HomeMy WebLinkAbout12096RESOLUTION NO. 12096
A RESOLUTION APPROVING A MASTER LEASE
BETWEEN PUEBLO, A MUNICIPAL CORPORATION
AND PUEBLO ECONOMIC DEVELOPMENT
CORPORATION DATED FEBRUARY 28, 2011
RELATING TO LOT 34, PUEBLO MEMORIAL AIRPORT
INDUSTRIAL PARK SUBDIVISION
BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that:
SECTION 1.
The Lease dated February 28, 2011 between Pueblo, a Municipal Corporation
and Pueblo Economic Development Corporation, a Colorado nonprofit corporation
(“Lease”) relating to Lot 34, Pueblo Memorial Airport Industrial Park Subdivision, a copy
of which is attached hereto, having been approved as to form by the City Attorney, is
hereby approved. The President of the City Council is authorized to execute and deliver
the Lease in the name of the City and the City Clerk is directed to affix the seal of the
City thereto.
SECTION 2.
This Resolution shall become effective immediately upon passage and approval.
INTRODUCED: February 28, 2011
BY: Judy Weaver
COUNCILPERSON
Background Paper for Proposed
RESOLUTION
DATE: AGENDA ITEM # M-5
February 28, 2011
DEPARTMENT:
Law Department
Thomas J. Florczak, City Attorney
TITLE
A RESOLUTION APPROVING A MASTER LEASE BETWEEN PUEBLO, A
MUNICIPAL CORPORATION AND PUEBLO ECONOMIC DEVELOPMENT
CORPORATION DATED FEBRUARY 28, 2011 RELATING TO LOT 34, PUEBLO
MEMORIAL AIRPORT INDUSTRIAL PARK SUBDIVISION
ISSUE
Should City Council approve a lease of the vacant industrial building and property
located at 310 Keeler Parkway to Pueblo Economic Development Corporation
("PEDCO")
RECOMMENDATION
PEDCO recommends approval.
BACKGROUND
The City owns a vacant building at 310 Keeler Parkway, Pueblo, Colorado, which was
previously used by Adam Aircraft. The building consists of approximately 25,728
square feet suitable for manufacturing and warehouse use, and a 3000 square foot
shed, and is located upon a parcel of land of approximately 4.41 acres.
PEDCO has received a contract from the U.S. Army in the amount of $3,074,876 to
undertake research and develop processes for reclamation of military components.
Within that funding it represents that it has $120,000 for the first year for rent and utility
costs for a suitable facility. It requests the use of 310 Keeler for such purpose. PEDCO
anticipates that the grant and subleases to its subcontractors will provide employment.
Under the terms of the Master Lease, PEDCO will lease the property for 5 years, with 3
optional renewal terms provided that it is not in breach, and subject to the parties being
able to agree upon rent during each renewal term. Also, the rent of $120,000 a year
during the initial term will be reduced by an amount equal to real property taxes on the
leased premises, utility expenses, combined service fees and any costs of repair and
maintenance of the building’s mechanical systems.
Under the lease, if PEDCO fails to pay the rent, the City may terminate the Lease, but
may not hold PEDCO liable for unpaid rent.
FINANCIAL IMPACT
During the first year of the initial term of the Lease, the City will receive rent of $120,000
less reduction for real property taxes, utility costs, combined service fees, and building
mechanical system maintenance. The net rent to City may be as much as $60,000 or as
little as $0, depending upon these reductions.
2 -17 2011
MASTER LEASE
THIS MASTER LEASE (the Lease ") entered into as of February 28, 2011 by and
between Pueblo, a Municipal Corporation (the "Lessor ") and Pueblo Economic Development
Corporation, a Colorado nonprofit corporation (the "Lessee "), WITNESSETH
WHEREAS, Lessor is the owner of or in control of Lot 34, Pueblo Memorial Airport
Industrial Park, Pueblo County, Colorado, also known and numbered as 310 Keeler Parkway,
Colorado, 81001, consisting of approximately 4 41 acres of land together with an approximately
25,728 square foot building ( the `Building "), 3,000 square foot shed and other improvements
(collectively, the land, Building, shed and other improvements being the "Leased Premises "), and
WHEREAS, Lessee has entered into a Cooperative Agreement with the US Army
Research Laboratory (the "Government ") concerning Vet -Biz Initiative for National Sustamment
(VINS) , Agreement No W911NF -11 -2 -0014 (the "Grant Agreement ") to undertake certain
work for the Government ( the "Project "), and
WHEREAS, Lessee is desirous of leasing the Leased Premises for the purpose of having
a facility within which to undertake substantial portions of the Project, and Lessor is willing to
lease the Leased Premises to Lessee upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing and mutual promises, covenants
and conditions contained herein, Lessor and Lessee hereby agree as follows
Article 1. Leased Premises.
1 01 Effective on Commencement Date, Lessor leases to Lessee and Lessee leases
from Lessor the Leased Premises, upon and subject to the covenants, provisions and conditions
herein.
1 02 "Easements" mean all deed restrictions, easements and reservations recorded in
the records of Pueblo County, Colorado affecting the Leased Premises.
1 03 This Lease and Lessee's use of the Leased Premises are subject to the easements,
including but not limited to the Easements, avigation easements, rights of way, covenants,
conditions, restrictions, reservations and limitations appearing of record, and all applicable
zoning and land use laws, ordinances, codes and regulations governing and regulating the Leased
Premises and its use.
1 04 "Commencement Date" means the date of this Lease first above written.
Article 2. Term.
2 01 The Term of this Lease shall be five (5) years commencing on Commencement
s
Date and ending exactly sixty (60) months thereafter, unless sooner terminated as herein
provided (the "Termination Date ")
2 02 Provided that the Lessee is not in default under this Lease, the term of this Lease
may be extended for up to three (3) additional renewal terms of five (5) years each ( each being
referred to herein as a "Renewal Term ") upon the same terms and conditions as set forth herein
except that (a) the rental amount may be increased by Lessor for each such Renewal Term, and
(b) no additional Renewal Term shall be granted beyond the three contemplated herein. In order
to extend the Lease for any Renewal Term, Lessee shall give written notice to Lessor of its intent
to extend not later than ninety (90) days prior to the expiration of the then effective Term or
Renewal Term. After receipt of such notice, Lessor shall advise Lessee of the adjustment, if any,
to be made in the amount of rent for the Renewal Term, and if acceptable to Lessee, the parties
shall confirm same in a writing. If the parties fail to agree on the rent for any Renewal Term, the
Lease shall terminate on the expiration of the Term or Renewal Term then in effect, and Lessee
shall vacate the Leased Premises.
Article 3. Rent.
3 01 Lessee shall pay to Lessor base rent for the Leased Premises for each year of the
Term the sum of U S $120,000 00, adjusted as provided in Section 3 02, and payable in monthly
installments of 1112 of the annual adjusted rent amount, in advance, without notice or demand,
with the first monthly installment due on the Commencement Date, and subsequent monthly
installments due on the same day of each month thereafter All payments shall be made or mailed
via United States mail to the following address City of Pueblo, Attention. Director of Finance,
140 Central Main Street, Pueblo, CO 81003 , or to such other person or address as Lessor may
from time to time designate to Lessee in writing. Lessee shall timely invoice the Government
monthly for the rent and expenses associated with this Lease and all rent payments shall be paid
by Lessee to Lessor within 10 days of receipt of the funds from the Government. In the event the
Government declines, for any reason, to pay to Lessee funds for rent and lease expenses, Lessee
shall promptly notify Lessor and Lessor shall have the right to terminate the Lease
3 02 The annual adjusted rent amount shall be equal to the annual base rent amount (a)
reduced by (i) the annual amount of real property taxes upon the Leased Premises paid by
Lessee, such amount not to include personal property taxes upon taxable personal property
owned by Lessee or Lessee's approved sublessees, (ii) the annual cost actually paid by Lessee
for the casualty insurance required in Article 11 of this Lease upon the Leased Premises, (in)
combined service fees paid by Lessee to the City pursuant to § 3 -1 -14, Pueblo Municipal Code
attributable to the Leased premises, (iv) expenses reasonably incurred for repair or maintenance
of the building heating, cooling and mechanical systems and (v) all charges for sewer, water, gas,
and electricity, furnished to or used in or supplied to the Leased Premises. and (b) increased by
50% of the amount of rent collected by Lessee from its sublessees. Lessee shall keep and
maintain accurate records of the amounts paid for taxes, insurance and service fees and the
amount of rents collected from sublessees and report same quarterly to Lessor
3 03 All monthly rent and other payments required to be made by Lessee hereunder
which shall remain unpaid fifteen (15) days after their due dates shall bear interest at the rate of
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ten percent (10 %) per annum until paid.
3 04 Lessee's obligation to pay rent to Lessor hereunder is absolute and unconditional
and rent shall not be offset, abated, reduced or withheld for any cause or reason whatsoever,
except for the adjustments set forth in Section 3 02 hereof.
3 05 It is the intent of the parties hereto that, subject to the rent adjustment of section
3 02 hereof, this Lease is a "triple net" lease, with Lessor incurring no obligation, monetary or
otherwise, hereunder
Article 4. Use of Leased Premises
4 01 The Leased Premises shall be used and occupied by Lessee and Lessee's
sublessees solely for research and manufacturing purposes associated with the Project and office
space, storage and parking associated with or incident to such use.
4 02 Lessee shall use the Leased Premises in a careful, safe and proper manner in
compliance with all laws and regulations applicable to the Leased Premises and Lessee's and
sublessees' use thereof Lessee shall not cause, maintain or permit any nuisance or waste in, on,
or about the Leased Premises.
4 03 Lessee shall not abandon or cease to conduct business on the Leased Premises for
any period longer than 90 consecutive days.
Article 5. Condition of Premises.
5 01 IT IS UNDERSTOOD AND AGREED THAT THE LEASED PREMISES ARE
LEASED "AS IS, WHERE IS, WITH ALL ITS FAULTS" AS OF THE COMMENCEMENT
DATE AND THAT LESSOR IS NOT MAKING AND HAS NOT AT ANY TIME MADE
ANY WARRANTY OR REPRESENTATION OF ANY KIND OR CHARACTER, EXPRESS
OR IMPLIED, WITH RESPECT TO THE LEASED PREMISES, INCLUDING, BUT NOT
LIMITED TO, ANY WARRANTY OR REPRESENTATION AS TO HABITABILITY,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ZONING,
PHYSICAL OR ENVIRONMENTAL CONDITIONS, SIZE, UTILITIES, GOVERNMENTAL
APPROVALS, THE COMPLIANCE OF THE LEASED PREMISES WITH
GOVERNMENTAL AND ENVIRONMENTAL LAWS AND REGULATIONS, THE TRUTH,
ACCURACY OR COMPLETENESS OF ANY DOCUMENT OR OTHER INFORMATION
PROVIDED TO LESSEE BY LESSOR OR ANY OTHER PERSON, OR ANY OTHER
MATTER OR THING REGARDING THE LEASED PREMISES
5 02 The taking of possession of the Leased Premises by Lessee on Commencement
Date shall be conclusive evidence that the Lessee accepts the Leased Premises in its then present
condition "AS IS, WHERE IS, AND WITH ALL FAULTS" and that the Leased Premises are in
good and satisfactory condition at the time such possession was taken.
5 03 Lessee has been afforded the opportunity to conduct its own environmental
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investigation of the Leased Premises and has declined to do so
Article 6. Alterations and Improvements.
6 01 Lessee shall not make any additions, alterations or improvements in or to the
Leased Premises ( "Alterations ") without Lessor's prior written consent which consent shall not
be unreasonably withheld. Lessee shall not permit or allow any lien to be filed or recorded
against the Leased Premises or Lessor's or Lessee's interest therein, and Lessee shall fully
cooperate with Lessor in obtaining the protections afforded Lessor under §38 -22 -105, C.R.S All
Alterations made in or to the Leased Premises by Lessee with Lessor's consent shall become part
of the Leased Premises and be surrendered with the Leased Premises at the termination of this
Lease. All other alterations shall, at the option of Lessor, be removed by Lessee at its cost and
expense
6 02 All equipment, fixtures and improvements, of a detachable or temporary nature
installed or placed upon the Leased Premises by Lessee, including trade fixtures, shall remain the
property of Lessee, subject to Lessee's right, at its option, to remove same not later than thirty
(30) days after termination of this Lease. Lessee shall repair all damage to the Leased Premises
caused by such removal The failure of Lessee to remove its equipment, fixtures and detachable
improvements within thirty (30) days after termination of this Lease shall, at the option of
Lessor, be deemed an abandonment of such property and Lessor may dispose of such property as
the Lessor, in its sole discretion, may determine This provision shall be applicable to any
equipment, fixture and improvement that is paid from program funds pursuant to the Grant
Agreement or paid for by the Pueblo Development Foundation, except that (a) Lessee shall
provide to Lessor a list of said equipment, fixtures and improvements with thirty (30) days of
said equipment, fixtures and improvements being installed and placed upon the Leased Premises,
and (b) equipment, fixture and improvement that is acquired with funds provided pursuant to the
Grant Agreement or paid for by the Pueblo Development Foundation, shall be removed with
sixty (60) days after termination of the Lease or, at the option of Lessor, be deemed abandoned.
Lessee shall repair all damages to the Leases Premises caused by such removal.
Article 7. Repairs and Maintenance.
7 01 Lessor shall not be obligated to repair, maintain or alter the Leased Premises or
any part thereof Lessee, at its expense, shall keep and maintain the Leased Premises, including,
without limitation, the Buildings and the structural components, roofs, walls, fixtures, electrical,
heating, mechanical, plumbing and air conditioning systems thereof, in good working condition
and repair and in a good, clean and safe condition at all times during the effective term of this
Lease and return the same to Lessor at Termination Date in as good condition and state of repair
as the same were in as of Commencement Date, except for loss occasioned by ordinary wear
7 02 If Lessee becomes obligated to make repairs caused by an occurrence covered by
the insurance described in Article 11, the net proceeds of such insurance shall be made available
to Lessee to offset the cost of such repairs.
Article 8. Right of Entry
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Except in the case of an emergency, Lessor, or Lessor's officers, employees, agents and
representatives, and property management representative, as the case may be, may enter the
Leased Premises at any time during normal business hours upon reasonable notice to Lessee
During any non - emergency entry by Lessor, Lessor shall await clearance to enter and shall be
accompanied by a representative of Lessee In the case of an emergency response, including any
response to prevent damage to the Leased Premises, Lessor may enter the Leased Premises at
any time without notice
Article 9. Assignment and Rights to Sublease for Project.
9 01 Except as provided in Section 9 02, Lessee shall not voluntarily or by operation of
law assign all or any part of the Lease or Lessee's interest therein without the express written
consent of Lessor, which consent will not be unreasonably withheld. Lessor may withhold its
consent if the proposed assignee's financial standing and responsibility at the time of the
proposed assignment is insufficient in the Lessor's sole and absolute discretion to give assurance
of performance and compliance with all terms and conditions of this Lease and the City
Agreement. Any assignment or attempted assignment of the Lease or any interest herein by
Lessee without Landlord's express written consent shall be null and void.
9 02 Lessee may, in its sole discretion, sublease all or any portion of the Leased
premises to any person performing subcontracted work or activities associated with the Project;
provided, however, that any such sublease shall ( a) be in writing and bind the sublessee to
comply with all of the requirements of this Lease, and (b) be for a term not exceeding the
remaining Term or Renewal Term then in effect. Lessee shall indemnify, defend and hold Lessor
harmless from all claims, demands and actions by or from sublessees, irrespective of any claimed
fault or negligence of Lessor Lessor shall have the right, but not the obligation, to enforce the
terms of this Lease against any sublessee, cancel any sublease and /or to evict any sublessee for
committing any violation of the provisions of this Lease Notwithstanding any action that may be
taken by Lessor against any sublessee, Lessee shall be and remain responsible to Lessor for any
breach or damage caused to the Leased Premises or to Lessor by any sublessee
Article 10. Insurance and Indemnification.
10 01 Lessee shall indemnify and hold Lessor, its officers, employees and agents,
harmless from and defend them against any and all claims or liability, including cost of defense
and reasonable attorney fees, for any injury or damage to Lessee or its officers, agents or
employees, or to Lessee's property, or to any third person, or to the property of any third person.
(a) occurring in, on or about the Leased Premises or any part thereof, by or from any cause
whatsoever except injury or damage caused solely by the wrongful or intentional acts of Lessor,
its officers, employees, or agents, or (b) arising out of or resulting from the Leased Premises, or
any condition thereon, or from Lessee's, or any sublessee of Lessee's, use and occupancy of the
Leased Premises, or any equipment thereon or appurtenances thereto, or any activity conducted
thereon.
10 02 Lessee shall secure and maintain in full force and effect, at its expense, during the
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effective term of this Lease, (a) commercial general liability insurance including coverage for
personal injury (including death), property damage and contractual coverage in the minimum
amount of $1,000,000 combined single limit naming Lessor, its officers, employees or agents as
additional insureds, and (b) Colorado Workers' Compensation insurance or other similar
coverage in the statutorily mandated amounts. Neither party shall be liable to the other party for
any claim, loss or casualty covered by such insurance and each party waives any claim therefor
against the other party whether by way of subrogation or otherwise.
10 03 A copy of each insurance policy, or certificate thereof, issued by an association or
company authorized to issue such policy or policies under the laws of the State of Colorado
containing a provision prohibiting cancellation or material modification of the insurance except
after no less than (10) days' notice to Lessor, shall be delivered to the Lessor within thirty (30)
days after the Effective Date of this Lease, and thereafter the Lessee will furnish to Lessor
evidence of the continuance of the insurance coverage required herein within a reasonable time
after the same has been issued.
Article 11. Fire and Extended Coverage Insurance
11 01 Lessee shall, at its expense, during the Term of this Lease, secure and maintain in
full force and effect "All- Risk" casualty insurance (including, without limitation, fire, extended
coverage and boiler insurance) upon the Leased Premises. Such insurance shall be in an amount
not less than the full replacement value of the Building and improvements (without deduction for
physical depreciation), and issued by an insurance company or association authorized to issue
such policies under the laws of the State of Colorado and approved by Lessor, shall contain a
deductible of not more than U S $25,000 00 and a standard Colorado mortgagee /landlord clause
in favor of Lessor, and shall not be subject to cancellation, reduction or modification upon less
than ten (10) days' written notice to Lessor Such insurance, by its terms or by endorsement,
shall waive any right of subrogation of the insurer against Lessor, its officers, agents and
employees, for any loss or damage resulting from covered perils. Lessee will furnish to Lessor
evidence of such insurance and its continuance during the Term of this Lease
11 02 Lessee shall, at its expense, secure and maintain fire and extended coverage
insurance on all fixtures, equipment and improvements installed by Lessee on the Leased
Premises. Such insurance, by its terms or by endorsement, shall waive any right of subrogation
of the insurer against Lessor, its officers, agents and employees, for any loss or damage resulting
from covered perils.
Article 12. Taxes and Assessments.
12 01 Lessee shall promptly pay and discharge, as they become due and before
delinquency, any and all property taxes, assessments, charges, liens, levies or excises, whether
general or special or ordinary or extraordinary, of every name, nature and kind whatsoever,
including all governmental charges of whatsoever name, nature or kind, which may be levied,
charged or imposed, or which may become a hen or charge on or against the Leased Premises or
any part thereof, the leasehold interest of Lessor or Lessee herein, or the improvements situated
on the Leased Premises prior to and during the effective period of this Lease
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12 02 Lessee shall pay before delinquency any and all property taxes levied or charged
against any of the personal property belonging to it and situated on the Leased Premises or used
in connection with the operation and maintenance of the Building on the Leased Premises.
Lessee shall ensure that its sublessees pay before delinquency any and all property taxes levied
or charged against any of the personal property belonging to sublessees and situated upon the
Leased Property, and shall pay same before same may become any lien or encumbrance against
the Leased Property
12.03 Lessee shall furnish Lessor within thirty (30) days after any amount is payable by
Lessee under this Article 12, official receipts of the appropriate taxing authority or other proof
satisfactory to Lessor evidencing such payments as are required under this Article
Article 13. Utilities.
Lessee shall pay, before delinquent, all charges for sewer, water, gas, electricity,
telecommunications and all other utility services furnished to or used in or supplied to the Leased
Premises. Lessor shall not be obligated to furnish or provide any utilities, facilities or services of
any kind.
Article 14. Damage to or Destruction of Premises.
14 01 If, during the Term of this Lease, the Leased Premises shall be damaged to such
an extent that the repair of such damage and the restoration of the Leased Premises can be
accomplished, with reasonable diligence, within one hundred eighty (180) days after such
damage, Lessee shall promptly repair such damage and cause the Leased Premises to be restored
to their condition prior to the event causing the damage If, during the Term of this Lease, the
Leased Premises shall be destroyed or damaged to such an extent that the repair of such
destruction or damage and the restoration of the Leased Premises cannot be accomplished, with
reasonable diligence, within one hundred eighty (180) days after destruction or damage, then
Lessee shall promptly notify Lessor in writing of such fact within forty -five (45) days after the
date of such destruction or damage, and Lessee shall thereafter have the right, during a period of
thirty (30) days following such notification, to terminate this Lease by written notice to the
Lessor, declaring this Lease to be terminated provided, however, that, as a condition precedent to
such termination, all proceeds of insurance required to be maintained by Lessee under Article
11 01 shall be paid to Lessor, or, if Lessee fails to maintain the insurance required to be
maintained by Lessee under Article 11 01, an amount equal to the insurance proceeds which
would have been available but for such failure shall be paid by Lessee to Lessor Unless such
notice of immediate termination shall be given within such 30 -day period and proceeds of
insurance are paid to Lessor, this Lease shall continue in full force and effect and Lessee shall
promptly repair such destruction or damage and cause the Leased Premises to be restored to their
condition prior to the event causing the destruction or damage. In the event the Leased Premises
are destroyed or damaged, or partially destroyed or damaged, the monthly rent payable by Lessee
shall be abated proportionately according to the floor area of the Leased Premises which is
useable by Lessee. Such abatement shall continue for the period commencing with such damage
or destruction and ending when Lessee completes repair work or reconstruction, provided Lessee
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diligently commences and expeditiously completes the repair work or reconstruction.
14 02 Lessee shall make the repairs, restoration or rebuilding as expeditiously as
possible in accordance with plans and specifications submitted to and approved in writing by
Lessor and in compliance with all applicable laws, regulations and codes.
Article 15. Eminent Domain.
If the whole or substantial part of the Leased Premises shall be taken or condemned by
any competent authority for any public or quasi - public use or purpose under any statute or by the
right of eminent domain, or purchased under threat of such taking, then this Lease shall terminate
on the date when the condemning authority takes possession of the Leased Premises or the
substantial part thereof so taken. There shall be no apportionment of the award for taking or
condemnation, the entire award going to Lessor, provided Lessee shall have the right to recover
any award which may be made for damages to or condemnation of Lessee's movable trade
fixtures, equipment, furniture and furnishings or payments for relocation, if any
Article 16. Holding Over
There shall be no holding over under this Lease Upon termination, Lessee shall
immediately vacate the Leased Premises and immediately surrender possession thereof to Lessor
Article 17. Quiet Possession.
Lessee may peacefully have, hold and enjoy the Leased Premises, subject to the other
terms hereof, provided that Lessee performs all of Lessee's covenants and agreements contained
herein.
Article 18. Default.
18 01 In the event of default at any time by Lessee in the payment of the monthly
installments or rent of the performance of any of its other covenants and obligations herein
contained, and such default is not cured within thirty (30) days after written notice specifying the
default is given by City to Lessee, or in the case of non - pecuniary default incapable of being
cured within 30 days, not cured within ninety (90) days of such notice, provided that the cure is
commenced within thirty days and diligently pursued, then, in such event, Lessor shall have the
nght to either
(a) Terminate this Lease and reenter and take possession of the Leased
Premises, and /or
(b) Pursue any remedy whatsoever provided by law; provided, however, that
PEDCO shall not have personal liability for unpaid rent under this Lease if, upon demand
by Lessor, it promptly surrenders possession of the Leased Premises in good order and
repair; and /or
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(c) Re -enter and take possession of the Leased Premises and use its best
efforts to relet the same for and on account of Lessee for the then full remaining portion
of the unexpired Term of this Lease or for any shorter period, and to collect and receive
payment of rent therefor, but no such re -entry or re- letting shall be construed as a
termination of this Lease or as a release of Lessee from Lessee's obligation to pay
monthly rent provided for in this Lease, or from Lessee's obligation to perform any other
covenant herein contained. It expressly being understood and agreed that in the event of
any such re -entry or re- letting by Lessor such re -entry or re- letting shall not operate to
terminate this Lease or alter the obligation of Lessee to perform its covenants and to pay
monthly rent pursuant to the terms hereof unless Lessor expressly so elects pursuant to
paragraph 18 01(a) above Lessor shall in no way be responsible or liable for any failure
to re -let the Leased Premises, or any part thereof, or for any failure to collect any rent due
upon such re- letting. No notice from Lessor hereunder or under a forcible entry and
detainer statute or similar law constitutes an election by Lessor to terminate this Lease
unless such notice specifically so states. Lessor reserves the right following any such re-
entry and /or reletting to exercise its right to terminate this Lease; and /or
(d) Cure the default on Lessee's behalf and at Lessee's expense, in which
event, all costs, expenses and reasonable attorney's fees incurred by Lessor in curing the
default together with interest thereon at the rate of ten (10) percent per annum shall
constitute additional rent payable to Lessor by Lessee upon demand.
18 02 If Lessor does not elect to terminate this Lease but takes possession as provided
for in Article 18 01(c), Lessee shall pay to Lessor the monthly rent and other charges at the times
and in the manner as herein provided which would be payable if such repossession had not
occurred, less the net proceeds, if any, of any re- letting of the Leased Premises after deducting
all Lessor's reasonable expenses including, without limitation, all repossession costs, brokerage
commissions, legal expenses, attorneys' fees, alteration and repair costs and expenses of
preparation for such re- letting.
18 03 In the event the parties hereto become involved in a dispute arising out of this
Lease, or the performance or breach thereof, the Court shall award costs, expenses, and attorney
fees to the prevailing party
18 04 If Lessee violates any of the terms and provisions of this Lease or defaults in any
of its obligations hereunder other than the payment of monthly rent or other sum payable
hereunder, such violation may be restrained or such obligation enforced by injunction at the
instance and request of Lessor without the showing of any special damages or an inadequate
remedy at law
18 05 Nothing in this Article shall be construed to require Lessor to give any notice of
default or other notice to Lessee's sublessees.
Article 19. Waiver and Time of Essence
No waiver of any breach or breaches of any provision, covenant or condition of this
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Lease shall be construed to be a waiver of any preceding or succeeding breach of such provision,
covenant or condition, or of any other provision, covenant or condition. Acceptance of monthly
rent or partial monthly rent by Lessor shall not constitute a waiver of any then existing or
subsequent breach or default. Time is of the essence for each and every provision, covenant and
condition herein contained and on the part of Lessee to be done and performed.
Article 20. Notices.
All notices, demands or communications of any kind which may be required or desired to
be served, given or made by Lessee upon or to Lessor, under the terms of or in connection with
this Lease, shall be sufficiently served, given or made (as an alternative to personal service upon
Lessor) if such notice, demand or communication is sent by certified United States mail,
addressed to
City Manager
City of Pueblo
1 City Hall Place
Pueblo, Colorado 81003
and to
City Attorney
Pueblo Law Department
503 N Main Street, Suite 203
Pueblo, Colorado 81003
(or to such other person or address as may hereafter from time to time be designated for this
purpose by Lessor to Lessee in wrrtmg) All notices, demands or communications of any kind
which may be required or desired to be served, given or made by Lessor upon or to Lessee, under
the terms of or in connection with this Lease, shall be sufficiently served, given or made (as an
alternative to personal service upon Lessee) if such notice, demand or communication is sent by
certified United States mail, addressed to
President
Pueblo Economic Development Corporation
301 N Main Street, Suite 200
Pueblo CO 81003
(or to such other person or address as may hereafter from time to time be designated for this
purpose by Lessee to Lessor in writing)
Article 21. Environmental Provisions.
21 01 For the purpose of this Lease, "Hazardous Materials" means any hazardous or
toxic substance, material or waste which is or becomes regulated by any local government
authority, the State of Colorado or the United States government and shall include, but not be
limited to (1) substances defined as "hazardous waste ", "restricted hazardous waste ", "hazardous
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substance" or "hazardous material" under any applicable federal, state or local law or regulation
( "Environmental Regulations "), (2) asbestos - containing materials, (3) PCBs, (4) petroleum or
petroleum based products, and (5) lead.
21 02 Lessee will comply with Environmental Regulations that are applicable to the
Lessee and its use of the Leased Premises. No activity shall be undertaken by the Lessee, its
employees, agents, licensees, invitees, contractors or subcontractors, and sublessees on all or any
portion of the Leased Premises which would cause or permit. (i) the presence, use, generation,
release, discharge, storage or disposal of any Hazardous Material in, on, under, about, or from
the Leased Premises or any part thereof in violation of any Environmental Regulations, (ii) any
portion of the Leased Premises to become a hazardous waste treatment, storage or disposal
facility without receiving proper governmental authorization, and in compliance with all
Environmental Regulations, or (iii) the discharge of pollutants or effluents into any water source
or system, or the discharge into the air of any emissions without receiving proper governmental
authorization, and in compliance with all Environmental Regulations, including, without
limitation, the Federal Water Pollution Control Act, U S C Section 1251 et seq. and the Clean
Air Act, 42 U S C Section 7401 et seq.
21 03 Lessee agrees to defend, indemnify and forever hold harmless the Leased
Premises and Lessor, and its officers, employees, agents, successors, and assigns, as their interest
may appear, from all claims, losses, damages, penalties, expenses and costs, including, but not
limited to, attorneys' fees, characterization, remediation and cleanup costs, incurred by reason of
the use, storage, generation, release, discharge, maintenance, disposal, or removal of Hazardous
Materials in, on, under, about, or from the Leased Premises, or any part thereof, by Lessee, its
employees, agents, licensees, invitees, contractors, subcontractors and sublessees. The
provisions of this Article 21 and Article 10 01 shall expressly survive the expiration of the Term
or other termination of this Lease
Article 22. Miscellaneous Provisions.
22 01 Colorado Law This Lease shall be governed by the laws of the State of Colorado
and shall be construed in accordance therewith without reference to such State's choice of law
and/or conflict of law principles.
22 02 Writing for Waiver or Modification. No provision of this Lease may be waived
or modified except by an agreement in writing signed by the waiving party A waiver of any
term or provision shall not be construed as a waiver of any other term or provision.
22 03 Binding Effect. This Lease sets forth the entire and complete understanding and
agreement of the parties hereto with respect to the subject matter hereof. Lessee acknowledges
and agrees that it has not relied upon any statements, representations, agreements or warranties
of Lessor except such as are expressed herein. This Lease shall be binding on the parties, their
successors and approved assigns.
22.04 Construction. Throughout this Lease, the singular shall include the plural, the
plural shall include the singular; and the masculine and neuter shall include the feminine,
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wherever the context so requires.
22 05 Text to Control. The headings of sections are included solely for convenience of
reference If any conflict between any heading and the text of this Lease exists, the text shall
control.
22 06 Severability If any provisions of this Lease is declared by any court of
competent jurisdiction to be invalid for any reason, such invalidity shall not effect the remaining
provisions. On the contrary, such remaining provisions shall be fully severable, and this Lease
shall be construed and enforced as if such invalid provisions had never been inserted in the
Lease
22 07 Venue and Jury Trial. Lessor and Lessee agree that exclusive venue for all
actions or causes of action relating to this Lease or the Leased Premises shall be Pueblo County,
Colorado All such actions shall be filed in the District Court in and for the County of Pueblo,
State of Colorado and Lessor and Lessee submit to the jurisdiction of that Court. To the extent
allowed by law, each party waives its right to a jury trial
22 08 Lessee's Warranties. The persons signing this Lease on behalf of Lessee represent
and warrant that such persons and Lessee have the requisite power and authority to enter into,
execute and deliver this Lease and that this Lease is a valid, legally binding obligation of Lessee
enforceable against Lessee in accordance with its terms.
22 09 Time of Essence Time shall be and is of the essence as to the performance of all
terms, conditions and obligations under this Lease
22 10 Third Parties. The provisions of this Lease are and will be for the benefit of
Lessor and Lessee only and not for the benefit of any third party, and accordingly, no third party
shall have any right or remedy hereunder or the right to enforce any provision of this Lease
22 11 Annexation. Lessor shall have the right, at any time, to annex the Leased
Premises into the City of Pueblo without notice to Lessee or Lessee's sublessees.
IN WITNESS WHEREOF, Lessor and Lessee, by their duly authorized representatives,
have executed this Lease on the day and year first above written.
PUEBLO, A MUNICIPAL CORPORATION PUEBLO ECONOMIC DEVE • PMENT
CO : ' ! : • TION, a Colorado onprofit
• orporation
•
�1 L\
By :y l�..�
President of he y Council Darnel ' . Centa
- 'resident
Attest. __...�k __ 1, , [SEAL]
City 4' erk
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