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HomeMy WebLinkAboutPR 19344: 2 YEAR LEASE WITH ACADIAN AMBULANCE SERVICE P.R. NO. 19344 03/30/16 gt RESOLUTION NO. A RESOLUTION AUTHORIZING A TWO (2)YEAR LEASE AGREEMENT BETWEEN THE CITY OF PORT ARTHUR AND ACADIAN AMBULANCE SERVICE, FOR THE PREMISES LOCATED AT 3400 MEMORIAL BOULEVARD WHEREAS, the City of Port Arthur is the owner of an approximately 3,582 square foot facility located at 3400 Memorial Boulevard; and WHEREAS, it is deemed in the best interest of the City of Port Arthur to enter into a two (2) year lease agreement with Acadian Ambulance Service, with two (2) consecutive two year renewal options, in substantially the same form as attached hereto as Exhibit"A". NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR: Section 1. That the facts and opinions in the preamble are true and correct. Section 2. That the City Council authorizes the execution of a two (2) year lease with Acadian Ambulance Service, with two (2) consecutive two year renewal options, in substantially the same form as attached hereto as Exhibit "A". Section 3. That a copy of the caption of this Resolution shall be spread upon the Minutes of the City Council. READ, ADOPTED, AND APPROVED, this day of , 2016 AD, at a Regular Meeting of the City Council of the City of Port Arthur, Texas by the following vote: AYES: Mayor: Councilmembers: S.pr19344 NOES: . Mayor ATTEST: City Secretary APPR V S TO ORM: City Attorney APPROVED FOR ADMINISTRATION: City Manager s.pr19344 EXHIBIT "A" s.pr19344 LEASE AGREEMENT THIS LEASE AGREEMENT ("Lease") is made and entered into as of the date hereinafter written by and between the CITY OF PORT ARTHUR, a Texas municipality ("Landlord") and Acadian Ambulance Service ("Tenant") . ARTICLE I SUMMARY OF BASIC LEASE PROVISIONS AND DEFINITIONS 1.01 LANDLORD: City of Port Arthur 1.02 ADDRESS OF LANDLORD: P.O. Box 1089, Port Arthur, Jefferson County, Texas 77641 1.03 TENANT: Acadian Ambulance Service "Acadian" 1.04 ADDRESS OF TENANT: 3400 Memorial Boulevard Port Arthur, Jefferson County, Texas 77640 1.05 PREMISES: Approximately 3, 582 square feet of which as used herein, the term "Building" refers to the location at 3400 Memorial Boulevard on the NE corner of Memorial Boulevard and 32"d street. A Legal description of the Building and surrounding premises is attached hereto as Exhibit "A-] " and a Floor Plan of the Premises is attached hereto as Exhibit "A-2", both being fully incorporated herein. 1 1.06 ADDRESS OF PREMISES: 3400 Memorial Boulevard, Port Arthur, Jefferson County, Texas 77640. 1.07 COMMENCEMENT DATE: April 1, 2016 1.08 EXPIRATION DATE OF INITIAL TERM: Two (2) years from the Commencement Date, subject to the terms of Section 2.02 herein. (April 1, 2016 to March 31, 2018) 1.10 RENEWAL OPTIONS: Two (2) consecutive two year renewal options with rental escalation as set forth in Section 2.03. 1.11 RENTAL: First Year: $23, 283.00 per year, $1, 940.25 per month, payable in twelve (12) installments due on the first day of the month starting with the first month after the Commencement Date, Second Year: $1, 940.25 per month payable in (12) monthly installments. 1.12 PERMITTED USE: Operation of an ambulance service and related business services. 1.13 ADDRESS FOR NOTICE: Landlord: City Manager, City of Port Arthur P.O. Box 1089 Port Arthur, Texas 77641-1089 Telephone Number (409) 983-8101 Fax Number (409) 983-6743 2 With a Copy to: City Attorney P.O. Box 1089 Port Arthur, Texas 77641 Telephone Number (409) 983-8126 Fax Number (409) 983-8124 Tenant: Acadian Ambulance Service "Acadian" 3400 Memorial Boulevard Port Arthur, Jefferson County, Texas 77640 1.14 SCHEDULE OF EXHIBITS: (1) Exhibit A-1 Legal Description (2)Exhibit A-2 Floor Plan of Premises In the event of any conflict between any of the provisions of this Article I on the one hand, and the other provisions of this Lease on the other hand, the latter shall control. ARTICLE II 2.01 Premises. Subject to and upon the terms and conditions set forth herein, and in consideration of the Rent (as herein defined) , duties, covenants and agreements of the other hereunder, Landlord hereby leases, demises and lets to Tenant, and Tenant hereby leases from Landlord, for the Term, including all renewals, if any, the Premises located in a portion of the Building constructed on the tract of land situated in Jefferson County, Texas, which tract is more particularly described by on Exhibit "A-1" attached hereto and made a part hereof for all purposes ("Building Site") . The Building Site consists of the Building and the landscaping, parking areas and common areas appurtenant thereto. The Premises are outlined and crosshatched on the floor plan attached hereto as Exhibit "A-2" and made a part hereof for all purposes. The Building Site contains certain elements such as landscaping, driveways, easements, rights of way, parking areas, sidewalks, service areas (inside and outside of the Building) , restrooms, utility rooms, stairways and other improvements serving the Building in general. 3 2.02 Renewal Option. So long as Tenant is not in default of any of the terms and conditions of this Lease, Tenant shall have the option to renew this Lease beginning March 31, 2018 for two (2) additional and consecutive terms of two (2) years each, on the same terms and conditions as contained herein, subject to the approval of the City Council of the City of Port Arthur. During the first two year renewal term shall be $1, 940.25 per month (for each year of the two (2) year period) and Rental during the second two year renewal term shall be $2,040.25 per month (for each year of the two (2) year period) . Tenant's election of the option to renew shall be in writing sent to the Landlord no later than three (3) months prior to the termination of the primary lease term or renewal period, as applicable. 2.03 Rent. As used in this Lease, the term "Rent" shall mean Rental, and all other sums payable by Tenant to Landlord under any provisions of this Lease. In consideration of Landlord leasing and demising to Tenant the Premises for the Term, Tenant hereby promises and agrees to pay to the order of Landlord, at the address specified in Section 1.02 above, or at such other address as Landlord shall from time to time designate in writing to Tenant, without demand, deduction, abatement, or set-off (except as otherwise expressly provided for herein) in lawful money of the United States of America, Rent. Rent shall be due and payable on the first day of each month of the Lease Term. This is deemed to be a gross lease, meaning that Tenant shall not be responsible for any maintenance or operating costs, real property taxes or insurance on the Property other than as expressly stated herein. 2.04 Past Due Payments. All past due payments of Rent and other sums due from Tenant under this Lease shall bear interest at the lesser of (i) the then maximum lawful non-usurious rate, or (ii) eight percent (8%) per annum, from the date due until paid. Such past due penalty shall be assessed only after Landlord has provided Tenant a written notice, with a five (5) day cure period, of the Tenant's failure to pay Rent. Failure of Landlord to enforce the payment of such interest with respect to any past due Rent shall not constitute a waiver of Landlord's right to enforce the payment of such interest with respect to any future payment of Rent which is not paid when due. The charging of interest on past due Rent pursuant to this Section 2.04 shall not constitute a waiver of 4 Landlord's rights to declare a default hereunder by reason of any Rent not being paid promptly when due. ARTICLE III COVENANTS OF LANDLORD 3.01 Maintenance. Except as noted in Section 4.04, Landlord covenants and agrees to make such repairs to the Building and the Premises as may be required for normal maintenance operations resulting from normal wear and tear, which shall include the maintenance of the outside of the Building, painting and/or repairing of walls, roof, floors, corridors, windows and other structures and equipment, including but not limited to any HVAC systems installed on or servicing Premises or Building, within and serving the Premises -and the common areas of the Building, maintenance of the plumbing and electrical systems for the Building and Premises, maintenance of all exterior lighting of the Building and Parking Areas and such additional maintenance as may be necessary because of damage by persons other than Tenant, its employees, agents, invitees and guests. The obligation of Landlord to repair the Premises shall be limited to the replacement or repair of improvements in the Premises at the time the damage occurred. 3.02 Signs. Landlord covenants and agrees to allow Tenant to place signage on the Memorial Boulevard side of the Building identifying Tenant on the Building Tenant may alter the faces of the existing signs to indicate the new ownership. All such signage shall be at Tenant's expense. 3.03 Quiet Enjoyment. Landlord covenants and agrees, subject to the other terms hereof, that so long as Tenant is not in default under this Lease. Tenant shall peaceably and quietly hold and enjoy the Premises for the Term and any extensions or renewals thereof without interruption by Landlord or any person or persons lawfully or equitably claiming by, through or under Landlord. It is understood and agreed that this covenant and any and all other covenants of Landlord contained in this Lease shall be binding upon Landlord, its successors and assigns, only with respect to breaches occurring during its and their respective ownerships of the Landlord's interest hereunder. 5 ARTICLE IV COVENANTS OF TENANT 4.01 Payment. Tenant covenants and agrees to pay all Rent provided to be paid to Landlord hereunder at the times and in the manner herein provided. 4.02 Utilities. Tenant shall be responsible for payment of electricity, gas, water and sewer services to the Premises in customary amounts during normal business hours. Tenant shall further be responsible for providing and paying for its own telephone and security monitoring services. 4.03 Use of Premises. At all times during the Term of this Lease, Tenant covenants and agrees to use and occupy the Premises in a careful and proper manner. Additionally, Tenant covenants and agrees to use and occupy the Premises so as to not increase the rate of fire insurance coverage on the Building, nor create any nuisance by its operations in the Premises. 4.04 Maintenance and Repair. At all times during the Term of this Lease, at Tenant's sole cost and expense, Tenant covenants and agrees to keep and maintain (including repairing and replacing, when necessary) the interior of the Premises and all of Tenant's improvements, equipment, installations, fixtures, and other personal property located in, related to, or serving the Premises (wherever situated) , in a clean and attractive condition, in good repair, and fully operational, except only for any repairs necessitated by fire or other casualty for which repairs Landlord is responsible pursuant to Section 5.04 hereof. Notwithstanding any other provisions of this Section 4.04 to the contrary, Tenant's obligations pursuant to this Section 4.04 shall not supersede or diminish Landlord's obligations pursuant to the provision of Sections 3.01 and 3.02 hereof. Therefore, Tenant covenants and agrees to repair or replace, at Tenant's cost and expense, only that damage or injury done to the Premises, the Building, the Building Site, or any part thereof, caused by Tenant or Tenant's agents, employees, contractors, customers or invitees; provided, however, that Landlord shall have the right to approve all contractors and subcontractors making such repairs or replacements, and provided, further, that if Tenant fails to make such repairs or replacements promptly, Landlord may, at its option, make such repairs or replacements and Tenant shall repay the cost thereof to Landlord on demand. Tenant shall not be responsible for any repairs 6 to the central plumbing or central electrical, all of which shall be maintained by Landlord. Tenant shall replace light bulbs inside the Premises, as needed. 4.05 Notice of Needed Repairs. At all times during the Term of this Lease, Tenant covenants and agrees to promptly notify Landlord of any defective condition in any mechanical, plumbing or electrical systems located in, serving, or passing through the Premises, or any other defective condition known to Tenant, Tenant's agents, or employees. 4.06 Surrender. Tenant covenants and agrees not to commit any waste or damage on or allow any waste or damage to be committed on any portion of the Premises, the Building or the Building Site, and at the termination of this Lease, by lapse of time or otherwise, to surrender the Premises to Landlord in as good condition as at the date of possession by Tenant, ordinary wear and tear excepted, and upon such termination of this Lease Landlord shall have the right to reenter and resume possession of the Premises. 4.07 Assign and Sublet. Tenant covenants and agrees not to assign this Lease or sublet the Premises or any portion thereof, without the prior written consent of Landlord, and any attempted assignment or subletting without any such consent, whether express or by operation of law, shall be void. Upon Tenant's request for Landlord's consent, Landlord shall have the right to immediately terminate this Lease, thereupon releasing Tenant from all obligations hereunder, or in the alternative, to give, or refuse to give, such consent. Landlord and Tenant specifically agree that in the event of any approved assignment or subletting, the rights of any such assignee or subtenant of Tenant herein to the use and occupancy of the Premises shall be subject to the covenant to pay Rent, and Landlord may collect Rent directly from such assignee or subtenant and apply the amount so collected to the Rent due hereunder. Any such consent to or recognition of any such assignment or subletting shall not constitute a waiver of Landlord's right to require such consent for any future assignment or subletting. In the event of an approved assignment or subletting, Tenant will be relieved from liability and responsibility for all rents and obligations herein imposed upon Tenant unless the assignment provides otherwise. In the event Landlord shall sell, convey, lease or assign all or any portion of Landlord's interest in the Building or the Building Site, the grantee shall take such property subject to the terms hereof and shall be subrogated to all of the rights, obligations and privileges of Landlord hereunder. 7 4.08 Regulations. Tenant covenants and agrees to comply with all laws, ordinances, orders, rules and regulations (state, federal, municipal and other agencies or bodies having any jurisdiction thereof) in effect now or in the future, relating to the use, condition or occupancy of the Premises. Landlord will be responsible for compliance with state and federal laws, ordinances, orders, rules and regulations for the exterior portion of the Premises and the Building. 4.09 Entry. Tenant covenants and agrees to permit Landlord, its agents and representatives the right of entry into and upon any part of the Premises at all reasonable hours during Tenant's business hours to inspect same, clean or make repairs, alterations or additions thereto, as Landlord may deem necessary or desirable. However, Tenant reserves the right to keep certain rooms where confidential records and medical supplies, including but not limited to all medications, stored under lock and key. Entry to these rooms by Landlord shall be made only with permission from Tenant and in the presence of Tenant' s representative. ARTICLE V 5.01 Holding Over. In the event of holding over by Tenant after expiration or earlier termination of this Lease without the written consent of Landlord, since tenancy shall be deemed to be a tenancy from month to month and Rent due from Tenant during such period shall be 110% of the Rent during the final month of this lease. No holding over by Tenant after the expiration or earlier termination of the Lease shall operate to extend the Term. Landlord may terminate such holdover tenancy with one hundred and twenty (120) days advance written notice to Tenant. 5.02 Destruction. In the event of a fire or other casualty in the Premises or the Building, Tenant shall immediately give notice thereof to Landlord. If the Premises shall be partially destroyed by fire or other casualty so as to render the Premises untenantable, Rental shall abate thereafter until such time as the Premises are made tenantable by Landlord; provided, however, that if the premises are partially destroyed but are only rendered partially untenantable, there shall only be a partial abatement of Rental corresponding to the time and extent to which the Premises cannot be used by Tenant. In the event of the 8 total destruction of the Premises, or in the event the Premises or any other part of the Building shall be so damaged that Landlord, in its sole discretion, shall decide not to rebuild, then, upon notice from Landlord, this Lease shall terminate and all Rental owed up to the time of destruction shall be paid by Tenant and thereupon this Lease shall cease and come to an end. If the Premises are damaged and cannot be restored within sixty (60) calendar days, Tenant shall have the option to terminate this Lease effective as of the date of destruction regardless of whether or not Landlord decides to rebuild. Tenant shall give Landlord written notice of its election to terminate no later than 30 days after Tenant receives notice from Landlord that Landlord intends to rebuild the Building and Premises. Landlord agrees to try to relocate Tenant in other space if available in the Building during the time the Premises cannot be occupied. 5.03 Removal of Property. Tenant shall bear no cost for the removal of any property or equipment left in the Building (excluding the Premises) or in the Premises after the termination of this Lease. Tenant may, but shall not be obligated to, remove its trade fixtures, furniture and equipment from the Premises so long as (a) such removal is made no later than ten (10) business days following the termination of the Term of this Lease; (b) an "Event of Default" (as defined herein) does not exist at the time of removal; and (c) such removal is effected without material damage to the Premises or the Building, normal wear and tear excepted and Tenant promptly repairs all damage caused by such removal. Tenant shall not be obligated to remove any property or improvements from the Premises at Lease termination and all property remaining in the Premises more than ten (10) business days following termination of this Lease shall become the property of Landlord. Landlord shall have no liability to store or otherwise account to Tenant for any such property remaining more than ten (10) business days after the termination of this Lease. ARTICLE VI DEFAULT AND REMEDIES 6.01 Default. The occurrence of any of the following events or the existence of any of the following conditions shall constitute an "Event of Default" by Tenant hereunder: 9 A. The failure or refusal by Tenant to timely pay Rent after the expiration of a period of five (5) business days following written notice from Landlord to Tenant advising Tenant of such failure; provided, however, Landlord shall not be required to notify Tenant of a failure to timely pay Rent more than two (2) times in any twelve (12) consecutive calendar month period; B. The failure or refusal by Tenant to comply with, perform, or observe any covenant, condition, agreement, obligation, or undertaking (other than the payment of Rent) required or agreed to be complied with, performed, or observed by Tenant herein after the expiration of a period of thirty (30) calendar days following written notice from Landlord to Tenant of such failure, which notice shall set forth in reasonable detail the nature and extent of such default and/or failure; provided, however, if such default or failure cannot reasonably be cured within such thirty (30) calendar day period, the time to cure such default or failure shall be extended for a reasonable amount of time in order to permit Tenant to cure such default or failure, provided Tenant commences curing such default and/or failure within such thirty (30) day period and continues the curing thereof with due diligence, speed, and continuity; C. Tenant forfeits or otherwise loses its charter or authority to do business in Texas, or liquidates. 6.02 Remedies. This Lease, the Term, and Tenant's leasehold interest in the Premises hereby granted are subject to the limitation that if and whenever any Event of Default shall exist or occur, in addition to all other rights and remedies given hereunder or by law or equity, without further notice or demand, upon the occurrence of any Event of Default by Tenant or at any time thereafter, at Landlord's option, Landlord may terminate this Lease and Tenant's leasehold interest in the Premises, in which event Tenant shall surrender the Premises to Landlord within thirty (30) calendar days after the termination date. 6.03 Tenant's Liability for Rent. In the event Landlord elects to terminate this Lease by reason of an Event of Default, Tenant shall be and remain liable to Landlord for all Rent accrued to the date of such termination of this Lease, in no event shall Tenant be entitled to any excess of Rent (or Rent plus other sums) obtained by reletting over and above the Rent provided for in this Lease. Landlord shall be entitled to bring an action to recover Landlord's actual damages against Tenant. 10 6.04 Landlord's Default, Tenant's Remedy. In the event of any default by Landlord hereunder, Tenant shall be entitled to bring an action to recover Tenant's actual damages against Landlord. Landlord expressly waives any defenses of governmental immunity from suit and liability in contract. Tenant hereby waives, releases, abandons, and relinquishes the benefit of all laws granting Tenant any lien upon any property of Landlord and/or upon Rent due Landlord. Prior to commencing any action for damages against Landlord, Tenant shall give Landlord written notice of Landlord's default, specifying such default with particularity, and Landlord shall have thirty (30) calendar days (plus such additional reasonable period of time as may be required in the exercise by Landlord of due diligence) in which to cure any such default. Unless and until Landlord fails to cure any default after notice, Tenant shall not have any remedy or cause of action by reason thereof. In addition, prior to commencing any action against the Landlord, Tenant may request non-binding mediation with a mediator chosen by Landlord. All obligations of Landlord hereunder are covenants, not conditions; and, subject to and in accordance with the provisions hereof, all obligations of Landlord hereunder will be binding upon any particular Landlord only during the period of the Lease and not theretofore or thereafter. 6.05 Attorney's Fees. In the event either Landlord or Tenant files suit to enforce any covenant of this Lease, and such suit results in a final judgment, the party against whom judgment is rendered shall pay reasonable costs and expenses of suit by the prevailing party, including such reasonable attorney's fees as shall be fixed by the court. 6.06. Waiver. One or more waivers of any breach or violation of any covenant or condition herein contained shall not be deemed to be a waiver of any subsequent violation or breach of the same or any other covenant or condition herein contained, and the consent or approval by either party to any act by the other, which act requires the consent or approval of the other party, shall not be deemed to waive or render unnecessary the future requirement of consent or approval to the same or similar act, and the subsequent acceptance of Rent hereunder shall not be deemed to be a waiver of any preceding breach by Tenant, other than the failure of Tenant to pay the particular Rent so accepted, regardless of Landlord's knowledge of such preceding breach at the time of 11 acceptance of said Rent. No express covenant, term or condition of this Lease shall be deemed to have been waived by either party, unless such waiver is in writing. ARTICLE VII INSURANCE 7.01 Landlord's Insurance. During the Term of this Lease, Landlord shall insure or cause to be insured the Building Site and the Building standard improvements (excluding any property which Tenant is required to insure pursuant to the provisions of Section 7.02 hereof) by a policy of all risk insurance, which includes but is not limited to fire insurance and property casualty insurance, and public liability insurance in an amount and with such deductions as Landlord, from time to time, shall deem appropriate. Landlord may, but shall not be obligated to, take out and carry any other form or forms of insurance as Landlord may reasonably determine advisable. Such liability insurance shall be for General Liability and shall be in the following names and tax identification numbers: Acadian Ambulance Service TIN . Landlord agrees that copies of the policy(s) will be delivered to Tenant as soon as practicable after the placing of the required insurance, but in no event any later than 30 days after the Commencement Date. Landlord is not obligated to carry insurance of any kind on any of Tenant's furniture or furnishings, or on any of Tenant's fixtures, equipment, improvements, or appurtenances under this Lease, and Landlord shall not be obligated to repair any damage thereto or replace the same other than as provided in Sections 3.02 and 5.04. 7.02 Tenant's Insurance. At all times during the Term of this Lease, Tenant covenants and agrees that, at Tenant's sole cost and expense, Tenant shall obtain and maintain in full force and effect, the following insurance: A. All risk insurance upon property of every description and kind owned by Tenant and located in the Building site or for which Tenant is legally liable, or installed by or on behalf of Tenant including, without limitation, furniture, fittings, installations, fixtures, and any other personal property, above Building standard leasehold improvements, and alterations in an amount not less that the full replacement cost thereof. Landlord shall not be obligated to carry 12 any insurance on those items to be insured by Tenant pursuant to this Section 7.02. B. Comprehensive general liability insurance coverage (either primary and/or umbrella policies) to include personal injury, bodily injury, broad form property damage, operations hazard, owner's protective coverage, contractual liability, and products and completed operations liability, in limits not less than One Million and No/100 Dollars ($1, 000,000.00) inclusive. C. Worker's Compensation and Employer's Liability insurance with a waiver of subrogation endorsement, in a form and an amount reasonably satisfactory to Landlord. All policies shall be taken out with insurers that are "A" rated or above. Except for the insurance required by Section 7.02 (C) hereof, all policies of insurance which Tenant is required to obtain and maintain hereunder shall name Landlord as an additionally insured party thereunder. Tenant agrees that certificates of insurance shall be delivered to Landlord as soon as practicable after the placing of the required insurance. All policies shall contain an undertaking by the insurers to notify Landlord in writing not fewer than thirty (30) calendar days before any material change, reduction in coverage, cancellation, or other termination thereof. The limits of such insurance shall not limit the liability of Tenant hereunder. Tenant may carry such insurance under one (1) or more blanket policies, provided such policies have a landlord's protective liability endorsement attached thereto. 7.03 Waiver of Subrogation. A. To the extent that the coverage of their respective insurance policies is not adversely affected, Landlord and Tenant release each other and their respective officers, directors, employees, and agents from any claims for loss or damage to any person or property on the Premises which is caused by or which results from risks insured against under insurance policies carried by Landlord or Tenant and in force at the time of any such loss or damage. The foregoing release shall not apply to property losses or damages in excess of policy limits or to losses or damages not covered by insurance due to a deductible clause in the policy. B. Upon written request after signing this Lease, but before any loss or damage occurs, Landlord or Tenant may require that the other party's respective fire/casualty and liability insurance policy provide a waiver for all right of 13 recovery by way of subrogation in connection with any loss or damage covered by such insurance policies. C. Notwithstanding the foregoing, if such waiver of subrogation is not incorporated into the policy and cannot be procured or if it can be procured only with an additional premium charge, such party shall furnish to the other party written evidence from the insurance company or insurance agent, verifying that such waiver is (1) not obtainable or (2) not obtainable without extra charge. Thereafter, within a reasonable time after receiving such notice, the party for whose benefit the waiver is sought may (1) agree to pay any additional charge necessary to obtain the waiver of subrogation or (2) place the insurance with a company which is reasonably satisfactory to the other party and to such party's mortgagees with a policy of the same terms and coverage, the extra cost of which will be entirely borne by the party for whose benefit the waiver of subrogation is sought. D. Upon written request, Lessor and Lessee shall furnish to each other certificates of insurance referred to in this Lease, including any waivers of subrogation, or satisfactory evidence of same. ARTICLE VIII 8.01 Successors and Assigns. This Lease shall be binding upon and inure to the benefit of the successors and assigns of Landlord, and shall be binding upon and inure to the benefit of Tenant, its successors, legal representatives, and to the extent assignment may be approved by Landlord hereunder, Tenant's assigns. 8.02 Certifications. Landlord and Tenant shall, at any time and from time to time during the Term upon not less than ten (10) business days prior written notice request therefor from the other said party, execute, acknowledge and deliver unto the requesting party a statement or statements in writing, certifying (if such be true) that this Lease is unmodified and in good standing (or if modified, then in good standing as modified, stating the modification) , and the date or dates, if any, to which Rental or other sums hereunder, if any, have been paid in advance, it being the intention of the parties hereto that any such statement may be relied upon by any prospective purchaser, mortgagee or assignee of any mortgagee of the Premises, the Building or the Building Site, or 14 any part thereof, by any other tenant in the Building or by any approved assignee or subtenant of Tenant herein. 8.03 Notices. All notices required or permitted to be given hereunder by either party hereto to the other said party, shall be deemed sufficiently given or made upon receipt when mailed by United States Registered Mail, Return Receipt Requested, adequate postage prepaid, or sent via nationally recognized overnight delivery service to the addresses set forth in Section 1.13 of this Lease. Either party hereto may, by notice to the other party in the manner herein provided, change its address for notice. 8.04 Payments. No payment made by Tenant or received by Landlord in an amount less than the amount of Rental or any other sum due and owing shall be deemed to be other than on account of the earliest stipulated amount of Rental or other sum, and no endorsement or statement on any check or any letter accompanying any check or payment of such Rental or other sum shall be deemed an accord and satisfaction, and Landlord may accept any such check or payment without prejudice to Landlord's right to recover the balance of such rent or to pursue any other remedy in this Lease or by law or equity provided Landlord. All payments due hereunder shall be deemed made on the date received by Landlord and not on the date mailed. 8.05 Entire Agreement. This Lease, the Exhibits attached, and any rider or riders attached hereto and forming a part hereof, contain and set forth the entire agreement and understanding between the parties hereto concerning the Premises, and there are no covenants, promises, agreements, conditions or understandings, either oral or written, between said parties other than as herein expressly set forth. All prior agreements, understandings or representations made by the parties are hereby revoked and this Lease is acknowledged by both parties as the entire understanding on all matters related to Tenant's leasing of the Premises. Except as herein otherwise provided, no subsequent alteration, amendment, change or addition to this Lease shall be binding upon either party hereto, unless reduced to writing and signed by both Landlord and Tenant. 8.06 No Partnership. Landlord does not, by virtue of this Lease, become a partner of Tenant, or a joint venturer or a member of a joint enterprise with Tenant, in the conduct of Tenant's business. 15 8.07 Force Majeure. In the event either party hereto shall be delayed, hindered. or prevented from the performance of any act required hereunder by reason of strike, lockouts, labor disputes, labor troubles, inability to procure materials, failure of power, restrictive governmental laws or regulations, riots, insurrection, war or other reason of like nature not the fault of the party so delayed, then the performance of any such act shall be extended for a period equivalent to the period of such delay. 8.08 Captions. The captions, paragraph numbers and article numbers appearing in this Lease are inserted only as a matter of convenience and in no wise define, limit, construe or describe the scope or intent of such paragraphs or articles, nor in any wise affect this Lease. 8.09 Pronouns. The use of the neuter singular pronoun to refer to Landlord or Tenant shall be deemed a proper reference even though Landlord or Tenant may be an individual, a partnership, a corporation, or a group of one or more individuals or corporations. The necessary grammatical changes required to make the provisions of this Lease apply in the plural sense where there is more than one Landlord or Tenant, and to either corporations, associations, partnerships or individuals, males or females, shall in all instances be assumed as though in each case fully expressed. 8.10 Brokerage. Each party hereto represents and warrants unto the other that there are no claims for brokerage, commissions or finder's fees in connection with the negotiation or execution of this Lease. 8.11 Severability. If any provision, covenant or condition of this Lease or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such provision, covenant or condition to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each provision, covenant or condition of this Lease shall be valid and shall be enforced to the fullest extent permitted by law. 8.12 Authority. Each individual executing this Lease on behalf of an entity represents and warrants that he or she is duly authorized to execute and deliver this Lease on behalf of the entity in accordance with its governing documents. 16 If requested, a party, within thirty (30) days of the request, will deliver to the other party evidence of the authority of such party to enter into and deliver this Lease, which evidence shall be certified by an officer, partner or member of the entity, as appropriate. EXECUTED and to be made effective as of the day of , 2016. LANDLORD CITY OF PORT ARTHUR, TEXAS By: Name: Brian McDougal Title: City Manager TENANT ACADIAN AMBULANCE SERVICE By: Name: Title: 17 EXHIBIT "A-I" TO LEASE LEGAL DESCRIPTION -Lots numbered One, Two and Three (1) , (2) , (3) , in Block Number One (1) of R. Schulz near the City of Port Arthur, Jefferson County, Texas, as the same appears upon the map or plat thereof, on file and of record in Vol. 6, page 96, Map Records of Jefferson, County, Texas. 18 EXHIBIT "A-2" TO LEASE FLOOR PLANS OF PREMISES (Attached) 19 IN WITNESS WHEREOF, Landlord and Tenant have executed this Memorandum of Lease, as of the day and year first above written. CITY OF PORT ARTHUR, TEXAS ACADIAN AMBULANCE SERVICE By: By: Brian E. McDougal Name: City Manager Title: 20