HomeMy WebLinkAboutResolution - 2007-R0037 - Lease Agreement - Covenant Health System - Health Clinic Facility - 01_25_2007Resolution No. 2007 R0037
January 25, 2007
Item No. 5.10
RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Mayor of the City of Lubbock BE and is hereby authorized and
directed to execute for and on behalf of the City of Lubbock, a Lease Agreement with
Covenant Health System for a designated area of a health clinic facility located at 3620 I-
27 of Lubbock, Texas, to be used in connection with the City of Lubbock's On -site
Clinic, said Lease Agreement being attached hereto and incorporated as part of this
resolution, and further authorizing the City Manager to execute any documents related to
the Lease Agreement as necessary.
Passed by the City Council this 25th day of January , 2007.
r
DAVID A. M LER, MAYOR
ATTEST:
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Reb ca Garza, City Secretary
APPROVED AS TO CONTENT:
sa rtutcrieson, ttisx manager
1=17_f.`§I[.�S1-guy 1
MitnmrSatterwhite, Assistant City Attorney
gs/ccdocs/L.ease Agrmnt --Covenant Health System Facility.res
Feb. 9, 2007
Resolution No. 2007-R0037
January 25, 2007
Item No. 5.10
LEASE AGREEMENT
This Lease Agreement (the "Lease Agreement") is made and entered into thisZ�, day
Of. , 2007, by and between COVENANT HEALTH SYSTEM, a Texas
non ofit co ration, of Lubbock, Lubbock County, Texas, hereinafter referred to as
"Landlord," and the CITY OF LUBBOCK, TEXAS, Lubbock County, Texas, hereinafter
referred to as "Tenant," (collectively referred to herein as the "Parties").
RECITALS
WHEREAS, Landlord and Tenant have entered into a separate agreement (the "Clinic
Agreement"), incorporated herein by reference as though fully set forth, pursuant to which
Landlord shall occupy and operate a clinic (the "Clinic") and provide certain medical services
and products to qualified employees of Tenant and their dependents; and
WHEREAS, the Clinic Agreement requires Tenant to provide a facility acceptable to
Landlord in which Landlord shall operate the Clinic; and
WHEREAS, Landlord is the owner and operator of a medical office building in Lubbock,
Texas, which the Parties agree is suitable for the Landlord's operation of the Clinic; and
WHEREAS, Tenant desires to lease from Landlord the premises more particularly
described herein, and Landlord desires to lease such premises to Tenant under the following
terms and conditions.
NOW THEREFORE, the Parties hereby agree as follows:
1. Description of Property. Landlord does hereby lease and demise to Tenant, and
Tenant hereby leases from Landlord the premises, more particularly described in Exhibit "A"
attached hereto, in the building located at 3620 I-27, Lubbock, Lubbock County, Texas. Tenant
will lease One Thousand Three Hundred Sixty Eight (1,368) square feet of the building, as
depicted in Exhibit "A." Parties agree that the configuration of the leased premises, as part of
the entire building and including the walls common with other occupants, as is depicted in
Exhibit "A," shall not be modified without the prior written consent of all Parties during the term
of this Lease Agreement.
2. Property Use. The leased premises shall be used by Landlord pursuant to the
Clinic Agreement only. Landlord shall at all times operate the Clinic on the premises in
compliance with all applicable laws and regulations, including the Health Insurance Portability
and Accountability Act. Neither Tenant nor Landlord shall allow any activity to occur on the
premises, which would violate the law or the rights of quiet enjoyment held by other tenants,
specifically including Landlord. Neither Tenant nor Landlord shall commit, or suffer to be
committed, any waste upon premises or any nuisance or other act in violation of public policy.
Neither Tenant nor Landlord shall do or permit anything to be done in or about the leased
premises which will in any way result in an increase in any policy of insurance which Landlord
keeps in effect thereon, cause a violation of any term in any such insurance policy or cause a
cancellation thereof. Landlord shall be solely responsible for disposing of any toxic materials
appearing on the leased premises as a result of Landlord's activities.
3. Term. The term of this Lease Agreement shall be for a period of One (1) year,
beginning on January 1, 2007 (the "Effective Date"), and ending on December 31, 2007 (the
"Initial Term"), provided that the term may be extended only by written agreement of the parties
as provided herein.
a. After the expiration of the Initial Term, either party may terminate the
Lease Agreement after delivering thirty (30) days written notice to the other party, with
no further obligation.
b. This Lease Agreement may be terminated by Landlord upon the expiration
of ten (10) days after Tenant shall have received written notice of any of the following
events, and said event shall not have been cured within said ten (10) days:
i. The failure to pay rent timely or to make reimbursement of
expenses as called for herein.
ii. Any other material breach of this Lease Agreement by Tenant.
C. This Lease Agreement may be terminated by Tenant upon the expiration
of ten (10) days after Landlord shall have received written notice of any material breach
of this Lease Agreement by Landlord and said event shall not have been cured within
same. The Parties agree that a default by either party of its obligations under the Clinic
Agreement shall constitute a material breach of this Lease Agreement, and shall be
grounds for termination of the Clinic Agreement, this Lease Agreement, or both.
4. Rent. Tenant will pay annual rent in equal monthly installments as follows:
a. Rate. During the Initial Term of this Lease Agreement, rent in an amount
of Two Thousand One Hundred Forty -Three and 20/100 Dollars
($2,143.20) per month shall be due from Tenant, in advance without prior
notice or demand, on or before the fifteenth (15`h) day of each and every
calendar month. During any Additional Term (as hereafter defined), rent
shall be due and payable only for the duration of said Additional Term,
and the obligation to pay rent shall not survive the termination of the lease,
if any, occurring during the Additional Term.
b. Late Char. — Rent received after the fifteenth (15'h) day of the month
shall be deemed delinquent. If rent is not received by Landlord by the
fifteenth (15a') day of each month, Tenant shall pay, in addition to the
overdue rent, a late charge equal to twenty-five dollars ($25.00) per day
for each day that the rent is overdue.
C. Prorated Rent. In the event the lease term begins on a day other than the
first (P) day of the then -current month, rent for the first partial month (in
which rent is due) shall be prorated accordingly.
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d. Termination. In the event the lease is terminated because of default, and
failure to cure said default, on the part of Landlord, Tenant shall not be
obligated to pay any rent for any remaining part of the Initial Term.
5. Taxes and Assessments. Landlord shall pay all real estate taxes and assessments
levied, assessed, or imposed upon the leased premises and upon all improvements erected
thereon.
6. Utilities. Landlord shall pay all charges for electricity, gas, water, and garbage
collection imposed upon the leased premises and upon all improvements erected thereon.
Landlord shall further pay for all charges for telephone and telecommunication equipment
installation and service to the Premises, if any, including costs for long-distance service.
7. Insurance. Landlord shall, at all times during the term of this Lease Agreement,
carry appropriate insurance on all building and permanent improvements located on the leased
premises. At all times this Lease Agreement is effective, Landlord, at Landlord's sole expense,
shall maintain with carriers satisfactory to Tenant policies of (i) comprehensive general liability
insurance with minimum limits of Five Hundred Thousand Dollars ($500,000) per occurrence
and professional liability insurance with minimum limits of Five Hundred Thousand Dollars
($500,000) per occurrence; (ii) casualty -loss insurance for the replacement value of Tenant's
personal property kept on the leased premises; and (iii) worker's compensation insurance
sufficient to cover Landlord's employees in accordance with legal requirements. All policies
shall name Tenant as an additional insured. Landlord shall cause endorsements to be made to the
foregoing policies requiring Tenant to be given thirty (30) days prior notice of any cancellation
or material change in coverage.
$. Representations and Warranties. Landlord hereby represents and warrants its true
and complete ownership of the premises leased under this Lease Agreement, as well as its
authority to enter into this Lease Agreement.
9. Damage or Injury. Unless Landlord is negligent, Landlord shall not be liable to
Tenant for any damage or injury to Tenant or agents, invitees, patrons, visitors, servants or
employees of Tenant or to their property occasioned by wind, fire, water, gas pipes, from
backing up of any sewer pipe, drain or any other pipe upon or about the leased premises, nor for
any such damage or injury caused by the act, omission or negligence of Tenant, co -tenants, other
occupants of the building in which the leased premises are located or owners of adjacent
buildings or contiguous property, and all claims, absent Landlord's negligence, against Landlord
for such damage or injury are hereby expressly waived by Tenant, and Tenant agrees to hold
Landlord harmless from all claim for such damage, unless such damage is caused by Landlord's
negligence.
10. Maintenance and Repairs. Landlord shall at all times at its sole cost and expense,
keep, maintain, replace, and repair all of the leased premises, including, but not limited to, the
roof, foundation, exterior walls, plumbing, heating and air conditioning units, lighting, electrical
fixtures, parking areas, signs, paving, exteriors, landscaping, sidewalks, floors, ceilings, walls,
glass, and windows.
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11. Common Areas. Tenant acknowledges that Landlord has reserved the sole
ownership and control of all common areas of the building in which the leased premises are
located, and the walks, drives, parking facilities, and areaways adjoining such building.
12. Janitorial. Expenses for usual janitorial and maintenance service and supplies for
the Premises shall be paid by Landlord.
13. Sians. Landlord specifically reserves and retains the sole right to approve the
design and placement of any and all signs of any nature whatsoever; provided, however, that
Landlord shall use signage, if any, indicating Tenant's affiliation with the Clinic only for the
duration of this Lease Agreement and not after the expiration thereof. Tenant shall not place or
paint any sign at, on or about the premises except as and when first approved in writing by
Landlord, which approval will not be unreasonably withheld; and Landlord shall have the right
to remove and replace, at Landlord's expense, any sign or signs in order to paint the building or
premises or to make any other repair or alterations.
14. Fire or Casualty. In the event the leased premises are partially damaged or
destroyed or rendered partially unfit for occupancy by fire or other casualty, Landlord shall give
immediate notice to Tenant. Landlord may repair the damage and restore the leased premises to
substantially the same condition as immediately prior to the occurrence of the casualty. Such
repairs shall be made at Landlord's expense and are nonrecoverable from Tenant unless due to
Tenant's negligence. Insurance proceeds recovered in connection with a fire or other casualty
shall be applied toward repairing the damage to the building in the event Landlord elects not to
repair the damage. Landlord shall allow Tenant a fair reduction of rent during the time the
leased premises are totally destroyed or deemed by Landlord to be rendered unfit for occupancy
by fire or other casualty, or if Landlord shall decide not to repair or rebuild, this Lease
Agreement shall terminate, and the rent shall be prorated and paid to the time of such casualty.
Tenant agrees to use its best efforts to make comparable space available for Landlord's use under
the same terms and conditions of this Lease Agreement during any period when Landlord's use
of the leased premises is restricted as a result of fire or other casualty. If any repair and
restoration by Landlord under paragraph 14 would take longer than ninety (90) days, either party
may terminate this Lease Agreement upon written notice.
15. Condemnation. If during the term of this Lease Agreement or any extension or
renewal thereof, all or a portion of the leased premises should be taken for any public or quasi
public use under any governmental law, ordinance or regulation, or by right of eminent domain,
or should be sold to the condemning authority under threat of condemnation, at the option of
either party, this Lease Agreement shall terminate, and the rent shall be abated during the
unexpired portion of this Lease Agreement, effective as of the date of the taking of said premises
by condemning authority. A substantial portion shall have been taken if the remaining portion is
not reasonably usable for the purposes for which let. Tenant shall use its best efforts to make
suitable space available for Landlord's use under the same terms and conditions of this Lease
Agreement during any period when Landlord's use of the leased premises is restricted due to a
condemnation. Landlord shall receive the entire award from any taking, and Tenant shall have
no claim thereto or for the value of any unexpired term of Lease Agreement.
16. Indemni . To the extent permitted by law, each party agrees to indemnify and
hold the other harmless against any and all claims, demands, damages, costs and expenses,
4
including reasonable attorneys' fees, arising from the misconduct or management of the
indemnifying party's business or its use of the leased premises or from any breach on the part of
Tenant or Landlord any conditions of this Lease Agreement, or from any act or negligence of the
indemnifying party, or its agents, contractors, employees, sub -tenants, guests or others in or
about the leased premises. In the event any action or proceeding is brought against the other
party by reason of such claim, the indemnifying party, upon notice from the other party,
covenants to defend such actions or proceeding by counsel acceptable to the other party.
17. Default by Tenant. The occurrence of any of the following shall constitute a
material default and breach of this Agreement by Tenant:
a. The failure by Tenant to pay rent or to make any other payment required
to be made by Tenant, where such failure continues for ten (10) days after receipt of written
notice thereof by Landlord;
b. The failure by Tenant to observe and perform any other provisions of this
Lease Agreement or Landlord's rules and regulations, where such failure continues for thirty (30)
days after receipt of written notice thereof by Landlord;
C. The transfer of all or any part of this Lease Agreement or the possession of
the leased premises to any other person, except in a manner permitted by this Lease ,Agreement;
and
d. The malting by Tenant of any general assignment for the benefit of
creditors, the filing by or against Tenant of a petition under the Federal Bankruptcy Code, the
appointment of a trustee or receiver to take possession of substantially all of Tenant's assets
located at the leased premises or of Tenant's interest in this Lease Agreement, or the attachment,
execution or other judicial seizure of substantially all of Tenant's assets located at the leased
premises or of Tenant's interest in this Lease Agreement.
18. $eniedig§. In the event of any default by Tenant, Landlord shall have the
following rights, which it may exercise at any time thereafter, at its option, and with or without
notice or demand:
a. Landlord's Rigbt. Landlord may elect to terminate all of Tenant's rights
under this Lease Agreement by written notice thereof given to Tenant no less than ten (10) days
prior to the effective date of termination. The amount of damages, which Landlord may recover
in the event of a termination of this Lease Agreement, shall include only the amount of the
unpaid rent, which had been earned at the time of termination.
As used herein, the term "rent" shall include rent payable hereunder and any
applicable late charges-
b. Anrtounts Due Landlord. Landlord may elect to continue this lease in full
force and effect and not to terminate Tenant's right to possession of the leased premises, in which
event Landlord shall have the right to enforce any rights and remedies granted by this lease or by
law against Tenant, including, without limitation, the right to collect the following amounts:
i. when due, all rental and other sums payable hereunder;
ii. any late charges payable hereunder;
iii. all legal expenses, including court costs and reasonable attorneys'
fees, and other expenses incurred or paid by Landlord in securing Tenant's performance
hereunder; and
iv. interest on the foregoing amounts at the rate of ten (10) percent per
annum or at the highest rate permitted by law from the time said amounts became owing until the
time they are paid.
C. Tenants Rights. If Landlord defaults under this Lease Agreement or any
of its obligations or duties hereunder, Tenant may exercise any rights and remedies it may have
available to it under applicable law. Notwithstanding the foregoing sentence, Landlord shall not
be deemed to be in default in the performance of any obligation required to be performed by it
hereunder unless and until it has failed to perform such obligation within thirty (30) days after
written notice by Tenant to Landlord specifying wherein Landlord has failed to perform such
obligation; provided, however, that if the nature of Landlord's obligation is such that more than
thirty (30) days are required for its performance, then Landlord shall not be deemed to be in
default if it shall commence such performance within such thirty (30)-day period and thereafter
diligently prosecute the same to completion.
19. Assignment of Lease Agreement. Neither Tenant nor Landlord shall, without the
prior written consent of the other party, transfer or assign this Lease Agreement or sublet or
license the use of all or any portion of the demised premises.
20, Intentionally Omitted.
21. Notices. All notices to be provided under this Lease Agreement shall be given
personally or by certified or registered mail, return receipt requested, and deemed to be received
as of the date of personal delivery or the date of the return receipt if mailed and addressed to the
proper party as follows:
Landlord: Covenant Health System
3615 19th Street
Lubbock, Texas 79410
Tenant: Attn: City Manager
City of Lubbock, Texas
P.O. Box 2000
Lubbock, Texas 79457
With Copy to:
City Attorney's Office
P.O. Box 2000
Lubbock, Texas 79457
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22. Binding Agreement_. This Lease Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective heirs, executors, administrators, legal
representatives, successors and assigns.
23. Invalid Provisions. In the event one or more of the provisions contained in this
Lease Agreement shall for any reason be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof,
and this Lease Agreement shall be construed as if such invalid, illegal or unenforceable provision
had never been contained herein.
24. Entire Agreement, Amendment. This Lease Agreement constitutes the entire
agreement of the parties and supersedes all prior or contemporaneous written or oral agreements
concerning the subject matter hereof, except as provided expressly herein. No amendment,
modification or alteration of the terms hereof shall be binding unless the same be in writing,
dated subsequent to the date hereto and duly executed by the parties hereto.
25. Applicable Law. This Lease Agreement shall be construed under and in
accordance with the laws of the State of Texas, and the obligations of the parties hereunder are
frilly performable in Lubbock County, Texas.
26. Recordation. Except as required by law, Tenant shall not record this Lease
Agreement, an abstract thereof, or any other document pertaining to the leased premises or any
other property of the Landlord, for any other purpose than to evidence Tenant's rights under this
Lease Agreement.
27. Costs and Attorneys' Fees. In the event of any dispute between the Parties
concerning this Lease Agreement or its subject matter, the prevailing party shall recover its costs
and reasonable attorneys' fees.
28. Disclaimer Regarding Admissions. The parties to this Agreement clearly
understand that under no circumstances is Tenant obligated to refer to, or admit or treat patients
at, any of Landlord's related or affiliated entities, nor is Landlord obligated to refer patients to
Tenant.
29. Miscellaneous. In any event, this lease agreement shall be coterminous with the
Clinic Agreement.
30. 4ption to Renew.
a. Landlord grants Tenant an option to extend the lease for two (2) additional
and successive one (1) year periods (the "Additional Term"), as provided
herein.
b. Landlord and Tenant agree to the following:
i. During the Additional Term the lease will continue as written,
except as the lease may be terminated according to the terms
contained herein.
ii. The option to extend for the Additional Term must be exercised by
written notice delivered to Landlord forty-five (45) days before the
cnd of the Initial Term.
C. Tenant's rights under this option terminate if (a) the lease is terminated;
(b) Tenant assigns its interest in the lease or sublets any portion of the
leased premises; (c) Tenant fails to exercise the option timely; or (d)
default by Tenant exists at the time Tenant seeks to exercise the option,
IN WITNESS WHEREOF, the undersigned Landlord and Tenant hereto execute this Lease
Agreement as of the day and year first above written.
1 WRe103IM.11�1
COVENA EALTH SYSTEM
By:
TENANT:
CITY OF LUBBOCK
DAVID A. NXLLER, Mayor
Attest:
Bec Garza, City Secre
APPROVED AS TO CONTENT:
r
Leisa Hutc eson, Risk Manager
8
No Text
Resolution No. 2007-R0037
EXHIBIT A
DESCRIPTION OF LEASED PREMISES
A designated portion of that certain real property located at 3620 Interstate Highway 27,
Lubbock, Lubbock County, Texas, and the structure located thereupon, as generally depicted in
Exhibit "B," said portion to include a total floor space area of one thousand three -hundred sixty-
eight (1,368) square feet.
10
Resolution No. 2007—R0037
EX MIT B
LEASED PREMISES FLOOR PLAN*
iA
FI.aOR Yl.A1t
I-
I J
x
s Leased premises are outlined in color.
11
Resolution No. 2007-R0037
EXHIBIT C
LEASED PREMISES SQUARE FOOTAGE ALLOCATIONS
Total Leased Square
Tenant SF % Occupancy % CAM Foota e
City of Lubbock 1.368 27% 0.00 1.368.00
CMG- Dr. Kurdi 3,632
Totals: 5,000
Total SF: 5,000
73% 0.00
100% 0.00
3,632.00
5,000.00
12
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PO BOX 491
LUBBOCK TEXAS 79408
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FORM 82-1
MAY 2 2007
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