1-_Sample_Lease.pdf

Lessor ________ Page 1 of 7 Lessee ________

LEASE NO. DACA63-5-________

FACILITY LEASE

PRIVATELY OWNED PROPERTY

LEASE FOR MEDCOM CLINIC

BETWEEN

AND

THE UNITED STATES OF AMERICA

TAX ID#: _____________ DUNS #: _____________

THIS LEASE made and entered into the effective date above, by and between _____________, whose address is _____________, whose interest in the property hereinafter described is that of owner, hereinafter called “Lessor”, and the UNITED STATES OF AMERICA, hereinafter called the “Government”:

WITNESSETH: The parties hereto for the considerations hereinafter mentioned, covenant and agree as follows:

1. Lessor hereby leases to the Government the following described premises:

_____________rentable square feet located at _____________, which is shown in

Exhibit “A”, Floor Plan, and shown in Exhibit “B”, Site Plan, attached hereto and made a part of this agreement, the “Leased Premises”, being located on real estate

(“Real Estate”), more particularly described in Exhibit “C”, Legal Description, attached hereto and made a part hereof, to be used for Government purposes consisting of clinical use only.

2. TO HAVE AND TO HOLD the said Leased Premises with their appurtenances for a lease with term beginning _____________ (“Lease Commencement Date”), subject to the substantial completion of the Tenant Improvements as provided below, and ending on _____________ (the “Lease Expiration Date”), and also subject to termination rights as herein-after set forth (the “Term”). The Lessee shall have the right and option to renew this lease for

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Rounded Exhibit Stamp

Lessor ________ Page 2 of 7 Lessee ________

_____________ periods, at the end of the initial term, under the same terms, conditions, and consideration provided herein. The Government may terminate the Lease prior to the Lease Expiration Date, at any time after _____________, to be effective any anniversary date of the Lease Commencement Date or Amended Lease Commencement Date, as applicable, by giving Lessor not less than _____________days prior written notice of its election to terminate this Lease. This Lease shall be amended by supplemental agreement (“Supplemental Lease Agreement”), if required to reflect the actual date the Tenant Improvements are deemed substan-tially complete. The Supplemental Lease Agreement shall establish a new commencement date for the term of the Lease (“Amended Lease Commencement Date”) and a new Lease Expiration Date (“Amended Lease Expiration Date”). Lessor understands that no rental payments will be due hereunder until such time as the Tenant Improvements are deemed substantially complete hereunder; provided however, if the Tenant Improvements are not substantially complete on the Lease Commencement Date due to (a) delays in work performed at the Leased Premises by the Government (“Government Work”), Change Orders (“Change Orders”) requested by the Government and agreed to by Lessor, as reflected in a Supplemental Lease Agreement, requiring an agreed to additional design and/or construction time, (b) failure of the Government to pay Lessor the difference between the cost of the Tenant Improvements and Lessor’s Contribution, as such term is defined in Subparagraph 5(b) below, or (c) other acts or omissions of the Government, the obligation of the Government to begin rental payments hereunder will begin on the earlier to occur of (i) the date the Tenant Improvements are deemed substantially complete hereunder, or (ii) the Lease Commencement Date. Any minor “punch list” items will be corrected concurrent with occupancy.

3. For purposes of this Lease, “Lease Year” shall mean the twelve (12) month period commencing on the Lease Commencement Date or Amended Lease Commencement Date, as applicable, and each subsequent twelve (12) month period thereafter during the Term. The base rate will be _____________ per rentable square foot and the operating expenses (fully serviced) will be _____________ per rentable square foot. The Government shall pay Lessor annual Rent (defined as Base Rent plus Operating Expenses) for each Lease Year in the amount of _____________ per rentable square foot, otherwise totaled as _____________ per year, or _____________ each month in arrears.

The date that rent commences hereunder (“Rent Commencement Date”) shall be the Lease Commencement Date or the Amended Lease Commencement Date, as provided in Paragraph 2.

Rent shall be payable monthly in arrears. Payment of Rent shall be made by electronic funds transfer and shall be payable to _____________, by: U. S. Army Corps of Engineers, USACE Finance Center, Attn: CEFC-AO, 5720 Integrity Drive, Millington, Tennessee 38054-5005.

(a) Operating Expenses: Beginning with the second Lease Year and each Lease Year thereafter, upon request the Government agrees to settle actual increases or decreases in real estate taxes and operating expenses as listed on Exhibit F, GSA Form 1217 Lessor’s Annual Cost Statement, above or below the annual operating cost base rate of $_____________per net rentable square foot or $_____________ (the “Operating

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Lessor ________ Page 3 of 7 Lessee ________

Cost Base Rate”). Any reconciliation will be made via a supplemental agreement provided that the increase or decrease shall be not less than $150.00. Such request shall be in writing and received by the Government no later than 90 days from the end of the calendar year for which payment is requested. If no reconciliation request is received from the Lessor within the 90 day period, the Lessor’s right to reconcile the previous year’s operating costs will be waived. No payment will be made until the Lessor has furnished to the Government copies of proof of payment (invoices/receipts/canceled checks) or, at the Government’s option, a certified statement for each calendar year to support such increased costs (exclusive of any forfeited discount, penalties, and interest assessed, levied, and charged against the leased premises), for the purpose of a comparison of the costs for the year for which payment is requested with the costs specified below. In order to support a payment for increased costs, documentation relating to each item specified above must be submitted, not just the item for which an increase is claimed. The Government reserves the right to request documentation for all preceding calendar years of the lease. If it is determined that for any calendar year a decrease was experienced, the Government shall have the right to recover any overpayment for that calendar year from the Lessor by lump sum payment or by adjusting the monthly rental payment. Consideration for any period of the lease that is less than the full 12-month calendar year will be prorated.

(b) Contingency: The Government’s obligation and legal liability for pay-ment of the Rent provided under this Lease during the Term hereof is expressly con-tingent upon the appropriation by Congress of the funds required to meet such obligation.

The Government represents that Congress has appropriated funds required to meet the Government’s obligations for Rent for the first Lease Year and the Government’s portion of the cost of construction of the Tenant Improvements. The Government shall request the inclusion of payment of Rent hereunder, in its budget requests during each Lease Year for the balance of the Term. If Congress fails to appropriate the required funds, the Government shall terminate this Lease in accordance with Paragraph 2 foregoing.

4. If the Government fails to occupy any portion of the Leased Premises or vacates the Leased Premises in whole or in part prior to expiration of the term of the Lease, the Operating Expenses will be reduced by that portion of the costs per ANSI/BOMA Office Area square foot of Operating Expenses not required to maintain the Leased Premises in a good and tenantable condition. Said reduction shall occur after the Government gives sixty (60) calendar days prior notice to Lessor and shall continue in effect until the Government occupies the Lease Premises, or portion thereof as the case may be, or the Lease expires or is terminated as provided herein. The Government shall continue to be responsible for increases in the Operating Cost Base Rate, as adjusted hereunder. If the Government vacates all or any portion of the Leased Premises, Lessor shall have the right to market (advertise, sign, show) the vacant space and to procure new subleases, provided the Government shall have the right to approve any sublease of its space, which approval shall not be unreasonably withheld or delayed.

Lessor ________ Page 4 of 7 Lessee ________

5. Lessor shall furnish to the Government, as part of the rental consideration, the following:

(a) Facilities and janitorial services as specified in, Exhibit D (“Utilities and Facility Services”);

(b) Tenant improvements (“Tenant Improvements”) to the Leased Premises, to be designed and constructed by Lessor in accordance with the Government Plans as identified in Exhibit E (“Government Plans”), which may be added hereto, once the final plans have been completed and approved. Notwithstanding any of the foregoing to the contrary, the parties hereto understand and agree that Government’s obligation to pay the cost of completing the Tenant Improvements shall not exceed $_____________and that all costs in excess of such amount shall be paid by the Lessor, in accordance with one or more separate Supplemental Agreements between the Government and Lessor. The final amount to be paid by the Government to the Lessor for tenant improvements will be based on total construction costs, which must be able to be validated by an independent government estimate [IGE] of those costs. For this IGE, the Lessor will be required to furnish a bid book detailing the cost breakdown by construction category and trade, and may be required to furnish three valid bids for the work. Once final plans have been approved and the final estimates therefor have been approved, the actual amount to be reimbursed to the Lessor will be fixed and documented by a Supplemental Agreement to this Lease. Lessor has the first right of refusal for tenant improvements.

(c) Maintenance in accordance with Clause No. 14 of the attached General Clauses.

(d) All utilities, including water and sewer services and electricity as more particularly set forth in Exhibit D.

(e) Payment to third parties for real estate taxes and insurance premiums with respect to the Leased Premises.

6. Any notice under the terms of this Lease given by the Government or Lessor shall be in writing and shall be either (a) delivered personally to the party being notified, or

(b) delivered by certified mail, return receipt requested, postage prepaid, and, if to the Government, shall be addressed to the District Engineer, United States Army Engineer District, Fort Worth, ATTN: CESWF-RE-A, P.O. Box 17300, Fort Worth, Texas 76102-0300, and if to Lessor, shall be addressed to _____________.

7. The lessee shall have the right, during the existence of this lease, to make alterations, attach fixtures, and erect additions, structures, or signs, in or upon the property hereby leased, which fixtures, additions, structures, or signs, so placed in, upon or attached to the

Lessor ________ Page 5 of 7 Lessee ________ said property shall be and remain the property of the Lessee and may be removed or left in place at the option of the Lessee. The Lessee shall surrender possession of the property upon the expiration or termination of this lease. The Lessor hereby releases and forever discharges the Lessee, its officers, employees, and/or contractors from any and all liability, claims or demand for site restoration of the leased premises.

8. In case of failure on the part of Lessor to achieve substantial completion of the Tenant Improvements hereunder by _____________ days after receipt of the building permit and completion of demolition, except for causes beyond the reasonable control of Lessor, such as acts of God, war, extreme weather conditions, civil commotion, strikes, other “Excusable Delays” as said term is defined in the General Clauses, or other such occurrences, Lessor shall pay the Government as fixed and agreed liquidated damages, pursuant to this paragraph, the Government’s actual documented direct costs incurred as a direct result of the inability of the Government to timely occupy the Leased Premises. Prior to such payment by Lessor, the Government shall provide Lessor with a detailed breakdown of said actual costs.

9. In the event of change of ownership of the leasehold interest of Lessor in the Leased Premises, Lessor agrees to notify the Government as soon as possible of the change of ownership and further agrees to furnish the Government a copy of the assignment, or other proof of ownership transfer, within thirty (30) days of the effective date of said change of ownership.

Failure by Lessor to provide requested documents within said (30) days may result in the delay of rental or other payments due under this Lease until such time that proof of ownership transfer is provided to the Government.

10. No Member of or Delegate to Congress, or Resident Commissioner, shall be admitted to any share or part of this lease contract, or to any benefit that may arise therefrom; but this provision shall not be construed to extend to this lease contract if made with a corporation for its general benefit.

11. The Government may, by written notice to Lessor, terminate the right of Lessor to proceed under this Lease if it is found, after notice and hearing, by the Secretary of the Army or his duly authorized representative, that gratuities (in the form of entertainment, gifts, or otherwise) were offered or given by Lessor, or any agent or representative of Lessor to any officer or employee of the Government with a view toward securing a lease or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing, of such leases; provided that the existence of facts upon which the Secretary of the Army or his duly authorized representative makes such findings shall be in issue and may be reviewed in any competent court. In the event this Lease is terminated as provided

Lessor ________ Page 6 of 7 Lessee ________ above, the Government shall be entitled (1) to pursue the same remedies against Lessor as it could pursue in the event of a breach of the lease by Lessor, and (2) as a penalty in addition to any other damages to which it may be entitled by law, to exemplary damages in an amount (as determined by the Secretary of the Army or his duly authorized representative) which shall be not less than three nor more than ten (10) times the costs incurred by Lessor in providing any such gratuities to any such officer or employee. The rights and remedies of the Government provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law under this Lease.

12. This Lease shall bind, inure to the benefit of, and be exercised by successors in interest of all parties.

13. At all times during the lease term, Lessor shall maintain liability insurance in amounts which together with any excess liability coverage provided under blanket umbrella coverage by Lessor shall be no less than $5,000,000.00 for claims arising from any one incident with respect to bodily injuries or death resulting therefrom, property damage, or both, suffered or alleged to have been suffered by any person or persons while on or about the Building. The liability insurance policy shall insure the hazards of the Building and operations conducted in and about the Building. Each policy will provide that any losses shall be payable notwithstand-ing any act or failure to act or negligence of Lessor or the Government or any other person;

provided that the insurer will have no right of subrogation against Lessor or Government, and be reasonably satisfactory to Lessor and the Government in all respects. Furthermore, Lessor shall maintain a standard fire and extended coverage insurance policy or policies on the Building. The amount of such policy shall be equal to the replacement cost of the Building.

Lessor ________ Page 7 of 7 Lessee ________

THE UNITED STATES OF AMERICA

BY:

(PRINTED NAME/ADDRESS OF WITNESS)

(PRINTED NAME/ADDRESS OF WITNESS)

LESSOR: _________________

BY: ____________________________________

BY:

IN WITNESS WHEREOF, the parties hereto have hereunto subscribed their names as of the date first above written.

Witness:

Witness: