HomeMy WebLinkAbout20121057.tiff RESOLUTION
RE: APPROVE LEASE AGREEMENT AND AUTHORIZE CHAIR TO SIGN - NCMC, INC.
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with a Lease Agreement between the
County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld
County, and NCMC, Inc., commencing April 23, 2012, with further terms and conditions being
as stated in said lease agreement; said property being located at 3401 11th Avenue, Evans,
Colorado, and
WHEREAS, after review, the Board deems it advisable to approve said lease
agreement, a copy of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of
Weld County, Colorado, that the Lease Agreement between the County of Weld, State of
Colorado, by and through the Board of County Commissioners of Weld County, and NCMC,
Inc., be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said lease agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 23rd day of April, A.D., 2012.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST: �-
Sean P. Co ay, Chair
Weld County Clerk to the Board
,tom\ 4 illiam . Gataia, Pro- m
BY: i&Yv.-
t • r�qw,� r i ��
Deputy Cle to the Boar iii
.ara Kirkmeyer
QAAA
avid E. Long
'ou ty Attorney cf G( -w
ouglas ademacher
Date of signature: 5- as-/ a
1 o o Pansu cc,• 04
5_ 054 a 2012-1057
BC0043
LEASE
Property—3401 11th Avenue, Evans, Colorado
THIS LEASE referred to herein as "Agreement," is made and entered into this 23`d day
of April, 2012, by and between the COUNTY OF WELD, a political subdivision of the STATE
OF COLORADO, by and through the Board of County Commissioners of the County of Weld,
whose address is P.O. Box 758, 1150 O Street, Greeley, Colorado 80632, hereinafter referred to
as "Landlord" and NCMC, Inc., whose address is 1801 16th Street, Greeley, CO 80631, referred
to as "Tenant."
WITNESSETH:
That in consideration of the payment of the rent and the keeping and performance of the
covenants and agreements by Tenant, hereinafter set forth, Landlord hereby leases unto Tenant
the following described premises, situated in the County of Weld and in the State of Colorado,
to-wit: a building to house ambulances and ambulance personnel, including offices, located at
3401 11th Avenue, Evans, Colorado, hereinafter referred to as "the Premises."
TO HAVE AND TO HOLD the same with the appurtenances unto Tenant for the term set
forth below, at and for a rental of Six Hundred Seventy-five and no/100 ($675.00) per month,
being the sum of Eight Thousand One Hundred and no/100, ($8,100.00)per year. Said monthly
rent is payable on or before the first day of each calendar month at the office of the Landlord,
with the first monthly payment being due May 7, 2012.
Tenant, in consideration of leasing of the Premises, covenants and agrees as follows:
1. Tenant shall pay the rent to the Landlord at the address set forth above (or to any location
identified in writing by Landlord in the future);
2. Tenant shall use ordinary care when using the improvements found on the Premises.
Landlord agrees that Tenant may remove any existing signs and place any sign in or on
the interior or exterior of the Premises, with the requirement that all exterior signs must
be in compliance with all sign codes that may be established by the City of Evans and
must first be approved by Landlord prior to being placed. Tenant shall, during the
Agreement, maintain Tenant's signs in good condition and repair at Tenants sole cost and
expense. Said signs shall be removed at the end of the Agreement;
3. Tenant shall not sublet any part of the Premises, nor assign this Agreement or any interest
herein, without the prior written consent of the Landlord, which consent shall not be
unreasonably withheld; however, Landlord hereby consents to the sublease of the
Premises to Banner Health, an Arizona non-profit corporation, its affiliates and
subsidiaries;
Page 1 of 7 Pages
4. Tenant shall not use the Premises for any purpose other than for the purpose of offices
and housing for ambulances and personnel;
5. Tenant shall keep the Premises clean, and in the sanitary condition required by the
ordinances and the health and police regulations of the City of Greeley and/or the County
of Weld;
6. Tenant shall allow Landlord, at any reasonable hour of the day to enter into or upon and
go through and view the Premises, or to make any reasonable repairs to the Premises or
improvements or equipment therein. Repairs anticipated to require more than 4 hours to
complete shall require 24 hours notice to Tenant prior to commencement;
7. Tenant shall reimburse Landlord for all utilities used on the Premises, including, without
limitation, gas, electric, water, sewer, and telephone. Landlord shall invoice Tenant on a
monthly basis for all utilities consumed during the previous month, with all such invoices
being due and payable within thirty (30) days of receipt;
8. Tenant shall reimburse Landlord for all custodial, landscaping and snow removal services
provided for the Premises. All such invoices being due and payable within thirty (30)
days of receipt;
9. Tenant shall obtain and maintain insurance sufficient to cover the contents maintained by
Tenant within the premises, and shall pay for premises liability insurance for the interior
of the leased premises as set forth below; and
10. Tenant shall include the Landlord, its officers, as additional named insureds on a
property, casualty, and liability insurance policy, at a minimum of$600,000 coverage
limit, for the Tenant's personal property, including Tenant's equipment, and for third-
party liability, and shall obtain fire legal insurance in the amount of$500,000, which
policy shall also name Landlord as an additional named insured.
Landlord, in consideration of leasing said premises, covenants and agrees as follows:
a. Landlord shall procure and maintain during the term of this Agreement, fire and extended
coverage insurance (all risk form) on the building in such amounts as are customarily
carried by Landlords of similar properties in the same general geographic area. In
addition, Landlord shall carry commercial general liability insurance in an amount of not
less than Two Million and no/100 Dollars ($2,000,000.00) and such other insurance with
coverages and limits as may be reasonably appropriate for the use and operation of the
Building. Landlord's system of self-insurance and additional coverage it has currently in
place shall be sufficient for these purposes.
b. Landlord shall be responsible for all property taxes and assessments, if applicable; and
Page 2 of 7 Pages
c. Landlord shall, at its own expense, repair any damage to the Premises occasioned by
termites, dry rot or fungus, and keep and maintain the roof, exterior walls,parking area
and structural components of the Premises in good repair at all times. Landlord will
further maintain, repair and replace all plumbing, in good order and repair, but not
including the repair of plumbing stopped up by reason of foreign matter introduced into
the plumbing fixtures by Tenant. Landlord shall maintain all electrical and cabling
systems within the Premises in good working order and make all required repairs and
replacements, except for repairs or replacements necessitated by Tenant. Landlord shall
be responsible for all additional costs associated with the HVAC, if further repairs
beyond normal maintenance are required to the HVAC equipment Upon the failure of any
portion of the HVAC system, Landlord shall be responsible to replace the non-
functioning system with a comparable system. There shall be no obligation due Tenant on
the part of the Landlord to make repairs required hereunder unless and until Landlord
obtains direct knowledge of the necessity of the repair. Landlord shall not be liable to
Tenant for any loss or damage occasioned by any failure of the Landlord to make any
repairs required of it hereunder unless the Landlord, after obtaining such knowledge, shall
fail to proceed with due diligence to make such repair or repairs. The phrase "exterior
walls" as herein used shall not be so construed as to require the Landlord to make repairs
to the interior surfaces thereof Any repairs made necessary by extraordinary damage
proximately caused by Tenant's use of the Premises shall by paid for by Tenant.
Furthermore, the parties hereto agree as follows:
The term of this Agreement shall be thirty-six(36)months,beginning on the 7th day of May,2012,
and terminating on the 6'h day of May, 2015. The term of this Agreement shall automatically renew
upon expiration of the term then in effect for additional one year periods at the rent in effect in the
month prior to expiration of the previous term. Any renewal term may be terminated with or without
cause by either party upon at least sixty(60) days prior written notice.
A. If Landlord desires to terminate the Agreement at the end of the first term, it shall notify
the Tenant of its desire to so terminate on or prior to February 15`of the year of
termination. No assent, express or implied, to any breach of any one or more of the
covenants or agreements hereof shall be deemed or taken to be a waiver of any
succeeding or other breach.
B. In case the Premises is left vacant for a period of over ninety(90) days and any part of the
rent remains unpaid, the Landlord may, without anywise being obligated to do so, and
without terminating this Agreement, retake possession of said premises and utilize the
same as the Landlord may think best, making such changes and repairs as may be
required, giving credit for the amount of rent so received less all expenses of such
changes and repairs, and Tenant shall be liable for the balance of the rent herein reserved
until the expiration of the term of this Agreement.
Page 3 of 7 Pages
C. To the extent allowed by law,each party shall indemnify and save harmless the other party
for, from and against all actions, liabilities, losses, damages, claims and demands
whatsoever, including costs,expenses and attorneys'fees,resulting from or claimed to have
resulted from any intentional or negligent acts or omissions of the indemnifying party or its
employees or agents engaged in the work under this Agreement at the time of the event or
occurrence upon which such actions, claims or demands are based. Where both Tenant and
Landlord,including their respective employees or agents,participated in the liability causing
event, each party shall contribute to the common liability a pro rata share based upon its
relative degree of fault.
D. Tenant shall own or lease, and maintain all equipment, merchandise, and personal
property used by Tenant and kept in the Premises.
E. If, after the expiration of this Agreement, the Tenant shall remain in possession of the
Premises and continues to pat rent without a written agreement as to such possession,
then such tenancy shall be regarded as a month-to-month tenancy at a monthly rental
payable in advance, equivalent to the last month's rent paid under this lease, and subject
to all the terms and conditions of this lease.
F. Tenant is leasing the Premises "as is" on the beginning date of the tenancy, May 7, 2012.
Any remodels or modifications to interior finish during the tenancy must first be
approved by Landlord if the value of each modification exceeds $500.00.
G. Ownership of all furniture located within the Premises as of May 7, 2012, except that
which may be affixed to the Premises, shall transfer to Tenant.
H. Landlord represents and warrants that, none of Landlord, any affiliate of Landlord, or any
officers, directors, employees, partners, members, owners or shareholders of Landlord or
any affiliate of Landlord, is related to, affiliated in any way with, or employs (or
otherwise has a compensation interest with) any officer, director or employee of Tenant
or approved Subtenant.
I. If,prior to the expiration of the term of this Agreement,any federal,state or local regulatory
body, including but not limited to the Centers for Medicare and Medicaid Services(CMS),
Department of Health and Human Services (HHS) or the Internal Revenue Service(IRS)
determines that this Agreement is illegal or jeopardizes Tenant's or approved subtenant's
tax exempt status or otherwise materially affects either Party's business, then the affected
Party shall give the other Party such notice as is reasonable in the circumstances and shall
make available a reasonable period within which to cure. If no cure is implemented or
possible by the Parties, then the affected Party, in its discretion may terminate this
Agreement with such notice as is reasonable under the circumstances.
Page 4 of 7 Pages
J. If any provision of this Agreement,or any application thereof to any person,shall be invalid
or unenforceable to any extent,the remainder of this Agreement,and the application thereof
to other persons or circumstances, shall not be impaired,and shall be enforced to the fullest
extent permitted by law.
K. This Agreement may be executed in one or more copies or counterparts,each of which when
signed shall be an original, but all of which together shall constitute one instrument.
L. This Agreement shall be governed by the internal substantive law of the State of Colorado,
without regard for conflicts of laws.
M. This Agreement,including any attachments and documents specifically incorporated herein
by reference, contains the entire agreement between the parties. All prior negotiations
between the parties are merged in this Agreement, and there are no understandings or
agreements other than those incorporated herein. This Agreement may not be modified
except by written instrument signed by both parties.
N. If Landlord is in default under any of its obligations under this Agreement or under the Asset
Purchase Agreements between Tenant and/or Banner Health and Landlord and the default
continues for thirty (30) days after written notice from Tenant, Tenant may pursue all
remedies at law or in equity. Tenant may,but shall not be required to rental abatement,offset
of expenses against rental, or the right to terminate this lease, subject to Tenant's legal or
equitable remedies.
O. In the event of a sale or conveyance by Landlord of the Premises, Tenant shall have the
option of terminating the Agreement upon sixty (60) days written notice to Landlord,
otherwise the terms of this Agreement shall be binding upon,and inure to the benefit of,the
parties hereto, their agents, heirs, successors, assigns and legal representatives.
P. Tenant shall designate one representative who shall be authorized to conduct discussions
with Landlord's representative as to issues regarding utilities, custodial, maintenance and
repair of or for the Premises. Tenant's representative's name and telephone number(s)shall
be supplied to Landlord's representative at all times. Landlord's representative shall be the
Weld County Director of Buildings and Grounds.
Q. Any notice required to be given under this Agreement shall be in writing, and shall be
deemed delivered when personally delivered or three (3) days after the same is sent by
certified mail, postage prepaid as follows:
To Landlord:
Board of County Commissioners of the County of Weld
P.O. Box 758
Page 5 of 7 Pages
1150 O Street
Greeley, Colorado 80632
To Tenant:
NCMC, Inc.
1801 16th Street
Greeley, CO 80631
With a Copy to:
Ellen E. Stewart, Esq.
Berenbaum Weinshienk PC
370 17th Street, Suite 4800
Denver, CO 80202.
IT IS EXPRESSLY UNDERSTOOD AND AGREED by and between the parties herein,
that if the rent above reserved or any part thereof, shall be in arrears or if default shall be made in
any of the covenants or agreements herein contained, to be kept by the Tenant, it shall and may
be lawful for the Landlord to declare said term ended and enter into the Premises, or any part
thereof, either with or without process of law, to reenter, and Tenant or any person or persons
occupying the same, to expel, remove, and put out, using such force as may be necessary in doing
so, without being liable to prosecution or any damage therefore, and the Premises again to
repossess and enjoy, is in the first and former estate of the Landlord and if at any time said term
shall be ended as aforesaid or in any other way, the Tenant hereby covenants and agrees to
surrender and deliver up the Premises peaceably to Landlord immediately upon the termination
of said term, and if the Tenant shall remain in possession of the same after the termination
thereof, Tenant shall be deemed guilty of a forcible detainer of the Premises under the statute,
hereby waiving all notice, and shall be subject to eviction and removal, forcibly or otherwise,
with or without process of law, as above stated.
IT IS FURTHER EXPRESSLY UNDERSTOOD AND AGREED that all the covenants
and agreements in this Agreement contained shall extend to and be binding upon the heirs,
executors, legal representatives, and assigns of the respective parties hereto.
IN WITNESS WHEREOF, the parties hereto have hereunder set their hands and seals the
day and year first written above.
Page 6 of 7 Pages
LANDLORD:
COUNTY OF WELD, a political
subdivision of the STATE OF
COLORADO, by and through the Board of
ATTEST: ";`�'. ` County Commissioners of
Clerk to the'Board the County of Weld
BY:%fIXd �%. - f � t r/ By:
Deputy Cler tk�othe Board +% Sean P. Conway, Chairman
P Y �ILI
,I :.)�� APR 3 2012
861 t41TENANT:
ire
e i NCMC, Inc.
` �
By:
Al Do in ,,air it and s' ent
Page 7 of 7 Pages
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