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HomeMy WebLinkAboutresolution.council.066-24RESOLUTION 466 (Series of 2024) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN AND CSC SERVICE WORKS, AUTHORIZING THE CITY MANAGER TO EXECUTE SAID CONTRACT ON BEHALF OF THE CITY OF ASPEN, WHEREAS, there has been submitted to the City Council a contract between the City of Aspen and, a true and accurate copy of which is attached hereto as Exhibit "A"; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, That the City Council of the City of Aspen hereby approves the Contract for services between the City of Aspen and CSC Service Works, a copy of which is annexed hereto and incorporated herein, and does hereby authorize the City Manager to execute said agreement on behalf of the City of Aspen. INTRODUCED, READ AND ADOPTED by the City Council of the City of Aspen on the I Ith day of June 2024. Torre, Mayor I, Nicole Henning, duly appointed and acting City Clerk do certify that the foregoing is a true and accurate copy of that resolution adopted by the City Council of the City of Aspen, Colorado, at a meeting held, June 11, 2024. Nicole Henning, City clerk DocuSign Envelope ID: A8D1 E720-7F57-4C3D-AB73-6B859918BDCE , GSC1 k SERVICEWORKS V LAUNDRY FACILITIES LEASE This Laainy Facilities Lease ("Lease") is entered into on this 15 day of May, 2024 ("Effective Date") by and between CSC ServiceWorks5 Inc., a Florida corporation, with mailing address 1204 W. Bethel Road, Suite 160, Coppell, TX 75019 ("Lessee"), and CITY OF ASPEN with mailing address 427 Rio Grande Place, Aspen, CO 81611("Lessor"). In consideration of the mutual covenants hereinafter contained, and the duties and obligations set forth herein, Lessor and Lessee (collectively, "Parties") agree as follows: 1. Lease Rights. Lessor warrants and represents that Lessor is the owner, or authorized agent of the owner, of a certain property located at 100 MAROLT PL ASPEN, CO 81611, and presently known as Marolt Ranch ("Premises"). This Lease shall apply to all locations, buildings and addresses associated with the operations of the Premises. Lessor hereby leases to Lessee the exclusive use, control and possession of those certain area(s), space(s) and/or room(s) at the Premises, which are designated as laundry facilities and used as such ("Leased Premises"). Lessee's exclusive use, control and possession rights are for the limited purpose of installing, operating and maintaining laundry machines and related equipment as well as providing relevant laundry services ("Intended Use"). Lessee permits the residents of the Premises to enter the Leased Premises to use such laundry equipment for its Intended Use and Lessor to enter to carry out its obligations set forth in this Lease. 2. Equipment. In furtherance of its leasehold rights and the Intended Use, Lessee agrees to install and/or maintain 10 washer(s) and 10 dryer(s) (stacks count as two machines) and 0 value-transfer/card-dispenser machine(s) and/or digital payment kiosk(s) (collectively, "Machine(s)"). In addition to the Machine(s), Lessee agrees to install, as applicable, any and all ancillary devices to ensure proper operation thereof (collectively, "Equipment"). Lessor agrees that Lessee shall have the right to determine the Equipment's model, payment operating system and technology. Lessor agrees that Lessee can post notice labels and identification decals on its Equipment as well as informational signage within the Leased Premises. Lessee certifies that its front load washers and front load front control dryers are ADA compliant and that its CSC Pay App supports the following assistive technology: VoiceOver(iOS) and TalkBack (Android). 3. Term. The initial term of this Lease ("Term") shall be for a period of 60 months beginning upon the date of installation of all Equipment ("Commencement Date"). Financial obligations of the Lessor payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. 4. Renewal. Thereafter, the Term shall continue on a year-to-year basis unless and until either party provides such written notice at least sixty (60) days prior to the expiration of the then -current term. Any reference to "Term" shall include the initial term and any applicable renewal term(s). 5. Rent. Lessee agrees to pay Lessor a portion of the monies generated by the Equipment during the preceding collection period ("Gross Collections' `), in arrears, as rent (` `Rent' `). Rent shall be 60% of Net Collections less permissible deductions idented below (` `Net Commissions' `). Notwithstanding the above, Lessee shall be entitled a minimum guaranty in the amount %J $45 per Machine, per month (` `Min Comp' `). Lessee may deduct from Rent otherwise due, or invoice Lessor for the deficit, if necessary, to collect the Min Comp. Lessor shall pay Lessee's invoice within thirty (30) days of receipt. The Min Comp shall be adjusted periodically to reflect increases in the seasonally adjusted Consumer Price Index (CPI) as reported by the U.S. Bureau of Labor Statistics. Deductions. To calculate Rent, Lessee shall: a. Deduct from Gross Collections, any smartcard costs and mobile application user convenience fees (` `Commissionable Collections"); b. Deduct from Commissionable Collections, any user refunds (` `Net Collections' `); C. From Net Collections, calculate Lessor's share as stated above ("Gross Commissions"); and d. Deduct from Gross Commissions, any online portal fees, merchant processing fees for credit/debit card transactions, voice/data charges, all applicable governmental fees and/or taxes payable by Lessee in connection with the use and possession of the Leased Premises and/or the operation of the Equipment, reimbursable expenses otherwise allowed in this Lease, as well as an administrative fee at a rate of 9.75% of the Commissionable Collections, which covers certain allocated expenses related to collections, customer support, loss control, environmental fees, check processing charges, transportation surcharges and technology fees ("Net Commissions") The Parties acknowledge that the costs of providing the Equipment and the laundry services contemplated under the Lease will vary during the Term, and therefore Lessee may modify the rate of the administrative fee to offset increases in these administrative and allocable costs with the consent of the Lessor, which consent shall not be unreasonably withheld and which may be evidenced verbally, in writing, or by the actions and practices of the Parties. 1 V2024.03.01 DocuSign Envelope ID: A8D1 E720-7F57-4C3D-AB73-6B859918BDCE 6. Collecting. Rent shall be paid by the last day of the next month following the collection and reporting of all revenue streams (i.e., a full collection by November 20`h shall be paid by December 31S`). Lessor agrees that Lessee shall have the right to determine the dates and times of collection, provided Rent is timely paid. 7. Vend Price. Lessor agrees that Lessee shall determine the vend price for the Equipment in its reasonable discretion. Any vend price changes shall be based on fair market value and shall change to be consistent with pricing of comparable properties to the Leased Premises and enhance revenue generation. 8. Mutual Obligations for Service. The Parties agree and acknowledge the need to service the Equipment is foreseeable and there are shared responsibilities associated with ensuring a prompt service response. An item of Equipment that malfunctions is not, in and of itself, a breach of the Lease. Lessee requires notice of a service issue in order to respond. As such, Lessor agrees to promptly notify Lessee if an item of Equipment ceases to operate in a normal manner only by: (i) calling Lessee at its toll -free phone number; (ii) submitting a request through its company website; or (iii) submitting a service request through Lessee's mobile phone application. 9. Service Response. Lessee agrees to respond to service requests and restore any item of Equipment to operating condition within a reasonable timeframe. If, in Lessee's sole discretion, repair is no longer a viable solution, Lessee will remove it and replace it with a comparable unit in as - good or better condition. The Parties shall work cooperatively to minimize any interruption. 10. Code Compliance. Lessor shall ensure the Leased Premises is, at all times, in compliance with all applicable laws, codes and regulations concerning the Intended Use. Should either party receive notice of any such violation(s) concerning the Leased Premises and/or the Intended Use, Lessor shall promptly, at its sole cost and expense, address and resolve. If Lessor fails to comply with this Section, Lessee shall provide written notice thereof and give Lessor seven (7) days to cure. If not cured, Lessee may, in its discretion, take any and all action to resolve and cure such violation(s) and then invoice Lessor for such remedial costs or deduct such amount from Rent otherwise due. 11. Utilities &Maintenance. Lessor agrees to clean the Leased Premises and maintain in good condition and repair. This includes, providing and maintaining, at its sole cost and expense, all utilities required for the proper and safe use of the Equipment, including but not limited to, internet, electricity, plumbing, hot and cold water, gas and sewage disposal/drainage. Additionally, Lessor shall clean and maintain the Premises' dryer venting system, from behind the interior wall and/or ceiling surfaces of the Leased Premises until it properly vents to the exterior of the building. If Lessee determines the Equipment is affected by Lessor's failure to comply with this Section, Lessee shall provide written notice thereof and give Lessor seven (7) days to cure. If not cured, Lessee may, in its discretion, take any and all action to resolve and cure such failure(s) and then invoice Lessor for such remedial costs or deduct such amount from Rent otherwise due. 12. Dryer Connections. Lessee is responsible for cleaning and maintaining the dryer ventilation components (flexible or hardline) that connect the back of the dryers to the interior wall, ceiling surfaces and/or vent system fittings %J the Leased Premises, whatever is made available by Lessor. 13. In -Home Equipment. Lessor warrants and represents that residential units are currently equipped with their own in -home laundry connections ("Excepted Units"). Lessee is the exclusive laundry provider at the Premises. Therefore, no in -home laundry connections or equipment shall be added, constructed or otherwise provided at the Premises, excluding those Excepted Units, unless expressly authorized by Lessee. Otherwise, Lessee shall be entitled to (1) adjust the Rent to ensure its share is not affected by the inevitable decrease in Gross Collections; or (2) at the sole option of Lessee, terminate this Lease and recover damages for material breach of the Lease. 14. Access. Lessee and residents of the Premises shall have access to the Leased Premises, at minimum, at all reasonable hours. If the Leased Premises are kept locked, Lessee and residents shall be furnished with keys and/or entry code(s), as necessary, to ensure sufficient access and use of the Leased Premises. Any delay in Lessee's performance due to an inability to access the Leased Premises shall be excused unless due to its own negligence. Additionally, Lessor shall not refuse Lessee access to the Leased Premises and/or the Equipment during reasonable hours. Lessee may, in its discretion, invoice Lessor for costs and damages associated with Lessee's repeated inability to gain access or Lessor's refusal to permit access or deduct such amount from Rent otherwise due. 15, Security. Lessor is responsible for providing the same reasonable security to Lessee that Lessor is expected to provide the other tenants and/or occupants of the Premises, and is responsible for any personal injury or property damage claims arising from a lack of such reasonable security. Lessee shall repair or replace vandalized or missing Equipment as needed and invoice Lessor for such vandalism damages (i.e., repair charges and/or replacement costs) or deduct such amount from Rent otherwise due. Any delay in Lessee's performance due to materially unsafe conditions related to the Leased Premises shall be excused for the duration of such condition. Moreover, Lessee may, in its discretion, invoice Lessor for costs associated with Lessee's inability to complete performance due to such unsafe conditions or deduct such amount from Rent otherwise due. 16. Insurance. Lessee shall maintain reasonable insurance coverage to insure against liability for bodily injury or property damage, with not less than commercial general liability limits of $1 million per occurrence and $2 million aggregate. Lessee shall furnish a certificate of insurance evidencing such coverage to Lessor prior to the Commencement Date and thereafter upon request by Lessor. Lessee shall only be responsible for injuries or damages due to its negligence and/or breach of this Lease, except to the extent of Lessor's negligence and/or breach of this Lease. 2 DocuSign Envelope ID: A8D1 E720-7F57-4C3D-AB73-6B859918BDCE 17. Title/Ownership. Title to the Equipment shall always remain with Lessee. Lessor shall not move or remove, disconnect, or tamper with the Equipment for any reason whatsoever unless expressly authorized by Lessee or in the case of an emergency. An emergency shall be an occurrence posing immediate and significant risk to person or property. If Lessee's business is interrupted as a result of Lessor's acts or omissions, then Lessee may extend the Term for a period of time equal to the period of such interruption by written notice to Lessor. 18. Successors and Assigns. This Lease, in all respects, shall be construed as a lease for real property and not a license. As such, it is binding upon and inures to the benefit of the heirs, successors and assigns of the Parties hereto, including, but not limited to, a successor as a result of the sale or conversion of the Premises. The presence of the Equipment on the Leased Premises constitutes constructive notice of this Lease. Notwithstanding, Lessor shall notify a prospective purchaser of the existence of this Lease prior to any sale or conversion of the Premises and execute an assignment and assumption of this Lease with the prospective purchaser. Failure by Lessor to do so does not affect the validity of this Lease. Instead, a prospective purchaser's remedy is against the Lessor/seller based on the alleged failure to disclose and/or assign. If necessary, Lessee shall have the right to seek all available legal and equitable remedies to enforce the Lease against Lessor and any other culpable parties, including the prospective purchaser. 19. Quiet Enjoyment. Lessor warrants that Lessee shall be granted peaceable and quiet enjoyment of the Leased Premises free from any eviction or interference, provided Lessee pays the Rent and otherwise performs its obligations. 20. Low Usage. If the Equipment usage does not exceed an average of one (1) cycle per Machine, per day during any three (3) consecutive month period, Lessee shall be entitled to the following: (1) remove some of the Equipment, at its sole cost and expense, to better align the laundry operation with the historical usage of the Equipment; (2) remove all of Equipment and terminate the Lease. Lessee may deduct from Rent otherwise due, or invoice Lessor for the deficit, if necessary, to collect the Required Comp. Lessee shall notify Lessor, in writing, prior to taking any remedial action under this Section. 21. Notice. All Lease notices, excluding service requests in accordance with Section 8 above, shall be sent via trackable delivery which can be verified by a third party system, such as by certified mail, return receipt requested and/or well-known trackable delivery service (e.g., FedEx, UPS or DHL), to the respective Parties' address above, or such other address as specified by the Parties in writing. Notice shall be effective upon delivery. 22. Breach. In addition to remedies otherwise provided in this Lease, the following shall be considered a breach and/or default of this Lease ( Breach"): a) The other party commits any material breach or default of this Lease which is not capable of being remedied; or b) The other party commits an ordinary breach or default of this Lease which is capable of being remedied and fails to remedy within thirty (30) days of written notice delivered in compliance with Section 21. Notwithstanding, if Lessee's cure to Breach is delayed due to a reason outside of its reasonable control, the cure period shall be extended for a reasonable period. This provision shall supersede any state or local law notice provision, which the Parties expressly waive. In the event of a Breach, the non -defaulting party shall be entitled to seek all available legal and equitable remedies related to such Breach, including but not limited to, the termination of the Lease and/or recovery of damages. Notwithstanding, neither party shall be liable to the other for any incidental, indirect, special or punitive damages. 23. Mediation. In the event of a Breach, the Parties shall first attempt to resolve through good -faith negotiation. If still unresolved, the Parties agree to submit the dispute to mediation, by video or in -person, before a mutually agreeable mediator. Costs to be shared equally between the Parties. If mediation is not promptly scheduled (e.g., available dates exchanged within thirty (30) days of the initial mediation request), this requirement may be deemed satisfied and either party may escalate accordingly. 24. Legal Proceeding. If still unresolved after (or by failure to timely schedule) mediation, either party shall have the right to escalate the matter to a court of competent jurisdiction. All questions regarding this Contract and the rights and liabilities of the parties shall be determined under Colorado law, with venue in Pitkin County. 25. Prevailing Party. The prevailing parry shall be entitled to recover litigations costs and reasonable attorneys fees incurred to enforce the Lease. 2E. Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS LEASE (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY), 27. Class Waiver. Lessor, Lessee and Covered Parties are prohibited from participating in any type of representative action, including a class action or private attorney general action, and from seeking any relief on a representative or class basis. 28. Miscellaneous a. Governing Law. This Lease shall be governed by the laws of the state in which the Premises are located. Kl V2024.03.01 DocuSign Envelope ID: A8D1 E720-7F57-4C3D-AB73-6B859918BDCE b. Exclusivity. Lessor represents and warrants that during the Term there shall be no other conflicting agreement or competition (lease, license or laundry equipment and/or services agreement or otherwise) in force related to the Leased Premises or the Premises and will defend and indemnify Lessee against all claims to the contrary. Lessor will take any reasonably necessary and prudent action to allow Lessee to install the Equipment -to the extent authorized by law. C. Severability. If any provision of this Lease shall, for any reason, be held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision. C�. Construction. All Parties have been advised to seek their own independent counsel concerning the interpretation and legal effect of this Lease and have either obtained such counsel or have intentionally refrained from doing so and have knowingly and voluntarily waived such right. Consequently, the normal rule of construction to the effect that any drafting ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Lease. e. Incorporation. Any terms and conditions set forth in any duly signed addendum or schedule are expressly incorporated by reference. f. Waiver. A failure to exercise any right or remedy hereunder shall not operate as a waiver thereof. The rights and remedies herein are cumulative and not exclusive of any rights or remedies provided by law or in equity. g. Headings. The headings contained in this Lease are for reference purposes only and shall not affect in any way the meaning or interpretation of this Lease. I1. Entire Agreement. Lessor and Lessee expressly agree this Lease contains the entire agreement between the Parties and supersedes all prior or contemporaneous oral or written agreements, and may not be modified, except as provided for herein, unless said modification is contained in a writing signed by both Parties. Notwithstanding, if Lessee is currently operating laundry equipment at the Premises under a prior agreement, the payment obligations and the laundry equipment from that prior agreement shall continue until the Commencement Date, but all other terms and conditions of this Lease shall be effective upon execution. i. Signatures. The Parties accept electronic and/or PDF signatures and counterpart signatures shall be deemed to be one and the same. AUTHORIZED SIGNATURES The persons) signing below affirms he or she has read, understands and agrees to the terms and conditions of this Laundry Facilities Lease, including the arbitration, jury trial waiver and class waiver provisions, and agrees that all such terms and conditions are expressly incorporated by reference. Further, the persons) signing below warrants and represents that they have the full power and authority to enter into this Laundry Facilities Lease, and acknowledges that the other party relies upon that warranty and representation. LESSEE: CSC SERVICEWORKS, INC. Signature: ����� �GZl;LtniGG V Print Name: ,JOSepil Sanchez Title: Business Development Manager Date: 5/16/2024 LESSOR: City of Aspen LtD214EE1942811,�nature:a /Lam• �/ l l Print Name: Sara G. Ott Title: City Manager Date: 6/13/2024 1 9:33:34 AM PDT LESSOR MUST COMPLETE PAYEE FORM ON NEXT PAGE AND PROVIDE LESSEE WITH A COMPLETED FORM W-9 CDolcvslv..IIa by finit ,96uAn.Sbin. ]]]J]Etd4EO5J51... 5/29/2024 � 11:03:34 AM PDT V2024.03.01 DocuSign Envelope ID: 33080A3E-7BFD-464E-AF17-8031710AB6A3 C;SCSERVICEWORKS *§( LAUNDRY FACILITIES LEASE This Laundry Facilities Lease ("Lease") is entered into on this 15 day of May, 2024 ("Effective Date") by and between CSC ServiceWorks, Inc., a Florida corporation, with mailing address 1204 W. Bethel Road, Suite 160, Coppell, TX 75019 ("Lessee"), and ACI Affordable 1 LLLP with mailing address 18 Truscott Place, Aspen, CO 81611 ("Lessor"). In consideration of the mutual covenants hereinafter contained, and the duties and obligations set forth herein, Lessor and Lessee (collectively, "Parties") agree as follows: 1. Lease Rights. Lessor warrants and represents that Lessor is the owner, or authorized agent of the owner, of a certain property located at 38996 Highway 82, Aspen, CO 81611, and presently known as Aspen Country Inn ("Premises"). This Lease shall apply to all locations, buildings and addresses associated with the operations of the Premises. Lessor hereby leases to Lessee the exclusive use, control and possession of those certain area(s), space(s) and/or room(s) at the Premises, which are designated as laundry facilities and used as such ("Leased Premises"). Lessee's exclusive use, control and possession rights are for the limited purpose of installing, operating and maintaining laundry machines and related equipment as well as providing relevant laundry services ("Intended Use"). Lessee permits the residents of the Premises to enter the Leased Premises to use such laundry equipment for its Intended Use and Lessor to enter to carry out its obligations set forth in this Lease. 2. Equipment. In furtherance of its leasehold rights and the Intended Use, Lessee agrees to install and/or maintain 5 washer(s) and 5 dryer(s) (stacks count as two machines) and 0 value-transfer/card-dispenser machine(s) and/or digital payment kiosk(s) (collectively, "Machine(s)"). In addition to the Machine(s), Lessee agrees to install, as applicable, any and all ancillary devices to ensure proper operation thereof (collectively, "Equipment"). Lessor agrees that Lessee shall have the right to determine the Equipment's model, payment operating system and technology. Lessor agrees that Lessee can post notice labels and identification decals on its Equipment as well as informational signage within the Leased Premises. Lessee certifies that its front load washers and front load front control dryers are ADA compliant and that its CSC Pay App supports the following assistive technology: VoiceOver(iOS) and TalkBack (Android). 3. Term. The initial term of this Lease ("Term") shall be for a period of 60 months beginning upon the date of installation of all Equipment ("Commencement Date"). Financial obligations of the Lessor payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. 4. Renewal. Thereafter, the Term shall continue on a year-to-year basis unless and until either party provides such written notice at least sixty (60) days prior to the expiration of the then -current term. Any reference to "Term" shall include the initial term and any applicable renewal term(s). 5. Rent. Lessee agrees to pay Lessor a portion of the monies generated by the Equipment during the preceding collection period ("Gross Collections' `), in arrears, as rent (` `Rent' `). Rent shall be 60% of Net Collections less permissible deductions idened below Commissions' `). Notwithstanding the above, Lessee shall be entitled a minimum guaranty in the amount of $45 per Machine, per month (` `Min Comp"). Lessee may deduct from Rent otherwise due, or invoice Lessor for the deficit, if necessary, to collect the Min Comp. Lessor shall pay Lessee's invoice within thirty (30) days of receipt. The Min Comp shall be adjusted periodically to reflect increases in the seasonally adjusted Consumer Price Index (CPI) as reported by the U.S. Bureau of Labor Statistics. Deductions. To calculate Rent, Lessee shall: a. Deduct from Gross Collections, any smartcard costs and mobile application user convenience fees (` `Commissionable Collections"); b. Deduct from Commissionable Collections, any user refunds (` `Net Collections' `); C. From Net Collections, calculate Lessor's share as stated above ("Gross Commissions' `); and C�.. Deduct from Gross Commissions, any online portal fees, merchant processing fees for credit/debit card transactions, voice/data charges, all applicable governmental fees and/or taxes payable by Lessee in connection with the use and possession of the Leased Premises and/or the operation of the Equipment, reimbursable expenses otherwise allowed in this Lease, as well as an administrative fee at a rate of 9.75% of the Commissionable Collections, which covers certain allocated expenses related to collections, customer support, loss control, environmental fees, check processing charges, transportation surcharges and technology fees ("Net Commissions") The Parties acknowledge that the costs of providing the Equipment and the laundry services contemplated under the Lease will vary during the Term, and therefore Lessee may modify the rate of the administrative fee to offset increases in these administrative and allocable costs with the consent of the Lessor, which consent shall not be unreasonably withheld and which may be evidenced verbally, in writing, or by the actions and practices of the Parties. V2024.03.01 DocuSign Envelope ID: 33080A3E-7BFD-464E-AF17-8031710AB6A3 6. Collecting. Rent shall be paid by the last day of the next month following the collection and reporting of all revenue streams (i.e., a full collection by November 20`1' shall be paid by December 31 S`). Lessor agrees that Lessee shall have the right to determine the dates and times of collection, provided Rent is timely paid. 7. Vend Price. Lessor agrees that Lessee shall determine the vend price for the Equipment in its reasonable discretion. Any vend price changes shall be based on fair market value and shall change to be consistent with pricing of comparable properties to the Leased Premises and enhance revenue generation. 8. Mutual Obligations for Service. The Parties agree and acknowledge the need to service the Equipment is foreseeable and there are shared responsibilities associated with ensuring a prompt service response. An item of Equipment that malfunctions is not, in and of itself, a breach of the Lease. Lessee requires notice of a service issue in order to respond. As such, Lessor agrees to promptly notify Lessee if an item of Equipment ceases to operate in a normal manner only by: (i) calling Lessee at its toll -free phone number; (ii) submitting a request through its company website; or (iii) submitting a service request through Lessee's mobile phone application. 9. Service Response. Lessee agrees to respond to service requests and restore any item of Equipment to operating condition within a reasonable timeframe. If, in Lessee's sole discretion, repair is no longer a viable solution, Lessee will remove it and replace it with a comparable unit in as - good or better condition. The Parties shall work cooperatively to minimize any interruption. 10. Code Compliance. Lessor shall ensure the Leased Premises is, at all times, in compliance with all applicable laws, codes and regulations concerning the Intended Use. Should either party receive notice of any such violation(s) concerning the Leased Premises and/or the Intended Use, Lessor shall promptly, at its sole cost and expense, address and resolve. If Lessor fails to comply with this Section, Lessee shall provide written notice thereof and give Lessor seven (7) days to cure. If not cured, Lessee may, in its discretion, take any and all action to resolve and cure such violation(s) and then invoice Lessor for such remedial costs or deduct such amount from Rent otherwise due. 11. Utilities &Maintenance. Lessor agrees to clean the Leased Premises and maintain in good condition and repair. This includes, providing and maintaining, at its sole cost and expense, all utilities required for the proper and safe use of the Equipment, including but not limited to, internet, electricity, plumbing, hot and cold water, gas and sewage disposal/drainage. Additionally, Lessor shall clean and maintain the Premises' dryer venting system, from behind the interior wall and/or ceiling surfaces of the Leased Premises until it properly vents to the exterior of the building. If Lessee determines the Equipment is affected by Lessor's failure to comply with this Section, Lessee shall provide written notice thereof and give Lessor seven (7) days to cure. If not cured, Lessee may, in its discretion, take any and all action to resolve and cure such failure(s) and then invoice Lessor for such remedial costs or deduct such amount from Rent otherwise due. 12. Dryer Connections. Lessee is responsible for cleaning and maintaining the dryer ventilation components (flexible or hardline) that connect the back of the dryers to the interior wall, ceiling surfaces and/or vent system fittings of the Leased Premises, whatever is made available by Lessor. 13. In -Home Equipment. Lessor warrants and represents that residential units are currently equipped with their own in -home laundry connections ("Excepted Units"). Lessee is the exclusive laundry provider at the Premises. Therefore, no in -home laundry connections or equipment shall be added, constructed or otherwise provided at the Premises, excluding those Excepted Units, unless expressly authorized by Lessee. Otherwise, Lessee shall be entitled to (1) adjust the Rent to ensure its share is not affected by the inevitable decrease in Gross Collections; or (2) at the sole option of Lessee, terminate this Lease and recover damages for material breach of the Lease. 14. Access. Lessee and residents of the Premises shall have access to the Leased Premises, at minimum, at all reasonable hours. If the Leased Premises are kept locked, Lessee and residents shall be furnished with keys and/or entry code(s), as necessary, to ensure sufficient access and use of the Leased Premises. Any delay in Lessee's performance due to an inability to access the Leased Premises shall be excused unless due to its own negligence. Additionally, Lessor shall not refuse Lessee access to the Leased Premises and/or the Equipment during reasonable hours. Lessee may, in its discretion, invoice Lessor for costs and damages associated with Lessee's repeated inability to gain access or Lessor's refusal to permit access or deduct such amount from Rent otherwise due. 15. Securi.Lessor is responsible for providing the same reasonable security to Lessee that Lessor is expected to provide the other tenants and/or occupants of the Premises, and is responsible for any personal injury or property damage claims arising from a lack of such reasonable security. Lessee shall repair or replace vandalized or missing Equipment as needed and invoice Lessor for such vandalism damages (i.e., repair charges and/or replacement costs) or deduct such amount from Rent otherwise due. Any delay in Lessee's performance due to materially unsafe conditions related to the Leased Premises shall be excused for the duration of such condition. Moreover, Lessee may, in its discretion, invoice Lessor for costs associated with Lessee's inability to complete performance due to such unsafe conditions or deduct such amount from Rent otherwise due. 16. Insurance. Lessee shall maintain reasonable insurance coverage to insure against liability for bodily injury or property damage, with not less than commercial general liability limits of Ti million per occurrence and $2 million aggregate. Lessee shall furnish a certificate of insurance evidencing such coverage to Lessor prior to the Commencement Date and thereafter upon request by Lessor. Lessee shall only be responsible for injuries or damages due to its negligence and/or breach of this Lease, except to the extent of Lessor's negligence and/or breach of this Lease. NJ V2024.03.01 DocuSign Envelope ID: 33080A3E-7BFD-464E-AF17-8031710AB6A3 17. Title/Ownership. Title to the Equipment shall always remain with Lessee. Lessor shall not move or remove, disconnect, or tamper with the Equipment for any reason whatsoever unless expressly authorized by Lessee or in the case of an emergency. An emergency shall be an occurrence posing immediate and significant risk to person or property. If Lessee's business is interrupted as a result of Lessor's acts or omissions, then Lessee may extend the Term for a period of time equal to the period of such interruption by written notice to Lessor. 18. Successors and Assigns. This Lease, in all respects, shall be construed as a lease for real property and not a license. As such, it is binding upon and inures to the benefit of the heirs, successors and assigns of the Parties hereto, including, but not limited to, a successor as a result of the sale or conversion of the Premises. The presence of the Equipment on the Leased Premises constitutes constructive notice of this Lease. Notwithstanding, Lessor shall notify a prospective purchaser of the existence of this Lease prior to any sale or conversion of the Premises and execute an assignment and assumption of this Lease with the prospective purchaser. Failure by Lessor to do so does not affect the validity of this Lease. Instead, a prospective purchaser's remedy is against the Lessor/seller based on the alleged failure to disclose and/or assign. If necessary, Lessee shall have the right to seek all available legal and equitable remedies to enforce the Lease against Lessor and any other culpable parties, including the prospective purchaser. 19. Quiet Enjoyment. Lessor warrants that Lessee shall be granted peaceable and quiet enjoyment of the Leased Premises free from any eviction or interference, provided Lessee pays the Rent and otherwise performs its obligations. 20. Low Usage. If the Equipment usage does not exceed an average of one (1) cycle per Machine, per day during any three (3) consecutive month period, Lessee shall be entitled to the following: (1) remove some of the Equipment, at its sole cost and expense, to better align the laundry operation with the historical usage of the Equipment; (2) remove all of Equipment and terminate the Lease. Lessee may deduct from Rent otherwise due, or invoice Lessor for the deficit, if necessary, to collect the Required Comp. Lessee shall notify Lessor, in writing, prior to taking any remedial action under this Section. 21. Notice. All Lease notices, excluding service requests in accordance with Section 8 above, shall be sent via trackable delivery which can be verified by a third party system, such as by certified mail, return receipt requested and/or well-known trackable delivery service (e.g., FedEx, UPS or DHL), to the respective Parties' address above, or such other address as specified by the Parties in writing. Notice shall be effective upon delivery. 22. Breach. In addition to remedies otherwise provided in this Lease, the following shall be considered a breach and/or default of this Lease ("Breach"): a) The other party commits any material breach or default of this Lease which is not capable of being remedied; or b) The other party commits an ordinary breach or default of this Lease which is capable of being remedied and fails to remedy within thirty (30) days of written notice delivered in compliance with Section 21. Notwithstanding, if Lessee's cure to Breach is delayed due to a reason outside of its reasonable control, the cure period shall be extended for a reasonable period. This provision shall supersede any state or local law notice provision, which the Parties expressly waive. In the event of a Breach, the non -defaulting party shall be entitled to seek all available legal and equitable remedies related to such Breach, including but not limited to, the termination of the Lease and/or recovery of damages. Notwithstanding, neither party shall be liable to the other for any incidental, indirect, special or punitive damages. 23. Mediation. In the event of a Breach, the Parties shall first attempt to resolve through good -faith negotiation. If still unresolved, the Parties agree to submit the dispute to mediation, by video or in -person, before a mutually agreeable mediator. Costs to be shared equally between the Parties. If mediation is not promptly scheduled (e.g., available dates exchanged within thirty (30) days of the initial mediation request), this requirement may be deemed satisfied and either party may escalate accordingly. 24. Legal Proceeding. If still unresolved after (or by failure to timely schedule) mediation, either party shall have the right to escalate the matter to a court of competent jurisdiction. All questions regarding this Contract and the rights and liabilities of the parties shall be determined under Colorado law, with venue in Pitkin County . 25. Prevailing Party. The prevailing party shall be entitled to recover litigations costs and reasonable attorney's fees incurred to enforce the Lease. 26. Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS LEASE (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). 27. Class Waiver. Lessor, Lessee and Covered Parties are prohibited from participating in any type of representative action, including a class action or private attorney general action, and from seeking any relief on a representative or class basis. 28. Miscellaneous a. Governing Law. This Lease shall be governed by the laws of the state in which the Premises are located. 3 V2024.03.01 DocuSign Envelope ID: 33080A3E-7BFD-464E-AF17-8031710AB6A3 b. Exclusivity. Lessor represents and warrants that during the Tenn there shall be no other conflicting agreement or competition (lease, license or laundry equipment and/or services agreement or otherwise) in force related to the Leased Premises or the Premises and will defend and indemnify Lessee against all claims to the contrary. Lessor will take any reasonably necessary and prudent action to allow Lessee to install the Equipment -to the extent authorized by law. C. Severability. If any provision of this Lease shall, for any reason, be held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision. d. Construction. All Parties have been advised to seek their own independent counsel concerning the interpretation and legal effect of this Lease and have either obtained such counsel or have intentionally refrained from doing so and have knowingly and voluntarily waived such right. Consequently, the normal rule of construction to the effect that any drafting ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Lease. e. Incorporation. Any terms and conditions set forth in any duly signed addendum or schedule are expressly incorporated by reference. f. Waiver. A failure to exercise any right or remedy hereunder shall not operate as a waiver thereof. The rights and remedies herein are cumulative and not exclusive of any rights or remedies provided by law or in equity. g. Headings. The headings contained in this Lease are for reference purposes only and shall not affect in any way the meaning or interpretation of this Lease. �1. Entire Agreement. Lessor and Lessee expressly agree this Lease contains the entire agreement between the Parties and supersedes all prior or contemporaneous oral or written agreements, and may not be modified, except as provided for herein, unless said modification is contained in a writing signed by both Parties. Notwithstanding, if Lessee is currently operating laundry equipment at the Premises under a prior agreement, the payment obligations and the laundry equipment from that prior agreement shall continue until the Commencement Date, but all other terms and conditions of this Lease shall be effective upon execution. i. Signatures. The Parties accept electronic and/or PDF signatures and counterpart signatures shall be deemed to be one and the same. AUTHORIZED SIGNATURES The persons) signing below affirms he or she has read, understands and agrees to the terms and conditions of this Latn�dty Facilities Lease, including the arbitration, jury trial waiver and class waiver provisions, and agrees that all such terms and conditions are expressly incorporated by reference. Further, the persons) signing below warrants and represents that they have the full power and authority to enter into this Latrtzdty Facilities Lease, and acknowledges that the other party relies upon that warranty and representation. LESSEE: CSC SERVICEWORKS, INC. Signature: r.D awo f Print Name: Joseph Sanchez Title; Business Development Manager Date: 5/16/2024 : ACI Affordbl LESSORae 1 LLLP LtD214EE1942B." /� �nature:a �• UTC Print Name: Sara G. Ott Title: City Manager 6/13/2024 � Dat e: 9:33:47 AM PDT LESSOR MUST COMPLETE PAYEE FORM ON NEXT PAGE AND PROVIDE LESSEE WITH A COMPLETED FORM W-9 oo�usb�.a ny: 5/29/2024 � 11:03:34 AM PDT V2024.03.01 DocuSign Envelope ID: 6AB87D27-1275-40C4-97DB-30CACB5B5D47 Gmsc SERVICEWORKS LAUNDRY FACILITIES LEASE This Laundry Facilities Lease ("Lease") is entered into on this 15 day of May, 2024 ("Effective Date") by and between CSC Set Vic Works, Inc., a Florida corporation, with mailing address 1204 W. Bethel Road, Suite 160, Coppell, TX 75019 ("Lessee"), and City of Aspen with mailing address 130 S Galena St, Aspen, CO 81611 ("Lessor"). In consideration of the mutual covenants hereinafter contained, and the duties and obligations set forth herein, Lessor and Lessee (collectively, "Parties") agree as follows: 1. Lease Rights. Lessor warrants and represents that Lessor is the owner, or authorized agent of the owner, of a certain property located at 18 Truscott Place, Aspen, CO 81611 and presently known as Truscott Place Phase 1 ("Premises"). This Lease shall apply to all locations, buildings and addresses associated with the operations of the Premises. Lessor hereby leases to Lessee the exclusive use, control and possession of those certain area(s), space(s) and/or room(s) at the Premises, which are designated as laundry facilities and used as such ("Leased Premises"). Lessee's exclusive use, control and possession rights are for the limited purpose of installing, operating and maintaining laundry machines and related equipment as well as providing relevant laundry services ("Intended Use"). Lessee permits the residents of the Premises to enter the Leased Premises to use such laundry equipment for its Intended Use and Lessor to enter to carry out its obligations set forth in this Lease. 2. Equipment. In furtherance of its leasehold rights and the Intended Use, Lessee agrees to install and/or maintain 14 washer(s) and 14 dryer(s) (stacks count as two machines) and 0 value-transfer/card-dispenser machine(s) and/or digital payment kiosk(s) (collectively, "Machine(s)"). In addition to the Machine(s), Lessee agrees to install, as applicable, any and all ancillary devices to ensure proper operation thereof (collectively, "Equipment"). Lessor agrees that Lessee shall have the right to determine the Equipment's model, payment operating system and technology. Lessor agrees that Lessee can post notice labels and identification decals on its Equipment as well as informational signage within the Leased Premises. Lessee certifies that its front load washers and front load front control dryers are ADA compliant and that its CSC Pay App supports the following assistive technology: VoiceOver(iOS) and TalkBack (Android). 3. Term. The initial term of this Lease ("Term") shall be for a period of 60 months beginning upon the date of installation of all Equipment ("Commencement Date"). Financial obligations of the Lessor payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. 4. Renewal. Thereafter, the Term shall continue on a year-to-year basis unless and until either party provides such written notice at least sixty (Ou) days prior to the expiration of the then -current term. Any reference to "Term" shall include the initial term and any applicable renewal term(s). 5. Rent. Lessee agrees to pay Lessor a portion of the monies generated by the Equipment during the preceding collection period ("Gross Collections' `), in arrears, as rent (` `Rent' `). Rent shall be 609/o of Net Collections less permissible deductions idented below (` `Net Commissions' `). Notwithstanding the above, Lessee shall be entitled a minimum guaranty in the amount of $45 per Machine, per month (` It Comp' `). Lessee may deduct from Rent otherwise due, or invoice Lessor for the deficit, if necessary, to collect the Min Comp. Lessor shall pay Lessee's invoice within thirty (30) days of receipt. The Min Comp shall be adjusted periodically to reflect increases in the seasonally adjusted Consumer Price Index (CPI) as reported by the U.S. Bureau of Labor Statistics. Deductions. To calculate Rent, Lessee shall: a. Deduct from Gross Collections, any smartcard costs and mobile application user convenience fees ("Commissionable Collections"); b. Deduct from Commissionable Collections, any user refunds (` `Net Collections' `); C. From Net Collections, calculate Lessor's share as stated above ("Gross Commissions' `); and d. Deduct from Gross Commissions, any online portal fees, merchant processing fees for credit/debit card transactions, voice/data charges, all applicable governmental fees and/or taxes payable by Lessee in connection with the use and possession of the Leased Premises and/or the operation of the Equipment, reimbursable expenses otherwise allowed in this Lease, as well as an administrative fee at a rate of 9.75% of the Commissionable Collections, which covers certain allocated expenses related to collections, customer support, loss control, environmental fees, check processing charges, transportation surcharges and technology fees ("Net Commissions") The Parties acknowledge that the costs of providing the Equipment and the laundry services contemplated under the Lease will vary during the Term, and therefore Lessee may modify the rate of the administrative fee to offset increases in these administrative and allocable costs with the consent ol the Lessor, which consent shall not be unreasonably withheld and which may be evidenced verbally, in writing, or by the actions and practices of the Parties. V2024.03.01 DocuSign Envelope ID: 6AB87D27-1275-40C4-97DB-30CACB5B5D47 6. Collecting. Rent shall be paid by the last day of the next month following the collection and reporting of all revenue streams (i.e., a full collection by November 201h shall be paid by December 3151). Lessor agrees that Lessee shall have the right to determine the dates and times of collection, provided Rent is timely paid. 7. Vend Price. Lessor agrees that Lessee shall determine the vend price for the Equipment in its reasonable discretion. Any vend price changes shall be based on fair market value and shall change to be consistent with pricing of comparable properties to the Leased Premises and enhance revenue generation. 8. Mutual Obligations for Service. The Parties agree and acknowledge the need to service the Equipment is foreseeable and there are shared responsibilities associated with ensuring a prompt service response. An item of Equipment that malfunctions is not, in and of itself, a breach of the Lease. Lessee requires notice of a service issue in order to respond. As such, Lessor agrees to promptly notify Lessee if an item of Equipment ceases to operate in a normal manner only by: (i) calling Lessee at its toll -free phone number; (ii) submitting a request through its company website; or (iii) submitting a service request through Lessee's mobile phone application. 9. Service Response. Lessee agrees to respond to service requests and restore any item of Equipment to operating condition within a reasonable timeframe. If, in Lessee's sole discretion, repair is no longer a viable solution, Lessee will remove it and replace it with a comparable unit in as - good or better condition. The Parties shall work cooperatively to minimize any interruption. 10. Code Compliance. Lessor shall ensure the Leased Premises is, at all times, in compliance with all applicable laws, codes and regulations concerning the Intended Use. Should either party receive notice of any such violation(s) concerning the Leased Premises and/or the Intended Use, Lessor shall promptly, at its sole cost and expense, address and resolve. If Lessor fails to comply with this Section, Lessee shall provide written notice thereof and give Lessor seven (7) days to cure. If not cured, Lessee may, in its discretion, take any and all action to resolve and cure such violation(s) and then invoice Lessor for such remedial costs or deduct such amount from Rent otherwise due. 11. Utilities &Maintenance. Lessor agrees to clean the Leased Premises and maintain in good condition and repair. This includes, providing and maintaining, at its sole cost and expense, all utilities required for the proper and safe use of the Equipment, including but not limited to, internet, electricity, plumbing, hot and cold water, gas and sewage disposal/drainage. Additionally, Lessor shall clean and maintain the Premises' dryer venting system, from behind the interior wall and/or ceiling surfaces of the Leased Premises until it properly vents to the exterior of the building. If Lessee determines the Equipment is affected by Lessor's failure to comply with this Section, Lessee shall provide written notice thereof and give Lessor seven (7) days to cure. If not cured, Lessee may, in its discretion, take any and all action to resolve and cure such failure(s) and then invoice Lessor for such remedial costs or deduct such amount from Rent otherwise due. 12. Dryer Connections. Lessee is responsible for cleaning and maintaining the dryer ventilation components (flexible or hardline) that connect the back of the dryers to the interior wall, ceiling surfaces and/or vent system fittings of the Leased Premises, whatever is made available by Lessor. 13. In -Home Equipment. Lessor warrants and represents that residential units are currently equipped with their own in -home laundry connections ("Excepted Units"). Lessee is the exclusive laundry provider at the Premises. Therefore, no in -home laundry connections or equipment shall be added, constructed or otherwise provided at the Premises, excluding those Excepted Units, unless expressly authorized by Lessee. Otherwise, Lessee shall be entitled to (1) adjust the Rent to ensure its share is not affected by the inevitable decrease in Gross Collections; or (2) at the sole option of Lessee, terminate this Lease and recover damages for material breach of the Lease. 14. Access. Lessee and residents of the Premises shall have access to the Leased Premises, at minimum, at all reasonable hours. If the Leased Premises are kept locked, Lessee and residents shall be furnished with keys and/or entry code(s), as necessary, to ensure sufficient access and use of the Leased Premises. Any delay in Lessee's performance due to an inability to access the Leased Premises shall be excused unless due to its own negligence. Additionally, Lessor shall not refuse Lessee access to the Leased Premises and/or the Equipment during reasonable hours. Lessee may, in its discretion, invoice Lessor for costs and damages associated with Lessee's repeated inability to gain access or Lessor's refusal to permit access or deduct such amount from Rent otherwise due. 15. Securi .Lessor is responsible for providing the same reasonable security to Lessee that Lessor is expected to provide the other tenants and/or occupants of the Premises, and is responsible for any personal injury or property damage claims arising from a lack of such reasonable security. Lessee shall repair or replace vandalized or missing Equipment as needed and invoice Lessor for such vandalism damages (i.e., repair charges and/or replacement costs) or deduct such amount from Rent otherwise due. Any delay in Lessee's performance due to materially unsafe conditions related to the Leased Premises shall be excused for the duration of such condition. Moreover, Lessee may, in its discretion, invoice Lessor for costs associated with Lessee's inability to complete performance due to such unsafe conditions or deduct such amount from Rent otherwise due. 16. Insurance. Lessee shall maintain reasonable insurance coverage to insure against liability for bodily injury or property damage, with not less than commercial general liability limits of $1 million per occurrence and $2 million aggregate. Lessee shall furnish a certificate of insurance evidencing such coverage to Lessor prior to the Commencement Date and thereafter upon request by Lessor. Lessee shall only be responsible for injuries or damages due to its negligence and/or breach of this Lease, except to the extent of Lessor's negligence and/or breach of this Lease. 2 V2024.03.01 DocuSign Envelope ID: 6AB87D27-1275-40C4-97DB-30CACB5B5D47 17. Title/Ownership. Title to the Equipment shall always remain with Lessee. Lessor shall not move or remove, disconnect, or tamper with the Equipment for any reason whatsoever unless expressly authorized by Lessee or in the case of an emergency. An emergency shall be an occurrence posing immediate and significant risk to person or property. If Lessee's business is interrupted as a result of Lessor's acts or omissions, then Lessee may extend the Term for a period of time equal to the period of such interruption by written notice to Lessor. 18. Successors and Assigns. This Lease, in all respects, shall be construed as a lease for real property and not a license. As such, it is binding upon and inures to the benefit of the heirs, successors and assigns of the Parties hereto, including, but not limited to, a successor as a result of the sale or conversion of the Premises. The presence of the Equipment on the Leased Premises constitutes constructive notice of this Lease. is Notwithstanding, Lessor shall notify a prospective purchaser of the existence of thLease prior to any sale or conversion of the Premises and execute an assignment and assumption of this Lease with the prospective purchaser. Failure by Lessor to do so does not affect the validity of this Lease. Instead, a prospective purchaser's remedy is against the Lessor/seller based on the alleged failure to disclose and/or assign. If necessary, Lessee shall have the right to seek all available legal and equitable remedies to enforce the Lease against Lessor and any other culpable parties, including the prospective purchaser. 19. Quiet Enjoyment. Lessor warrants that Lessee shall be granted peaceable and quiet enjoyment of the Leased Premises free from any eviction or interference, provided Lessee pays the Rent and otherwise performs its obligations. 20. Low Usage. If the Equipment usage does not exceed an average of one (1) cycle per Machine, per day during any three (3) consecutive month period, Lessee shall be entitled to the following: (1) remove some of the Equipment, at its sole cost and expense, to better align the laundry operation with the historical usage of the Equipment; (2) remove all of Equipment and terminate the Lease. Lessee may deduct from Rent otherwise due, or invoice Lessor for the deficit, if necessary, to collect the Required Comp. Lessee shall notify Lessor, in writing, prior to taking any remedial action under this Section. 21. Notice. All Lease notices, excluding service requests in accordance with Section 8 above, shall be sent via trackable delivery which can be verified by a third party system, such as by certified mail, return receipt requested and/or well-known trackable delivery service (e.g., FedEx, UPS or DHL), to the respective Parties' address above, or such other address as specified by the Parties in writing. Notice shall be effective upon delivery. 22. Breach. In addition to remedies otherwise provided in this Lease, the following shall be considered a breach and/or default of this Lease ("Breach"): a) The other party commits any material breach or default of this Lease which is not capable of being remedied; or b) The other party commits an ordinary breach or default of this Lease which is capable of being remedied and fails to remedy within thirty (30) days of written notice delivered in compliance with Section 21. Notwithstanding, if Lessee's cure to Breach is delayed due to a reason outside of its reasonable control, the cure period shall be extended for a reasonable period. This provision shall supersede any state or local law notice provision, which the Parties expressly waive. In the event of a Breach, the non -defaulting party shall be entitled to seek all available legal and equitable remedies related to such Breach, including but not limited to, the termination of the Lease and/or recovery of damages. Notwithstanding, neither party shall be liable to the other for any incidental, indirect, special or punitive damages. 23. Mediation. In the event of a Breach, the Parties shall first attempt to resolve through good -faith negotiation. If still unresolved, the Parties agree to submit the dispute to mediation, by video or in- person, before a mutually agreeable mediator. Costs to be shared equally between the Parties. If mediation is not promptly scheduled (e.g., available dates exchanged within thirty (30) days of the initial mediation request), this requirement may be deemed satisfied and either party may escalate accordingly. 24. Legal Proceeding. If still unresolved after (or by failure to timely schedule) mediation, either party shall have the right to escalate the matter to a court of competent jurisdiction. All questions regarding this Contract and the rights and liabilities of the parties shall be determined under Colorado law, with venue in Pitkin County . 25. Prevailing Parry. The prevailing party shall be entitled to recover litigations costs and reasonable attorneys fees incurred to enforce the Lease. 2E. Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS LEASE (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY), 27. Class Waiver. Lessor, Lessee and Covered Parties are prohibited from participating in any type of representative action, including a class action or private attorney general action, and from seeking any relief on a representative or class basis. 28. Miscellaneous a. Governing Law. This Lease shall be governed by the laws of the state in which the Premises are located. 3 V2024.03.01 DocuSign Envelope ID: 6AB87D27-1275-40C4-97DB-30CACB5B5D47 b. Exclusivity. Lessor represents and warrants that during the Term there shall be no other conflicting agreement or competition (lease, license or laundry equipment and/or services agreement or otherwise) in force related to the Leased Premises or the Premises and will defend and indemnify Lessee against all claims to the contrary. Lessor will take any reasonably necessary and prudent action to allow Lessee to install the Equipment -to the extent authorized by law. C. Severability. If any provision of this Lease shall, for any reason, be held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision. d. Construction. All Parties have been advised to seek their own independent counsel concerning the interpretation and legal effect of this Lease and have either obtained such counsel or have intentionally refrained from doing so and have knowingly and voluntarily waived such right. Consequently, the normal rule of construction to the effect that any drafting ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Lease. e. Incorporation. Any terns and conditions set forth in any duly signed addendum or schedule are expressly incorporated by reference. f. Waiver. A failure to exercise any right or remedy hereunder shall not operate as a waiver thereof. The rights and remedies herein are cumulative and not exclusive of any rights or remedies provided by law or in equity. g Headings. The headings contained in this Lease are for reference purposes only and shall not affect in any way the meaning or interpretation of this Lease. h. Entire Agreement. Lessor and Lessee expressly agree this Lease contains the entire agreement between the Parties and supersedes all prior or contemporaneous oral or written agreements, and may not be modified, except as provided for herein, unless said modification is contained in a writing signed by both Parties. Notwithstanding, if Lessee is currently operating laundry equipment at the Premises under a prior agreement, the payment obligations and the laundry equipment from that prior agreement shall continue until the Commencement Date, but all other terms and conditions of this Lease shall be effective upon execution. 1. Signatures. The Parties accept electronic and/or PDF signatures and counterpart signatures shall be deemed to be one and the same. AUTHORIZED SIGNATURES The persons) signing below affirms he or she has read, understands and agrees to the terms and conditions of this Laundry Facilities Lease, including the arbitration, jury trial waiver and class waiver provisions, and agrees that all such terms and conditions are expressly incorporated by reference. Further, the persons) signing below warrants and represents that they have the full power and authority to enter into this Lau»d�y Facilities Lease, and acknowledges that the other party relies upon that warranty and representation. LESSEE: CSC SERVICEWORKS, INC. Title: Business Development Manager Date: 5/16/2024 f A�� Print Name: Sara G. Ott Title: City Manager Date: 6/13/2024 1 9:34:00 AM PDT LESSOR MUST COMPLETE PAYEE FORM ON NEXT PAGE AND PROVIDE LESSEE WITH A COMPLETED FORM W-9 CI DofcuSlpned by F�t- ,96u.N.SbL�. 5 �2E99%52'0 2 4 i 11:03:34 AM PDT 0 vzoz4.o3.oi DocuSign Envelope ID: BD6472BD-420E-4333-8BCB-8E188F50A166 csc SERVICEWORKS LAUNDRY FACIMTIES LEASE This Laundry Facilities Lease ("Lease") is entered into on this 15 day of May, 2024 ("Effective Date") by and between CSC ServiceWorks, Inc., a Florida corporation, with mailing address 1204 W. Bethel Road, Suite 160, Coppell, TX 75019 ("Lessee"), and Truscott Phase II LLLP with mailing address 18 Truscott Place, Aspen, CO 81611 ("Lessor"). In consideration of the mutual covenants hereinafter contained, and the duties and obligations set forth herein, Lessor and Lessee (collectively, "Parties") agree as follows: Lease Rights. Lessor warrants and represents that Lessor is the owner, or authorized agent of the owner, of a certain property located at 39551 Highway 82, Aspen, CO 81611 and presently known as Truscott Place Phase 2 ("Premises"). This Lease shall apply to all locations, buildings and addresses associated with the operations of the Premises. Lessor hereby leases to Lessee the exclusive use, control and possession of those certain area(s), space(s) and/or room(s) at the Premises, which are designated as laundry facilities and used as such ("Leased Premises"). Lessee's exclusive use, control and possession rights are for the limited purpose of installing, operating and maintaining laundry machines and related equipment as well as providing relevant laundry services ("Intended Use"). Lessee permits the residents of the Premises to enter the Leased Premises to use such laundry equipment for its Intended Use and Lessor to enter to carry out its obligations set forth in this Lease. Equipment. In furtherance of its leasehold rights and the Intended Use, Lessee agrees to install and/or maintain 6 washer(s) and 12 dryer(s) (stacks count as two machines) and 0 value-transfer/card-dispenser machine(s) and/or digital payment kiosk(s) (collectively, "Machine(s)"). In addition to the Machine(s), Lessee agrees to install, as applicable, any and all ancillary devices to ensure proper operation thereof (collectively, "Equipment"). Lessor agrees that Lessee shall have the right to determine the Equipment's model, payment operating system and technology. Lessor agrees that Lessee can post notice labels and identification decals on its Equipment as well as informational signage within the Leased Premises. Lessee certifies that its front load washers and front load front control dryers are ADA compliant and that its CSC Pay App supports the following assistive technology. VoiceOver(iOS) and TalkBack (Android). 3. Term. The initial term of this Lease ("Term") shall be for a period of 60 months beginning upon the date of installation of all Equipment ( `Commenceinent.Date"). Financii thatiogs ofdth Lessor pai�ble af�ebfhe current fiscal year are contingent upon funds for that purpose being appropriate , udgete an otPherwtse in a avai a e. 4. Renewal. Thereafter, the Term shall continue on a year-to-year basis unless and until either party provides such written notice at least sixty (60) days prior to the expiration of the then -current term. Any reference to "Term" shall include the initial term and any applicable renewal term(s). 5. Rent. Lessee agrees to pay Lessor a portion of the monies generated by the Equipment during the preceding collection period ("Gross Collections"), in arrears, as rent ("Rent"). Rent shall be 60% of Net Collections less permissible deductions identified below ("Net Commissions"). Notwithstanding the above, Lessee shall be entitled a minimum guaranty in the amount of $45 per Machine, per month ("Min Comp"). Lessee may deduct from Rent otherwise due, or invoice Lessor for the deficit, if necessary, to collect the Min Comp. Lessor shall pay Lessee's invoice within thirty (30) days of receipt. The Min Comp shall be adjusted periodically to reflect increases in the seasonally adjusted Consumer Price Index (CPI) as reported by the U.S. Bureau of Labor Statistics. Deductions. To calculate Rent, Lessee shall: a. Deduct from Gross Collections, any smartcard costs and mobile application user convenience fees ("Commissionable Collections"); b. Deduct from Commissionable Collections, any user refunds ("Net Collections"); C. From Net Collections, calculate Lessor's share as stated above ("Gross Commissions"); and a.. Deduct from Gross Commissions, any online portal fees, merchant processing fees for credit/debit card transactions, voice/data charges, all applicable governmental fees and/or taxes payable by Lessee in connection with the use and possession of the Leased Premises and/or the operation of the Equipment, reimbursable expenses otherwise allowed in this Lease, as well as an administrative fee at a rate of 9.75% of the Commissionable Collections, which covers certain allocated expenses related to collections, customer support, loss control, environmental fees, check processing charges, transportation surcharges and technology fees ("Net Commissions") The Parties acknowledge that the costs of providing the Equipment and the laundry services contemplated under the Lease will vary during the Term, and therefore Lessee may modify the rate of the administrative fee to offset increases in these administrative and allocable costs with the consent of the Lessor, which consent shall not be unreasonably withheld and which may be evidenced verbally, in writing, or by the actions and practices of the Parties. V2024.03.01 DocuSign Envelope ID: BD6472BD-420E-4333-8BCB-8E188F50A166 6. Collecting. Rent shall be paid by the last day of the next month following the collection and reporting of all revenue streams (i.e., a full collection by November 20`h shall be paid by December 3151). Lessor agrees that Lessee shall have the right to determine the dates and times of collection, provided Rent is timely paid. 7. Vend Price. Lessor agrees that Lessee shall determine the vend price for the Equipment in its reasonable discretion. Any vend price changes shall be based on fair market value and shall change to be consistent with pricing of comparable properties to the Leased Premises and enhance revenue generation. 8. Mutual Obligations for Service. The Parties agree and acknowledge the need to service the Equipment is foreseeable and there are shared responsibilities associated with ensuring a prompt service response. An item of Equipment that malfunctions is not, in and of itself, a breach of the Lease. Lessee requires notice of a service issue in order to respond. As such, Lessor agrees to promptly notify Lessee if an item of Equipment ceases to operate in a normal manner only by: (i) calling Lessee at its toll -free phone number; (ii) submitting a request through its company website; or (iii) submitting a service request through Lessee's mobile phone application, 9. Service Response. Lessee agrees to respond to service requests and restore any item of Equipment to operating condition within a reasonable timeframe. If, in Lessee's sole discretion, repair is no longer a viable solution, Lessee will remove it and replace it with a comparable unit in as - good or better condition. The Parties shall work cooperatively to minimize any interruption. 10. Code Compliance. Lessor shall ensure the Leased Premises is, at all times, in compliance with all applicable laws, codes and regulations concerning the Intended Use. Should either party receive notice of any such violation(s) concerning the Leased Premises and/or the Intended Use, Lessor shall promptly, at its sole cost and expense, address and resolve. If Lessor fails to comply with this Section, Lessee shall provide written notice thereof and give Lessor seven (7) days to cure. If not cured, Lessee may, in its discretion, take any and all action to resolve and cure such violation(s) and then invoice Lessor for such remedial costs or deduct such amount from Rent otherwise due. 11. Utilities & Maintenance. Lessor agrees to clean the Leased Premises and maintain in good condition and repair. This includes, providing and maintaining, at its sole cost and expense, all utilities required for the proper and safe use of the Equipment, including but not limited to, internet, electricity, plumbing, hot and cold water, gas and sewage disposal/drainage. Additionally, Lessor shall clean and maintain the Premises' dryer venting system, from behind the interior wall and/or ceiling surfaces of the Leased Premises until it properly vents to the exterior of the building. If Lessee determines the Equipment is affected by Lessor's failure to comply with this Section, Lessee shall provide written notice thereof and give Lessor seven (7) days to cure. If not cured, Lessee may, in its discretion, take any and all action to resolve and cure such failure(s) and then invoice Lessor for such remedial costs or deduct such amount from Rent otherwise due. 12. Dryer Connections. Lessee is responsible for cleaning and maintaining the dryer ventilation components (flexible or hardline) that connect the back of the dryers to the interior wall, ceiling surfaces and/or vent system fittings of the Leased Premises, whatever is made available by Lessor. 13. In -Home Equipment. Lessor warrants and represents that residential units are currently equipped with their own in -home laundry connections ("Excepted Units"). Lessee is the exclusive laundry provider at the Premises. Therefore, no in -home laundry connections or equipment shall be added, constructed or otherwise provided at the Premises, excluding those Excepted Units, unless expressly authorized by Lessee. Otherwise, Lessee shall be entitled to (1) adjust the Rent to ensure its share is not affected by the inevitable decrease in Gross Collections; or (2) at the sole option of Lessee, terminate this Lease and recover damages for material breach of the Lease. 14. Access. Lessee and residents of the Premises shall have access to the Leased Premises, at minimum, at all reasonable hours. If the Leased Premises are kept locked, Lessee and residents shall be furnished with keys and/or entry code(s), as necessary, to ensure sufficient access and use of the Leased Premises. Any delay in Lessee's performance due to an inability to access the Leased Premises shall be excused unless due to its own negligence. Additionally, Lessor shall not refuse Lessee access to the Leased Premises and/or the Equipment during reasonable hours. Lessee may, in its discretion, invoice Lessor for costs and damages associated with Lessee's repeated inability to gain access or Lessor's refusal to permit access or deduct such amount from Rent otherwise due. 15. Security . Lessor is responsible for providing the same reasonable security to Lessee that Lessor is expected to provide the other tenants and/or occupants of the Premises, and is responsible for any personal injury or property damage claims arising from a lack of such reasonable security. Lessee shall repair or replace vandalized or missing Equipment as needed and invoice Lessor for such vandalism damages (i.e., repair charges and/or replacement costs) or deduct such amount from Rent otherwise due. Any delay in Lessee's performance due to materially unsafe conditions related to the Leased Premises shall be excused for the duration of such condition. Moreover, Lessee may, in its discretion, invoice Lessor for costs associated with Lessee's inability to complete performance due to such unsafe conditions or deduct such amount from Rent otherwise due. 16. Insurance. Lessee shall maintain reasonable insurance coverage to insure against liability for bodily injury or property damage, with not less than commercial general liability limits of $1 million per occurrence and $2 million aggregate. Lessee shall furnish a certificate of insurance evidencing such coverage to Lessor prior to the Commencement Date and thereafter upon request by Lessor. Lessee shall only be responsible for injuries or damages due to its negligence and/or breach of this Lease, except to the extent of Lessor's negligence and/or breach of this Lease. V2024.03.01 DocuSign Envelope ID: BD6472BD-420E-4333-8BCB-8E188F50A166 17. Title/Ownership. Title to the Equipment shall always remain with Lessee. Lessor shall not move or remove, disconnect, or tamper with the Equipment for any reason whatsoever unless expressly authorized by Lessee or in the case of an emergency. An emergency shall be an occurrence posing immediate and significant risk to person or property. If Lessee's business is interrupted as a result of Lessor's acts or omissions, then Lessee may extend the Term for a period of time equal to the period of such interruption by written notice to Lessor. 18. Successors and Assigns. This Lease, in all respects, shall be construed as a lease for real property and not a license. As such, it is binding upon and inures to the benefit of the heirs, successors and assigns of the Parties hereto, including, but not limited to, a successor as a result of the sale or conversion of the Premises. The presence of the Equipment on the Leased Premises constitutes constructive notice of this Lease. Notwithstanding, Lessor shall notify a prospective purchaser of the existence of this Lease prior to any sale or conversion of the Premises and execute an assignment and assumption of this Lease with the prospective purchaser. Failure by Lessor to do so does not affect the validity of this Lease. Instead, a prospective purchaser's remedy is against the Lessor/seller based on the alleged failure to disclose and/or assign. If necessary, Lessee shall have the right to seek all available legal and equitable remedies to enforce the Lease against Lessor and any other culpable parties, including the prospective purchaser. 19. Quiet Enjoyment. Lessor warrants that Lessee shall be granted peaceable and quiet enjoyment of the Leased Premises free from any eviction or interference, provided Lessee pays the Rent and otherwise performs its obligations. 20. Low Usage. If the Equipment usage does not exceed an average of one (1) cycle per Machine, per day during any three (3) consecutive month period, Lessee shall be entitled to the following: (1) remove some of the Equipment, at its sole cost and expense, to better align the laundry operation with the historical usage of the Equipment; (2) remove all of Equipment and terminate the Lease. Lessee may deduct from Rent otherwise due, or invoice Lessor for the deficit, if necessary, to collect the Required Comp. Lessee shall notify Lessor, in writing, prior to taking any remedial action under this Section. 21. Notice. All Lease notices, excluding service requests in accordance with Section 8 above, shall be sent via trackable delivery which can be verified by a third party system, such as by certified mail, return receipt requested and/or well-known trackable delivery service (e.g., FedEx, UPS or DHL), to the respective Parties' address above, or such other address as specified by the Parties in writing. Notice shall be effective upon delivery. 22. Breach. In addition to remedies otherwise provided in this Lease, the following shall be considered a breach and/or default of this Lease ("Breach"): a) The other party commits any material breach or default of this Lease which is not capable of being remedied; or b) The other party commits an ordinary breach or default of this Lease which is capable of being remedied and fails to remedy within thirty (30) days of written notice delivered in compliance with Section 21. Notwithstanding, if Lessee's cure to Breach is delayed due to a reason outside of its reasonable control, the cure period shall be extended for a reasonable period. This provision shall supersede any state or local law notice provision, which the Parties expressly waive. In the event of a Breach, the non -defaulting party shall be entitled to seek all available legal and equitable remedies related to such Breach, including but not limited to, the termination of the Lease and/or recovery of damages. Notwithstanding, neither party shall be liable to the other for any incidental, indirect, special or punitive damages. 23. Mediation. In the event of a Breach, the Parties shall first attempt to resolve through good -faith negotiation. If still unresolved, the Parties agree to submit the dispute to mediation, by video or in -person, before a mutually agreeable mediator. Costs to be shared equally between the Parties. If mediation is not promptly scheduled (e.g., available dates exchanged within thirty (30) days of the initial mediation request), this requirement may be deemed satisfied and either party may escalate accordingly. 24. Legal Proceeding. If still unresolved after (or by failure to timely schedule) mediation, either party shall have the right to escalate the matter to a court of competent jurisdiction. All questions regarding this Contract and the rights and liabilities of the parties shall be determined under Colorado law, with venue in Pitkin County. 25. Prevailing Party. The prevailing party shall be entitled to recover litigations costs and reasonable attorney's fees incurred to enforce the Lease. 26. Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS LEASE (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). 27. Class Waiver. Lessor, Lessee and Covered Parties are prohibited from participating in any type of representative action, including a class action or private attorney general action, and from seeking any relief on a representative or class basis. 28. Miscellaneous a. Governing Law. This Lease shall be governed by the laws of the state in which the Premises are located. V2024.03.01 DocuSign Envelope ID: BD6472BD-420E-4333-8BCB-8E188F50A166 b. Exclusivity. Lessor represents and warrants that during the Term there shall be no other conflicting agreement or competition (lease, license or laundry equipment and/or services agreement or otherwise) in force related to the Leased Premises or the Premises and will defend and indemnify Lessee against all claims to the contrary. Lessor will take any reasonably necessary and prudent action to allow Lessee to install the Equipment -to the extent authorized by law. C. Severability. If any provision of this Lease shall, for any reason, be held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision. d. Construction. All Parties have been advised to seek their own independent counsel concerning the interpretation and legal effect of this Lease and have either obtained such counsel or have intentionally refrained from doing so and have knowingly and voluntarily waived such right. Consequently, the normal rule of construction to the effect that any drafting ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Lease. e. Incorporation. Any terms and conditions set forth in any duly signed addendum or schedule are expressly incorporated by reference. f. Waiver. A failure to exercise any right or remedy hereunder shall not operate as a waiver thereof. The rights and remedies herein are cumulative and not exclusive of any rights or remedies provided by law or in equity. g. Headings, The headings contained in this Lease are for reference purposes only and shall not affect in any way the meaning or interpretation of this Lease. h. Entire Agreement. Lessor and Lessee expressly agree this Lease contains the entire agreement between the Parties and supersedes all prior or contemporaneous oral or written agreements, and may not be modified, except as provided for herein, unless said modification is contained in a writing signed by both Parties. Notwithstanding, if Lessee is currently operating laundry equipment at the Premises under a prior agreement, the payment obligations and the laundry equipment from that prior agreement shall continue until the Commencement Date, but all other terms and conditions of this Lease shall be effective upon execution. 1. Signatures. The Parties accept electronic and/or PDF signatures and counterpart signatures shall be deemed to be one and the same. AUTHORIZED SIGNATURES The persons) signing below affirms he or she has read, understands and agrees to the terms and conditions of this Law�chy Facilities Lease, including the arbitration, jury trial waiver and class waiver provisions, and agrees that all such terms and conditions are expressly incorporated by reference. Further, the persons) signing below warrants and represents that they have the full power and authority to enter into this Laundry Facilities Lease, and acknowledges that the other party relies upon that warranty and representation. LESSEE: CSC SERVICEWORKS, INC. cL �� C�_)a4zC:%l.G Signature: Print Name: JOSepil Sanchez Title: Business Development Manager Date; 5/16/2024 LESSOR: TruscoYt..P_ha�e II LLLP Signature: � tea' /C'' Print Name; Sara G . Ott Title: City Manager Date: 6/13/2024 I 9:34:16 AM PDT LESSOR MUST COMPLETE PAYEE FORM ON NEXT PAGE AND PROVIDE LESSEE WITH A COMPLETED FORM W-9 C�D�ofcuSlgMd by; am- � ww ]l]3]Ei<9E05-15]_ 5/29/2024 � 11:03:34 AM PDT C1 V2024.03.01