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EXHIBIT 10.11
INDEX TO WINSTON ROAD PROPERTIES LEASE
TENANT: MED:ASSURE
Page 1
Article Page
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1. PREMISES AND TERM........................................................................................ 1
2. RENTAL................................................................................................... 2
3. POSSESSION............................................................................................... 2
4. USE...................................................................................................... 2
5. ACCEPTANCE OF PREMISES................................................................................... 2
6. TENANT'S CARE............................................................................................ 2
7. SERVICES................................................................................................. 3
8. DESTRUCTION OR DAMAGE TO PREMISES........................................................................ 6
9. DEFAULT BY TENANT - LANDLORD'S REMEDIES.................................................................. 6
10. ASSIGNMENT AND SUBLETTING................................................................................ 8
11. CONDEMNATION............................................................................................. 8
12. INSPECTIONS.............................................................................................. 8
13. SUBORDINATION............................................................................................ 8
14. INDEMNITY AND HOLD HARMLESS.............................................................................. 8
15. TENANT'S INSURANCE AND WAIVER OF SUBROGATION............................................................. 9
16. RIGHTS OF LANDLORD....................................................................................... 9
17. HOLDING OVER............................................................................................. 9
18. ENTIRE AGREEMENT - NO WAIVER............................................................................. 9
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INDEX TO WINSTON ROAD PROPERTIES LEASE
TENANT: MED:ASSURE
Page 12
Article
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19. HEADINGS................................................................................................. 9
20. NOTICES.................................................................................................. 9
21. HEIRS AND ASSIGNS - PARTIES.............................................................................. 10
22. ATTORNEY FEES............................................................................................ 10
23. NO ESTATE IN LAND........................................................................................ 10
24. TIME OF ESSENCE.......................................................................................... 11
25. PARKING.................................................................................................. 11
26. RULES AND REGULATIONS.................................................................................... 11
27. SPECIAL STIPULATIONS..................................................................................... 12
3
LEASE AGREEMENT
FOR
OFFICE FACILITIES
THIS LEASE is made this 27th day of August 1992, between William M.
Thomas and Robert C. Eldridge, Jr., and Park Med Properties, d/b/a Winston Road
Properties of Knoxville, Tennessee, herein called "Landlord," whose address is:
1900 Winston Road
Suite 100
Knoxville, Tennessee 37919
and Med:Assure Systems of Knoxville, Tennessee, herein called "Tenant" whose
address is:
1900 Winston Road
Suite 403
Knoxville, Tennessee 37919
1. PREMISES AND TERM
Landlord hereby leases to Tenant and Tenant hereby rents and
leases from Landlord the following described space, herein called "Premises":
Square Feet: 4,806
Floor: 4th
located at the herein called "Building":
Building: Winston Road Properties
Address: 1900 Winston Road
Knoxville, Tennessee
District: 6th
County: Knox
State: Tennessee
The Premises being more particularly shown and outlined on the floor plan
attached hereto as Exhibit "A" and made a part hereof, for a term to commence on
the 1st day of October, 1992, and end at midnight on the 30th day of September
2002, such period being herein called "Term".
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Unless either party gives written notice of intent not to renew to other not
less than ninety (90) days prior to the expiration of the term, this lease will
automatically renew for successive terms of one (1) year each.
2. RENTAL
(a) Tenant shall pay to Winston Road Properties or at
other such place as Landlord may designate in writing, without demand, deduction
or off-set, annual rental at the rate of $31,239.00 (herein, called "Base
Rental"), payable in equal monthly installments of $2,603.25 in advance on the
first day of each calendar month during the first twelve months of the lease
term. Beginning the thirteenth month, the unadjusted (prior to annual percentage
increase) annual Base Rent shall be $50,463.00, payable in equal monthly
installments of $4,205.25 in advance on the first day of each calendar month
during the balance of the lease term.
(b) Base Rent Adjustment. The monthly Base Rent shall be
increased from time-to-time as mutually agreed upon by both tenant and landlord.
3. POSSESSION
Tenant will occupy Premises at the beginning of the term.
4. USE
Tenant shall use and occupy Premises as offices only. Tenant's
use of Premises shall not violate any ordinance, law, or regulation of any
governmental body or the "Rules and Regulations" of Landlord herein provided
for. Tenant agrees to conduct its business in the manner and according to the
generally accepted business principles of the business or profession in which
Tenant is engaged.
5. ACCEPTANCE OF PREMISES
The taking of possession of Premises by Tenant at commencement
of Term shall be conclusive evidence as against Tenant that Tenant accepts the
sane "as is" and that said Premises and the building were in good and
satisfactory condition for the use intended at the time such possession was
taken.
6. TENANT'S CARE
(a) Tenant will, at Tenant's expense, take good care of
Premises and the fixtures and appurtenances therein, and will suffer no active
or permissive waste or injury thereof; and Tenant shall, at Tenant's expense,
but under the direction of Landlord, promptly repair any injury or damage to
Premises or Building caused by the misuse or neglect thereof by Tenant, or by
persons permitted on Premises by Tenant, or Tenant moving in or out of
Premises.
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(b) Tenant will not, without Landlord's written consent,
make alterations, additions or improvements in or about Premises and will not do
anything to or on the Premises which will increase the rate of fire insurance on
the Building. All alterations, additions or improvements of a permanent nature
made or installed by Tenant to the Premises shall become the property of
Landlord at the expiration of this lease, but Landlord reserves the right to
require Tenant to remove any improvements or additions made to the Premises by
Tenant, and repair and restore Premises to their condition prior to such
alteration, addition or improvement. Tenant further agrees to do so prior to the
expiration of Term.
(c) No later than the last day of Term, Tenant will
remove all Tenant's personal property and repair all injury done by or in
connection with installation or removal of said property and surrender Premises
(together with all keys to Premises) in as good a condition as they were at the
beginning of Term, reasonable wear and damage by fire, the elements or casualty
excepted. All property of Tenant remaining on Premises after expiration of Term
shall be deemed conclusively abandoned and may be removed by Landlord and Tenant
shall reimburse Landlord for the cost of removing the same, subject however, to
Landlord's right to require Tenant to remove any improvements or additions made
to Premises by Tenant pursuant to the preceding sub-paragraph (b).
(d) In doing any work related to the installation of
Tenant's furnishings, fixtures, or equipment in the Premises, Tenant will use
only contractors or workmen approved by Landlord. Tenant shall promptly remove
any lien for material or labor claimed against Premises, by such contractors or
workmen if such claim should arise and hereby indemnifies and holds Landlord
harmless from and against any and all costs, expenses or liabilities incurred by
Landlord as a result of such liens.
(e) Tenant shall not place nor maintain any food or drink
coin-operated or vending machine within Premises or Building without the written
consent of Landlord; such consent shall not preclude Landlord from charging
Tenant for utility costs therefor under Paragraph 7(b).
(f) Tenant agrees that all personal property brought into
the Premises by Tenant, its employees, licensees and invitees shall be at the
sole risk of Tenant and Landlord shall not be liable for theft thereof or of
money deposited therein or for any damages thereto; such theft or damage being
the sole responsibility of Tenant.
7. SERVICES
(a) Landlord shall furnish the following services at his
expense:
(i) Elevator service for passenger and delivery
needs.
(ii) HVAC.
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(iii) Public rest rooms, including the furnishing
of soap, paper towels, toilet tissue and
sanitary napkin machines.
(iv) Janitorial service, including sanitizing,
dusting, cleaning, mopping, vacuuming, and
trash removal, each Monday through Friday
plus floor waxing and polishing, window
washing, smudge removal, and vent and blind
cleaning as needed.
(v) Electric power, for small desk top types of
machines, or handheld devices, such as
typewriters, adding machines and recording
machines.
(vi) Electric lighting, at a level of at least 75
foot candles at desk height except in
corridor or storage areas, and including the
replacement of lamps and ballasts as needed.
(vii) Repairs and maintenance for maintaining in
good order at all times, the exterior walls,
windows, doors, and roof of the building,
public corridors, stairs, elevators, storage
rooms, and rest rooms, the air conditioning,
electrical, and plumbing systems of the
Building, and the walks, paving and
landscaping surrounding the Building. Tenant
shall be responsible for damage, wear and
tear to the premises when caused by his
usage and occupancy of the Premises.
(viii) Grounds care, including the sweeping of
walks and parking areas and the maintenance
of landscaping in an attractive manner.
(ix) Property taxes, as may be assessed against
real estate by the state, country or city.
(x) Fire and extended coverage insurance to
protect the Landlord's interest in the
property.
(xi) General management, including supervision,
inspections, record keeping, accounting,
leasing, and related management functions.
(b) The services provided for in Paragraph 7(a) herein,
and the amount of the rental prescribed in Paragraphs 2(a) and 2(b) herein, are
predicated on and are in anticipation of certain usage of the Premises by Tenant
as follows:
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(i) Services shall be provided for, and the
normal business hours of the Building shall
be from 8:00 a.m. to 6:00 p.m. on Mondays
through Fridays, except for national
holidays.
(ii) Air conditioning design is based on
sustained outside temperatures being no
higher than 95 degrees Fahrenheit and no
lower than 10 degrees Fahrenheit with
sustained occupancy of the Premises by no
more than one person per 75 square feet of
floor area and heat generated by electrical
lighting and fixtures not to exceed 3.7
watts per square feet.
(iii) For hours other than normal business hours,
heating of the Building shall be held to a
minimum temperature of approximately 60
degrees Fahrenheit and cooling of the
Building shall be held to a maximum
temperature of approximately 85 degrees
Fahrenheit.
(iv) Electric power usage and consumption is
based on lighting of the Premises during
normal business hours on an average level
not to exceed 75 foot candles at desk
height, and power from small desk top type
machines and handheld devices using 110 volt
20-amp circuits. Such heavier use items as
electric heaters, bookkeeping machines, data
processing and duplicating equipment,
stoves, refrigerators, vending machines, and
the like shall not be used or installed,
unless specified elsewhere herein, or by
separate written consent of Landlord.
(v) If Tenant uses services in an amount, or for
a period in excess of that provided for
herein, then Landlord reserves the right to
charge Tenant, as additional rent, a
reasonable sum as reimbursement for the
direct cost of such added services. In the
event of disagreement as to the
reasonableness of such charge, the opinion
of the appropriate local utility company or
an independent professional engineering firm
shall prevail.
(c) Landlord shall not be liable for any damages directly
or indirectly resulting from the installation, use or interruption of use of any
equipment in connection with the furnishings of services by any cause beyond the
immediate control of the Landlord, but Landlord shall exercise due care in
furnishing adequate and uninterrupted services.
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8. DESTRUCTION OR DAMAGE TO PREMISES
If the Premises are totally destroyed (or so substantially
damaged as to be untenantable) by storm, fire, earthquake, or other casualty,
rent shall abate from the date of such damage or destruction and Landlord shall
have 60 days to commence the restoration of the Premises to a tenantable
condition. In the event the Landlord fails to complete such restoration within
120 days of such damage or destruction, this lease may be terminated as of the
date of such damage or destruction upon written notice from either party to the
other given not more than 10 days following the expiration of said 120 days
period. In the event such notice is not given, then this lease shall remain in
force and effect and rent shall commence upon delivery of the Premises to Tenant
in a tenantable condition. In the event such damage or destruction occurs within
one year from the expiration of the term of this lease, Tenant may, at its
option or written notice to Landlord within thirty days of such destruction or
damage, terminate this lease as of the date of such destruction or damage.
(a) If Premises are damaged but not rendered wholly
untenantable by any of the events set forth in the paragraph above, rental shall
abate in such proportion as Premises have been damaged and Landlord shall
restore Premises as speedily as practicable whereupon full rent shall commence.
(b) In no event shall rent abate if the damage or
destruction of the Premises whether total or partial, is the result of the
negligence of Tenant, its agents, or employees.
9. DEFAULT BY TENANT - LANDLORD'S REMEDIES
(a) If Tenant defaults for 30 days after written notice,
therein paying any and all rentals or additional rentals reserved herein; or if
Tenant defaults for 30 days after written notice thereof in performing any other
of his obligations hereunder; or if tenant is adjudicated a bankrupt, or if a
permanent receiver is appointed for Tenant's property, including Tenant's
interest in Premises, and such receiver is not removed within 60 days after
written notice from Landlord to Tenant to obtain such removal, or if, whether
voluntarily or involuntarily, Tenant takes advantage of any debtor relief
proceedings under any present or future law, whereby the rent or any part
thereof deferred, or if Tenant makes an assignment for benefits of Creditors; or
if Premises or Tenant's effects or interest therein should be levied upon or
attached under process against Tenant, not satisfied or dissolved within 30 days
after written notice from Landlord to Tenant to obtain satisfaction thereof, or
if Premises shall be abandoned by tenant or become vacant during the term
hereof, then and in any of said events, Landlord at its option may at once, or
within 6 months thereafter (but only during continuance of such default or
condition) terminate this lease by written notice to Tenant, whereupon this
lease shall end. After authorized assignment or subletting, the occurring of any
of the foregoing defaults or events shall affect this lease only if caused by or
happened to the assignee or sublessee. Upon such termination by Landlord, Tenant
must at once surrender possession of Premises to Landlord and remove all of
Tenant's effects therefrom, and Landlord may forthwith re-enter the Premises and
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repossess itself thereof, and remove all persons and effects therefrom, using
such force as may be necessary without being guilty or trespass, forcible entry
or detainer or other tort.
(b) Any installment of rent, additional rent, or other
sums herein required to be paid by Tenant which is not paid when due, shall bear
interest at the maximum legal rate permissible in the State of Tennessee from
the due date until paid, as a late charge for the purpose of reimbursing
Landlord for expenses incurred by reason of such failure by Tenant and not as
penalty therefor.
(c) Landlord, as Tenant's agent, without termination of
this lease, upon Tenant's default or breach of this Agreement, as set forth in
subparagraph (a) above, may at Landlord's option, evidenced by written notice to
Tenant, terminate Tenant's right to possession and enter upon and rent Premises
at the best price obtainable by reasonable effort, without advertisement, and by
private negotiations and for any term Landlord deems proper. Tenant shall, upon
receipt of such notice, surrender possession of Premises to Landlord and remove
all of Tenant's effects therefrom, and Landlord may forthwith re-enter the
Premises and repossess itself thereof, and remove all persons and effects
therefrom, using such force as may be necessary without being guilty of
trespass, forcible entry or detainer or other tort. Tenant shall be liable to
Landlord for the deficiency, if any, between the amount of all rent and
additional rent reserved in this lease and the net rent, if any, collected by
Landlord in reletting Premises, which deficiency shall be due and payable by
Tenant on the several days n which rent and additional rent reserved in the
lease would have been due and payable. Net rent shall be computed by deducting
from gross rents collected all expenses or costs of whatsoever nature incurred
by Landlord in reletting including, but not limited to attorneys' fees, brokers'
commissions and the cost of renovating or remodeling Premises.
(d) No termination of this lease prior to the normal
ending thereof by lapse of time or otherwise shall affect Tenant's obligation to
pay and Landlords right to collect the entire rent and additional rent reserved
in this lease.
(e) In the event Landlord elects to terminate this lease
as hereinabove provided, Landlord may, in addition to any other remedies it may
have, recover from Tenant all damages Landlord may incur by reason of such
default, including the cost of recovering Premises, reasonable attorneys' fees
and including the worth at the time of such termination of the excess, if any,
of the amount of rent and additional rent reserved in this lease for the
remainder of the Term over the then reasonable rental value of the Premises for
the remainder of the Term, all of which amounts shall be immediately due and
payable from Tenant to Landlord.
(f) Pursuit of any of the foregoing remedies shall not
preclude pursuit of any of the other remedies herein provided or any other
remedies provided by law.
(g) The term "reserved" as applied to rent or additional
rent herein, shall mean any and all payments to which Landlord is entitled
hereunder during the entire term of this lease.
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10. ASSIGNMENT AND SUBLETTING
Tenant may assign this lease or sublet all or any part of the
premises with the prior written consent of Landlord, subject to the terms and
conditions herein set forth, which consent shall not be unreasonably withheld.
Without limiting the generality of the foregoing provision, the withholding of
such consent by Landlord shall not be deemed unreasonable and the lease may not
be assigned or sublet under any circumstances if said assignment or subletting
results in a second assignment or subletting within the term of the lease, it
being specifically understood that the Landlord shall not be obligated or
required under any circumstances to allow more than one assignment or subletting
throughout the term. Tenant may, at anytime, without the consent of Landlord,
assign this lease or sublease the entire Premises to a wholly owned corporation
or controlled subsidiary of Tenant, provided, however, that such assignment or
sublease shall not relieve Tenant of liability under this lease.
11. CONDEMNATION
If all, or any part of Premises are taken by virtue of eminent
domain or conveyed or leased in lieu of such taking, this lease shall expire on
the date when title shall vest, or the term of such lease shall commence, and
any rent paid for any period beyond said date shall be repaid to Tenant. Tenant
shall not be entitled to any part of the award or any payment in lieu thereof.
12. INSPECTIONS
Landlord may enter Premises at reasonable hours to exhibit
same to prospective purchasers or tenants, to inspect Premises, to see that
Tenant is complying with all its obligations hereunder; and to make repairs
required of Landlord under the terms hereof or repairs to any adjoining space.
13. SUBORDINATION
This lease shall be subject and subordinate to any underlying
land leases and/or security deeds which may now or hereafter affect this lease
or the real property of which Premises form a part, and also to all renewals,
modifications, extensions, consolidations, and replacements of such underlying
land leases and such security deeds. In confirmation of the subordination set
forth in this Paragraph 13, Tenant shall, at Landlord's request, execute and
deliver such further instruments as may be desired by any holder of a security
deed or by any lessor under any such underlying land leases.
14. INDEMNIFY AND HOLD HARMLESS
Notwithstanding that joint or concurrent liability may be
imposed upon Landlord by law, Tenant shall indemnify, defend and hold harmless
the Landlord and Premises, at Tenant's expense, against: (i) any default by
Tenant or sub-tenant hereunder; or (ii) any act of
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negligence of Tenant or its agents, contractors, employees, invitees, or
licensees; or (iii) all claims for damages to persons or property by reason of
the use or occupancy of Premises.
15. TENANT'S INSURANCE AND WAIVER OF SUBROGATION
Tenant shall carry fire and extended coverage insurance
insuring its interest in Tenant's improvements in Premises and its interest in
its office furniture, equipment, supplies, and other personal property, and
Tenant hereby waives any rights of action against Landlord for loss or damage to
its improvements, fixtures and personal property in Premises.
16. RIGHTS OF LANDLORD
The rights given to Landlord herein are in addition to any
rights that may be given to Landlord by any statute or under law.
17. HOLDING OVER
If Tenant remains in possession after expiration of Term
hereof, with Landlord's acquiescence and without any distinct agreement between
the parties, Tenant shall be a tenant at will and such tenancy shall be subject
to all the provisions hereof, except that the monthly portion of the Base Rental
shall be as negotiated for the entire holdover period and there shall be no
renewal of this lease by operation of law. Nothing in this Paragraph shall be
construed as a consent by Landlord to the possession of Premises by Tenant after
the expiration of the Term.
18. ENTIRE AGREEMENT - NO WAIVER
This lease contains the entire agreement of the parties hereto
and no representations, inducements, promises or agreements, oral or otherwise,
between the parties not embodied herein, shall be of any force or effect. The
failure of either party to insist in any instance on strict performance of any
covenant or condition hereof, or to exercise any option herein contained, shall
not be construed as a waiver of such covenant, condition or option in any other
instance. This lease cannot be changed or terminated orally.
19. HEADINGS
The headings in this lease are included for convenience only
and shall not be taken into consideration in any construction or interpretation
of this lease or any of its provisions.
20. NOTICES
(a) Any notice by either party to the other shall be valid
only if in writing and shall be deemed to be duly given only if delivered
personally or sent by registered or certified mail addressed (i) if to Tenant,
at Premises and (ii) if to Landlord, at Landlord's address set forth above, or
at such other address for either party as that party may designate by notice to
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the other, notice shall be deemed given, if delivered personally, upon delivery
thereof, and if mailed, upon the mailing thereof.
(b) Tenant hereby appoints as its agent to receive
service of all dispossessory or distraint proceedings, the person in charge of
Premises at the time of occupying Premises, and if there is no person occupying
same, then such service may be made by attachment thereof on the main entrance
of Premises.
21. HEIRS AND ASSIGNS - PARTIES
(a) The provisions of this lease shall bind and insure to
the benefit of the Landlord and Tenant, and their respective successors, heirs,
legal representatives and assigns, it being understood that the term "Landlord"
as used in this lease, means only the owner of the lessee for the time being of
the land and Building of which Premises are a part, so that in the event of any
sale or sales of said property or of any lease thereof, the Landlord named
herein shall be and hereby is entirely freed and relieved of all covenants and
obligations of Landlord hereunder accruing thereafter, and it shall be deemed
without further agreement that the purchaser, or the lessee, as the case may be,
has assumed and agreed to carry out any and all covenants and obligations of
Landlord hereunder during the period such party has possession of the land and
Building. Should the land and the entire Building be severed as to ownership by
sale and/or lease, then the owner of the entire Building or lessee of the entire
Building that has the right to lease space in the Building to tenants shall be
deemed the "Landlord." Tenant shall be bound to any such succeeding party
landlord for performance by tenant of all the terms, covenants, and conditions
of this lease and agrees to execute any attornment agreement not in conflict
with the terms and provisions of this lease at the request of any such
succeeding Landlord.
(b) The parties "Landlord," "Tenant," and "Agent" and
pronouns relating thereto, as used herein, shall include male, female, singular
and plural, corporation, partnership or individual, as may fit the particular
parties.
22. ATTORNEY FEES
If any rent owing under this lease is collected by through an
attorney at law, Tenant shall pay as additional rent fifteen percent (15%)
thereof as attorney's fees. Tenant shall also pay all attorney fees incurred by
Landlord as a result of any breach or default by Tenant under this lease.
23. NO ESTATE IN LAND
Tenant has only a usufruct under this agreement, not subject
to levy or sale, no estate shall pass out of Landlord.
24. TIME OF ESSENCE
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Time is of the essence of this agreement.
25. PARKING
Lessee is hereby granted the non-exclusive privilege to use
the parking spaces in the Winston Road Properties parking lot for use by itself
and its agents. Lessee shall abide by all rules and regulations as concerns the
use of the aforementioned parking area as may now exist or as may hereinafter be
promulgated by the Lessor, and a violation of this clause and/or the rules
referred to above shall constitute, upon reasonable notice to Lessee, at the
option of Lessor, a default by the Lessee in the terms, conditions and covenants
of this lease or Lessor shall have the right to revoke Lessee's parking
privileges provided by this paragraph and such revocation shall not affect any
other rights, duties or obligations as provided for in this Lease. These parking
spaces may be charged to the Lessee on a monthly basis according to the monthly
rate then in effect and parking spaces may be designated by the Lessor for the
exclusive use of Lessee subject to change by Lessor. Lessee agrees that any
parking cards, stickers or related materials supplied by Lessor to Lessee shall
remain the property of Lessor and, upon termination of this Lease or revocation
of Lessee's parking privileges, whichever shall first occur, Lessee shall
promptly return such cards, stickers and related materials to Lessor.
26. RULES AND REGULATIONS
(a) The sidewalks, entry passages, corridors, hal1s,
elevators, and stairways shall not be obstructed by Tenant or used by it for
other than those of ingress and egress. The floors, skylights, and windows that
reflect or admit light into any place in said Building shall not be covered or
obstructed by Tenant. The water closets and other water apparatus shall not be
used for any other purpose than those for which they were constructed, and no
sweeping, rubbish, or other obstructing substances shall he thrown therein.
(b) No advertisement, sign or other notice shall be
inscribed, painted or affixed on any part of the outside or inside of Building,
except upon the interior doors as permitted by Landlord, which signs, etc. shall
be of such order, size and style, and at such places as shall be designated by
Landlord. Window shades, blinds or curtains of a uniform color and pattern only
shall be used throughout the Building to give uniform color exposure through
exterior windows. Signs on Tenant's entrance doors will be provided by Tenant by
Landlord, the cost of the signs to be charged to and paid for by Tenant. No
painting shall be done, nor shall any alterations be made to any part of the
Building by putting up or changing any partition, doors or windows, nor shall
there be any nailing, boring or screwing into the woodwork or plastering, nor
shall any connection be made to the electric wires or electric fixtures without
the consent in writing on each occasion of Landlord or its Agents. All glass,
locks and trimmings in or upon the doors and windows of the Building shall be
kept whole and, when any part thereof shall be broken, the same shall be
immediately replaced or repaired and put in order under the direction and to the
satisfaction of the Landlord or its Agents, and shall be left whole and in good
repair. Tenant shall not injure, or overload or deface the Building, the
woodwork or the walls of the Premises, nor carry on upon the Premises any
noxious, noisy or offensive business. Tenant shall not (without Landlord's
written consent), install or operate any computer, duplicating or other
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large business machine, equipment, or any other machinery, upon the Premises, or
carry on any mechanical business thereon. If Tenant requires any interior
wiring, such as for a business machine, intercom, printing equipment or copying
equipment, such wiring shall be done by the electrician of the Building only,
and no outside wiring men shall be allowed to do work of this kind unless by the
written permission of Landlord or its representatives. If telegraphic or
telephonic service is desired, the wiring for same shall be done as directed by
the electrician of the Building or by some other employee of Landlord who may be
instructed by the superintendent of the Building to supervise same, and no
boring or cutting for wiring shall be done unless approved by Landlord or its
representatives, as stated.
(c) Landlord, in all cases, retains the right to approve
the weight per square foot and position of heavy articles including, but not
limited to, iron safes, printing equipment, computer and duplicating equipment
or air compressors. Tenants must make arrangements with the superintendent of
Building when the elevator is required for the purpose of carrying any kind of
freight.
27. SPECIAL STIPULATIONS
The following special stipulations shall control if in
conflict with any of the foregoing provisions of this lease:
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IN WITNESS WHEREOF, the parties have hereunto set their hands and seals, in
quadruplicate, the day and year first above written.
Signed, sealed and delivered *Tenant: Med:Assure Systems
in the presence of:**
- -------------------------------- By: /s/ Michael L. Hatcher
Witness ------------------------------
/s/ Kathy Whitten Its: President
- -------------------------------- -----------------------------
Notary Public
My Commission Expires: 8/28/89 Date: 12/31/93
----------------------------
Signed, sealed and delivered Landlord: Winston Road
Properties
/s/ Robert C. Eldridge, Jr.
- -------------------------------- --------------------------------
Witness Robert C. Eldridge
Managing Partner
/s/ Kathy Whitten /s/ Michael L. Hatcher
- -------------------------------- --------------------------------
Notary Public Michael L. Hatcher
Managing Partner
My Commission Expires:
8/28/96 Date:12/31/93
- -------------------------------- -----------------------------
Following execution, the original and two copies hereof shall be returned to
Landlord.
NOTE: *If Tenant is a corporation, two authorized corporate
officers muse execute this lease in their appropriate
capacity for Tenant, affixing the corporate seal.
**Two witnesses are required, one of whom must be a Notary
Public, who must affix his/her Notarial seal and stamp
bearing the expiration date of his/her commission.
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Amendment to Lease Agreement
Between
Winston Road Properties
and
Med:Assure Systems
Dated: August 27, 1992
The lease agreement between Winston Road Properties and Med:Assure Systems dated
the 27th day of August 1992, is amended as follows:
Effective the 1st day of August 1994, the following article is amended in said
lease agreement:
1. PREMISES AND TERM.
The Premises being more particularly shown and outlined on the floor
plan attached hereto as Exhibit "A" and made a part hereof, for a term
to commence on the 1st day of October, 1992, and end at midnight on the
31st day of March, 2010, such period being herein called "Term."
Except as provided herein, all the terms of the original lease agreement shall
remain in full force and effect.
Tenant: Landlord
Med:Assure Systems Winston Road Properties
By:/s/ Michael Hatcher By: /s/ Robert C. Eldridge, Jr.
-------------------------------- --------------------------------
Its: Vice President Its: Partner
------------------------------ -------------------------------
Date: 8/1/94 Date: 8/1/94
----------------------------- ------------------------------
By:
--------------------------------
Its:
-------------------------------
Date:
------------------------------
17
Addendum to Lease Agreement
Between
Winston Road Properties
and
Med:Assure Systems
Dated: August 27, 1992
The lease agreement between Winston Road Properties and Med:Assure Systems dated
the 27th day of August 1992, is amended as follows:
Effective the 1st day of August 1994, the following article is added in said
lease agreement:
Tenant shall lease the following additional space:
Suite 400 with 333 square feet.
Tenant shall pay the following base rental rate for this space:
August 1, 1994 through July 31, 1995
Annual rent = $2,664.00
Monthly rent = $ 222.00
Rate per square foot = $ 8.00
Beginning August 1. 1995, the unadjusted (Prior to annual percentage
increase) base rent shall be:
Annual rent = $3,996.00
Monthly rent = $ 333.00
Rate per square foot = $ 12.00
Base rent shall be adjusted simultaneously and in the same percentage as the
space in the original lease. The term of this additional leased space shall end
at midnight on the 31st day of March, 2010.
All terms of the original lease agreement dated the 27th day of August 1992,
shall apply to this additional space. All the terms of the original lease
agreement shall remain in full force and effect.
Tenant: Landlord:
Med:Assure Systems Winston Road Properties
By:/s/ Michael Hatcher By:/s/ Robert C. Eldridge, Jr.
-------------------------------- --------------------------------
Its: President Its: Partner
-------------------------------- ------------------------------
Date: 8/1/94 Date: 8/1/94
-------------------------------- -----------------------------
18
Addendum to Lease Agreement
Between
Winston Road Properties
and
Med:Assure Systems
Dated: August 27, 1992
The lease agreement between Winston Road Properties and Med:Assure Systems dated
the 27th day of August 1992, is amended as follows:
Effective the 1st day of August 1994, the following article is added in said
lease agreement:
Tenant shall lease the following additional space:
Suite 401 with 1,022 square feet.
Tenant shall pay the following base rental rate for this space:
September 1, 1994 through August 31, 1995
Annual rent = $8,176.00
Monthly rent = $ 681.33
Rate per square foot = $ 8.00
Beginning September 1, 1995, the unadjusted (Prior to annual percentage
increase) base rent shall be:
Annual rent = $12,264.00
Monthly rent = $ 1,022.00
Rate per square foot = $ 12.00
Base rent shall be adjusted simultaneously and in the same percentage as the
space in the original lease. The term of this additional leased space shall end
at midnight on the 31st day of March, 2010.
All terms of the original lease agreement dated the 27th day of August 1992,
shall apply to this additional space. All the terms of the original lease
agreement shall remain in full force and effect.
Tenant: Landlord:
Med:Assure Systems Winston Road Properties
By:/s/ Michael Hatcher By:/s/ Robert C. Eldridge, Jr.
-------------------------------- --------------------------------
Its: President Its: Partner
-------------------------------- ------------------------------
19
Date: 8/1/94 Date: 8/1/94
-------------------------------- -----------------------------
By:
-------------------------------
Its:
------------------------------
Date:
-----------------------------
20
Amendment to Lease Agreement
Between
Winston Road Properties
and
Med:Assure Systems
Dated: August 27, 1992
The lease agreement between Winston Road Properties and Med:Assure Systems dated
the 27th day of August 1992, is amended as follows:
Effective the 1st day of January, 1994, the following article is amended in said
lease agreement:
2. Rental
(a) (1) Suite 403 with 4,806 square feet.
Tenant shall pay the following base rental rate for this
space:
Beginning January 1, 1994, the base rent shall be
Annual rent = $57,672.00
Monthly rent = $ 4,806.00
Rate per square feet = $ 12.00
(2) Suite 403B with 1,414 square feet.
Tenant shall pay the following base rental rate for this
space:
January 1, 1994 through April 30,1994
Annual rent = $11,312.00
Monthly rent = $ 942.67
Rate per square feet = $ 8.00
Beginning May 1, 1994, the base rent shall be:
Annual rent = $16,968.00
Monthly rent = $ 1,414.00
Rate per square feet = $ 12.00
21
Except as provided herein, all terms of the original lease agreement shall
remain in full force and effect.
Tenant: Landlord:
Med:Assure Systems Winston Properties
By: /s/ Michael Hatcher By: /s/ Robert C. Eldridge, Jr.
-------------------------------- -------------------------------
Its: President Its: Managing Partner
------------------------------- ------------------------------
Date: 12/31/93 Date: 12/31/93
------------------------------ -----------------------------
By: /s/ Michael Hatcher
-------------------------------
Its: Managing Partner
------------------------------
Date: 12/31/93
-----------------------------
22
Addendum to Lease Agreement
Between
Winston Road Properties
and
Med:Assure Systems
Dated: August 27, 1992
The lease agreement between Winston Road Properties and Med:Assure Systems dated
the 27th day of August 1992, is amended as follows:
Effective the 1st Day of May 1993, the following article is added in said lease
agreement:
Tenant shall lease the following additional space:
Suite 403B with 1,414 square feet.
Tenant shall pay the following base rental rate for this space:
May 1, 1993 through April 30, 1994
Annual rent = $9,191.00
Monthly rent = $ 765.92
Rate per square feet = $ 6.50
Beginning May 1, 1994, the unadjusted (prior to annual percentage
increase) base rent shall be:
Annual rent = $14,847.00
Monthly rent = $ 1,237.25
Rate per square feet = $ 10.50
Base rent shall be adjusted simultaneously and in the same percentage as the
space in the original lease. The term of this additional leased space shall end
at midnight on the 30th day of September 2002.
All terms of the original lease agreement dated the 27th day of August 1992,
shall apply to this a additional space. All the terms of the original lease
agreement shall remain in full force and effect.
Tenant: Landlord:
Med:Assure Systems Winston Road Properties
By: /s/ Michael Hatcher By: /s/ Robert C. Eldridge, Jr.
-------------------------------- -------------------------------
Its: President Its: Managing Partner
------------------------------- ------------------------------
23
Date: 12/31/93 Date: 12/31/93
------------------------------ -----------------------------
By: /s/ Michael Hatcher
-------------------------------
Its: Managing Partner
------------------------------
Date: 12/31/93
-----------------------------
24
Addendum to Lease Agreement
Between
Winston Road Properties
and
Med:Assure Systems
Dated: August 27, 1992
The lease agreement between Winston Road Properties and Med:Assure Systems dated
the 27th day of August 1992, is amended as follows:
Effective the 1st day of February 1994, the following article is added in said
lease agreement:
Tenant shall lease the following additional space:
Suite 403C with 990 square feet.
Tenant shall pay the following base rental rate for this space:
February 1, 1994, through January 1, 1995
Annual rent = $ 7,920.00
Monthly rent = $ 660.00
Rate per square feet = $ 8.00
Beginning February 1, 1995, the unadjusted (Prior to annual percentage
increase) base rent shall be:
Annual rent = $11,880.00
Monthly rent = $ 990.00
Rate per square feet = $ 12.00
Base rent shall be adjusted simultaneously and in the same percentage as the
space in the original lease. The term of this additional leased space shall end
at midnight on the 30th day of September 2002.
All terms of the original lease agreement dated the 27th day of August 1992,
shall apply to this additional space. All the terms of the original lease
agreement shall remain in full force and effect.
Tenant: Landlord:
Med:Assure Systems Winston Road Properties
By: /s/ Michael Hatcher By: /s/ Robert C. Eldridge, Jr.
-------------------------------- -------------------------------
Its: President Its: Managing Partner
------------------------------- ------------------------------
25
Date: 12/31/93 Date: 12/31/93
------------------------------ -----------------------------
By: /s/ Michael Hatcher
-------------------------------
Its: Managing Partner
------------------------------
Date: 12/31/93
-----------------------------
26
Addendum to Lease Agreement
Between
Winston Road Properties
and
Med:Assure Systems
Dated: August 27, 1992
The lease agreement between Winston Road Properties and Med:Assure Systems dated
the 27th day of August 1992, is amended as follows:
Effective the 1st day of August 1994, the following article is added in said
lease agreement:
Tenant shall lease the following additional space:
Suite 408 with 579 square feet.
Tenant shall pay the following base rental rate for this space:
October 1, 1994 through September 30, 1995
Annual rent = $4,632.00
Monthly rent = $ 386.00
Rate per square foot = $ 8.00
Beginning October 1, 1995, the unadjusted (Prior to annual percentage
increase) base rent shall be:
Annual rent = $6,948.00
Monthly rent = $ 579.00
Rate per square foot = $ 12.00
Base rent shall be adjusted simultaneously and in the same percentage as the
space in the original lease. The term of this additional leased space shall end
at midnight on the 31st day of March 2010.
All terms of the original lease agreement dated the 27th day of August 1992,
shall apply to this additional space. All the terms of the original lease
agreement shall remain in full force and effect.
Tenant: Landlord:
Med:Assure Systems Winston Road Properties
By: /s/ Michael Hatcher By: /s/ Robert C. Eldridge, Jr.
-------------------------------- -------------------------------
27
Its: Vice President Its: Partner
------------------------------- ------------------------------
Date: Date: 8/1/94
------------------------------ -----------------------------
By:
-------------------------------
Its:
------------------------------
Date:
-----------------------------
28
Addendum to Lease Agreement
Between
Winston Road Properties
and
Med:Assure Systems
Dated: August 27, 1992
The lease agreement between Winston Road Properties and Med:Assure Systems dated
the 27th day of August 1992, is amended as follows:
Effective the 1st day of April 1995, the following article is added said lease
agreement:
Tenant shall lease the following additional space:
Suite 506 with 2,149 square feet.
Tenant shall pay the following base rental rate for this space:
Annual rent = $ 28,788.00
Monthly rent = $ 2,149.00
Rate per square foot = $ 12.00
Base rent shall be adjusted simultaneously and in the same percentage as the
space in the original lease. The term of this additional leased space shall end
at midnight on the 31st day of March 2010.
All terms of the original lease agreement dated the 27th day of August 1992,
shall apply to this additional space. All the terms of the original lease
agreement shall remain in full force and effect.
Tenant: Landlord:
Med:Assure Systems Winston Road Properties
By: /s/ John Misickey By: /s/ Robert C. Eldridge, Jr.
-------------------------------- -------------------------------
Its: President Its: Partner
------------------------------- ------------------------------
Date: 3/8/95 Date: 3/14/95
------------------------------ -----------------------------
By: /s/ Michael Hatcher
-------------------------------
Its: Partner
------------------------------
Date: 3/6/95
-----------------------------
29
Addendum to Lease Agreement
Between
Winston Road Properties
and
Med:Assure Systems
Dated: August 27, 1992
The lease agreement between Winston Road Properties and Med:Assure Systems dated
the 27th day of August 1992, is amended as follows:
Effective the 1st day of May 1995, the following article is added in said lease
agreement:
Tenant shall lease the following additional space:
Suite 603B with 1,500 square feet.
Tenant shall pay the following base rental rate for this space:
May 1, 1995 through April 30, 1996
Annual rent = $12,000.00
Monthly rent = $ 1,000.00
Rate per square foot = $ 8.00
Beginning May 1, 1996, the unadjusted (Prior to annual percentage
increase) base rent shall be:
Annual rent = $18,000.00
Monthly rent = $ 1,500.00
Rate per square foot = $ 12.00
Base rent shall be adjusted simultaneously and in the same percentage as the
space in the original lease. The term of this additional leased space shall end
at midnight on the 31st day of March 2010.
All terms of the original lease agreement dated the 27th day of August 1992,
shall apply to this additional space. All the terms of the original lease
agreement shall remain in full force and effect.
Tenant: Landlord:
Med:Assure Systems Winston Road Properties
By: /s/ John Misickey By: /s/ Robert C. Eldridge, Jr.
-------------------------------- -------------------------------
30
Its: President Its: Partner
------------------------------- ------------------------------
Date: 3/8/95 Date: 3/14/95
------------------------------ -----------------------------
By: /s/ Michael Hatcher for
-------------------------------
Park Med Properties
Its: Partner
------------------------------
Date: 3/6/95
-----------------------------