1
Exhibit 10.12
INDEX TO WINSTON ROAD PROPERTIES LEASE
TENANT: AMERICARE MEDICAL SERVICES, INC.
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
19. Headings 9
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INDEX TO WINSTON ROAD PROPERTIES LEASE
TENANT: AMERICARE MEDICAL SERVICES, INC.
Article Page 2 Page
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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 Americare Medical Services, Inc. of Knoxville, Tennessee, herein called
"Tenant" whose address is:
1900 Winston Road
Suite 300
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: 9,744
Floor: 3rd
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 December 1992,
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and end at midnight on the 30th day of November 2002, such period being herein
called "Term". Unless either party gives written notice of intent not to renew
to the 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
such other place as Landlord may designate in writing, without demand, deduction
or off-set, annual rental at the rate of $63,336.00 (herein called "Base
Rental"), payable in equal monthly installments of $5,278.00 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 $102,312.00, payable in equal monthly
installments of $8,526.00 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 tine-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 same "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 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 a 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 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 Paragraph 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 ben 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 TENENT - 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
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and repossess itself thereof, and remove all persons and effective 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 Landlord's 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. INDEMNITY 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
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set forth above, or at such other address for either party as that party may
designate by notice to 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 nay 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 or
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.
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24. TIME OF ESSENCE
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, halls,
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 be 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
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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 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 b 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 in the *Tenant: Americare Medical.
presence of:** Services, Inc.
By: /s/ Michael Hatcher
- ---------------------------------- --------------------------------
Witness
/s/ Kathy Whitten Its: President
- ---------------------------------- --------------------------------
Notary Public
My Commission Expires: Date: 12/31/93
--------------------------------
8/28/96
- ----------------------------------
Signed, sealed and delivered Landlord: Winston Road Properties
/s/ Robert C. Eldridge
- ---------------------------------- --------------------------------
Witness Robert C. Eldridge
Managing Partner
/s/ Kathy Whitten /s/ Michael 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
Americare Medical Services, Inc.
Dated: August 27, 1992
The lease agreement between Winston Road Properties and Americare Medical
Services, Inc. dated the 27th day of August 1992, is now amended as follows:
Effective the 1st day of August 1994, the following article is amended to add 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
December 1992, and end at midnight on the 31st day of March
2010, such period being herein called "Term."
Except as provided herein, all terms of the original lease agreement shall
remain in full force and effect.
Tenant: Landlord:
Americare Medical Services, Inc. Winston Road Properties
By: /s/ Michael Hatcher By: /s/ Robert C. Eldridge, Jr.
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Its: President Its: Partner
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Date: 8/1/94 Date: 8/1/94
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By:
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Its:
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Date:
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17
Amendment to Lease Agreement
Between Winton Road Properties
and Americare Medical Services Inc.
Dated: August 27, 1992
The lease agreement between Winston Road Properties and Americare Medical
Services. Inc. dated the 27th day of August 1992, is now amended as follows:
Effective the 1st day of June 1995, the following article is amended to add in
said lease agreement:
2. Rental
(a) Suite 201 with 360 square feet.
Tenant shall pay the following base rental rate for this
space:
February 1, 1995 through January 31, 1996
Annual rent = $4,320.00
Monthly rent = $ 360.00
Rate per square foot = $ 12.00
Base rent, if held over, 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 January 1996.
Except as provided herein, all terms of the original lease agreement shall
remain in full force and effect.
Tenant: Landlord:
Americare Medical Services, Inc. Winston Road Properties
By: /s/ Michael Hatcher By: /s/ Robert C. Eldridge, Jr.
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Its: President Its: Partner
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Date: 3/6/95 Date: 3/6/95
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By: /s/ Michael Hatcher for
--------------------------------
Park Med Properties
Its: Partner
--------------------------------
Date: 3/6/95
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18
Amendment to Lease Agreement
Between
Winston Road Properties
and
Americare Medical Services, Inc.
Dated: August 27, 1992
The lease agreement between Winston Road Properties and Americare Medical
Services dated the 27th day of August 1992, is now amended as follows:
Effective the 1st day of January 1994, the following article is amended in said
lease agreement:
2. Rental
(a) Suite 300 with 9,744 square feet.
Tenant shall pay the following base rental rate for this
space:
January 1, 1994 through November 30, 2005
Annual rent = $116,928.00
Monthly rent = $ 9,744.00
Rate per square feet = $ 12.00
Except as provided herein, all terms of the original lease agreement shall
remain in full force and effect.
Tenant: Landlord:
Americare Medical Services, Inc. Winston Road Properties
By: /s/ Michael Hatcher By: /s/ Robert C. Eldridge, Jr.
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Its: President Its: Managing Partner
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Date: 12/31/93 Date: 12/31/93
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By: /s/ Michael Hatcher
--------------------------------
Its: Managing Partner
--------------------------------
Date: 12/31/93
--------------------------------
19
Amendment to Lease Agreement
Between
Winston Road Properties. LLC
and Americare Medical Services, Inc.
Dated: August 27, 1992
The lease agreement between Winston Road Properties and Americare Medical
Services, Inc. dated the 27th day of August 1992, is now amended as follows:
Effective the 1st day of August, 1998, the following article is amended to add
in said lease agreement:
2. Rental
Suite 500 with 2,096 square feet.
Tenant shall pay the following base rental rate for this
space.
Annual rent = $27,646.24
Monthly rent = $ 2,303.71
Rate per square foot = $ 13.19
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.
Except as provided herein, ail terms of the original lease agreement shall
remain in full force and effect.
Tenant: Landlord:
Americare Medical Services, Inc. Winston Road Properties, LLC
By: /s/ Michael Hatcher By: /s/ Robert C. Eldridge, Jr.
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Its: V.P. Its: Partner
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B&B Partnership
Date: 6/2/98 Date: 6/2/98
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By: /s/ Michael Hatcher
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Its: Member
--------------------------------
Park Med Properties, LLC
Date: 6/2/98
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20
Amendment to Lease Agreement
Between
Winston Road Properties
and
Americare Medical Services, Inc.
Dated: August 27, 1992
The lease agreement between Winston Road Properties and Americare Medical
Services. Inc. dated the 27th day of August 1992, is now amended as follows:
Effective the 1st day of May, 1997, the following article is amended to add in
said lease agreement:
2. Rental
Suite 504 with 1,231 square feet.
Tenant shall pay the following base rental rate for this
space.
Annual rent = $15,682.94
Monthly rent = $ 1,306.91
Rate per square foot = $ 12.74
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.
Except as provided herein, all terms of the original lease agreement shall
remain in full force and effect.
Tenant: Landlord:
Americare Medical Services, Inc. Winston Road Properties
By: /s/ David P. Jones By: /s/ Robert C. Eldridge, Jr.
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Its: CFO/VP Its: Managing Partner
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B&B Partnership
Date: 6/23/97 Date: 6/9/97
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By: /s/ Michael Hatcher
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Its: Managing Partner
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Park Med Properties, LLC
Date: 6/6/97
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21
Amendment to Lease Agreement
Between Winston Road Properties
and
Americare Medical Services, Inc.
Dated: August 27, 1992
The lease agreement between Winston Road Properties and Americare Medical
Services, Inc. dated the 27th day of August, is now amended as follows:
Effective the 1st day of April 1994, the following article is amended to add in
said lease agreement:
2. Rental
(a) Suite, 508 with 194 square feet.
Tenant shall pay the following base rental rate for this
space:
April 1, 1994 through November 30, 2005
Annual rent = $2,075.80
Monthly rent = $ 172.98
Rate per square foot = $ 10.70
Except as provided herein, all terms of the original lease agreement shall
remain in full force and effect.
Tenant: Landlord:
Americare Medical Services, Inc. Winston Road Properties
By: /s/ Michael Hatcher By: /s/ Robert C. Eldridge, Jr.
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Its: President Its: Partner
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Date: 4/1/94 Date:
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By: /s/ Michael Hatcher for
--------------------------------
Park Med Properties
Its: Partner
--------------------------------
Date: 4/1/94
--------------------------------
22
Amendment to Lease Agreement
Between
Winston Road Properties
and
Americare Medical Services, Inc.
Dated: August 27, 1992
The lease agreement between Winston Road Properties and Americare Medical
Services, Inc. dated the 27th day of August 1992. is now amended as follows:
Effective the 1st day of February, 1998, the following article is amended to add
in said lease agreement:
2. Rental
Suites 600 and 601 with 3,479 square feet.
Tenant shall pay the following base rental rate for this
space.
Annual rent = $45,888.01
Monthly rent = $ 3,823.76
Rate per square foot = $ 13.19
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.
Except as provided herein, all terms of the original lease agreement shall
remain in full force and effect.
Tenant: Landlord:
Americare Medical Services, Inc. Winston Road Properties, LLC
By: /s/ Michael Hatcher By: /s/ Robert C. Eldridge, Jr.
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Its: V.P. Its: Partner
------------------------------- --------------------------------
B&B Partnership
Date: 6/2/98 Date: 6/2/98
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By: /s/ Michael Hatcher
--------------------------------
Its: Member
--------------------------------
Park Med Properties, LLC
Date: 6/2/98
--------------------------------
23
Amendment to Lease Agreement
Between
Winston Road Properties
and
Americare Medical Services, Inc.
Dated: August 27, 1992
This lease agreement between Winston Road Properties and Americare Medical Inc.
dated the 27th day of August, 1992, is now amended as follows:
Effective the 1st day of June 1994, the following article is amended to add in
said lease agreement:
2. Rental
(a) Suite 602 with 2,504 square feet.
Tenant shall pay the following, base rental rate for this
space:
June 1, 1994 through November 30, 2005
Annual rent = $30,048.00
Monthly rent = $ 2,504.00
Rate per square foot = $ 12.00
Except as provided herein, all terms of the original lease agreement shall
remain in full force and effect.
Tenant: Landlord:
Americare Medical Services, Inc. Winston Road Properties
By: /s/ Michael Hatcher By: /s/ Robert C. Eldridge, Jr.
------------------------------- --------------------------------
Its: President Its: Partner
------------------------------- --------------------------------
Date: 6/1/94 Date:
------------------------------- --------------------------------
By: /s/ Michael Hatcher for
--------------------------------
Park Med Properties
Its: Partner
--------------------------------
Date: 6/1/94
--------------------------------
24
Amendment to Lease Agreement
Between
Winston Road Properties
and
Americare Medical Services, Inc.
Dated: August 27, 1992
The lease agreement between Winston Road Properties and Americare Medical
Services. Inc. dated the 27th day of August 1992, is now amended as follows:
Effective the 1st day of June 1995, the following article is amended to add in
said lease agreement:
2. Rental
(a) Suite 603A with 1,800 square feet.
Tenant shall pay the following base rental rate for this
space:
June 1, 1995 through May 31, 1996
Annual rent = $ 14,400.00
Monthly rent = $ 1,200.00
Rate per square foot = $ 8.00
(b) Beginning June 1, 1996, the unadjusted (prior to annual
percentage increase) base rent shall be:
Annual rent = $21,600.00
Monthly rent = $ 1,800.00
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.
25
Americare Medical Services, Inc.
Addendum to Lease dated August 27, 1992
Page 2 of 2
Except as provided herein, all terms of the original lease agreement shall
remain in full force and effect.
Tenant: Landlord:
Americare Medical Services, Inc. Winston Road Properties
By: /s/ Michael Hatcher By: /s/ Robert C. Eldridge, Jr.
------------------------------- --------------------------------
Its: President Its: Partner
------------------------------- --------------------------------
Date: 3/6/95 Date: 3/6/95
------------------------------- --------------------------------
By: /s/ Michael Hatcher for
--------------------------------
Park Med Properties
Its: Partner
--------------------------------
Date: 3/6/95
--------------------------------
26
[FLOOR PLAN]