Loading...
HomeMy WebLinkAboutRFP - 7270 NONPROFIT LEASEADDENDUM No. 2 SPECIFICATIONS AND CONTRACT DOCUMENTS Description of BID 7270: Non-Profit Lease OPENING DATE: 3:00 PM (Our Clock) October 7, 2011 To all prospective bidders under the specifications and contract documents described above, the following changes/additions are hereby made and detailed in the following sections of this addendum: 1. A tour of facility (once vacated) will be held on Monday, October 3, 2011 at 2:00 p.m. Please call Kayla Ballard on Monday morning, October 3rd, to get the location of the facility. 2. Additional Information: Exhibit 1 – Reference Evaluation Criteria Exhibit 2 – General Property Information Exhibit 3 – Utility Bills for the Property Please contact James B. O'Neill, FNIGP, CPPO, Buyer at (970) 221-6779 with any questions regarding this addendum. RECEIPT OF THIS ADDENDUM MUST BE ACKNOWLEDGED BY A WRITTEN STATEMENT ENCLOSED WITH THE BID/QUOTE STATING THAT THIS ADDENDUM HAS BEEN RECEIVED. Financial Services Purchasing Division 215 N. Mason St. 2nd Floor PO Box 580 Fort Collins, CO 80522 970.221.6775 970.221.6707 fcgov.com/purchasing Addendum 2 - 7270 Non-Profit Lease Page 1 of 10 EXHIBIT 1 – REFERENCE EVALUATION CRITERIA REFERENCE EVALUATION (TOP RATED FIRM) The project Manager will check references using the following criteria. The evaluation rankings will be labeled Satisfactory/Unsatisfactory. QUALIFICATION STANDARD Overall Performance Would you hire this Professional again? Did they show the skills required by this project? Timetable Was the original Scope of Work completed within the specified time? Were interim deadlines met in a timely manner? Completeness Was the Professional responsive to client needs; did the Professional anticipate problems? Were problems solved quickly and effectively? Budget Was the original Scope of Work completed within the project budget? Job Knowledge a) If a study, did it meet the Scope of Work? b) If Professional administered a construction contract, was the project functional upon completion and did it operate properly? Were problems corrected quickly and effectively? Addendum 2 - 7270 Non-Profit Lease Page 2 of 10 EXHIBIT 2 – GENERAL PROPERTY INFORMATION Signification Maintenance Accomplished Drainage improvements for entire site 1998 Roof replacement 2006 Air Conditioner Upgrade 2008 Security Upgrades were performed by former tenant and information is not available. **Please note the tenant has been responsible for all maintenance for the last few years, so we do not have all the information. I talked to the Director and she didn’t think they had done more than routine maintenance in the last few years. Appliances Following is a list of appliances that will be left in the facility. This list is not very specific, but this is all the information we were given: Microwaves: 1 Amana Radarange, 1000 watts 1 LG 1 The Genius Premier Refrigerators: 1 GE Select 2 Kenmores Washing Machines: 1 Whirlpool Ultimate Care Heavy Duty super Capacity Plus 1 KitchenAid Extra Capacity 1 Roper Dryers: 1 Kenmore 1 Whirlpool 1 KitchenAid Dishwashers: 1 Whirlpool Gold 1 GE **Other than this list, there is not much information available on these appliances. Many have been donated without customer packages with appliance detail. Addendum 2 - 7270 Non-Profit Lease Page 3 of 10 EXHIBIT 3 – UTILITY BILLS FOR THE PROPERTY Attached are printouts from the City of Fort Collins Utilities for electric, water, wastewater, and storm water bills for the past 12 months at the facility and gas bills for the past 11 months from Xcel. Addendum 2 - 7270 Non-Profit Lease Page 4 of 10 Addendum 2 - 7270 Non-Profit Lease Page 5 of 10 Addendum 2 - 7270 Non-Profit Lease Page 6 of 10 Addendum 2 - 7270 Non-Profit Lease Page 7 of 10 Addendum 2 - 7270 Non-Profit Lease Page 8 of 10 Addendum 2 - 7270 Non-Profit Lease Page 9 of 10 Addendum 2 - 7270 Non-Profit Lease Page 10 of 10 Addendum 1 – 7270 Nonprofit Lease Page 1 of 1 ADDENDUM No. 1 SPECIFICATIONS AND CONTRACT DOCUMENTS Description of BID 7270: Nonprofit Lease OPENING DATE: 3:00 PM (Our Clock) October 7, 2011 To all prospective bidders under the specifications and contract documents described above, the following change is hereby made: The opening date is changed to 3:00 PM (our clock) on October 7, 2011 Please contact James B. O'Neill, FNIGP, CPPO, Buyer at (970) 221-6779 with any questions regarding this addendum. RECEIPT OF THIS ADDENDUM MUST BE ACKNOWLEDGED BY A WRITTEN STATEMENT ENCLOSED WITH THE BID/QUOTE STATING THAT THIS ADDENDUM HAS BEEN RECEIVED. Financial Services Purchasing Division 215 N. Mason St. 2nd Floor PO Box 580 Fort Collins, CO 80522 970.221.6775 970.221.6707 fcgov.com/purchasing RFP 7270 Nonprofit Lease Page 1 of 22 REQUEST FOR PROPOSAL 7270 NONPROFIT LEASE The City of Fort Collins is requesting proposals from qualified nonprofit firms to lease a 9,278 square foot property which will be available in the Fall if 2011. Written proposals, six (6) copies, will be received at the City of Fort Collins' Purchasing Division, 215 North Mason St., 2nd floor, Fort Collins, Colorado 80524. Proposals will be received before 3:00 p.m. (our clock), August 25, 2011 and referenced as Proposal No. 7270. If delivered, they are to be sent to 215 North Mason Street, 2nd Floor, Fort Collins, Colorado 80524. If mailed, the address is P.O. Box 580, Fort Collins, 80522-0580. A Pre-Proposal meeting will be held at 1:00 on August 19, 2011 at 300 Laporte Avenue, Building “B”, Training Room 2nd floor, Fort Collins. Questions concerning the scope of the project should be directed to Project Manager, Helen Matson at (970) 221-6276 or hmatson@fcgov.com. Questions concerning Community Development Block Grant eligibility should be directed to Heidi Phelps at (970) 221-6757 or hphelps@fcgov.com. Questions regarding bid submittal or process should be directed to James B. O’Neill, II, CPPO, FNIGP at (970) 221-6779 or joneill@fcgov.com. A copy of the Proposal may be obtained as follows: 1. Download the Proposal/Bid from the BuySpeed Webpage, www.fcgov.com/eprocurement The City of Fort Collins is subject to public information laws, which permit access to most records and documents. Proprietary information in your response must be clearly identified and will be protected to the extent legally permissible. Proposals may not be marked ‘Proprietary’ in their entirety. Information considered proprietary is limited to material treated as confidential in the normal conduct of business, trade secrets, discount information, and individual product or service pricing. Summary price information may not be designated as proprietary as such information may be carried forward into other public documents. All provisions of any contract resulting from this request for proposal will be public information. Sales Prohibited/Conflict of Interest: No officer, employee, or member of City Council, shall have a financial interest in the sale to the City of any real or personal property, equipment, material, supplies or services where such officer or employee exercises directly or indirectly any decision-making authority concerning such sale or any Financial Services Purchasing Division 215 N. Mason St. 2nd Floor PO Box 580 Fort Collins, CO 80522 970.221.6775 970.221.6707 fcgov.com/purchasing RFP 7270 Nonprofit Lease Page 2 of 22 supervisory authority over the services to be rendered. This rule also applies to subcontracts with the City. Soliciting or accepting any gift, gratuity favor, entertainment, kickback or any items of monetary value from any person who has or is seeking to do business with the City of Fort Collins is prohibited. Collusive or sham proposals: Any proposal deemed to be collusive or a sham proposal will be rejected and reported to authorities as such. Your authorized signature of this proposal assures that such proposal is genuine and is not a collusive or sham proposal. The City of Fort Collins reserves the right to reject any and all proposals and to waive any irregularities or informalities. Sincerely, James B. O'Neill II, CPPO, FNIGP Director of Purchasing & Risk Management RFP 7270 Nonprofit Lease Page 3 of 22 Request for Proposals 7270 Nonprofit Lease Background: The City of Fort Collins is the owner of a property located in Fort Collins, Colorado. The building contains 9,278 square feet and has been used as a shelter for victims of domestic violence. The location of this property is confidential; however, tours of the facility may be arranged by calling Kayla Ballard, City of Fort Collins Real Estate Services Office at 970-416-2276. The City is seeking a non-profit tenant who would be interested in leasing this property. The property will be available in the fall of 2011. A Pre-Proposal meeting will be held at 1:00 p.m., August 19, 2011 at 300 Laporte Avenue, Building “B”, second floor Training Room. Tenants must meet the following requirements: Proposal Submission Requirements: 1. Agency must submit documentation showing an established history of local community service. 2. Agency must submit the most recent agency audit or equivalent financial records (2011 or more recent). 3. Agency must provide documentation that the agency is in good financial standing, with the financial capacity to handle all maintenance costs for the facility. 4. Agency must provide state licensing number (if applicable). 5. Agency must have current state licensure (if applicable) in good standing. 6. Must have staffing and financial capacity for operations at the facility. 7. Must have current 501(3)c status us a Colorado non-profit corporation (show documentation). 8. Must meet a Community Development Block Grant (CDBG) National Objective by serving a majority (51% or more) of low-moderate income clients below 80% of Area Median Income {AMI} (provide documentation). 9. Service must be a CDBG-eligible activity. Zoning: The City-owned property is located within the NCM (Neighborhood Conservation Medium Density) zoning district. The proposed use must be a permitted use in NCM, or the same use (shelter for victims of domestic violence), or the successful proposer must apply for a change of use through the City’s Development Review Center. A Development Review & Approval Process for New Tenant matrix s attached showing various applications and timelines. RFP 7270 Nonprofit Lease Page 4 of 22 RFP 7270 Nonprofit Lease Page 5 of 22 REVIEW AND ASSESSMENT Tenant’s will be evaluated on the following criteria. These criteria will be the basis for review of the written proposals and any interview session. The rating scale shall be from 1 to 6, with 1 being a poor rating, 3 being an average rating, and 6 being an outstanding rating. WEIGHTING FACTOR QUALIFICATION STANDARD 5.0 Proposed Use Does the proposal show an understanding of the project objective, meet the CDBG and Zoning requirements, and result in a positive use of the property? 5.0 Personnel Qualifications Do the persons who will be working on the project have the necessary skills? Are sufficient people of the requisite skills assigned to the proposed use of the property? 2.0 Availability When can the Tenant begin to use the property? 2.0 What is the yearly lease rate? Is this within acceptable guidelines for non-profit use of the facility? 6.0 Tenant Capability How has the Tenant been meeting its mission? Does the Tenant have the support capabilities the assigned personnel required to continue to be viable? What is the reputation of the Tenant in the community? REFERENCE EVALUATION (TOP RATED FIRM) The project Manager will check references using the following criteria. The evaluation rankings will be labeled Satisfactory/Unsatisfactory. RFP 7270 Nonprofit Lease Page 6 of 22 LEASE AGREEMENT THIS LEASE AGREEMENT, made and entered into this ____ day of ______________, 2011, by and between THE CITY OF FORT COLLINS, COLORADO, a Colorado municipal corporation hereinafter referred to as "the Lessor," and , a Colorado nonprofit corporation, hereinafter referred to as "the Lessee". WITNESSETH: WHEREAS, the Lessor is the owner of that certain parcel of real estate, together with the improvements located thereon, situated in the County of Larimer, State of Colorado, , Fort Collins, Colorado, containing a total of 9,278 leasable square feet (the “Leased Premises”); and, WHEREAS, the Tenant desires to lease the Premises for the purpose of and other associated uses; and WHEREAS, the use by Tenant of the Premises for its and other associated uses would further an important public purpose of the City of Fort Collins. WHEREAS, the Lessor desires to lease to the Lessee 9,278 square feet of the Premises, to use for , and other related incidental purposes. WHEREAS, on , 2011, City Council approved ,Ordinance No. ___, 2011, which authorized the leasing of the Leased Premises for up to five years. NOW, THEREFORE, in consideration of the mutual covenants, promises and agreements herein contained and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto do hereby covenant, promise and agree to and with each other as follows: ARTICLE I Lease of the Leased Premises 1.1 The Lessor does hereby lease, demise and let unto the Lessee, and the Lessee does hereby hire and take from the Lessor the Leased Premises. ARTICLE II Term 2.1 The term of this Lease is for a period of three (3) years commencing on ____________, 2011 and terminating at midnight on , 2012. Thereafter, at the RFP 7270 Nonprofit Lease Page 7 of 22 Lessor’s sole discretion upon request of the Lessee, the Lease may be renewed for up to two additional one-year terms. Either party has the option to terminate the Lease at any time by giving the other party notice, in writing, at least twelve (12) months prior to the date of termination. 2.2 This Lease will not be recorded; but, at the request of the Lessee, the Lessor and the Lessee will execute a Memorandum of Lease for recording, containing the names of the parties, the legal description of the Leased Premises, the term of the Lease and such other information as the parties shall mutually agree upon. ARTICLE III Rent 3.1 As per Ordinance No. , 2011, Lessee shall pay to the City, in advance, the sum of Five Dollars ($5.00) per year as and for rent for the above Premises, such payment to be made at City’s Real Estate Services Office, 300 Laporte Avenue, Building B, Fort Collins, Colorado, or at such other place as the Lessor may from time to time designate. ARTICLE IV Use of Leased Premises 4.1. The Lessee may use the Leased Premises for and other related incidental purposes. The Lessor makes no representations that is permitted within the zoning classification to which the Leased Premises are subject. The Lessee must not use the Leased Premises in such a manner as to violate any applicable law, rule, ordinance, or regulation of any governmental body. The Lessee may, upon obtaining the Lessor’s prior written consent, use the Leased Premises for any other lawful purpose. ARTICLE V Parking 5.1 This Lease does include the right to use on-street parking and parking in the rear of the Leased Premises. . ARTICLE VI Condition of Premises, Maintenance and Repair 6.1. Lessee accepts the Premises in its present condition “as is". Lessee acknowledges that the Leased Premises, in its present condition, comply fully with the Lessor’s covenants and obligations hereunder. Lessee stipulates that the Leased RFP 7270 Nonprofit Lease Page 8 of 22 Premises have been examined, including the grounds, buildings and all improvements, and that they are, at the time of this lease, in good order and repair, safe, clean and in tenantable condition. 6,2 The Lessee must, during the term of this Lease and at its sole expense, keep the Leased Premises in a clean and orderly and safe condition, free of litter, debris, and any unsightly or dangerous condition as required by ordinances, resolutions, statutes and health, sanitary and police regulations 6.3 The Lessee, during the term of the Lease, will keep and maintain the Leased Premises, including without limitation, the exterior walls, foundation and roof of the Leased Premises, plumbing, electrical and the heating and air conditioning system located on the Leased Premises. The Lessee shall also, at its sole cost, replace any and all plate, window and other glass (structural or otherwise) in, on or about the Leased Premises, which may be broken or destroyed, with glass of the same or similar quality. 6.4 All repairs or replacements to the Leased Premises required of the Lessee must be made promptly and when necessary. All replacements must be of a quality and class at least equal to the original work. 6.5 The Lessee must neither permit nor suffer any disorderly noise or nuisance whatsoever about the Leased Premises having any tendency to annoy or disturb any persons occupying adjacent premises. The Lessee will neither hold nor attempt to hold the Lessor liable for any injury or damage, either approximate or remote, occasioned through or caused by defective electrical wiring or the breaking or stoppage of plumbing or sewage upon the Leased Premises, whether said breakage or stoppage results from freezing or otherwise. The Lessee must not permit or suffer the Leased Premises or the walls thereof to be endangered by overloadings nor permit the Leased Premises to be used for any purpose which would render the insurance thereon void or insurance risks more hazardous without the prior written consent of the Lessor, which consent may be conditioned upon the Lessee obtaining additional specific insurance coverage for such more hazardous risks. 6.6 The Lessee is responsible for keeping any adjoining public premises such as sidewalks, streets or alleys in a neat and clean condition. The Lessee is also responsible for the removal of snow and ice from the public premises adjoining the Leased Premises. ARTICLE VII Alterations and Improvements 7.1 All alterations, additions, improvements or changes to the Leased Premises by the Lessee are subject to the written approval of the Lessor and must be done in a good and workmanlike manner without impairing the structural soundness of RFP 7270 Nonprofit Lease Page 9 of 22 the building and in compliance with the building and zoning laws and all other laws, ordinances, orders, rules, regulations and requirements of all federal state or municipal governments and the appropriate departments, commissions, boards and officers thereof. The Lessee must procure certificates of occupancy, if required by law. Furthermore, Lessee must not begin any alterations, additions or improvements until any contractor or subcontractor engaged for such purpose delivers to the Lessee (with a copy to the Lessor) a certificate showing that proper workmen's compensation insurance is in full force and effect, covering any persons performing such work, and that the same may not be canceled without at least ten (10) days prior written notice to the Lessor. Furthermore, Lessee must not begin any alterations, additions or improvements until the Lessee has procured and paid for all required municipal and other governmental permits and authorizations of the various municipal departments and governmental subdivisions having jurisdiction over the matter. 7.2 Lessee must not begin any changes or alterations unless there is conspicuously placed on the Leased Premises the following notice: NOTICE Notice is hereby given pursuant to section 38-22-105(2), C.R.S., that the owners of the within premises have not ordered any construction or reconstruction of the improvements on these premises; and the owners' interest in the premises shall not be subject to any lien on account of any construction, alteration, removal, addition, repair or other improvements of the premises. 7.3 At the end of the term of this Lease, all fixtures, equipment, additions and alterations, except trade fixtures installed by the Lessee, shall be and remain the property of the Lessor. However, the Lessor may require the Lessee to remove any or all such fixtures, equipment, additions and alterations and restore the Leased Premises to the condition that existed immediately prior to such change and installation, normal wear and tear excepted, all at the Lessee's cost and expense. All such work must be done in a good and workmanlike manner and must consist of new materials unless otherwise agreed to by the Lessor. ARTICLE VIII Covenant of Title and Quiet Enjoyment 8.1 The Lessor covenants that it is well seized of and has good title to lease the Leased Premises, and does warrant and will defend the title thereto. ARTICLE IX Taxes, Real and Personal 9.1 Upon commencement of the term of this Lease Agreement, the Lessor is RFP 7270 Nonprofit Lease Page 10 of 22 responsible for payment of the real property taxes and assessments, if any, that may be imposed upon the Leased Premises. 9.2 The Lessee must pay all sales and use taxes that may be imposed as the result of the business conducted on the Leased Premises and all personal property taxes assessed against personal property situated thereon during the term of this Lease. 9.3 If Lessee fails to pay any such taxes, the Lessor may pay the same (but is under no obligation to do so), and the amount so paid will be due to Lessor from Lessee at the time of the next monthly rental payment. The Lessor, by paying any such amount, does not waive any of its rights hereunder regarding such default. 9.4 The Lessee is not required to pay any tax, assessment, tax lien or other imposition or charge upon or against the Leased Premises or any part thereof or the improvements at any time situated thereon so long as the Lessee, in good faith and with due diligence, contests the same or the validity thereof by appropriate legal proceedings that have the effect of preventing the collection of the tax, assessment, tax lien or other imposition or charge so contested. However, pending any such legal proceedings, the Lessee must give the Lessor such reasonable security as may be demanded by the Lessor to insure payment of the amount of the tax, assessment, tax lien or other imposition or charge and all interest and penalties thereon. ARTICLE X Insurance 10.1 The Lessee, at its sole cost and expense, must procure, pay for and keep in full force and effect a policy of commercial general liability insurance covering the Leased Premises and the improvements thereon, insuring the Lessee in an amount not less than One Million Dollars ($1,000,000) covering bodily injury, including death to persons, personal injury and property damage liability arising out of a single occurrence. Such coverage must include, without limitation, legal liability of the insureds for property damage, bodily injuries and deaths of persons in connection with the operation, maintenance or use of the Leased Premises (including acts or omissions of the Lessee). 10.2 The Lessee, at its sole cost and expense, must, during the term of this Lease, procure, pay for and keep in full force and effect a policy of property insurance covering all leasehold improvements to the Leased Premises and all of the Lessee’s equipment, trade fixtures, appliances, furniture, furnishings and personal property from time to time in, on or upon the Leased Premises. This insurance must be in an amount not less than the full replacement cost without deducting for depreciation. Such insurance must afford protection against at least the following: (i) loss or damage from fire and perils normally covered by the standard extended coverage endorsement; and (ii) such risk as is customarily RFP 7270 Nonprofit Lease Page 11 of 22 covered with respect to property similar in construction, location and use, including all perils normally covered by the standard “all risk” endorsement when such is available. 10.3 If the Lessee employs any person in connection with the operation and use of the Leased Premises as contemplated under this Lease Agreement, the Lessee must, at its own sole cost and expense, during the term of this Lease, procure, pay and keep in full force and effect workers’ compensation insurance, in an amount not less than state statutory requirements for each occurrence, for all of its employees to be engaged in work on the Premises under this Lease Agreement. 10.4 All policies of insurance carried by the Lessee must name the Lessee as insured and name the Lessor as an additional insured. The policy or policies must contain a provision that the policy or policies cannot be canceled or materially altered either by the insureds or the insurance company until thirty (30) days prior written notice thereof is given to the Lessee and the Lessor. Upon issuance or renewal of any such insurance policy, the Lessee must provide the Lessor with a certificate of insurance showing evidence of coverage that names the City of Fort Collins as additional insured. Any such policies must contain waivers of subrogation and waivers of any defense based on invalidity arising from any act or neglect of any assignees or sub lessees of the Lessee. Any insurance policy purchased by the Lessee must be written by an insurance carrier which has a current rating by Best's Insurance Reports of "A" (excellent) or better and a financial rating of "X" or better or such equivalent classification as may hereinafter be required customarily for properties similarly situated and approved by the Lessor and the insurance carrier must be authorized by law to do business in the State of Colorado. Notwithstanding anything to the contrary contained herein, the Lessee's obligation to carry insurance as provided herein may be brought within the coverage of a “blanket” policy or policies of insurance carried and maintained by the Lessee, so long as such policy or policies segregate the amount of coverage applicable to the Leased Premises. If the Lessee fails to procure, maintain and/or pay for at the times and for the duration specified herein any insurance required by this Lease, or fails to carry insurance required by law or governmental regulation, the Lessor may (but without obligation to do so) at any time or from time to time and without notice, procure such insurance and pay the premiums therefore. In such event, the Lessee must repay the Lessor all sums so paid by the Lessor, together with interest thereon and any costs or expenses incurred by the Lessor in connection therewith, within ten (10) days following the Lessor’s written demand to the Lessee for such payment. ARTICLE XI Utilities RFP 7270 Nonprofit Lease Page 12 of 22 11.1 The Lessee must pay all charges for gas, electricity, water, sewer, light and power, janitorial services, telephone and other communication services used, and trash services rendered or supplied upon or in the Leased Premises. The Lessee agrees to indemnify the Lessor against any and all liability or damages on such account. ARTICLE XII Signs 12.1 The Lessee must not affix, erect or maintain on the Leased Premises any sign or advertisement without first obtaining the Lessor’s approval. The Lessee is responsible for all costs of erection and maintenance of such sign or advertisement. Any such sign or advertisement must comply with all applicable laws and regulations. ARTICLE XIII Subletting and Assignment 13.1 The Lessee must not assign this Lease, any interest or any part thereof, any right or privilege appurtenant thereto, nor mortgage or hypothecate the leasehold without the prior written consent of the Lessor, which consent will not be unreasonably withheld. Lessor’s consent to one assignment or hypothecation is not a consent to any subsequent assignment or hypothecation; and, unless Lessee has obtained Lessor’s written consent, any assignment or transfer or attempted assignment or transfer of this lease or any interest therein or hypothecation either by the voluntary or involuntary act of the Lessee or by operation of law or otherwise, may, at the option of the Lessor, terminate this Lease; and any such purported assignment or transfer without such consent will be null and void. The Lessor’s consent to any such assignment does not relieve the Lessee from any obligation under this Lease unless the Lessor expressly agrees in writing to relieve the Lessee from such obligation. 13.2 If Lessee assigns this Lease or if the Leased Premises or any part thereof is sublet or occupied by anyone other than the Lessee, the Lessor may collect rent from the assignee, subtenant or occupant and employ the net amount collected to the rent herein reserved. No such collection will release the Lessee from the complete performance of Lessee’s obligations under this Lease. ARTICLE XIV Mechanic's Liens 14.1 The Lessee agrees to pay or cause to be paid promptly all bills and charges for material, labor or otherwise in connection with or arising out of any alterations, additions or changes made by the Lessee or its agents or subtenants to the Leased Premises; and the Lessee agrees to hold the Lessor free and harmless against all liens and claims of liens for such labor and materials, or either of them, filed against RFP 7270 Nonprofit Lease Page 13 of 22 the Leased Premises or any part thereof and from and against any expense and liability in connection therewith. The Lessee further agrees to discharge (either by payment or by filing the necessary bond or otherwise) any mechanic's, materialman's or other liens against the Leased Premises arising out of any payment due or alleged to be due for any work, labor, services, materials or supplies claimed to have been furnished at the Lessee's request in, on or about the Leased Premises and to indemnify the Lessor against any lien or claim of lien attached to or upon the Leased Premises or any part thereof by reason of any act or omission on the Lessee's part. The Lessee has, however, the right to contest any mechanic's liens or claims filed against the Leased Premises, provided the Lessee diligently prosecutes any such contest and at all times effectively stays or prevents any sale of the Leased Premises under execution or otherwise, and pays or otherwise satisfies any final judgment adjudging or enforcing such contested lien and thereafter procures record satisfaction or release thereof. The Lessee also agrees to defend any such contest on behalf of Lessor, at the Lessee's cost and expense. ARTICLE XV Condemnation 15.1 If, as a result of any exercise of the power of eminent domain (hereinafter referred to as “proceedings”), any of the following happen: (a) the title to the whole or substantially all of the Leased Premises is taken; (b) the Leased Premises are deprived of adequate ingress or egress to or from all public streets and highways abutting the Leased Premises; or (c) all or substantially all of the parking area outside of the Leased Premises is taken; and the Lessee cannot reasonably operate in the remainder of the Leased Premises the business being conducted on the Leased Premises at the time of such taking, then this Lease will terminate as of the date of such taking pursuant to such proceedings. For the purpose of construing the provisions of this Article, "proceedings" shall include any negotiated settlement of any matter involving a condemnation, and a "taking" shall be deemed to occur when title to the Leased Premises or possession thereof is acquired by a governmental authority, whichever first occurs. 15.2 If, during the term of this Lease, title to less than the whole or title to less than substantially all of the Leased Premises is taken in any such proceedings and the Lessee can reasonably operate in the remainder of the Leased Premises the business being conducted on the Leased Premises at the time of such taking, this Lease will not terminate. 15.3 All damages awarded for any taking described in this Article are the RFP 7270 Nonprofit Lease Page 14 of 22 property of the Lessor, except to the extent that any amount thereof is specifically attributable to the Lessee's trade fixtures and to the extent that the Lessor is permitted by law to recover any damages it may sustain as the result of such taking. ARTICLE XVI Total or Partial Destruction 16.1 If, during the term of this Lease, the Leased Premises or any part thereof is destroyed or so damaged by fire or other casualty as to become untenantable, then, at Lessor’s option, the term hereby created will cease; this Lease will become null and void from the date of such damage or destruction; and the Lessee must immediately surrender the Leased Premises and its interest therein to the Lessor. The Lessee must pay rent within said term only to the time of such surrender, provided, however, that the Lessor exercises such option to so terminate this Lease by notice in writing delivered to the Lessee within thirty (30) days after such damage or destruction. If the Lessor does not elect to terminate this Lease, this Lease will continue in full force and effect, and the Lessor will repair the Leased Premises with all reasonable speed, placing the same in as good a condition as it was at the time of the damage or destruction and for that purpose may enter upon the Leased Premises; and rent will abate in proportion to the extent and duration of the untenantability. In either event, the Lessee must remove all rubbish, debris, merchandise, furniture, furnishings, equipment and other items of its personal property within five (5) days after request by the Lessor. If the Leased Premises are only slightly injured by fire or the elements so as to not render the same untenable and unfit for occupancy, then the Lessor will repair the same with all reasonable speed. In that case, rent will not abate. Lessee is not entitled to any compensation from or claim against the Lessor for any inconvenience or annoyance arising from the necessity of repairing any portion of the Leased Premises, however the necessity may occur. ARTICLE XVII Holding Over 17.1 Any holding over after the expiration of the term of this Lease Agreement, with the consent of the Lessor, will be construed as a tenancy from month to month on the same terms and conditions herein specified and at the same rental provided for herein. ARTICLE XVIII Default of Lessee 18.1 If any one or more of the following events (herein referred to as "an event of default") happens: RFP 7270 Nonprofit Lease Page 15 of 22 (a) The Lessee defaults in the due and punctual payment for the rent or any other amounts required to be paid hereunder and such default continues for three (3) days after the receipt of written notice from the Lessor; (b) The Lessee neglects or fails to perform or observe any of Lessee’s other obligations hereunder, and the Lessee fail to remedy the same within fifteen (15) days after the Lessee receives written notice from the Lessor specifying such neglect or failure (or Lessee fails to begin such cure within said fifteen (15) days and proceed with due diligence to complete said cure when the default is of such nature that it cannot be cured within said fifteen (15) day period); or (c) The Lessee (i) is adjudicated bankrupt or insolvent, (ii) files a petition in bankruptcy for reorganization or for the adoption of an arrangement under the Bankruptcy Act (as now or in the future amended) or (iii) makes an assignment of its property for the benefit of its creditors. Then, and in any one or more such events, the Lessor has the right, at its election and while such event of default continues to give the Lessee written notice of its intention to terminate this Lease on the date of such given notice or any later date specified therein; and on such specified date, the Lessee’s right to possession of the Leased Premises will cease; and this Lease will be terminated. 18.2 If the Lessor must commence any action or proceeding to enforce any obligation of the Lessee under this Lease, the Lessor is entitled to a reimbursement of all costs and expenses incurred in said matter, including reasonable attorney’s fees. 18.3 The Lessor reserves the right to make any payments or perform any action required hereunder by the Lessee (but is not required to do so); and all amounts expended by the Lessor, together with interest at the rate of eighteen percent (18%) per annum, must be paid by the Lessee within 30 days following notification of such expenditures. ARTICLE XIX Interest and Late Charges 19.1 Any amount due to the Lessor from the Lessee under this Lease Agreement not paid when due will bear interest at the rate of ten percent (10%) per annum from the due date until paid. Payments of such interest will not excuse or cure any default by the Lessee under this Lease Agreement. In addition, if the Lessee fails to pay any payment when due and such failure continue for a period of ten (10) days following the due date, the Lessee must pay to the Lessor a monthly collection service RFP 7270 Nonprofit Lease Page 16 of 22 charge of five percent (5%) of the late payment amount, which is due and payable immediately. ARTICLE XX Attorneys' Fees 20.1 The Lessee will pay and indemnify the Lessor against all legal costs and charges, including legal costs and attorneys' fees, lawfully and reasonably incurred in obtaining possession of the Leased Premises after default of the Lessee, or incurred after the Lessee surrenders possession upon the expiration or sooner termination of this Lease, or incurred in enforcing any covenant of the Lessee herein contained or any right granted to the Lessor. ARTICLE XXI Lessee to Save Lessor Harmless 21.1 The Lessee will indemnify, release, and hold the Lessor harmless from all claims, demands, judgments, costs, and expenses, including attorneys' fees, arising out of any accident or occurrence causing injury to any person or property whomsoever or whatsoever due directly or indirectly to the condition of the Leased Premises and the Common Areas, or the use or neglect of the Leased Premises or Common Areas or any other part of the Lessor’s property by the Lessee, its agents, employees and business invitees or any person or persons (and their agents, employees, and business invitees) holding under the Lessee, unless such accident or occurrence results from any tortious misconduct or negligent act or omission on the part of the Lessor, its agents and employees. 21.2 The Lessee will further indemnify, release and hold harmless the Lessor from any damages and all penalties arising out of any failure of the Lessee, in any respect, to comply with all of the requirements and provisions of this Lease Agreement. The Lessee covenants that the Lessee will keep and save the Lessor and the Lessor’s interest in and to the Leased Premises forever harmless from any penalty, damage or charge imposed by any violation of any laws, whether occasioned by an act of neglect of the Lessee, or by another or others in the Leased Premises holding under or through the Lessee. ARTICLE XXII Hazardous Material 22.1 As used herein, the term "Hazardous Material" means any hazardous or toxic substance, material or waste which is or becomes regulated by any 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) RFP 7270 Nonprofit Lease Page 17 of 22 petroleum; (iii) asbestos; (iv) designated as "hazardous substance" pursuant to section 311 of the Federal Water Pollution Control Act (33 U.S.C. section 1321); (v) defined as "hazardous waste" pursuant to section 1004 of the Federal Resource Conservation and Recovery Act (42 U.S.C. Section 6903); (vi) 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 (vii) defined as a "regulated substance" pursuant to Subchapter IX, Solid Waste Disposal Act (Regulation of Underground Storage Tanks) (42 U.S.C. Section 6991. 22.2 The Lessee must not cause or permit any Hazardous Material to be brought upon, kept or used in or about the Leased Premises by the Lessee, its agents, employees, contractors or invitees, without the prior written consent of the Lessor (which Lessor will not unreasonably withhold as long as the Lessee demonstrates to the Lessor’s reasonable satisfaction that such hazardous material is necessary or useful to the Lessee's business and will be used, kept and stored in a manner which complies with all laws regulating any such Hazardous Material). If the Lessee breaches the obligation stated in the preceding sentence, or if the presence of Hazardous Material on the Leased Premises caused or permitted by the Lessee results in contamination of the Leased Premises or if contamination of the Leased Premises by Hazardous Material otherwise occurs for which the Lessee is legally liable to the Lessor for damage resulting therefrom, then the Lessee will release, indemnify, defend and hold the Lessor harmless from any and all claims, judgments, damages, penalties, fines, costs, liabilities or losses (including, without limitation, diminution value of the Leased Premises, damages for the loss or restriction on use of rentable or usable space or of any amenity of the Leased Premises, damages, arising from adverse impact or marketing of space, and sums paid in settlement of claims, attorneys' fees, consultant fees and expert fees) which arise during or after the Lease term as a result of such contamination. This indemnification of the Lessor by the Lessee includes, without limitation, costs incurred in connection with any investigation of site conditions or any clean up, remedial, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Hazardous Material present in the soil or groundwater on or under the Leased Premises. Without limiting the foregoing, if the presence of any Hazardous Material on the Leased Premises caused or permitted by the Lessee results in any contamination of the Leased Premises, the Lessee must promptly take all actions at its sole expense as are necessary to return the Leased Premises to the condition existing prior to the introduction of any such Hazardous Material to the Leased Premises; provided that the Lessee first obtains Lessor’s approval of such action, which approval will not be unreasonably withheld so long as such action would not potentially have any material adverse affect on the Leased Premises. ARTICLE XXIII Notices 23.1 Any notice or other communication given by either party hereto to the other relating to this Lease Agreement must be hand delivered, sent by overnight RFP 7270 Nonprofit Lease Page 18 of 22 commercial courier, or sent by registered or certified mail, return receipt requested, addressed to such other party at their respective addresses set forth below; and such notice or other communication shall be deemed given when so hand delivered or mailed: If to the Lessor, to: City of Fort Collins Real Estate Services P.O. Box 580 Fort Collins, CO 80521 If to the Lessee, to: Attn: Fort Collins, CO 8052__ Where permitted by law, Lessor may also deliver notice to Lessee by posting in a conspicuous place on the Leased Premises. RFP 7270 Nonprofit Lease Page 19 of 22 ARTICLE XXIV Subordination 24.1 Lessor reserves the right to subject and subordinate this Lease at all times to the lien of any mortgages or deeds of trust hereafter placed upon the Lessor’s interest. The Lessee agrees to promptly execute and deliver, upon the Lessor’s request, such instruments subordinating this Lease to the lien of any such mortgages or deeds of trust as are reasonably necessary in connection therewith, provided that the Lessor delivers to the Lessee at the same time an agreement by the holder of any such mortgage (or deed of trust) agreeing not to disturb or interfere with the rights of the Lessee hereunder in the event of any foreclosure so long as the Lessee complies with all of the provisions hereof. ARTICLE XXV Compliance with Laws 25.1 The Lessee must comply with all Federal, State and local laws, including the requirements of the Americans with Disabilities Act (ADA). The Lessor does not represent that the Leased Premises meet the requirements of the ADA for the purposes of Lessee's intended use of the Leased Premises. Lessee will indemnify and defend the Lessor against any claims brought under the ADA regarding the Leased Premises. ARTICLE XXVI Time of the Essence 26.1 Time is of the essence of this Agreement and each and every provision hereof. ARTICLE XXVII Lessor’s Right of Entry 27.1 Lessor reserves the right at all reasonable times and with reasonable notice of not less than twenty four (24) hours, and at all times during emergencies, for Lessor or Lessor’s agents to enter the Leased Premises for the purpose of inspecting and examining the same, or to show the same to prospective purchasers or tenants. During the ninety days prior to the expiration of the term of this Lease or any renewal term, Lessor may exhibit the Leased Premises with prior notice and so as not to interfere with regular use of the space, to prospective tenants or purchasers and place upon the Leased Premises, the usual notice advertising the Leased Premises for sale or lease, as the case may be, which notices Lessee shall permit to remain thereon without molestation. 27.2 In the event of an emergency, in order to protect or minimize the risk of RFP 7270 Nonprofit Lease Page 20 of 22 harm to life or property if Lessee shall not be personally present to open and permit an entry into the Leased Premises, or at any time when for any reason an entry therein shall be necessary or permissible, Lessor or Lessor’s agents may enter the same by a master key or may forcibly enter the same, without rendering Lessor or such agents liable therefore, and without in any manner affecting the obligations and covenants of this Lease, and take such actions, including emergency repairs, as Lessor may deem necessary to protect Lessor’s property. Nothing herein contained, however, shall be deemed or construed to impose upon Lessor any obligation, responsibility, or liability whatsoever for the care, maintenance or repair of the building or any part thereof, except as otherwise herein specifically provided. ARTICLE XXVIII Miscellaneous 28.1 Words of the masculine gender include the feminine and neuter genders; and when the sentence so indicates, words of the neuter gender refer to any gender. Words in the singular include the plural and vice versa. 28.2 This Agreement shall be construed according to its fair meaning and as if prepared by both parties hereto and is deemed to be and contain the entire understanding and agreement between the parties hereto. There should not be deemed to be any other terms, conditions, promises, understandings, statements or representations, express or implied, concerning this Lease Agreement unless set forth in writing and signed by both parties hereto. 28.3 The section headings used herein are for convenience of reference only and in no way define, limit or prescribe the scope or intent of any provision under this Lease Agreement. 28.4 Subject to the provisions hereof, the benefits of this Lease Agreement and the burdens hereunder inure to and are binding upon the parties hereto and their respective heirs, administrators, successors and permitted assigns. 28.5 No waivers by the Lessor of any one or more of the terms, covenants, conditions and agreements of this Lease Agreement shall be deemed, to imply or constitute a waiver of any succeeding or other breach hereunder; and the failure of the Lessor to insist upon strict performance of the terms, conditions, covenants and agreements herein contained or any of them do not constitute and should not be considered as a waiver or relinquishment of the Lessor’s rights thereafter to enforce any such default or term, condition, covenant or agreement; and the same will continue in full force and effect. 28.6 The remedies of the Lessor under this Lease are cumulative, and no one of them shall be construed as exclusive of any other or of any other remedy provided by law. This lease is governed by and its terms construed under the laws of the state of Colorado. RFP 7270 Nonprofit Lease Page 21 of 22 28.7 The Lessor reserves the right to grant such utility easements and other easements as it desires over, across and under portions of the parking area and Common Areas so long as such easements do not unreasonably interfere with the Lessee's continuing use of the Leased Premises. 28.8 At any time, and from time to time, the Lessee agrees, upon request in writing from the Lessor, to execute, acknowledge and deliver to the Lessor a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications) and the date to which the rent and other charges have been paid. 28.9 No act or thing done by the Lessor or the Lessor’s agents or employees during the term hereof will be considered as an acceptance of the surrender of the Leased Premises, and no agreement to accept such surrender will be valid unless in writing signed by the Lessor. No employee of the Lessor or the Lessor’s agent has any power to accept the keys to the Leased Premises prior to the termination of this Lease. The delivery of keys to an employee of the Lessor or to the Lessor’s agent will not operate as a termination of this Lease or a surrender of the Leased Premises. 28.10 It is mutually understood and agreed that the Lessor and its agents and employees have free access to the Leased Premises during all reasonable business hours for the purpose of examining the same to ascertain if they are being kept in good repair by the Lessee or to show the Leased Premises to any prospective purchasers or Lessees so long as such inspection does not interfere with the Lessee's business thereon. 28.11 The Lessee, upon the expiration or termination of this Lease, either by lapse of term or otherwise, agrees to peaceably surrender to the Lessor the Leased Premises, including the alterations, additions, improvements, changes and fixtures other than the Lessee's movable trade fixtures, equipment and furniture, in broom-clean condition and in good repair, as hereinabove provided, and except for acts of God and ordinary wear, and damage by fire or other casualty not caused by the negligence of the Lessee or anyone under the Lessee's control. 28.12 The Lessee acknowledges and agrees that the Lessee has not relied upon any statements, representations, agreements or warranties except such as are expressed herein. 28.13 Nothing contained herein shall be deemed or construed by the parties hereto nor by any third party as creating the relationship of principal and agent or a partnership or a joint venture between the parties hereto, it being agreed that none of the provisions set forth herein nor any acts of the parties herein shall be deemed to create a relationship between the parties hereto other than the relationship of Lessor and Lessee. RFP 7270 Nonprofit Lease Page 22 of 22 28.14 By executing this Lease, the Lessee is deemed to have accepted the Leased Premises in their present condition “as is". The Lessee acknowledges that the Leased Premises, in their present condition, comply fully with the Lessor’s covenants and obligations hereunder. 28.15 The parties hereto acknowledge that certain items of personal property may be located within the Leased Premises. The Lessor makes no representations or warranties regarding their ownership of any such items of personal property or the condition thereof. The parties hereto acknowledge that said items of personal property may belong to third parties. The Lessee agrees to release, indemnify and hold the Lessor harmless against any liability for any improper use or disposition by the Lessee of any items of personal property belonging to third parties. IN WITNESS WHEREOF, the parties hereto have caused this Lease Agreement to be executed the day and year first above written. THE LESSOR: THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation By: City Manager ATTEST: ____________________________ City Clerk APPROVED AS TO FORM: ____________________________ Assistant City Attorney THE LESSEE: By: __________________________________ Title: ATTEST: ________________________ Title: