HomeMy WebLinkAbout20171709.tiffRESOLUTION
RE: APPROVE LEASE AGREEMENT FOR WELD COUNTY BRIGHT FUTURES
PROGRAM AND AUTHORIZE CHAIR TO SIGN - GREELEY/WELD COUNTY
ECONOMIC DEVELOPMENT ACTION PARTNERSHIP, DBA UPSTATE COLORADO
ECONOMIC DEVELOPMENT
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 Weld County
Bright Futures Program between the County of Weld, State of Colorado, by and through the Board
of County Commissioners of Weld County, on behalf of the Treasurer's Office, and the
Greeley/Weld County Economic Development Action Partnership, dba Upstate Colorado
Economic Development, commencing May 16, 2017, and ending May 15, 2020, with further terms
and conditions being as stated in said lease agreement, 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 for the Weld County Bright Futures Program
between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, on behalf of the Treasurer's Office, and the Greeley/Weld County
Economic Development Action Partnership, dba Upstate Colorado Economic Development, 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 5th day of June, A.D., 2017, nunc pro tunc May 16, 2017.
BOARD OF COUNTY COMMISSIONERS
WELD CO NTY, COLO • . O
ATTEST: Cd `''
Weld County Clerk to the Board
BY
eputy Clerk to the Board
AP ED
County Attorney
Date of signature: Co (p4 (17
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FtC MO, TRCyL /My ),
CD(&O( (
Steve Moreno, Pro-Tem
Sean P Conway
Ike Freeman
2017-1709
TR0029
LEASE AGREEMENT
THIS LEASE AGREEMENT is made and entered into this 15`h day of May, 2017, by
and between the County of Weld, a body corporate and politic of the State of Colorado, by and
through its Board of County Commissioners, hereinafter referred to as "County," and
Greeley/Weld County Economic Development Action Partnership, Inc. (d/b/a Upstate Colorado
Economic Development), hereinafter referred to as "Tenant."
WHEREAS, County owns property located at 822 7m Street in Greeley Colorado (the
"Chase Bank Building" or the "Property"), and
WHEREAS, Tenant desires to lease portions of the Property, pursuant to the terms and
conditions contained herein for the purpose of housing the Weld County Bright Futures Program
as long as it is operating and/or under the management of Tenant.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties hereto agree as follows:
1. TERMS AND DEFINITIONS; SCHEDULES.
1 .1 TERMS AND DEFINITIONS.
1.1.1 LEASED PREMISES shall mean Suite 215, located in the Building.
1.1.2 BUILDING shall mean the office building located at 822 7th Street, Greeley,
Colorado, which is a part of the Project.
1.1.3 PROJECT shall mean the Building, Common Areas, other areas and
appurtenances, plus the real property on which the same is situated.
1.1.4 COMMON AREAS shall mean those areas of the Project which Tenant shall
have the right to use in common with the Landlord and other tenants of the Building
including: the Building's entrances, lobbies, corridors, main elevators, access ways,
public and fire stairways, and lavatories; roads, driveways, exterior ramps, parking areas
and other similar areas. Tenant's use of the Common Areas is subject to the terms and
conditions of this Lease and the attached Schedules and is limited to such use necessary
for Tenant to obtain full use and enjoyment of the Leased Premises for the Permitted
Purpose.
1.1.5 TENANT'S SQUARE FOOTAGE shall mean a portion of the second floor of
the Building consisting of approximately One -Thousand One -Hundred and Sixty -Six
(1,166) Rentable Square Feet. Tenant has full use of Common Areas.
1.1.6 LEASE COMMENCEMENT DATE shall be the 16th day of May, 2017.
"Lease Expiration Date" shall be the 15`h day of May, 2020. "Lease Term" shall mean
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2017-1709
the thirty-six (36) month period between Lease Commencement Date and Lease
Expiration Date; however, this Lease shall end upon cessation of operations of the Weld
County Bright Futures Program, or the end of Tenant's management of said Program,
whichever occurs first.
1.1.7 SECURITY DEPOSIT is not applicable.
1.1.8 BASE RENT shall be one dollar per year for the term.
1.1.9 PERMITTED PURPOSE means that Tenant may use the Leased Premises
for general office purposes and any lawful purpose incidental thereto.
1.1.10 MANAGING AGENT shall mean the Director of the Weld County
Department of Buildings and Grounds, 1105 I -I Street, Greeley, Colorado 80631 or any
other agent specified in writing by Landlord pursuant to the provisions for notice in this
Lease.
1.1.11 LANDLORD'S MAILING ADDRESS.: 1150 'O' Street, Greeley, Colorado
80632.
1.1.12 TENANT'S MAILING ADDRESS: 822 7`h Street, Suite 215, Greeley,
Colorado 80633.
1.2 SCHEDULES. Unless otherwise indicated, the terms of schedules, exhibits and
typewritten addenda, if any, attached or added hereto shall control over any inconsistent
provisions in the paragraphs of this Lease.
2. PREMISES.
2.1 LEASE OF PREMISES. In consideration of the Rent and the provisions of this
Lease, Landlord leases to Tenant and Tenant accepts from Landlord the Leased Premises, subject
to the terms and conditions set forth herein.
2 .2 PRIOR OCCUPANCY. Tenant may occupy the Leased Premises prior to the Lease
Commencement Date.
3. PAYMENT OF RENT AND OPERATING COSTS.
3.1 LEASE TERM RENT.
3. 1. 1 BASE RENT. The Base Rent shall be paid upon commencement of this
Lease.
3.2 SECURITY DEPOSIT. Not applicable.
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4. POSSESSION.
4.1 COMMENCEMENT OF POSSESSION. Possession of the Leased Premises by
Tenant may occur immediately upon the signing of this Lease by both parties.
5.1 PROJECT SERVICES.
5.1 PROJECT SERVICES. Landlord shall furnish:
5.1.1 UTILITY SERVICES The utility services listed on Schedule 2 ("Utility
Services"). Should Tenant, in Landlord's reasonable judgment, use additional, unusual or
excessive Utility Services at times other than those specified in Schedule 2 attached
hereto, Landlord reserves the right to charge for such additional, unusual or excess
services at rates established by Landlord, from time to time, for such services.
5.1.2 JANITORIAL AND MAINTENANCE SERVICES. Janitorial services within
the Common Areas and Leased Premises and the proper maintenance and repair of all
exterior areas, including lighting, landscaping, cleaning, painting, maintenance and repair
of the exterior of the Project, its structural members, roof, floor and latent defects in the
manner set forth on Schedule 3 ("Janitorial and Maintenance Services").
5.1.3 PROJECT SERVICES. Utility Services and Maintenance Services,
described above, shall be collectively referred to as "Project Services."
5.2 INTERRUPTION OF SERVICES. Landlord does not warrant that any of the
Project Services will be free from interruption to the extent that such interruption is beyond the
reasonable control of Landlord, or the result of an emergency. Upon reasonable advance notice
to Tenant, except in the case of an emergency, any Project Service may be suspended or limited
by reason of accident or of necessary repairs, alterations or improvements, or by strikes or
lockouts, or by reason of operation of law, or causes beyond the reasonable control of Landlord.
Except as hereinafter specifically provided in this paragraph 5.2, any such interruption or
discontinuance of such Project Services shall not be deemed a disturbance of Tenant's use and
possession of the Leased Premises, or render Landlord liable to Tenant for damages, or relieve
Tenant from performance of Tenant's obligations under this Lease. However, Landlord shall use
its best efforts to maintain the Project Services and cause the Project Services to be restored
promptly when interrupted.
6. TENANT'S COVENANTS.
6.1 USE OF LEASED PREMISES. Tenant agrees to:
61.1 PERMITTED USAGE. Use the Leased Premises for the Permitted Purpose
only and for no other purposes.
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6.1.2 COMPLIANCE WITH LAWS. Comply with the provisions of all current and
future recorded covenants, conditions and restrictions and all current and future building,
zoning, fire and other governmental laws, ordinances, rules or regulations applicable to
the Leased Premises and all current and future requirements of the carriers of insurance
covering the Project. Landlord shall provide Tenant with a copy of any notice it receives
from an insurance carrier pertaining to the Leased Premises insofar as such notice sets
forth an alleged failure to meet the carrier's requirements, and Tenant shall have ten (10)
days thereafter to remedy any failure to so comply; provided, however, that such
compliance shall not increase Tenant's insurance requirements hereunder.
6.1.3 NUISANCES OR WASTE.
(a) Not do or permit anything to be done in, upon or about the Leased
Premises, or bring or keep anything in the Leased Premises that may increase
Landlord's fire and extended coverage insurance premium or cause a risk of
termination of coverage, damage the Building or the Project, constitute waste,
constitute an immoral purpose, or be a nuisance, public or private, or menace or
other disturbance to tenants of adjoining premises or anyone else, or use or store
any toxic chemicals, wastes, elements or substances in, upon or about the Leased
Premises, except limited quantities of such toxic chemicals, waste, elements or
substances which are used or stored in full compliance with an applicable local,
state or federal laws, ordinances, rules and regulations presently in effect or
hereafter enacted pertaining to such use or storage and then only if: (i) used or
stored in connection with Tenant's ordinary and usual business operations (that is,
for example, white -out correction fluid and photocopy toner), and (ii) such use or
storage does not expose all or any part of the Project, the Leased Premises, or any
property adjacent to the Project to any meaningful risk of contamination or
damage or expose Landlord and mortgagee of Landlord to any liability therefor.
(b) Tenant further agrees to defend, indemnify and hold harmless
Landlord and any manager, member, partner, officer, director, or employee of
Landlord and any mortgagee (if any) of Landlord, against any and all claims,
demands, liabilities, costs and expenses (including without limitation reasonable
attorneys' fees and expenses, expert witness fees and post -judgment collection
costs) which Landlord may sustain at any time as a result of, arising out of, or in
any way connected with a breach of paragraph 6.1.3(a). Additionally, Tenant
agrees to cease the activity which amounts to such breach immediately upon
receipt of written notice from Landlord or any regulatory or governmental agency
that such activity is in violation of any governmental laws, ordinances, regulations
or rules. Tenant shall give notice to Landlord of any hazardous substances that
come to be located on the Leased Premises.
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6.1.4 ALTERATIONS AND IMPROVEMENTS. Make no alterations or
improvements in, upon or about the Leased Premises without the prior written approval
of Landlord. Any such alterations or improvements by Tenant shall be done in a good
and workmanlike manner, at Tenant's expense, by a licensed contractor reasonably
approved by Landlord in conformity with plans and specifications reviewed by Landlord.
Tenant shall obtain all necessary governmental approvals and permits. At Landlord's
option, Tenant shall contract with Landlord for the construction of such alterations or
improvements, but only if Landlord's price for such work is competitive.
6.1.5 LIENS. Keep the Leased Premises, the Building and the Project free from
liens arising out of any work performed, materials furnished or obligations incurred by or
for Tenant.
61.6 RULES AND REGULATIONS. Observe, perform and abide by all the rules
and regulations promulgated by Landlord from time to time on a reasonable basis for the
benefit of the Project and its tenants. Schedule 1 sets forth Landlord's Rules and
Regulations in effect on the date hereof.
61.7 SIGNAGE. Obtain the prior approval of the Landlord before placing any
sign or symbol in, or visible from, doors or windows or elsewhere in or about the Leased
Premises, or upon any other part of the Building or Project, including building
directories. Any signs or symbols which have been placed without Landlord's approval
may be removed by Landlord at Tenant's expense. Upon expiration or termination of this
Lease, all signs installed by Tenant shall be removed at Tenant's expense and any damage
resulting therefrom shall be promptly repaired by Tenant, or such removal and repair may
be done by Landlord and the cost charged to Tenant as Rent.
6.2 INSURANCE.
6.2.1 INSURANCE OBTAINED BY TENANT. Tenant shall, at its own expense,
procure and maintain during the Lease Term commercial general liability insurance with
respect to the Leased Premises, and Tenant's activities in the Leased Premises and in the
Building and the Project, providing bodily injury, broad form property damage with a
maximum Five Thousand Dollars ($5,000.00) deductible, unless otherwise approved by
Landlord, as follows:
(a) One Million Dollars ($1,000,000.00) with respect to bodily injury or
death to any one (1) person;
(b) Two Million Dollars ($2,000,000.00) with respect to bodily injury or
death arising out of any one (1) occurrence;
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(c) One Million Dollars ($1,000,000.00) with respect to property damage
or other loss arising out of any one (1) occurrence; and
(d) Workers' compensation insurance in at least the statutory amounts.
62.2 BLANKET POLICY. Nothing in this paragraph 6.2 shall prevent Tenant
from obtaining insurance of the kind and in the amounts provided for under this
paragraph under a blanket insurance policy covering other properties as well as the
Leased Premises; provided, however, that any such policy of blanket insurance (i) shall
specify the amounts of the total insurance allocated to the Leased Premises, which
amounts shall not be less than the amounts required by paragraphs 6.2.1 (a) through
6.2.1(c) hereof, and (ii) such amounts so specified shall be sufficient to prevent any one
of the insureds from becoming a co-insurer within the terms of the applicable policy, and
(iii) shall, as to the Leased Premises, otherwise comply as to endorsements and coverage
with the provisions of paragraph 6.2.1.
6.2.3 ACCEPTABLE INSURANCE. Tenant's insurance shall be with a Best's
Insurance Reports A+ rated company (or A rated if Class XIII or larger). Landlord and
Landlord's mortgagee, if any, shall be named as "additional insureds" under Tenant's
general liability insurance, and such Tenant's insurance shall be primary and
noncontributing with Landlord's insurance, and shall further comply with the provisions
of paragraph 10.2 of this Lease. Tenant's insurance policies shall contain endorsements
requiring thirty (30) days' notice to Landlord and Landlord's mortgagee, if any, prior to
any cancellation, lapse or non -renewal or any reduction in amount of coverage.
62.4 EVIDENCE OF INSURANCE. Tenant shall deliver to Landlord, as a
condition precedent to its taking occupancy of the Leased Premises, a certificate or
certificates evidencing such insurance.
6.3 REPAIRS. Subject to the obligation of Landlord to provide Project Services as set
forth in paragraph 5.1 above, Tenant, at its sole expense, shall maintain the interior of the Leased
Premises in a neat, clean and sanitary condition. If Tenant fails to maintain or keep the Leased
Premises in good repair and such failure continues for ten (10) business days after receipt of
written notice from Landlord, or if such failure results in a nuisance or health or safety risk,
Landlord may perform any such required maintenance and repairs and the cost thereof shall be
payable by Tenant within ten (10) business days of receipt of an invoice from Landlord. Tenant
shall also pay to Landlord the costs of any repair to the Leased Premises, Building or Project
necessitated by any act or neglect of Tenant.
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6.4 ASSIGNMENT AND SUBLETTING.
6.4. 1 NO ASSIGNMENT OR SUBLETTING. Tenant shall not assign, mortgage,
pledge or encumber this Lease, or permit all or any part of the Leased Premises to be
subleased to another.
6.5 ESTOPPEL CERTIFICATE. From time to time and within ten (10) days after
request by Landlord, Tenant shall execute and deliver a certificate to any proposed lender or
purchaser, or to Landlord, certifying, with any appropriate exceptions: (a) that this Lease is in
full force and effect without modification except as noted, (b) the amount, if any, of prepaid Rent
and Security Deposit paid by Tenant to Landlord (and not returned to Tenant), (c) the nature and
kind of concessions, rental or otherwise, if any, which Tenant has received or is entitled to
receive, (d) that Landlord has performed all of its obligations due to be performed under this
Lease and that there are no defenses, counterclaims, deductions or offsets outstanding or other
excuses for Tenant's performance under this Lease as of such date, and (e) any other fact
reasonably requested by Landlord or such lender, proposed lender or purchaser. Should Tenant
fail to deliver such estoppel certificate within such ten (10) day period, then (i) the truth of the
statements in the document submitted to Tenant for execution shall be conclusively presumed,
and (ii) Landlord shall have the right, at its option, to immediately declare an Event of Default
and pursue all remedies provided under paragraph 11.2 below.
6.6 BROKERAGE COMMISSIONS. Each of Tenant and Landlord represents to the
other that no brokers or agents were instrumental in procuring or negotiating or consummating
this Lease.
6.7 REGULATIONS. Tenant shall, at Tenant's sole expense, comply with all
Regulations now in force or which may hereafter be in force relating to the Leased Premises and
the use of the Leased Premises. Furthermore, by its taking possession of the Leased Premises,
Tenant shall be deemed to agree, that Tenant has conducted an investigation of the Leased
Premises and the acceptability of the Leased Premises for Tenant's use, to the extent that such
investigation might affect or influence Tenant's execution of this Lease. Tenant acknowledges
that Landlord has made no representations or warranties in connection with the physical
condition of the Leased Premises or Tenant's use of the same upon which Tenant has relied
directly or indirectly for any purpose, except as may be set forth herein. Tenant shall not commit
waste, interfere with any other tenants in the Building, overload the floors, elevators, or structure
of the Building, subject the Leased Premises to any use which would damage the Leased
Premises or raise or violate any insurance coverage required by this Lease or take any action that
would impair parking or alter parking spaces.
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7. LANDLORD'S RESERVED RIGHTS.
7.1 ADDITIONAL RIGHTS RESERVED TO LANDLORD. Without notice and
without liability to Tenant, or without effecting an eviction or disturbance of Tenant's use or
possession, Landlord shall have the right to: (a) grant utility easements or other easements in, or
replat, subdivide or make other changes in the legal status of the land underlying the Leased
Premises, the Building or the Project as Landlord shall deem appropriate in its sole discretion;
provided such changes do not substantially interfere with Tenant's use of the Leased Premises for
the Permitted Purpose; (b) enter the Leased Premises at reasonable times, and at any time in the
event of an emergency, to inspect, alter or repair the Leased Premises or the Building and to
perform any acts related to the safety, protection, reletting, sale or improvement of the Leased
Premises or the Building; (c) add to or take away from the Project (including the construction of
additional improvements on the Project) any improvement or portion thereof; (d) install and
maintain signs on and in the Building and the Project; and (e) make such Regulations as, in the
reasonable judgment of Landlord, may be needed from time to time for the safety of the tenants,
the care and cleanliness of the Leased Premises, the Building and the Project and the
preservation of good order therein. Notwithstanding the foregoing, however, such changes shall
(i) be performed so as to not materially interfere with Tenant's use of the Leased Premises, and
(ii) provide for reasonable, temporary alternative access, parking or services to the extent
interruption thereof results from such changes.
8. CASUALTY AND UNTENANTABILITY.
8.1 TERMINATION BY LANDLORD. If the Building is made substantially
untenantable, or if Tenant's use and occupancy of the Leased Premises are substantially
interfered with, due to damage to the common areas of the Building, or the Leased Premises are
made wholly or partially untenantable by fire or other casualty, Landlord may, by notice to
Tenant within sixty (60) days after the damage, terminate this lease.
8.2 RESTORATION OF PREMISES. If the Leased Premises are made partially or
wholly untenantable by fire or other casualty and this Lease is not terminated as provided above,
Landlord shall restore the Leased Premises to the condition immediately prior to such casualty;
excluding Tenant's personal property, equipment or trade fixtures.
8.3 TERMINATION BY TENANT. If the Landlord does not terminate this Lease as
provided above, and Landlord fails within one hundred eighty (180) days after the date of such
casualty to restore the damaged Common Areas or the Leased Premises to enable Tenant to
reoccupy and use the leased Premises in the manner contemplated by this Lease, Tenant shall
have the right to terminate this Lease by giving Landlord prior notice within five (5) days after
the end of such one hundred eighty (180) day period; provided that the time for Landlord to
perform shall be extended by any delay caused by or attributable to Unavoidable Delay (as
defined in paragraph 13.10 of this Lease). If Landlord determines that it will be unable to restore
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such damaged areas within such one such hundred eighty (180) day period, Landlord shall have
the right to cease its performance and provide Tenant with written notice (the "Extension
Notice") of such inability. The Extension Notice shall set forth the date on which Landlord
reasonably believes that such damaged areas will be restored. Upon receipt of the Extension
Notice, Tenant shall have the right to terminate this Lease by providing notice of termination to
Landlord within five (5) days after the date of delivery of the Extension Notice. In the event that
Tenant does not terminate this Lease within such five (5) day period, the time for the Landlord to
restore such damaged areas shall be extended to be the date set forth in Landlord's Extension
Notice or amended Extension Notice as the case may be.
9. CONDEMNATION.
9.1 LEASE TERMINATION. If a partial taking or sale of the Leased Premises, the
Building or the Project (a) substantially reduces the Tenant's Square Footage, resulting in an
inability of Tenant to use the Leased Premises for the Permitted Purpose, or (b) renders the
Building or the Project commercially unviable to Landlord, in Landlord's sole opinion, either
Tenant in the case of (a), or Landlord in the case of (b), may terminate this Lease by notice to the
other party within thirty (30) days after the terminating party receives written notice of the
portion to be taken or sold. Such termination shall be effective one hundred eighty (180) days
after notice thereof, or when the portion is taken or sold, whichever is sooner. All condemnation
awards and similar payments shall be paid and belong to Landlord, except for any amounts
awarded or paid specifically to Tenant by the acquiring agency for removal and reinstallation of
Tenant's trade fixtures and personal property, Tenant's moving costs or Tenant's goodwill.
10. INDEMNITY, SUBROGATION AND WAIVER.
10.1 INDEMNITY. Tenant agrees to defend, indemnify and save harmless Landlord
against and from any and all claims, demands, actions, damages, liability and expense in
connection with or for loss of or damage to property or injury or death to any person from any
cause whatsoever while in, upon or about the Leased Premises, or from any such claim, demand,
or the like arising from or out of any occurrence in, upon or about the Leased Premises, by or on
behalf of any person, firm or corporation arising from Tenant's use of the Leased Premises or the
conduct of its business or from any activity, work, or thing done, permitted or suffered by
Tenant, in, upon or about the Leased Premises, and Tenant shall further defend, indemnify and
save Landlord harmless against and from any and all claims arising from any Event of Default
(defined in paragraph 11.1 below), or arising from any act or negligence of Tenant, or any of its
agents, contractors, servants, employees or licensees, and from and against all costs, attorneys'
fees, expenses and liabilities incurred in or arising from any such claim or action or proceeding
brought thereon; and in case any action or proceeding is brought against Landlord by reason of
any such claim, Tenant upon notice from Landlord covenants to resist or defend at Tenant's
expense such action or proceeding by counsel reasonably satisfactory to Landlord. Tenant, as a
material part of the consideration to Landlord, hereby assumes all risk of damage to property in,
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upon or about the Leased Premises, the Building or the Project from any source and to
whomever belonging, and Tenant hereby waives all claims in respect thereof against Landlord,
except to the extent such damage is caused by Landlord's gross negligence or willful misconduct.
The foregoing waiver shall inure only to the benefit of Landlord and its agents, and the exception
to such waiver for Landlord's gross negligence or willful misconduct shall inure only to the
benefit of Tenant and its agents and to no other party.
10.2 WAIVER OF SUBROGATION. Tenant and Landlord release each other and
waive any right of recovery against each other for any claims for loss or damage to any person,
which occurs in, upon or about the Leased Premises, the Building or the Project, whether due to
the negligence of either party, their agents, employees, officers, contractors, licensees, invitees or
otherwise, if such loss or damage is insured against under an insurance policy carried by the
releasing party and in force at the time of such loss or damage, and to the extent of the proceeds
received from such policy. Tenant and Landlord agree that all policies of insurance obtained by
either of them in connection with the Leased Premises shall contain appropriate waiver of
subrogation clauses. The provisions of this paragraph 10.2 shall survive the expiration or
termination of this Lease with respect to any claims or liability arising from events occurring
prior to such expiration.
10.3 LIMITATION OF LANDLORD'S LIABILITY. The obligations of Landlord
under this Lease do not constitute personal obligations of the individual officers, employees, or
agents of Landlord, and Tenant shall look solely to Landlord's interest in the Building and to no
other assets of Landlord, for satisfaction of any liability in respect of this Lease. Tenant will not
seek recourse against the individual officers, employees or agents of Landlord or any of their
personal assets for such satisfaction. Notwithstanding any other provisions contained herein,
Landlord shall not be liable to Tenant, its contractors, agents or employees for any consequential
damages or damages for loss of profits.
11. TENANT'S DEFAULT AND LANDLORD'S REMEDIES.
11.1 TENANT'S DEFAULT. It shall be an "Event of Default" if: (a) Tenant shall
violate or fail to perform any of the other conditions, covenants or agreements herein made by
Tenant, and such violation or failure shall continue for thirty (30) days after written notice
thereof to Tenant by Landlord, except that if within the thirty (30) day period Tenant commences
and thereafter proceeds diligently to remedy the violation or failure, Tenant shall not be in
default hereunder if Tenant has fully and completely remedied such violation or failure on or
before the date which is sixty (60) days from the effective date of such notice from Landlord to
Tenant of such violation or failure; or (b) abandon or vacate the Leased Premises for more than
six (6) consecutive months.
11.2 REMEDIES ON DEFAULT. Landlord shall have the following remedies if
Tenant commits an Event of Default:
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11.2.1 CONTINUE LEASE. Landlord may continue this Lease in full force and
effect.
11.2.2 TERMINATE LEASE. Landlord can terminate Tenant's right to possession
of the Leased Premises at any time. No act by Landlord other than giving notice to
Tenant shall terminate this Lease. Acts of maintenance, efforts to relet the Leased
Premises or the appointment of a receiver on Landlord's initiative to protect Landlord's
interest under this Lease shall not constitute a termination of Tenant's right to possession.
11.2.3 WAIVER. Tenant hereby waives any right of redemption or relief from
forfeiture under any present or future law, if Tenant is evicted or Landlord takes
possession of the Leased Premises by reason of the occurrence of any Event of Default
hereunder.
12. TERMINATION.
12.1 SURRENDER OF LEASED PREMISES. On expiration of this Lease, if no
Event of Default exists, Tenant shall surrender the Leased Premises in the same condition as
when the Lease Term commenced, ordinary wear and tear excepted. Except for furnishings,
trade fixtures and other personal property installed at Tenant's expense, all alterations, additions
or improvements, whether temporary or permanent in character, made in or upon the Leased
Premises, either by Landlord or Tenant, shall be Landlord's property and at the expiration or
earlier termination of the Lease or any Renewal Term shall remain on the Leased Premises
without compensation to Tenant; provided that, if Landlord requests in writing, Tenant shall, at
its expense and without delay, remove any alterations, additions or improvements, that are not
defined as Landlord's property made to the Leased Premises by Tenant and designated by
Landlord to be removed, and repair any damage to the Leased Premises or the Building or the
Project caused by such removal. If Tenant fails to repair the Leased Premises, Landlord may
complete such repairs and Tenant shall reimburse Landlord for such repair and restoration. If
Tenant fails to remove such property as required under this Lease, Landlord may dispose of such
property in its sole discretion without any liability to Tenant, and further may charge the cost of
any such disposition to Tenant.
12.2 TERMINATION FOR CONVENIENCE. Either Landlord or Tenant may
terminate this Lease without cause upon 180 days' notice to the other party.
13. MISCELLANEOUS.
13.1 QUIET ENJOYMENT. Subject to the rights of Landlord to enter into the Leased
Premises as provided in paragraph 7.1 hereof, if and so long as Tenant timely keeps and
performs each and every term, covenant and condition herein contained on the part of Tenant to
be kept and performed, Tenant shall quietly enjoy the Leased Premises without hindrance by
Landlord.
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13.2 ACCORD AND SATISFACTION. No receipt and retention by Landlord of any
payment tendered by Tenant in connection with this Lease shall constitute an accord and
satisfaction, or a compromise or other settlement, notwithstanding any accompanying statement,
instruction or other assertion to the contrary unless Landlord expressly agrees to an accord and
satisfaction, or a compromise or other settlement, in a separate writing duly executed by
Landlord.
13.3 SEVERABILITY. The parties intend this Lease to be legally valid and enforceable
in accordance with all of its terms to the fullest extent permitted by law. If any term hereof shall
be stricken from this Lease to the extent unenforceable, the same shall be as if it never had been
contained herein. Such invalidity or unenforceability shall not extend to any other term of this
Lease, and the remaining terms hereof shall continue in effect to the fullest extent permitted by
law, the same as if such stricken term never had been contained herein.
13.4 APPLICABLE LAW/CONSTRUCTION. This Lease shall be construed
according to the laws of the State of Colorado and the provisions hereof shall be construed in
accordance with their fair meaning. Each of the parties has agreed to the use of the particular
language hereof (and in all attached Schedules), and any questions of doubtful interpretation
shall not be resolved solely by any rule or interpretation providing for interpretation against the
party who causes the uncertainty to exist or against the draftsman. The subject captions; use of
different type fonts; or boldfaced, italicized or underlined words have been inserted for
convenience only and shall not be used to alter or interpret the content of this Lease.
13.5 BINDING EFFECT. The covenants, conditions, warranties and agreements
contained in this Lease shall be binding upon and inure to the benefit of the parties and their
respective heirs, successors and permitted assigns.
13.6 TIME. Time is of the essence of this Lease.
13.7 ENTIRE AGREEMENT. This Lease and the Schedules attached set forth all the
covenants, promises, agreements, representations, conditions, statements and understandings
between Landlord and Tenant concerning the Leased Premises, the Building and the Project, and
there are no representations, either oral or written between the parties other than those in this
Lease. Without limiting the foregoing, Tenant, hereby, specifically waives any claims, rights, or
defenses based on any warranties, representations or guarantees, whatever their form, made at
any time, by any party, negligently made or otherwise, except those warranties, representations
or guarantees contained in this Lease. This Lease shall not be amended or modified except in a
writing signed by both parties. Failure to exercise any right in one or more instance shall not be
construed as a waiver of the right to strict performance or as an amendment to or modification of
this Lease.
13.8 NOTICES. All notices, consents and approvals pursuant to this Lease shall be in
writing , sent by (a) reputable messenger or courier service; (b) a reputable private carrier of
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overnight mail; (c) personal delivery by agent of Landlord, Managing Agent, or Tenant; or (d)
mailed by United States mail, postage prepaid, certified mail, return receipt requested, in each
case addressed (i) to Landlord or Tenant at the address designated in paragraph 1.1 with a copy
to the Managing Agent, or (ii) to such other address as may hereafter be designated by either
party by written notice. Such notice shall be effective on the earlier to occur of delivery to the
stated address (or upon refusal to accept delivery) or if mailed, three (3) days after posting at a
United States Post Office, when mailed by certified mail to Landlord or Tenant at the address
designated in paragraph 1.1 with a copy to the Managing Agent.
13.9 FORCE MAJEURE. Except as otherwise provided in this Lease, the obligations
of Tenant to perform all of the terms, covenants and conditions on the part of Tenant to be
performed hereunder shall in no way be affected, impaired or excused because Landlord, due to
Unavoidable Delay (as defined below): (a) is unable to fulfill any of its obligations under this
Lease, or (b) is delayed in providing any service, equipment or fixtures expressly or impliedly to
be provided, or (c) is unable to make or is delayed in making any repairs, replacements,
additions, alterations or decorations. To the extent Landlord is unable to fulfill its obligations
under this Lease due to Unavoidable Delay, Landlord is excused from the performance of such
obligations; provided that Landlord shall in each instance exercise reasonable diligence to effect
performance when and as soon as reasonably practicable. Landlord, however, shall not be
obligated to pay overtime labor rates.
13.9.1 UNAVOIDABLE DELAY shall mean any and all delay beyond Landlord's
reasonable control, including without limitation, Tenant Delay; governmental restrictions,
regulations, controls, preemptions or delays; orders of civil, military or naval authorities;
strikes, labor disputes, lock -outs, shortages of labor or materials or reasonable substitutes
therefor; delays caused by manufacturers and suppliers of goods and materials; Acts of
God; fire, earthquake, floods, explosions or other casualties; extreme weather conditions
or other actions of the elements; enemy action, civil commotion, riot or insurrection.
13.9.2 TENANT DELAY shall mean any and all delays caused by any act or
omission attributable to Tenant, or any of Tenant's agents, contractors, servants,
employees, or licensees.
13.10 ATTORNEYS' FEES; PREJUDGMENT INTEREST. If the services of an
attorney are required by any party to secure the performance hereof or otherwise upon the breach
or default of another party to this Lease, or if any judicial remedy is necessary to enforce or
interpret any provision of this Lease, the prevailing party shall be entitled to reasonable
attorneys' fees, costs, expert witnesses fees, post -judgment collection costs, and other expenses,
in addition to any other relief to which such party may be entitled. Any award of damages
following judicial remedy as a result of the breach of this Lease or any of its provisions shall
include an award of prejudgment interest from the date of the breach or default at the maximum
amount of interest allowed by law.
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13.11 AUTHORITY. Tenant warrants and represents that it has full authority to enter,
into this Lease; that this Lease constitutes a binding obligation on behalf of Tenant, and that the
individual signing on behalf of Tenant is duly authorized to bind Tenant hereto.
13.12 PARTIES' APPROVALS. Except as otherwise herein expressly provided,
whenever consent or approval of either party is required, that party shall not unreasonably
withhold or delay such consent or approval.
13.13 FINANCIAL STATEMENTS. Intentionally omitted.
13.14 DEFAULT OF LANDLORD. Landlord's liability under this Lease shall be
limited to its interest in the Project, and under no circumstances shall any other property of
Landlord or of any owner of Landlord be available for satisfaction of any judgment against
Landlord. In no event shall Landlord be liable to Tenant or persons claiming through Tenant for
any consequential damages, including, without limitation, lost profits or business interruption,
nor shall Landlord have any liability for the criminal acts of third parties.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the day
and year first above written.
LANDLORD:
ATTEST:
Weld ou ty Jerk to the Boa d
BY:
„dm)
Deputy Cle; to t e Boar
DING -
APP VED AS T
County Attorney
TENANT:
Upstate Colorado Economic Development, Inc.
By:
Richard Werner, President and CEO
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLODO
Julie A. Cozad, Chair
0 5 2017
APPVED • S SJ'O SUBSTANCE:
7
ed Official or Department Head
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SCHEDULE 1- RULES AND REGULATIONS
Except as otherwise provided in any provision of the Lease the following Rules and Regulations
shall apply:
1. The sidewalks, entrances, halls, corridors, elevators and stairways of the Building and Project
shall not be obstructed or used as a waiting or lounging place by tenants, and their agents,
servants, employees, invitees, licensees and visitors. All entrance doors leading from any leased
premises to the hallways are to be kept closed at all times.
2. Landlord reserves the right to refuse admittance to the Building between the hours of 7:00
p.m. and 6:30 a.m. Monday through Saturday, and from 1:00 p.m. Saturday to 6:30 a.m. Monday
to any person not producing a key to its leased premises. In case of invasion, riot, public
excitement or other commotion, Landlord also reserves the right to prevent access to the
Building during the continuance of same. Landlord shall in no case be liable for damages for the
admission or exclusion of any person to or from the Building.
3. Landlord will furnish each tenant with two (2) keys to each door lock on its leased premises,
and Landlord may take a reasonable charge for any additional keys requested by any tenant. No
tenant shall alter any lock, or install new or additional locks or bolts on any door without the
prior written approval of Landlord. In the event of such alteration tenant shall supply Landlord
with a key for any such lock or bolt. Each tenant, upon the expiration or termination of its
tenancy, shall deliver to Landlord all keys in any such tenant's possession for all locks and bolts
in the Building.
4. In order that the Building may be kept in a state of cleanliness, each tenant shall, during the
term of each respective lease, permit Landlord's employees (or Landlord's agent's employees) to
take care of and clean its leased premises. No tenant shall cause any unnecessary labor by reason
of such tenant's carelessness or indifference in the preservation of good order and cleanliness of
its leased premises Tenants will use reasonable efforts to see that (i) the windows are closed, (ii)
the doors are securely locked, and (iii) all water faucets and other utilities are shut off (so as to
prevent waste or damage) each day before leaving its leased premises. In the event tenants must
dispose of crates, boxes, etc., which will not fit into office waste paper baskets, it will be the
responsibility of such tenant to dispose of same. In no event shall any tenant set such items in
public hallways or other areas of the Building, excepting such tenant's own leased premises, for
disposal.
5. All damage done to the Building by the delivery or removal of personal property, equipment,
trade fixtures, merchandise and other similar items, or by reason of their presence in the
Building, shall be paid to Landlord, immediately upon demand, by such tenant by, through, or
under whom such damage was done. No iron safe or other heavy or bulky object shall be
delivered to or removed from the Building, except by experienced safe men, movers or riggers
approved in writing by the Landlord. There shall not be used in any space, or in the public halls
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of the Building, either by such tenant or by jobbers or others, in the delivery or receipt of
merchandise, any hand trucks, except those equipped with rubber tires.
6. The walls, partitions, skylights, windows, doors and transoms that reflect or admit light into
passageways or into any other part of the Building shall not be covered or obstructed by any of
the tenants.
7. The toilet rooms, toilets, urinals, wash bowls and water apparatus shall not be used for any
purposes other than for those for which they were constructed or installed, and no sweepings,
rubbish, chemicals, or other unsuitable substances shall be thrown or placed therein. The expense
of any breakage, stoppage or damage resulting from violations of this rule shall be borne by such
tenant by whom, or by whose agents, employees, invitees, licensees or visitors, such breakage,
stoppage or damage shall have been caused.
8. No sign, name, placard, advertisement or notice visible from the exterior of any leased
premises, shall be inscribed, painted or affixed by a tenant on any part of the Building or Project
without the prior written approval of Landlord. All signs or letterings on doors, or otherwise
approved by Landlord shall be inscribed, painted or affixed at the sole cost and expense of such
tenant, by a person approved by Landlord. A directory containing the names of all tenants in the
Building shall be provided by Landlord at an appropriate place in the main level foyer of the
Building.
9. Except as otherwise provided in a tenant's lease, no signaling, telegraphic or telephonic
instruments or devices, or other wires, instruments or devices, shall be installed in connection
with any leased premises without the prior written approval of Landlord. Such installations, and
the boring or cutting for wires, shall be made at the sole cost and expense of such tenant and
under control and direction of Landlord. Landlord retains, in all cases, the right to require (i) the
installation and use of such electrical protecting devices that prevent the transmission of
excessive currents of electricity into or through the Building, (ii) the changing of wires and of
their installation and arrangement underground or otherwise as Landlord may direct, and (hi)
compliance on the part of all using or seeking access to such wires with such rules as Landlord
may establish relating thereto. All such wires used by such tenants must be clearly tagged at the
distribution boards and junction boxes and elsewhere in the Building, with (i) the number of the
leased premises to which said wires lead, (iil the purpose for which said wires are used, and (iii)
the name of the company operating same.
10. Tenant, its agents, servants or employees, shall not, except as otherwise permitted under its
lease, (a) go on the roof of the Building, (b) use any additional method of heating or air
conditioning in its leased premises, (c) sweep or throw any dirt or other substance from its leased
premises into any of the halls, corridors, elevators, or stairways of the Building, (d) bring in or
keep in or about its leased premises any vehicles, bicycles or animals of any kind, (e) install any
radio or television antenna or any other device or item on the roof, exterior walls, windows or
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window sills of the Building, (f) place objects against glass partitions, doors or windows which
would be unsightly from the interior or exterior of the Building, (g) use any leased premises: ( 1)
for lodging or sleeping, (2) for cooking (except that the use by any tenant of equipment for
brewing coffee, tea and similar beverages shall be permitted as well as counter top microwave
cooking, provided that such use is in compliance with law), (3) for any manufacturing, storage or
sale of merchandise or property of any kind; and (h) cause or permit unusual or objectionable
odor to be produced or permeate from its leased premises, including, without limitation,
duplicating or printing equipment fumes. Tenant, its agents, servants and employees, invitees,
licensees, or visitors shall not permit the operation of any musical or sound producing
instruments or device which may be heard outside leased premises, Building, or which may emit
electrical waves which will impair radio or television broadcast or reception from or into the
Building.
11. Tenants shall not store or use in any leased premises any (a) ether, naphtha, phosphorous,
benzol, gasoline, benzine, petroleum, crude or refined earth or coal oils, flashlight power,
kerosene or camphene, (b) any other flammable, combustible, explosive or illuminating fluid,
gas or material of any kind, and (c) any other fluid, gas or material of any kind having an
offensive odor, without the prior written consent of Landlord.
12. No canvassing, soliciting, distribution of hand bills or other written material, or peddling
shall be permitted in the Building or the Project, and tenants shall reasonably cooperate with
Landlord in prevention and elimination of same.
13. Tenant shall give Landlord prompt notice of all accidents to or defects in air conditioning
equipment, plumbing, electrical facilities or any part of appurtenances of leased premises.
14. If any leased premises becomes infested with vermin, any tenant, at its sole cost and expense,
shall cause its premises to be exterminated from time to time to the satisfaction of Landlord and
shall employ such exterminators as shall be approved by Landlord, except in the event such
infestation is due to Landlord's culpable negligence or willful misconduct.
15. No curtains, blinds, shades, screens, awnings or other coverings or projections of any nature
shall be attached to or hung in, or used in connection with any door, window or wall of any
leased premises of the Building without the prior written consent of the Landlord, which consent
shall not be unreasonably withheld or delayed.
16. Wherever the word "tenant" occurs, it is understood and agreed that it shall also mean any
tenant's associates, employees, agents and any other person entering the Building or leased
premises under the express or implied invitation of such tenant. Tenant shall cooperate with
Landlord to assure compliance by all such parties with rules and regulations.
17. Landlord reserves the right to make reasonable amendments, modifications and additions to
the rules and regulations heretofore set forth, and to make additional reasonable rules and
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regulations, as in Landlord's reasonable judgment may from time to time be needed for the
safety, care, cleanliness and preservation of good order of the Building; provided that the same
shall be non-discriminatory and applied consistently to all tenants in the Building.
18. A tenant shall not do anything in its leased premises, or bring or keep anything herein, which
will in any way increase or tend to increase the risk of fire or rate of insurance, or which shall
conflict with the regulations of the fire department or the fire laws or with any insurance policy
on the Building or any part thereof, or with any rules or ordinances established by Municipal
Authority.
19. Landlord shall have the right, exercisable without notice and without liability to any tenant,
to change the name of the Building.
20. A tenant shall not in any manner use the name of the Project for any purpose other than that
of the business address of such tenant, or use any picture or likeness of the Project, in any
letterheads, envelopes, circulars, notices, advertisements, containers or wrapping material,
without Landlord's express consent in writing.
21. A tenant shall not overload any floor or part thereof in its leased premises or other areas of
the Building, including any public corridors or elevators therein bringing in or removing any
large or heavy articles, and Landlord may reasonably direct and control the location of safes and
all other heavy articles and reasonably require supplementary supports at the tenant's expense of
such material and dimensions as Landlord may reasonably deem necessary to properly distribute
the weight.
22. The utility closets, telephone closets, electrical closets, and other such closets, rooms and
areas shall be used only for the purposes and in the manner designated by Landlord, and may not
be used by any tenants, or their contractors, agents, employees, or other parties, without
Landlord's prior written consent, which consent shall not be unreasonably withheld, conditioned
or delayed.
23. Landlord reserves the right to exclude or expel from the Project any person who, in the
judgment of Landlord, is intoxicated or under the influence of liquor or drugs, or who shall in
any manner do any act in violation of any of these Rules and Regulations. Tenants shall not at
any time manufacture, sell, use or give away, any spirituous, fermented, intoxicating or alcoholic
liquors on the Property, nor permit any of the same to occur (except in connection with
occasional social or business events conducted in its premises which do not violate any laws nor
bother or annoy any other tenants).
24. A tenant shall conduct no auction, fire or "going out of business" sale or bankruptcy sale in
or from the Premises, and such prohibition shall apply to such tenant's creditors.
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25. A tenant shall cooperate and comply with any reasonable safety or security programs,
including fire drills and air raid drills, and the appointment of "fire wardens" developed by
Landlord for the Property, or required by law. Before leaving its premises unattended, a tenant
shall close and securely lock all doors or other means of entry to the premises and shut off all
lights and water faucets in the premises (except heat to the extent necessary to prevent the
freezing or bursting of pipes).
26. Only authorized employees or agents of a tenant having a right of access to the roof of the
Building for the limited purpose of installing, maintaining and operating an antenna, or antenna,
shall be permitted on the roof of the Building. Any such tenant having an authorized antenna on
the roof of the Building shall provide the Landlord with a list of its employees and agents
authorized, on behalf of the tenant to enter onto the roof of the Building to install, maintain and
operate the antenna. The Building manager and the Building security personnel will maintain
custody of the access key to the door providing access to the roof of the Building. Authorized
individuals shall be entitled to access to the roof during normal business hours for all routine
matters relating to installation, maintenance or operation of the antenna. Access to the roof
during non -business hours shall only be available in case of an emergency. Anyone entering the
roof shall stay within designated walkways and shall not throw, drop or allow foreign objects to
be blown over the edge of the roof. Any and all trash, paints, tools, or similar items shall be
removed from the roof and the area shall be left in a clean and neat condition.
27. The interior of the Building is a "non-smoking" environment. Tenants, their agents,
contractors, employees and invitees agree that smoking will be permitted in the outside plaza
level areas of Building Complex only.
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SCHEDULE 2 - UTILITY SERVICES
The Landlord shall provide the following utility services:
a. Air Conditioning and heat for normal purposes only, to provide in Landlord's judgment,
comfortable occupancy Monday through Friday from 7:00 a.m. to 6:00 p.m., Saturday, 8:00 a.m.
to 2:30 p.m., and Sundays and Holidays excepted. Tenant agrees not to use any air conditioning
or heating apparatus or device, in or upon or about the Leased Premises, and Tenant further
agrees not to connect any such apparatus or device with the conduits or pipes, or other means by
which such services are supplied, for the purpose of using additional or unusual amounts of such
services, without written consent of the Landlord. In the event Tenant does request after-hours
air conditioning, heating, electrical/lighting, such services shall be available at the rate charged
by Landlord for such services from time to time. The charge shall be payable as additional Rent.
b. Electric power for lighting and operation of office machines, air conditioning and heating as
may be required for comfortable occupancy of the premise between Monday and Friday from
7:00 a.m. to 6:00 p.m., Saturday, 8:00 a.m. to 2:30 p.m., and Sundays and Holidays excepted.
Electric power furnished by Landlord is intended to be that consumed in normal office use for
the lighting, heating ventilating, air conditioning and small office machines. Tenant's use of
electric power shall never exceed the capacity of the feeders to the Building of which the Leased
Premises is located or the risers or wiring installation.
c. Water for drinking, lavatory and toilet purposes from the regular Building supply (at the
prevailing temperature) through fixtures installed by Landlord, (or by Tenant with Landlord's
written consent).
d. In the event that Tenant has unusual needs with regard to the services to be provided by
Landlord that would cause utilization to exceed that required for normal office use as specified,
including but not limited to, any unusual utility usage or installation, Tenant shall immediately
notify Landlord in writing of same. Landlord, at its option, may (i) cause same to be separately
metered at Tenant's expense including the expense of installation of such meters or (ii) equitably
estimate the cost thereof to be charged directly to Tenant at the rate charged by Landlord for
such services in the Building from time to time. The charge shall be payable as additional Rent.
If Tenant fails to give Landlord written notice of Tenant's unusual needs for services, Landlord
may back -charge Tenant for an equitable amount to compensate Landlord for such extra usage.
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SCHEDULE 3
JANITORIAL AND MAINTENANCE SERVICES
1. Subject to the terms of the Lease, Landlord shall supply public rest room supplies, public and
demised area lamp replacement, window washing with reasonable frequency, and janitorial
services to the Common Areas and Leased Premises which shall include the vacuuming of
carpeted areas twice per week and the emptying of wastepaper baskets daily, during weekdays.
2. Landlord agrees to maintain the exterior and interior of the. Building to include lawn and
shrub care, snow removal, maintenance of the structure, roof, floor and latent defects,
mechanical and electrical equipment, architectural finish, and so on, excluding only those items
specifically excepted elsewhere in this Lease.
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SCHEDULE 4 - PARKING
Notwithstanding anything contained in the Lease to the contrary, Landlord shall provide Tenant
with (3 parking spaces in the gated parking lot. There are no fees for these parking spaces.
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