Loading...
HomeMy WebLinkAbout2002-12• Ordinance 2002-12 Ordinance Adopting a Lease By and Between the Town of Pulaski, Virginia and Medical Transportation Management, Inc. • • ADOPTED: November 12, 2002 EFFECTIVE: November 12, 2002 t~~ r 6 ORDINANCE 2002-12 ORDINANCE ADOPTING A LEASE BY AND BETWEEN THE TOWN OF PULASKI, VIItGINIA AND MEDICAL TRANSPORTATION MANAGEMENT, INC. WHEREAS, the Town Council of the Town of Pulaski, Virginia, sitting in a called session, has determined that there is a need to create jobs within the Downtown area and WHEREAS the Town has available space in the Pulaski Business Plaza, Inc., also known as "The Old Maple Shade"; and it is otherwise consistent with the public good and general welfare of the public; and WHEREAS, Medical Transportation Management, Inc. (MTM) wishes to locate a "call center" within the Town of Pulaski which would add and/or create new jobs within the Town of Pulaski; NOW, THEREFORE, BE IT ORDAINED, by the Town Council of the Town of Pulaski, Virginia that the Town Council does hereby authorize the attached lease of Town owned property to MTM under the terms and conditions set forth in the lease attached hereto and expressly made a part hereof, and does further authorize its agents to execute said lease after proper execution of said lease by MTM. • This ordinance is effective upon adoption and is adopted this 12th day of November, 2002 by recorded vote as follows: Jeffrey S. Worrell Aye Pauline G. Mitchell Aye Kenneth M. Fleenor Aye John T. Bolen Aye E..G. Black, Jr. Aye James M. Neblett, Jr. Aye Bettye H. Steger Aye THE TOWN OF PLTLASKI, VTRGTNIA Charles W. Stewart, Jr. Mayor Attested: Patricia Cruise Clerk of Council ~~ ~ LEASE This Lease agreement by and between Medical Transportation Management, Inc. (]kITM), a Missouri corporation, with principal offices at 125 Wharf Street, Suite 25, Lake St. Louise, Missouri 63367, hereinafter referred to as Lessee and Town of Pulaski, Virginia, hereinafter referred to as Lessor shall be binding on the parties, heirs, successors in interest andlor assigns as hereinafter set forth pertaining to the following described land and building: 9,000 square feet in the Pulaski Business Plaza, Inc., also known as "The Old Maple Shade", located at 65 Commerce Street, SW, Pulaski, Vuginia (hereinafter referred to as the "Premises") all in accordance with the attached Exhibit Al and A2 attached hereto and expressly made a part hereof; That for and in consideration of the mutual covenants hereinafter set forth and ten dollars cash ($10.00) in hand received and paid by Lessee to Lessor and hereby acknowledged, the Lessor does hereby lease the Premises unto the Lessee, and Lessee agrees to lease the Premises from Lessor, for a term of three (3) years on the terms and conditions as hereinafter set forth; and 2. That Lessee shall pay unto Lessor the sum of one dollar and eighty cents ($1.80) per square foot or a total of $16,200.00 per year. Said sum shall be due and payable to Lessor by Lessee in twelve (12) equal monthly payments of $1,350.00 each due the 1~ day of the month beginning on the 1" day of ,n/~ ~tH $~l ~- , 200, until the termination of the Leasehold period. 3. That Lessor shall as consideration and inducement to Lessee to enter into this lease, do and perform the following: a. Lessee shall have access to and the right to borrow up to $50,000 UDAG (Urban Development Action Grant} funds at $ve percent (5%) interest amortized over three (3) years (or the duration of the operational contract between MTM and the Virginia HMOs referenced herein, whichever is longer) with monthly installment payments, for the purpose of purchasing equipment necessary for MTM to operate a call center, and that such equipment would be pledged as security for the loan. b. Waiver of all building permit fees up to $1,000. c. Waive the Business Occupation License (BOL) Fee for one (1) year. 4. Lessor shall be allowed under this lease to use the leased premises for the purpose(s) of a call center and related activities; and ~ ~ ~o 5. The Lessee shall not suffer the premises or any erection or improvements thereon to become subject to any lien, charge, or encumbrance whatsoever, and shall indemnify the Lessors against all such liens, charges ,and encumbrances resulting from any action or inaction on the part of MTM; it being expressly agreed that the Lessee shall have no authority, express or implied, to create any lien, charge, or encumbrance upon the premises or the improvements thereon. 6. The Lessee shall pay all insurance on the interior and contents of the leased Premises and keep in force business and general liability insurance to protect the Lessor from any liability or claim for injuries or property damage sustained as a result of the negligence of Lessee and its employees and agents, and provide satisfactory proof of same to Lessors. 7. The Lessee shall permit the Lessor or its agents at reasonable times to enter upon the premises to check the condition of the premises and buildings, upon reasonable advance notice from Lessor to Lessee. 8. The Lessee shall not make or suffer any use or occupancy of the premises contrary to any law, governmental regulation or ordinance now or hereafter in force. The Lessee shall not permit any hazardous waste, including, but not limited to petroleum products, to be stored, used, or placed in or on the Premises. The Lessee shall not place any underground or above-ground storage tanks or containments on the Premises without Lessor's prior written consent. 9. The Lessee shall indemnify the Lessor against all costs and expenses, including counsel fees, lawfully and reasonably incurred in or about the premises, or in the defense of any action or proceeding, or in discharging the premises from any charge, lien, or encumbrance, or in obtaining possession after default of the Lessee or the termination of this Lease pursuant to default by Lessee. 10. In the event of a breach of this Lease by Lessee or Lessor same shall be submitted to binding arbitration by a qualified arbitrator to be agreed upon by the parties and if no agreement can be reached, then the arbitrator shall be selected by the Judge of the Circuit Court of Pulaski, Vuginia. The decision of the arbitrator shall be final and non-appealable. 11. At the termination of this lease, the Lessee shall surrender the Premises to Lessor with all buildings erected thereon and additions thereto and all Lessee's permanent fixtures affixed thereto during the said term in good repair and condition, reasonable wear and tea excepted. 12. The Lessor shall warrant and defend the Lessee in the enjoyment and quiet, peaceful possession of the Premises during the said term. 1 \-1 13. It is expressly agreed that if the rent shall be unpaid for thirty (30) days after becoming due and payable, whether formally demanded or not, or if any covenant on the Lessee's part shall not be performed or observed, then it shall be lawful for the Lessor after giving Lessee thirty (30} days notice, to re-enter upon the premises, and thereupon this lease shall terminate, but without prejudice to the right of action of the Lessors in respect of any of the Lessee's covenants. No waiver by the Lessor of any covenant shall be a waiver of any succeeding breach of the same or different covenant. 14. In case the whole or any part of the Premises is taken for any public use, the entire damages which may be awarded for the Premises shall be paid to the Lessor and the Lessee shall receive all sums relating to or awarded for the improvements made by Lessee. In the event of such condemnation the rent reserved herein shall be reduced in proportion to the Premises taken in such percentage as the Premises taken bears to the Premises leased; provided, however, that if the remaining leased Premises is insufficient for its business purposes, in Lessee's sole discretion, Lessee shall have the option to terminate this Lease upon written notice given to Lessor within thirty (30) days of Lessor providing written notice to Lessee of the initiation of the condemnation proceedings. Additionally, should the building be destroyed and not subject to continued use or repair within three (3) months from the date of the damage by water, fire, or catastrophe then in such event this lease shall be cancelable by the Lessee upon written notice which shall be received within fifteen (15) days of knowledge by Lessee that the building is damaged to such an extent that it will not be useable for the purposes stated in this Lease within the time ~, period set forth in this provision, or 90 days from the date of the damage by water, fire or catastrophe, whichever is later. During the time that building is not useable for Lessee's business purposes, the rent herein shall abate. 15. It is agreed that the covenants, stipulations, and conditions herein contained shall inure to the benefit of and shall be binding upon the heirs, successors and assigns of the Lessor and the heirs, executors, administrators, successors and assigns of the Lessee. 16. Lessor represents that as of the commencement of this Lease, and Lessee's assumption of the possession of the leased Premises on or about December 1, 2002, the Premiss are in good condition and repair and fit for Lessee's business purposes and Lessee has inspected and accepted same. Lessee shall have the obligation and responsibility to otherwise maintain the interior of the Premises and those electrical, mechanical, plumbing, HVAC and other systems installed by Lessee in the build out of the Premises, except for those obligations and responsibilities of Lessor set forth herein above. 17. Assignment of this lease by Lessee shall be prohibited unless with the express written consent of Lessor. 18. If any rent provided herein shall be due and remain unpaid for thirty (30) days or if Lessee fails to perform any of the provisions of this Lease Agreement, Lessor may cancel this Lease Agreement by giving Lessee thirty (30) days' notice in writing. After such period ~l ~ has expired, Lessor shall have the right to re-enter the Leased Premises and take possession thereof. Notwithstanding such re-entry or cancellation, the liability of the Lessee for rent due hereunder shall not be extinguished for the balance of the rental period, and Lessee shall make good to Lessor any deficiency arising from a re-entry and re-letting of the Subleased Premises at a reduced rental. 19. Lessee shall have the right to terminate this Lease by giving thirty (3) days written notice to Lessor in the event Lessee's contracts with the following HMO's to-wit: Sentara Health Management, Trigor HeahhKeepers Plus, and Southern Health, to provide non emergency medical transportation service expires, are not renewed, or otherwise terminated for any reason. 20. Lessee shall have the option to renew this Lease for up to three (3) successive three (3) years renewal periods with lease rental increase of four (4) percent over the previous lease rental rate paid by Lessee in the previous lease period. ENTIRE AGREEMENT It is agreed between the parties hereto that this Agreement is a reasonable settlement of the rights of the parties hereto and that it is the entire understanding of the parties and that no negotiations or verbal or written agreements exist, but that all such agreements are hereby merged into this document. No modification of this Agreement shall be allowed unless in writing and signed by the parties hereto. FURTHER DOCUMENTS Each party agrees to execute any and all documents, instruments, or further writings or documents which may be necessary or appropriate to effectuate the terms of this Agreement, after review and mutual acceptance of such documents by both parties. SEVERABII.ITY If a Court of competent jurisdiction at any time holds that a portion of this Agreement is invalid, the remainder shall not be affected thereby and shall continue in full force and effect. VOLUNTARY EXECUTION The parties acknowledge that they are entering into this agreement freely and voluntarily and that no coercion, force, pressure or undue influence has been used in the execution of this ll~ COMMONWEALTH OF VIRGINIA COUNTY OF PULASKI, to-wit: The foregoing instrument was acknowledged before me this ~ day of 2002 by a duly authorized agent of the TOWN OF PULASKI, VIRGINIA, acting in its name and on its behalf. otary Pu lic My Commission Expires 11130 My Commission Expires: COMMONWEALTH OF VIRGINIA COUNTY OF PULASKI, to-wit: The foregoing instrument was acknowledged before me this ~ day of 2002 by a duly authorized agent of the HAWKEYE EAST ENTERPRISES, INC., acting in its name and on its behalf. tary Public My Commission 1'xpires t 113A~ My Commission Expires: • ~~~ agreement, either by the other party hereto or by any other person or persons; that they have ascertained and weighed all facts and circumstances likely to influence their judgment herein; that they have sought or had the opportunity to seek and obtain legal advice independently of each other or have freely waived such opportunity; and that they clearly understand and assent to all provisions hereof. All questions pertinent thereto, have been fully and satisfactorily explained to them; that the settlement embodied in this agreement is in all respects acceptable to them, and that accordingly they assent to all the provisions hereof. INTERPRETATION This agreement shall be interpreted in accordance with the laws of the State of Virginia. In Witness Whereof; the parties have executed this lease on the 8 it day of 1~CJ(J/sNSI~~- , 2002. TOWN OF PULASKI, VIRGINIA By: itle: --~~~ ~~~ ~ MEDICAL TRANSPORTATION MANAGEMENT, INC. By. e: ~D~J ~~ /~?+~,5 • `~~ i • • I, Patricia Cruise, Clerk of Council, certify that the foregoing Ordinance 2002-12, Ordinance adopting a lease by and between the Town of Pulaski, Virginia and Medical Transportation Management, Inc., is a true and correct copy as adopted by the Pulaski Town Council at their regular meeting on November 12, 2002. c.. .c L Patricia Cruise, Clerk of Council tp/c/ordinance/certification 2002-12