HomeMy WebLinkAbout880073.tiff RESOLUTION
RE: APPROVE LEASE AGREEMENT BETWEEN NORTH COLORADO MEDICAL
CENTER, INC. AND CENTENNIAL MAGNETIC IMAGING, INC. AND
AUTHORIZE CHAIRMAN TO SIGN
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 North Colorado Medical Center, Inc. and Centennial
Magnetic Imaging, Inc. , and
WHEREAS, Weld County, Colorado, is the owner of the real
property described in said Agreement and acts through the Board of
County Commissioners of Weld County, Colorado, a body politic and
corporate, and
WHEREAS, after review, the Board deems it advisable to
approve said Lease Agreement, the terms and conditions being as
stated in 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
between North Colorado Medical Center, Inc. and Centennial
Magnetic Imaging, Inc. be, and hereby is , approved.
BE IT FURTHER RESOLVED by the Board that the Chairman 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 3rd day of
February, A.D. , 1988 .
Z, c / BOARD OF COUNTY COMMISSIONERS
ATTEST: 2" �P 'C4O WE COUNTY, COLORADO
Weld County Aerk and Recorder K,
and Clerk to the Board� ,ene R. /Brantne�rman Zt;t�1` b?7 m- v i l may±, &J _ C.W. Kirby, P/-Tem
puty County Clerk
APPROVED A TO FORM: J.cque sne ,hn,_ .
G• 'rr . cy
County Attorney V`"' ": l „' PFrank Yamaguchi
r
880073
LEASE AGREEMENT
THIS AGREEMENT is made and entered into by and between NORTH
COLORADO MEDICAL CENTER, INC. , a Colorado not for profit
corporation with principal offices at 1801 - 16th Street,
Greeley, Colorado 80631, hereinafter referred to as NCMC; and
CENTENNIAL MAGNETIC IMAGING, INC. , a Colorado corporation with
principal offices at 1718 - 15th Street, Greeley, Colorado 80631,
hereinafter referred to as CENTENNIAL;
WITNESSETH THAT:
WHEREAS, WELD COUNTY, COLORADO is the owner of the real
property hereinafter more fully described and acts through the
BOARD OF COUNTY COMMISSIONERS of Weld County, Colorado a body
politic and corporate with principal offices at Centennial
Center , 915 -Tenth Street, Greeley, Colorado; and,
WHEREAS, the BOARD OF TRUSTEES OF NORTH COLORADO MEDICAL
CENTER is a body corporate created and operating under the laws
of the State of Colorado and has full power to operate, manage,
and lease the county hospital properties; and,
WHEREAS, NORTH COLORADO MEDICAL CENTER, INC. , is a Colorado
not for profit corporation the principal purpose of which is the
ownership and operation of a general hospital; and,
WHEREAS, the BOARD OF TRUSTEES for NORTH COLORADO MEDICAL
CENTER entered into a "Operating Sublease" dated and effective
March 24 , 1986 with NORTH COLORADO MEDICAL CENTER, INC. , a
Colorado non-profit corporation for the purpose of operating a
general hospital which Lease was supplanted by an Amended and
Restated Operating Sublease between the BOARD OF TRUSTEES OF
NORTH COLORADO MEDICAL CENTER and NORTH COLORADO MEDICAL CENTER,
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INC. , which is to continue in effect to and until January 2,
2010 ; and,
WHEREAS, CENTENNIAL MAGNETIC IMAGING, INC. , is a Colorado for
profit corporation with principal offices at 1718 - 15th Street,
Greeley, Colorado 80631 whose principal activity is the ownership
and operation of a Gyroscan S15 Magnetic Resonance Imaging System
built by Philips Medical System, Inc. , and,
WHEREAS, NORTH COLORADO MEDICAL CENTER, INC. , owns , or will
own, more than fifty percent ( 50% ) of the outstanding common
voting stock of CENTENNIAL MAGNETIC IMAGING, INC. ; and,
WHEREAS, NORTH COLORADO MEDICAL CENTER, INC . , desires to
construct a new building, or addition , utilizing its own funds
for the purpose of housing a Magnetic Resonance Imaging System
and further desires to lease the newly constructed building , or
addition , to CENTENNIAL MAGNETIC IMAGING, INC . , which will own
and operate the equipment; and,
WHEREAS, CENTENNIAL MAGNETIC IMAGING, INC. , desires to lease
a facility to be constructed by NORTH COLORADO MEDICAL CENTER,
INC. , on the subject property for the purpose of installing
therein its Magnetic Resonance Imaging equipment and for the
purpose of operating its equipment;
NOW THEREFORE, for and in consideration of the foregoing and
other good and valuable consideration the receipt of which is
hereby acknowledged the parties do hereby agree as follows :
1. Sublease of Property. CENTENNIAL hereby subleases from
NCMC, and NCMC hereby subleases to CENTENNIAL the following
described real property, to wit:
A parcel of land being part of Block 'A' , HOSPITAL
ADDITION, an addition to the City of Greeley, Weld
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County , Colorado and being more particularly described
as follows :
BEGINNING at the Southeast Corner ( SE Cor) of said Block
' A' :
Thence Northerly along the East line of said Block 'A' ,
622 . 01 feet (Measured 622 . 15 feet ) to a point on the
Southerly line of the Northerly Eighty feet (N 80 ' ) of
said Block ' A' , as dedicated to the City of Greeley for
the purpose of a City Street, by Deed of Dedication
recorded August 7 , 1950 in Book 1276 at Page 476 of the
records of the Weld County Clerk and Recorder;
Thence on a deflection angle to the LEFT of 89°56 ' 21"
along the Southerly line, 249 . 26 feet to the TRUE POINT
OF BEGINNING;
Thence on a deflection angle to the LEFT OF 89°57 ' 26" ,
79 . 61 feet to a point of curvature:
Thence along an arc of a curve which is concave to the
Northeast, 63 . 80 feet, and whose radius is 80 . 88 feet,
whose delta is 45°11 ' 49 " and whose long cord is a
deflection angle to the LEFT of 22°35 ' 55" for a distance
of 62 .16 feet to a point of tangent;
Thence on a deflection angle to the LEFT of 22°35 ' 54" ,
9 . 39 feet;
Thence on a deflection angle to the RIGHT of 90°09 ' 33" ,
56 . 17 feet;
Thence on a deflection angle to the RIGHT OF 44°59 ' 42" ,
65 .86 feet;
Thence on a deflection angle to the RIGHT of 90°02 ' 34 " ,
183 . 35 feet to a point on the Southerly line of the
Northerly Eighty feet (N 80 ' ) of said Block 'A' , as
dedicated to the City of Greeley for the purpose of a
City Street, by Deed of Dedication recorded August 7 ,
1950 , in Book 1276 at Page 475 of the records of the
Weld County Clerk and Recorder;
Thence on a deflection angle to the RIGHT of 89°57 ' 26 ' ,
along said Southerly line, 75 .00 feet to the TRUE POINT
OF BEGINNING.
Said described parcel of land contains 14, 782. 85 square
feet.
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2. Primary Term. The primary term of this Agreement shall
be six (6 ) years , beginning on the Commencement Date as
hereinafter defined and ending at 12 o' clock noon on a date six
years thereafter. The Commencement Date shall be the earlier of
(1) the date on which the architect supervising construction
shall certify in writing to NCMC and CENTENNIAL that the facility
is substantially complete and ready for use except for the
personal property required to be installed or supplied by
CENTENNIAL or (2 ) the date of the issuance by the City of Greeley
of a Certificate of Occupancy; or (3 ) the date on which
CENTENNIAL commences business and operations in the facility.
After the Commencement Date has been determined, and upon the
demand of either NCMC or CENTENNIAL, the parties hereto will
execute a written declaration in recordable form expressing the
specific commencement and termination dates of the initial term.
CENTENNIAL shall have access to the leased premises prior to
the commencement date for the purpose of installing any equipment
or fixtures necessary or convenient to CENTENNIAL' S occupancy and
operation upon notification to CENTENNIAL that the facility is
ready for such installation.
3 . Option to Renew. CENTENNIAL shall have the option to
renew this Lease for an additional three year term or six year
term, at CENTENNIAL' S election , under the same terms and
conditions as the primary term except that rental shall be
adjusted in the manner specifically hereinafter set forth for the
renewal term or any portion thereof , provided CENTENNIAL gives
NCMC six months ' written notice of its intent to do so.
4 . Rental-Initial Term. CENTENNIAL shall pay to NCMC during
the initial term of this Lease an aggregate rental of Four
Hundred Three Thousand One Hundred Sixteen and no/100ths Dollars
( $403 ,116 .00 ) payable in installments of Sixty-Seven Thousand
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One Hundred Eighty-Six and no/100ths Dollars ($67, 186 .00 ) with
the first installment due on the commencement date and subsequent
installments due on the anniversary thereof .
5. Renewal Rent. In the event CENTENNIAL exercises its
option to extend the term of this Lease, the fixed rent which
CENTENNIAL shall pay during this extended or renewal term shall
be Sixty-Seven Thousand One Hundred Eighty-Six and no/100ths
Dollars ( $67 ,186 . 00 ) per annum plus any increase as determined in
accordance with the provisions of this paragraph.
a) Rent Adjustment:
(1 ) As promptly as practicable after the end of the initial
six year term of this Lease, NCMC shall compute the increase, if
any, in the cost of construction for the preceding six year
period based upon the "Hensel Phelps Commercial Construction Cost
Index" published, prepared, or distributed by Hensel Phelps
Construction Company, Greeley, Colorado, hereinafter referred to
as "Index" .
( 2 ) The Index number for the Western United States for the
publication nearest January, 1988 , shall be the "Base Index
Number" and the corresponding Index number for the month of
January, 1994, or the publication nearest January 1994 , shall be
the "Current Index Number . "
( 3 ) The Current Index Number shall be divided by the base
Index number. From the quotient thereof, there shall be
subtracted the integer one, and any resulting positive number
shall be deemed to be the percentage of increase in the cost of
construction.
( 4 ) The percentage of increase multiplied by Sixty-Seven
Thousand One Hundred Eighty-Six and no/100ths Dollars
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($67 ,186 .00 ) shall be the increase required to be determined by
this paragraph.
( 5) NCMC, shall , within a reasonable time after obtaining the
appropriate data necessary for computing such increase, give
CENTENNIAL notice of any increase so determined, and NCMC' s
computation shall be conclusive and binding but shall not
preclude any adjustment which may required in the event of a
published amendment of the index figures upon which the
computation was based unless CENTENNIAL shall , within sixty ( 60 )
days after the giving of such notice, notify NCMC of any claimed
error therein. Any dispute between the parties as to any such
computation shall be determined by arbitration .
(b) Substituted Index: If publication of the "Hensel Phelps
Commercial Construction Cost Index" shall be discontinued or
substantially modified, the parties shall accept comparable
statistics or indexes compiled, prepared, or published by a
responsible financial periodical or recognized authority then to
be selected by the parties or, if the parties cannot agree upon
the selection , by arbitration. In the event of the use of an
index other than the Hensel Phelps Commercial Construction Cost
Index, there shall be made in the method of computation such
revisions as the circumstances may require to carry out the
intent of this paragraph, and any dispute between the parties as
to the making of any such adjustment shall be submitted to
arbitration.
6. Utility Expense. At the time of this Agreement it has
not been determined by the parties whether utility services , or
any of them, will be purchased by CENTENNIAL from the public
utility and separately metered or purchased by CENTENNIAL from,
or through, NCMC. In the event CENTENNIAL purchases utility
services directly from the public utility or other purveyor
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including, without limitation , gas, electricity , telephone,
water, or sewer CENTENNIAL shall pay, or cause to be paid, all
charges related thereto. In the event CENTENNIAL purchases
utility services through, or from, NCMC they shall be metered, if
practicable, and CENTENNIAL shall reimburse NCMC for CENTENNIAL' S
pro rata portion of the total utility expense paid by NCMC based
upon the metering thereof . In the event it is not practicable to
separately meter utilities , CENTENNIAL shall reimburse NCMC for
such utility services based upon an agreed upon estimate of
CENTENNIAL' S pro rata share of such utility expense which
estimate shall be reduced to writing to be executed by the
parties and in the event the parties cannot agree on CENTENNIAL' S
estimated share of such utility expense or either party withdraws
from the agreement estimating CENTENNIAL' S portion of the utility
expense, said utility expenses shall be divided, prorated, or
charged as follows :
(a) Water-Sewer. CENTENNIAL shall pay to NCMC the minimum
charge made by the City of Greeley to a metered single family
dwelling with a three-quarter inch tap and meter .
(b) Electricity. The electrical consumption of the Magnetic
Resonance Imaging System shall be estimated and established by
the manufacturer specifications or publications with respect to
its electrical consumption , and CENTENNIAL shall pay to NCMC the
kilowatt hour consumption of the Magnetic Resonance Imaging
System based upon the marginal rate charged to NCMC by Public
Service Company of Colorado for electricity per kilowatt hour and
CENTENNIAL shall pay, in addition , a pro rata portion of the
total electrical consumption expense, less the electrical
consumption expense attributable to the Magnetic Resonance
Imaging System, of NCMC based upon the ratio of the square feet
of space leased to CENTENNIAL and the total gross square footage
of the hospital complex including the property leased to
CENTENNIAL.
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(c) Telephone. CENTENNIAL shall pay to NCMC the sum of
TWENTY-SEVEN and 5U/100THS DOLLARS ( $27 . 50 ) per month for the
installation of four ( 4 ) extension telephones and for the use of
three separately designated and numbered outside lines commencing
upon occupancy of the facility . CENTENNIAL shall pay and be
responsible for its own long distance charges . CENTENNIAL shall ,
in addition , pay all costs for the installation of the telephone
lines and equipment in the leased facility which is currently
estimated to cost TWO THOUSAND EIGHT HUNDRED and NO/100THS
DOLLARS ( $2 ,800 . 00 ) .
(d) Natural Gas or Other Utility. Natural gas or other
utility service not hereinbefore specified shall be charged to
CENTENNIAL by NCMC on a pro rata basis of the total cost to NCMC
of the utility service based upon the total square feet leased by
CENTENNIAL and the total square footage of the hospital complex
including the CENTENNIAL facility.
7. Construction of Building. NCMC shall construct, at its
expense, a building on the subject property in accordance with
preliminary specifications approved by NCMC, CENTENNIAL, and
Philips Medical System, Inc. , which building shall be appropriate
for the installation and operation of a Magnetic Resonance
Imaging System built by Philips Medical System, Inc .
8 . Use. CENTENNIAL shall use the leased property solely for
the purpose of operating a Magnetic Resonance Imaging System and
related medical or health care activities or programs . All
activities conducted by CENTENNIAL on the leased property shall
be in accordance with all applicable codes , standards, and
manufacturers specifications relating to such activity or the
operation of any equipment, with particular regard to any safety
requirement contained in any such codes , regulations , or
manufacturers specifications .
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9. Taxes. CENTENNIAL, in addition to the fixed rents , shall
pay all taxes and assessments upon the subject property, and upon
the buildings and improvments thereon or personal property used
therein, which are assessed during the lease term. All taxes
assessed prior to but payable in whole or installments after the
effective date of the lease term, and all taxes assessed during
the term but payable in whole or installments after the lease
term, shall be adjusted and prorated, so that NCMC will pay or
claim exemption from its prorated share for the period prior to
and for the period subsequent to the Lease term and CENTENNIAL
shall pay its prorated share for the Lease term.
10. Maintenance.
A) NCMC Maintenance. NCMC shall keep and maintain in
good order, condition and repair the roof and structural portions
of the subject property except any damage thereto caused by any
act or negligence of CENTENNIAL, its employees, agents , invitees,
subtenants, licensees , assignees, or contractors , in which event
such damage shall be promptly repaired by CENTENNIAL. NCMC
shall , in addition, be responsible for the maintenance and repair
of the lawn , landscaping , lawn sprinkler systems , snow removal ,
and exterior sidewalks and driveways . Other than as herein
provided, NCMC shall not be responsible to maintain or to make
any improvements or repair of any kind, in or upon the subject
property.
B) CENTENNIAL Maintenance. CENTENNIAL shall keep and
maintain in good order, condition and repair (which repairs shall
mean replace if necessary) the subject property and every part
thereof , except as hereinbefore provided, including , without
limitation , the exterior and interior portions of all doors , door
checks , security gates , windows , glass, utility facilities ,
plumbing and sewage facilities within the subject property or
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under the floor slab including free flow up to the main sewer
line serving the subject property, fixtures , heating, air
conditioning including exterior mechanical equipment, exterior
utility facilities and exterior electrical equipment serving the
subject property and interior walls , floors and ceilings,
including compliance with applicable building codes relative to
fire extinguishers . If CENTENNIAL refuses or neglects to
commence or complete repairs promptly and adequately NCMC may,
but shall not be required to do so, make or complete said repairs
and CENTENNIAL shall pay the cost thereof to NCMC upon demand.
11. Improvements-Alterations. CENTENNIAL may, at its own
expense, make such alterations , improvements , additions, and
changes to the subject property as it may deem necessary or
expedient in the operation of the subject property, provided
CENTENNIAL, without the written consent of NCMC, shall not tear
down or materially demolish any of the improvements on the
subject property , or make any material change or alteration to
such improvements which, when completed, would substantially
diminish the value of the subject property. CENTENNIAL shall not
make any change in or alteration to the subject property which
would violate the terms of any insurance in force with respect to
the subject property. If the estimated cost of any proposed
alteration , improvement, addition, or change to the subject
property shall exceed the sum of Ten Thousand and no/100ths
Dollars ($10 ,000 . 00 ) CENTENNIAL shall first obtain NCMC' s
approval of the plans therefor, but such approval shall not be
unreasonably withheld by NCMC. All alterations , changes,
improvements , or additions shall be made in a workmanlike manner
and shall comply with all applicable codes, rules , and
regulations of the City of Greeley and any rules, regulations, or
standards established by the manufacturer or any governmental
entity relating to the operation of a Magnetic Resonance Imaging
System.
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12 . Insurance.
A) Fire Insurance-Structure. NCMC shall keep the
building to be constructed insured against loss or damage by fire
with extended coverage endorsement in an amount sufficient to
prevent NCMC from becoming a coinsurer under the terms of the
applicable policy but, in any event , in an amount of not less
than eighty percent (80% ) of the full insurable value as
determined from time to time. The term "full insurable value"
shall mean actual replacement cost (exclusive of the cost of
excavation, foundations , and footings below the basement floor )
without deduction for physical depreciation. Such insurance
shall be issued by a financially responsible insurer duly
authorized to do business in the State of Colorado.
B) Public Liability Insurance. NCMC agrees to provide
at all times during the term of this Lease, and during any use,
occupancy, or possession of the demised premises prior to the
commencement of the term of this Lease, public liability and
property damage insurance with a financially responsible
insurance carrier doing business in the State of Colorado
providing for policy limits of not less than $500 ,000 for injury
or death to any one person, and not less than $1 ,000 , 000 for
injury or death occuring to more than one person as a result of
one accident, and not less than $100 ,000 for property damage,
which policy shall name CENTENNIAL as an additional insured.
C ) Reimbursement of Insurance Expense. The parties
understand that NCMC shall maintain fire insurance with extended
coverage and public liability insurance with respect to hospital
facilities adjacent to the subject property and that the
insurance required by this Agreement will be added by
endorsement, or otherwise, to said general coverages . CENTENNIAL
shall reimburse NCMC upon demand for any additional premiums
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attributable to the subject property for fire insurance with
extended coverage endorsements and public liability coverages .
In the event NCMC is unable to maintain such insurance
coverages as an endorsement on its policies it shall obtain such
insurance separately in CENTENNIAL' s name and CENTENNIAL shall be
responsible for reimbursing NCMC for any premium or other cost
incurred in obtaining such insurance.
13. Covenant of Quiet Enjoyment. CENTENNIAL, upon the
payment of the rent and the performance of all of the terms of
this Lease, shall at all times during the Lease term and during
any extension or renewal term peaceably and quietly enjoy the
building constructed on the subject premises without any
disturbance from NCMC or any other person claiming through NCMC.
The foregoing notwithstanding, it is understood by the parties
that any exterior sidewalks , driveways , parking lots , or parking
structures which are constructed upon , or encroach upon , the
subject property shall be controlled as to use by NCMC and shall
not be exclusively for the use or occupancy of CENTENNIAL nor
shall CENTENNIAL have any entitlement to preferential treatment
with respect thereto.
14. Default by CENTENNIAL. In the event of any failure of
CENTENNIAL to pay any rental or other sums when due hereunder , or
CENTENNIAL' s default in performing any of the other terms ,
conditions or covenants of this Lease to be observed or performed
by CENTENNIAL, for more than ten days after notice of such
default shall have been given to CENTENNIAL, or if CENTENNIAL or
an agent of CENTENNIAL shall suffer this Lease to be taken under
any Writ of Execution , then NCMC, besides other rights or
remedies it may have, shall have the immediate right to terminate
this Lease or reenter and attempt to relet without terminating
this Lease and remove all persons and property from the subject
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property for storage in a public warehouse or elsewhere at the
cost of , and for the account of CENTENNIAL, all without service
of notice or resort to legal process and without being deemed
guilty of trespass , or becoming liable for any loss or damage
which may be occasioned thereby .
If NCMC, without terminating this Lease, either (i ) elects to
reenter and attempts to relet, or ( ii ) taxes possession pursuant
to legal proceedings , or ( iii ) takes possession pursuant to any
notice provided by law, then it may, from time to time, make such
alterations and repairs as may be necessary in order to relet the
subject property or any part thereof for such term or terms
(which may be a term extending beyond the term of this Lease ) and
at such rental or rentals and upon such other terms and
conditions as NCMC in its sole discretion may deem advisable.
Upon each such reletting , all rentals received by NCMC from such
reletting shall be applied, first, to payment of any indebtedness
or other rent due hereunder from CENTENNIAL to NCMC; second, to
the payment of any costs and expenses of such reletting ,
including brokerage fees and attorney' s fees; third, to the
payment of rent due and unpaid hereunder, and the residue, if
any , shall be held by NCMC and applied to the payment of future
rent as the same may become due and payable hereunder . If such
rentals received from such reletting during any year be less than
that to be paid during that year by CENTENNIAL hereunder,
CENTENNIAL shall pay any such deficiency to NCMC. Such
deficiency shall be calculated and paid annually. No such
reentry or taking possession of the subject property by NCMC
shall be construed as an election on its part to terminate this
Lease unless a notice of such intention be given to CENTENNIAL or
unless the termination thereof be decreed by a court of competent
jurisdiction. Notwithstanding any such reletting without
termination , NCMC may at any time thereafter elect to terminate
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this Lease for such previous breach. Should NCMC at any time
terminate this Lease for any breach, in addition to any other
remedies it may have, it may recover from CENTENNIAL all damages
it may incur by reason of such breach, including the cost of
recovering the subject property, reasonable attorney' s fees , and
including the worth at the time of such termination of the
excess , if any, of the amount of rent and charges equivalent to
rent reserved in this Lease for the remainder of the stated term
over the then reasonable rental value of the subject property for
the remainder of the stated term over the then reasonable rental
value of the subject property for the remainder of the stated
term, all of which amounts shall be immediately due and payable
from CENTENNIAL to NCMC.
In addition to any other remedies NCMC may have at law or
equity and/or under this Lease, CENTENNIAL shall pay upon demand
at NCMC' s cost, charges and expenses , including fee of counsel,
agents , and others retained by NCMC, incurred in connection with
the recovery of sums due under this Lease, or because of the
breach of any covenant under this Lease or for any other relief
against CENTENNIAL. In the event CENTENNIAL shall bring any
action against NCMC for relief hereunder and NCMC shall prevail ,
CENTENNIAL shall pay NCMC' s reasonable attorney' s fees and all
court costs.
If CENTENNIAL shall become bankrupt or file any debtor
proceedings or take of have taken against CENTENNIAL in any court
pursuant to any statute either of the United States or of any
state, a Petition in Bankruptcy or insolvency or for
reorganization or for the appointment of a receiver or trustee of
all or a portion of CENTENNIAL' s property, or if CENTENNIAL makes
an assignment for the benefit of creditors , or petitions for or
enters into an arrangement, then in that event, this Lease shall
at the option of NCMC be cancelled and terminated and any party
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claiming on behalf of CENTENNIAL shall not have any rights
whatsoever under this Lease.
No waiver of any covenant or condition or of the breach of
any covenant or condition of this Lease shall be taken to
constitute a waiver of any subsequent breach of such covenant or
condition nor to justify or authorize the nonobservance on any
other occassion of the same or of any other covenant or condition
hereof nor shall the acceptance of rent by NCMC at any time when
CENTENNIAL is in default under any covenant or condition hereof ,
be construed as a waiver of such default or of NCMC ' s right to
terminate this Lease on account of such default, nor shall any
waiver or indulgence granted to NCMC to CENTENNIAL be taken as an
estoppel against NCMC, it being expressly understood that if at
any time CENTENNIAL shall be in default of any of its covenants
or conditions hereunder an acceptance by NCMC of rental during
the continuance of such default or the failure on the part of
NCMC to promptly avail itself of such other rights or remedies as
NCMC may have, shall not be construed as a waiver of such
default, but NCMC may at any time thereafter, if such default
continues, terminate this Lease on account of such default.
The rights and remedies given to NCMC by this Lease shall be
deemed to be cumulative and no one of such rights and remedies
shall be exclusive at law or in equity of the rights and remedies
which NCMC might otherwise have by virtue of a default under this
Lease, and the exercise of one such right or remedy by NCMC shall
not impair NCMC ' s standing to exercise any other right or remedy.
15 . NCMC' s Performance of CENTENNIAL' s Obligations. All
terms, covenants , and conditions herein contained, to be
performed by CENTENNIAL, shall be performed at its sole cost and
expense and if NCMC shall pay any sum of money or do any act
which requires the payment of money, by reason of the failure,
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neglect, or refusal of CENTENNIAL to perform such term, covenant,
or condition, the sum of money so paid by NCMC shall be payable
by CENTENNIAL to NCMC within thirty ( 30 ) days of such payment.
All sums payable by CENTENNIAL to NCMC under this Lease shall be
paid without any prior demand and without any deduction or set
off whatsoever. Any sums of money advanced by NCMC to, or on
behalf of , CENTENNIAL shall bear interest at the rate of eighteen
percent (18% ) per annum until fully paid.
16 . CENTENNIAL' s PERFORMANCE OF NCMC' s OBLIGATIONS. Should
NCMC fail to perform any term, covenant, or condition herein
contained which is required to be performed by NCMC at its sole
cost and expense without reimbursement from CENTENNIAL,
CENTENNIAL may perform such term, covenant, and condition and the
sum of money paid by CENTENNIAL or the cost to CENTENNIAL of
performing such term, covenant or condition shall be payable by
NCMC to CENTENNIAL within thirty (30 ) days of demand and shall
bear interest at the rate of eighteen percent (18% ) per annum
thereafter until fully paid.
17 . Mechanic' s Liens. CENTENNIAL shall pay, or cause to be
paid, all costs for work done by CENTENNIAL, or caused to be done
by CENTENNIAL in the leased premises , of a character which will
or may result in liens on NCMC ' s interest therein, and other
liens on account of work done for CENTENNIAL or persons claiming
under it. CENTENNIAL hereby agrees to indemnify, defend, and
save NCMC harmless from all liability, loss, damage, costs , or
expenses , including attorney' s fees, on account of any claims of
any nature whatsoever, including claims for liens of laborers and
materialmen, or others , for work performed or materials or
supplies furnished to CENTENNIAL or persons claiming under
CENTENNIAL. Should any liens be filed or recorded against the
subject property, or any action affecting the title thereto be
commenced as a result of such work, CENTENNIAL shall cause such
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liens to be removed of record within five (5 ) days after notice
from NCMC. If CENTENNIAL shall be in default in paying any
charge for which the mechanic' s lien or suit to foreclose the
lien has been recorded or filed NCMC may pay such lien or claim,
and any costs; and the amount so paid, together with reasonable
attorney' s fees incurred in connection therewith, shall be
immediately due from CENTENNIAL to NCMC. In addition, NCMC may,
with or without CENTENNIAL' S consent, post the premises pursuant
to the provisions of C.R. S. , 938-22-105, as amended.
18 . Sublet-Assignment. CENTENNIAL shall not permit the
leased premises to be occupied or used by any person , firm, or
corporation other than CENTENNIAL without the express written
consent of NCMC. In the event NCMC consents to the use or
occupancy of the leased premises by any person , firm, or
corporation other than CENTENNIAL, such use or occupancy shall be
in accordance with all applicable codes and regulations and shall
be upon such terms and conditions as NCMC may attach to its
consent.
19. Surrender-Termination. CENTENNIAL shall , upon the
expiration or termination of the lease term, or any extensions
thereof, surrender to NCMC the leased premises, including
buildings, replacements , changes , additions , and improvements
constructed or placed by CENTENNIAL thereon, and all equipment in
or pertinent thereto, except all movable trade fixtures including
the Magnetic Resonance Imaging System installed by CENTENNIAL,
broom clean, free of subtenancies , and in good condition and
repair, reasonable wear and tear excepted. Any trade fixtures or
personal property belonging to CENTENNIAL or to any subtenant, if
not removed at such termination and if NCMC shall so elect, shall
be deemed abandoned and shall become the property of NCMC without
any payment or any offset therefor. If NCMC shall not so elect,
NCMC shall remove such fixtures or property from the leased
-17-
property and store them at CENTENNIAL' S risk and expense.
CENTENNIAL shall repair and restore, and save NCMC harmless from,
all damage to the leased premises caused by such removal , whether
by CENTENNIAL or NCMC.
20 . Notice. Any notice required under the provisions of this
Lease shall be delivered to the respective parties at the
following addresses:
North Colorado Medical Center, Inc.
1801 - 16th Street
Greeley, Colorado 80631
with copy to:
Arthur P . Roy
Attorney at Law
1011 - 11th Avenue
Greeley, Colorado 80631
Centennial Magnetic Imaging, Inc .
1718 - 15th Street
Greeley, Colorado 80631
with copy to:
Richard Doyle
Attorney at Law
Shade, Doyle, Klein, Otis and Frey
Greeley National Bank Plaza #300
Greeley, Colorado 80631
21. Binding Effect. The covenants and agreements herein
contained shall bind and inure to the benefit of NCMC and
CENTENNIAL, and their respective successors and assigns upon the
execution of this Lease Agreement. This Lease shall be signed by
the parties in duplicate, each of which shall be a complete and
effective original Lease.
22 . Paragraph Headings. All marginal notations and paragraph
headings are for the purpose of reference and shall not affect
the true meaning and intent of the terms hereof . Throughout this
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8S0073
Lease, wherever the words NCMC and CENTENNIAL are used, they
shall include and apply to the singular and plural persons of
both male and female, companies , partnerships , corporations , and
nonprofit agencies; and in reading this Lease, the necessary
grammatical changes required to make the provisions hereof mean
and apply as aforesaid shall be made in the same manner as though
originally included in said Lease.
23 . Memorandum for Recording. The parties agree that they
will execute a short memorandum evidencing the existence of this
Lease Agreement and setting forth in abbreviated fashion the
principal provisions of this Lease, which memorandum shall be
recorded in the records of the Clerk and Recorder for the County
of Weld, State of Colorado.
24. Consent. The BOARD OF COUNTY COMMISSIONERS of Weld
County, Colorado and the BOARD OF TRUSTEES OF NORTH COLORADO
MEDICAL CENTER in executing this Lease thereby join in the Lease
and consent to the Lease and agree that CENTENNIAL shall have the
possession and quiet enjoyment of the leased property under the
terms contained in this Lease Agreement for so long as CENTENNIAL
is not in default regardless of whether or not NORTH COLORADO
MEDICAL CENTER, INC . , remains the occupant or operator of the
hospital pursuant to its Operating Sublease dated March 24, 1986
or the Amended and Restated Operating Sublease which terminates
January 2 , 2010 .
NORTH OLORADO ME I AL CENTER, INC.
a Color do non-p ofjt corporation
BY /
Richard H. Stenner, President
( signatures continued on following page)
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8S0973
CENTENN AL MAGNET C :' MAGING, INC.
` a Colora o cor o ation
By s- �A�< � ,�,s..jt., ---.
___ President
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST: y�,t: .,A i t.0 44L)
Weld County lerk and
Recorder and Clerk to the By:
Board Gene R. Brantner, Chairman
Deputy County C1 rk
BOARD OF TRUSTEES
NORTH COLORADO MEDICAL CENTER
ATTEST: t -. - r.
� '�r �','�'. �`ILI By. ` .i�,it,ii.c4.) A \Ael.kcti
Secretary P sident
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f 0 7
L North Colorado
1 Medical Center
1801 16th Street
Greeley, Colorado 80631-5199
(303) 352-4121
January 28, 1988 tt 6 WET
ran,
� t n "1 -rnui�S
l�J4
n c)'i,+'y
C2 ' r
PyMr. Gordon Lacy, Chairman
Weld County Board of Commissioners
P. 0. Box 758
Greeley, Colorado 80632
Dear Gordon:
I am forwarding copies of the lease document enabling NCMC, Inc. to construct
a new building on the premises to house the Magnetic Resonance Imaging Unit.
Since the building is being constructed on county-owned land, the lease needs
the approval of the Board of County Commissioners.
The documents have been executed by the other parties and a copy should be
kept by you for your records. Please return the remaining documents to my
office.
Should you have any questions please feel free to call me or contact Arthur
Roy, the corporate attorney for NCMC, Inc.
Ver t my yours,
Richard H. Stenner
President & CEO
RHS/lk
Enclosures
88 073
f; mEMORAnDUf
et VI.
Board of
Elk
To County Commissioners Date February 2 , 1988
COLORADO From__ Lee D. Morrison, Assistant County Attorney
--
Subject: MRI Lease
Your Board has been presented with a lease regarding the Magnetic
Resonance Imaging facility to be built northeast of the hospital.
Your consent is required because the land is titled in the name of
the Board of County Commissioners . There appears to be no reason
why you should withhold consent to the lease.
J�
L e D. iorri on
As istant County Attorney
LDM ss
Hello