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HomeMy WebLinkAbout1.01 LeaseCOMMERCIAL LEASE BETWEEN ALL VALLEY STORAGE LLC AND ROARING FORK VALLEY COOPERATIVE ASSOCIATION THIS COMMERCIAL LEASE (the "Lease") is made and entered into by and between ALL VALLEY STORAGE LLC, a Colorado limited liability company ("Landlord") and ROARING FORK VALLEY COOPERATIVE ASSOCIATION, a Colorado cooperative ("Tenant"), to be effective August 1, 2016 the "Effective Date". 1. PARTIES. 1.1 Landlord is the owner of certain real property located in the Garfield County, in the State of Colorado located at 0082 County Road 113, Carbondale, CO 81623 (the "Property"). Landlord represents that it has the authority to enter into this Lease, and to undertake Landlord's obligations hereunder, and that the person signing this Lease on behalf of LandIord is authorized to execute this Lease and bind Landlord to the terms and conditions hereof. 1.2 Tenant desires to conduct the business of a storage, distribution and transfer facility for bulk propane (liquefied petroleum gas) on the Property. Tenant represents that it is fully qualified and authorized to do business in the State of Colorado, and that the person signing this Lease on behalf of Tenant is authorized to execute this Lease and bind Tenant to the terms and conditions hereof. 2. LEASED PREMISES. In consideration of the rents, covenants, agreements and stipulations herein contained, Landlord hereby leases and rents unto Tenant, and Tenant hereby agrees to lease and take upon the terms and conditions which hereinafter appear, that portion of the Property, including fixtures and improvements, depicted on Exhibit A attached hereto and incorporated by reference (the "Leased Premises"). 3, TERM OF LEASE. The initial term of this Lease shall be for five (5) years, commencing on the Effective Date and, subject to earlier termination and extension as provided herein, expiring on July 31, 2021. Tenant shall have successive renewal options to extend the Lease for five (5) additional five (5) year terms. Each successive renewal option shall automatically be deemed exercised in the absence of written notice provided by Tenant to Landlord not less than one hundred eighty (180) days prior to the end of the preceding term, communicating Tenant's election not to renew the Lease. 4. RENTAL: SECURITY DEPOSIT. Tenant shall pay Landlord the monthly rental of $1,000.00 due and payable on or before the 1st day of each month during the initial term of the Lease. The annual rent will increase two and one half percent after one year and each year thereafter for the initial term of the lease. All payments shall be made at P.O. Box 1439, Carbondale, CO 81623 or such other location as Landlord shall decide. Tenant has deposited with Landlord $500.00 as a security deposit (the "Deposit"). The Deposit shall be held by Landlord as security for the faithful performance by Tenant of all the terms, covenants, and conditions of this Lease to be kept and performed by Tenant during the term hereof. If Tenant defaults with respect to any provision of this Lease, including, but not limited to, the provisions relating to the payment of rent, Landlord may (but shall not be required to) use, apply or retain all or any part of the Deposit for the payment of any rent or any other sum in default, or for the payment of any amount which Landlord may spend or become obligated to spend by reason of Tenant's default, or to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant's default. In the event that Tenant should abandon or otherwise quit Tenant's occupancy of the Leased Property without the consent of Landlord, the Deposit shall be retained by Landlord in order to compensate Landlord for lost rentals or other damages, if any. Recovery of damages from Tenant, if any, shall not be limited to the amount of the Deposit. 5. PROPERTY TAXES AND ASSESSMENTS. Landlord shall be responsible and liable for all payments of real property taxes and assessments. 6. UTILITY BILLS. Tenant shall pay all charges for utilities provided to the Leased Premises during the term and any extended term of this Lease, including but not limited to water, sewer, gas, electricity, lighting, heat, trash collection and telephone for the Leased Premises. If Tenant fails to pay any of said utility services, Landlord may pay same and such payment may be added to the rent amount next due. All utility bills will be placed in the name of Tenant. If, prior to the bulk propane facility becoming operational, the Landlord installs adequate three phase electric service and a separate meter to the Leased Premises for which Tenant shall pay its pro rata share. Otherwise, the Tenant will install a LPG three phase generator for its operations and will not participate in any future electrical installation unless both parties agree at that time to the installation and each party's participation. 7. USE OF LEASED PREMISES. 7.1 The Leased Premises shall be used for the business of a storage, distribution and transfer facility for bulk propane (liquefied petroleum gas) with a 26,000 gallon propane tank initially and the option to install an additional propane tank of up to 30,000 gallons, and any and all uses incidental or related thereto. The Leased Premises will not be open to the public. Such use is subject to approval by Garfield County of an application for Limited Impact Review. Should Tenant not receive such approval, Tenant may terminate this Lease upon three (3) days written notice and this Lease shall be of no further force or effect. 7.2 The Leased Premises shall not be used for any illegal purpose, nor in any manner so as to create any nuisance or trespass, or in any manner that would cancel the insurance or increase the rate of insurance on the Leased Premises. Tenant shall not commit or allow any waste or nuisance upon the Leased Premises, and shall maintain the Leased Premises in a clean, neat, orderly and attractive condition. 7.3 Tenant shall keep the Leased Premises free and clear of any liens for labor performed thereon or for materials furnished to the Tenant, or Tenant's contractors or subcontractors, or any other person claiming any right to lien for any reason upon the Leased Premises. Tenant shall indemnify Landlord for any and all liability on account of or in respect of any mechanic's lien or any other lien in the nature thereof for work and labor done or materials furnished at the request of the Tenant, for work (in the form of labor and/or materials) performed upon the Leased Premises; and, accordingly, Tenant will either satisfy any such lien or, if Tenant disputes the validity thereof, will defend any action for the enforcement thereof (and if Tenant loses any such action, will cause such lien to be satisfied and released). REPAIRS BY LANDLORD AND TENANT. 8.1 During the term of this Lease, the Tenant shall maintain the Leased Premises and all improvements and other property thereupon in good condition, at Tenant's own expense, and shall make any and all proper or necessary repairs, and replacements to the Leased Premises, and shall keep the Leased Premises in compliance with all applicable laws, regulations and ordinances of public authorities, whether now in effect or hereafter adopted or issued; and, the Landlord shall in no event be liable for or called upon to make or do any repairs, alterations, replacement or maintenance in or upon the Leased Premises or any part or portion thereof. Tenant shall keep all weeds trimmed, shall promptly dispose of all trash and debris, and shall maintain the existing lawn area. Tenant shall also keep the Leased Premises, including all sidewalks, driveways and parking lots reasonably free from ice and snow and free from litter, dirt, debris and obstructions. However, Landlord shall be responsible for all snowplowing of the Leased Premises. Tenant shall install a security fence around the Leased Premises for the protection of Tenant, Landlord and all persons accessing the Property. 8.2 At any termination of this Lease, Tenant shall deliver the Leased Premises back to Landlord in a commercially reasonable and acceptable condition and state of cleanliness and repair, reasonable wear and tear excepted. 9. DESTRUCTION OF OR DAMAGE TO LEASED PREMISES. If Leased Premises are totally destroyed by storm, fire, lightning, earthquake or other casualty, not caused by the acts, omissions or negligence of Tenant, Tenant shall have the option either (a) to terminate this Lease as of the date of such destruction, and rental shall be computed and paid by Tenant or prepaid amounts returned to Tenant as of that date, or (b) to continue the lease, in which event the Landlord, at Landlord's expense, shall make the Leased Premises fit for occupancy by repair or reconstruction, and rent shall abate until the Leased Premises shall be made available for use and occupancy. If Leased Premises are damaged but not wholly destroyed by any such casualties, rental shall abate in such proportion as use of Leased Premises had been destroyed, and Landlord shall restore Leased Premises to substantially the same condition as before damage as speedily as practicable, whereupon full rental shall recommence. In the event the Leased Premises cannot be restored to a fully usable condition within ninety days of the date of partial destruction, Tenant may terminate, in writing, this Lease. Any destruction or damage to the Leased Premises caused by the acts, omissions or negligence of Tenant shall be repaired at the expense of Tenant. 10. INDEMNIFICATION OF LANDLORD, TENANT'S INSURANCE. Except as otherwise provided in this Lease, during the term of this Lease, Tenant shall protect, indemnify, defend and hold harmless the Landlord from and against all claims, demands, liability, losses or costs, whether from injury to persons or loss of life, or damage to property occurring on or -3- within the demised Leased Premises and arising in any manner, directly or indirectly, out of the use and occupancy of said demised Leased Premises by Tenant. Tenant shall defend, indemnify and hold harmless Landlord from and against all claims, demands, liabilities, losses or costs to which Landlord may be subjected for or by reason of any person, firm or corporation seeking to hold or holding Landlord liable or in any way responsible for the debts or obligations incurred in any manner by Tenant, in connection with the conduct and operation of the business conducted from the demised Leased Premises. Tenant shall, at its expense, provide and keep in force for the benefit of Landlord and Tenant comprehensive general liability insurance covering the demised Leased Premises and the business to be operated thereon, in which insurance policy or policies Landlord, as well as Tenant, shall be named as an insured or shall otherwise be covered. Said policy or policies of insurance shall provide for limits of liability for bodily injury and property damage of not less than Two Million Dollars ($2,000,000.00). Tenant shall furnish to Landlord evidence of such insurance on or before the Effective Date and at such other times as Landlord may require and shall include Landlord as an additional insured. Such insurance shall require that the insurance company provide not less than thirty (30) day notice by certified mail to Landlord of any cancellation or any change thereof. Landlord shall not be responsible for any loss or damage to Tenant's personal or business property, or for any loss or damage due to interruption of Tenant's business. Tenant shall carry, at its expense, any insurance it desires to carry on the furnishings, contents, inventory, and all other items of personal property upon the Leased Premises, and any business interruption insurance Tenant desires to have. 11. LANDLORD'S INSURANCE OF THE LEASED PREMISES. Landlord shall keep the building and all improvements located on the Leased Premises insured in the amount of one hundred percent (100%) of the replacement cost of the building and improvements. Such policies shall provide for insurance coverage against such risks as are or shall be customarily covered with respect to buildings and improvements similar in construction, general location, use and occupancy, to the building then on the Property, but not less than those which are included in the customary fire insurance policy for a propane distribution site in the Colorado standard form or extended coverage insurance policy, including fire, windstorm, hail, civil commotion, collapse building, explosion, riot, damage from aircraft and vehicles, smoke and glass, vandalism and malicious mischief. 12. CONDEMNATION. If the whole of the Leased Premises, or such portion thereof as will make the Leased Premises unusable for the purpose herein leased, shall be condemned by any legally constituted authority for any public use or purpose, then in either of said events, the term hereby granted shall cease from the date when possession thereof is taken by public authorities, and rental shall be computed and paid as of said date at Tenant's option. In the event there is a partial taking, Tenant may elect to continue this Lease and the monthly rent shall be proportionately reduced based upon the square feet taken to the total square feet before the taking. Such condemnation, however, shall be without prejudice to the rights of either Landlord or Tenant to recover compensation and damage caused by condemnation from the condemner. 13. ASSIGNMENT AND SUBLETTING. Tenant's interest under this Lease shall not be assigned or sublet without the prior written consent of Landlord. Any sublessee of Tenant, at the option of Landlord, shall become directly liable to Landlord for all obligations of Tenant hereunder, but no sublease by Tenant shall relieve Tenant of any liability hereunder. Landlord is authorized to assign this Lease in its entirety to any subsidiary, corporation or partnership - 4- affiliated with Landlord under the terms of this Lease. 14. DEFAULT. If Tenant should fail to pay any monthly rent installment, applicable adjustment or other monetary obligation hereunder within ten (10) days after receipt of written notice from Landlord of such default, or, if default shall be made in any of the other covenants or agreements herein contained and such default shall continue for a period of ten (10) days after written notice is provide by Landlord to Tenant, or such longer period as shall be reasonably required to correct such non -monetary default; or if a petition for voluntary or involuntary bankruptcy or reorganization under the Bankruptcy Act is filed as to Tenant; or if a receiver is appointed for Tenant's property; or if, whether voluntarily or involuntarily, Tenant takes advantage of any debtor relief proceedings under any present or future law, whereby the rent or any part thereof is, or is proposed to be, reduced or payment thereof deferred; or if Tenant makes an assignment for the benefit of creditors; or if Tenant's effects should be levied upon or attached under process against Tenant; then, and in any of said events, Landlord, at its option, may terminate this Lease by written notice to Tenant whereupon this Lease shall terminate immediately and possession of the Leased Premises shall immediately be returned to Landlord. Landlord or its attorney may give any notice provided in this paragraph. Upon such termination by Landlord, Tenant will at once surrender possession of the Leased Premises to Landlord and remove all of Tenant's effects there from; and Landlord may forthwith re-enter the Leased Premises and repossess itself thereof, and remove all persons and effects there from, using such force as may be necessary without being guilty of trespass, forcible entry, detainer or other tort. If Tenant refuses to surrender possession immediately, Landlord may institute appropriate legal proceedings and Tenant agrees the Landlord may obtain injunctive relief for removal of Tenant should Tenant's leasehold become subject to termination hereunder. 15. RELETTING BY LANDLORD. Upon the breach of this Lease or any term thereof, Landlord may either terminate this Lease or, as Tenant's agent without terminating this Lease, may enter upon and rent the Leased Premises at the best price obtainable by reasonable effort, and Tenant shall be liable to Landlord for any deficiency between Tenant's rent hereunder and the price obtained by Landlord upon reletting. 16. ENTRY BY LANDLORD. Landlord may enter the Leased Premises at reasonable hours to make repairs required of Landlord under the terms hereof, or for any other lawful purpose, subject always to Tenant's rights of quiet enjoyment of the Leased Premises hereunder. Except in the case of an emergency, any entry by Landlord shall be during normal business hours, and subject to advance notice to Tenant. 17. EFFECT OF TERMINATION OF LEASE. No termination of this Lease prior to the normal ending thereof, by lapse of time or otherwise, shall affect Landlord's right to collect rent for the period prior to the termination thereof. Upon any termination of this Lease, Tenant shall be allowed one hundred eighty (180) days to remove its personal property from the Leased Premises. 18. LEASEHOLD ESTATE. This Lease shall create the relationship of Landlord and Tenant between the parties hereto. Tenant's interest in the Leased Premises is limited strictly to a leasehold interest, personal to Tenant, and is not subject to levy or sale, nor assignable by Tenant, except as expressly provided above. -5- 19. ATTORNEYS' FEES. In the event that either party takes legal action against fficr other to enforce the terms of this Lease.-Ihe_orevailing w - w fri � thv -r other all reasonable attorney's fees and costs incurred. Ulj&*I IN! LUJIL-Ij HAIM M-1 U -11 -MM mi i xn�xm Iff 14A INIMPAM41 114 M I v MR, M14043 J atom InsmMa# 21. MA&VER OF RIGHTS. No failure of Landlord to exercise any power given Landlord hereunder- or to insist up -on st *'�U&z&4-Xs hw.;gUnfor, and no custom or practice of the parties at variance with the terms hereof shall constitute a waiver of Landlord's right to demand exact compliance with the terms hereof, 22. LEGALITY OF AGREEMENT. In the event any portion or portions of thl Lease are declared unconstitutional, illegal, void, or of no force and effect, the balance of sa Lease shall remain in full force and effect and enforceable as a binding contract. 23. TERMS INCLUSIVE. "Landlord" as used in t1iis Lease shall include thi; Landlord, its representatives, assigns, and successors in title to the Leased Premises. "Tenant" shall include the Tenant, its representatives, and if this Lease shall be validly assigned or sublet, shall include also Tenant's assignees or subleases, as to such assignment or sublease. 24. ENTIRE AGREEMENT. This Lease contains the entire agreement between till parties hereto and no representations, inducements, promises or agreements, oral or otherwi between the parties not embodied herein, shall be of any force or effect. i 25. BINDING EFFECT. This Lease shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. IN WITNESS WHEREOF, the parties have executed this Lease on the dates specified below their signatures. LANDLORD: ALL VALLEY STORAGE LLC By: --30, Date: O's - toy (—A -b TENANT: ROARING FORK VALLEY COOPERATIVE ASSOCU.TIOV By: Qw Tom McWayer Date: SW6;;7-V16 CERTIFICATE OF LIABILITY INSURANCE 8/10E(MMI D/YYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER KFSA 1515 East 30th Hutchinson KS 67502 NAMEACT Angelo Pedro PHONE .620-662-5406 FAX 620-662-0662 (A/, "° E-MAIL a edro kfsa.com P @ INSURER(S) AFFORDING COVERAGE NAIC # 8/1/2016 INSURER A: Farmland Mutual Insurance Company 13838 EACH OCCURRENCE $1,000,000 INSURED ROARFOR-01 INSURER B: Roaring Fork Valley Coop Assn 760 Highway 133 Carbondale CO 81623-1595 INSURER C : INSURER D INSURER E PRODUCTS - COMP/OPAGG $2,000,000 INSURER F: A COVERAGES CFRTIFICATF NIIMRFR- 1169570943 RFVICIr1IV IIJI IML2CD- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IEFF LTR TYPE OF INSURANCE INSD �bUISKWVD POLICY NUMBER MM% IDY/VWY POLICY EXP MM/DDIYYYY LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS-MADEXI OCCUR X Contractual CPP100017A 8/1/2016 8/1/2017 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED PREMISES Eaoccu«ence $100,000 MED EXP (Any one person) $5,000 PERSONAL &ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY PRO [71a LOC JECT OTHER: GENERAL AGGREGATE $2,000,000 PRODUCTS - COMP/OPAGG $2,000,000 $ A AUTOMOBILE X FXXALL LIABILITY ANY AUTO OWNED SCHEDULED AUTOS AUTOS HIREDAUTOS X NON -OWNED AUTOS MCS -90 X CA 9948 CPP100017A 8/1/2016 8/1/2017 Ea accident) LE LIMIT$1,000,000 BODILY INJURY (Per person) $ BODILY INJURY Per accident $ ( ) 70PERTYDAMAGE Peraccident $ Broadened Pollution $ A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE CU 100017A 8/1/2016 8/1/2017 EACH OCCURRENCE $5,000,000 AGGREGATE $5,000,000 DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? ❑ (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A PERTOTH- S TAUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYE $ E.L. DISEASE - POLICY LIMIT $ A Commercial Property Commercial Property COP100017A 8/1/2016 8/1/2017 Blanket Limit per Loc Property in Transit 50,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Urzrc I trwri I c ALL VALLEY STORAGE LLC 0082 COUNTY ROAD 113 CARBONDALE CO 81623 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 91988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD