, servants or employees, or by any other persons entering upon the premises or the
building by the expressed or implied invitation of the Lessee.
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b. If the premises are damaged by fire or other cause and the Town shall elect
not to repair such damage, then this lease shall automatically terminate upon and effective as of the
giving of notice by the Town of such election. Thereupon within thirty (30) days of the receipt of
such notice, Lessee shall surrender to the Town the premises and all interest under this lease and the
Town may reenter and take possession of the premises and remove Lessee therefrom. Lessee shall .
pay rent duly apportioned as of the date of such termination of this lease, and the Town and the
Lessee shall be free and discharged from all obligations arising hereunder after the date of such
termination.
C. The Town shall notify Lessee of the decision of the Town to repair any
damage to the premises promptly after making such decision. If the Town elects to repair,
reconstruct or restore the premises or the building after any such damage, the Town shall promptly
commence and with due diligence complete the repair, reconstruction and restoration of the premises
so far as practical to the condition in which the premises or the building were immediately prior to
such damage. In no event shall the Town be required to make any repairs or replacements to or of
any of Lessee's lease hold improvements, fixtures, equipment, furniture, furnishings and personal
property. Should the Town insure the personal property, furnishings, and equipment located within
the premises, any proceeds received by the Town for damage to said personal property shall become
the property of the Lessee.
15. ASSIGNMENT AND SUBLETTING
Lessee shall not assign, convey, mortgage, hypothecate or encumber this lease or any
interest herein or sublet all or any part of the premises.
16. END OF TERM
Upon the expiration or other termination of the term of this lease, Lessee shall
promptly quit and surrender to the Town the premises, broom cleaned, in good order and first class
condition, ordinary wear excepted. If Lessee is not then in default hereunder, Lessee may remove
from the premises any trade fixtures, equipment, and movable furniture and exhibits ctored thPrP�n
by Lessee, whether or not such trade fixtures or equipment are fastened to the building, provided
however, that under no circumstances shall any trade fixture or equipment be removed without the
Town's written consent if such fixture or equipment is used in the operation of the building or
improvements or the removal of such fixture or equipment will result in impairing the structural
strength of the building or improvements. Whether or not Lessee is in default hereunder, Lessee
shall remove such alterations, additions, improvements, trade fixtures, equipment and furniture as
the Town shall require. Lessee shall fully repair any damage occasioned by the removal of any trade
fixtures, equipment, furniture, alterations, additions and improvements. All trade fixtures,
equipment, furniture, inventory, effects, alterations, additions and improvements not so removed
shall conclusively be deemed to have been abandoned and may be appropriated, sold, stored,
destroyed, or otherwise disposed of by the Town without notice to the Lessee or any other person
and without obligation to account therefor; and Lessee shall pay the Town for all expenses incurred
in connection with such property, including, but not limited to, the cost of repairing any damage to
the building or premises caused by removal of such property. Lessee's obligation to observe and
perform this covenant shall survive the expiration or other termination of this lease.
17. HOLDOVER
If Lessee or any assignee, subtenant or other transferee of or from Lessee shall remain
or continue to be in possession of the premises or any part thereof after the end of the term of this
lease, at the Town's option, Lessee shall be deemed to be illegally retaining possession or shall be
deemed to be a month -to -month tenant of the premises on all the terms and conditions of this lease
except that the monthly rent shall be in an amount equal to three hundred percent (300%) of the
monthly rent payable immediately prior to the end of the term. In the vent of any unauthorized
holding over, Lessee shall indemnify the Town against all claims for damages by any person to
whom the Town may have leased all or any part of the premises effective after the termination of this
lease. Nothing herein contained shall be construed to limit the Town's right to obtain possession of
the premises upon termination of this lease by unlawful detainer proceedings or otherwise in the
event that the Town does not exercise its option to treat the continued possession by the Lessee as
a month -to -month tenancy.
18. DEFAULT
The occurrence or existence of any one or rrmnrP of the fnlln-xrir" ej!e, o ..r
circumstances shall constitute a default hereunder by Lessee.
a. Lessee shall fail to pay when due any installment of rent, additional rent or
any other sum payable by Lessee under the terms of this lease;
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b. Lessee shall neglect or fail to perform or observe any of the covenants herein
contained on Lessee's part to be performed or observed and Lessee shall fail to remedy such default
within ten (10) days after the Town shall have given to Lessee written notice specifying such neglect
or failure (or within such period, if any, as may be reasonably required to cure such default if it of
such nature that it cannot be cured within such ten day period, provided that Lessee commences to
remedy such default within such ten day period and proceeds with reasonable diligence thereafter
to cure such default);
C. This lease or the premises or any part thereof shall be taken upon execution
or by other processes of law directed against Lessee or shall be taken upon or subject to any
attachment at the instance of any creditor of or claimant against Lessee, and such attachment shall
not be discharged or disposed of within fifteen (15) days after the levy thereof;
d. Lessee shall vacate or abandon the premises (which shall be defined to
include, but not be limited to, any absence by Lessee from the premises for five (5) or more days
while otherwise in default under this lease) or lock them so as to prevent entry therein of the Town
or its representatives as permitted by the terms of this lease;
e. Lessee shall remove or attempt to remove any goods or property from the
premises other than in the usual course of business;
f. Lessee or any guarantor of Lessee's obligations hereunder shall:
become due, .
benefit of creditors,
i. Admit in writing its inability to pay its debts generally as they
I Make an assignment of all or a substantial part of its property for the
iii. Apply for or consent to or acquiesce in the appointment of a receiver,
trustee or liquidator of Lessee or such guarantor or of all or a substantial part of Lessee's or such
guarantor's property or of the premises or of Lessee's interest in this lease, or
iv. File a voluntary petition in hanknintcy nr a petition or an tiY1C�7VPr
seeking reorganization under any bankruptcy or insolvency law or any arrangement with creditors,
or take advantage of any insolvency law or file an answer admitting the material allegations of a
petition filed against Lessee or such guarantor in any bankruptcy, reorganization or insolvency
proceedings; or
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g. The entry of a court order, judgment or decree without the application,
approval or consent of Lessee or any guarantor of Lessee's obligations hereunder, as the case may
be, approving a petition seeking reorganization of Lessee or such guarantor under any bankruptcy
or insolvency or appointing a receiver, trustee or liquidator of Lessee or such guarantor or of all or
a substantial part of Lessee's or such guarantor's property or of the premises or of Lessee's interest
in this lease, or adjudicating Lessee or such guarantor a bankrupt or insolvent, and such order,
judgment or decree shall not be vacated, set aside or staid within thirty (30) days from the date of
entry.
19. REMEDIES
If Lessee shall default under this lease as set forth in the preceding section, the Town
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 the Town, shall preclude the exercise of any other
right or remedy whether set forth in this agreement or existing at law or equity:
a. The Town shall have the' right to terminate this lease by giving Lessee notice
in writing at any time. No act by or on behalf of the Town,. such as entry of the premises by the
Town to perform maintenance and repairs and efforts to relet the premises, other than giving Lessee
written notice of termination, shall terminate this lease. If the Town gives such notice, this lease and
the term hereof as well as the right, title and interest of Lessee under this lease shall wholly cease
and expire in the same manner and with the same force and effect (except as to Lessee's liability on
the date specified in such notice as if such date were the expiration date of the term of this lease
without the necessity of reentry or any other act on the Town's part. Upon any termination of this
lease, Lessee shall quit and surrender to the Town the premises as set forth in Section 17. If this
lease is terminated, Lessee shall remain liable to the Town for all rent and sums accrued and unpaid
hereunder to the date of termination of this lease and the Town shall be entitled to recover from
Lessee the worth at the time of the award at 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 nerind that T Pcm-p rro, ,reF r-rwlhj
have been reasonably avoided.
b. The Town may without demand or notice reenter and take possession of the
premises or any part thereof and repossess the same as of the Town's former estate and expel the
Lessee and those claiming through or under, and remove the effects of any and all such persons
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(forcibly, if necessary) without being deemed guilty of any manner of trespass, without prejudice to
any remedies for arrears of rent or preceding breach of covenants and without terminating this lease
or otherwise relieving Lessee of any obligation hereunder. Should the Town elect to reenter as
provided in this Section 19(b), or should the Town take possession pursuant to legal proceedings or
pursuant to any notice provided for by law, the Town may from time to time, without terminating
this lease, relet the premises or any part thereof for such term or terms and at such rental or rentals
and upon such other conditions as the Town may in its absolute discretion deem advisable, with the
right to make alterations and repairs to the premises. No such reentry, repossession or reletting of
the premises by the Town shall be construed as an election on the Town's part to terminate this lease
unless a written notice of termination is given to the Lessee by the Town. No such reentry,
repossession or reletting of the premises shall relieve the Lessee of its liability and obligation under
this lease, all of which shall survive such reentry, repossession or reletting. Upon the occurrence of
such reentry or repossession, the Town shall be entitled to the amount of the monthly rent, and any
other sums, which would be payable hereunder if such reentry or repossession had not occurred, less
the net proceeds, if any, of any reletting of the premises after deducting all of the Town's expenses
in connection with such reletting, including but without limitation, all repossession costs, brokerage
commissions, legal expenses, attorneys fees, preparation for such reletting. Lessee shall pay such
amount to the Town on the days on which the rent or any other sum is due hereunder would have
been payable hereunder if possession had not been retaken. In no event shall Lessee be entitled to
receive the excess, if any, of net rent collected by the Town as a result of such reletting over the sums
payable by the Lessee to the Town hereunder.
C. If the Lessee shall default in making any payment required to be made by
Lessee (other than payments of rent) or shall default in performing any other obligations of Lessee
under this lease, the Town may, but shall not be obligated to, make such payment on behalf of the
Lessee or expend such sum of money as may be necessary to perform such obligation. All sums so
expended by the Town with interest thereon at the rate provided in CPrtinn ?Of chill hP repa;A tt,o
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Lessee to the Town on demand. No such payment or expenditure by the Town shall be deemed a
waiver of Lessee's default nor shall it affect any other remedy of Lessee by reason of such default.
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d. If the Lessee shall default in making payment of any rent or other sum due
under this lease, Landlord may charge and the Lessee shall pay upon demand penalty and interest
thereon at the rate provided in Section 20f.
e. In any action of unlawful detainer commenced by the Town against the Lessee
by reason of any default hereunder, the reasonable rental value of the premises for the period of the
unlawful detainer shall be deemed to be the greater of the amount of rent, additional rent and other
sums reserved in this lease for such period or the actual rent, additional rent and other sums paid for
the comparable period of the preceding year unless the Town and the Lessee shall prove to the
contrary by competent evidence.
f. Whenever Lessee shall be required to make payment to the Town of any sum
with interest, interest on such sum shall be computed from the date such sum is due until paid, at an
interest rate equal to the discount rate of the Federal Reserve Bank of New York (as the same may
change over time) plus four percent (4%) per annum, except in the case of past due rent. If rent is
not received by the Landlord on or before the first of the month, the sum of ten dollars ($10.00) per
day shall be charged to the Lessee as additional rent.
20. SIGNS
Lessee shall not install, place, inscribe, paint or otherwise attach and shall not permit
any sign, advertisement, notice, marquis or awning on any part of the outside of the premises
(including any portion of the premises fronting on any interior corridor or lobby) or on any part of
the inside of the premises which is visible from outside the premises or on any part of the building
(including the outside walls and the roof) without the prior written consent of the Town in each
instance. Any permitted signs shall comply with the requirements of the Town of Vail and the
Lessee shall be solely responsible for such compliance. Lessee shall, at its own expense, maintain
in first class condition all permitted signs and shall, on the expiration or termination of this lease and
at its own expense., remove all such permitted signs and repair any damage caused by such removal.
The Town shall have the right to remove all non-nermitted sisrnc withn»t notirP to T PccPP ri t the
expense of the Lessee. Lessee's obligation under this Section 21 shall survive the expiration or
termination of this lease.
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21. NO IMPLIED WAIVER
The failure of the Town to seek redress for violation of or to insist upon the strict
performance of, any covenant or condition of this lease shall not prevent a subsequent act, which
would have originally constituted a violation, from having all the force and effect of an original
violation. If it should be necessary or proper for the Town to bring any action under this lease or to .
place this lease with any attorney for the enforcement of any of the Town's rights hereunder, then
Lessee agrees to pay the Town's reasonable attorney's fees and all expenses and court costs. The
receipt by the Town of any rent with knowledge of the breech of any covenant of this lease shall not
be deemed a waiver of such breech. No provision of this lease shall be deemed to have been waived
by the Town unless such waiver is in writing. signed by the Town. No act or thing done by the Town
or the Town's agents during the term of this lease shall deemed an acceptance or a surrender of the
premises and no agreement to accept such surrender shall be valid unless in writing signed by the
Town. No payment by Lessee, or receipt by the Town of a lesser amount than the rent due hereunder
shall be deemed to be other than on account of the earliest stipulated rent, nor shall any endorsement
or statement on any check or any letter accompanying any check or payment as rent be deemed in
accordance satisfaction, and the Town may accept such check or payment without prejudice to the
Town's right to recover the balance of such rent or pursue any other remedy available to the Town.
22. NO REPRESENTATIONS BY THE TOWN: ENTIRE AGREEMENT
The Town and the Town's agents have made no representations, warranties,
agreements or promises with respect to the premises, the center or the building except such as are
expressed herein. The Town nor its agents have made no representations, warranties, agreements
or promises with respect to the exact size of the premises. The entire contract of the parties is
contained and there are no promises, agreements, representations, warranties, conditions or
understandings, either oral or written between them other than as are set forth in this agreement.
23. NO PARTNERSHIP
Notwithstanding anything contained in this agreement to the contrary the_ Tntxm ;c
./ ,
not and shall not in any way or for any purposes become principal or partner of Lessee in the conduct
of its business, or otherwise, or a joint venturer or member of a joint enterprise with the Lessee.
14
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24. MISCELLANEOUS
a. If any provision of this lease shall prove to be illegal, invalid or unenforceable,
the remainder of this lease shall not be affected thereby.
b. Except as provided herein, no amendment, alteration, modification or addition
to this lease shall be valid or binding unless in writing and signed by the party or parties to be bound
thereby.
C. The caption of each section is added as a matter of convenience only, and to
be considered of no effect in the construction of any provisions of this lease.
d. The covenants, conditions and agreements contained in this lease shall bind
and inure to the benefit of the Town, the Lessee, the respective heirs, distributives, executors,
administrators, successors, and subject to the terms of this agreement, their assigns.
e. This lease shall be governed and interpreted in accordance with the laws of
the State of Colorado.
f. Budget/Appropriation. Notwithstanding anything to the contrary contained
in this Lease, Lessee shall have no obligations under this Lease, nor shall any payment be made to
Town in respect of any period after any December 31 of each calendar year during the term of this
Lease, without any appropriation therefor by the County in accordance with a budget adopted by the
Board of County Commissioners in compliance with the provisions of Article 25 of Title 30 of the
Colorado Revised Statutes, the Local Government Budget Law (C.R.S. Section 29-1-101, et seq.)
And the TABOR Amendment (Constitution, Article X, Sec. 20).
25. INSPECTION
The Town shall have the right to enter the leased premises for the purpose of
inspecting or protecting the premises and doing all things which the Town may deem necessary for
the protection of the VTC and the premises.
26. COMPLIANCE WITH ALL LAWS AND REGULATIONS
Lessee agrees not to use or permit the nremigeq to hp ,igpd fnr any, „�„ nefa
1
by the laws of the United States or the State of Colorado or ordinances of the Town of Vail, and it
further agrees that it will use the roadways and other areas of the premises in accordance with all
general rules and regulations adopted by the Town or its Parking Superintendent for the governing
and operation of the premises, either promulgated by the Town or said Superintendent on its or his
15
IAWN ld�
own initiative or by or in compliance with regulations or actions or any Federal agency authorized
to regulate interstate travel to and from said premises. The Lessee further agrees to comply in all
respects with the Town Ordinance No. 11 of 1988 prohibiting smoking in Town owned vehicles and
facilities.
27. UTILITIES
The Town agrees that it will, at its own expense, furnish the necessary electricity,
heating, lighting, trash removal, and water for the leased -premises. Janitorial and all other services
necessary to maintain the leased premises in a clean and orderly condition, as well as special lighting
lamps not normally finnished by the Town, are to be secured and supplied at Lessee's own cost and
expense.
28. NOTICES
All notices required to be given to Lessee hereunder shall be given by certified or
registered mail addressed to Lessee at Eagle County Regional Transportation Authority, Post Office
Box 1564, Avon, Colorado 81620; all notices required to be given the Town shall be given by
registered or certified mail to the attention of the Town Manager at 75 South Frontage Road, Vail,
Colorado 81657; provided, however, the parties, or either of them, may designate in writing from
time to time a substitute address for said notices.
29. NO DISCRIMINATION
Lessee, for itself, its successors and assigns, as a part of the consideration hereof, does
hereby covenant and agree as a covenant running with the land that in the event facilities are
constructed, maintained, or otherwise operated on the property covered hereby for a purpose for
which a Federal Department of Transportation program or activity is extended or for another purpose
involving the provision of a similar service or benefit, Lessee shall maintain and operate such
facilities and services in compliance with all other requirements imposed pursuant to Title 49, Code
of Federal Regulations, Department of Transportation Subtitle A, Office of the Secretary, Part 21,
Nondiscrimination in Federally -assisted programs of the Department of Trancnnrt?tine_-PfFPt-ti,atir%n
of Title VI of the Civil Rights Action of 1964, and as said regulations may be amended. That in the
event of breach of any of the above nondiscrimination covenants and the failure of Lessee to remedy
such breach for a period of thirty (30) days after receipt of written notice of the existence of such
breach, the Town shall have the right to terminate the Agreement and to reenter and repossess the
16
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premises covered hereby and the facilities therein and thereon, and hold the same as if said
Agreement had never been made or issued.
30. ATTORNEY FEES
Should either party to this Agreement bring suit to enforce this Agreement, it is
agreed that the prevailing party shall be entitled to recover its costs, expenses, and reasonable
attorneys fees. A prevailing party is a party that shall have obtained a final judgment or order no
longer subject to appeal. In the event of a settlement before final adjudication, both parties shall bear
their own respective costs, expenses, and reasonable attorneys fees, unless otherwise agreed.
31. 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
enforced to the fullest extent permitted by law.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be made the day
and year first above written.
TOWN OF VAIL, COLORADO,
a Colorado Municipal Corporation
8 R A L
By:—A�(.✓
W. McLaurin, Town
ATTEST:
,.�j1 �M#,,
CAECRTALSE
(Ai{lSii
1 er, •, 17
EAGLE COUNTY, COLORADO,
by and through the EAGLE
COUNTY TRANSPORTATION
AUTHORITY
By: t�
Ke R. Foley, Ch •man
ATTEST:
Connie Ickes, Clerk to the Eagle
County Regional Transportation
Authority
�IOTL rr
1. Ban2nnract
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4,
ro-pies to:
1. Accounting
Z.
3.
4.
