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HomeMy WebLinkAboutPR 17516: GULF COAST HEALTH CENTER LEASE AGREEMENT EXHIBIT "A" TO P.R. NO. 17516 (Texas) LEASE AGREEMENT This Lease Agreement (the "Lease ") is made and entered into effective the 1st day of April, 2013• (the "Effective Date ") by and between: The City of Port Arthur ( "Landlord ") and Gulf Coast Health Center Inc. ( "Tenant "). In consideration of the mutual covenants set forth herein, Landlord and Tenant hereby agree as follows: Premises. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord, for the rental and on the terms and conditions set forth in this Lease, approximately 5,028 square feet (tthe "Premises ") of rentable area consisting of office building commonly referred to as West Side Health Center (the "Building ") located on the real property more fully described by metes and bounds on Exhibit "A" attached hereto and incorporated herein (the "Land "), which Building has a street address of: 601B Rev. Ransom Howard Dr, Port Arthur, Texas 1. The Premises are further described in Exhibit "B" attached hereto and incorporated herein. The rentable area in the Premises is hereby stipulated for all purposes hereof to be 5,028 square feet, whether the same should in fact be more or Tess and regardless of the reason for any difference between,the stipulated and actual area. Landlord and Tenant agree that inthe;event that the actual rentable area of the Premises is determined to be other than the stipulated area, neither the Base Rent (nor any other amount due Landlord by Tenant pursuant to this Lease) or any other provision of this Lease will be affected. 2. Term. (a) Subject to and upon the conditions set forth in this Lease, the term of this Lease shall commence at 12:01 a.m. on 04/01/2013, (the "Commencement Date ") and shall end at 11:59 p.m. on 03/21/2023, ( "Stated Termination Date "), unless prior to such time this Lease is otherwise terminated pursuant to the terms hereof and subject to adjustment pursuant to the terms of this Lease. This Lease shall automatically be extended for consecutive additional terms of one (1) Lease Year each, and subject to all of the provisions of this Lease and any amendments then in effect, unless either party hereto shall give written notice to the other party hereto at least thirty (30) days before the Stated Termination Date specified in the preceding sentence or the expiration date of the extension term then in effect, as applicable, that such party has elected for this Lease to terminate on the Stated Termination Date or the expiration of the then current extension term, as the case may be. At any time during the term of this Lease after the Stated Termination Date specified in this Subsection 2(a), either party hereto may terminate this Lease upon thirty (30) days' written notice to the other party, without cause. (b) In the event the Premises should not be ready for occupancy by the Commencement Date stated in Subsection 2(a) for any reason, the initial term of this Lease shall commence at the time that the Premises is ready for occupancy (the "Occupancy Date ") and this Lease shall not be otherwise impaired or affected except as expressly provided herein; provided, however, if the Premises are not ready for occupancy for any reason, the rent payable herein shall not commence until the Premises are ready for occupancy by Tenant. Should the initial term of this Lease commence on a date other than that specified in Subsection 2(a) for any reason, the Commencement Date shall be the date of actual occupancy as confirmed in a letter from Tenant to Landlord. The Premises shall be deemed ready for occupancy as of the date Tenant begins occupancy of the Premises. If possession is delivered on a day other than the first (1st) day of any month, Tenant shall pay pro rata rent for the resulting partial month at the time of delivery of possession. Tenant shall similarly pay pro rata rent for the last partial month of the initial term of this Lease. 3. Rental and Security Deposit. (a) From and after the Commencement Date, Tenant shall pay to Landlord a base monthly rental (herein called "Base Rent ") for each Lease Year equal to ($1.00) one dollar. As used in this Lease, the term "Lease Year shall mean the twelve (12) month period commencing on the Commencement Date, and each successive twelve (12) month period thereafter during the Lease term. (b) Tenant shall also pay to Landlord a security deposit in the amount of 0.00 dollars ($ 0.00). Upon the occurrence of any Event of Default (herein defined), Landlord may, from time to time and without prejudice to any other available remedy, use such security deposit to the extent necessary to ;make good any arrears of rent and any other damage, injury, expense or liability caused to Landlord by Tenant. Upon the termination of this Lease, any remaining balance of a security deposit shall be returned, without interest,`'to Tenant by Landlord. f 4. Use. The Premises shall be used and occupied by Tenant solely for the operation of a private physician /medical office. Tenant shall not use or permit any person to use the Premises for any use that directly or indirectly: (i) constitutes a nuisance (whether public or private) or trespass; (ii) disturbs the quiet enjoyment of any other tenant of the Building; (iii) injures the reputation of Landlord (iv) is improper, illegal or offensive; (v) causes damages to the Premises; (vi) increases the fire and extended coverage' insurance rate on the Building or its contents; or (vii) fails to comply with all applicable laws, regulations and ordinances of the United States of America. the State of Texas and any, applicable localities. 5. Hours of Operation. Tenant shall be open to perform services to the public during normal business hours, with legal holidays as observed by Landlord excepted. i 6. Services and Maintenance. Provided Tenant shall not be in default hereunder, and subject to the other provisions of this Lease, Landlord agrees to furnish the Premises the following services: (a) Landlord shall provide general lawn maintenance, as needed. (b) Landlord shall provide all reasonably necessary maintenance to the structure of the Building (but not to fixtures installed for or used in connection with Tenant's operations) and the Land, to the extent necessary to maintain the same in good repair and in a good state of appearance. Landlord's foregoing obligations are applicable to the Premises (other than fixtures installed for or used in connection with Tenant's operations) and the heating, air conditioning, water, sewer and electrical systems, foundation, walls, roof and common areas of the Building. The term "repair includes replacement or renewals when reasonably necessary. Tenant shall provide all necessary maintenance to its equipment, fixtures and operations. Except as expressly set forth herein, Landlord shall not be required to make any improvements or repairs of any kind or character on the Premises during the term of this Lease. (c) Failure by Landlord to any extent to furnish the services described in this Section 6 or any cessation thereof resulting from causes beyond the reasonable control of Landlord shall not: (i) render Landlord liable in any respect for damages to either person or property, (ii) be construed as an eviction of Tenant, (iii) work an abatement of rent, nor (iv) relieve Tenant from fulfillment of any covenant or agreement hereof. Should any of the Building's equipment or machinery break down, or for any cause cease to function properly, Tenant shall have no claim for rebate of rent or damages on account of any interruption in services occasioned thereby or resulting therefrom; 2 provided, however, Landlord agrees to use its best efforts to promptly repair said equipment or machinery and to restore said services. 7. Common Areas and Parking. (a) During the term of this Lease, Landlord hereby grants to Tenant a non - exclusive license to use the public corridors, elevators, stairways, and similar common areas comprising the Land and the Building, subject to the rules and regulations for the use thereof as prescribed from time to time by Landlord. (b) During the term of this Lease, Tenant shall have the non - exclusive use of the common automobile parking areas, driveways and footways, subject to the rules and regulations for the use thereof as prescribed from time to time by Landlord. No specific designated parking spaces are to be assigned to Tenant. Landlord shall not be liable or responsible for any loss of or to any car or vehicle or equipment or other property therein or damage to property or injuries. Landlord may, from time to time make, modify, and enforce rules and regulations relating to the parking of automobiles, including reasonable rental therefor, and Tenant will abide by such rules and regulations. 8. Entry and Care of Premises. Landlord, its officers, agents and representatives, shall have the right to enter all parts of the Premises at all reasonable hours to inspect the Premises, and Tenant shall not be entitled to any abatement or reduction of rent by reason thereof. Landlord may, at its option and at Tenant`s, expense, repair or replace any damage done to the Premises or any part thereof, caused by Tenant, Tenant's agents, employees, licensees, invitees or visitors. Tenant shall pay the cost thereof to Landlord on demand. In the event Landlord does not exercise its option to repair or replace the damage described above, Tenant shall be obligated to immediately commence such repair or replacement and diligently pursue the completion thereof. Tenant agrees not to commit or allow any waste or damage to be committed on any portion of the Premises. 9. Tenant Improvements and Alterations. Tenant shall make no alterations, installations, additions or improvements in or to the Premises without Landlord's prior written consent to such work and to the contractors selected by Tenant to do such work. Landlord agrees that its consent to non - structural alterations, additions or improvements will not be unreasonably withheld or delayed. Alt alterations or additions to the Premises (whether now existing or hereafter added) and any articles attached to the floor, wall or ceiling of the Premises shall become the property of Landlord and shall remain upon and be surrendered with the Premises upon the termination of this Lease, Tenant hereby waiving all rights to compensation therefor. Upon Landlord's request, however, Tenant will, prior to or immediately after the surrender of the Premises, remove any and all such items and repair any damage caused by such removal. 10. Liens. Tenant shall keep the Premises and Tenant's leasehold interest in the Premises free from any liens arising out of any work performed, materials furnished, or obligations incurred by Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same to be released of record, Landlord shall have the right to cause the same to be released by such means as it shall deem proper, including payment of the claim giving rise to such lien. All such sums p aid by Landlord and all expenses incurred by it in connection therewith shall be considered additional rent and shall be due and payable to it by Tenant on demand. 11. Quiet Enjoyment. Tenant, on performing the covenants to be performed by it under this Lease, shall peaceably and quietly hold and enjoy the Premises for the term of this Lease. 3' 12. Surrender and Holding Over. On the last day of the term of this Lease, or upon the earlier termination of this Lease, Tenant shall peaceably and quietly leave, and surrender to Landlord, the Premises, free of all liens, encumbrances or other claims, in good order and repair and in the same condition as when delivered to Tenant except for normal wear and tear. Prior to the surrender of the Premises to Landlord, Tenant, at its own expense, shall remove all liens and other encumbrances that have resulted from the acts or omissions of Tenant. If Tenant remains in possession of the Premises after the term of this Lease expires, without the prior written consent of Landlord, Tenant shall be a tenant at sufferance, subject to all the covenants and obligations of this Lease, except that Tenant shall pay rent hereunder at twice the monthly Base Rent in effect upon the termination of this Lease. No holding over by Tenant shall be construed to extend the term of this Lease or any of Tenant's rights hereunder. In the event of holding over, Tenant agrees to indemnify and hold Landlord harmless from and against any and all claims of any other person (including without limitation, any purchaser, potential purchaser, lessee or potential lessee of the Premises) with respect to any right or claim such person may have in and to the Premises after the expiration of the term of this Lease. 13. Assignment and Subletting. Tenant shall not assign this Lease or sublease the Premises or any part thereof or grant any concession or license within the Premises without the prior written consent of Landlord, which consent is in Landlord's sole and absolute discretion. 14. Rules and Regulations. Tenant shall, and shall cause its visitors, employees, contractors, agents and invitees to perform and comply with all rules and regulations issued by Landlord with respect to the Land and the Building, as amended. Landlord shall not have any liability to Tenant for any failure of any other tenant of the Building, or their visitors, employees, contractors, agents or invitees, to comply with such rules and regulations. 15. Events of Default. Each of the following acts or omissions of Tenant shall constitute an "Event of Default" as defined in this Lease: (a) Failure or refusal to pay any sums under this Lease when due, including but not limited to rent, provided such failure remains uncured for a period of ten (10) days after the date such sum is due but, provided, further, such ten (10) day cure period shall only be available with respect to two (2) instances during any twelve (12) month period, it being agreed that if Tenant fails or refuses to pay any sums due under this Lease when due more than two (2) times during any twelve (12) month period, the same shall immediately constitute an Event of Default without the necessity of the running of any cure period; (b) Abandonment, deserting or vacating of the Premises, for a period of six (6) consecutive months, or the removal by Tenant, without the prior written consent of Landlord, of a substantial portion of the personal property or fixtures formerly situated within the Premises (whether or not in any such event Tenant continues to pay the rental required hereunder); or (c) The filing of any petition in bankruptcy by Tenant, the entering of any order granting relief under any bankruptcy or receivership law with respect to Tenant, the insolvency of Tenant, the assignment by Tenant for the benefits of its creditors or the appointment of a receiver for any of Tenant's assets. 16. Remedies. (a) Whenever any Event of Default shall occur, Landlord may, at its option, in addition to all other contractual, legal or equitable rights and remedies, do any one or more of the following: (1) Terminate this Lease, in which event Tenant shall immediately surrender possession of the Premises to Landlord. (b) For the purpose of posting the notice required by Property Code Section 93.002(f) in the event of Lock Out, Landlord and Tenant agree that the "front door" of the leased Premises is 601B Rev. Ransom Howard, Port 4 Arthur, Texas. Notwithstanding the provisions of Section 93.002 of the Texas Property Code, the parties agree that Landlord shall be required to provide a new key to the Tenant following Lock Out only during Landlord's then - regular business hours, and then only if Tenant brings its rent current in certified funds and documents to the Landlord's satisfaction that Tenant has cured all defaults, and that in any event if Landlord violates Section 93.002 of the Texas Property Code, Tenant's recovery shall be limited to Tenant's actual damages or one month's rent, whichever is less, less any delinquent rents or other sums for which Tenant is liable to Landlord. 18. Limitation of Liability. Tenant hereby agrees that neither Landlord nor any agent, director, officer, shareholder, member, or affiliate of Landlord shall have any personal liability for the payment of any amounts payable under this Lease or for the performance of any obligation under this Lease. Tenant's exclusive remedy for the failure of Landlord to perform any of its obligations under this Lease shall be to terminate this Lease, after giving thirty (30) days written notice and opportunity to cure such failure to Landlord, and to thereafter proceed against the interest of Landlord in and to the Building for any actual damages sustained by Tenant directly as a result of such failure by Landlord. 19. Transfer of Landlord's Rights. (a) Landlord may sell, transfer, and assign, in whole or in part, its rights and obligations hereunder and in the Premises, the Building, and /or the Land. Such sales, transfers or assignments may be made to any person or entity including, without limitation, a corporation, bank, partnership, trust company, individual or group of individuals, and shall be respected and recognized by Tenant. Any such sale, transfer or assignment shall not terminate this Lease, but this Lease shall remain in full force and effect with the assignee serving as the Landlord hereunder from and after the date of such sale, transfer or assignment, Tenant agreeing to look solely to such assignee for the performance of all obligations of Landlord hereunder from and after the date of such sale, transfer or assignment. (b) Tenant agrees that, from time to time, when requested by Landlord or the holder of any deed of trust or mortgage covering the Land or the Building, or any interest of Landlord therein, Tenant will execute, acknowledge and deliver within ten (10) days after request thereof, without charge, an estoppel certificate certifying to such facts, if true, agreeing to such notice provisions and such other matters, including, but not limited to the following: (i) that this Lease is in full force and effect, (ii) that no amendments or modifications have been made hereto (or stating what amendments or modifications have been made), (iii) that there are no existing defaults on the part of Landlord (or specifying the nature of any alleged defaults), (iv) that the address for notice to be sent to Tenant is as set forth in this Lease (or has been changed by notice duly given and is as set forth in the certificate), (v) that there are no defenses, offsets, recoupments, claims or counterclaims of any nature by, or on behalf of, Tenant under this Lease or otherwise, and; (vi) such other matters as may reasonably be requested. Any such certificate may be relied upon by any prospective purchaser, mortgagee or any beneficiary under any deed of trust or mortgage on the Land or the Building or any part thereof. Tenant further agrees to execute, at Landlord's, request an instrument in recordable form acknowledging Tenant's receipt of any notice of assignment of this Lease or any part thereof by Landlord if Landlord assigns the same. 20. Taxes. Tenant shall pay all ad valorem taxes or assessments levied on or applicable to all equipment, fixtures, furniture, and other property placed by Tenant in the Premises, and all license and other fees or charges imposed on the business conducted by Tenant on the Premises. Landlord shall pay all other ad valorem taxes or assessments levied on or applicable to the Land and the Building. 21. Casualty and Insurance. Tenant, at its sole cost and expense, shall at all times during the term of this Lease maintain policies of insurance providing: (i) comprehensive general public liability insurance with limits of 5 not less than one million dollars ($1,000,000) per occurrence and one million dollars ($1,000,000) in the annual aggregate; (ii) property coverage {which shall include flood and named windstorm coverage) for Tenant's equipment, fixtures, furniture and other property for the full insurable value; and (iii) workers' compensation insurance, in accordance with all applicable laws and regulations of the State of Texas. Tenant's insurance policies shall include endorsements naming Landlord as an additional insured, waiving the insurance companies' respective rights of subrogation against Landlord and providing that such policies may not be canceled or changed without at least thirty (30) days written notice being given to Landlord. Tenant shall provide Landlord with certificates of insurance verifying such coverages prior to the Commencement Date and as otherwise requested by Landlord. 22. Time is of the Essence and Non - Waiver. In all instances where Tenant is required hereunder to pay any sum or do any act at a particular indicated time or within an indicated period, it is understood that time is of the essence. Landlord's failure to complain of any action, non - action or default of Tenant, whether singular or repetitive, shall not constitute a waiver of any of Landlord's rights hereunder. Landlord's written agreement to waive any right for any default of Tenant shall not constitute a waiver of any right for either a subsequent default of the same obligation or any other default. No act or thing done by Landlord or its agent shall be an acceptance of surrender of the Premises and no agreement to accept a surrender of the Premises shall be valid unless it is in writing and signed by a duly authorized officer of Landlord. 23. Applicable Law and Severability. This Lease shall be construed in accordance with the laws of the State of Texas. If any clause or provision of this Lease is illegal, invalid, or unenforceable, under present or future laws effective during the term hereof, then the remainder of this Lease shall not be affected thereby, and in lieu of each clause or provision that is illegal, invalid or unenforceable, there shall be added a clause or provision as similar in terms as may be possible which is legal, valid and enforceable. 24. Termination of Prior Lease. Landlord and Tenant acknowledge and agree that all prior leases between Landlord and Tenant covering the Premises, if any, (the "Prior, Leases "), are and will be terminated and of no further force and effect upon the execution of this Lease by Landlord and Tenant, and that this Lease is the only agreement creating rights of Tenant in and to the Premises and governing such rights. 25. Entire Agreement. This Lease and any attached addenda or exhibits constitute the entire agreement between Landlord and Tenant. No prior written or prior or contempo- raneous oral promises or representations (including, without limitation, the Prior Leases) shall be binding. This Lease shall not be amended, changed or extended except by written instrument signed by both parties. Section captions are for Landlord and Tenant's convenience only, and neither limit nor amplify the provisions of this instrument. 26. Notices. Notices or demands required or permitted to be given or served by either party to this Lease to the other party shall be in writing and delivered personally or forwarded by Certified or Registered Mail, Return Receipt Requested, postage prepaid, addressed to the addresses indicated on the signature page. Either party may change its address for notice by giving the other party ten (10) days notice of such change. 27. Successors and Assigns. The provisions of this Lease shall be binding upon and inure to the benefit of the successors and assigns of the parties, but this provision shall not alter the prohibition herein regarding assignment and subletting by Tenant. 61 28. Recordation. Tenant agrees not to record this Lease, but each party hereto agrees, on request of the other, to execute a short form lease in form recordable and complying with applicable Texas laws. In no event shall such document set forth the rental or other charges payable by Tenant under this Lease, and any such document shall expressly state that it is executed pursuant to the provisions contained in this Lease and is not intended to vary the terms and conditions of this Lease. Date. IN WITNESS WHEREOF, this Lease is hereby executed effective as of the Effective LANDLORD TENANT Address for Notice: Address for Notice: 2548 Memorial Blvd Port Arthur, TX 77640 71