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Home My WebLink Aboutresolution.council.027-22RESOLUTION NO.027 SERIES OF 2022 A RESOLUTION OF THE CITY OF ASPEN CITY COUNCIL APPROVING A LEASE BY AND BETWEEN THE CITY OF ASPEN AND VALLEY COVID LAB, LLC FOR A PORTION OF THE ARMORY BUILDING (130 SOUTH GALENA STREET) WHEREAS, the former city hall (AKA the Armory) is newly vacant due to the construction of a new city hall; and, WHEREAS, the Armory will be vacant for most of the year 2022; and, WHEREAS, Valley Covid Lab LLC, needs a place of operations and is losing current use of the City Parking Department kiosk; and, WHEREAS, Pitkin County will be occupying a large portion of the Armory pursuant to a separate agreement; and, WHEREAS, city staff and county staff, agree this is appropriate for temporary use of the Armory; and, WHEREAS, this Resolution confirms approval of a lease agreement between the City of Aspen and Valley Covid Lab LLC. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ASPEN AS FOLLOWS: That the City Council of the City of Aspen approves the Lease between the City of Aspen and Valley COVID Lab, LLC for the use of a portion of the Armory Building and authorizes the City Manager to execute such lease, a copy of which is attached hereto. FINALLY, adopted this 22"d day of February 2022. -/-D� Torre, Mayor ATTEST: t Nicole Henning, City C rk APPROVED AS TO FORM: ames R True, City Attorney DocuSign Envelope ID: DC19776F-171D-4DE6-81OD-8000BC5499CD LEASE AGREEMENT By and Between The City of Aspen and Valley COVID Lab, LLC 3/23/2022 1 11:28:29 AM PDT THIS LEASE AGREEMENT (the "Agreement") is made this _day of March 2022 by and between Valley COVID Lab, LLC, whose address is 350 Market St. #001, Basalt Colorado 81621 ("the Lab") and The City of Aspen, 427 Rio Grande Pl, Aspen, Colorado 81611 ("the City"). RECITALS WHEREAS, The Lab request use of a dedicated space of 139SF on the first floor of the Armory Building to continue Covid Lab testing via an exterior window on Hopkins Street; and WHEREAS, the City is willing to provide such dedicated space of 139SF on the first floor of the Armory Building to continue Covid Lab testing via an exterior window on Hopkins Street on the terms set forth herein. AGREEMENT NOW, THEREFORE, for and in consideration of the mutual promises and agreements of the parties and other good and valuable consideration, the adequacy and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Effective February 14, 2022, the City of Aspen will: a. Lease the designated space to the Lab for Covid testing (see attached Exhibit). b. Charge the Lab a $30.00 sq/ft rate for the 139SF dedicated strictly to the Lab. c. Continue to manage and maintain the current Janitorial contract. d. Continue to provide building services for maintenance and repairs, utilities and network without added cost to the county. 2. Effective February 14, 2022, the Lab: a. Maintain and provide proof of the following insurance to the Lab during the time of this Lease against claims for injuries to persons or damages to property which may arise or in connection with the City's operation and use of the owned premises. The cost of such insurance and any related deductibles and/or self -insured retentions shall be borne by the City of Aspen. i. Commercial General Liability (CGL): written on an "occurrence" basis including products and completed operations, property DocuSign Envelope ID: DC19776F-171D-4DE6-81OD-8000BC5499CD damage, bodily injury, and personal and advertising injury with limits of no less than $3 million (USD) per occurrence. ii. Property Insurance against all risks of loss to the property. iii. Workers' compensation insurance as required by the State of Colorado with statutory limits and Employers' Liability Insurance with limits of $1 million (USD) per accident for bodily injury or disease. b. List the City of Aspen, its elected and appointed officials, employees, and volunteers as an Additional Insured on the CGL policy and will provide proof of insurance in the form of a Certificate of Insurance upon inception of this Agreement and then annually or as the referenced policies are renewed and/or updated. 3. Assignability. This agreement is not assignable by either party. 4. Modification. This Agreement may be changed or modified only in writing by an agreement approved by the respective legal representatives for each party and signed by authorized officers of each party. 5. Entire Agreement. This Agreement constitutes the entire Agreement between the parties and all other promises and agreements relating to the subject of this Agreement, whether oral or written, are merged herein. 6. Severability. Should any one or more sections or provisions of this Agreement be judicially adjudged invalid or unenforceable, such judgment shall not affect, impair, or invalidate the remaining provisions of this Agreement, the intention being that the various sections and provisions hereof are severable. 7. Termination Prior to Expiration of Term. Any Party has the right to terminate or withdraw from this Agreement, with or without cause, by giving written notice to the other Parties of such termination and specifying the effective date thereof. Such notice shall be given at least ten (10) days before the effective date of such termination. Termination of the Agreement relieves the cancelling or withdrawing Party of any further responsibility under this Agreement except for specifically identified obligations of a continuing nature based upon past performance under the Agreement. If terminated by the City of Aspen, the Lab shall have 15 days to vacate the premises and shall continue the payments set forth in paragraph 2. b. and other obligations under paragraph 2, until the premises are vacated and accepted by the City. If terminated by the Lab, the Lab shall vacate the premises prior to the effective date of the termination. 8. Notice. Any notice required or permitted under this Agreement shall be in writing and shall be provided by electronic delivery to the e-mail addresses set forth below and by one of the following methods 1) hand -delivery or 2) registered or 2 DocuSign Envelope ID: DC19776F-171D-4DE6-81OD-8000BC5499CD certified mail, postage pre -paid to the mailing addresses set forth below. Each party by notice sent under this paragraph may change the address to which future notices should be sent. Electronic delivery of notices shall be considered delivered upon receipt of confirmation of delivery on the part of the sender. Nothing contained herein shall be construed to preclude personal service of any notice in the manner prescribed for personal service of a summons or other legal process. To: Valley Covid Lab With copies to: Valley Covid Lab, LLC 350 Market St, #001 Basalt, CO 81621 allen@roaringforkneurology.com To: City of Aspen With Copies to: City of Aspen Attorney's Office 427 Rio Grande Place Aspen, CO 81611 9. Binding Rights and Obligations. The rights and obligations of the parties under this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. 10. Agreement made in Colorado. This Agreement shall be construed according to the laws of the State of Colorado, and venue for any action shall be in the District Court in and for Pitkin County, Colorado. 11. Attorney. In the event that legal action is necessary to enforce any of the provisions of this Agreement, the substantially prevailing party, whether by final judgment or out of court settlement, shall recover from the other party all costs and expenses of such action or suit including reasonable attorney fees. 12. No Waiver. The waiver by any party to this Agreement of any term or condition of this Agreement shall not operate or be construed as a waiver of any subsequent breach by any party. 13. Authority. Each person signing this Agreement represents and warrants that said person is fully authorized to enter into and execute this Agreement and to bind the party it represents to the terms and conditions hereof. DocuSign Envelope ID: DC19776F-171D-4DE6-810D-8000BC5499CD The foregoing Agreement is approved by the City of Aspen at its regular meeting held on the 8th day of March, 2022. In Witness whereof, the parties hereto have caused this agreement to be executed as of the day and year first above written. THE CITY OF ASPEN by: By: FDOCuSigned arra " Sara tt, rty Manager ATTEST: DocuSigned by: Nicole Henning Approved as to Form: DocuSigned by: F. finkt- a't�FnaanarFrann James R. True, City Attorney Valley COVID Lab, LLC D S'g d by: By: AUS®-N 9UN 4B54378BhA77lR£... Brooke Allen, MD Form Revised 01-01-2022 El