RESOLUTION OF THE BOARD OF COUNTY
COMMISSIONERS OF PITKIN COUNTY, COLORADO,
APPROVING A LEASE AGREEMENT BETWEEN
PITKIN COUNTY(" COUNTY") AND ALPINE LEGAL
SERVICES FOR SPACE AT THE MICHAEL W.
SCHULTZ HEALTH AND HUMAN SERVICES
BUILDING(" HHSB")
RESOLUTION NO.
2016
RECITALS:
1.
Pursuant to Section 2. 8 ( Actions) of the Pitkin County Home Rule Charter, the
Board of County Commissioners is authorized to approve matters of significant
importance, not requiring ordinance power, by Resolution.
2. Pitkin County(" County") is the owner of the premises knows as the Michael W.
Schultz Health and Human Services Building(" HHSB"), located at 405 Castle
Creek Road, Aspen, Colorado.
3.
The County has provided space as an in-kind contribution to local non-profit entities
on a yearly lease basis since 1992. The County desires to continue this practice.
4.
Alpine Legal Services desires to continue to lease space at the HHSB.
5.
The County supports the Community Non-Profit Lessees for uses that have been
established since 1992 and desires to continue such use by accommodating space for
Alpine Legal Services at HHSB.
6.
The BOCC finds that it is in the best interests of the citizens of Pitkin to approve
a lease agreement with Alpine Legal Services for space at HHSB.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of
Pitkin County, Colorado that:
1.
It adopt and authorize the Chair to sign the Resolution and to execute the lease
agreement in Attachment A in its present form or in a substantially similar form
approved by the County Attorney.
2.
It further authorizes the County Manager to sign any future amendments or
extensions to the lease agreement in a form satisfactory to the County Attorney.
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INTRODUCED AND FIRST READ ON THE
DAY OF
2016
AND SET FOR SECOND READING AND PUBLIC HEARING ON THE
OF
DAY
2016.
NOTICE OF PUBLIC HEARING AND TITLE AND SHORT SUMMARY OF THE
RESOLUTION PUBLISHED IN THE ASPEN TIMES WEEKLY ON THE
OF
DAY
2016.
NOTICE OF PUBLIC HEARING AND THE FULL TEXT OF THE RESOLUTION
POSTED ON THE OFFICIAL PITKIN COUNTY WEBSITE ( www.pitkincounty. com )
ON THE
2016.
DAY OF
ADOPTED AFTER FINAL READING AND PUBLIC HEARING ON
DAY OF
THE
2016.
PUBLISHED BY TITLE AND SHORT SUMMARY, AFTER ADOPTION, IN THE
ASPEN TIMES WEEKLY ON THE
DAY OF
2016.
POSTED BY TITLE AND SHORT SUMMARY ON THE OFFICIAL PITKIN COUNTY
WEBSITE ( www. pitkincountv. com) ON THE
DAY OF
2016.
ATTEST:
BOARD OF COUNTY COMMISSIONERS
By
By:
Jeanette Jones
Rachel E. Richards, Chair
Deputy County Clerk
Date:
APPROVED AS TO FORM:
MANAGER APPROVAL
John
Jon Peacock, County Manager
Ely, County Attorney
2
410TKIN
COUNT
LEASE AGREEMENT BETWEEN
ALPINE LEGAL SERVICES
AND PITKIN COUNTY, COLORADO
Contract Number
Ledger Number
This lease agreement is made and entered into on the 1st day of January, 2017, by and
between Alpine Legal Services, hereinafter referred to as " Lessee/ Agency", and the County of Pitkin
in the State of Colorado hereinafter referred to as the " County/ Lessor".
Whereas, Alpine Legal Services desires to rent an office space in the Michael W. Schultz Health and
Human Services Building, ( hereinafter referred to as the Schultz Health and Human Services
Building) 0405 Castle Creek Road, Aspen, CO, more fully described as Aspen Valley Hospital Sub
Lot: 1 Parcel A Health & Human Services Bldg., of approximately 169. 25 square feet for the 2017
calendar year.
Now, therefore, in consideration of the mutual covenants and promises contained herein, the parties
agree as follows:
1)
Term and Renewal of Agreement: The County/ Lessor hereby leases and demises for calendar
year 2017 to Alpine Legal Services the area designated as half of the area including Suite 111
shared in an equal 50/ 50 split with Alpine Legal Services in the Schultz Health and Human
Services Building. Absent any termination for cause under paragraph 16 of this Agreement, this
Agreement shall be for a period of one ( 1) year unless either party elects to terminate this
Agreement by serving a written notice to terminate this Agreement on the other party no later
than thirty( 30) days.
2) No Waste or Damage Covenant: During the period of this lease agreement Alpine Legal Services
shall maintain these offices in good shape and repair and return them to the County/Lessor in
substantially the same condition received normal wear excepted.
3) Damage to property: In the event of damage to the lessee' s offices or to any part of the building,
the lessee will be responsible for all repair costs. Assessment of damage and assignment of entity
to provide the repair shall be the responsibility of Pitkin County Facilities. Negotiation of
remediation of each incident shall occur with Pitkin County Facilities.
4) Payment: The rent is $ 25. 75 per square foot per year for the space rented by Alpine Legal
Services, totaling $ 4, 358. 19; however, the County/ Lessor shall provide an in- kind rent
contribution of$ 4, 358. 19 to Alpine Legal Services.
5)
Governing Law and Venue: This lease agreement has been entered into in the State of Colorado,
1
and the validity, interpretation and legal effect of this agreement shall be governed by the laws of
the State of Colorado. Jurisdiction for any disputes hereunder shall be in the courts in and of
Pitkin County and the State of Colorado.
6) Remodels To Premises: No remodeling or painting is to be done to premises without the written
consent of the County/ Lessor. This includes any alterations to the walls and ceilings to
accommodate phone and data lines, cable service, electrical outlets and light fixtures. Remodels
will be done at the Lessee/Agency' s cost unless the remodel is addressing a health or safety issue.
County/ Lessor must approve any credit of cost of remodeling before work commences.
7)
Responsibilities:
A. The Facilities Department of the County/Lessor is NOT responsible to move, build, haul,
repair or dispose of office furnishings ( including but not limited to bookshelves, desks,
appliances, cabinets, etc.) owned by nonprofits leasing space within the county buildings. In
the event that the facilities staff is asked to move, re- build, build, haul, repair or dispose of
said office furnishings the nonprofit may be billed for work, including time, materials, travel
time and landfill fees. The Facilities Department will be responsible for moving the nonprofit
in the event that the County/ Lessor has a need for the office space occupied by the nonprofit.
B. The Facilities Department is responsible for carpets, building repairs, capital upgrades,
heating/ cooling, plumbing, and electrical ( infrastructure), internal painting on a set schedule,
daily trash removal and common area cleaning. Requests for additions to the infrastructure
such as new or relocated outlets, moving cables, etc. shall be evaluated by the Facilities
Manager on a case by case basis. Lessee/ Agencies will be asked to pay for upgrades.
8) Building Concerns and Complaints: For issues regarding the physical operation of the building
contract facilities at the following:
All non- emergency requests should be sent as work order requests through Cartegraph
at https:// cartegraph.pitkincounty.corn/ Cartegraph/JntemalRequest.
For emergency issues please contact facilities at ( 970) 920- 5377 during regular
business hours.
Between hours of 6pm- 6am call our standby technician at ( 970) 471- 8392 ( emergencies
after-hours only).
9) Non-Assignment This lease agreement and the rights arising under it shall not be assigned or
transferred by Alpine Legal Services.
10) Occupancy Requirement: Pitkin County leases space in the Schultz Health & Human Services
Building to non-profit agencies that help further the community' s access to health and human
services. In order to best meet community needs, the County holds the right to cancel any lease
agreement with a tenant that does not occupy their space and actively provide services to the
community on an ongoing basis. Any lease for office space that is not actively used over the
period of three months will be reviewed and the lease may be revoked by the County.
I I) Binding Effect: This lease agreement shall be binding upon the parties hereto, their respective
2
heirs, successors and assigns.
12)
Covenant of Non- Interference: Alpine Legal Services agrees to undertake its activities in the
leased premises in a manner which will not interfere with other tenants and activities in the
building.
13) Utilities: The County/Lessor shall supply heating and electricity to the leased premises at no
additional charge.
14)
Phones
and data:
Alpine
Legal
Services
shall provide
its
own phone
service
and Internet
connections.
15) Use of Photocopier: The County/Lessor shall supply an operating photocopying machine and
copying paper for the use of tenants at a cost of$ 0. 02 per copy. This will be billed quarterly.
16) Termination for Cause and Unsuitability: In the event that the Lessee/ Agency shall default by
failing to perform, keep and observe any of the terms, covenants or conditions herein contained on
its part to be performed, as determined by the County, or the building or leased premises become
damaged or un-tenantable for any reason during the term hereof, the County/ Lessor shall have the
right to declare this lease terminated and require Alpine Legal Services to vacate the premises,
whereupon the parties shall have no further obligations hereunder.
17)
Indemnification: Lessee/Agency shall indemnify, hold harmless and, not excluding the
County/Lessor's right to participate, defend the County/ Lessor and its officers, officials, agents,
and employees ( hereinafter referred to as " County/ Lessor") from and against any and all
liabilities, claims, actions, damages, losses, or expenses including without limitation reasonable
attorneys' fees and costs, ( hereinafter referred to as " claims") for bodily injury or personal injury
including death, or loss or damage to tangible or intangible property caused, or alleged to be
caused, in whole or in part, by the negligent or willful acts or omissions of Lessee/Agency or any
of its County/ Lessor' s, officers, directors, agents, employees or contractors, arising out of or
related to Lessee/ Agency' s occupancy and use of the Leased Premises. It is the specific intention
of the parties that the County/ Lessor shall, in all instances, except for claims arising solely from
the negligent or willful acts or omissions of the County/ Lessor, be indemnified by Lessee/ Agency
from and against any and all claims. It is agreed that Lessee/ Agency will be responsible for
primary loss investigation, defense and judgment costs where this indemnification is
applicable. In consideration for the use and occupancy of the Leased Premises, the
Lessee/Agency agrees to waive all rights of subrogation against the state, its officers, officials,
agents and employees for losses arising from the use, occupancy or condition of the Leased
Premises.
18) Non-Waiver: The parties hereto understand and agree that the County/ Lessor is relying on, and
does not waive or intend to waive by any provision of this Contract, the monetary limitations or
any other rights, immunities, and protections provided by the Colorado Governmental Immunity
Act et seq., as from time to time amended, or otherwise available to the County/ Lessor, its
subsidiary, associated and/ or affiliated entities, successors, or assigns; or its elected officials,
3
employees, agents, and volunteers.
19) Insurance Requirements: Lessee/ Agency shall procure and maintain for the duration of the Lease,
insurance against claims for injury to persons or damage to property which may arise from or in
connection with this Lease.
The insurance requirements herein are minimum requirements for this Lease and in no way limit
the indemnity covenants contained in this Lease. The County/Lessor in no way warrants that the
minimum limits contained herein are sufficient to protect the Lessee/Agency from liabilities that
might arise out of this Lease. Lessee/ Agency is free to purchase such additional insurance as
Lessee/ Agency determines necessary.
A. Minimum Scope and Limits of Insurance: Lessee/ Agency shall provide coverage with
limits of liability not less than those stated below. An excess liability policy or umbrella
liability policy may be used to meet the minimum liability requirements provided that the
coverage is written on a" following form" basis.
a.
Commercial General Liability — Occurrence Form Policy shall include bodily
injury, property damage and liability assumed under an Insured Contract including
defense costs.
i. The policy shall be endorsed to include the following additional insured
language: " County/Lessor, its subsidiary, parent, associated and/ or affiliated
entities, successors,
or assigns, its elected officials, trustees, employees,
agents, and volunteers shall be named as additional insureds with respect to
liability arising out of the activities performed by, or on behalf of the
Contractor'.
ii. A Waiver of Subrogation shall apply in favor of the County/ Lessor, its
subsidiary, parent, associated and/ or affiliated entities, successors, or assigns,
its elected officials, trustees, employees, agents, and volunteers.
Minimum Limits:
General Aggregate
2, 000, 000
Products/ Completed Operations Aggregate
2, 000, 000
Each Occurrence Limit
1, 000, 000
Personal/ Advertising
1, 000, 000
Injury
Fire Damage Expense
Premises Medical Expense ( Each Person)
b.
1, 000, 000
5, 000
Property Insurance
i. Tenant shall be responsible for insuring its own property.
ii. The County/ Lessor shall be named as a loss payee on property coverage for
tenant improvements and betterments.
iii.
Property insurance shall be written on a Covered Cause of Loss- Special Form,
replacement cost coverage, including coverage for flood and earth movement.
4
iv. A waiver of subrogation applies in favor of the County/Lessor for any Lessor
Property.
Coverage for Lessee/ Agency' s Tenant
100% replacement cost
Improvements, Fixtures
Coverage for Loss
of
Amount equal to all Minimum
Rents
Annual Rent and other sums payable
under the lease
c.
Worker' s Compensation and Employers' Liability
Minimum Limits:
Coverage A( Workers' Compensation)
Coverage B ( Employers
Liability)
Statutory
100, 000
100, 000
500,000
B. Additional Insured Requirements: The policies shall include, or be endorsed to include,
the following provisions:
a. On insurance policies where the County/ Lessor is named as an additional insured, the
County/ Lessor shall be an additional insured to the full limits of liability purchased by
the Lessee/ Agency even if those limits of liability arc in excess of those required by
this Lease.
C. Notice of Cancellation: Each insurance policy required by the insurance provisions of this
Contract shall provide the required coverage and shall not be suspended, voided or canceled
except after thirty (30) days prior written notice has been given to the County/Lessor, except
when cancellation is for non-payment of premium, then ten ( 10) days prior notice may be
given. Such notice shall be sent directly to:
Jodi Smith, Facilities Director
485 Rio Grande Place, Unit# 101
Aspen, Colorado, 81611
Fax ( 970) 920- 5285
jodismith(a7pitkincounty.com
If any insurance company refuses to provide the require notice, the Contractor or its
insurance broker shall notify the County/ Lessor of any cancellation, suspension, non- renewal
of any insurance within seven ( 7) days of receipt of insurers' notification to that effect.
D. Acceptability of Insurers: Insurance is to be placed with insurers duly licensed or authorized
to do business in the state of Colorado and with an " AM. Best" rating of not less than AVII. The County/Lessor in no way warrants that the above-required minimum insurer rating
is sufficient to protect the Contractor from potential insurer insolvency.
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E. Verification of Coverage: Lessee/Agency shall furnish the County/Lessor with certificates
of insurance ( ACORD form or equivalent approved by the County/ Lessor) as required by this
Lease. The certificates for each insurance policy are to be signed by a person authorized by
that insurer to bind coverage on its behalf
All certificates and any required endorsements are to be received and approved by the
County/Lessor before the Lease commences. Each insurance policy required by this Lease
must be in effect at or prior to commencement of this Lease and remain in effect for the
duration of the Lease. Failure to maintain the insurance policies as required by this Lease or
to provide evidence of renewal is a material breach of contract.
All certificates required by this Lease shall be sent directly to:
Jodi Smith, Facilities Director
485 Rio Grande Place, Unit# 101
Aspen, Colorado, 81611
Fax( 970) 920- 5285
iodi. sm ith(nipitkincounty.com
The Pitkin County Facilities Department, Lease agreement number, and location description
are to be noted on the certificate of insurance. The County/ Lessor reserves the right to
require complete, certified copies of all insurance policies and endorsements required by this
Lease at any time. DO NOT SEND CERTIFICATES OF INSURANCE TO THE
COUNTY/ LESSOR' S RISK MANAGEMENT DEPARTMENT.
F. Approval: Any modification or variation from the insurance requirements in this Agreement
shall be made by Risk Management, whose decision shall be final. Such action will not
require a formal contract amendment, but may be made by administrative action.
20) Termination: This agreement may be terminated at any time for any cause by either party by 30day written notice to the other party at the addresses set forth below.
21) Removal of Property: It shall be the responsibility of the Alpine Legal Services at its own sole
cost and expense, within five days after the expiration of this Agreement, to remove office
equipment from the premises. Any equipment not removed within this period of time shall be
conclusively deemed to be abandoned by Alpine Legal Services and shall become the property of
the County/ Lessor.
22) Attorney' s Fees: In the event legal action is necessary to enforce any of the provisions of this
Agreement, the substantially prevailing party shall be entitled to its costs and reasonable
attorney' s fees.
23) Grant Award Contingency: The Alpine Legal Services acknowledges that occupancy of the
6
premises is contingent upon satisfactory and timely compliance with the terms, obligations and
provisions set forth in the Grant Award Agreement and that the parties' rights and obligations
pursuant to this Lease Agreement will terminate automatically upon termination or cancellation of
the Grant Award Agreement between Pitkin County and the Alpine Legal Services. Termination
of this Lease Agreement shall occur upon thirty (30) days written notice to the address set forth
below. Upon termination of this Lease Agreement, Lessee/ Agency shall vacate the premises.
Lessee/ Agency shall be responsible to County/Lessor for the cost of repairs, legal fees,
advertising and any other costs incurred in preparing the premises for re- renting.
24) Notice. Any notice required or permitted under this Agreement shall be in writing and shall be
hand-delivered or sent by registered or certified regular mail, postage pre- paid to the addresses of
the parties as follows. For the purpose of counting days for the notice period, the period shall
commence three days from the date of the postmark of the letter as mailed. Each party by notice
sent under this paragraph may change the address to which future notices should be sent.
Electronic delivery of notices shall also be deemed sufficient and considered delivered upon
receipt of confirmation of delivery on the part of the sender. The address for the Lessor and the
Lessee for notice are as follows:
With a Copy To:
To Lessor:
Board of County Commissioners of Pitkin County John M. Ely, Esq.
C/ O Facilities Director
Pitkin County Attorney' s Office
485 Rio Grande Place# 101
123 Emma Rd. Ste.204
Aspen, Colorado 81611
Basalt, Colorado 81621
To Lessee/ Agency:
Kimberly Gent, Esq.
Alpine Legal Services
405 Castle Creek Rd.
Aspen, CO 81611
25) Severability:
If any provision of this lease shall be declared invalid or unenforceable, the
remainder of the lease shall continue in full force and effect.
7
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed as of the
latest date written below.
LESSEE: ALPINE LEGAL SERVICES
By
Esq.
Executive Director, Alpine Legal Services
Kimberly
Gent,
Date
PITKIN COUNTY, COLORADO:
By
Jodi Smith
Date
Pitkin County Facilities Director
By
Jon Peacock,
Date
County Manager
By
John
Ely,
County Attorney
Date
MICHAEL W. SCHULTZ
HEALTH AND HUMAN SERVICES BLDG.
FIRST FLOOR
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