08-08-2007 EAGLE RIVER FIRE PROTECTION DISTRICT LEASE AGREEMENTLEASE AGREEMENT
THIS LEASE AGREEMENT (this "Agreement"), made effective as of the 8th day of August,
2007 ("Effective Date"), is among EAGLE RIVER FIRE PROTECTION DISTRICT, a quasi-
municipal corporation ("Landlord") and the TOWN OF AVON, a municipal corporation
("Tenant").
R FrrTA I".q,
A. WHEREAS, Landlord is the owner of that certain real property, known as Tract
E, The Village (at Avon) Filing 3, according to the plat thereof recorded June 29, 2004 at
Reception No. 882176 of the Eagle County, Colorado real property records (the "Premises").
B. WHEREAS, Landlord desires to lease Tract E to Tenant.
C. WHEREAS, Tenant desires to lease the Premises for snow storage.
AGREEMENT
NOW, THEREFORE, in consideration of the sum of Ten ($10.00) Dollars and other
good and valuable consideration paid by Tenant, the receipt of which is hereby acknowledged,
the parties agree as follows:
1. Grant of Lease to Tenant: Subject to the terms, covenants and conditions set forth
in this Agreement, Landlord hereby leases the Premises to Tenant to use and possess during the
Term of this Agreement for storage of snow.
2. Term of Lease: The term of this lease (the "Term") shall commence on the
Effective Date hereof and terminate at 11:59 p.m. MST on December 31, 2007. This lease shall
thereafter automatically renew for additional one year terms on the first day of each year
thereafter unless written notice of non-renewal is given by either party at least 60 days prior to
the automatic renewal date.
3. Additional Obligations:
(a) Tenant shall, at its sole cost and expense, promptly comply with all
applicable laws, rules and regulations relating to the Premises. Tenant shall further be obligated
to comply with all environmental laws, federal and state rules and regulations and ordinances, as
it would have to comply with such obligations on its own property. Tenant, however, shall not
be obligated to do more than that which it is already obligated to do pursuant to those laws.
(b) Tenant shall keep the Premises in a neat, clean and sanitary condition,
consistent with the uses set forth in this Agreement, at all times during the Term of this
Agreement.
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4. Alterations: Tenant shall make no material alterations, additions or improvements
in or to the Premises without Landlord's prior written approval and consent for items and or
improvements.
5. Insurance: During the Term of this Agreement, Tenant shall maintain, at its sole
cost and expense, the following policies of insurance:
(a) Commercial general liability insurance- in an- occurrence format in an
amount of $1000',000 per occurrence,- including the foil'owing coverage: contractual' Iiability,
personal injury, broad form property damage, independent contractors and premises operations.
Such policies shall include a provision requiring a minimum of 30 days' notice to Landlord of
any change or cancellation. Landlord shall be named as an additional insured as its interests may
appear on this policy.
(b) Comprehensive automobile liability insurance on all vehicles used in
connection with this Agreement, in an amount of $1,000,000 combined single limits for bodily
injury and property damage, per occurrence. Tenant shall legally obligate its subcontractors,
either contractually or otherwise, to obtain identical coverage. Landlord shall be named as an
additional insured as its interests may appear on Tenant's and any subcontractor's policies.
6. Quiet Enjoyment: Landlord covenants and agrees with Tenant that upon Tenant
observing and performing all the terms, covenants and conditions of this Agreement on Tenant's
part to be observed and performed, Landlord shall not, subject to Section 9, below, disturb
Tenant's peaceable and quiet enjoyment of the Premises during the Term of this Agreement.
7. Acceptance of Premises: Taking possession of the Premises by Tenant shall be
conclusive evidence against Tenant that the Premises were in good order and that the Tenant
accepted the condition of the Property when possession was taken. Notwithstanding that fact,
the Premises is made available to Tenant in its "as is" condition on the commencement date of
the Term.
8. Indemnity:
(a) To the full extent allowed by law, Tenant shall indemnify, defend and hold
harmless Landlord and its respective agents, officers, directors, servants and employees of and
from any and all costs, expenses (including without limitation reasonable attorneys' fees),
liability, claims, liens, demands, actions and causes of action whatsoever arising out of or related
to any loss, cost, damage or injury, including death of any person or damage to property of any
kind, which damage, loss or injury is caused by the breach of this lease or the willful misconduct
or negligent acts, errors or omissions of Tenant, its subcontractors or any person directly or
indirectly employed by them, or any of them, while engaged in any activity on or associated with
the Premises.
(b) To the full extent allowed by law, Landlord shall indemnify, defend and
hold harmless Tenant, its agents, officers and employees of and from any and all costs, expenses
(including without limitation reasonable attorneys' fees), liability, claims, liens, demands, actions
or causes of action whatsoever arising out of or related to any loss, cost, damage or injury,
2
including the death of any person, or damage to property of any kind, which damage, loss or
injury is caused by the breach of this lease or the willful misconduct or negligent acts, errors or
omissions of Landlord, its subcontractors or any person directly or indirectly employed by them,
or any of them, while engaged in any activity on or associated with the Premises.
9. Default: If either party neglects or fails to perform or observe any of the terms or
covenants herein contained to be performed or observed by that party,. and that defaulting party
fails to remedy such default. within: ten4 (1.0) days after receiving written notice specifying such
neglect or failure (or within such period, if any, as may be reasonably required to cure such
default if it is of such nature that it cannot be cured within such 10-day period, provided that the
defaulting party commences to remedy such default within such ten-day period and proceeds
with reasonable diligence thereafter to cure such default), that party shall be declared in default
of this Agreement.
10. Remedies: If Tenant shall default under this Agreement as set forth in Section 9,
Landlord shall have all remedies at law or equity, including but not limited to Landlord's right to
terminate this Agreement, re-enter and take possession of the Premises and/or pursue any
statutorily mandated court proceeding. If Landlord shall default under this Agreement as set
forth in Section 9, Tenant shall have all remedies at law or equity, including but not limited to
the remedies of specific performance or termination of this Agreement. The remedies of
Landlord and Tenant shall be cumulative and the exercise of one remedy shall not be deemed to
have been an election of remedies to the exclusion of any other remedies available. No delay or
omissions by either party to exercise any right or power arising from a breach of the other party
of any of the terms of this lease shall impair any such right or power or shall be construed to be a
waiver of any breach or an acquiescence therein.
11. End of Term: At the expiration of or earlier termination of this Agreement,
Tenant shall quit and surrender the Premises to Landlord in as good order as they were in on the
commencement date of the Agreement and with no material change from the condition they were
in on that same date, with all temporary improvements thereon removed, subject to the
provisions of 3(a) hereof.
12. Waiver of Subrogation: Landlord and Tenant respectively waive all rights of
recovery against the officers, directors, employees and agents of the other, for loss of or damage
to such waiving party of its property or the property of the other under its control, arising from
any cause insured against under the standard form of fire insurance policy (with all permissible
extension endorsements covering additional perils) or under any other policy of insurance carried
by such waiving party in lieu thereof.
13. Notice: Any notice, demand or communication which either party may desire or
be required to give to the other party shall be in writing and shall be deemed sufficiently given or
rendered if delivered personally or sent by first class United States mail, postage prepaid,
addressed as follows:
3
If to LANDLORD: Eagle River Fire Protection District
P.O. Box
351 Benchmark Road
Avon, Colorado 81620
If to TENANT: Town of Avon
P.O:.Box 975
400' Benchmark Road`
Avon, Colorado 81620
Either party shall have the right to designate in writing, served as provided above, a different
address to which any notice, demand or communication is to be mailed.
14. No Representations or Warranties: There are no representations and warranties
by the parties, their agents, servants and employees whether oral or in writing, relating to or
concerning this Agreement other than as specifically set forth herein. Each of the parties hereto
warrants and represents to the other that it is authorized or empowered to enter into this
Agreement and perform the terms hereof.
15. Entire Agreement: This Agreement constitutes the entire agreement between the
parties hereto and supersedes all prior written and oral agreements and understanding relating to
the subject matter hereof.
16. Modification: This Agreement may not be modified, amended or discharged
except by an instrument in writing signed by the parties hereto. No waiver or consent may be
enforced unless such waiver or consent shall be in writing and signed by the party against whom
enforcement thereof is sought.
17. Applicable Law: This Agreement shall be governed by the law of the State of
Colorado.
IN WITNESS WHEREOF, the Parties have hereunto caused this Lease Agreement to
be executed on their behalf the day and year first above written.
EAGLE RIVER FIRE PROTECTION
DISTRICT,
a quasi-municipal corporation of the State of
Colorado a
By:
B
Name: Charles A. Moore N
Title: General Manager / Fire Chief T
4
TOWN OF AVON,
a municipal corporation of the State of
Colorado
t
r' A
SERVICE G~REEIVIENT
This agreement is made and entered into this day o i - by and between Eagle River Fire Protection
District whose address is P.O. Box 7980, Avon Colorado, 81620 (h after know as "ERFPD") and the Town of Avon
whose address is P.O. Box 1726, 500 Swift Gulch Road, Avon, Colorado, 81620 (hereafter designated as "Contractor').
RECITAL
In consideration of the obligation of ERFPD to pay the Contractor as herein provided and in consideration of the other
terms and conditions hereof, the parties agree as follows:
Contractor Services: Contractor will, during the term of this Agreement, provide:
(a) Routine maintenance and preventive maintenance ("Routine Maintenance") of the ERFPD vehicles
and equipment. Service will be performed on approximately 23 vehicles or other equipment, although
the number of vehicles and equipment serviced may be increased or decreased in ERFPD's sole
discretion; provided, the combined number of vehicles and equipment shall not exceed 75 without the
approval of Contractor. Routine Maintenance will be performed at least every 3,000 miles or 250
hours of use. Routine Maintenance shall consist of those services outlined in Exhibit A attached
hereto.
(b) Repair and replacement work as requested by ERFPD ("Repair and Replacement"). No payment for
any Repair and Replacement shall be due unless ERFPD has approved of such charges. Services
may be commenced with verbal approval by ERFPD of a written estimate submitted by Contractor.
Repair and Replacement includes, without limitation, transmissions repairs, engine repairs, rear end
repairs and any other work or repairs exceeding $2,000.00. ERFPD acknowledges that
subcontractors will perform certain repair work. Contractor shall be responsible for assuring that all
such subcontracted work will be performed promptly and in accordance with the terms and conditions
of this Agreement.
(collectively the "Services")
2. Facilities: Contractor represents that its facilities are in good repair and adequately equipped and
that it has a sufficient staff to perform all work in a timely manner. All Routine Maintenance shall be
completed within 24 hours of any vehicle being brought to Contractor's facility.
3. Compensation: In consideration of Contractor's services during the term of this Agreement, ERFPD
will pay Contractor the shop rate of $95.00 per hour for Routine Maintenance and Repair and
Replacement. Materials and sublet work shall be charged at cost plus ten percent. Invoice shall be
issued by the 10th of each month for services performed the previous month. Payment shall be
remitted within ten (10) days of receipt of invoice. Contractor's washing facilities may be used by
ERWSD. Contact TOA for current wash rates. Contractor's Fueling Facilities may be used by ERFPD.
The cost of Unleaded Gasoline and Diesel Fuel will be at the Contractor's cost plus ten percent.
4. Terms and Termination: This Agreement will be effective as of January 1, 2007 and will terminate
on December 31, 2007 unless either party fails to substantially perform the duties and obligations in
accordance herewith. In such an event, the other party may terminate this Agreement upon seven
(7) days written notice to that party, unless that party cures the breach within the seven (7) day
remedy period. Either party may terminate this Agreement without cause upon 30 Days written
notice.
5. Relationships and Taxes: The relationship between the parties is that of independent contracting
parties, and nothing herein shall be deemed or construed by the parties hereto or by any third party
as creating a relationship of principal and agent or partnership, or of a joint venture between the
parties. Contractor shall be solely responsible for any tax, withholding or contribution levied by the
Federal Social Security Act. Contractor is not entitled to unemployment compensation or other
employment related benefits, which are otherwise made available by ERFPD to its employees.
Contractor shall provide ERFPD an original of its Form W-9 (Request for Taxpayer Identification
Number of Certification).
' V
6. Warranty: Contractor shall perform all Services in a prompt, efficient and workmanlike manner.
Contractor shall promptly correct any defective work. This warranty shall be in lieu of all other
warranties, express or implied. Contractor's sole liability hereunder, whether in tort or in contract, is
expressly limited to the warranty provided for herein.
7. Assignment: Contractor's duties hereunder requires particular expertise and skills, and may not be
assigned to any third party without the expressed written consent of ERFPD, and any attempt to do
so shall render this Agreement null and void and no effect as respects the assignee (s) and shall
constitute an event of default by Contractor.
8. Waiver: Failure to insist upon strict compliance with any terms, covenants, and/ or conditions hereof
shall not be deemed a waiver of such term, covenant, or condition, nor shall any waiver or
relinquishment of any right or power hereunder at any time or more times be deemed a waiver or
relinquishment of such right or power at any other time or times.
9. Benefit: The terms, provisions, and covenants contained in this Agreement shall apply to, inure to
the benefit of and be binding upon the parties hereto and their respective heirs, successors in
interest, and legal representatives except as otherwise herein expressly provided.
10. Situs and Severability: The laws of the State of Colorado shall govern the interpretation, validity,
performance and enforcement of this Agreement. If any provision of this Agreement shall be held to
be invalid or unenforceable, the validity and enforceability of the remaining provisions of this
Agreement shall not be affected thereby.
11. Modification: This Agreement contains the entire agreement between the parties, and no
agreement shall be effective to change, modify, or terminate in whole or in part unless such
agreement is in writing and duly signed by the party against whom enforcement of such change,
modification, or termin ion is sought.
EXECUTED t is day o V • tr ° ZD6@'~" 0
Eagl fiver rot c n District
B V V V7~
EXECUTE D-tHi~~') day of . 296'
By:
(2-
EXHIBIT A
WORK FREQUENCY RATE
"A" PM 3,000 miles or $95.00 hr.
Preventive Maintenance 250 hours Plus parts &
Inspection sublet
"Annual" every 12months $95.00 hr.
Preventive Maintenance Plus parts &
Inspection sublet
NOTE: Included as a part of Exhibit A is the vehicle listing applicable to this agreement as of
December 1, 2006.
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