HomeMy WebLinkAbout10197ORDINANCE NO. 10197
AN EMERGENCY ORDINANCE APPROVING A LEASE
BETWEEN THE CITY OF PUEBLO, A COLORADO
MUNICIPAL CORPORATION AND FRIDAY HEALTH PLANS
MANAGEMENT SERVICES COMPANY, INC., A
COLORADO CORPORATION, FOR SUITE 300, 317 NORTH
MAIN STREET, PUEBLO, CO 81003 AND AUTHORIZING
THE MAYOR TO EXECUTE SAID LEASE AND RATIFYING
THE MAYOR’S PRIOR SIGNATURE THERETO
BE IT ORDAINED BY THE CITY COUNCIL OF PUEBLO, that:
SECTION 1.
The Lease dated June 27, 2022, between the City of Pueblo, a Colorado municipal
corporation and Friday Health Plans Management Services Company, Inc., a Colorado
corporation (“Company”) a copy of which is attached hereto, having been approved as to
form by the City Attorney is hereby approved. The Mayor is authorized to execute and
deliver said Lease in the name of the City and the Mayor’s prior signature thereto is ratified
and the City Clerk is authorized to affix the seal of the City thereto and attest same.
SECTION 2.
The officers and staff of the City are authorized to perform any and all acts
consistent with this Ordinance and the attached Lease which are necessary or desirable
to effectuate the transactions described therein.
SECTION 3.
Savings Clause: The Company is willing to sign the Lease approved hereby on
the condition that Company take possession of the leased premises on July 1, 2022.
Company has agreed to pre-pay $15,450 to the City prior to taking occupancy. Given
these time constraints, the immediate enactment of this Ordinance is necessary in order
to preserve and protect the health, safety and welfare of the residents of the City.
Pursuant to Sec. 3-20 of the City Charter, 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 27, 2022 .
Final adoption of Ordinance by City Council on June 27, 2022 .
President of City Council
Action by the Mayor:
☒ Approved on June 29, 2022 .
□ 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-1
Background Paper for Proposed
Ordinance
COUNCIL MEETING DATE: June 27, 2022
TO: President Heather Graham and Members of City Council
CC: Mayor Nicholas A. Gradisar
VIA: Marisa Stoller, City Clerk
FROM: Daniel C. Kogovsek, City Attorney
SUBJECT: AN EMERGENCY ORDINANCE APPROVING A LEASE BETWEEN THE CITY
OF PUEBLO, A COLORADO MUNICIPAL CORPORATION AND FRIDAY
HEALTH PLANS MANAGEMENT SERVICES COMPANY, INC., A COLORADO
CORPORATION, FOR SUITE 300, 317 NORTH MAIN STREET, PUEBLO, CO
81003 AND AUTHORIZING THE MAYOR TO EXECUTE SAID LEASE AND
RATIFYING THE MAYOR’S PRIOR SIGNATURE THERETO
SUMMARY:
Attached is a proposed Emergency Ordinance approving and authorizing the Mayor to sign and
ratifying the Mayor’s prior signature to a lease between the City of Pueblo and Friday Health Plans
Management Services Company, Inc., a Colorado corporation (“Company”).
PREVIOUS COUNCIL ACTION:
Not applicable to this Ordinance.
BACKGROUND:
Company is requesting a short-term lease of 3,000 square feet of space in the Pope Block building
located at 317 North Main Street in Downtown Pueblo. The Pope Block building is owned by the
City of Pueblo. The Company is willing to sign the Lease approved hereby on the condition that it
take occupancy of the leased premises on July 1, 2022
FINANCIAL IMPLICATIONS:
The City and Company have agreed to a three-month lease on the following terms and conditions:
MONTH RENT PARKING TOTAL
July, 2022 $ 4,250 $ 900 $ 5,150
August, 2022 4,250 900 5,150
September, 2022 4,250 900 5,150
TOTAL $12,750 $2,700 $15,450
Company is paying rent at the rate of $17 per square foot including CAM expenses. In addition,
Company has been assigned 30 parking spaces at the rate of $30 per parking space per month.
Company has agreed to pre-pay $15,450 prior to taking occupancy. Company has also been
granted an option to continue the lease for an additional 60 days on the same terms and
conditions.
BOARD/COMMISSION RECOMMENDATION:
Not applicable to this Ordinance.
STAKEHOLDER PROCESS:
Not applicable to this Ordinance.
ALTERNATIVES:
If this Ordinance is not approved, Company’s lease will not be approved.
RECOMMENDATION:
Approve the Ordinance.
Attachments:
Proposed Ordinance
Proposed Lease.
LEASE
This Lease is made as of this 27th day of June, 2022,by and between the City of Pueblo, a
Colorado municipal corporation ("Landlord") and Friday Health Plans Management Services
Company, Inc., a Colorado corporation("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: 317 N. Main Street, Pueblo, CO 81003
1.2. Leased Premises: Suite 300. Three thousand (3,000)rentable square feet(RSF)
1.3. Term: Three(3)months
1.4. Commencement date: July 1,2022.
1.5. Termination date: September 30, 2022.
1.6. Renewal option: One (1)option for an additional sixty(60)days.
1.7. Tenant improvement allowance: None
1.8. Agency disclosure and commission: None
1.9. Landlord address:
City of Pueblo
Attn: Mayor
1 City Hall Place, 2nd Floor
Pueblo, CO 81003
1.10. Tenant address:
Friday Health Plans Management Services Company, Inc.
Attn: Sal Gentile
700 Main Street
Alamosa, CO 81101
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ARTICLE 2
LEASE OF PREMISES
Leased Premises. In consideration of the mutual covenants and agreements herein
contained, Landlord hereby leases to Tenant the premises of approximately 3,000 rentable square
feet ("RSF") located in the Building(the"Leased Premises")together with all appurtenances.
ARTICLE 3
TERM
Term: Three (3)months.
Commencement Date: July 1, 2022.
Termination date: September 30, 2022.
ARTICLE 4
RENT
4.1. Rent. Tenant's rent and other payment obligations are as follows:
MONTH RENT PARKING TOTAL
July, 2022 $ 4,250 $ 900 $ 5,150
August, 2022 4,250 900 5,150
September, 2022 4,250 900 5,150
TOTAL $12,750 $2,700 $15,450
Tenant shall not be obligated to pay any CAM expenses. Tenant is hereby assigned 30 parking
spaces at the rate of$30 per parking space per month. Tenant shall pre-pay$15,450 prior to taking
occupancy. Tenant is hereby granted an option to continue the lease for an additional 60 days on
the same terms and conditions, provided that Tenant gives Landlord written notice of Tenant's
intent to exercise this option on or before September 23, 2022. Tenant shall pre-pay rent and
parking fees applicable to the duration of the option exercised.
4.2. 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 5
USE
5.1.Use. Tenant may use the Leased Premises as office space including any uses incidental
thereto. 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.
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5.2. 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 6
ALTERATIONS AND SIGNS
6.1. 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.
6.2. 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.
6.3. 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.
6.4. 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 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.
ARTICLE 7
INDEMNIFICATION AND INSURANCE
7.1. 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.
7.2. 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
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agents or employees, arising out of Tenant's operations or Tenant's use or occupancy of the
Building.
7.3. Landlord's Insurance.
7.3.1. 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.
7.3.2 Property Insurance. Landlord must maintain "all-risk" property insurance covering
the Building against loss or damage resulting from fire or other insurable loss.
7.4. Tenant's Insurance.
7.4.1. 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 $500,000 with respect to property damage arising out of
any one occurrence.
7.4.2. 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.
7.5. 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.
7.6. 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
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 8
CASUALTY AND RESTORATION
8.1. 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
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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.
8.2. 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.
ARTICLE 9
DEFAULT AND REMEDIES
9.1. Tenant's Default. If Tenant fails to perform or observe any 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.
9.2. Landlord's Default: In the event Landlord defaults in the performance of its
obligations hereunder, Tenant shall have the right to (i) terminate this Lease by written notice to
City or(ii)treat this Agreement as being in full force and effect and to obtain specific performance,
but not any damages. Such violations may be restrained or such obligations enforced by injunction
at the instance and request of Tenant without the showing of any special damages or an inadequate
remedy at law.
9.3. 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 10
RIGHT OF ENTRY
Subject to Tenant's security requirements, including, without limitation, providing no less
than 24 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 24 hours'
written or verbal notice to Tenant, except notice shall not be required in case of emergency, such
as fire.
ARTICLE 11
CONDITION OF PREMISES
11.1 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,
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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.
11.2 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.
ARTICLE 12
UTILITIES
Landlord 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.
ARTICLE 13
GENERAL PROVISIONS
13.1. 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 addresses 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.
13.2. 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 the others.
13.3. 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.
13.4.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.
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13.5. 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.
13.6. 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 or County Court and each party submits to the personal and
subject matter jurisdiction of such 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.
13.7. 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.
13.8. 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.
13.9. No Monetary Damages Against Landlord. In consideration of Landlord entering
into this Lease, Tenant waives and discharges Landlord, its officers, agents and employees from
any and all claims for any monetary damages whether such claims arise under tort, contract,
statutory or any other law.
13.10. Broker. Tenant and Landlord represent and warrant that they shall each pay their
respective brokers or real estate agents,if any,in connection with this transaction. Landlord agrees
to indemnify, defend and hold Tenant harmless from and against any and all claims, loss, liability,
costs and expenses (including reasonable attorneys' fees), resulting from any claims that may be
made against Tenant by any broker or other person claiming a commission, fee or other
compensation by reason of the transaction contemplated hereby if the same shall arise by,through
or on account of Landlord. Tenant agrees to indemnify, defend and hold Landlord harmless from
and against any and all claims, loss, liability, costs and expenses (including reasonable attorneys'
fees),resulting from any claims that may be made against Landlord by any broker or other person
claiming a commission, fee or other compensation by reason of the transaction contemplated
hereby if the same shall arise by, through or on account of Tenant.
13.11. 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.
13.12. 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.
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13.13. 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: �t.�.e.Q,3/, 7'
Name: Nicholas A. Gradisar, Mayor
Date: _df"pt/,9.0....
TENANT
Friday Health Plans Management Services Company, Inc.
a Colorado corporation
Bt;--- ALA
Ilk i1
Name• . nife `? -r
Title: COO
Date: l31 ,7) \
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