HomeMy WebLinkAbout20061669.tiff RESOLUTION
RE: APPROVE LEASE AGREEMENT FOR USE OF OFFICE SPACE AND AMBULANCE
BAYS AND AUTHORIZE CHAIR TO SIGN - EASTMAN KODAK COMPANY
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 for Use of Office Space
and Ambulance Bays between the County of Weld, State of Colorado, by and through the Board of
County Commissioners of Weld County,on behalf of the Weld County Paramedic Service,and the
Eastman Kodak Company,commencing upon full execution,with further terms and conditions being
as stated in said agreement, and
WHEREAS,after review,the Board deems it advisable to approve said 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 for Use of Office Space and Ambulance Bays between
the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld
County, on behalf of the Weld County Paramedic Service, and the Eastman Kodak Company be,
and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to
sign said agreement.
The above and foregoing Resolution was,on motion duly made and seconded,adopted by
the following vote on the 21st day of June, A.D., 2006.
1 . / > BOARD OF OUNTY COMMISSIONERS
41 WELD CO TY, COLORADO
ATTEST: fjx41/�, 1 r>''y7':452
1. eile, Chair
Weld County Clerk to the a�� f
BY. `- 7 1UL1 I t Ll �r.
David E. Long, Pro-Tem
Dep ty Cler to the Board EXCUSED
Wi mm,H. Jerke p
A- ". . � AS Te O: ,� � 1\ \
Robert D. Mas en
� 1
ounty Attorney
Date of signature: �/1 /G(/ Glenn Val d
2006-1669
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June 7, 2006
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ATTORNEY SU1%in,,
OFFicE
Ms. Cyndy Giauque
Assistant Weld County Attorney
Weld County Attorney's Office
P.O. Box 758
Greeley, CO 80632
Dear Ms. Giauque:
Enclosed are duplicate originals of the revised agreement between Kodak and Weld
County for the use of office space and ambulance bays at the Kodak fire station.
Both originals have been executed by the appropriate Kodak representative and are now
presented to you for board signature.
Thank you for all of your help in this matter.
Sincerely,
cy
Lu le M. Mantelli
Director, Communications and
Public Affairs
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EASTMAN KODAK COMPANY • 9952 EASTMAN PARK DRIVE • WINDSOR, COLORADO RSF+
2006-1669
LEASE AGREEMENT BETWEEN EASTMAN KODAK
COMPANY AND WELD COUNTY PARAMEDIC SERVICE
This Agreement is between the Eastman Kodak Company("Kodak"), with administration
offices located at 9952 Eastman Park Drive, Windsor, CO 80550, and the Board of County
Commissioners for the County of Weld, State of Colorado ("BOCC"), on behalf of the Weld
County Paramedic Services ("WCPS"), located at 1121 M Street, Greeley, CO 80631 hereinafter,
the two Weld County entities may be cumulatively referred to as "Weld County").
BACKGROUND INFORMATION
A. Kodak would like to lease to WCPS, and WCPS would like to lease from Kodak, a
portion of Kodak's Fire Station located at the Kodak plant in Windsor ("the Kodak
Station") for WCPS to use for office space for its on-duty WCPS Emergency Medical
Technicians serving Windsor and the northwest part of Weld County, during their shifts,
and two vehicle bays in which to maintain ambulances and other EMS equipment as
WCPS deems necessary;
B. The parties wish to formalize their agreement concerning this matter.
NOW THEREFORE, in consideration of their mutual promises herein, the parties hereto
agree as follows:
1. Recitals. The above set forth recitals are incorporated herein by reference as though fully
set forth.
2. Lease Agreement. Kodak hereby leases to Weld County, and Weld County hereby
leases from Kodak, certain space designated by Kodak and accepted by WCPS, as more
particularly set forth on Exhibit A, attached hereto and incorporated herein, located in the
Kodak Station, to be used by WCPS as headquarters for a WCPS office for operations in
Windsor and northwest Weld County, subject to the terms and conditions set forth in this
Agreement. In addition, WCPS is hereby provided the use of two vehicle bays at the
Kodak Station to be designated by Kodak on Exhibit A, in which to locate and maintain
an ambulance and any EMT equipment that WCPS determines may be necessary("the
ambulance bays").
3. Rental. Weld County shall pay to Kodak as rent for all uses stated in this Agreement,
and during the term of this Lease Agreement, a total annual payment of$1.00, payable on
the date the term of this Agreement commences, and on January 5 of each successive
term for which this Agreement is renewed as hereinafter provided.
4. Term. The term of this Agreement shall commence on the date of the final signature on
this Agreement, and shall automatically renew on January 1 of each year thereafter,
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unless sooner terminated by either party pursuant to the terms and conditions set forth
herein.
5. Use of Facilities. The parties agree that the common areas in the Kodak Station shall be
equally available for use by employees of Kodak and WCPS. Each party shall ensure
that the common areas shall be kept in a tidy and useable manner after use by their
employees. Additionally, WCPS employees may also use the exercise room, and may
have access to the cafeteria located close to the Kodak Station.
The parties will use the facilities for their designated purposes. The parties will endeavor
to cooperate and coordinate their activities with the other party's personnel and activities,
provided that neither party will interfere with the other party's requirements to provide
emergency services to the citizens of Weld County and others.
6. Furnishings provided in the Office Space. The office space is currently furnished with
desks and chairs. Such items are provided in the office space pursuant to this lease, but at
all times remain the property of Kodak. WCPS will provide computers for the use of
WCPS employees only, in the office space. The office space may be locked by WCPS
employees when appropriate. Any modification made to the office space or to the
ambulance bays will be performed and funded by WCPS, and must first be approved by
Kodak in writing, such approval not to be unreasonably withheld.
7. Communication Lines. WCPS will install at the facilities and at WCPS cost, any
additional communications link as WCPS may determine to be necessary. Additionally,
any dispatch radio service obtained or maintained by WCPS shall be at WCPS cost.
8. Maintenance of the Leased Space and the Facilties Kodak will provide custodial
service to the leased space on the same schedule and in the same manner as custodial
service is provided to the remainder of the facilities. WCPS shall be responsible for
laundering, disposing of, or other appropriate treatment of clothing or other items
contaminated in the course of work performed by WCPS. Kodak will provide and
designate an area located in the facilities with adequate water where WCPS may clean
and disinfect any equipment or clothing that may contain or may have been exposed to
infectious matter. WCPS shall be responsible for the appropriate disposal of
biohazardous materials generated as a result of a WCPS emergency call.
Kodak will be solely responsible for the utilities, routine expenses, and other expenses,
including, but not limited to, the performance of any routine, extraordinary or emergency
repairs or maintenance on Kodak's facilities. WCPS, however is responsible for
telephone and communications expenses incurred by WCPS for WCPS operations at the
Kodak Station.
If alteration or improvements contemplated by Kodak will substantially interfere with
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WCPS's use of the facilities leased under this agreement on a temporary basis, Kodak
will so notify Weld County at least thirty(30) days prior to such temporary interference.
The parties agree that no alteration or improvements contemplated by Kodak will
substantially interfere with WCPS's use of the facilities leased under this Agreement for
any unreasonable length of time.
If any equipment or property at the Kodak facilities is damaged as a direct result of use or
negligence on the part of WCPS employees, then upon notice from Kodak, WCPS will be
responsible for such repair or maintenance.
9. Use and Maintenance of Ambulance. The parties agree that any WCPS ambulance or
equipment, if any, that is located and maintained at the ambulance bays is for the use of
WCPS only. Except in the event of a mutual aid request, Kodak's employees or agents
are specifically not authorized to use or operate the ambulance or equipment, if any.
Likewise, WCPS employees are not authorized to use or operate Kodak's vehicles and
associated equipment. The parties will routinely so instruct their employees and agents.
WCPS shall be solely responsible for the expenses associated with the ambulance, or
equipment, or both maintained by WCPS in the ambulance bays, including, but not
limited to, the performance of any routine, extraordinary or emergency repairs or
maintenance of the ambulance or equipment, or both. Except for the intentional
misconduct or willful negligence by Kodak, its employees or agents, Kodak will assume
no liability for the quality or condition of the ambulance or equipment, if any, at any time.
The parties agree that there is a shore line provided in each bay for WCPS's use to
maintain the charge of the various equipment and heat in any WCPS ambulance located
or maintained at the facilities. Currently, a 30 amp shore line is required to adequately
maintain a WCPS ambulance. If any modification of the shore line is required, WCPS
will be responsible for any cost that may be incurred to adapt the available shore line to
use with WCPS 's ambulance. Any ambulance housed at the Kodak Station will utilize
the existing plymo vent system in place at the Kodak Station.
10. Access to the office space and ambulance bays. Kodak shall ensure that WCPS and
any WCPS employees serving on an assigned shift have access to the office space and
ambulance bays at all times so that the ambulance, or equipment, or both, are available
for use in an emergency situation or otherwise, or so that WCPS may perform necessary
repairs or maintenance. WCPS shall secure all access points when entering or leaving the
Kodak Station. WCPS agrees to permit only authorized employees of WCPS or persons
under WCPS's direct supervision to enter the Kodak Station.
Additionally, WCPS agrees to instruct its employees to use appropriate access roads to
enter and leave the Kodak facility. Specifically, WCPS will endeavor to not use the
"spine roads"during times for shift changes, and to avoid the truck routes through the
facility whenever possible.
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11. Insurance. Each party to this Agreement shall secure and maintain throughout the term
of this Agreement, general comprehensive liability insurance for all claims that may be
applicable to that party. Either party may satisfy its obligations under this paragraph
through a program of self-insurance. Each party shall also carry such insurance as will
protect it from all claims under any worker's compensation laws in effect that may be
applicable to that party. All insurance required hereunder shall remain in force for the
entire term of this Agreement.
12. Assignment. This Agreement shall not be assigned without the non-assigning party's
prior written consent.
13. Indemnity. To the extent permitted by law, each party agrees to indemnify and hold the
other party harmless against any and all losses, expenses, claims, or causes of action of
every kind and character on account of damages to or loss of any property, or on account
of injury to or death of any person or persons directly or indirectly resulting from or
arising out of this Lease Agreement or the use of the facilities. Notwithstanding any
provision to the contrary, nothing shall be construed to be a waiver of either party's rights
under the Governmental Immunity Act for the State of Colorado.
14. Mutual Waiver and Release. Except to the extent caused by the other party's gross
negligence or intentional misconduct, each party waives and releases the other party, its
employees, and agents from all claims for any loss, injury, death, or damage to persons,
property, or to either party's business occasioned by act of God, public enemy, injunction,
riot, strike, insurrection, wars, court order, requisition, order of governmental body or
authority, fire, explosion, falling objects, steam, rain, snow, water, leak or flow of water,
or from any other place, or from breakage, leakage, obstruction, or other defects of the
pipes, sprinklers, wires, appliances, plumbing, air conditioning, or lighting fixtures of the
facilities or from construction, repair or alteration of the facilities, or the equipment or
ambulance, if any, or from any cause beyond the control of the other party.
15. Default If either party is in default under any of the terms and provisions contained
herein, the non-defaulting party shall notify the defaulting party of the default and shall
first utilize the Dispute Resolution Provisions outlined in Paragraph 16 of this Agreement
to remedy such default. If good faith efforts to resolve the default are not successful, the
non-defaulting party shall give the other party a written 30 day Notice to Cure the
specified default.
If the default has not been cured within the 30 day cure period, the non-defaulting party
may, in its discretion, terminate this Agreement by providing a written Notice of
Termination specifying a termination date not less than 30 days after the date of the
Termination Notice.
Upon the expiration of the additional 30 day period, whether or not this Agreement was
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terminated by the non-defaulting party, either party may pursue all available legal
remedies. Each party may, but shall not be required in any case, to terminate the Lease
Agreement as a result of a default by the other party.
No waiver of any default or breach of any one or more of the conditions or covenants of
this Agreement by either party shall be deemed to imply or constitute a waiver of any
succeeding or other breach thereunder.
16. Disputes. Each party shall designate a contact person, currently the persons set forth on
Exhibit B, who will be responsible for responding to any concerns that are presented by
the other party. The contact persons shall work in good faith to resolve any dispute that
may arise. The parties agree to make a good faith attempt to resolve any and all disputes
that may arise as a result of this Lease Agreement, for a minimum of thirty days. If, after
thirty days, the dispute has not been resolved, and it does not appear that the dispute will
be resolved in the near future, then either party may seek any other remedy which may be
legally available to them.
17. Non-Exclusive Agreement. The parties acknowledge that this Agreement is not an
exclusive agreement for the location of WCPS ambulances or personnel, and that WCPS
may locate an ambulance or other employees at other locations in northwest Weld
County, or in or near Windsor, if such action is deemed appropriate by Weld County in its
discretion.
Kodak agrees not to enter into an agreement with any other entity concerning the use of
the Kodak Station without first notifying Weld County and including Weld County in any
negotiations concerning the use of the Station. Any subsequent agreement concerning the
use of the Station by any other entity shall be subject to the terms and conditions
contained in this Agreement between Weld County and Kodak.
18. Damage to the Facilities. In the event that the Kodak Station is damaged to the extent
that the Station cannot be used, if Kodak determines to repair the damage or rebuild the
structure, or both, Kodak shall so notify WCPS within 30 days after the damage has been
sustained by the facilities. WCPS may then decide either to terminate the Agreement, or
to temporarily locate at another site until the facilities are repaired or rebuilt. The rent
amount shall abate for the period of time that the facilities could not reasonably be used
by WCPS. Notice of WCPS's intentions shall be forwarded to Kodak within 30 days
after the damage has been sustained, and after Kodak has notified WCPS of its intention
to rebuild or repair.
If Kodak, in its reasonable judgment, should decide not to repair or rebuild the facilities,
Kodak shall so notify WCPS within 30 days after the damage has been sustained, in
which case, WCPS shall be entitled to terminate the Agreement, and be reimbursed pro
rata for any rent amounts previously paid but not yet used.
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19. Termination. This Agreement may be terminated by either party at any time by the
terminating party giving the non-terminating party written Notice of Intent to Terminate
specifying a date for termination which shall not be less than 120 days after the date of
the issuance of the Notice of Termination.
20. Notices. Any notice to be given under this Agreement shall either be hand delivered,
with signed receipt, or mailed to the party to be notified at the address set forth on page
one of this Agreement, until such time as written notice of a change is received from the
party wishing to make a change of address. Any notice so mailed and any notice served
by personal delivery shall be deemed delivered and effective upon receipt or upon
attempted delivery. This method of notification will be used in all instances, except for
emergency situations when immediate notification to the parties is required.
21. Parties' Relationship The parties to this Agreement intend that the relationship between
them contemplated by this Agreement is that of independent entities working in mutual
cooperation. No employee, agent, or servant of one party shall be or shall be deemed to
be a employee, agent, or servant of another party to this Agreement.
22. Modification and Breach. This Agreement contains the entire Agreement and
understanding between the parties to this Agreement and supersedes any other agreements
concerning the subject matter of this transaction, whether oral or written. No
modification, amendment, novation, renewal, or other alteration of or to this Agreement
shall be deemed valid or of any force or effect whatsoever, unless mutually agreed upon
in writing by the undersigned parties. No breach of any term, provision, or clause of this
Agreement shall be deemed waived or excused, unless such waiver or consent shall be in
writing and signed by the party claimed to have waived or consented. Any consent by
any party hereto, whether express or implied, shall not constitute a consent to, or waiver
of, or excuse for any other different or subsequent breach.
23. Severability. If any term or condition of this Agreement shall be held to be invalid,
illegal, or unenforceable, this Agreement shall be construed and enforced without such a
provision, to the extent this Agreement is then capable of execution within the original
intent of the parties.
24. Inurement. This Agreement shall inure to the benefit of the assigns, and successors in
interest of the parties hereto.
25. Budget Constraints. Nothing in this Agreement shall be construed to require either of
the parties to provide funding for any purpose under this agreement that has not
previously been budgeted.
26. No Third Party Enforcement. It is expressly understood and agreed that enforcement of
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the terms and conditions of this Agreement, and all rights of action relating to such
enforcement, shall be strictly reserved to the undersigned parties, and nothing contained
in this Agreement shall give or allow any claim or right of action whatsoever by any other
person not included in this Agreement. It is the express intention of the undersigned
parties that any entity, other than the undersigned parties, receiving services or benefits
under this Agreement, shall be deemed an incidental beneficiary only.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals this 21st
day of June , 2006.
BOARD OF COUNTY COMMISSIONERS
FOR THE COUNTY OF WELD,
STATE OF COLORADO1 '14i
144,144
!FeTEST:
M.J. Geile, Chair fi , ice►
,(
1 .yhc eputy Clerk to the Board
EASTMAN KODAK COMPANY
By: Ted McNeff
Chief Operating Of icer
Consumer Digital Group
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