HomeMy WebLinkAboutLease AgreementLEASE AGREEMENELL W AMBULANCE NVILLE, INDIANA
THIS LEASE, entered into by The Civil City of Jeffersonville, Indiana
(hereinafter referred to as "Landlord") and Yellow Ambulance (hereinafter
referred to as "Tenant").
WITNESSETH THAT Landlord and Tenant, in consideration of their mutual
undertakings, agree as follows:
603 Crestview
Jeffersonville, Indiana 47130
Landlord hereby leases to Tenant and Tenant hereby leases from
Landlord:
` (hereinafter referred to as Leased Premises) and all appurtenances thereto
for a term of Five (5) years, commencing on July 1, 2008, and ending on July 1,
2013
Moreover, the Landlord and Tenant hereby agree that the Tenant shall be
given the option to extend the lease agreement for an additional term of Five (5)
years from July 1, 2bt8through July 1, 203.
z0 i3 2J~~
However, the parties agree that the Landlord can unilaterally repudiate this
option if the Landlord gives the Tenant One Hundred and Eight~Days (180)
L'age 1 of 13
notice prior to the expiration of the original five (5) year term.
Furthermore, the Landlord and Tenant agree that the Tenant shall be given
the option to extend the lease agreement an additional five (5) years from July 1,
2018 through July 1, 2023.
However, the parties agree that the Landlord can unilaterally repudiate this
option if the Landlord gives the Tenant One Hundred and EighhPays (180)
notice prior to the expiration of the second five (5) year term.
Tenant without demand or notice shall pay a monthly rental of One Dollars
($1.00) payable on or before the first day of each month in advance, at the
address of Landlord set forth in this Lease, or such other address as Landlord by
notice shall direct, all upon the following covenants, terms and conditions:
USE COMPLIANCE WITH LAWS. SIGNS
The Leased Premises shall be used by Tenant only for the purposes of:
Operating an Ambulance Service and any other public safety service
that may be approved by the landlord without same being unreasonably
withheld and for no other use or purpose.
Tenant shall keep the Lease Premises in a clean and orderly condition and
shall conduct its business therefrom in a careful and safe manner. Tenant shall
not use the Lease Premises or maintain them in any manner constituting a
violation of any ordinance, statute, regulation, or order of any governmental
authority, including without limitation zoning ordinances, nor shall Tenant
maintain, permit or suffer any nuisance to occur or exist on the Leased Premises.
Tenant shall not affix to or upon the exterior of the Leased Premises any
sign, insignia, or decoration without the prior written consent of Landlord, which
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8122834341
6/24/2008 6: 13PM
Last 7r~nsarst~~~ENDERANDHOLDOVER
Date Time ape enty vcatvon Durlation Pages Result
06/24 06. 12RIrFri~th~~h'r~•}~~i ISZQ'3S~T~~ t rRSfl answer
surrender to Landlord the Leased Premises, together with all other property
affixed to the Lease Premises (excepting trade fixtures) broom clean and in the
same order and condition in which Tenant received them, the effects of ordinary
wear, acts of God, casualty, insurrection, riot or public disorder excepted.
Unless an event of default as hereinafter defined has occurred and remains
uncured, Tenant shall prior to the expiration of the term remove all of tenant's
trade fixtures and personal property from the Leased Premises. Any damage to
the Leased Premises caused by such removal shall be repaired by Tenant prior
to the expiration of the term. At Landlord's option, if Tenant fails to remove such
trade fixtures and personal property then the same shall be deemed the property
of Landlord. If Tenant shall remain in possession of all or any part of the Lease
Premises after the expiration of the term of this Lease, with the consent of the
Landlord, then the Tenant shall be a lessee from month to month at the same
rental and subject to all of the other applicable covenants, terms and conditions
hereof.
3. ASSIGNMENT AND SUBLETTING
Tenant shall not assign, mortgage, encumber, or transfer this Lease in
whole or in part, or sublet the Leased premises or any part thereof, nor grant a
license or concession in connection therewith.
This prohibition shall include any act which has the effect of an assignment
or transfer and which occurs by operation of law, except any transfer or
assignment resulting from death of Tenant, if a natural person.
4. ALTERATIONS AND MAINTENANGE_OF LEASED PREMISES .-
Tenant shall not cause or permit any alterations, additions or changes of or
upon any part of the Leased Premises without first obtaining the written consent
of Landlord. All alterations, additions or changes to the Leased Premises shall be
made in accordance with all applicable laws and shall become the property of
Landlord.
Tenant shall make improvements upon the premises as set forth in the
attached Exhibit "A" and as agreed upon by the parties at the time of the
Page 3 oS 13
execution of this agreement.
Tenant shall make all repairs necessary to maintain the following in the
condition they are in upon the completion of those improvements as set forth in
Exhibit "A" attached hereto:
A. The exterior and structural walls (inclusive of storefronts, doors and
glass) structural floors (inclusive of floor coverings), foundations,
roofs, gutters, and exterior downspouts of the Leased Premises;
B. All appurtenances (if any) to the Leased Premises including, without
limitations, lobbies, stairways, storage areas, passageways,
sidewalks, driveways, parking areas and canopies;
C. Water, sewage, gas and electrical lines from the public mains up to
the point of entry to the Lease Premises; and
D. If the Leased Premises are an integral part of a larger structure, then
to such portions of the structure which because of its state of
disrepair adversely and materially affects Tenant's use of the Leased
Premises;
E. Exhibit "A" shall be developed by Deputy Chief Joseph Lee and shall
be provided to both the city and Yellow Ambulance.
except to the extent that the acts or neglect of Tenant its employees or invitees
necessitates such repairs. Tenant shall make all other repairs not required to be
made by Landlord to maintain the Lease Premises in the same condition they are
now in.
Tenant accepts the Lease Premises in their present condition. However,
Tenant acknowledges that Tenant shall be obligated to complete those
improvements as set forth in Exhibit "A" within one (1) year of the
execution of this lease agreement.
5. DESTRUCTION ---
If the Lease Premises should be damaged or destroyed by fire or other
cause to such an extent that the cost of repair and restoration would exceed 30
percent of the amount it would cost to replace the Leased Premises in their
entirety at the time such damage or destruction took place, then Landlord shall
have the right to cancel this Lease by giving Tenant notice of such election within
thirty (30) days after the occurrence of such damage or destruction and this
Lease shall terminate as of fifteen (15) days after the date such notice is given. I'
Landlord fails to exercise this option to terminate then Landlord shall at its
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expense promptly repair and restore the Leased Premises to substantially the
same condition they were prior to the damage or destruction.
If the Lease Premises should be damaged or destroyed by fire or other
cause to such an extent that the costs of repair and restoration would be less
than 30 percent of the amount it would cost to replace the Leased Premises in
their entirety at the time such damage or destruction took place, then this Lease
shall not terminate and the Landlord shall at its expense promptly repair and
restore the Leased Premises to substantially the same condition they were in
prior to the damage or destruction.
If they Leased Premises are an integral part of a larger structure and if the
structure should be damaged or destroyed by fire or other cause to such an
extent that the cost of repair and restoration would exceed 30 percent of the
amount it would cost to replace the structure in its entirety at the time such
damage or destruction took place and notwithstanding that the Leased Premises
may be unaffected by such damage or destruction, then Landlord shall have the
right to cancel this Lease by giving Tenant notice of such election within thirty
(30) days after the occurrence of such damage or destruction and this Lease
shall terminate fifteen (15) days after the date such notice is given.
In the event the Leased Premises are damaged or destroyed the rents
herein provided, or a fair and equitable portion thereof, shall be abated until such
time as the Leased Premises are repaired and restored. The term of this Lease
shall be extended for a period equal to the period during which there has been a
complete abatement of rent. The opinion of an architect or registered engineer
appointed by Landlord as to the costs of repair, restoration or replacement shall
be controlling upon the parties. Landlord' obligation to restore or repair does not
include fixtures or improvements installed or owned by Tenant. The provisions of
this Section are not intended to limit, modify or release tenant from any liability it
may have for damage or destruction.
6. CONDEMNATION
If the entire Leased Premises, or such portion thereof as will make the
remainder unsuitable for the use permitted by this Lease, is condemned by any
legally constituted authority,_or--ita conveyance or other acquisition in lieu oLsuch
condemnation is made, the this Lease shall terminate as of the date possession
is required by the condemnor. If a portion of the Leased Premises is condemned
but the remainder is still suitable for the use permitted by this Lease, this Lease
shall not terminate but a portion of the rent far the rest of the term shall be
abated in proportion to the amount of the Leased Premises taken. All
compensation paid in connection with the condemnation shall belong to and be
the sole property of Landlord, except Tenant shall be entitled to any
compensation awarded for Tenant's trade fixtures and for moving expenses.
PdQE S OS 16
said policy of insurance and shall provide the Landlord a copy of said
policy and declaration page.
9. LANDLO___R~'S LIEN
To secure the payment of rent and the other liabilities of Tenant hereunder.
Tenant hereby grants to Landlord a security interest in all of Tenant's personal
property and fixtures (including without limitaton, Tenant's inventory and
equipment, whether now or hereinafter acquired) which is now or hereinafter
located at the Leased Premises and in the proceeds thereof, including tort claims
and insurance (all hereinafter collectively referred to as "Collateral"). Tenant
represents that the Collateral will be used primarily in conducting a business at
the Leased Premises. Tenant shall not permit the removal of any collateral from
the Leased Premises, except in the ordinary clause of Tenant's business. Tenant
authorizes Landlord to file financing statements relating to the Collateral Tenant's
business. Tenant authorizes Landlord to file financing statements relating to the
Collateral signed only by the Landlord. Upon the occurrence of aavailableounder
Default. Landlord shall have all the remedies of a secured party
Indiana law. These remedies include, without limitation, the right to take
possession of the Collateral and for that purpose Landlord may enter upon any
premises on which the Collateral, or any part of it, may be situated and remove it
and Tenant shall hold Landlord harmless from any liability sustained thereby,
except through wanton or willful misbehavior. Landlord may require that Tenant
make the Collateral available to Landlord at a place to be designated by Landlord
which is reasonably convenient to both parties. Unless the Collateral threatens to
decline speedily in value or is of a type customarily sold on a recognized market,
Landlord shall give Tenant at least ten (10) days prior written notice of the time
and place of any public sale thereof or of the time at which any private sale or any
other intended disposition thereof is to be made. Expenses of retaking, holding,
preparing for sale, selling and the like shall include Landlord's reasonable
attorneys' fees and legal expenses.
10. EVENTS OF DEFAULT
Any of the following shall be deemed an Event of Default: <
A due and the fallure contintues forts dayst when the same becomes
g. Tenant's failure to perform or observe any other covenant, term or
condition of this lease to be performed or observed by Tenant and if
curable, the failure continues for 15 days after notice thereof is given
to Tenant.
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7. MECHANIC'S LIENS
Tenant shall not permit any Statement of Intention to hold a Mechanic's
Lien to be filed against the Leased Premises or any part thereof nor against any
interest or estate therein by reason of labor, services or materials claimed to have
been performed or furnished to or for Tenant. If such Statement of Intention to
hold a Mechanic's Lien shall be filed, Landlord at its option may compel the
prosecution of an action for the foreclosure of such Mechanic's Lien by the
Lienor. If any such Statement of Intention to hold a Mechanic's Lien shall be filed
and an action commenced to foreclose the lien, Tenant, upon demand by
Landlord, shall cause the lien to be released by the filing of a written undertaking
with a surety approved by the Court and obtaining an order from the Court
releasing the property from such lien. Nothing in this Lease shall be deemed or
construed to constitute consent to or request to any party for the performance of
any labor or services or the furnishing of any materials for the improvement,
alteration or repairing of the Leased Premises; nor as giving Tenant the right or
authority to contract for, authorize or permit the performance of any labor or
service or the furnishings of any material that would permit the attaching of a valid
Mechanic's Lien.
8. INDEMNIFICATION AND RELEASE
Regardless of whether or not, separate, several, joint or concurrent liability
Laridbord from and agai st all~damagest c aams and I abil ty an~ing from) ors
connected with Tenant's control or use of the Leased Premises, including without
limitation, any damage or injury to person or property. This indemnification shall
nsurancee If Landlo d sha hw thout fauldtl become acparty for ftigation gainst by
commenced by or against Tenant, then Tenant shall indemnify and hold Landlord
harmless. The indemnification provided by this Section shall include Landlord's
legal costs and fees in connection with any such claim, action or proceeding.
Tenant does hereby release Landlord from all liability for any accident, damage or
injury caused to person or property on or about the Leased Premises, whether
due to negligence on the part of Landlord and notwithstanding whether such acts
or omissions be active or passive. Landlord and Tenant do each hereby release
the other from all liability-for any accident, damage or injury caused taperson or
property, provided, this release shall be effective only to the extent that the
injured or damaged party is insured against such injury or damage and only if this
release shall not adversely affect the right of the injured or damaged party to
recover under such insurance policy.
Tenant agrees that it shall maintain liability insurance and property
and casualty insurance upon said property in the sum of One Million
Dollars ($1,000,000) per person and One Million Dollars ($1,000,000) per
occurrence. Tenant shall name the Landlord as an "also insured" upon
Ya~P e _~
C. Abandonment of the Leased Premises.
D. The filing or execution or occurrence of:
(~~ An involuntary petition in bankruptcy against Tenant and the
failure of Tenant, in good faith, to promptly commence and
diligently pursue action to dismiss the petition.
(2~ A petition against Tenant seeking a reorganization,
arrangement, composition, readjustment, liquidation,
dissolution or other relief of the same or different kind under
any provision of the Bankruptcy Act, and the failure of Tenant
in good faith to promptly commence and diligently pursue
action to dismiss the petition.
(3~ A general assignment for the benefit of creditors by Tenant.
(qj The taking by any party of the leasehold created hereby, or
any part thereof, upon foreclosure, levy, execution, attachment
or other process of law or equity.
For purposes of this Section 10 and Sub-Section B of Section 11, the term
"Tenant" shall include any assignee, sublessee, or guarantor of Tenant. This
provision, however, shall be construed to permit the assignment of this Lease,
nor the subletting of the Leased Premises, except as may be permitted hereby.
11. LANDLORD'S REMEDIES
A. Upon the occurrence of any Event of Default Landlord may, at its
option, in addition to any other remedy or right it has hereunder or by law:
(1) Re-enter the Leased Premises, without demand or notice, and
resume possession by an action in law or equity or by force or
otherwise and without being liable in trespass or for any damages
and without terminating this Lease. Landlord may remove all
persons and property from the Leased Premises and such property
--may be removed and stored at the cost of.Ienant.
(2) Terminate this Lease at any time upon the date specified in a notice
to Tenant. Tenant's liability for damages shall survive such
termination. Upon termination such damages recoverable by
Landlord from Tenant shall, at Landlord's option, be either an
amount equal to "Liquidated Damages" or an amount equal to
"Indemnity Payments". "Liquidate Damages" means an amount
equal to the excess of the rentals provided for in this Lease which
would have been payable hereunder by Tenant, had this Lease not
eaae E of _~
so terminated, for the period commencing with such termination and
ending with the date set for the expiration of the original term
granted, (hereinafter referred to as "Unexpired Term"), over the
reasonable rental value of the Leased Premises for such Unexpired
Term.
"Indemnity Payments" means an amount equal to the rent and other
payments provided for in this Lease which would have become due
and owing thereunder from time to time during the Unexpired Term
plus the cost and expenses paid or inairred by Landlord from time to
time in connection with:
(a) Obtaining possession of the Leased Premises;
(b) Removal and storage of Tenant's or other occupant's
property;
(c) Care, maintenance and repair of the Leased Premises
while vacant;
(d) Reletting the whole or any part of the Leased
Premises;
(e) Repairing, altering, renovating, partitioning, enlarging,
remodeling or otherwise putting the Leased Premises,
either separately or as part of larger premises, into
condition acceptable to, and reasonably necessary to
obtain new lessees; .
(f) Making all repairs, alterations and improvements
required to be made by Tenant hereunder and of
performing all covenants of the Tenant relating to the
condition of the Leased Premises;
less the rent and other payments, if any, actually
collect and allocable to the Leased Premises or to the
portions thereof relet by Landlord. Tenant shall on
demand make Indemnity Payments monthly and
__ Landlord can sue for aWndemnity Payments as they
accrue.
(3) Without terminating this Lease, relet the Leased
Premises without the same being deemed an
acceptance of a surrender of this Lease nor a waiver of
Landlord's rights or remedies and Landlord shall be
entitled to Indemnity payments, as heretofore defined,
from Tenant. Any reletting by Landlord may be for a
period equal to or less than, or extending beyond the
-~~~ s ~ . ,
remainder of the original term or for the whole or any
part of the Leased Premises, separately or with other
premises or for any sum, or to any lessee or for any
use Landlord deems appropriate.
B. Upon the occurrence of any of the following:
(1) The filing of a voluntary petition in bankruptcy by
Tenant.
(2) The filing of a petition or answer by Tenant seeking a
reorganization, arrangement, composition,
readjustment, liquidation, dissolution or other relief of
the same or different kind under any provision of the
Bankruptcy Act.
(3) An adjudication of Tenant as a bankrupt or insolvent.
(4) The appointment of a trustee, receiver, guardian,
conservator or liquidator of Tenant with respect to all or
substantially all of its property.
this Lease shall terminate ipso facto as of such occurrence
and the Lease Premises shall be surrendered as required by
Section 2. Tenant's liability for damages shall survive such
termination and Landlord shall be entitled to recover an
amount equal to Liquidated Damages as defined above or an
amount equal to the.maximum allowed by any statute or rule
of law in effect at the time when and governing the
proceedings in which such amount is sought, whichever is
less.
12. ADVANCES AND INTEREST
Upon the occurrence of any Event of Default, Landlord may, if such default
has not been cured, cure that default for the account and at the expense of
Tenant. If Landlord in curing such default is compelled to pay or elects to pay
---any sum of money or do any acts which vdll require the payment of any sum of
money, the sum so paid or incurred shall be reimbursed by Tenant upon demand
by Landlord. All sums as to which Tenant is in default of payment shall bear
interest at the rate of eight percent (8%) per annum until paid.
13. ATTORNEY'S FEES
Each party shall pay the other party's reasonable legal costs and attorneys'
fees incurred in successfully enforcing against the other party any covenant, term
?age SO of __
or condition of this lease.
14. ACCESS BY LANDLORD TO LEASED PREMISES
Landlord, Landlord's agents, and Landlord's prospective lessees,
purchasers or mortgagees shall be permitted to inspect and examine the Leased
Premises at all reasonable time and Landlord shall have the right to make any
repairs to the Leased Premises which Landlord may deem necessary, but this
provision shall not be construed to require Landlord to make repairs except as is
otherwise required hereby. For a period commencing six (6) months prior to the
expiration of the term of this Lease, Landlord may maintain "For Rent" signs on
the front or on any part of the Leased Premises.
15. QUIET ENJOYMENT
If Tenant shall perform all of the covenants and agreements herein
provided to be performed on Tenant's part, Tenant shall, at all times during the
term, have the peaceable and quiet enjoyment of possession of the Leased
Premises without any manner of hindrance from Landlord or any parties lawfully
claiming under Landlord.
16. SECURITY PAYMENT
The sum of $100 (One Hundred Dollars) is hereby paid by Tenant as
security (and not as a payment ofrental, final or otherwise) for the full and faithful.
performance by Tenant of all of its duties under this Lease and without any
liability on Landlord for interest. Upon an Event of Default as heretofore defined,
Landlord may apply such sum to any liability, costs or damages caused Landlord
without waiving or limiting its right to further hold Tenant for liability, costs or
damages otherwise due. Within fifteen (15) days after the termination of this
Lease, Landlord shall repay to Tenant all or such part of the sum paid as security
as Tenant shall be entitled to.
17. GENERAL AGREEMENT OF PARTIES
This Lease shall extend to and be binding upon the heirs, personal
representatives, successors and assigns of the parties. This provision, however,
shall not be construed to permit the assignment of this Lease except as may be
permitted hereby. When applicable, use of the singular form of any word shall
mean or apply to the plural and the neuter form shall mean or apply to the
feminine or masculine.
The captions and article numbers appearing in this Lease are inserted only
as a matter of convenience and are not intended to define, limit, construe or
page li o_ ~_
describe the scope or intent of such provisions. No waiver by landlord of any
default by Tenant shall be effective unless in writing, nor operate as a waiver of
any other default or of the same default on a future occasion. Landlord's
acceptance of rent shall not be deemed a waiver as to any proceeding default.
Any notices to be given hereunder shall be deemed sufficiently given when in
writing and (a) actually served on the party to be notified or (b) placed in an
envelope directed to the party to be notified at the following addresses and
deposited in the United States mail by certified mail, postage prepaid.
1. If to Landlord at: 500 Quartermaster, Jeffersonville, In. 47130
2. If to Tenant at:
Such addresses may be changed by either party by written advice as to the new
address given as above provided. If there is more than one Tenant, their
obligation shall be joint and several. This Lease shall not be recorded.
18. Miscellaneous Agreements Between the Parties:
The parties further agree that the following shall be considered additional
considerations for the execution of this lease agreement. Moreover, the parties
acknowledge and agree that the breach of any of these additional agreements
shall be deemed a breach of the lease in its entirety and the Landlord shall be
afforded all remedies thereto:
1. The Tenant agrees that it shall operate its Southern Indiana ambulance
service from the offices of the leased premises. As such, the Tenant shall
utilize said premises as its Southern Indiana office, shall remit all pay
checks and salary to•its employees from said leased premises thereby
paying those Indiana Income Taxes that are normal and usual for all
business that operate within the City of Jeffersonville, Indiana;
2. The Tenant agrees that it shall maintain medical supplies such as
defibrillator pads, oxygen and other supplies normally used in the course of
First Responder and Emergency Medical services in such an amount and
type that the Jeffersonville Fire Department shall be permitted to secure
those supplies in order to eliminate the cost and expense to the taxpayers
of Jeffersonville for the purchase of said supplies;
3. The Tenant agrees that-i~shall maintain a minimum of one (1) paramedic_
unit upon the premises at all times. The purpose thereof is to insure that
the citizens of Jeffersonville have the benefit of the services of a paramedic
and ambulance at all times;
4. The Tenant agrees that it shall continue to make first alarm responses with
the Jeffersonville City Fire Department. This includes, but shall not be
limited to, fires, rescue, haz-mat or any and all other requests made by the
City of Jeffersonville and/or a authorized Department Head or Police or Fire
personnel;
?age 12 of 13
Exhibit A
Tenant agrees to and wishes to maintain the building in its entirety as set forth in section
# 4 A, B, and C.
Tenant also agrees to pay al] utilities associated with the property and building
Tenant also wishes to construct office space within the building to house a member of
management for oversight and managing of crews utilizing said premise.
Tenant also wishes to construct an area for Medical Oxygen storage in the gazage portion
of the building to be able to stock Ambulances with oxygen and to provide the
Jeffersonville Fire Department a place to Vade out their oxygen tanks. Said space will be
in accordance with all applicable laws and shall be inspected by the appropriate fire
deparUnent agency for compliance of such.
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AD. LOOTR-4 PAGE 2
INSUREDS NAME Louisville Transportation Co OPID 30 DALE 06/04/08
Named Insureds:
Yellow Ambulance o£ Southern Indiana
Yellow Ambulance of Christian County
Yellow Ambulance o£ Owensboro 6 Devisee County
United Transportation, Inc.
Nildcat Transportation Co., LLC
Yellow Cab Company of Louisville, LLC
Yellow Enterprise Systems, LLC
Yellow Ambulance Service: Care Division
Ambulance Service Division - retroactive data 3-1-05
Ambulance Service - retroactive date 9-10-07