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HomeMy WebLinkAboutAgreements/Contracts - BOCC (003)K21-003 LEASE AGREEMENT THIS LEASE, made this r�day of January, 2021, by and between GRANT COUNTY PUBLIC HOSPITAL DISTRICT NO. 5, a Washington Public Hospital District, having its principal place of business at Mattawa Community Medical Clinic 210 Government Road, PO Box 1581, Mattawa, Washington, 99349, ("Lessor"), and Grant County, duly organized and operating under and by virtue of the Constitution and the laws of the State of Washington, by and through Grant Integrated Services, 840 E Plum, Moses Lake, WA 98837, ("Lessee"). WITNESSETH: 1. Demised Premises: 1 Demised Premises. Lessor hereby leases to Lessee, and Lessee hereby_leases from Lessor, upon the terms and conditions set forth herein, undesignated office and procedure room space, on a periodic basis, as defined below, in the building located at 215 1st Street and Columbia, Mattawa, Washington. Lessee shall also have a nonexclusive right to use other areas of the building in common with all other persons entitled to use the same, as appropriate to support Lessee's use of the Demised Premises, such as hallways, bathrooms, waiting rooms, and breakroom for staff use only, as well as, common areas such as parking and public entrances. Such nonexclusive right is subject to Lessor's discretion in designating areas of the Clinic for such uses or similar uses, and may be changed from time to time based upon Lessor's determination of the highest and best utilization of the Clinic space. 1.2 Services. Lessor shall provide Lessee with the services specified in Exhibit "A" attached hereto and incorporated by reference, subject to charges as indicated. Unless otherwise specified, Lessor will not bill or charge Lessee's patients for the services provided and Lessee shall be responsible for billing appropriate charges through to patients. The services shall only be available to Lessee in connection with Lessee's use of the Demised Premises and not for business which Lessee may conduct at locations other than the Demised Premises. Lessee acknowledges and agrees that the services are provided on a nonexclusive basis in conjunction with all other persons entitled to utilize such services. Therefore, the services shall be subject to scheduling and other procedures as adopted by Lessor from time to time. 1.3 Periodic Use. Lessee's use of the Demised Premises shall not be limited. 2. Term: 2.1 Initial Term. In consideration of Lessor, the Lessee commits to an initial lease term of Six (6) months commencing January 1, 2021, and ending June 30, 2021. All property improvements become the sole property of the Clinic upon termination of the lease. Further, provided: Notwithstanding the foregoing terms and provisions, the Lessor or the Lessee may terminate this Lease upon not less than sixty (60) days written notice. 3. Rental: Lessee shall pay monthly rent in the amount of $800.00, the same due and payable on the 5th of each month commencing on January 1, 2021, 4. Use: Lessee agrees to use the Demised Premises for counseling and related services. Lessee shall not use or permit the Demised Premises to be used for any illegal purpose, and shall be responsible for compliance with all applicable law, ordinances, regulations and requirements. 6. Services and Utilities: Throughout the term of the Lease, Lessor shall pay all charges for local and long distance telephone service. Further, Lessor will make provisions for clerical staff as required for the purpose of appointment scheduling, responding to telephone calls, and assisting with all clerical needs of the Lessor. 6. Maintenance and Repairs: 6.1 Lessee's Responsibilities. Lessee shall cooperate with Lessor to maintain the inside of the Demised Premises and improvements thereon in the same order and condition as of the date it takes possession thereof, reasonable wear and tear excepted, and to keep the Demised Premises in a clean and sanitary condition according to the applicable state, city and county health and sanitary laws and ordinances. Lessee shall be responsible for the repair of any damages to the Demised Premises caused by the Lessee. Lessor shall provide light housekeeping for said Demised Premises. 6.2 Lessor's Responsibilities. Except as set forth above, Lessor shall, at its own cost and expense, be responsible for normal repairs to and maintenance of the Demised Premises, and the building in which they are located. 7. Lessee's Default and Lessor Remedies: 7.1 Lessee's Default. The following events shall be deemed to be events of default by Lessee under the Lease. a. Lessee's failure to comply with any other term, provision or covenant of this Lease after receiving thirty (30) days written Notice of Default and Notice to Cure. b. Said written Notice of Default and Notice to Cure shall specify the matter in default; provided, however, that if the nature of Lessee's obligation is such that more than thirty (30) days are required for performance, then Lessee shall not be in default if Lessee commences performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion. 7.2 Lessor's Remedies. Upon the occurrence of any of such events of default described in Paragraph 7.1 hereof, Lessor shall have the option to pursue any one or more of the following remedies without any notice or demand whatsoever. a. Terminate the Lease, in which event Lessee shall immediately surrender the Demised Premises to Lessor, and if Lessee fails so to do, Lessor may, without prejudice to any other remedy which it may have for possession, enter upon and take possession of the Demised Premises and expel or remove Lessee and any other person who may be occupying such Demised Premises or any part thereof, and Lessee agrees to pay Lessor on demand the amount of all loss and damage which Lessor may suffer by reason of such termination b. Enter upon the Demised Premises, and do whatever Lessee is obligated to do under the terms of the Lease, and Lessee agrees to reimburse Lessor on demand for any expenses which Lessor may incur in thus effecting compliance with Lessee's obligations underthis lease. c. Whether or not Lessor retakes possession or relets the Demised Premises, Lessor shall have the right to recover all damages caused by Lessee's default, including reasonable attorney's fees. Damage shall include, without limitation: all reasonable legal expenses and other related costs incurred by Lessor following Lessee's default, and the reasonable costs incurred by Lessor in restoring the Demised Premises to good order and condition, and otherwise preparing the Premises forre-letting. d. Pursuit of any of the foregoing remedies shall not preclude pursuit of any of the other remedies herein provided or any other remedies provided by law, such remedies being cumulative and non-exclusive, nor shall pursuit of any remedy for any damages occurring to Lessor by reason of the violation of any of the terms, provisions and covenants herein contained. No act or thing done by the Lessor or its agents during the lease term hereby granted shall be deemed a termination of this Lease or an acceptance of the surrender of the Demised Premises and no agreement to terminate this Lease or accept surrender of said Demised Premises shall be valid unless in writing signed by Lessor. No waiver by Lessor of any violation or breach of any of the terms, provisions and covenants herein contained shall be deemed or construed to constitute a waiver of any other violation or breach of any of the terms, provisions and covenants herein contained. Forbearance by Lessor to enforce one or more of the remedies herein provided upon an event of default shall not be deemed or construed to constitute a waiver of such default or of Lessor's right to enforce any such remedies with respect to such default or any subsequent default. 8. Right toAccess: Upon twenty four (24) hours written notice, Lessee will allow Lessor or Lessor's agent free access at all reasonable times to the Demised Premises for purpose of inspection or making repairs to the Demised Premises. Lessor also maintains the right to enter Demised Premises to maintain housekeeping needs. 9. Duties of Lessee Upon Termination: Upon termination of this Lease by expiration of its term or otherwise, Lessee shall quietly and peaceably quit and surrender possession of the Demised Premises to Lessor, in as good condition as when received, reasonable wear and tear excepted, together with all alterations, additions and improvements to the Demised Premises permitted under provisions hereof to remain upon the said Demised Premises, and such possession shall be so surrendered without the necessity for any notice of demand therefore on the part of the Lessor. 10. Assignment: Lessee shall not assign, sublease, mortgage, or pledge any interest in the Demised Premises, without the prior approval of Lessor, which said approval shall not be unreasonably withheld. No assignment shall relieve Lessee from any liability hereunder, arising before or after the assignment, unless Lessor expressly relieves Lessee from such liability in writing. 11. Insurance: 11.1 General Requirements. At all times during the term of this Lease, Lessor shall maintain on the building and improvements, in which the Demised Premises are located, policies of property and fire insurance as determined by Lessor to be necessary and appropriate, for Lessor's protection. 11.2 Lessee's Property. Lessee shall be responsible for obtaining and maintaining any property insurance coverage it deems appropriate and necessary for Lessee's personal property, which may be at the Demised Premises, or such other insurance coverage's as Lessee deems necessary and appropriate. 11.3 Liability Insurance. Lessor and Lessee shall each procure and maintain general broad form liability insurance policies in their own names, insuring against any and all claims for injuries and/or damage to persons or property occurring in, upon, or about the Demised Premises. Such policies shall have a combined single limit coverage of not less than one million dollars. 11.4 Waiver of Subrogation Rights. Lessor and Lessee do each release and relieve the other and any other Lessee, their agents or employees, from responsibility for and waive their entire claim of recovery for (i) any loss or damage to the real or personal property of either located anywhere upon the Demised Premises, arising out of or incident to the occurrence of any of the perils which are covered by their respective insurance policies; or (ii) any loss resulting from business interruption insurance policy or by any loss of rental income insurance policy held by Lessor or Lessee. Each party shall cause its insurance carriers to consent to the waiver of all rights of subrogation against the other party. 12. Destruction or Damage of Premises: If the Demised Premises shall be destroyed or damaged by the elements, fire or earthquake, to such an extent as to render them untenantable in whole or in part, it shall be optional with Lessor to rebuild or repair the same. Lessor shall notify Lessee in writing, within thirty (30) of the event, of Lessor's decision to rebuild or repair the Demised Premises. Should Lessor elect not to rebuild, Lessee shall be released from this Lease as of the date of the event necessitating the rebuilding or repair. Should Lessor elect to repair or rebuild, Lessor shall complete the repair or rebuild within 180 days of the written notification to Lessee. Lessor shall prosecute the work without unnecessary delay. 13. Taking of Demised Premises: In the event more than twenty percent of the Demised Premises are taken by condemnation or otherwise by any government, state or local authority, or in the event Lessee's use of said Demised Premises for the purpose of the Lease is prohibited by reason of change in zoning regulations or otherwise, then, at Lessee's option, this Lease shall be terminated and canceled as of the time of taking possession by said authority or as of the time the use by Lessee of the Demised Premises is prohibited. All sums which may be payable on account of any condemnation shall belong to Lessor, and Lessee shall not be entitled to any part thereof, provided the Lessee shall be entitled to retain any amount awarded for its trade fixtures or relocation expenses, and the value of improvements made to the Demised Premises at Lessee's expense. 14. Indemnification: Lessor, its agents, employees, contractors and invitees, shall not be liable to Lessee or its agents, employees, contractors or invitees or to any third party for any damage to person or Demised Premises caused by or arising from or in connection with any act, omission or negligence of Lessee. Lessee agrees to indemnify, hold harmless and defend any and all liability claims, causes or action, damages, costs and expenses, (including, without limitation, attorney's fees) arising from or in connection with any act, omission or neglect of Lessee or its agents, employees, contractors or invitees; any breach or default under this Lease by Lessee; provided that the foregoing provision shall not be construed to make Lessee responsible for loss, damage, liability claims, causes of action or expenses resulting from injuries to third parties caused by the negligence, or deliberate and intentional acts of Lessor or its officers, contractors, licensees, agents, employees or invitees. 16. Trade Fixtures: Lessee shall not install trade fixtures or equipment on the Demised Premises without Lessor's consent. At the termination of this Lease, Lessee may remove any such trade fixtures or equipment installed by Lessee with Lessor's consent, provided such removal may be accomplished without material injury to any Demised Premises and further provided that Lessee shall repair all damages resulting from any such removal, except normal wear and tear. All fixtures not removed within fourteen (14) days of thetermination date of this Lease shall, at Lessor's option, become the property of the Lessor or, at Lessor's option. Lessor may cause the same to be removed to storage at any public or private place of storage at the cost of and at the risk of the Lessee. 16. Remodeling orAlterations: Lessee shall not make any alterations or improvements in, or additions to, the Demised Premises without consent of Lessor. Alterations and improvements made by Lessee with Lessor's consent shall become the property of the Lessor at the termination of this Lease, except those alterations and improvements as may be removed by Lessee without damage to the Demised Premises. In the event of any such removals, Lessee shall, at its expense, repair all damage. All approved remodeling and alterations shall be in accordance with all applicable fire, safety, zoning and building regulations, and Lessee shall at its expense secure all necessary permits and inspections in connection therewith. All work to be performed pursuant to this paragraph shall be done in a good and workmanlike manner, and when completed shall be free and clear of all claims or liens. Nothing herein contained shall be construed to authorize or empower Lessee to encumber the Demised Premises with any kind or form of lien. If any liens or other priority claims shall be fled against the Premises or any part thereof (except liens or priority claims incurred by Lessor) Lessee will at its own cost and expense within thirty (30) days after the same are filed, secure the Lessor against the same by payment, bonding, or otherwise, provide, however, that nothing herein contained shall prejudice the rights of Lessee to contest to a final judgment or decree respecting any such lien. 17. Notices: All notices hereunder shall be in writing and deemed given when personally delivered to the employee or managing agent in charge of the receiving party's business at the time of service to or when deposited in the United States Mail, postage fully prepaid, by certified mail, return receipt requested, addressed to such other party as follows: Notices to Lessor: Grant County Public Hospital District No. 5 Mattawa Community Medical Clinic 210 Government Way PO Box 1581 Mattawa, WA 99349 Notices to Lessee: Grant County Administrative Services Coordinator PO Box 37 Ephrata, WA 98823 18. Attorney's Fees: Should either party incur attorney's fees in attempting to enforce any obligation hereunder, the prevailing party shall be entitled to recover actual costs and reasonable attorney's fee from the other. 19. Successors and Assigns: All terms, conditions, covenants and agreements of this Lease shall extend to and be binding upon the Lessor, Lessee and their respective successors and assigns. 20. Hazardous Substances: Lessee shall indemnify, hold harmless and defend Lessor regarding all environmental and hazardous substance problems which occur or arise in, on or under the Demised Premises after the date of initial occupancy by Lessee under this Lease to the extent that Lessee is the cause of the environmental or hazardous substance problem. Lessee shall not otherwise be responsible for environmental or hazardous substance problems. For the purposes of this Paragraph, environmental and hazardous substance problems shall be deemed to occur on the date of the activity -giving rise to such problems and not the date of discovery. 21. Compliance with Laws: Lessor and Lessee agree that each shall be in compliance with all applicable federal and state laws and regulations relating to the Lease of the Demised Premises. 22. No Waiver: A failure by either party to promptly enforce any right or remedy arising from breach or event of default shall not be deemed a waiver of such right or remedy of any subsequent breach or event of default. 23. Time: Time is of the essence in this lease. 24. Entire Agreement: This Lease and all exhibits, addenda and attachments hereto represents the entire agreement between the parties, supersedes all prior discussions and agreements between the parties, and may be modified or amended only by written instrument signed by both parties. APPROVED this _:&— day of 2021. BOARD OF COUNTY COMMISSIONERS 11i ; L UyyartteChair Z" L` Danny Sto e, Vice -Chair Rob Janes, ber % i /(-,, GRANT INTEGRATED SERVICES ATT arb Vias uez, Clerk t d Deti-A— nders , Executive Director Date: f - A � .�a � Date: �� Approves to form____— By Kevin Mc rae, Deputy Prosecuting Attorney Date: 1/ 7! d o L DATED this 2S day of 2021. LESSOR: GRANT CO PUBLIC HOSPITAL DISTRICT N0.5 By: Clinic Manager/CEO