470-3765 Lease Agreement

470-3765 (10/03)

LEASE AGREEMENT

IOWA DEPARTMENT OF HUMAN SERVICES

(NAME OF INSTITUTION)

AND

(LEGAL NAME OF TENANT)

470-3765 (10/03) 1

TABLE OF CONTENTS

Section

PARTIES.................................................................................................................................................... 1

LEASED PREMISES .................................................................................................................................2

COMMON USE..........................................................................................................................................3

TERM......................................................................................................................................................... 4

RENT, UTILITIES, AND SERVICES..........................................................................................................5

USED OF LEASED PREMISES ................................................................................................................ 6

ASSIGNMENT ........................................................................................................................................... 7

CARE, MAINTENANCE, AND REPAIRS................................................................................................... 8

TENANT IMPROVEMENTS ......................................................................................................................9

ENVIRONMENTAL MATTERS................................................................................................................10

LIENS....................................................................................................................................................... 11

INSURANCE............................................................................................................................................ 12

FIRE AND CASUALTY ............................................................................................................................ 13

TAXES AND ASSESSMENTS.................................................................................................................14

INDEMNIFICATION BY TENANT............................................................................................................ 15

INDEMNIFICATION BY LANDLORD....................................................................................................... 16

PRIVACY ................................................................................................................................................. 17

COVENANT OF QUIET ENJOYMENT.................................................................................................... 18

LANDLORD’S RIGHT OF ACCESS ........................................................................................................ 19

AUTHORITY ............................................................................................................................................ 20

SIGNS......................................................................................................................................................21

VENDING SALES.................................................................................................................................... 22

BREACH OF AGREEMENT .................................................................................................................... 23

TERMINATION OF LEASE......................................................................................................................24

NONAPPROPRIATION ...........................................................................................................................25

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Section

STATE REORGANIZATION PLAN.......................................................................................................... 26

CHANGE IN BUSINESS ORGANIZATION.............................................................................................. 27

HOLDING SELF OUT .............................................................................................................................. 28

COMPLIANCE WITH LAWS AND POLICIES.......................................................................................... 29

TOBACCO SMOKE ................................................................................................................................. 30

SURRENDER OF PREMISES AT THE END OF THE TERM................................................................. 31

CONTRACT ADMINISTRATION .............................................................................................................32

a. Entire Lease

b. Choice of Law and Forum

c. Notices

d. Severability

e. Consent

f. Third Party Beneficiaries

g. Rights Cumulative

h. Headings and Caption

i. Amendments

j. Non-waiver

k. Obligations Beyond Agreement Term

l. Document Execution

m. Effective Date

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LEASE AGREEMENT

IOWA DEPARTMENT OF HUMAN SERVICES

(NAME OF INSTITUTION)

AND

(LEGAL NAME OF TENANT)

WHEREAS, the Iowa Department of Human Services (“Landlord”), as the owner of __________________

________________________________ (Institution), desires to lease a portion of the Institution premises,

as identified in Iowa Code section 218.1, to ________________________________________ (Tenant),

(“Tenant”) a nonprofit entity; and

WHEREAS, Tenant desires to lease specific portions of the Institution in which to provide services.

NOW THEREFORE, in consideration of the promises and mutual covenants set forth below, the parties

agree as follows:

1. PARTIES

a. This Lease is executed by and between the Iowa Department of Human Services (Landlord),

whose address for the purpose of this Lease is _______________________________________

________________ (Address of Institution), ____________________________ (City), Iowa,

__________ (Zip Code), and ________________________________________ (Tenant), a

nonprofit corporation, whose address for the purpose of this Lease is _____________________

__________________________________ (Address), ____________________________ (City),

Iowa, __________ (Zip Code).

b. Unless otherwise stated, the _____________________________________________ (Title of

Institution Person Who Will Administer the Lease) at the Institution is designated to act on behalf

of the Landlord for all purposes related to this Lease.

2. LEASED PREMISES

Landlord leases to Tenant and Tenant leases from the Landlord, according to the terms and

provisions set forth in this Lease, the following described premises: __________ Square Footage

______________________________________________________________________ (Description)

3. COMMON USE

Tenant shall also have common use with Landlord of Landlord’s driveways to access leased

premises, parking areas adjacent to the leased premises, sidewalks leading to leased premises,

grounds adjacent to the leased premises, and (List other common uses negotiated, if applicable, such

as, use of landlord’s gym and auditorium will be considered a “common area” and made available

through scheduling with the landlord.) for its purposes.

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4. TERM

The term of this Lease is for a three-year period (Term is negotiable, however, not to exceed three (3)

years.) beginning __________ day of ____________________ 20_____, and ending __________

day of ____________________ 20_____, unless terminated earlier in accordance with the termination

provisions in this Lease.

5. RENT, UTILITIES, AND SERVICES

a. Rates for rent, utilities and services shall be in the amount set out in Appendix A.

b. The parties shall review the rates set out in Appendix A yearly during the term of this Lease. The

review shall be for the purpose of determining the costs and rates for the following year for rent,

utilities, and services. In the event that agreement can not be reached on the costs and rates to

be charged, the parties may terminate this Lease pursuant to Section 24 of this Lease. Other

than adjusting the costs and rates set out in Appendix A, and adding or deleting services, all

other terms and conditions of this Lease shall remain in effect for the entire term of the Lease.

6. USE OF LEASED PREMISES

Tenant covenants and agrees during the term of this Lease to use and to occupy the leased premises

and the common areas only for the purpose of delivering services which the nonprofit organization

was established to deliver. Those services are described as follows: _________________________

_________________________________________________________________________________

(Services to be Provided). Tenant covenants and agrees to comply at all times with all applicable

federal, state and local laws and regulations in its use of the leased premises. The use of the leased

premises and of the common areas may not be altered by Tenant without the prior written consent of

the Landlord.

7. ASSIGNMENT

The parties agree that this Lease shall not be assigned and that the leased premises or any portion

thereof shall not be assigned nor sublet without the prior written approval of the Landlord.

8. CARE, MAINTENANCE, AND REPAIRS

a. Landlord will maintain the roof, structural part of the floor, walls and other structural parts of the

building in good repair. If Landlord does not have sufficient funds to maintain the roof or

structural parts of the leased premises in good repair, Tenant may, at its sole option, make such

repairs at Tenant’s expense without reimbursement from the Landlord, or Tenant may terminate

this Lease in accordance with Section 24 of this Lease.

b. Tenant shall, after taking possession of the premises and until the termination of this Lease and

the actual removal from the premises, at its own expense, care for and maintain the premises in

a reasonably safe, clean, serviceable and presentable condition, except for structural parts of the

building. Tenant shall furnish its own interior and exterior decorating. Tenant shall not permit or

allow the premises to be damaged by any act or negligence of the Tenant, its agents,

employees, or clients.

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c. Landlord shall be responsible for: (Customize for the institution needs, for example:)

OPTION 1: Providing and maintaining utilities including, but not limited to, electricity, heat, hot

and cold water, air conditioning (if applicable), pipes, wires, and ducts, up to the leased

premises.

OPTION 2: Providing and maintaining utilities including, but not limited to, electricity, heat, hot

and cold water, air conditioning (if applicable), pipes, wires, and ducts, up to and including the

leased premises. The costs incurred by the landlord as a result of this paragraph will be charged

back to the tenant as identified in Appendix A.

d. Tenant shall be responsible for: (Customize for the institution needs if use Option 1 above, for

example:)

Maintaining utilities including, but not limited to, pipes, wires, and ducts, in or on all of the leased

premises, and shall be responsible for routine maintenance of utilities in or on the leased

premises.

If use option 2 above, need to delete this section.

e. Tenant shall be responsible for collecting trash from the leased premises and placing it in an

area designated by the Landlord. The Landlord shall be responsible for disposing of the trash

placed in the designated area.

f. Janitorial services on the leased premises will be addressed in Appendix A, if provided by the

Landlord. Landlord will provide janitorial services for the common area.

g. Tenant is authorized to contract for the services identified in this section that Tenant is

responsible for providing.

h. Landlord shall provide lawn care and maintenance of the grounds for the common areas. Snow

removal shall be addressed in Appendix A.

9. TENANT IMPROVEMENTS

a. Tenant may, at its own expense and with prior written consent of the Landlord, make

improvements or additions to the leased premises. It is expressly understood by the parties that

if Tenant plans to make any structural changes, improvements, or additions to the leased

premises including, but not limited to, removal of any wall, whether load-bearing or otherwise,

any alteration to the existing structure, or installation of satellite dishes or any similar

technological device, Tenant agrees to comply with all applicable federal, state, and local laws,

rules, regulations, codes and ordinances and approval from the Landlord must be obtained prior

to the initiation of the change, improvement or addition.

b. If any costs or expenses are incurred by the Landlord in determining the effect and feasibility of

changes, improvements, or additions on the structural integrity of the premises, the Tenant shall

be responsible for reimbursing the Landlord for those costs and expenses.

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c. If any materials are removed from the leased premises, the Landlord shall have the first right of

refusal to those materials at no cost to the Landlord. Tenant may at any time, at its own

expense, install items of equipment, furniture and other personal property in or upon the leased

premises. All such items shall remain the sole property of the Tenant, in which Landlord shall

have no interest. Such improvements, equipment and furnishings may be modified or removed

by Tenant at any time. Tenant shall repair and restore within 90 days of installation, modification

or removal of any such items, any and all damage to the leased premises. Nothing in this Lease

shall prevent Tenant from purchasing items to be installed pursuant to a conditional sale or

lease-purchase contract, or subject to a vendor’s lien or security agreement, as security for the

unpaid portion of the purchase price, provided that no such lien or security interest shall attach to

any part of the leased premises or any property of the Landlord.

d. Tenant shall have the right to install recreational equipment or other improvements on the

common areas at its own expense, upon prior written approval of the Landlord. Tenant shall

maintain recreational equipment in good condition and shall comply with all applicable standards

for recreational equipment. At the Landlord’s request, Tenant shall remove any improvements or

equipment at the end of the Lease, and repair any and all damage to the common areas

resulting from the installation, modification or removal of improvements or equipment.

e. All equipment and improvements shall remain the personal property of the Tenant at all times.

However, at the end of this Lease, if Tenant does not remove any of the improvements or

equipment from the leased premises and common areas after 90 days from the termination of

the Lease, the improvements or equipment shall become the property of the Landlord and may

be disposed of or used at the discretion of the Landlord.

10. ENVIRONMENTAL MATTERS

a. Tenant agrees to comply with all applicable federal, state, and local laws, rules, regulations,

codes, and ordinances related to environmental matters concerning the operation of its business

including, but not limited to, handling, transportation, storage, treatment, or use of medical and

other toxic or hazardous substances and proper disposal of medical or other toxic or hazardous

wastes. Tenant shall have the responsibility to ensure that any contractors, subcontractors or

agents observe all applicable requirements. In the event that any medical or other toxic or

hazardous substance is spilled or contamination occurs on the leased premises, Tenant agrees

to be responsible for clean up, isolation or other remediation measures and for all costs to clean

up, isolate or remediate the spill or contamination.

b. Tenant shall give Landlord timely notice based on circumstances of any environmental

contamination and spills or any notice or claims of environmental contamination and spills

involving hazardous or toxic substances, wastes or other substances regulated by federal, state

or local laws, rules, regulations, or ordinances.

11. LIENS

During the term of this Lease, Tenant agrees not to directly or indirectly create, incur, or allow any

mortgage, pledge, lien, charge, encumbrance or claim (collectively referred to as claim) on or with

respect to the leased property. If any claim arises at any time, the Tenant shall promptly, and at its

own expense, take whatever action is needed to discharge or remove the claim. Tenant shall furnish

Landlord with a surety company bond in the face amount of 110% of any contested claim. Landlord

shall have the right to apply the foregoing security to the payment of any contested claim if Tenant

fails to diligently contest the claim or is unsuccessful in preventing its enforcement.

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12. INSURANCE

a. Landlord’s Obligations

. During the term of this Lease, Landlord intends to self-insure against all

risks and hazards related to the leased premises, the common areas, and its obligations under

this Lease. No separate fund has been established to provide such self-insurance, and the

Landlord shall not be obligated to establish any fund during the term of this Lease.

b. Tenant’s Obligations

. Tenant shall at its own expense cause to be issued and maintained during

the entire term of the Lease broad form general liability insurance covering acts with respect to

the leased premises and the common areas, and including services identified in the attached

appendix, in a minimum of One Million Dollars per occurrence, and Three Million Dollars in the

aggregate. All insurance policies required by this Lease shall provide coverage for all claims

arising from activities occurring during the term of the policy regardless of when the claim is filed

or expiration of the policy. The State of Iowa and the Department of Human Services shall be

additional named insureds on the insurance. Tenant shall provide a certificate of insurance to

the Landlord, which shall be subject to the Landlord’s approval. The insurer shall state in the

certificate that no cancellation of the insurance will be made without at least thirty (30) days’ prior

notice to Landlord and written notice shall be directed to the Landlord. Tenant shall be

responsible for insuring its own personal property, equipment, and furnishings used on the

leased premises and common areas.

13. FIRE AND CASUALTY

a. In the event of a partial or total destruction of or damage to the structure in which the leased

premises are located which prevents the Tenant from conducting its program, Landlord shall

have the discretion to determine if the premises will be repaired. If the Landlord determines it

will repair the leased premises, this Lease shall not terminate, but rent shall be apportioned in

amounts equal to the percentage of the leased premises that is unusable during the construction

or repair.

b. If the Landlord determines not to repair the leased premises, Landlord shall give Tenant written

notice of termination of the Lease within twenty (20) business days after Landlord determines the

leased premises will not be repaired. Landlord shall give thirty (30) days prior written notice of

the termination of the Lease. Tenant shall be responsible for costs incurred to the date of

surrender of the leased premises.

14. TAXES AND ASSESSMENTS

a. Any taxes, assessments, fees, or levies, whether general or special, ordinary or extraordinary,

resulting from Tenant’s use of the leased property or from improvements made by the Tenant to

the leased property shall be the complete and sole responsibility of the Tenant during the term of

this Lease, regardless of the level or nature of the government body assessing the charge. Any

payments made for these charges shall not be considered rent and shall in no way affect the

amount of rent nor used to offset the cost charged for the utilization of support services or any

costs or rates outlined in Appendix A.

15. INDEMNIFICATION BY TENANT

The Tenant agrees to defend, indemnify and hold the State of Iowa and the Landlord, and their

officers, agents and employees, harmless from any and all liabilities, damages, settlements,

judgments, costs and expenses, including reasonable attorney’s fees of the Attorney General’s Office,

and the costs and expenses and attorney fees of other counsel required to defend the State of Iowa,

the Landlord or their officers, agents or employees related to or arising from:

a. Any violation of this Lease; or

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b. Any negligent, willful or intentional acts or omissions of the Tenant, its officers, owners,

employees, agents, board members, contractors or subcontractors or any other person in

connection with the tenancy, use, or occupancy of the leased premises or common areas, or any

part of the leased premises by Tenant or any person claiming through the Tenant; or

c. Any failure by the Tenant to comply with all local, state and federal laws, rules, regulations and

ordinances; or

d. Any failure by the Tenant to make all reports and any payments required to conduct business in

the State of Iowa including, but not limited to, federal and state withholding; taxes; and other fees

or costs required of the Tenant; or

e. Personal injury, death or property damage of another caused by the Tenant’s clients, visitors, or

invitees.

Indemnification of the Landlord is conditioned upon

Landlord giving to Tenant prompt written notice of any expected, threatened or actual claim, loss,

liability, damage, or expense.

Tenant shall not be responsible for any actions taken by Landlord, its employees, agents, or officers in

knowing violation of any federal, state, or local law.

Indemnification procedure

After receipt by the Landlord of notice of the commencement or threatened commencement of any

action or proceeding involving a claim in which it will seek indemnification, the Landlord shall notify the

Tenant of the claim, in writing. Failure to notify the Tenant shall not relieve the Tenant of its

obligations under this section unless the Tenant can demonstrate damages attributable to the failure.

Within fifteen (15) days following receipt of the written notice and not later than ten (10) days before

the date on which any repose to a claim is due, the Tenant shall notify the Landlord in writing if the

Tenant elects to assume control of the defense and settlement of the claim (“Notice of Election”).

If Tenant delivers a timely Notice of Election, the Tenant shall be entitled to have sole control over the

defense and settlement of the claim, provided, however, that:

a. The Landlord shall be entitled to participate in the defense of the claims and to employ counsel

at its own expense to assist in the handling of the claim and to monitor and advise the Landlord

about the status and progress of the defense;

b. The Tenant shall obtain the prior written approval of the Landlord before entering into any

settlement of the claim or ceasing to defend against the claim; and

c. To the extent that any principles of Iowa governmental or public law may be involved or

challenged, the Landlord shall have the right, at its own expense, to control the defense of that

portion of the claim involving the principles of Iowa governmental or public law.

16. INDEMNIFICATION BY LANDLORD

To the extent allowed by law, Landlord agrees to defend, indemnify and hold the Tenant harmless

from any and all liabilities, damages, settlements, judgments, costs and expenses, including

reasonable attorneys’ fees, related to or arising from:

a. Any violation by Landlord of this Lease; or

b. Any negligent, willful or intentional acts or omissions of the Landlord or any of its employees or

agents acting within the scope of employment; or

470-3765 (10/03) 7

c. Any failure by the Landlord to comply with all local, state, and federal laws, rules, regulations and

ordinances.

Indemnification of the Tenant is conditioned upon

a. Tenant giving Landlord prompt written notice of any expected, threatened or actual claim, loss,

liability, damage, or expense.

b. Landlord shall not be responsible for any actions taken by Tenant, its employees, agents, or

officers in knowing violation of any federal, state, or local law.

Indemnification procedure

After receipt by the Tenant of notice of the commencement or threatened commencement of any

action or proceeding involving a claim in which it will seek indemnification, the Tenant shall notify the

Landlord of the claim, in writing. Failure to notify the Landlord shall not relieve the Landlord of its

obligations unless the Landlord can demonstrate damages attributable to the failure. Within fifteen

(15) days following receipt of the written notice and not later than ten (10) days before the date on

which any repose to a claim is due, the Landlord shall notify the Tenant in writing if the Landlord elects

to assume control of the defense and settlement of the claim (“Notice of Election”).

If Landlord delivers a timely Notice of Election, the Landlord shall be entitled to have sole control over

the defense and settlement of the claims, provided, however, that:

a. The Tenant shall be entitled to participate in the defense of the claims and to employ counsel at

its own expense to assist in the handling of the claim and to monitor and advise the Tenant

about the status and progress of the defense;

b. The Landlord shall obtain the prior written approval of the Tenant before entering into any

settlement of the claim or ceasing to defend against the claim.

17. PRIVACY

Tenant agrees it will provide adequate supervision and training to insure that any confidential

information Tenant, its employees, and agents acquire or have knowledge of as a result of this Lease,

is protected and maintained in compliance with all applicable federal, state and local law, and any

laws applicable to Landlord.

18. COVENANT OF QUIET ENJOYMENT

Landlord covenants that Tenant shall quietly enjoy the leased premises and shall have unobstructed

ingress and egress to the leased premises and to the common areas at all times, except as agreed

upon by the parties, to assure the safety of clients residing at the Institution and the employees and

agents of the Landlord. In the event Landlord desires to inspect the leased premises at reasonable

times, Landlord shall make prior arrangements with Tenant so as to minimize disruption of the

Tenant’s operation. Tenant agrees that Landlord shall have the right of access to the leased premises

at any time Landlord has a reasonable suspicion that Tenant is failing to perform according to the

terms and conditions of this Lease to determine whether security, maintenance, repair, abatement of

nuisance, removal of hazardous or toxic waste, or other pertinent emergency measures as provided

for by and under the terms of this Lease have been properly performed. Tenant acknowledges that

other programs existing now or in the future on other portions of the Institution may be a source of

occasional noise or disturbance to the Tenant’s program; Tenant shall not consider such activities to

constitute a breach of this covenant of quiet enjoyment.

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19. LANDLORD’S RIGHT OF ACCESS

a. Landlord shall have a continuing right of access to the leased premises:

1. To inspect the leased premises to determine the need for repairs or maintenance of the

Landlord’s facility;

2. To make necessary repairs or conduct maintenance of the facility or of the leased premises

as required under this Lease;

3. For the purposes of ensuring the safety of persons for whom the Landlord is responsible;

4. For emergencies which require the presence of the Landlord on the leased premises.

b. Landlord shall give reasonable notice prior to entering the leased premises whenever it is

feasible to do so and will not endanger the safety or well being of any person to do so.

c. Tenant will allow access to inspectors, surveyors, or other persons who require access to the

leased premises in order for Landlord to maintain licensures, accreditations or similar approvals

for the operation of Landlord’s programs and services.

20. AUTHORITY

a. Landlord covenants it has the power to enter into a Lease pursuant to Iowa Code section

225C.13.

b. Tenant warrants that the individual signing this Lease has been granted the right, power and

authority to enter into this Lease on behalf of the Tenant.

21. SIGNS

Tenant is authorized by Landlord to attach, affix, paint and/or exhibit signs on the leased premises, or

other portions of the Institution with prior written consent of the Landlord, to appropriately direct the

public to that portion of the Institution which constitutes the leased premises, to properly identify the

Tenant’s program including, but not limited to, directional signs, free-standing signs at the public

access perimeters of the Institution’s grounds, and signs affixed to structures of the Institution;

provided that:

a. All signs shall comply with the ordinances of _________________________________________

(County Institution is Located in) and the laws of the State of Iowa;

b. All signs shall comply with Institutional policies;

c. Signs shall not change the structure of the leased premises or other portions of the Institution;

and

d. Signs, if and when removed, shall not damage the building. Tenant agrees to repair any

resultant damage from the erection or removal of such signs.

22. VENDING SALES

Landlord holds exclusive rights to all vending sales and machines. The Tenant agrees not to

introduce any vending sales without the express prior written approval of the Landlord.

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23. BREACH OF AGREEMENT

In the event either party fails to observe and perform any covenant, condition or obligation created in

this Lease, the nonbreaching party shall provide written notice to the other party requesting that the

breach be immediately remedied. In the event that the breach continues ten (10) days beyond the

date of the written notice, the party giving notice may either:

a. Provide a second notice that the Lease will be terminated twenty (20) days after the second

notice is given unless the breach is remedied within the twenty (20) day period and seek any

legal or equitable remedy allowed by law; or

b. Enforce the terms and conditions of the Lease and seek any legal or equitable remedies

c. In the event that a party’s failure to observe or perform any covenant, condition or obligation

created in this Lease results in an immediate threat to the safety and well-being of an individual,

the nonbreaching party may take whatever actions are reasonably necessary to alleviate the

threat and protect any individual from harm. Prior notice shall be required only to the extent it is

reasonable to do so under the circumstances. The non-breaching party may also proceed as set

out in paragraphs a. and b. of this section at the same time as or following taking action to

alleviate the threat or protect an individual from harm.

24. TERMINATION OF LEASE

If this Lease is not terminated pursuant to paragraphs 13, 25 or 26, the following paragraphs apply to

the termination of this Lease:

a. Tenant’s Right to Terminate

. Tenant may terminate this Lease for any reason upon giving at

least sixty (60) days prior written notice to Landlord.

b. Landlord’s Right to Terminate

. Landlord may terminate this Lease for any reason upon giving at

least sixty (60) days prior written notice to Tenant.

c. Unless otherwise specified in this Lease, neither party shall incur liability for termination of the

Lease pursuant to the provisions of this paragraph.

25. NONAPPROPRIATION

a. Notwithstanding anything in this Lease to the contrary, and subject to the limitations, conditions,

and procedures stated below, the Landlord shall have the right to terminate this Lease without

penalty by giving sixty (60) days written notice to Tenant as a result of any of the following:

1. The legislature fails to appropriate funds sufficient to allow the Landlord to operate the

Institution as required to fulfill its obligation under this Lease.

2. The Department’s authorization to operate the Institution is withdrawn or there is a material

alteration in the programs administered at the Institution.

b. Failure to appropriate funds for purposes of this Lease shall mean a twenty-five percent (25%)

reduction from the prior year’s operation budget appropriated or assigned to the Institution.

c. In the event this Lease is terminated pursuant to this section, Landlord agrees that it will exercise

reasonable efforts to identify and pursue viable alternatives to allow Tenant to continue to

operate Tenant’s program with minimal interruption and change in circumstances.

d. Landlord shall have no liability of any kind for any damages, losses, or costs incurred by Tenant

as a result of Landlord’s termination of this Lease pursuant to this section.

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26. STATE REORGANIZATION PLAN

a. Landlord shall have the right to terminate this Lease, by giving Tenant at least sixty (60) days

prior written notice, in the event the current utilization of the Institution is altered by legislative

mandate or by direction of the State of Iowa to the extent that either:

1. Other state-funded programs at the Institution are individually or in the aggregate reduced

to the extent that Landlord is no longer able to perform its obligations under the Lease;

2. Other state or state-sponsored programs are relocated to the Institution making it

impractical for Landlord to continue leasing the leased premises to Tenant;

3. The Institution is no longer utilized by the State of Iowa in any manner.

b. In the event the Lease is terminated pursuant to this section, Landlord agrees that it will exercise

reasonable efforts to identify and pursue viable alternatives to allow Tenant to continue to

operate Tenant’s program with minimal interruption and change in circumstances.

c. Landlord shall have no liability whatsoever for any damages, losses, costs incurred by Tenant as

a result of Landlord’s termination of this Lease pursuant to this section.

27. CHANGE IN BUSINESS ORGANIZATION.

In the event that Tenant alters its business organization from that of a nonprofit organization to any

other form of business organization, Tenant shall give at least sixty (60) days prior written notice to

Landlord of the intended alteration. This Lease shall terminate effective the last day of Tenant’s

existence as a nonprofit organization. Tenant shall give up possession of the leased premises and

have all its personal property removed from the leased premises by the last day of its existence as a

nonprofit organization.

28. HOLDING SELF OUT

Tenant agrees that it will not hold itself out in any manner as being associated with, a part of,

sponsored by, or any similar statement, the State of Iowa, the Department of Human Services or any

of its Divisions, or the Institution.

29. COMPLIANCE WITH LAWS AND POLICIES

a. The Tenant, its employees, agents and subcontractors, shall comply with all applicable local,

state and federal laws, rules, ordinances, regulations and orders including, but not limited to,

those relating to equal employment and affirmative action and the Americans with Disabilities Act

of 1990 and its amendments. Tenant, its employees, agents, officers and subcontractors shall

also comply with all federal, state and local laws and codes regarding business permits and

licenses that may be required to carry out the work to be performed by the Tenant.

b. Tenant agrees to comply with Institutional policies. The Institution shall maintain copies of all

applicable policies at the Institution’s Business Office.

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30. TOBACCO SMOKE

a. Public Law 103227, also known as the Pro-Children of 1994 (Act), requires that smoking not be

permitted in any portion of any indoor facility owned or leased or contracted for by an entity and

used routinely or regularly for the provision of health, day care, early childhood development

services, education or library services to children under the age of 18, if the services are funded

by Federal programs either directly or through State or local governments, by Federal grant,

contract, loan, or loan guarantee. The law also applies to children’s services that are provided in

indoor facilities that are constructed, operated, or maintained with such federal funds. The law

does not apply to children’s services provided in private residences; portions of facilities used for

inpatient drug or alcohol treatment; service providers whose sole source of applicable Federal

funds is Medicare or Medicaid; or facilities where WIC coupons are redeemed. Failure to comply

with the provisions of the law may result in the imposition of a civil monetary penalty of up to

$1,000 for each violation and/or the imposition of an administrative compliance order on the

responsible entity.

b. The Tenant, its employees, agents and subcontractors will comply with the requirements of the

Act and will not allow smoking within any portion of any indoor facility used for the provision of

services for children as defined by the Act.

31. SURRENDER OF PREMISES AT THE END OF THE TERM

a. Tenant agrees that upon the termination of this Lease, tenant will surrender the leased premises

in good and clean condition, except for the effects of ordinary wear and tear arising from the

passage of time and normal use of the leased premises. Tenant shall be liable for damage to

the leased premises other than the effects of ordinary wear and tear.

b. Tenant shall at the termination of this Lease, remove any personal property from the leased

premises and repair any damages caused by the removal. Any personal property that is not

removed within 90 days of the termination of the Lease shall become the property of the

Landlord and may be disposed of or used at the discretion of the Landlord.

32. CONTRACT ADMINISTRATION

a. Entire Lease:

1. This Lease, and any appendices, attachments, addenda, riders, or exhibits attached to the

Lease, constitute the entire agreement between the parties except as otherwise expressly

stated. Any prior understanding or representation of any kind preceding this Lease shall

not be binding upon either party except to the extent incorporated herein. Any

modifications to this Lease must be made in writing and expressly agreed upon by both

parties.

2. Additional provisions: The parties agree that if an appendix, attachment, addendum, rider

or exhibit is attached to this Lease by the parties, it shall be deemed a part of this Lease

and fully incorporated in this Lease.

b. Choice of Law and Forum. This Lease shall be interpreted and construed in accordance with,

and shall be given legal effect in conformity with, the laws of the State of Iowa. Any and all

litigation or actions commenced in connection with this Lease shall be brought in Des Moines,

Iowa in the Polk County District Court for the State of Iowa or in the United States District Court

for the southern District of Iowa, if jurisdiction is proper in that forum.

470-3765 (10/03) 12

c. Notices. Notices required by this Lease shall be given in writing and delivered to the

representative of the party designated below at the address given below. The effective date for

any notice under this Lease shall be the date of delivery of such notice (not the date of mailing)

which may be effected by certified U.S. Mail, return receipt requested, with postage prepaid or

by recognized overnight delivery service, such as Federal Express or United Parcel Service

(UPS). Failure to accept “receipt” shall constitute delivery.

If to Landlord:

Name

Address City State

Iowa

Zip Code

If to Tenant:

Name

Address City State

Iowa

Zip Code

d. Severability. If any term, covenant or condition of this Lease or the application of it to any

person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this

Lease or the application of the term, covenant or condition to persons or circumstances other

than those to which it is held invalid or unenforceable, shall not be affected and each term,

covenant or condition of this Lease shall be valid and enforceable to the fullest extent permitted

by law.

e. Consent. Landlord agrees that any consent required pursuant to this Lease shall be given in a

timely manner unless otherwise specified by terms of the Lease.

f. Third Party Beneficiaries. The rights and benefits created under this Lease extend only to the

parties to this Lease; no third party beneficiaries are intended in this Lease, except as otherwise

specifically stated.

g. Rights Cumulative. The various rights, powers, options, elections, and remedies of either

party, provided in this Lease, shall be construed as cumulative and no one of them as exclusive

of the others, or exclusive of any rights, remedies or priorities allowed either party by law, and

shall in no way affect or impair the right of either party to pursue any other equitable or legal

remedy to which either party may be entitled as long as any default remains in any way

unremedied, unsatisfied or undischarged.

h. Headings and Caption. The section headings or captions are for identification purposes only

and do not limit or construe the contents of the sections.

i. Amendments. This Lease may be amended in writing by mutual consent of both parties. All

amendments to this Lease shall be signed by both parties.

j. Non-Waiver:

1. The waiver by Landlord of, or the failure of Landlord to take action with respect to, any

breach of any term, covenant, or condition contained in this Lease shall not be deemed to

be a waiver of such term, covenant, or condition, or subsequent breach of the same, or any

other term, covenant, or condition contained in this Lease.

470-3765 (10/03) 13

2. The subsequent acceptance of rent under this Lease by Landlord shall not be deemed to

be a waiver of any preceding breach by Tenant of any term, covenant, or condition of the

Lease.

k. Obligations Beyond Agreement Term. This Lease shall remain in full force and effect to the

end of the specified term or until terminated or cancelled pursuant to the terms of this Lease. All

obligations of Tenant and Landlord incurred or existing under this Lease as of the date of

expiration, termination or cancellation will survive the termination or conclusion of this Lease.

l. Document Execution. This Lease may be executed in multiple originals, which, when taken

together, form a complete Lease, and each party to the Lease shall possess one of the fully

executed Leases.

m. Effective Date. Landlord and Tenant mutually agree that this Lease shall be in full force and

effect on the __________ day of ____________________ 20_____.

Signed this __________ day of ____________________ 20_____.

TENANT (INSERT LEGAL NAME OF TENANT)

Name Title Date

Address City State Zip Code

LANDLORD STATE OF IOWA acting by and through the IOWA DEPARTMENT OF HUMAN SERVICES

Name Title Date

Address City State Zip Code

470-3765 (10/03) 1

Iowa Department of Human Services

APPENDIX A TO

LEASE AGREEMENT BETWEEN

(NAME OF INSTITUTION)

AND

(LEGAL NAME OF TENANT)

This Appendix is entered into as of the __________ day of ______________________________ 20_____,

by and between the Iowa Department of Human Services (“Landlord”), as the owner __________________

__________________________________________ (Name of Institution), and ______________________

__________________________________________ (Tenant).

The Landlord and Tenant have entered into a Lease Agreement for leased premises effective on

________________________________________ (enter effective date).

The Landlord and Tenant desire to incorporate the following terms and conditions into the Lease

Agreement.

1. PAYMENT METHOD:

The Tenant shall be responsible for submitting payment of the costs and rates as follows: (Customize

to your needs to include billing and payment terms, for example: paid quarterly to business office

within twenty (20) days of receipt of the invoice.)

2. COSTS AND RATES:

OPTION 1:

a. Rent/Utilities: (Customize to your needs to include total cost and how calculated, for example:

computed annually based on an average utility cost per square foot of leased premises. This

cost will cover the costs of both rent and utilities including, but not limited to, (insert those utilities

to be covered.)

b. Phones: (Customize to your needs to include cost and how calculated.)

OPTION 2:

a. Rent: (Customize to your needs to include cost and how calculated, for example: computed

annually based on: (insert method used to calculate rent).)

b. Utilities: (Customize to your needs to include cost and how calculated, for example: computed

annually based on: (insert method used to calculate utilities).)

c. Phones: (Customize to your needs to include cost and how calculated.)

470-3765 (10/03) 2

3. SERVICES: (Customize this list and address all terms and conditions that apply to those services

agreed upon between the parties to be utilized during the term of Appendix A.)

a. Snow Removal: (Customize to needs of institution, for example: snow removal will be provided

by landlord in designated common areas or up to and including leased premises, etc.)

b. Janitorial: Janitorial services and supplies will be provided by Landlord to Tenant at the rate of

$____________________.

c. Laundry: Use of laundry facilities and supplies will be made available to Tenant at the rate of

$__________ per pound. (Need to be clear on whether tenant is responsible for actually doing

laundry or landlord.)

d. Pest Control: Tenant will be assessed $__________ per month for their portion of Landlord’s

pest control service.

e. Maintenance Service: Landlord, if required, will make available to Tenant on an emergency

basis, maintenance service at a rate of $__________/hour, per employee, and material plus

_____%.

f. Food Service: The Institution will provide meal service for Tenant at a cost per plate as follows:

breakfast $__________, lunch $__________, supper $__________. Tenant shall notify

Landlord of the number of meals needed in a timely manner. Landlord shall deliver meals to the

following location: (Customize to institution needs.) Tenant agrees to serve meals in a manner

which is in accordance with industry standards and in such a manner as to ensure the safety and

welfare of Tenant’s clients.

4. PROFESSIONAL/TECHNICAL SERVICES: (Customize this list and address all terms and conditions

that apply to those services agreed upon between the parties to be utilized during the term of

Appendix A.)

a. Psychiatrist Services: Physician services will be available on an as needed basis to Tenant for

the purpose of: (Customize to institution needs, i.e., admission processing, medication

management and consultation.) at the rate of $__________ per hour.

b. Nursing Services: A nurse will be available on an as needed basis to Tenant for the purpose

of: (Customize to institution needs.) at an hourly rate of $__________.

c. Dietitian/Dietary Tech Services: A dietitian or dietary tech will be available on an as needed

basis to Tenant for the purpose of: (Customize to institution needs.) at a rate of $__________

per hour for dietitian; $__________ per hour for dietary tech.

d. Data Processing Services: The Landlord will make available on an as needed basis, data

processing services, including: (Customize to institution needs, i.e., hardware/software support,

network management, data processing education.) at a rate of $__________ per hour.

All other terms and conditions of the Lease Agreement remain in full force and effect, except as specifically

addressed by this Appendix.

470-3765 (10/03) 3

IN WITNESS WHEREOF, the parties execute this Appendix to be effective as of the date set forth above.

TENANT (INSERT LEGAL NAME OF TENANT)

Name Title Date

Address City State Zip Code

LANDLORD STATE OF IOWA acting by and through the IOWA DEPARTMENT OF HUMAN SERVICES

Name Title Date

Address City State Zip Code