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HomeMy WebLinkAboutLease Agreement- Senior CenterLEASE AGREEMENT [234 North Campbell Road, Oshkosh, Wisconsin 54902] This Lease Agreement (this "Lease") is made effective as of March 16, 2020 (the "Effective Date") by and between the City of Oshkosh, through its Senior Center, with an address of 200 North Campbell Road, Oshkosh, Wisconsin 54902 ("Landlord'); and Ascension NE Wisconsin, Inc. with an address of 500 S. Oakwood, Oshkosh, Wisconsin ("Tenant"). RECITALS WHEREAS, Landlord owns that certain senior center located at 234 North Campbell Road, Oshkosh, Wisconsin 54902 Wisconsin (the "Buildin "); WHEREAS, Tenant desires to Lease 300 square feet of the designated space within the Building, as more specifically depicted on Exhibit A, attached hereto (the "Premises"); and WHEREAS, Landlord has agreed to Lease a portion of the Building on an exclusive basis for its rehabilitation therapists to perform services upon the terms, covenants, agreements, and conditions set forth below. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: ARTICLE L Section 1.1. Recitals. Each of the foregoing recitals are incorporated herein by this reference and made a part hereof. All capitalized terms used herein but undefined shall have the meanings as defined in the Sublease. Tenant shall not sublease Premises without the consent of the Landlord. Section 1.2. Lease and Description of Premises. Landlord does hereby lease, demise and let to Tenant, and Tenant does hereby lease from Landlord, subject to and upon the terms, provisions and conditions hereinafter set forth, and each in consideration of the duties, covenants and obligations of the other hereunder, the Premises within the Building. ARTICLE H. TERM, TERMINATION AND CONDITION OF PREMISES Section 2.1. Term. The term of this Lease (the "Term") shall be for a period of three (3) years, commencing on the Effective Date and terminating three (3) years thereafter. Section 2.2. Termination. This Lease may be terminated by either party, at any time and without cause or penalty, by delivering a written notice of termination to the other party at lease sixty (60) business days prior to such early termination. Section 2.3. Condition and Acceptance of Premises. Tenant hereby accepts the Premises in its present condition "as is, where is" and with all faults and defects. Tenant acknowledges that its use of the Premises will be at its sole risk an and Tenant hereby eIt RE VED CEI -t- MAR 10 pg3q CITY CLERK'S G;= =1Lc assumes full responsibility for the safety of any goods, personal property, or other items used or stored therein by Tenant. Landlord shall have no responsibility for the maintenance, repair of or security for the Premises. Landlord shall erect partition walls defining the Premises. Entry door through partition walls shall be lockable. Landlord and Tenant will both have keys for locking partition door. ARTICLE III. USE Section 3.1. Use of Premises. The Premises shall be used on a full-time exclusive basis (Monday -Friday from 7:OOam to 3:30pm except for when the Senior Center is closed for holidays or inclement weather) for the purposes of providing rehabilitation services for members of the public aged 50 and over and located in the Oshkosh community ("Permitted Use") and for no other purpose without Landlord's written consent, which may be given or withheld in Landlord's sole discretion. Tenant will not be issued a key for the Building main entry door. Section 3.2. Care of the Premises. Tenant will keep and maintain the Premises in a neat, clean, sanitary, and orderly condition, and will comply with all rules and regulations from time to time issued by Landlord with respect to the Premises in the Building. Section 3.3. Laws and Regulations; Rules of Building. Tenant shall comply with all Laws, and any and all amendments thereto, relating to the use of the Premises, or the Building. Tenant shall comply with any rules of the Building promulgated by the Landlord (the "Rules"). Section 3.4. Common Areas. Tenant shall have the non-exclusive right to the use of the Building main entry door, corridor to the Premises and the restrooms. Tenant shall have parking rights in common with other Tenants and tenants at the Building on a first -come, first - served basis. Section 3.5. Signage. Subject to Landlord's prior consent, which shall not be unreasonably withheld, Tenant shall have the right to install and update signage at or near the east wall of the Building as you enter the Premises, or other mutually acceptable locations. The signage shall not exceed 12.25 square feet. Suitable sign material should be used; acrylic, aluminum, or medium density overlay. The interior sign would be located on the east wall in the Building's north facility, as you enter the alcove of the Premises, or other mutually acceptable locations. Tenant shall place a small Premise identification sign on the partition or partition doorway. ARTICLE IV. LEASE FEE Section 4.1. Lease Fee. Commencing on the Effective Date and throughout the Term of this Lease, Tenant agrees to pay directly to Landlord, as the Lease fee for the Premises, the amount of $22.00 per square foot, i.e., $6,600.00 per year or $550.00 per month (the "Lease Fee'), which shall be due and payable on the first of the month (with appropriate proration made for partial months if the,teittl yommences on a day other than the first of a month or terminates -2- on a day other than the last of a month). Such Lease Fee includes the use of the Premises and insurance, taxes, and all operating expenses attributable to the Premises. Commencing on the first day of the first anniversary of the Effective Date (if the Effective Date falls on a date other than the first on the month then Commencing on the first of the month immediately after the month of the Effective Date) and on each anniversary thereafter during the Term, the Lease Fee shall be increased by three percent (3%). Section 4.2. Payment of Lease Fee. Lease Fee shall be delivered to Landlord's address set forth below. Lease Fee paid by mail shall be deposited in the mail sufficiently in advance of the due date to ensure that the same is delivered not later than the due date. Deposit of the Lease Fee in the mail does not constitute payment. Section 4.3. Fair Market Value Lease Fee. The Lease Fee has not been determined based on the volume or value of any referrals or other business between the parties. The parties believe and in good faith intend that the Lease Fee charged to Tenant hereunder is fair market value for the Premises, the operating expenses, and other services ancillary to the Premises and Building. ARTICLE V. NON -LIABILITY, INDEMNIFICATION AND INSURANCE Section 5.1. Landlord's Non -Liability. Landlord is protected by certain governmental immunities and limitations of liability within the Wisconsin Statutes including, without limitation, Section 893.80 of the Wisconsin Statutes. All such immunities and limitations are not intended to be waived and are fully incorporated within this agreement. Tenant shall be responsible for losses, claims, demands or actions resulting in injury to person or property, or theft, which may occur within or from the use of the Premises and arising from the Tenant's conduct and operation of Tenant's business in the Premises and shall hold the City harmless from the same. Section 5.2. Tenant's Insurance. Tenant will procure and maintain for the duration of this Lease a policy or policies of insurance, written by a responsible insurance company or companies, insuring Tenant against any and all losses, claims, demands or actions whatsoever for theft or property damage which may occur within or from the use of the Premises or the Building or arising from Tenant's conduct and operation of Tenant's business in the Premises and to furnish Landlord certificates evidencing the existence thereof. Any of the insurance coverages provided for in this section may be provided through self-insurance or similar arrangements established or sponsored by Tenant or an affiliate of Tenant. ARTICLE VI. MISCELLANEOUS AGREEMENTS Section 6.1. Governing Laws. The laws of the State of Wisconsin shall govern this Lease without regard to its conflict of law provisions. Section 6.2. Partial Invalidity. If any provision of this Lease shall be invalid or unenforceable, the remainder of this Lease shall not be affected thereby and each provision shall remain valid and in force to the fullest extent permitted by law. 97E Section 6.3. Representations. All understandings and agreements heretofore made between the parties hereto with respect to the subject matter of this Lease only, and the Landlord -Tenant relationship evidenced hereby, are merged in this Lease, which alone completely expresses the agreement between Landlord and Tenant, and any agreement hereafter made shall be ineffective to modify this Lease unless such agreement is in writing and signed by Landlord and Tenant. Section 6.4. Waiver. The failure of either Landlord or Tenant to seek redress for violation of, or to insist upon strict and timely performance of any covenant or condition of this Lease shall not constitute a waiver of any such violation or prevent a subsequent act which would have originally constituted a violation from having all the force and effect of an original violation. The receipt by Landlord of all or a portion of the Lease Fee then due, or of a restrictively endorsed check, with knowledge of the breach of any covenant of this Lease, shall not be deemed a waiver of such breach. No provision of this Lease shall be deemed to have been waived by either Landlord or Tenant unless such waiver is in writing signed by the waiving ply. Section 6.5. Health Law and Regulatory Compliance. The parties agree that this Lease is intended to comply with all applicable state and federal laws, rules, regulations and accreditation standards including, but not limited to, the Stark Law, Medicare and Medicaid Fraud and Abuse Statute and Regulations promulgated thereunder, HEPAA, OSHA and standards of accrediting bodies, including Joint Commission standards, and all regulations governing use of facilities financed with tax-exempt bonds (the "Healthcare Laws'). It is also the intent and good faith belief that this Lease does not in any manner violate said Healthcare Laws. Subsequent to the execution of this Lease, should any provision of this Lease be deemed by either party to be contrary to the provisions of said Healthcare Laws, then the parties agree to attempt in good faith to renegotiate the problematic provision to the mutual satisfaction of the parties. In the event the parties are not able to mutually agree on modification of the problematic provision, then either party may terminate this Lease upon thirty (30) days written notice to the other party if the terminating party has a good faith belief that the problematic provision creates an unfavorable exposure under said Healthcare Laws. Section 6.6. Ethical and Religious Directives. Each party agrees that Tenant's activities shall be conducted in a manner consistent with, and Landlord shall not cause Tenant to violate, the Ethical and Religious Directives for Catholic Health Care Services as promulgated by the United States Conference of Catholic Bishops, Washington, D.C., of the Roman Catholic Church or its successor. A copy of such directives is available at http://www.usceb.org/about/doctrine%thical-and-relieious-directives/. Section 6.7. Notices. Any and all notices, demands, requests, submissions, approvals, consents, or other communications or documents required to be given, delivered or served or which may be given, delivered or served under or by the terms and provisions of this Lease or pursuant to law or otherwise, shall be in writing. All notices shall be either (i) sent by overnight delivery using a nationally recognized overnight courier, in which case notice shall be deemed delivered one business day after deposit with such courier, (ii) sent by certified return receipt requested U.S. mail, postage prepaid, in which case notice shall be deemed delivered two business days after deposit in such mails, (iii) sent by facsimile, in which case notice shall be -4- deemed delivered upon'the mechanical confirmation of delivery, or (iv) sent by personal delivery, in which case notice shall be deemed delivered upon receipt or refusal of delivery. All notices and Lease Fee payments shall be addressed to the Landlord at: or to such other address as Landlord may from time to time designate by written notice to Tenant, or if to Tenant, addressed to Tenant at: ASCENSION c/o. Jennifer Recker -Jones, RPA, FMA 4300 W Brown Deer Road Suite 106 Brown Deer, WI 53223 Attention: Real Estate Department Telephone: 414.874.6065 Section 6.8. Lease Agreement. The parties hereby agree that this Lease is a Lease agreement only to use the Premises. It is not the parties' intent to convey a possessory interest in any of the Premises from the Landlord to the Tenant, but only a grant of a Lease from the Landlord to the Tenant. Nothing contained herein should be used to claim a possessory interest by Tenant or to construe this Lease as a lease agreement. [Signatures are on the following page] -5- IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be executed by their duly authorized officers or agents as of the latter of the signature dates set forth below. LANDLORD City of Oshkosh By: Printed: M fr..t 144'/o.ee Title: o4wxer re, Date: 3— /o ` 2 u -6- TENANT Ascension NE WFscbnsin, Inc. 0 Title: Chief Financial Officer Date: �labae� f Sll I -NIT zu N d d O) Q N N d W O � y N _CN u V R UI N C Ix U r A k d co a o- a x w Tn rI Fz: N t U 0 O Z Y Z V w w o c E 0 ^ d nU HXJI 1.1\.1 U 5 E y� N 2 ` LL LL 4 u jr u r W � N H A N E0 '9 W 2 Y $o a a 4 m Q a c 12 } u. <0 iz N b W N ® © ► *KIP � J,IXA u O