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HomeMy WebLinkAbout25-25 Lease Agreement Carbon Valley Help Center 02-26-2025LEASE AGREEMENT by and between THE TOWN OF FIRESTONE a Colorado Statutory Town (Landlord) and CARBON VALLEY HELP CENTER a Non-profit organization (Tenant) FACILITY USE LEASE AGREEMENT This Lease Agreement ("Lease") is entered into as of January 1 2025 ("Effective Date"), between the TOWN OF FIRESTONE, a Colorado statutory municipality ("Landlord"), and CARBON VALLEY HELP CENTER, a Colorado nonprofit corporation ("Tenant"). ARTICLE 1: LEASE OF PROPERTY Section 1.1 Premises Leased. Landlord, in consideration of the rents, covenants, agreements, and conditions herein set forth, which Tenant hereby agrees shall be paid, kept, and performed, does hereby lease unto Tenant. Tenant does hereby lease from Landlord the real Property described on Exhibit "A" (the "Land") attached hereto and incorporated herein, together with all of Landlord's rights, interests, estates, and appurtenances thereto. ARTICLE 2: TERM OF LEASE Section 2.1 Original Term. The "Original Term" of this Lease shall be defined as the period commencing on the Commencement Date as defined in Section 3.1 and ending at midnight on the day of December 31, 2025. The lease shall automatically renew for one-year terms "Lease Year" unless terminated by either party as provided herein. "Lease Year" means each successive period of twelve (12) consecutive calendar months during the term of the Lease, commencing January 1 st of each year during the term hereof, and ending at midnight on December 31 of each year of the term hereof. Section 2.2 Extension. On or before sixty days (60) days prior to the end of any term, Tenant may deliver written notice to Landlord of its desire to extend the tterm of the Lease for an additional Lease Year.an If Tenant delivers such notice, Tenant and Landlord shall, as soon as is reasonably possible, coordinate and cooperate with one another to develop a mutually agreeable written amendment to the Lease. ARTICLE 3 : COMMENCEMENT nATM AND TERMINATION Section 3.1 Commencement Date. The "Commencement Date" of this Lease shall be February 1, 2025. Section 3.2 Termination. During the Original Term, or any extension thereof each party shall have the right to terminate the Lease as set forth in Article 15. ARTICLE 4: RENTAL PAYMENTSIADDITIONALCONSIDERATION Section 4.1 Rent. Tenant shall pay to Landlord, at Landlord's address, lease payments of $1.00 for the First Partial Lease Year and $1.00 for each successive Lease Year, Except for the First Partial Lease Year where payment shall be made upon the parties' execution of the Lease Agreement, each annual installment shall be due and payable in January of each Lease Year during the Original Term of this Lease. Section 4.2 Additional Consideration. As additional consideration for Landlord entering into this Lease, Tenant agrees: (i) that all Improvements constructed by Tenant and permanently affixed to the premises shall become the Property of Landlord as provided in Section 7.5. ARTICLE 5 ; IMPOSITIONS; UTILITIES; ABSOLUTE NET LEASE Section 5.1 Tenant's Obligation. The parties acknowledge their intent that the Premises are to be exempt from ad valorem property taxes pursuant to Article X, Section 4, Public property exempt of the Colorado Constitution by virtue of Landlord's ownership of the Leased Premises. Landlord and Tenant agree to cooperate with each other and use reasonable good faith efforts to obtain the necessary exemptions and waivers of such taxes and fees, including executing any necessary documents. Notwithstanding the foregoing, Tenant will pay as and when the same shall become due all Impositions (as defined below). Where any Imposition that Tenant is obligated to pay may be paid pursuant to law in installments, Tenant may pay such Imposition in installments as and when such installments become due. Tenant shall, if so requested, deliver to Landlord evidence of due payment of all Impositions Tenant is obligated to pay hereunder. Section 5.2 Impositions Defined. The term "Impositions" means all assessments, water and sewer charges, payment of any additional "tap" or connection fees for the installation and connection of any water or sanitary sewer service to the Premises, rates and rents, charges for public utilities, excises, levies, license and permit fees, including demolition, excavation, or building permit fees which shall or may during the Original Term be assessed, levied, charged, confirmed or imposed by any public authority upon or accrued to (a) the Premises or any part thereof; (b) the buildings or Improvements now or hereafter comprising a part thereof; (c) the appurtenances thereto or the sidewalks, parking lots, or street adjacent thereto; (d) such franchises, licenses, and permits as may be pertinent to the use of the Premises. Section 5,3 Contest of Imposition. Tenant may, at its sole cost and expense, contest the validity or amount of any Imposition for which it is responsible. So long as Tenant diligently pursues the contest, the payment of the Imposition being contested may be deferred, as permitted by law, during the pendency of such contest. Nothing herein contained, however, shall be construed to allow any Imposition to remain unpaid for such length of time as would incur any penalty that is not paid by Tenant by any Governmental Authority for the nonpayment of same. Section 5.4 Evidence Concerning Impositions. The certificate, advice, bill, or statement issued or given by the appropriate officials authorized by law to issue the same or to receive payment of any Imposition of the existence, nonpayment, or amount of such Imposition shall be prima facie evidence for all purposes of the existence, nonpayment, or amount of such Imposition. Section 5.5 Utilities. Except as provided herein, Tenant shall pay all charges for gas, electricity, telephone and other communication services, and all other utilities and similar services rendered or supplied to the Premises, or other similar charges levied or charged against, or in connection with, the Premises. The Town shall pay for water, sanitary sewer, and trash service. Landlord has no obligation to provide Tenant or the Premises any service except as expressly set forth in this Lease. Landlord does not represent or warranty that any utility or other service provided by Landlord shall be adequate for Tenant's particular purposes or use of the Premises or shall be free from interruption or reduction. Section 5.6. Absolute Net Lease. Except as otherwise provided herein, this Lease shall be an absolute net lease, and throughout the Term, all payments and other obligations or liabilities of any kind regarding the Land or the Improvements shall be solely the responsibility of Tenant, and not the responsibility of Landlord. ARTICLE 6 : IMPROVEMENTS Section 6.1 Existing Improvements. As of the date of execution of this Lease, Tenant has inspected the physical condition of the Premises and receives the Premises "as is, with all faults". Landlord makes no representations or warranties with respect to the condition of the Premises or its fitness or availability for any particular use, and Landlord shall not be liable to Tenant for any latent or patent defect on the Premises. Landlord owns all the Improvements existing on the Premises as of the date of the Lease. No existing Improvements may be removed or altered by the Tenant without first having obtained approval of the Plans and all necessary building permits, as well as the Landlord's prior written consent. Section 6.2 Construction of New Improvements. Tenant shall not construct any new improvements on the Land or to the Premises without obtaining all necessary building permits, as well as the Landlord's prior written consent. Tenant shall, at its sole cost, construct all new improvements on the Land or to the Premises solely for the Permitted Use. Any new improvements constructed by Tenant on the Land shall be constructed in accordance with approved Plans and the Construction Standards. "Improvements" means any buildings, structures, signage, or other improvements constructed or installed by Tenant at any time upon the Land for Tenant's operation of the leased Premises.. Landlord shall cooperate with Tenant in all permitting applications and other matters as necessary to enable Tenant to construct Improvements (and execute necessary documentation therefor as determined in Tenant's reasonable, good faith discretion), including, without limitation, the following: (i) amending any current deed restriction affecting the Land which would impede the development of the Improvements contemplated hereby; (ii) removing any existing encumbrances (iii) delivering the Land free of any leases or parties in possession as of the Effective Date of this Lease. Notwithstanding Landlord's foregoing covenant of cooperation, Landlord shall not be required to incur, participate or share in application or permitting fees and expenses, or third -party consulting fees and expenses. Section 6.3 Alterations. (a) At any time during the term of the Lease, Tenant may perform such alteration, renovation, repair, refurbishment, and other work with regard to any Improvements as Tenant may elect, in compliance with the approved Plans, applicable Laws, and the Construction Standards (each as hereinafter defined). (b) No construction, alteration, remodeling or work shall be undertaken on the Premises, which would result in the permanent removal or loss of the Improvement's exterior facades' form or features without the express written permission of the Landlord. (c) Except as allowed by the approved Plans, Tenant shall make no additions to the Premises or Improvements. Section 6.4 Construction Standards. (a) Any Improvements shall be constructed, and any and all alteration, renovation, repair, refurbishment, or other work on the Premises shall be performed, in accordance with the Plans, Scope of Authorized Work and the following "Construction Standards": (1) All work shall be done in a workmanlike manner, in full compliance with all applicable Laws of all Governmental Authorities having jurisdiction; (2) No work shall be commenced without valid licenses, permits, and authorizations required by all Governmental Authorities having jurisdiction; and (3) Tenant shall maintain the insurance coverage required in Article 9 with respect to the type of work being performed. Section 6.5 Ownership of Improvements. As consideration for the nominal lease rate provided in this Lease, Tenant agrees that all Improvements on the Land or to the Premises shall be solely the Property of Landlord. ARTICLE 7: LIENS; TENANT'S FINANCING Section 7.1 Liens Not Permitted. Tenant shall have no right, authority or power to bind Landlord or any interest of Landlord in the Premises or the Land for any claim for labor or for material or for any other charge or expense incurred in constructing any Improvements or performing any alteration, renovation, repair, refurbishment or other work with regard thereto, nor to render Landlord's interest in the Premises liable for any lien or right of lien for any labor, materials or other charge or expense incurred in connection therewith. Tenant shall not be considered the agent of Landlord in the construction, erection or operation of any such Improvements. Tenant shall keep the Land and Improvements free of mechanic's liens; provided that, if any such lien is filed against the Land and Tenant does not cure or bond around such lien within ninety (90) days of written notice of same, Landlord shall have the right, but not the obligation, to cure such lien and invoice Tenant for the costs to cure plus interest at the statutory rate. Should Tenant fail to pay such invoice from Landlord within thirty (30) days of receipt thereof, Tenant's failure to pay shall constitute a Tenant Default pursuant to Article 14, ARTICLE 8: USE MAINTENANCE AND REPAIRS AND MANAGEMENT Section 8,1 Permitted Use. (a) Subject to the terms and provisions hereof, Tenant shall use and enjoy the Premises to construct and operate The Carbon Valley HeIP Center (the "Permitted Use")which use is for the sole purpose of the operation of a community help center providing short-term food assistance, human service assistance and referrals for area residents in compliance with the locations approved Final Development Plan ("FDP"), including the hours of operation set forth in the FDP. Additionally such use shall be in full compliance with any and all present or future federal, state or local laws, statutes, ordinances, rules, requirements, regulations or orders of any and all governmental or quasi -governmental authorities having jurisdiction ("Laws") applicable to Tenant's use or occupancy of the Premises or the conduct of its business in the Premises, including, but not limited to, workmen's compensation laws and the Occupational Safety and Health Act of 1970 and all Laws issued thereunder. Tenant will not do, or permit to be done, anything on the Premises which is contrary to any legal or insurable requirement or which constitutes a nuisance. Section 82 Maintenance and Repairs. (a) Tenant shall at all times maintain the structural integrity of the improvements in good repair. (b) Tenant shall maintain the exterior facade of the Premises so as to retain the faCade's existing form and features (measured as of the date of the parties' execution of this Lease and Tenants use of Premises). (c) Tenant shall make, at Tenant's sole expense, all necessary structural repairs to the exterior walls, structural columns, structural roof and structural floors that enclose the Improvements located on the Premises, provided that Tenant gives Landlord notice of the necessity for such repairs. (d) Tenant agrees to maintain the Land and Improvements throughout the Term of this Lease, at Tenant's own expense, in good working order, in a clean and safe manner. Such maintenance shall include all repairs necessary to maintain the Land and Improvements in a clean and safe manner in which it was constructed, including interior and exterior and structural and non-structural repairs. (e) Throughout the Term of this Lease, Tenant shall, at its own expense, provide all janitorial and landscaping, and other services required for the proper maintenance of the Land and Improvements. (f) Should Tenant fail to perform the maintenance required herein after thirty (30) days written notice from Landlord, Landlord may, but has no obligation to, perform such maintenance and invoice Tenant for the costs of such maintenance, plus interest at the statutory rate. Tenant shall pay such invoice in full within thirty (60) days of receipt thereof, and Tenant's failure to do so shall constitute a Tenant Default under Article 15. (g) At the expiration or earlier termination of this Lease, including any renewal thereof, Tenant shall surrender the Premises to Landlord in as good a condition as of the date of execution of this Lease, ordinary wear and tear, casualty and condemnation excepted. ARTICLE 9: INSURANCE AND INDEMNITY Section 9.1 Tenant's Insurance. Tenant shall maintain at times during the Term of this Lease with respect to the Land and the Improvements, the following insurance coverages, and certificates of such insurance shall be furnished to Landlord prior to the commencement of this Lease and at each subsequent policy renewal date: (a) Commercial general liability insurance, including contractual liability, with limits of not less than two million dollars ($2,000,000) per occurrence for bodily injury, personal injury and property damage, naming Landlord as an additional insured or loss payee. (b) Fire and extended coverage insurance covering the Premises for injury or damage by the elements, or through any other cause, and all alterations, extensions, and improvements thereto and on the Premises and replacements thereof, including all appurtenances, whether on the Premises or extending beyond the boundaries thereof, against loss or damage by fire and the risks contemplated within the extended and malicious mischief (as such endorsements may customarily be written in Colorado), in an amount not less than the full actual replacement cost of the Premises, common areas, and appurtenances, and sufficient to prevent Landlord or Tenant from becoming a co-insurer of any partial loss. (c) Workers' compensation insurance covering all employees, in the amounts required by law. (d) During the course of any construction or repair of Improvements, "Builders Risk Insurance." Section 9.2 Tenant's Indemnity. Tenant agrees to indemnify, defend, and hold harmless Landlord from and against any and all third -party claims resulting from or arising out of: (i) a breach by Tenant or any of its agents, contractors, employees or licensees of any covenant or obligation to be performed or observed by Tenant under this Lease; (ii) Tenant's use or occupancy of the Premises; or (in) the negligence, misconduct or failure to act of Tenant or any of its agents, contractors, employees or licensees. Tenant further agrees to indemnify, defend and hold harmless Landlord from and against all direct and actual costs, damages, expenses, losses, fines, liabilities and reasonable attorney fees paid, suffered or incurred as a result of any of the above -described claims or any actions or proceedings brought thereon; and in case any action or proceeding is brought against Landlord by reason of any such claim, upon notice from Landlord. Section 9,3 Subrogation. Notwithstanding any other provision under this Lease, Landlord and Tenant each hereby waive any and all rights of recovery, claims, actions, or causes of action against the other, its agents, officers, and employees for any injury, death, loss, or damage that may occur to persons or the Improvements, or any part thereof, or any personal property of such party therein, by reason of fire, the elements, or any other cause which is insured against under the terms of any insurance policies in force maintained by Tenant, or under any insurance policies maintained by Landlord. Each party covenants that no insurer shall hold any right of subrogation against the other. Section 9.4 Coverage. All insurance described in this Article 10 may be obtained by Tenant by endorsement or equivalent means under any blanket insurance policies maintained by Tenant, provided that the coverage and other terms of such insurance otherwise comply with this Article 10. Section 9.5 No Waiver of Governmental Immunity. Nothing contained within this Lease is intended to be a waiver of the immunity of the Landlord pursuant to the Colorado Governmental Immunity Act ("C.R.S. 24-10-101 et. seq.") as same may be amended from time to time. ARTICLE 10: CASUALTY LOSS Section 10.1 Restoration. Should any Improvements be wholly or partially destroyed or damaged by fire or any other casualty, Tenant shall promptly repair, replace, restore, and reconstruct the same, all in compliance with the provisions of Section 10.2. Alternatively, Tenant may elect, by written notice given to Landlord of its intent not to undertake restoration/reconstruction work within thirty (30) days of the date of damage, not to repair, replace, restore or reconstruct the Improvements, if (a) the Premises is rendered wholly untenable; (b) the Premises is damaged in whole or in part in the last two (2) years of the Term; or (c) the cost of repairing any damage to the Premises by fire or casualty exceeds twenty-five percent (25%) or more of the replacement cost thereof, as reasonably estimated by a reputable contractor, architect or engineer selected by Landlord. In the event of a casualty loss where Tenant elects not to restore or replace the Improvements, Landlord shall have the right, by notice given to Tenant within sixty (60) days of the date of receipt of Tenant's written notification, to terminate this Lease. In the event of a casualty loss where the Improvements are rendered wholly untenable and will not be restored or replaced, any Tenant insurance proceeds for the Improvements shall be retained by, or be payable to, Landlord. In the event of a partial casualty loss where the Improvements will not be restored or replaced, any Tenant insurance proceeds for the Improvements shall be applied: (a) first, to pay the cost of razing the Improvements and leveling, cleaning and otherwise putting the Premises in good order; and (b) next, to the payment of Tenant, if any such proceeds remain. If this Lease is terminated pursuant to this Section, the Term shall expire on the fifteenth (15t") day after the notice is given as fully and completely as if such date were the expiration date of Period Three or expiration date of any Term. Section 10.2 Distribution of Proceeds Where Improvements Are To Be Restored. In the event of destruction or damage by casualty where Tenant decides to repair, replace, restore or reconstruct the Improvements, all fire and extended coverage insurance proceeds shall be received, held, and paid out for restoration of casualty damages as follows; (a) first, to pay the costs for restoring the Improvements and Premises to its condition immediately preceding the casualty; (b) next, to pay any mechanic's or materialman's liens against the Premises that have been filed; and (c) next, to the payment of Tenant, if any such proceeds remain. Section 10.3 Notice of Damage, Tenant shall promptly notify Landlord of any destruction or material damage to the Premises. ARTICLE 11: ASSIGNMENT AND SUBLETTING Section 11.1 Tenant's Right to Assign Subiect to Landlord Approval. Tenant shall not by operation of law or otherwise assign, sublet, pledge, encumber or mortgage ("Transfer") this Lease, or any rights granted under it, or allow the use and occupancy of all or a part of the Leased Premises by anyone other than Tenant, without the prior written consent of Landlord in each instance. Landlord's consent may be granted or withheld at Landlord's sole and absolute discretion. Any attempt by Tenant to assign, sublet, pledge, encumber or mortgage this Lease, or to permit use of the Premises by others, shall be null and void. The consent by Landlord to any Transfer, or use of the Premises by others, shall not constitute a waiver of Landlord's right to withhold its consent to any other or further Transfer, or use of the Premises by others. Without the prior written consent of Landlord, this Lease and the interest therein of any assignee of Tenant herein shall not pass by operation of law or otherwise and shall not be subject to garnishment or sale under execution in any suit or proceeding which may be brought against or by Tenant. The absolute and unconditional prohibitions contained in this Section 12.1 and Tenant's agreement thereto are material inducements to Landlord to enter into this Lease with Tenant. ARTICLE 12: ENTRY Section 12.1 Entry. Landlord reserves the right to enter the Premises at reasonable times on reasonable prior notice) which maybe oral, to; (i) examine or inspect the Premises; (ii) to show the Premises to others; or (iii) to perform any work or make any improvement to the Premises that Landlord deems necessary or desirable for the purpose of complying with any applicable law or building code. if Tenant is not present when Landlord desires to enter the Premises, Landlord or Landlord's contractor may enter the Premises (by force, in the event of emergency) without liability to Tenant. Nothing herein shall otherwise preclude Landlord from accessing and entering the Premises in an emergency situation where there is an imminent threat to person(s) or Property. ARTICLE 13: WARRANTY OF PEACEFUL POSSESSION Section 13.1 Warranty. Landlord covenants that Tenant, on paying the Rent and performing and observing the covenants and obligations under this Lease, shall and may peaceably and quietly have, hold, occupy, use, and enjoy the Premises during the Term, and may exercise all of its rights hereunder, subject only to the provisions of this Lease, and applicable law, and Landlord agrees to warrant and forever defend Tenant's right to such occupancy, use, and enjoyment of the Premises against the claims of any and all persons whomsoever lawfully claim the same, or any part thereof, subject only to provisions of this Lease and applicable law. Section 13.2 Access. Notwithstanding Section 14.1, Landlord shall have access to the Land and Improvements at all times following reasonable prior notice to Tenant to inspect the Land and Improvements, provided that Landlord shall use reasonable efforts not to disturb Tenant's use of the Land or the occupants of the Improvements. ARTICLE 14: DEFAULTS AND REMEDIES Section 14.1 Tenant Default. Each of the following shall be deemed a "Tenant Default" and a material breach of this Lease: (a) When Tenant fails to pay any sum payable by Tenant to Landlord or any third party under this Lease on the date upon which the same is due to be paid, and such default continues for thirty (30) days after Tenant is given a written notice specifying such default; (b) When Tenant fails to keep, perform, or observe any of the covenants, obligations, terms, or provisions contained in this Lease, and Tenant fails to remedy such default, unless otherwise stated, within thirty (30) days after Tenant is given a written notice specifying the same; provided, however, that if such default cannot be reasonably cured within such thirty -day period, the time period for curing such default shall be extended as necessary for Tenant to cure such default, as long as Tenant is using commercially reasonable efforts to cure such default; (c) When an involuntary petition is filed against Tenant under any bankruptcy or insolvency law or under the reorganization provisions of any law of a a similar nature, or when a receiver of Tenant, or of all or substantially all of the Property of Tenant, is appointed without acquiescence, and such petition or appointment is not discharged or stayed within one hundred twenty (120) days after the occurrence of such event; or (d) When Tenant makes an assignment of its property for the benefit of creditors or files a voluntary peon under any bankruptcy or insolvency law or seeks relief under any other law for the benefit of debtors. Section 14.2 Landlord's Remedies. If a Tenant Default occurs, then Landlord may, at any time prior to the curing thereof and without waiving any other rights hereunder or available to Landlord at law or in equity (Landlord's rights being cumulative), exercise the following rights: (a) Terminate this Lease by giving Tenant written notice thereof, in which event this Lease, and the leasehold estate hereby created and all interest of Tenant and all parties claiming by, or through under Tenant shall automatically terminate upon the effective date of such notice; (b) Re-enter and take possession of the Premises and remove all persons and Property therefrom with or without process of law, without being deemed guilty of any manner of trespass and without prejudice to any remedies for existing breaches hereof; or (c) Use reasonable efforts to relet the Premises (in the event of any termination of this Lease prior to expiration of the Term), and all amounts received by Landlord for the remaining life of Tenant's Improvements over the balance of the Term shall be remitted to Tenant after deduction of Landlord's reasonable costs and expenses therefor. Section 14.3 Landlord Default. Each of the following shall be deemed a "Landlord Default" and a material breach of this Lease: (a) If Landlord fails to keep, perform or observe any of the covenants, obligations, terms or provisions contained in this Lease, and Landlord fails to remedy such default within thirty (30) days after written notice is given specifying the same; provided, however if such default cannot be reasonably cured within such thirty -day period, the time period for curing such default shall be extended as necessary for Landlord to cure such default; (b) If an involuntary petition is filed against Landlord under any bankruptcy or insolvency law or under the reorganization provisions of any law of like import or if a receiver of Landlord, or of all or substantially all of the Property of Landlord, is appointed without acquiescence, and such petition or appointment is not discharged or stayed within one hundred twenty (120) days after the occurrence of such event; or (c) If Landlord makes an assignment of the Land for the benefit of creditors or files a voluntary petition under any bankruptcy or insolvency law or seeks relief under any other law for the benefit of debtors. Section 14.4 Tenant's Remedies. If a Landlord Default occurs, Tenant may, at any time prior to the curing thereof and without waiving any other rights hereunder or available to Tenant at law or in equity, uMess such rights are specifically waived in this Lease (Tenant's rights being cumulative), upon thirty (30) days' prior written notice of Landlords intent to cure except in the case of an emergency, do any one or both of the following: (a) Tenant may perform Landlord's obligations hereunder and recover from Landlord reasonable costs and expenses incurred by Tenant in doing so; or (b) If it is determined pursuant to the dispute resolution procedures set forth in Section 16.2 that Landlord's Default renders the Premises unusable for the Permitted Use for more than thirty (30) consecutive days, Tenant may terminate this Lease, in which event Tenant shall have no further rights, duties or obligations hereunder, except those that expressly survive the earlier termination of this Lease. Upon any such termination by Tenant, Tenant shall be able to recover from Landlord, as additional damages therefor, an amount equal to the unamortized present value of the leasehold estate and Improvements based on the remaining Original Term, taking into account the Rent paid and assuming a discount rate of six percent (6%) per annum. ARTICLE 15: MISCELLANEOUS Section 15,1 Notices. Any notice provided for or permitted to be given hereunder must be in writing and may be given by (a) depositing same in the United States Mail, postage prepaid, registered or certified, with return receipt requested, addressed as set forth in this Section 16.1; or (b) hand -delivering the same to the party to be notified. Notice given in accordance herewith shall be effective upon receipt at the address of the addressee, as evidenced by the executed postal receipt or other receipt for delivery. For purposes of notice the addresses of the parties hereto shall, until changed, be as follows: Landlord: Town of Firestone Attn: Town Manager 9950 Park Avenue Firestone, Colorado 80504 Tenant: Carbon Valley Help Center Attn: Executive Director 150 Buchanan Avenue Firestone, Colorado 80520 The parties hereto may change their respective addresses for purposes of notice hereunder by giving a notice to such effect in accordance with the provisions of this Section 15.1. Section 15.2 Dispute Resolution. In the event of any dispute between Landlord and Tenant arising out of or in any way related to this Lease, the matter, upon written request of either Landlord or Tenant, shall immediately be referred to representatives of both Landlord and Tenant for decision, each party being represented by one individual who has no direct operational responsibility for the matters contemplated by this Lease and who is authorized to settle the dispute (the "Representatives"). The Representatives shall promptly meet in a good faith effort to resolve the dispute by negotiation. If the dispute is not resolved by the representatives within 30 days after the request being submitted, then either party may pursue legal remedies to enforce the Lease. Section 15.3 Modification and Non•Waiver. No amendments, modifications, or changes to this Lease shall be binding upon any party hereto unless set forth in a writing executed by both parties or by a duly authorized officer or agent of each party. No waiver by either party of any breach or default of any term, condition, or provision hereof shall be deemed a waiver of any other or subsequent breaches or defaults of any kind, character, or description under any circumstance. No waiver of any breach or default of any term, condition, or provision hereof shall be implied from any action of any party, and any such waiver, to be effective, shall be set out in a written instrument signed by the waiving party. Section 15.4 Governing Law and Venue. This Lease shall be construed and enforced in accordance with the laws of the State of Colorado, and venue for any legal action arising out of the Lease shall be Weld County, Colorado. Section 15.5 Number and Gender; Captions; References, Pronouns, wherever used herein, and of whatever gender, shall include natural persons and corporations and associations of every kind and character, and the singular shall include the plural wherever and as often as may be appropriate. Article and Section headings in this Lease are for convenience of reference and shall not affect the construction or interpretation of this Lease. Whenever the terms "hereof," "hereby," "herein," or words of similar import are used in this Lease they shall be construed as referring to this Lease in its entirety rather than to a particular Section or provision, unless the context specifically indicates to the contrary. Any reference to a particular "Article" or "Section" shall be construed as referring to the indicated Article or Section of this Lease. Section 15.6 Severability. If any provision of this Lease or the application thereof to any person or circumstance shall, at any time or to any extent, be invalid or unenforceable, and the basis of the bargain between the parties hereto is not destroyed or rendered ineffective thereby, the remainder of this Lease, or the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby. Section 15.7 Surrender of Premises; Holding Over. Upon termination or expiration of this Lease, Tenant shall peaceably quit, deliver up, and surrender the Premises. In the event Tenant remains in possession of the Premises after the expiration of the Term of this Lease, or any extensions hereof without the written consent of Landlord, Tenant shall then be obligated to pay Rent at $1,000 per year together with and all other sums then payable hereunder prorated on a daily basis for each day that Landlord is kept out of possession of the Premises. Such occupancy shall continue as a tenancy at will, from month to month, upon the covenants, provisions and conditions contained herein. Section 15.8 Attorney Fees. If litigation is instituted by either party hereto to enforce, or to seek damages for the breach of, any provision hereof, the prevailing party therein shall be promptly reimbursed by the other party for all attorney fees reasonably incurred by the prevailing party in connection with such litigation. Section 15.9 Annual Appropriation. Nothing herein shall constitute a multiple fiscal year obligation pursuant to Colorado Constitution Article X, Section 20 and Landlord's obligations under this Lease are subject to the annual appropriation of funds by the Town of Firestone's Board of Trustees. Any failure of the Board of Trustees to appropriate adequate monies for Landlord's obligations shall terminate the Lease upon expiration as such then existing funds are depleted. Landlord shall provide notice to Tenant of any event of non -appropriation. Section 15.10 Force Majeure. As used herein "Force Majeure" means the occurrence of any event which prevents or delays the performance by Landlord or Tenant of any obligation imposed upon it hereunder and the prevention or cessation of which event is beyond the reasonable control of the obligor. If Tenant is delayed, hindered, or prevented from performance of any of its obligations by reason of Force Majeure (and Tenant is not otherwise in default hereunder) the time for performance of such obligation shall be extended for the period of such delay, provided that the following requirements are complied with by Tenant: (a) Tenant shall give reasonably prompt written notice of such occurrence to Landlord, and (b) Tenant shall reasonably attempt to remove, resolve, or otherwise eliminate such event, keep Landlord advised with respect thereto, and commence performance of its obligations hereunder immediately upon such removal, resolution, or elimination. Section 15.11 Entireties. This Lease constitutes the entire agreement of the parties hereto with respect to its subject matter, and all prior agreements with respect thereto are merged herein. Section 15.12 Recordation. Tenant shall not record this Lease or any notice or memorandum of this Lease in the Weld County Clerk and Recorder's Office without first obtaining the written consent of Landlord, which may be withheld in Landlord's sole and absolute discretion. Section 15.13 Successors and Assigns. This Lease shall constitute a real right and covenant running with the Premises, and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Whenever a reference is made herein to either party, such reference shall include the party's successors and assigns. Section 15.14 No Third Parties Benefited. Except as specifically and expressly provided herein with regard to notices, opportunities to cure defaults, right to execute a new lease, and the terms and provisions of this Lease are for the sole benefit of Landlord and Tenant, and no third party whatsoever, is intended to benefit therefrom. Section 15.15 Survival, Any terms and provisions of this Lease pertaining to rights, duties, or liabilities extending beyond the expiration or termination of this Lease shall survive the end of the Original Term or any renewal. Section 15.16 Landlord and Tenant Defined. The word "Landlord," , as used in this Lease shall mean the Town of Firestone a Colorado statutory municipality with such duties and obligations set forth herein to be performed as applicable by the Board of Trustees of the Town of Firestone and or the Town Manager or the Manager's designee. The word "Tenant," as used in this Lease, shall mean the Carbon Valley Help Center named in this Lease and all persons, natural or artificial, who at any time or from time to time during the Term of this Lease succeed to the estate of Tenant in the Premises and the interest of Tenant under this Lease, Section 15.17 Authority. Landlord and Tenant hereby represent to the other that: (i) Landlord is a duly authorized and existing Colorado statutory municipality and Tenant is a duly authorized and existing Colorado non-profit corporation , and each is qualified to do business in the State of Colorado; (ii) each has full right and authority to enter into this Lease; (iii) each person signing on behalf of Landlord and Tenant are authorized to do so; and (iv) the execution and delivery of this Lease by Landlord and Tenant will not result in any breach of, or constitute a default under any mortgage, deed of trust, lease, loan, credit agreement, partnership agreement or other contract or instrument to which either Landlord or Tenant is a party or by which either such party may be bound. Section 15.18 Time of Essence. Time is of the essence under this Lease and each and all of its provisions in which performance is a factor. Section 15.19 Holidays. If a date for performance by either party falls on a Saturday, Sunday or legal holiday, such date for performance shall instead be the next following business day. Section 15,20 Amendment. Any amendments to this Lease must be made in writing and signed by both Landlord and Tenant. Section 15.21 Exhibits. This Lease consists of pages and Exhibits A (all of which are incorporated herein by this reference) as follows: Exhibit A: The Land [Signatures follow on next page] EXECUTED as of the date and year first above written. LANDLORD: Town of Firestone TENANT: Carbon Valley Help Title: EXHIBIT A (Legal Description of Land) 150 Buchanan Avenue, Firestone, Colorado FIR 20533 L7-8 BLK15 0.143 acres of Land, as further depicted in the attached map and image.