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HomeMy WebLinkAboutC C M K ARCHITECTURE AND PLANNING - CONTRACT - CONTRACT - 10595GROUND SUBLEASE AGREEMENT THIS AGREEMENT ("the Sublease"), is made and entered into this_ d9ay of /y�6(/ 2001, by and between RIVENDELL SCHOOL OF NORTHERN COLOR -ADO, Colorado corporation ("Sublessor"), and THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, ("Sublessee"), with the acknowledgment, consent and agreement of JAMES P KNOCH and ERMA K KNOCH (together referred to herein as "Owner"), and of ROBERTSHAW,CONTROLS COMPANY, a Delaware corporation ("'Lessee") WITNESSETH 1 The Property. A Owner owns that certain parcel of real property located in the County of Lanmer, State of Colorado, which real property is described on Exhibit "A" attached hereto and incorporated by reference together with all improvements and appurtenances thereto (the "Property") B. Lessee currently leases the Property from Owner pursuant to the terms of that certain Leasei Agreement, dated July 30, 1997, by and between Lessee's predecessor -in - interest in the Property, RAM Electronics, and Owner's predecessors in interest in the Property, Alfred F Hayes and Margaret Hayes, as assigned to Owner • 1 .33 C Sublessee has leased the Property from Lessee pursuant, til Irr�is of a Sublease Agreement by and between them and dated May 30, 2000 2 Subleased Premises In consideration of the payment of the rent herein -provided for and the keeping and performance of the covenants and obligations herein set forth, the Sublessor hereby subleases to Sublessee and Sublessee subleases from the Sublessor that portion of the Property as shown on Exhibit "B" attached hereto and incorporated herein by this reference (the "Premises") for use only in the mariner described in paragraph 7, below. 3 Condition of Premises/Improvements Sublessor shall have no obligation to make any changes, removals, or repairs of any kind As a condition of this Sublease, Sublessee shall complete the improvements in accordance with Exhibit "C", attached hereto and incorporated herein by this reference, within one hundred and twenty (120) days of the execution of this Sublease, unless otherwise specified on Exhibit C 4 Rental Payment by Sublessee A Sublessee shall pay monthly, in advance, as rental for the Premises the sum of Eight Hundred and Fifty Dollars (S850 00) to be paid upon execution of this Sublease and on or prior to the first day of each month hereafter This rental rate shall not increase J. To the best of Sublessor's knowledge, there are no environmental reports or information available regarding the Property, except for the Environmental Reports listed in Exhibit "F", and except for those particular reports identified in the Environmental Reports. 16. Default by Sublessor. If the Sublessor shall breach any of the conditions required to be performed by the Sublessor under this Sublease, Sublessee may elect to terminate this Sublease upon giving at least thirty (30) days notice to the Sublessor of its intention to so do, in which event'this Sublease shall terminate upon the date fixed in such notice unless the Sublessor shall have meanwhile cured such default. In the event this Sublease is terminated due to a default by Sublessor, Sublessee shall be entitled to a full reimbursement from Sublessor of any amounts paid hereunder and not applied toward monthly rent payments as provided in paragraphs 4.E and 41, above, for those months of the Sublease that have elapsed prior to Sublessor's ',default. Election by Sublessee to terminate under this provision shall not be construed as a waiver of any of Sublessee's rights as a non -defaulting party to such other remedies as may be available in law or equity. 17. Default by Sublessee. If the rent provided for above, or any pan thereof, shall be in arrears, or if default shall be made by Sublessee in any of the covenants or agreements herein contained, the Sublessor shall give to Sublessee ten (10) days notice to correct any default in the payment of rent, or thirty (30) days to undertake performance which will cure any other default; and if said rent is not paid or cure commenced within the said time period, or if Sublessee fails to diligently pursue the work thereafter required to cure such other default, it shall be lawful for the Sublessor, at, the Sublessor's electron, to declare Sublessee's right of possession ended and to enter into the Premises, or any part thereof, and with process of law to expel, remove, and put out Sublessee or any person or persons occupying the same, and to repossess and enloy the Premises as in the first and former state of said Sublessor, and in the event of such failure to correct said default. Sublessee hereby covenants and agrees to surrender and deliver up the Premises peaceably to the Sublessor immediately upon the termination of this Sublease, and to remove all personal property upon such termination. If Sublessee shall remain in the possession of the same after the termination thereof, Sublessee shall be deemed guilty of an unlawful detainer of the Premises under the law and subject to eviction and removal. In the event Sublessee fails to remove their personal property from the Premises upon termination of this Sublease, Sublessee hereby agrees that the Sublessor shall at that time be entitled to take possession of said personal property and to dispose of the same in any manner deemed appropriate by the Sublessor, in its sole discretion. Sublessee's obligation to indemnify Sublessor pursuant to paragraph 14 of this Sublease shall survive the termination of the Sublease hereunder. I M 18 Sublessor's Right to Enter the Premises. The Sublessor or its agents shall at all -reasonable times be permitted to enter upon the Premises for the purpose of inspecting the Premises. 19. Assignment or Subleasing. This Sublease shall not be assigned or subleased by Sublessee. 20. Holding Over. If after the expiration of the term of this Sublease, Sublessee fails to surrender possession of the Premises, Sublessee shall be deemed to be in default and subject to the default provisions set forth in Section 16, above. Any personal property on the Premises shall become the property of the Sublessor if it remains on the Premises after this Sublease termination. 21. Notices. Any notice by either party to the other shall be in writing and shall be deemed to be duly given only if delivered personally, or mailed by certified mail, return receipt requested, in a postage prepaid envelope addressed to the parties as follows: SUBLESSOR: Administrator Rivendell School of Northern Colorado 1800 East Prospect Road Fort Collins, CO 80525 SUBLESSEE: WITH A COPY TO: Natural Resources Director City of Fort Collins P.O. Box 580 Fort Collins, CO 80522 City of Fort Collins Attention- Real Estate Services P.O. Box 580 Fort Collins, CO 80522 The addresses hereinabove set forth may be changed by either party by giving written notice to the other party of the change of address 22 Attorneys' Fees. In the event that either party shall default under any of the 11 provisions of this Sublease and the non -defaulting party shall commence litigation to enforce this Sublease, the defaulting party shall be liable for all costs, expenses and reasonable attorneys fees incurred by the non -defaulting party conceming such litigation. 23. � Indemnity. To the extent permitted by law, Sublessee shall indemnify the Indemnified (Parties and hold harmless and defend the Indemnified Parties from any and all claims, actions, suits, proceedings, costs, expenses, damages, and liabilities, including reasonable attorneys' fees, expert witness fees and court costs, to the extent the same result from any negligent act' or omission of Sublessee, Sublessee's officers or employees, in the occupation of the Premises or the operation of the recycling facility, subject to the receipt by Sublessee of prompt notice of any such claim, action, suit or other basis for recovery under this paragraph 22, upon receipt thereof by any Indemnified Party, and subject to Sublessee's right to conduct the defense of the same, at its option. This indemnity is in addition to and separate from the provisions of paragraph 14 of this Sublease. 24. � No Waiver. The failure of any party, at any time, to assert rights pursuant to this Sublease shall not constitute a waiver of that party to make subsequent assertions of such rights. 25. i Consent and Acknowledgment by Owner and Lessee. By their execution of this Sublease below, the Owner and Lessee hereby acknowledge and consent to this Sublease and all terms hereof,', and agrees to honor the terms hereof in the place of Sublessor in the event the Sublessor's sublease rights in the Premises are terminated during the term of this Sublease. Owner and Lessor together with their execution of this Sublease Agreement are each hereby providing to Sublessee an Estoppel Certificate, attached hereto as Exhibit "G" and Exhibit "H", respectively, and incorporated herein by this reference, which Estoppel Certificates constitute material consideration to Sublessee for the purpose of this Sublease Agreement. 26. ; Miscellaneous. i A. This Sublease shall be governed by, construed and enforced in accordance with the laws of the State of Colorado. B. All obligations of the Sublessee hereunder are expressly contingent upon the annual appropriation of funds sufficient to carry out the same by the City Council of the City of Fort Collins. C. In construing this Sublease, feminine or neuter pronouns shall be substituted for those masculine in form and vice versa, and plural 12 terms shall be substituted for singular and singular for plural in any place in which the context so requires. D. The covenants, terms, condition, provisions and undertakings in this Sublease shall extend to and be binding upon the heirs, executors, administrators, successors, and assigns of the respective parties hereto as if they were in every case named and expressed and shall be construed as covenants running with the land. Wherever reference is made to either of the parties hereto, it shall be held to include and apply also to the heirs, executors, administrators, successors, and assigns of such party as if in each and every case so expressed. E. The captions of paragraphs in this Sublease are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope or intent of this Sublease or of any provisions herein. F. This Sublease contains the entire agreement between the parties and cannot be changed or terminated orally, but only by an agreement in writing signed by the parties hereto. G. If any provisions of this Sublease shall be declared invalid or unenforceable, the remainder of this Sublease shall continue in full force and effect. H. The persons who have executed this Sublease represent and warrant that they are duly authorized to execute this Sublease in their individual or representative capacity as indicated. I. The parties acknowledge and agree that this Sublease may be executed in counterparts, which counterpart signatures shall be effective and shall constitute full execution by all parties. 13 IN WITNESS WHEREOF, the parties hereto have executed this Sublease the day and year first above written. City Clerk SUBLESSOR: RIVENDELL SCHOOL OF NORTHERN COLORADO, a Colorado corporation By: (,L(C/ ATTEST: X4 Name - Title: jV-� S �LL'1Ll' SUBLESSEE: CITY OF FORT COLLINS, COLORADO, a Municipal corporation By: _ Jo '. Fischbach, City Manager 14 APPROVED AS TO FORM: D, Assistant City Atton All the terms of this Sublease are hereby acknowledged, consented and agreed to by the Owner and Lessee of the Property, and, to the extent inconsistent with any agreement by or among two or more of the parties hereto, including Ownerand�ssee, the terms of this Sublease shall take precedence and govern the rights and obligations of the subject parties. ror OWNER: ERMA&KNOCH (REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANKI 15 All the terms of this Sublease are hereby acknowledged, consented and agreed to by the Lessee of the Property, and, to the extent inconsistent with any agreement by or among two or more of the parties hereto, including Lessee, the terms of this Sublease shall take precedence and govem the rights and obligations of the subject parties LESSEE: ROBERTSHAW CONTROLS COMPANY, a Delaware corporation, whose address for the purpose of this Agreement shall be in rare of Invensys Company, Attention Tim Dolan, 2809 Emery�wood Parkway, #400, Richmond, Virginia, 23294, Successor -in Interest in the Property of RAM ELECTRONICS CORPORATION, a Colorado corporation By. ,(�, 1 Name/Title. �4Di'` J D91 0 Vi ATTEST Name/Title: HUI Lot 2, FIRST REPLAT OF PROSPECT -RIVERSIDE SUBDIVISION, C'ry of Fort Collins. Counry of Larimc,-, State of Colorado Commonly known as 1800 East Prospect Road, Fort Collins, Colorado 80525. Kt Exhibit Fi Legal Description of Subleased Premises. LOCATION SKETCH ACCESS EASEMENT AT RIVENDELL SCHOOL (FORT COLLINS RECYCLING CENTER) IN ACCESS ESM'T 48 SO FT ©© (D(a ©@ 0® © ®®0(2 Z Z WX (n WX (n z;u z (nx Vl;o z (n 0 (A O 0)II L+ Mil oo v11 v�jll UII co CO O CO N •p Oo 9 CO — p ++ Ov CD (o O N CD W Ca O -P (,I Cs .p A C.+ N (n Cn - O Lv" G+ Cl Cl Cnn -.I -- O (n (O L4 .A O CO L.i _p N '_0 -P N (A 00 '' •PO '_'� NtJN 0)f (.nA .A CO F A O v rI i m j n rI rI = i r*i n m r*i m m 0 m m g oO III Cn W rnll III ill O v V 0 u'_ O W 4p G! _ O Z Z m (n Z Z w m Z Z Z Co O CO O O co O Co m coLn LO O O O O (O O O .A (o Ln CC-1 •? (ji •? .p (mil ? (" C� L' C4 N CA N rO LA N IJ N IV N (A V C.I v v L4 'v O W v (O m m m N N (D O O O O Co p 0 O N 0 0 0 0 0 0 00 p L4 00 V V L.I CO N00'14'26"E L NTS N 0 rn MAY 30, 2001 1-4 THIS SKETCH AND THE AREAS PROPERTY DESCRIPTION ONLY, AND DO NOT REPRESENT A MONUMENTED BOUNDARY SURVEY RIVERSIDE AVENUE S00'14'27"W 130 20' n oLnn Ln © ' m r O Z m © r *� rmi 7 I N c O 0 cn m N m i :D Z ;7 O cn m ® m r � Z D m ©I -1 O _u ll 1 � 0 r Ln O O •-"I m N n-1 v X m 1 � to 0 m (n CO C W N V ACCESS ESM'T rri 42,274 SO FT 209 00' NE COR OF LOT 2 ' U \S7WPROJ\WALLY\DWG\RIVENDELL DWG during the initial term of this Sublease. B. The rental rates for sublease years after the initial term shall be as follows - Sublease Year 1 (2002): $10,500.00 ($875.00 per month) Sublease Year 2 (2003): $11,500.00 ($958 34 per month) Sublease Year 3 (2004): $12,500.00 ($1,041.67 per month) Sublease Year 4 (2005). $13,500.00 ($1,125.00 per month) Sublease Year 5 (2006): $16,500.00 ($1,325.00 per month) C. Sublessor reserves the right to increase rental rates annually by an amount not to exceed four percent (4%) per year after Sublease Year 5, if this Sublease is renewed or extended 1 eyond the initial period. D. Bililing or acceptance by Sublessor of any rental shall not imply a definite term or otherwise restrict either party from canceling this Sublease as provided in paragraph 5, below. E Notwithstanding the foregoing monthly rent payment provisions, Sublessee shall pay to Sublessor upon execution of the Sublease Agreement, the amount of Eleven Thousand ,Three Hundred and Fifty Dollars ($11,350.), for use by Sublessor in the completion of a parking island with interior landscaping on the Property in the location and as described on Exhibit "D", attached hereto and incorporated herein by this reference, within one hundred and twenty (120) days of the execution of this Sublease. This amount represents an estimate by Sublessee of the costs associated with the completion' of said improvements, and Sublessee agrees to pay to Sublessor, upon the presentation of documentation of any additional reasonable costs associated with the completioniof said improvements, such additional costs up to a maximum total payment for such improvements in the amount of Twenty Thousand Dollars ($20,000.00). Sublessee shall have no obligation related to such improvements except as set forth herein, but shall cooperate with Sublessor in connection with Sublessor's completion of the same. IAll amounts paid by Sublessee hereunder shall be credited in full by Sublessor toward the next successive rent payments otherwise due from Sublessee, until the full amount has been credited to Sublessee. I F. Sublessee shall be entitled to deduct from any rent amount due to be paid by Sublessee hereunder one-half (1/2) of the actual costs incurred by Sublessee in inspecting, 'monitoring, or responding to environmental conditions present on the Premises, including without limitation those costs incurred by Sublessee prior to the FA DESCRIPTION OF AN ACCESS EASEMENT FOR THE CITY OF FORT COLLINS RECYCLING CENTER LOCATED AT THE RIVENDELL SCHOOL An Access Easement located in the southeast quarter of Section 16, Township 7 North, Range 68 West of the Sixth Principal Meridian, City of Fort Collins, Larimer County, Colorado, the said easement is also located in Lot 2 of the Plat of the First Replat of Prospect -Riverside Subdivision, a Plat of record with the Clerk and Recorder of the said Larimer County, being more particularly described as follows; Considering the west line of the said Lot 2 as bearing South 00 degrees 14 minutes 27 seconds West, and with all bearings contained herein relative thereto; Commencing at the northwest corner of: the said Lot 2; THENCE along the said west line of Lot 2, South 00 degrees 14 minutes 27 seconds West for a distance of 3.28 feet to the TRUE POINT OF BEGINNING of this description; THENCE leaving the said west line, South 89 degrees 53 minutes 20 seconds East for a distance of 24.70 feet; THENCE North 88 degrees 38 minutes 24 seconds East for a distance of 9.10 feet; THENCE along a non -tangent curve to the right having a radius of 12.00 feet a central angle of 59 degrees 38 minutes 17 seconds and an arc length of 12.49 feet, being subtended by a chord of South 58 degrees 34 minutes 11 seconds East for a distance of 11.93 feet; THENCE along a non -tangent curve to the left having a radius of 14.30 feet a central angle of 82 degrees 55 minutes 01 seconds and an arc length of 20.69 feet, being subtended by a chord of South 74 degrees 49 minutes 44 seconds East for a distance of 18.94 feet; THENCE non -tangent from the previous curve, North 70 degrees 15 minutes 16 seconds East for a distance of 12.53 feet; THENCE along a non -tangent curve to the right having a radius of 15.00 feet a central angle of 17 degrees 37 minutes 34 seconds and an arc length of 4.61 feet, being subtended by a chord of North 78 degrees 37 minutes 08 seconds East Eor a distance of 4.60 feet; THENCE non -tangent from the previous curve, South 89 degrees 47 minutes 34 seconds East for a distance of 123.14 feet; THENCE along a non -tangent curve to the right having a radius of 8.65 feet a central angle of 67 degrees 02 minutes 09 seconds and an arc length of 10.12 feet, being subtended by a chord of South 64 degrees 00 minutes 24 seconds East for a distance of 9.55 feet; THENCE non -tangent from the previous curve, South 32 degrees 33 minutes 44 seconds East for a distance of 12.41 feet; THENCE along a non -tangent curve to the left having a radius of 13.30 feet a central angle of 68 degrees 37 minutes 01 seconds and an arc length of 15.93 feet, being subtended by a chord of PAGE 1 OF 3 South 61 degrees 53 minutes 15 seconds East for a distance of 14.99 feet; THENCE North 01 degrees 26 minutes 11 seconds East for a distance of 30.87 feet to the north line of the said Lot 2; THENCE along the said north line, South 89 degrees 53 minutes 27 seconds East for a distance of 189.06 feet to the northeast corner of the said Lot 2; THENCE along the east line of the said Lot 2, South 00 degrees 14 minutes 26 seconds West for a distance of 209.00 feet; THENCE leaving the said east line, North 89 degrees 53 minutes 27 seconds West for a distance of 120.67 feet; THENCE North 00 degrees 14 minutes 26 seconds distance of 61.50 feet; THENCE North 51 degrees 45 minutes 34 seconds distance of 91.33 feet; THENCE North 38 degrees 14 minutes 26 seconds distance of 7.67 feet; THENCE North 55 degrees 01 minutes 29 seconds distance of 69.33 feet; THENCE North 89 degrees 53 minutes 27 seconds distance of 120.78 feet; THENCE North 64 degrees 48 minutes 23 seconds distance of 29.17 feet; THENCE South 89 degrees 39 minutes 20 seconds distance of 21.88 feet; THENCE South 00 degrees 14 minutes 27 seconds distance of 8.06 feet; East for a West for a East for a West for a West for a West for a West for a West for a THENCE North 89 degrees 45 minutes 33 seconds West for a distance of 6.00 feet to the said west line of Lot 2; THENCE along the said west line, North 00 degrees 14 minutes 27 seconds East for a distance of 38.02 feet to the point of beginning. Containing 42274 square feet (0.971 Acres) more less. TOGETHER WITH: Commencing at the said northwest corner of the said Lot 2; THENCE along the said west line of Lot 2, South 00 degrees 14 minutes 27 seconds West for a distance of 171.50 feet to the TRUE POINT OF BEGINNING of this description; THENCE continuing along the said west line, South 00 degrees 14 minutes 27 seconds West for a distance of 8.00 feet; THENCE leaving the said west line, South 89 degrees 45 minutes 33 seconds East for a distance of 6.00 feet; THENCE North 00 degrees 14 minutes 27 seconds East for a distance of 8.00 feet; THENCE North 89 degrees 45 minutes 33 seconds West for a distance of 6.00 feet to the point of beginning. Containing 48 square feet more less. The above described easements are subject to all easements and rights of ways now existing or of record. PAGE 2 OF 3 I hereby state that the above description was prepared by me and is true and correct to the best of my professional knowledge, belief and opinion. The description is based upon previously recorded plats and deeds and not upon a actual field survey. WALLACE C. MUSCOTT COLORADO P.L.S. 17497 P.O. BOX 580 FORT COLLINS, CO 80522 PAGE 3 OF 3 w i execution of this Sublease in connection with the completion of a Phase II investigation of the Premises which are estimated to total Five Thousand Four Hundred Dollars ($5,400.00), provided that documentation of any such costs shall be provided to Sublessor at the time of any such reduced rent payment, and further provided that any information generated by such activities shall be provided to Sublessor. In no event shall the amount of credit pursuant to this paragraph exceed Two Thousand Seven Hundred Dollars ($2,700.00). Any amounts credited pursuant to this paragraph shall be in addition to credits against rent payments provided in the foregoing paragraph 4.E. 5. TERM. The term of this Sublease shall have an original term and five (5) renewal terms of one (1) year each in length. The original term will commence, as of the date first set forth above, and will continue until midnight on the 31st day of December, 2001. Thereafter, unless Sublessee terminates the Sublease by giving Sublessor notice in writing at least sixty (60) days prior to the end of the original teen, or any renewal term, the Sublease shall automatically be renewed for up to five successive one-year terms. However, such renewal is expressly contingent upon the Sublessee's annual budgeting and appropriation of funds in an amount sufficient to meet Sublessee's annual obligation hereunder. Sublessee reasonably believes that it will have a need for the Premises for the duration of the original term and the renewal terms provided for under the Sublease. At the end of any existing term, if funds are not appropriated, this Sublease automatically terminates. Sublessor and Sublessee understand and intend that the obligation of the Sublessee to pay rental under the Sublease shall constitute only a current expense of Sublessee and shall not in any way be construed to be a debt of Sublessee or pledge of Sublessee's credit. If Sublessor remains in possession of the Premises, whether through a lease, or sublease arrangement or becomes the owner of the Property of which the Premises are a part, Sublessee shall be entitled, at its option, to extend the term of this Sublease for up to an additional five (5) one (1) year terms, by providing written notice to Sublessor of its intention to extend this Agreement. In the event Sublessee elects to so extend this Sublease, all terms and conditions of this Agreement shall continue in full force and effect and shall be applicable to each subsequent annual term as set forth herein. Notwithstanding the foregoing, Sublessor shall be entitled to terminate this Ground Sublease Agreement at the end of the fifth annual one-year term by giving Sublessee notice in writing of its election to terminate no later than sixty (60) days prior to the termination of said fifth annual one-year term. 6 Covenants Upon Sublessee's payment of the rent herein specified and upon Sublessee's performance of the terms of this Sublease, Sublessee shall at all times during this Sublease term peaceably and quietly enjoy the Premises without any disturbance from the Sublessor or any person claiming through the Sublessor except as otherwise expressly provided herein. 3 7. Permissible Use of the Premises. Sublessee shall use and occupy the Premises for the purpose of maintaining and operating thereon a recycling center to receive, store and transfer recyclable materials deposited on the Premises by the general public. The parties hereto, including Owners and Lessee, hereby expressly acknowledge and agree that the use of the Premises for such purposes shall be permitted hereunder, notwithstanding that the sublease agreement through which Sublessor's rights to the Premises arise does not permit such use. The parties acknowledge that Sublessee's initial plans for the operation of the recycling center include those activities and services generally described in the Operating Description attached hereto as Exhibit "E" and incorporated herein by this reference. Sublessee shall not sublease, rent or otherwise make available the Premises to third parties for possession, occupation or use. The parties acknowledge that Sublessee intends to invite or permit third parties to be present on the Premises for the purpose of transporting materials to and from the Premises in accordance with this provision. 8. Repairs, Maintenance, and Conduct. A. The Sublessee, during the term of this Sublease, shall keep and maintain the Premises, including without limitation, the grounds and any landscaping in good condition. The Sublessee shall maintain the Premises in a clean and orderly and safe condition, and reasonably free of litter, debris, and any unsightly or dangerous condition as required by the ordinances, resolutions, statutes and health, sanitary and police regulations and standards of the City of Fort Collins, County of Lanmer, State of Colorado, or other governmental authority with jurisdiction over the Premises. The Sublessee shall make reasonable efforts to prevent or avoid the violation of the same, and to prevent or avoid disorderly noise or nuisance from originating on the Premises. B. Sublessee shall neither commit nor permit any waste upon or of the Premises and shall notify Sublessor promptly of any permanent damage to I the same. C. Sublessee may post or erect signage on the Premises, so long as the same are in compliance with the applicable requirements of law. D. Sublessee has conducted a Baseline Analysis of the pavement on the Premises, dated June 14, 2001, and entitled "Pavement Evaluation Report", a copy of which has been provided to Sublessor. Sublessee shall be obligated to conduct a similar analysis of the pavement on the Premises 4 and forward a written report of such analysis to Sublessor no more than ninety (90) days and no fewer than forty-five (45) days before the expiration of each sublease term hereunder. Upon written request from Sublessor to Sublessee no later than thirty (30) days after Sublessor's receipt of such pavement analysis, Sublessee shall, at its sole cost and expense, and within ninety (90) days after receipt of such request from Sublessor, unless otherwise agreed by the parties, repair and/or replace such pavement on the Premises as necessary to return the pavement to its condition as described in the Baseline Analysis Upon the termination or expiration of this Sublease, Sublessee shall at its sole cost and expense and within ninety (90) days of such termination or expiration repair/replace the pavement on the Premises as necessary to return the pavement to its condition as described in the Baseline Analysis. E. Sublessee agrees to remove the internal fence constructed on the Premises within sixty (60) days after the termination of this Agreement, unless Sublessor provides written notice to Sublessee prior to the date of termination of Sublessor's election to retain said internal fence, which shall in such event become the property of Sublessor as of said termination Sublessee shall conduct the removal of the internal fence, if any, at its sole cost and expense and in a manner that does not unreasonably damage the Premises. F. In the event that either Sublessor or Sublessee becomes aware of a condition, event or activity on the Premises that poses an immediate threat to public health, safety, or the environment, or which may be reasonably expected to result in personal injury or damage to property, said party shall notify and inform the other party of such condition, event or activity promptly upon such discovery. 9. Taxes, Assessments and Utility Charges The parties acknowledge and agree that Sublessee intends to submit this Sublease to the Larimer County Assessor in order to cause the real property taxes for the Property to be adjusted to reflect the tax-exempt use of the Premises for governmental purposes as provided herein. Upon such adjustment by the Larimer County Assessor, Sublessee shall have no obligation hereunder for the payment of real property taxes. In the event that the Premises, or any portion thereof, shall, for any reason, be deemed expressly subject to taxation, assessments, fees or charges lawfully made by any governmental body, Sublessee shall pay all such taxes, assessments and governmental charges when due Sublessee 5 shall be responsible for payment of any utility services placed on the Premises by Sublessee Sublessee shall b;e responsible for and shall pay for providing waste and recycling containers, placed on the Premises, of sufficient size to meet Sublessee's reasonable needs and weekly removal services. 10. Insurance. The parties acknowledge that Sublessee is a governmental entity and is self -insured in accordance with Colorado law. 11. Destruction of Premises. In the case of damage to the Premises by fire, flood, or any other such casualty, whether by act of God or nature or third parties, and if the damage renders the Premises untenantable in whole or part, then, at the Sublessee's option, this Sublease shall cease and terminate and the rent shall be apportioned to the time of damage, provided, however, that if Sublessee chooses not to terminate the Sublease, Sublessee shall repair the damage with reasonable dispatch and there shall be an abatement or apportionment of the rent until the damage has been repaired. In determining what constitutes reasonable dispatch, consideration will be given to delays caused by strikes, adjustment of insurance or other causes beyond the Sublessee's or the Sublessoe's control. 12. Encumbrances. Sublessee shall pay all costs and charges for work done by it or caused to be done by it, in or to the Premises and for all materials furnished in connection with such work. In no event shall Sublessee be entitled to cause or permit the establishment of any lien or other encumbrance on the Premises. 13. Requirements of Law. At all times during the tenn of this Sublease, Sublessee shall observe and comply promptly with all then current laws, ordinances, resolutions, orders, covenants, restrictions, rules and regulations and standards of the federal, state and local governments, and of all courts or other governmental authorities having jurisdiction over the Premises or any portion thereof, whether the same are in force at the commencement of this Sublease or are in the future passed, enacted or directed. Sublessee shall make reasonable effort to prevent the violation of any such requirements by persons present on the Premises at Sublessee's invitation during the term of this Sublease. 14. Environmental Concerns. Sublessee plans to construct and operate a household recycling facility on the Premises, and Sublessee agrees that it shall expressly prohibit the deposit of any Hazardous Material (as defined hereinafter) on the Prerises by any person, and shall make reasonable efforts to prevent the deposit of the same. Sublessee shall not create any condition on the Premises that could present a threat to human health or the environment, and shall comply with a14 applicable laws, including without limitation all laws regulating Hazardous 31 August 30, 2001 Material (as hereinafter defined). As used herein, the term "Hazardous Material" means any hazardous or toxic substance, material, or waste, that is or becomes regulated by an local governmental authority, the State of Colorado, or the United States government. The term "Hazardous Material" includes, without limitation, any material or substance that is: (i) defined as a "hazardous substance" under appropriate state law provisions; (ii) petroleum; (lii) asbestos; (iv) designated as a "hazardous substance" pursuant to Section 311 of the federal Resource Conservation and Recovery Act (42 U.S.C. Section 6903); (v) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. Section 9601); or (vi) defined as a "regulated substance" pursuant to Subchapter IX of the federal Solid Waste Disposal Act (Regulation of Underground Storage Tanks) (42 U.S.C. Section 6991) Except to the extent Hazardous Material may have been present on the Premises at the time Sublessee took possession thereof, and except to the extent the presence of Hazardous Material on the Premises is caused, directly or indirectly, by the acts or omissions of Sublessor, Lessee or Owner, or the officers, employees, agents, licensees or invitees, thereof, Sublessee shall be responsible for Hazardous Material deposited on the Premises during the term of this Sublease. The parties acknowledge that at the time of Sublessee's possession of the Premises, certain Hazardous Materials have been determined to be present on the Premises and the Property. Those Hazardous Materials are described in the reports of environmental investigations listed on Exhibit " F", attached hereto and incorporated herein by this reference (the "Environmental Reports"). The parties acknowledge that Hazardous Materials may be present on the Premises or the Property that have not been identified or fully characterized in the Environmental Reports. Owner, Lessee and Sublessor each agree that Sublessee shall not be responsible for any Hazardous Materials present on the Premises or the Property as a result of activities on property other than the Premises, except for those directly resulting from the actions of Sublessee. To the extent permitted by law, Sublessee shall indemnify, defend and hold Sublessor, Owner and Lessee (the "Indemnified Parties") harmless from any and all claims, judgments, damages, penalties, fines, costs, liabilities, or losses, including without limitation diminution in value of the Premises, damages for the loss or restriction on use of rentable space or of any amenity of the Premises, damages ansing from any adverse impact on the marketing of space and sums paid in settlement of claims, attorney's fees, consultant's fees, and expert fees reasonably incurred as a result of the presence on the Premises of Hazardous Materials for which Sublessee is responsible hereunder. This indemnification by Sublessee shall include, without limitation, 7 costs incurred in connection with any investigation of site conditions, or any cleanup, remedial, removal, or restoration work required by any federal, state, or local governmental agency or political subdivision as a result of the presence on the Premises of Hazardous Materials for which Sublessee is responsible hereunder. As a condition of the foregoing rights of any Indemnified Party against Sublessee, such Indemnified Party shall be obligated to notify Sublessee in writing upon discovery of any Hazardous Material on the Premises for which Sublessee is responsible hereunder, upon the receipt of any claim or governmental order related thereto, and in any event prior to incurring investigation, cleanup or other response costs which said Indemnified Party shall seek to recover from Sublessee pursuant to this provision, and Sublessee shall be entitled to conduct the legal defense against any such claims or other actions against said Indemnified Party, at Sublessee's option. Without limiting the foregoing, upon the discovery of the presence of Hazardous Material on the Premises for which Sublessee is responsible hereunder, Sublessee shall provide written notice to Sublessor of the same, and shall promptly take all action reasonably necessary to remove such Hazardous Material from the Premises and return the Premises to its condition prior to the introduction of such Hazardous Material to the Premises. In the event that Sublessee obtains during the course of its completion of the improvements contemplated in the foregoing Paragraph 3, or from any other source or in any other manner, information indicating that Hazardous Materials are present on the Premises from sources other than Sublessee's use of the Premises hereunder, to an extent or of a nature not previously disclosed in the Environmental Reports, and if Sublessee determines that such condition is unsatisfactory to Sublessee, Sublessee shall provide notice of such discovery to Sublessor, and shall be entitled, in its reasonable discretion, to terminate this Sublease and vacate the Premises with no further obligations to Sublessor except as expressly set forth herein 15. Representations by Sublessor. The Sublessor represents and warrants as of the date hereof that the following are true and correct, and agrees that it is has a continuing obligation during the term of the Sublease to inform Sublessee of any information tending to indicate that any of the following are no longer true: A. To the best of Sublessor's knowledge, there is presently a valid Lease between Owner and Lessee, and said Lease is in full force and effect. B. To the best of Sublessor's knowledge there have been no modifications or amendments to said Lease other than the sublease of the Property by Lessee to Sublessor, which sublease, to Sublessor's knowledge and belief, has not been modified or amended, is valid and is in full force and effect E. C. To the best of Sublessor's knowledge, each of Owner, Lessee and Sublessor has performed all obligations under the foregoing lease and sublease, and none of the same is presently in default thereof. D. There is no litigation proceeding pending (or to the Sublessor's knowledge threatened) against or relating to any part of the Property, nor does the Sublessor know of or have reasonable grounds to know of any basis for any such action. E. The Sublessor has no knowledge of any pending condemnation or eminent domain proceeding with respect to the Property or any part thereof. F. The Sublessor has not received notice of, and to the best of the Sublessor's knowledge, there are no violations of any laws, orders, regulations or requirements of any governmental authority affecting the Property or any part thereof. G. The Sublessor has the unconditional right and power to execute and deliver this Sublease Agreement and to consummate this transaction. H. The Sublessor has not received notice of default or breach by them or under any of the covenants, conditions, restrictions, rights -of -way or easements affecting the Property or any portion thereof, or leases, subleases or other grants of right to the Property or any portion thereof, no such default or breach now exists or is expected to exist during the term of the Sublease; and no event has occurred and is continuing which, with or without notice and/or the passage of time, shall constitute such a default or breach under any thereof. I. To the best of Sublessor's knowledge, other than the environmental conditions described in the Environmental Reports, there are no toxic materials, hazardous waste, or other hazardous materials located on or under the Property. In addition, to the best of Sublessor's knowledge, Sublessor and all persons known to Sublessor, have complied with all applicable governmental laws and regulations affecting use, storage, generation or disposal of hazardous materials on the Property. To the best of Sublessor's knowledge, there are no underground storage tanks located on the Property.