HomeMy WebLinkAbout09736ORDINANCE NO. 9736
AN ORDINANCE APPROVING A LEASE AGREEMENT
BETWEEN THE CITY OF PUEBLO, A COLORADO
MUNICIPAL CORPORATION AND ACTIVARMOR, LLC, A
COLORADO LIMITED LIABILITY COMPANY AND
AUTHORIZING THE MAYOR TO EXECUTE SAID
AGREEMENT
BE IT ORDAINED BY THE CITY COUNCIL OF PUEBLO, that:
SECTION 1.
The Lease Agreement dated July 13, 2020 between the City of Pueblo, a Colorado
municipal corporation (“City”) and ActivArmor, LLC, a Colorado limited liability company
(the “Company”), a copy of which is attached hereto (“Lease Agreement”), having been
approved as to form by the City Attorney, is hereby approved. The Mayor is authorized
to execute and deliver the Lease Agreement in the name of the City and the City Clerk is
directed to affix the seal of the City thereto and attest same.
SECTION 2.
The officers and staff of the City are authorized and directed to perform any and
all acts consistent with this Ordinance and the attached Lease Agreement which are
necessary or desirable to implement the transactions described therein.
SECTION 3.
This Ordinance shall become effective on the date of final action by the Mayor and
City Council.
Action by City Council:
Introduced and initial adoption of Ordinance by City Council on June 22, 2020 .
Final adoption of Ordinance by City Council on July 13, 2020 .
President of City Council
Action by the Mayor:
☒ Approved on July 15, 2020 .
□ Disapproved on based on the following objections:
_
Mayor
Action by City Council After Disapproval by the Mayor:
□ Council did not act to override the Mayor's veto.
□ Ordinance re-adopted on a vote of , on
□ Council action on _______ failed to override the Mayor’s veto.
President of City Council
ATTEST
City Clerk
City Clerk’s Office Item # R-5
Background Paper for Proposed
Ordinance
COUNCIL MEETING DATE: June 22, 2020
TO: Dennis E. Flores and Members of City Council
CC: Mayor Nicholas A. Gradisar
VIA: Brenda Armijo, City Clerk
FROM: Daniel C. Kogovsek, City Attorney
SUBJECT: AN ORDINANCE APPROVING A LEASE AGREEMENT BETWEEN THE CITY OF
PUEBLO, A COLORADO MUNICIPAL CORPORATION AND ACTIVARMOR,
LLC, A COLORADO LIMITED LIABILITY COMPANY AND AUTHORIZING THE
MAYOR TO EXECUTE SAID AGREEMENT
SUMMARY:
Attached is an Ordinance approving and authorizing the Mayor to sign a Lease Agreement with
ActivArmor, LLC, a Colorado limited liability company (the “Company”).
PREVIOUS COUNCIL ACTION:
Beginning in 2018, the City Council has provided the Company with economic incentives for job
creation from the 1992-2021 Sales and Use Tax Capital Improvement Projects Fund.
BACKGROUND:
As a result of the COVID-19 pandemic, the Company has begun the manufacture and sale of 3-
D printed personalized face masks for distribution outside of Pueblo County. Since March, 2020,
the Company has begun the manufacture of such masks in a 6,000 square foot detached garage
adjacent to an office building owned by the City located at 442 Keeler Parkway, Pueblo, CO
81001. The building formerly was rented by the Kroger Company as office space for its Loaf ‘N
Jug subsidiary.
Under the attached proposed lease, the Company agrees, at its sole cost and expense, to
purchase and install an air conditioning unit in the Leased Premises. The unit shall be adequate
to cool approximately 6,000 square feet, shall be in good working order and shall be installed and
used in compliance with all applicable fire and building codes. The Company further agrees that
the air conditioning unit is a fixture and not personal property and that the unit will not be removed
by the Company when Company vacates the premises. As consideration for the purchase and
installation of the air conditioning unit, the City agrees to provide Company with a rent abatement
equal to the actual cost of purchase and installation of the unit, not to exceed $13,500.
FINANCIAL IMPLICATIONS:
Under the proposed one-year lease, the Company will pay the City $4.50 per square foot as
follows:
MONTH RENT AMOUNT RENT ABATED REASON FOR RENT OWED
ABATEMENT
March through $6,750 $6,750 Economic $0
May, 2020 Development
June through 13,500 Actual cost of Donation of A/C 13,500 less
November, 2020 A/C Unit Unit actual cost of
A/C Unit
December, 2,250 0 n/a 2,250
2020
January, 2021 2,250 0 n/a 2,250
February, 2021 2,250 0 n/a 2,250
Provided the Company is in full compliance with terms and conditions of this Lease, the Company
may exercise two (2), one (1) year renewal options with 30 days prior written notice to the City.
The rent and other terms and conditions of the Lease will remain unchanged for the renewal
options.
BOARD/COMMISSION RECOMMENDATION:
Not applicable to this Ordinance.
STAKEHOLDER PROCESS:
Not applicable to this Ordinance.
ALTERNATIVES:
If this Ordinance is not approved, the Company will be forced to find another location for
manufacture and sale of 3-D printed personalized face masks.
RECOMMENDATION:
The Pueblo Economic Development Corporation recommends approval of this Ordinance.
Attachments: Proposed Ordinance and proposed Lease Agreement.
LEASE
This Lease is made as of this 13th day of July, 2020, by and between the City of Pueblo, a
Colorado municipal corporation ("Landlord") and ActivArmor, LLC, a Colorado limited liability
company ("Tenant").
ARTICLE 1
BASIC DATA
Each reference in this Lease to any of the terms contained in this Article or otherwise
defined in this Lease will be construed to incorporate the definitions or data stated under that term,
defined as follows:
1.1. Building: Detached garage, 442 Keeler Parkway, Pueblo, CO 81001
1.2. Leased Premises: Six thousand (6,000) rentable square feet (RSF)
1.3. Term: Initial term: 12 months
Extended term: Two (2) one (1) year renewal options
1.4. Commencement date: March 1, 2020.
1.5. Base rent: $4.50 per square foot, subject to the abatements described in Article 5
below.
1.6. Renewal option: Tenant only upon written notice 30 days prior to termination date
1.7. Tenant improvement allowance: None
1.8. Agency disclosure and commission: None
1.9. Landlord address:
Attn: Mayor
1 City Hall Place, 2nd Floor
Pueblo, CO 81003
1.10. Tenant address: Attn: Diana E. Hall, 4400 Rawhide Road, #154, Pueblo, CO 81008
ARTICLE 2
LEASE OF PREMISES
2.1. Leased Premises. In consideration of the mutual covenants and agreements herein
contained, Landlord hereby leases to Tenant the premises of approximately 6,000 rentable square
feet ("RSF") located in the Building (the "Leased Premises") together with all appurtenances.
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2.2. Early termination of lease. Tenant understands that the Landlord is attempting to sell
or lease the Building located at 442 Keeler Parkway, Pueblo, CO 81001. In the event that the
Landlord is able to enter into a contract to sell or lease the Building located at 442 Keeler Parkway,
Pueblo, CO 81001, Tenant agrees to vacate the Leased Premises upon sixty (60) days prior written
notice from the Landlord.
ARTICLE 3
TERM
3.1. Commencement Date; Term. This Lease shall have a one (1)year term ("Term"). The
Lease Term begins (the "Commencement Date") on March 1, 2020 and terminates on February
28, 2021 (the "Termination Date").
3.2. Options. Provided Tenant is in full compliance with terms and conditions of this
Lease, Tenant may extend the Term for an Extended Term as follows. Tenant may exercise two
(2), one (1) year renewal options with 30 days prior written notice to the Landlord. The rent and
other terms and conditions of this Lease will remain unchanged for the renewal options.
ARTICLE 4
AIR CONDITIONER FIXTURE
During the initial term of this Lease Agreement, Tenant agrees, at its sole cost and
expense, to purchase and install an air conditioning unit in the Leased Premises. The unit shall be
adequate to cool approximately 6,000 square feet, shall be in good working order and shall be
installed and used in compliance with all applicable fire and building codes. The parties agree that
the air conditioning unit is a fixture and not personal property and that the unit will not be removed
by the Tenant when Tenant vacates the premises. As consideration for the purchase and installation
of the air conditioning unit, Landlord agrees to provide Tenant with a rent abatement equal to the
actual cost of the purchase and installation of unit, not to exceed $13,500 during the initial term of
the lease.
ARTICLE 5
RENT
5.1. Rent. Tenant's base rent for the Term of this Lease is Four Dollars and Fifty Cents
($4.50) per square foot, subject to the following rent abatements:
MONTH RENT RENT ABATED REASON FOR RENT OWED
AMOUNT ABATEMENT
March through $6,750 $6,750 Economic $0
May, 2020 Development
June through 13,500 Actual cost of Donation of A/C 13,500 less
November, 2020 A/C Unit Unit actual cost of
A/C Unit
December, 2020 2,250 0 n/a 2,250
January, 2021 2,250 0 n/a 2,250
February, 2021 2,250 0 n/a 2,250
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5.2. Tenant's Tax Obligations. Tenant shall be solely responsible for the payment of its
own tax obligations and agrees that said obligations shall not be paid by Landlord. Tenant's own
tax obligations include, but are not limited to, sales and use taxes, personal property taxes and
possessory interest real property taxes.
ARTICLE 6
USE
6.1. Use. Tenant may use the Leased Premises for general, executive, service, sales and
administrative office purposes, including the manufacture and sale of 3D printed personalized face
masks, body casts and splints and including any uses incidental to any of the foregoing. Any
change of use by the Tenant shall require the prior written consent of the Landlord, which consent
shall not be unreasonably withheld, conditioned or delayed.
6.2. Compliance with Laws. During the Term of this Lease, Tenant shall comply with all
applicable laws, rules, regulations and ordinances of all federal, state, county and municipal
authorities having jurisdiction over the Leased Premises or the Building.
ARTICLE 7
ALTERATIONS AND SIGNS
7.1. Tenant's Alterations. Alterations, installations, improvements, additions or other
physical changes to the Leases Premises shall not be made by the Tenant without the prior written
consent of the Landlord, which consent shall not be unreasonably withheld, conditioned or
delayed.
7.2. Signage. The size, location, color and design of any sign placed by the Tenant on the
Leased Premises or Building, shall be subject to the Landlord's prior written approval, not to be
unreasonably withheld, conditioned or delayed.
7.3. Liens. Tenant must keep the Leased Premises and this Lease free from any
mechanic's, materialman's, or similar liens or encumbrances, and any claims therefore for labor
or materials furnished Tenant. If Tenant fails to do so, Landlord may pay the amount or take such
other action as Landlord deems necessary to remove such claim, lien or encumbrance, without
being responsible for investigating the validity thereof. The amount so paid and costs incurred by
the Landlord will be deemed additional rent under this Lease payable upon demand, without
limitation as to other remedies available to Landlord.
7.4. Surrender. On the Termination Date of this Lease, Tenant shall quit and surrender the
Leased Premises in substantially the same condition as they were on the Commencement Date,
reasonable wear and tear excepted. Tenant shall remove all personal property (excluding the air
conditioning unit which the parties have stipulated is a fixture) from the Leased Premises,provided
that Tenant repairs any damage caused by such removal. Any items of personal property not
removed by Tenant on the Termination Date of this Lease may be retained or disposed of by
Landlord, at Tenant's expense.
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ARTICLE 8
INDEMNIFICATION AND INSURANCE
8.1. Landlord's Indemnity. Landlord shall defend, indemnify and save harmless Tenant
and its agents and employees against all costs(including, without limitation, reasonable attorneys'
fees), damages or claims whether for personal injury, bodily injury or property damage,during the
Term of this Lease, occurring in the Building, if caused by an act or omission by Landlord or its
agents or employees, arising out of Landlord's operations or Landlord's use or occupancy of the
Building.
8.2. Tenant's Indemnity. Tenant shall defend, indemnify and save harmless Landlord and
its agents and employees against all costs (including, without limitation, reasonable attorneys'
fees), damages or claims whether for personal injury,bodily injury or property damage, during the
Term of this Lease, occurring in the Building, if caused by an act or omission by Tenant or its
agents or employees, arising out of Tenant's operations or Tenant's use or occupancy of the
Building.
8.3. Landlord's Insurance.
8.3.1. Liability Insurance. During the Term of this Lease, Landlord must maintain
insurance covering Landlord's liability for ownership, maintenance and use of the Building. Such
insurance must provide limits of not less than $1 million with respect to injury to any one person,
$1 million with respect to any one occurrence and $500,000 with respect to property damage
arising out of any one occurrence.
8.3.2 Property Insurance. Landlord must maintain "all-risk" property insurance covering
the Building against loss or damage resulting from fire or other insurable loss.
8.4. Tenant's Insurance.
8.4.1. Liability Insurance. During the Term, Tenant must maintain insurance covering
Tenant's liability for occupation and use of the Leased Premises and the Building. Such insurance
must provide limits of not less than $1 million with respect to injury to any one person, $1 million
with respect to any one occurrence and $250,000 with respect to property damage arising out of
any one occurrence.
8.4.2. Worker's Compensation Insurance. Tenant shall maintain and keep in force an"all-
employees" compensation insurance policy as required under the laws of the State of Colorado.
8.5. Insurance Requirements. All insurance required to be carried by the parties hereunder
shall be issued with a company or companies licensed and authorized to conduct business in the
State of Colorado with an A.M. Best rating of B+ or higher, the parties further agree to provide
each other with copies of certificates of insurance for all policies required.
8.6. Waiver of Subrogation. The parties to this Lease hereby release each other and their
respective officers, agents, managers, directors, and employees from any and all claims and
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demands for loss, damages, expense or injury to any person or the Building or to personal property
or improvements which are caused by or result from any risk insured against under insurance
policies carried or required to be carried by the parties and in force at the time of any such loss, to
the extent such loss is covered by such parties' policies. The parties shall each obtain from their
respective insurers waivers of all rights of subrogation, which the insurer of one party might have
against the other party and Landlord and Tenant shall each indemnify the other against any loss or
expense, including reasonable attorneys' fees, resulting from the failure to obtain such waivers of
subrogation.
ARTICLE 9
ASSIGNMENT
9.1. Internal Assignments. Notwithstanding anything in this Lease to the contrary, Tenant
has the right to assign this Lease or sublet the Leased Premises, without Landlord's consent, to a
parent, subsidiary, or affiliate of Tenant, to a company that has been merged or consolidated with
Tenant, or to a company acquiring all or substantially all of Tenant's physical assets at the Leased
Premises, provided Tenant (or the resulting entity of any merger or consolidation) remains fully
liable hereunder.
9.2. Outside Assignment Requirements. It shall be necessary for Tenant to obtain
Landlord's prior, written consent to any other proposed assignment of this Lease or subletting of
the Leased Premises. However, Landlord's consent must not be unreasonably or unduly withheld,
conditioned, or delayed, provided, however, that Landlord may withhold consent thereto if in the
exercise of its sole judgment it determines that:
9.2.1. Financial Condition. The financial condition of the proposed assignee or subtenant
is not consistent with the extent of the obligations undertaken by the proposed assignment or
sublease; or
9.2.2. Proposed Use. The proposed use of the Leased Premises is not appropriate for the
Building or in keeping with the character of the existing tenancies of the Building.
ARTICLE 10
CASUALTY AND RESTORATION
10.1. Restoration. Upon any damage due to fire or other casualty, if such casualty results
in damage to more than 5% of the gross leasable area of the Building, Landlord may, in its sole
discretion, upon thirty (30) days written notice to Tenant after such casualty, terminate this Lease.
Landlord may also, in its sole discretion, undertake restoration of the Building and complete such
restoration, with due diligence, after such casualty.
10.2. Equitable Adjustment. Upon any damage due to fire or other casualty, whether or
not Landlord decides to undertake restoration of the Building, the parties agree that the Tenant's
obligation to pay rent shall be equitably abated and apportioned from the date of such casualty
until such repairs are completed or until Tenant vacates the Leased Premises.
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ARTICLE 11
DEFAULT AND REMEDIES
11.1. Tenant's Default. If Tenant (a) fails to make its monthly payment of Tenant's rent
for more than 10 days after Tenant receives notice of such failure from Landlord; or (b) fails to
perform or observe any other agreement or condition contained in this Lease, and such failure is
not corrected within thirty (30) days after Tenant receives notice from Landlord of such failure,
then, in addition to all other remedies available at law or in equity, Landlord has the right to
terminate this Lease and recover possession of the Leased Premises in the manner prescribed by
law.
11.2. Landlord's Default. If Landlord fails to perform or observe any agreement or
condition contained herein, and such failure is not corrected within thirty (30) days after Landlord
receives notice from Tenant of such failure, then, in addition to all other remedies available at law
or in equity, Tenant has the right to terminate this Lease.
11.3. Disputes. In the event of an unresolved dispute between Landlord and Tenant
regarding the performance by either party of an obligation or condition of this Lease,as a condition
precedent to the filing of litigation, authorized representatives of Landlord and Tenant will use
good faith and commercially reasonable efforts to resolve such disputes.
ARTICLE 12
RIGHT OF ENTRY
Subject to Tenant's security requirements, including, without limitation, providing no less
than 48 hours' notice and Tenant's right to require escorts for any persons entering the Leased
Premises, Landlord,or Landlord's officers,employees,agents and representatives,as the case may
be, may enter the Leased Premises during normal business hours upon no less than 48 hours'
written or verbal notice to Tenant, except notice shall not be required in case of emergency, such
as fire.
ARTICLE 13
FEDERAL AVIATION ADMINISTRATION LEASE REQUIREMENTS
13.1 Landlord reserves the right, without any obligation on its part to do so, to maintain
and keep in repair the landing area of the Pueblo Memorial Airport ("Airport") and all publicly
owned facilities of the Airport, together with the right to direct and control all activities of Tenant
in this regard.
13.2 This Lease shall be subordinate to the provisions and requirements of any existing
or future agreement between Landlord and the United States, relative to the use, development,
operation, or maintenance of the Airport.
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13.3 Tenant shall comply with the notification and review requirements covered in Part
77 of the Federal Aviation Regulations with respect to the construction of any structure or building
on the Leased Premises, or in the event of any planned modification or alteration of any present or
future building or structure on the Leased Premises
13.4 It is understood and agreed that nothing contained in this Lease shall be construed
to grant or authorize the granting of an exclusive right within the meaning of Section 308 of the
Federal Aviation Act.
13.5 Landlord reserves for the use and benefit of the public, a right of flight for the
passage of aircraft in the airspace above the surface of the Leased Premises, together with the right
to cause in said airspace such noise as may be inherent in the operation of aircraft now known or
hereafter used for navigation or flight in said airspace, and for use of said airspace for landing on,
taking off from, or operations on or over the Airport.
13.6 Tenant by accepting this Lease expressly agrees for itself, its successors and assigns
that it will not erect nor permit the erection of any structure,building or object nor permit the growth
of any tree on the Leased Premises to a height not to exceed thirty-five(35)feet above ground level.
In the event the aforesaid covenant is breached,Landlord reserves the right to enter upon the Leased
Premises and to remove the offending structure or object or cut the offending tree, all of which shall
be at the expense of the Tenant. Landlord represents and warrants that the height of the Building
does not exceed thirty-five (35) feet above ground level as of the date of the Lease.
ARTICLE 14
CONDITION OF PREMISES
14.1 EXCEPT AS SPECIFICALLY SET FORTH IN THIS LEASE, IT IS
UNDERSTOOD AND AGREED THAT LANDLORD 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
ZONING, PHYSICAL OR ENVIRONMENTAL CONDITIONS, UTILITIES,
GOVERNMENTAL APPROVALS, COMPLIANCES OF THE LEASED PREMISES WITH
GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF ANY
DOCUMENT OR OTHER INFORMATION PROVIDED TO TENANT BY ANY OTHER
PERSON, OR ANY OTHER MATTER OR THING REGARDING THE LEASED PREMISES.
14.2 The taking of possession of the Leased Premises, including but not limited to all
building component and systems, by Tenant after the Commencement Date shall be conclusive
evidence that the Tenant accepts the Leased Premises in its then present condition "As Is, Where
Is, With All Faults"and that the Leased Premises are in good and satisfactory condition at the time
of the commencement of this Lease.
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ARTICLE 15
UTILITIES
Tenant shall pay, before delinquent, any and all charges for sewer, water, gas, electricity,
telephone and all other utility services furnished to or used in or supplied to the Leased Premises.
Landlord shall not be obligated to furnish, provide, or pay for any utilities, facilities or services of
any kind.
ARTICLE 16
ENVIRONMENTAL PROVISIONS
16.1 For the purpose of this Lease, "Hazardous Materials" means any hazardous or toxic
substance, material or waste which is or become 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 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. Notwithstanding the foregoing, reasonably quantities of common office
and/or cleaning materials shall not be considered Hazardous Materials for purposes of this Lease,
provided that Tenant handles any such materials in accordance with all Environmental
Regulations.
16.2 Tenant will comply with Environmental Regulations that are applicable to the Tenant
and its use of the Leased Premises. No activity shall be undertaken by the Tenant, its employees,
agents, licensees, invitees, contractors or subcontractors, on all or any portion of the Leased
Premises which would cause: (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 1221 et seq. and the Clean Air Act, 42 U.S.C. Section7401 et seq.
16.3 Tenant agrees to defend, indemnify and forever hold harmless the Leased Premises
and Landlord, and their respective agents, successors, and assigns, as their interest may appear,
from all claims, losses, damages, penalties , expenses and costs, including , but not limited to,
reasonable attorneys' fees, remedial, 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 Tenant, its employees, agents,
licensees, authorized guests, contractors and subcontractors.
16.4 The provisions of this Article 16 shall expressly survive the expiration of the Term
or other termination of this Lease.
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ARTICLE 17
GENERAL PROVISIONS
17.1.Notices. Notices,consents, and demands required or permitted to be given hereunder
must be in writing and be effective when received or refused, whether by hand delivery,nationally
recognized overnight courier (with evidence of receipt or refusal), or U.S. Mail (return receipt
requested), to the parties' respective Address stated in Article 1 of this Lease, or to such other
address as the parties designate by written notice to each other, and each party may identify
additional parties to receive copies of same.
17.2. Holding Over. Should Tenant hold over in possession of the Leased Premises after
the expiration of the Term, as extended, such holding over shall not be deemed to extend the Term
or renew this Lease,but this Lease will continue as a tenancy from month to month upon the terms
and conditions stated herein.
17.3. Waiver/Remedies. The failure of Landlord or Tenant to insist upon strict
performance by the other of any of the provisions of this Lease or to exercise any option herein
conferred will not be deemed as a waiver or relinquishment for the future of any such provision or
option. Except as expressly provided otherwise herein, all rights and remedies provided for herein
or otherwise existing at law or in equity are cumulative, and the exercise of one or more rights or
remedies by either party shall not preclude or waive its right to the exercise of any or all of the
others.
17.4. Partial Invalidity. If any provision of this Lease or the application thereof to any
person or circumstance is, at any time or to any extent, invalid or unenforceable, the remainder of
this Lease will not be affected thereby, and each such provision will be valid and will be enforced
to the fullest extent permitted by law.
17.5.Attorneys' Fees. In the case of any litigation among the parties under this Agreement,
the prevailing party will be entitled to reimbursement for its reasonable costs, including reasonable
attorneys' fees, incurred in any such dispute.
17.6. Entire Agreement. This Lease contains the entire and exclusive agreement between
the parties relating to the Leased Premises and may not be modified except by written instrument
signed by the party to be bound thereby.
17.7. Venue and Waiver of Trial by Jury. In the event of any litigation arising under this
Agreement, exclusive venue for any such litigation shall be Pueblo County, Colorado. All such
litigation shall be filed in the District Court and each party submits to the personal and subject
matter jurisdiction of such District Court. Landlord and Tenant hereby waive a trial by jury in any
action, proceeding, or counterclaim brought by either against the other, upon any matters
whatsoever arising out of or in any way connected with this Lease, Tenant's use or occupancy of
the Premises, and/or any claim of injury or damage.
17.8. Relationship of the Parties. Neither Party shall be, or hold itself out as, agent of
the other or as joint venturers or partners under this Agreement.
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17.9. Drafting of Agreement. Each Party acknowledges that this Agreement was fully
negotiated by the Parties and,therefore,no provision of this Agreement shall be interpreted against
any Party because such Party or its legal representative drafted such provision.
17.10. No Third-Party Beneficiaries. The provisions of this Agreement are for the
exclusive benefit of the Parties hereto and their successors and permitted assigns, and no third
party shall be a beneficiary, or have any rights by virtue of this Agreement.
17.11. Counterparts. This Agreement may be executed in any number of counterparts,
and each such counterpart shall be deemed for all purposes to be an original, and all such
counterparts shall together constitute but one and the same original.
17.12. Survival. Whether or not specifically noted within any section or provision of this
Lease, any provision of this Lease which must survive termination of this Lease in order to be
effective will so survive such termination.
IN WITNESS WHEREOF, this Lease is executed and delivered as of the date first above
written.
LANDLORD
City of Pueblo, Colorado
a Colorado municipal corporation
By: /444/
Name: Nicholas A. Gra Isar
Title: Mayor
Attested by:
4Y1Cia ILA;Lit
City Clerk
TENANT:
ActivArmor, LLC
a C rado I •Ste liabilit c I. f y
By `
Name: . - . E. Hall
Title: Manager
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PERSONAL GUARANTY
The Continuing Guaranty which I signed on or about March 12,2018 is hereby ratified and
shall remain in full force and effect and is hereby made applicable to this Lease. I personally
guarantee the payment of the full amount of(a) Rent; and (b) Tenant's other financial obligations
as described in and in accordance with this Lease.
Diana E. all, individually
STATE OF COLORADO )
) ss.
COUNTY OF PUEBLO )
Aah
The foregoing instrument was acknowledged before me this � day of ,
2020 by Diana E. Hall as Manager of ActivArmor, LLC,a Colorado limited liability mpany . d
in her individual capacity as it pertains to the Personal Guaranty.
Witness my hand and official seal.
My commission expires: 1 x-12-0 49.6011 . at-AI:ILI
[ SEAC1TT�NllDY J.CAPRITTA
NOTARY PUBLIC
STATE OF COLORADO Notary Public
NOTARY ID 19934016940
MY COMMISSION EXPIRES 1113012021
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