HomeMy WebLinkAbout2018-16 Lease Agreement with Vail and Mountain Grocery LLCRESOLUTION NO. 16
SERIES OF 2018
A RESOLUTION APPROVING A LEASE AGREEMENT BETWEEN THE TOWN OF
VAIL AND MOUNTAIN GROCERY, LLC; AND SETTING FORTH DETAILS IN
REGARD THERETO
WHEREAS, the Town of Vail (the "Town"), in the County of Eagle and State of
Colorado is a home rule municipal corporation duly organized and existing under the laws
of the State of Colorado and the Town Charter (the "Charter");
WHEREAS, the members of the Town Council of the Town (the "Council") have
been duly elected and qualified;
WHEREAS, the Town is the owner of certain real property described as Unit 129,
Lionshead Transit Welcome Center (the "Premises"); and
WHEREAS, the Town wishes to lease the Premises to Vail Mountain Grocery, LLC.,
pursuant to the terms set forth in the lease, attached hereto as Exhibit A (the "Lease");
NOW, THEREFORE, be it resolved by the Town Council of the Town of Vail,
Colorado:
Section 1. The Council hereby approves the Lease and authorizes the Town
Manager to execute the Lease on behalf of the Town in substantially the same form
as attached hereto as Exhibit A and in a form approved by the Town Attorney.
Section 2. This Resolution shall take effect immediately upon its passage.
INTRODUCED, READ, APPROVED AND ADOPTED this 15th day of May, 2018.
ATTEST:
Resolution No. 16, Series of 2018
LEASE
This LEASE (the "Lease") is made and entered into this day of
, 2018 (the "Effective Date") between the Town of Vail, a Colorado
home rule municipal corporation with an address of 75 South Frontage Road, Vail, CO
81657 (the "Town"), and Mountain Grocery, LLC, a limited liability company with an
address of 490 Sherman Street, Ridgway, Colorado, 81432 ("Lessee") (each a "Party"
and collectively the "Parties").
ARTICLE 1 — PREMISES
A. Lease. In consideration of the rents, covenants and agreements herein
contained, the Town demises and leases to Lessee, and Lessee rents from the Town, the
property described as Unit 129, Lionshead Transit Welcome Center (the "Premises").
B. Suitability. As of the date of execution of this Lease, Lessee has inspected
the physical condition of the Premises and receives the Premises in "as is" condition. The
Town makes no representations or warranties with respect to the condition of the
Premises or its fitness or availability for any particular use, and the Town shall not be
liable to Lessee for any latent or patent defect on the Premises.
ARTICLE 2 — TERM AND TERMINATION
A. Term. This Lease shall commence on May 1, 2018 and terminate on April
30, 2023, unless renewed as provided herein.
B. Renewal. If Lessee is not in default of this Lease, Lessee shall have the
option to renew the Lease for 2 additional terms of 3 years each commencing at the
expiration of the initial Lease term or renewal term, as applicable. The option shall be
exercised by written notice given to the Town not less than 90 days prior to the expiration
of the initial term or renewal term, as applicable. If notice is not given as provided herein,
the renewal option shall automatically expire.
C. Termination by Town. Notwithstanding any other provision of this Lease, if
the Town determines, in its sole discretion, that the Premises is needed for a public
purpose, the Town may terminate this Lease, with or without cause, by providing Lessee
with a minimum of 180 days' prior written notice.
D. Surrender. Upon the expiration or termination of this Lease, Lessee shall
peaceably and quietly leave and surrender the Premises in the same condition as it exists
on the date of the execution of this Lease, subject to reasonable wear and tear.
ARTICLE 3 — RENT AND SECURITY DEPOSIT
A. Rent. Lessee shall pay the Town monthly rent of $840.00, to be paid on the
first business day of each month. The rent shall be payable at the Town of Vail Municipal
Building, 75 South Frontage Road, Vail, Colorado, or at such other place the Town may
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designate in writing. If the rent is not paid on the first business day of the month, a late
fee of $50 shall be charged for each day that the rent is late. Such late fee shall be due
and payable within 10 days of assessment.
B. Security Deposit. Upon execution of this Lease, Lessee shall deposit with
the Town a Security Deposit of $840.00 to secure against the breach of any obligations
under this Lease, including without limitation: damage to the Premises; abandonment of
the Premises; and nonpayment of rent, late charges, returned check charges and attorney
fees. If the Security Deposit is used by the Town during the term of this Lease, Lessee
shall immediately restore the Security Deposit. Within 60 days after Lessee's surrender
of the Premises, the Town shall provide Lessee, at Lessee's last known address, with a
written statement listing the reasons for all charges against the Security Deposit, and
refund the balance (if any) therewith. Upon surrender, Lessee shall thoroughly clean the
Premises, so that the Premises is in the same clean condition it was in when Lessee took
possession. If Lessee does not clean adequately, Lessee shall be liable for reasonable
cleaning charges and such charges may be deducted from the Security Deposit. The
Security Deposit shall not be applied to Monthly Rent or any charge due hereunder
without the Town's prior written approval.
ARTICLE 4 — USE AND MAINTENANCE
A. General Use. Lessee shall use and occupy the Premises for storage, so
long as such use conforms with regulations of all authorities affecting the Premises, and
Lessee will not do, or permit to be done, anything which is contrary to any legal or
insurable requirement or which constitutes a nuisance. The storage of hazardous
materials is prohibited. Lessee shall comply with all applicable statutes, ordinances and
regulations pertaining to the Premises. No exterior signage shall be permitted
B. Maintenance. Lessee agrees that at all times during the term of this Lease,
Lessee, at its own cost and expense, shall:
1. Keep the Premises in good, neat, and clean condition;
2. Not park trucks or delivery vehicles outside the Premises so as to
unreasonably interfere with the use of any driveways, walks, roadways or parking
areas; and
3. Keep the outside area of the Premises reasonably clean and free from
snow, ice, dirt, rubbish or obstruction.
C. Inspection. Lessee shall permit the Town and its agents to enter the
Premises at reasonable times and upon reasonable notice, for the purpose of inspecting
the Premises.
D. Utilities. Lessee shall pay for all utility charges associated with Lessee's
use of the Premises.
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ARTICLE 5 — TAXES
A. Property Taxes. Lessee shall pay all property taxes and general and
special assessments levied and assessed against the Premises. Lessee acknowledges
that the Premises may be subject to property tax, despite the Town's ownership of the
property, because of the use of the property by Lessee. Lessee agrees that the Town
shall have no obligation to contest such property taxes or cooperate with Lessee in
contesting such property taxes. Notwithstanding anything to contrary herein, Lessee may
contest any tax assessment as provided by law.
B. Partial Years. If property taxes are assessed for a tax year extending
beyond the term of the Lease, the obligation of Lessee shall be proportionate to the
portion of the Lease term included in such year.
ARTICLE 6 — IMPROVEMENTS
A. Additional Improvements. Lessee shall not, without first obtaining the
written consent of Town, make any alterations, additions, or improvements, in, to or
about the Premises.
B. Liens. Lessee shall not suffer or permit any mechanic's liens or claims to
be filed against the Premises by reason of work, labor, service or materials supplied or
claimed to have been supplied to Lessee. Nothing in this Lease shall be construed as
constituting the consent of the Town, expressed or implied, to any contractor,
subcontractor, laborer or material supplier for the performance of any labor or the
furnishing of any materials for any improvement or repair of or to the Premises. Nothing
in this Lease shall be construed as giving Lessee any right to contract for or permit the
rendering of any services or the furnishing of any materials that would give rise to the
filing of any mechanic's lien or claim against the Town's interest in the Premises. If any
mechanic's lien or claim is filed against the Premises, Lessee shall cause the same to
be discharged within 30 days.
ARTICLE 7 — INDEMNIFICATION
Lessee agrees to indemnify and hold harmless the Town and its officers, insurers,
volunteers, representative, agents, employees, heirs and assigns from and against all
claims, liability, damages, losses, expenses and demands, including attorney fees, on
account of injury, Toss, or damage, including, without limitation, claims arising from bodily
injury, personal injury, sickness, disease, death, property loss or damage, or any other
loss of any kind whatsoever, which arise out of or are in any manner connected with this
Lease or the Premises, unless caused by the negligence of the Town. This
indemnification shall survive the expiration or termination of this Lease.
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ARTICLE 8 — INSURANCE
A. Coverages. Throughout the term of this Lease (and after its expiration or
termination as appropriate), Lessee shall procure and maintain, at its sole cost and
expense, all of the following insurance:
1. Comprehensive broad form general public liability insurance in common use
for commercial structures with extended coverage endorsement protecting the
Town and Lessee and covering the Premises, common areas, and parking areas
and sidewalks located adjacent to the Premises and Lessee's use thereof against
claims for personal injury, death and property damage occurring upon, in or about
the Premises, such insurance to afford protection to the limit of not less than
$2,000,000 combined single limit. The insurance required under this Section shall,
in addition, extend to any liability of Lessee arising out of the indemnities provided
for in Article 7.
2. Workers' compensation insurance covering all employees, in the amounts
required by law.
B. Form. All policies shall be issued by solvent and responsible insurance
companies licensed to do business in the State of Colorado. Each policy shall be issued
in the names of the Town and Lessee. The commercial policy shall be written as a
primary policy which does not contribute to and is not in excess of coverage carried by
the Town. Such insurance shall be in addition to any other insurance requirements
imposed by law. The coverages afforded under the policies shall not be canceled,
terminated or materially changed without at least 30 days prior written notice to the Town.
In the case of any claims -made policy, the necessary retroactive dates and extended
reporting periods shall be procured to maintain such continuous coverage. Any insurance
carried by the Town, its officers, its employees, or its contractors shall be excess and not
contributory insurance to that provided by Lessee. Lessee shall be solely responsible for
any deductible losses under any policy.
ARTICLE 9 — DEFAULT
A. Event of Default. The failure by Lessee to comply with any provision of this
Lease shall constitute a default of this Lease.
B. Remedies. Upon a default, the Town may re-enter and take possession of
the Premises (after appropriate court proceedings), without terminating this Lease, and
sublease the Premises, holding Lessee liable for the difference in the rent. In addition,
the Town may take any action at law or in equity to enforce performance of any obligation
of Lessee under this Lease. The Town's remedies shall be cumulative, and the exercise
of one remedy shall not prevent the exercise of any other available remedy.
C. Attorney Fees and Costs. If the Town brings suit to enforce any provision
of this Lease or for recovery of the Premises, the Town shall be entitled to all costs
incurred in connection with such action, including reasonable attorney fees.
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ARTICLE 10 — MISCELLANEOUS
A. Integration. This Lease constitutes the entire agreement between the
Parties, superseding all prior oral or written communications.
B Severability. If any provision of this Lease is determined by a court of
competent jurisdiction to be invalid or unenforceable, the remainder of this Lease shall
not be affected thereby, and each provision of this Lease shall be valid and be enforceable
to the fullest extent permitted by law.
C. Governing Law and Venue. This Lease shall be governed and construed
in accordance with the laws of the State of Colorado, and any legal action arising out of
this Lease shall be brought in Eagle County, Colorado.
D. Notice. Any notice under this Lease shall be in writing, and shall be deemed
sufficient when directly presented or sent pre -paid, first class United States Mail to the
Party at the address set forth on the first page of this Lease.
E. Successors. This Lease shall inure to the benefit of and be binding upon
the Town and Lessee and their respective heirs, successors, representatives,
administrators, executors and devisees; provided that Lessee shall not assign this Lease
or sublet the Premises or any part thereof. Any attempted assignment or subletting shall
be deemed void and of no effect.
F. Assignment and Subletting. Lessee shall not assign this Lease or sublet
any portion of the Premises without the prior written consent of the Town. Any such
assignment or subletting without the Town's consent shall be void.
G. Inspection of Records. The Town shall have the right, upon reasonable
notice to inspect the records of Lessee, including financial records, if said inspection is
reasonably related to this Lease or to a business or municipal purpose of the Town.
H. No Waiver. A failure of a Party to enforce any term of this Lease shall not
be deemed to be a waiver of any other term of this Lease.
I. Subordination. This Lease is and shall be subordinated to all existing and
future liens and encumbrances against the Premises.
J. No Joint Venture. Notwithstanding any provision hereof, the Town shall
never be a joint venture in any private entity or activity which participates in this Lease,
and the Town shall never be liable or responsible for any debt or obligation of any
participant in this Lease.
K. Governmental Immunity. Nothing herein shall be construed as a waiver of
any protections or immunities the Town may have under the Colorado Governmental
Immunity Act, C.R.S. § 24-10-101, et seq., as amended.
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L. No Third -Party Beneficiaries. There are no intended third -party
beneficiaries to this Lease.
M. Broker's Commission. The Town will be responsible for paying a real estate
broker's commission to Slifer, Smith & Frampton Real Estate in the amount of 2% of the
total rent for the initial 5 -year term. No commission shall be payable on any renewal
terms.
IN WITNESS WHEREOF, the Parties have executed this Lease on the Effective
Date.
ATTEST:
Patty McKenny, Town Clerk
STATE OF COLORADO
COUNTY OF
TOWN OF VAIL, COLORADO
Greg Clifton, Town Manager
MOUNTAIN GROCERY, LLC
) ss.
Subscribed and sworn to before me this day of
2018, by as of Mountain Grocery, LLC.
My Commission expires:
Notary Public
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