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HomeMy WebLinkAbout10614RESOLUTION NO. 10614 A RESOLUTION APPROVING A LEASE AGREEMENT BETWEEN THE CITY OF PUEBLO AND SANTA FE CROSSINGS, LLLP RELATING TO THE LEASE OF SPACE IN THE SANTA FE CROSSINGS PROJECT FOR GOVERNMENT OFFICES BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1 The Lease Agreement dated December 27, 2005 between the City of Pueblo and Santa Fe Crossings, LLLP relating to the lease of space in the Santa Fe Crossings Project for government offices, a copy of which is attached hereto, having been approved as to form by the city Attorney, is hereby approved. SECTION 2 The President of the City Council is authorized to execute and deliver the Lease Agreement in the name of the City in substantially the form and content of the Lease Agreement attached hereto with such changes and modifications thereto as the City Manager with the approval of the City attorney shall determine to be in the best interest of the City. SECTION 3 The City Clerk is directed and authorized to affix the seal of the City to the Lease Agreement and attest same. SECTION 4 This Resolution shall become effective upon final passage and approval. / ,; s INTRODUCED December 27, 2005 BY Ray Aquilera Councilperson LEASE AGREEMENT THIS LEASE AGREEMENT entered into as of December 27, 2005 between Santa Fe Crossings, LLLP, a Colorado limited liability limited partnership, 1414 N. Santa Fe Avenue, Pueblo, Colorado, 81003 (herein "Landlord ") and City of Pueblo, a municipal corporation, 1 City Hall Place, Pueblo, Colorado, 81003 (herein "Tenant "). WITNESSETH: RECITALS A. Landlord is the owner of the property and building located thereon legally described as the North 34.34 feet of Lot 5 and the South 16 feet, two inches ofLot 6, Pueblo, street address: 223 N. Santa Fe Avenue, Pueblo, Colorado (the "Property"). B. Landlord desires to lease to Tenant the portion of the Property shown on Exhibit A consisting of 2495 square feet of office space ( "Premises ") and Tenant is willing to leasethe Premises from Landlord. LEASE In consideration of the foregoing Recitals and mutual covenants contained herein, Landlord and Tenant agree as follows: 1. Demise Landlord leases to Tenant and Tenant leases from Landlord the Premises upon the terms and provisions of this Lease. 2. Use. Tenant may use the Premises for governmental offices and any other use approved by Landlord, which approval shall not be unreasonably withheld. Tenant shall not cause, maintain or permit any nuisance or waste in, on, or about the Premises. Tenant shall not install any exterior sign on the Premises without the consent of Landlord, which consent shall not be unreasonably withheld. 3. Term. The Lease Term shall commence on the date of substantial completion of tenant improvements (as defined in Section 7 hereof) in accordance with plans and specifications therefor approved by Tenant ( "Commencement Date "). The Original Term shall terminate on December 31 of the calendar year in which Commencement Date occurs. The Lease Term may be continued solely at the option of Tenant, for the first Renewal Term and for additional Renewal terms thereafter, each for one year in duration, but in no event to exceed a period of seven (7) years from Commencement Date. In the event that Tenant shall determine, for any reason, not to renew this Lease, Tenant shall give written notice to such effect to Landlord not less than 60 days prior to the end of the Original Term or the then current Renewal Term; provided, however, that a failure to give such notice shall not constitute an Event ofDefault under Section 18 ofthis Lease, nor prevent Tenant from declining to renew this Lease, nor result in any liability on the part of Tenant. The option of Tenant to renew or not to renew this Lease shall be conclusively determined by whether or not the City Council of Tenant ( "City Council") has, on or before December 31 immediately preceding the commencement of any Renewal Term, budgeted and appropriated, specifically with respect to this Lease, moneys sufficient to pay all the Rentals for such ensuing Renewal Term, all as further provided in Section 4 of this Lease. It is the intention of the City Council that the decision to renew or not to renew this Lease shall be made solely by the City Council and not by any other Tenant officer, and the City Manager of the City (or any other officer at any time charged with the responsibility of formulating budget proposals) is hereby directed to include in the budget proposals submitted to the City Council, in any year in which this Lease shall be in effect, items for all payments required for the ensuing Renewal Term under this Lease. Tenant hereby declares its current need for the Premises. It is hereby declared to be the present intention and expectation ofthe City Council that this Lease will be renewed annually, but this declaration shall not be construed as contractually obligating or otherwise binding the Tenant or the City Council. The Tenant and Landlord hereby agree that the Rentals hereunder during the Original Term and any Renewal Term represent the fair value for the use of the Premises. The terms and conditions during any Renewal Term shall be the same as the terms and conditions during the Original Tenn except that rent shall be as provided in Section 5 hereof. 4. Nonappro nn iation In the event that the City Council shall not budget and appropriate moneys sufficient to pay all Rentals coming due for the next ensuing Renewal Term, specifically with respect to this Lease, on or before December 31 of each year, an Event ofNonappropriation shall be deemed to have occurred. If an Event of Nonappropriation occurs, Tenant shall not be obligated to make payment ofthe Rentals or any other payment provided herein which occurs after the last day of the Original or Renewal Term during which such Event ofNonappropriation occurs. Tenant shall in all events vacate the Premises by the expiration of the Original or Renewal Term during which an Event of Nonappropriation occurs and Tenant's rights to the Premises under this Lease shall terminate. 5. Rent. During the Original Term rent shall be $2,310.00 per month and for each successive Renewal Term if renewed by the City, rent shall be as follows: an amount equal to $2,310.00 per month for a period of thirty -six (3 6) months from Commencement Date and $2,520.00 per month each month thereafter. Rent shall be paid in advance, on the I' day of each calendar month during the Original Term and each Renewal Term, payable at the address of 1414 N. Santa Fe Avenue, Pueblo, Colorado, 81003, without notice. For any month less than a full calendar month, rent shall be prorated. 6. Payments by Tenant Tenant and Landlord acknowledge and agree that the Rentals and any other obligations hereunder shall constitute currently budgeted expenditures of Tenant, if specifically appropriated by Tenant for that purpose. The obligations ofthe Tenant under this Lease shall be from year to year only, and shall not constitute a mandatory payment obligation ofthe Tenant -2- in any fiscal year beyond a fiscal year during which this Lease shall be in effect. No provision of this Lease shall be construed or interpreted as creating a general obligation or other indebtedness of Tenant within the meaning of any constitutional, statutory or Charter debt limitation. No provision of this Lease shall be construed or interpreted as a delegation of governmental powers nor as a donation by or a lending of the credit of Tenant, or as creating a multiple -fiscal year direct or indirect debt or other financial obligation whatsoever of Tenant or a general obligation or other indebtedness of Tenant within the meaning ofany constitutional Charter or statutory debt limitation, including without limitation, Article X, Section 20 or Sections, 1, 2 or 6 of Article XI of the Constitution ofthe State. This Lease sball not directly or indirectly obligate Tenant to make any payments beyond those appropriated for any fiscal year in which this Lease shall be in effect. No provision of this Lease be construed to pledge or to create a lien on any class or source of Tenant moneys, nor shall any provision of this Lease restrict the future issuance of any Tenant's bonds or obligations payable from any class or source of Tenant moneys. 7. Tenant Improvements Landlord shall construct, install and complete Tenant improvements in an expeditious and workmanlike manner using quality workmanship and materials in accordance with plans and specifications therefor approved by Tenant. 8. Taxes Landlord shall pay all real estate taxes levied or assessed against the Property and Buildings. Tenant shall pay, before delinquency, any and all taxes, assessments, license taxes and other charges imposed, levied or assessed and which become payable during the term hereof upon Tenant's operations, occupancy or conduct of business upon or from the Premises or upon Tenant's equipment, furniture, fixtures, and other personal property located in the Premises. 9. Utilities Tenant shall promptly pay the cost of any utility service which is used or consumed in the Premises whether or not such utility is separately metered, except water, sewer and refuse disposal. 10. Re airs. Landlord shall keep and maintain in good repair and condition at its expense, the Premises and the building in which the Premises is located, including, without limitation, structural components, interior and exterior walls, floors, ceiling, roofs, sewer and water lines and connections, plumbing, heating and air conditioning equipment and systems, and glass. Tenant shall notify Landlord of any condition in or upon the Premises or building in which the Premises is located requiring repair and Landlord shall make such repairs in a reasonable time. 11. Quiet Enjoyment Tenant shall, and may peacefully have, hold and enjoy the Premises, subject to the other terms hereof, provided that Tenant pays the Rental herein recited and performs all of Tenant's covenants and agreements herein contained. 12. Alterations After Commencement Date, Tenant may make any additions, alterations or improvements in or to the Premises ( "Alterations ") with the Landlord's written consent which shall not be unreasonably withheld or delayed. Tenant shall not permit or allow any lien to be filed or recorded against the Premises or the Building or Landlord's interest therein and Tenant shall fully -3- cooperate with Landlord in obtaining the protection afforded Landlord under Section 38 -22 -105, C.R.S. All Alterations made in or to the Premises by Tenant shall be surrendered with the Premises at the termination ofthis Lease or be removed by Tenant in its discretion. Tenant shall have the right to remove or replace its removable trade fixtures and Alterations, provided Tenant repairs any damage caused by such removal. The failure of Tenant to remove its fixtures, Alterations, or any of its property within thirty (30) days after the termination of this Lease shall be deemed abandonment of such property. 13. Right of Entry Landlord reserves and shall at all reasonable times have the right to enter the Premises to inspect the same, to show the Premises, and to alter, improve, or repair the Premises and any portion of the Buildings without abatement of rent, and may for that purpose erect, use and maintain scaffolding, pipes, conduits and other necessary structures in and through the Premises where required by the character of the work to be performed, provided entrance to the Premises shall not be denied Tenant, and further provided that the business of Tenant and other occupants of the Premises shall not be unreasonably interfered with. For each of the aforesaid purposes, Landlord shall at all times have and retain a key with which to unlock all of the doors in, upon or about the Premises, and Landlord shall have the right to use any and all means which Landlord may deem necessary or proper to open such doors in an emergency in order to obtain entry. Any such entry to the Premises shall not be construed or deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or an eviction, of Tenant. Tenant shall permit Landlord (or its designees) to enter the Premises to erect, use, maintain, replace and repair, pipes, cables, conduits, plumbing, vents and telephone, electric and other wires or other items, in, to and through the Premises, as and to the extent that Landlord may now or hereafter reasonably deem to be necessary or appropriate for the proper operation and maintenance of the Buildings. All such work shall be done in such manner as to minimize interference with Tenant's or other occupants' use of the Premises. All data, documents, files and information of Tenant located in the Premises are confidential and neither Landlord nor its agents, officers or employees shall access or release any of such confidential information. 14. Liability Insurance Tenant shall, at Tenant's expense, maintain during the term ofthis Lease a policy or policies of commercial general liability insurance with the premiums thereon fully paid on or before due date, issued by and binding upon an insurance company authorized to do business in the State of Colorado, or shall continue its participation in CIRSA. Such insurance or participation in CIRSA shall afford minimum protection of not less than the amounts provided in the Colorado Governmental Immunity Act, Article 10 of Title 24, C.R.S. Any such policy shall cover both Tenant and Landlord. Any public liability insurance acquired in accordance with this Section may be blanket insurance policy or policies. 15. Casualty Insurance Landlord shall at its expense maintain casualty and property damage insurance on the Property including the Premises. Said insurance shall be maintained with an insurance company authorized to do business in Colorado, in amounts not less than full replacement value of the Property including the Premises, any payments for losses thereunder shall be made solely to Landlord. Tenant shall maintain at its expense casualty and property damage insurance on all ofits personal property, including removable trade fixtures, located in the Premises. In Whenever (i) any loss, cost, damage or expense resulting from any peril described in this paragraph 15 is incurred by any party to this Lease in connection with the Buildings or Premises, or any part or contents thereof, and (ii) such party is then covered in whole or in part by insurance with respect to such loss, cost, damage or expense, then the party so insured hereby releases the other party, its officers, agents and employees from any liability it may have on account of such loss, cost, damage or expense to the extent of any amount recovered by reason of such insurance and waives any right of subrogation which might otherwise exist in or accrue to any person on account thereof, provided that such release of liability and waiver of the right of subrogation shall not be operative in any case where the effect thereof is to invalidate such insurance coverage. If either Landlord or Tenant fails to maintain in force any insurance required by this Lease to be carried by it, then for purposes of this waiver of subrogation the party failing to carry such insurance shall be deemed to have been fully insured and to have recovered the entire amount of its loss. If the release of either Landlord or Tenant as set forth herein shall contravene any law with respect to exculpatory agreements, the liability of the parry in question shall be deemed not released but shall be secondary to that of the other party's insurer. 16. Casualty In the event of a fire or other casualty in or to the Premises, Tenant shall immediately give notice thereofto Landlord. Ifthe Buildings or Premises shall be damaged by fire or other casualty, Landlord shall repair the same, and the Rental herein shall abate thereafter until such time as the Premises are made tenantable by Landlord. In the event the Premises or the building in which the Premises is located shall be damaged by fire or other casualty, and Landlord does not rebuild or repair within 90 days after the occurrence of the damage, then all Rental owed up to the time of such damage shall be paid by Tenant and Tenant may terminate this Lease. 17. Public Taking If the Premises, or any part thereof, is taken by or transferred under threat of condemnation, this Lease shall terminate on the date the Premises shall be so taken or transferred and the rent shall be apportioned as of that date. No part of any condemnation award or payments in lieu thereof made by the condemning authority shall belong to the Tenant, except the Tenant shall be entitled to payments made by the condemning authority for Alterations made to the Premises by Tenant and relocation expenses. 18. Event of Default If default shall be made in the payment of any sum to be paid by Tenant under this Lease, and such default shall continue for 10 days after written notice thereof is given by Landlord to Tenant, or default shall be made in the performance of any of the other covenants or conditions which Tenant is required to observe and to perform, and such default shall continue for 30 days after written notice thereof is given by Landlord to Tenant and Tenant has not commenced action to cure the default, then Landlord may treat the occurrence of any one or more of the foregoing events as an Event of Default. 19. Remedies Upon Event of Default If a continuing Event of Default occurs, Landlord may have any one or more of the following described remedies: (a) Landlord may terminate this Lease and forthwith repossess the Premises and be entitled to recover as damages a sum of money equal to the total of (i) the cost of recovering the -5- Premises, including Landlord's reasonable attorney's fees; (ii) the unpaid Rent earned at the time of termination, plus interest thereon at the rate of 9% per annum from the due date; (iii) the balance of the Rent for the remainder of the Original Term or Renewal Term, whichever the case may be, less the fair market Rental value of the Premises for said period; and (iv) any other sum of money and damages owed by Tenant to Landlord. (b) Landlord may retake possession of the Premises and shall have the right, but not the obligation, without being deemed to have accepted a surrender thereof, and without terminating this Lease, to relet same for the remainder of the Original Term or Renewal Term provided for herein; and if the rent received through such reletting does not at least equal the Rent provided for herein, Tenant shall pay and satisfy any deficiency between the amount of the Rent so provided for and that received through reletting. 20. Termination of Lease Term The Lease Term shall terminate upon the earliest of any of the following events: (a) the expiration of the Original Term or any renewal Term during which there occurs an Event of Nonappropriation pursuant to Section 4 of this Lease. (b) An Event of Default and termination of the Lease Term pursuant to Section 19(a) of the Lease. (c) Termination of the Lease pursuant to Sections 16 and 17. Termination of the Lease shall terminate all unaccrued obligations of the Tenant under this Lease except those which may exist pursuant to Sections 19 and 27 of this Lease, and shall terminate the rights of the Tenant to possession of the Premises under this Lease. 21. Non - Waiver Failure of Landlord to declare any breach or default immediately upon occurrence thereof, or delay in taking any action in connection therewith, or accepting partial or firll payment of Rent with knowledge of such breach or default, shall not waive such breach or default, but Landlord shall have the right to declare any such breach or default at any time and take such action as might be lawful or authorized hereunder. 22. Assignment Or Sublease Tenant may not assign this Lease or sublet all or any portion of the Premises without the consent of Landlord, which consent shall not be unreasonably withheld. 23. Recording - Short Form Memoran dum Tenant and Landlord shall execute a short form memorandum of this Lease in recordable form which shall be placed of record. 24. Subordination To Mortgage This Lease shall be and is hereby made subordinate to any mortgages or deeds of trust which may now or hereafter encumber the Buildings, and to all renewals, modifications, consolidations, replacements and extensions thereof. This clause shall be self - operative and no further instrument of subordination need be required by any mortgagee. In !u confirmation of such subordination, however, Tenant shall, at Landlord's request, execute promptly any appropriate certificate, subordination agreement or instrument that Landlord may reasonably request. Notwithstanding the fact that this Lease is and shall be subordinate as provided above, Tenant will as a result ofthe enforcement of the default or foreclosure provisions of such mortgage or deed of trust, including conveyance by deed in lieu of foreclosure, automatically become the Tenant of such successor in interest without change in the terms or other provisions of this Lease, and Tenant agrees to attorn to such party; provided, however, that such mortgagee or successor in interest shall not be bound by any amendment or modification of this Lease made without the written consent of such mortgagee or such successor in interest. Tenant further agrees, upon demand, to execute such non - disturbance and attornment agreements in conformity with the provisions ofthis Article 24 as any such mortgagee or successor shall reasonably request. 25. Estoppel Certificate At Landlord's request Tenant will execute either an estoppel certificate addressed to Landlord's mortgagee or any prospective successor of Landlord, or a three - party agreement among Landlord, Tenant and said mortgagee or successor, certifying to such facts (if true) regarding the status and terms of this Lease as may be reasonably requested, and agreeing to such notice provisions and other matters as such mortgagee or successor may reasonably require in connection with Landlord's financing or the conveyance of the Building. 26. Notices All notices and demands which may be or are required to be given by either party to the other hereunder shall be in writing, and delivered in person or sent by United States certified mail, postage prepaid. Notices and demands to Tenant shall be addressed to it at the address indicated in page 1, or to such other place as the Tenant may from time to time designate in a written notice to the Landlord. Notices and demands to the Landlord shall be addressed to it at the address indicated in page 1, or to such other firm or to such other place as Landlord may from time to time designate in a written notice to the Tenant. All notices shall be deemed given on the date of such delivery or mailing. 27. Attorney's Fees In the event of any litigation arising out ofthis Lease, the Court shall award to the prevailing party its costs and reasonable attorney fees. Venue for any such action shall be Pueblo County, Colorado. 28. Successors And Assiens This Lease shall be binding upon and inure to the benefit of the successors and assigns of Landlord and Tenant. 29. Miscellaneous (a) The pronouns of any gender shall include the other genders, and either the singular or the plural shall include the other. (b) Landlord and Tenant acknowledge and agree that they have not relied upon any statements, representations, agreements or warranties except such as are expressed herein. No amendment or modification of this Lease shall be valid or binding unless expressed in writing and executed by the parties hereto in the same manner as the execution of this Lease. -7- (c) If any clause or provision of this Lease is illegal, invalid or unenforceable under present or future laws effective during the Term of this Lease, then and in that event, it is the intention of the parties hereto that the remainder of this Lease shall not be affected thereby. (d) This Lease is made in and shall be governed by and interpreted in accordance with the laws of the State of Colorado. (e) Except as otherwise provided in Section 24 hereof, this Lease and its provisions are and will be for the benefit of Landlord and Tenant only and not for the benefit of any third party, and accordingly, no third party shall have the right or remedy hereunder or the right to enforce any provision of this Lease. IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the date aforesaid. LANDLORD: TENANT: SANTA FE CROSSINGS, LLLP CITY OF PUEBLO, A MUNICIPAL CORPORATION BY HISTORIC RENOVATION OF PUEBLO, INC. By By esident 2 ` Attest: — v S COUNTY OF PUEBLO) ) ss. STATE OF COLORADO ) Presrident of Ke Ci IX Attest: tl Ah+-q CiYy Clerk The foregoing instrument was acknowledged by Zjt�Afi� t- i K[[,71 Lkr general partner of Santa Fe Crossings, LLLP. Witness my hand and official seal. My commission expires: C [SEAL] COUNTY OF PUEBLO) before me this 06 day of December, 2005 as President of Historic Renovation of Pueblo, Inc., Notary Public 20 ) ss. STATE OF COLORADO ) �l The for oin trument was acknowledged before me this day of �' 0- rF L 2005 by LJ 6E' t — - C . h/ ALL i,t:q as President of the City Council of the City of Pueblo, a municipal corporation. Witness my hand and official seal. 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