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Exhibit 10.7
LEASE AGREEMENT
THIS LEASE AGREEMENT ("Lease") is entered into by and between the
Landlord and the Tenant hereinafter named.
ARTICLE I.
DEFINITIONS AND CERTAIN BASIC PROVISIONS
1.01
(1) "Landlord": JCD Partnership
(2) "Landlord's Address": 1828 Raymond Road,
Jackson, Mississippi 39204
(3) "Tenant": Renex Dialysis Facilities, Inc.
(4) Tenant's Address: 1828 Raymond Road, Jackson,
Mississippi 39204
(5) "Premises": The commercial office building
located at the above referenced address, which
is designed and equipped to accommodate
outpatient chronic dialysis clinics.
(6) "Lease Term": January 1, 1996, through December
31, 2000, with an option by Tenant to renew for
an additional five (5) years on the same terms
and conditions provided Tenant exercises this
option in writing and delivers same to Landlord,
not less than 60 days prior to the expiration of
the initial term.
(7) "Rent": As set forth in Section 3.01 of this
Lease.
1.02 Each of the foregoing definitions and basic provisions
shall be construed in conjunction with and limited by the references thereto in
the other provisions of this Lease.
ARTICLE II.
GRANTING CLAUSE
2.01 In consideration of the obligation of Tenant to pay Rent
as herein provided and in consideration of the other terms, covenants and
conditions herein, Landlord hereby leases to Tenant, and Tenant hereby takes
from Landlord, the Premises as described in paragraph 1.01(5) to have and to
hold the Premises for the Lease Term specified in paragraph 1.01(6), all on the
terms and conditions set forth in this Lease.
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ARTICLE III.
RENT
3.01 Tenant shall pay to Landlord Rent in monthly installments of
Two Thousand Two Hundred No/100 Dollars ($2,200.00). Installments shall be due
and payable on or before the first day of each calendar month during the Lease
Term and shall become past due on the tenth day thereof. Rent shall accrue
hereunder from January 1, 1996, and shall be payable at the place designated for
the delivery of notices to Landlord at the time of payment.
ARTICLE IV.
USE AND CARE OF PREMISES
4.01 Tenant shall use and occupy the premises solely for purposes
directly related to the maintenance of outpatient chronic dialysis facilities or
related medical or general office use.
4.02 Tenant shall procure at its sole expense any permits and
licenses required for the transaction of its business on the Premises. The
Tenant further agrees not to permit anything to be one on the premises which
will be contrary to the provisions of the policies of insurance hereon or which
will increase the premiums for such insurance, or be contrary to the rules and
regulations of any municipal, state or governmental authority.
4.03 Tenant agrees not to permit the premises, including
woodwork, floors, carpet, and walls, or any furniture or furnishing fixture, or
appliances contained therein to be damaged in any manner. Tenant is also
responsible for damage done by wind, or rain, followed by leaving windows or
doors open, and by overflow of water or stoppage of water pipes. Tenant agrees
to waive all rights and claims against the Landlord in connection with the
condition of the Premises after occupancy, and any subsequent action to repair
or vacate. After occupancy, Tenant shall keep the premises in good order, neat
in appearance, and free from all refuse, and shall promptly remove all garbage
and refuse of any kind from the premises during the Lease Term.
4.04 Tenant shall keep the foundation, exterior walls, air
conditioning, heating and ventilating systems and roof of the Premises in good
repair.
ARTICLE V.
UTILITIES
5.01 Tenant shall promptly pay all charges for electricity,
water, gas, sewerage service, and other utilities furnished to the Premises.
ARTICLE VI.
INSURANCE
6.01 Tenant shall, from and after the commencement of this Lease,
and throughout the entire term of this I-ease, keep the Premises insured against
loss or damage by fire, lightning
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and any other casualties and Landlord shall be named as Loss Payee on said
insurance policy(s) and Tenant shall maintain property damage insurance on all
contents located on the Premises.
ARTICLE VII.
DAMAGE BY FIRE OR OTHER CASUALTY
7.01 Tenant shall give immediate written notice to Landlord of
any damage caused to the Premises by fire or other casualty.
7.02 If the Premises shall be damaged or destroyed by fire or
other casualty insurable under standard fire and extended coverage insurance and
Landlord does not elect to terminate this Lease as hereinafter provided,
Landlord shall proceed with reasonable diligence and at Landlord's sole cost and
expense to rebuild and repair the Premises. Landlord shall proceed to rebuild
and repair the Premises with reasonable diligence and at Landlord's sole cost
and expense.
ARTICLE VIII.
INDEMNITY CLAUSE
8.01 Tenant agrees that it will protect and save and keep
Landlord harmless and indemnified against and from any penalty or damage or
charges imposed for any violation of any laws or ordinances, whether occasioned
by the neglect of Tenant or those holding under Tenant, and that Tenant will at
all times protect, indemnify and save and keep harmless Landlord against and
from any and all loss, cost, damage or expense, arising out of or from any
accident or other occurrence on or about said premises, causing injury to any
person or property whomsoever or whatsoever, and will protect, indemnify and
save and keep harmless the Lessor against and from any and all claims and
against from any and all loss, cost, damage or expenses arising out of any
failure of Tenant in any respect to comply with and perform all the requirements
and provisions hereof.
ARTICLE IX.
EMINENT DOMAIN
9.01 If the Premises should be taken for any public or
quasi-public use under any governmental law, ordinance, or regulation or by
right of eminent domain such that they are no longer suitable to operate
Tenant's business thereon, this Lease shall, at the election of Tenant,
terminate and the Rent shall be abated during the unexpired portion of this
Lease, effective on the date physical possession is taken by the condemning
authority.
9.02 All compensation awarded for any taking of the Premises
shall be the property of the Landlord, and Tenant hereby assigns their interest
in any such award to Landlord.
ARTICLE X.
PROPERTY TAXES
10.01 All real estate taxes shall be the responsibility of
Landlord.
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10.02 Tenant shall be liable for all taxes levied against
personal property and trade fixtures placed by Tenant on the Premises.
ARTICLE XI.
SUBLETTING
12.01 Tenant shall not sublet the Premises or assign this Lease,
or any part thereof, without the prior written consent of Landlord, which
consent shall not be unreasonably withheld.
ARTICLE XII.
INSPECTION
13.01 Landlord may enter said premises at reasonable times to
inspect the Premises upon reasonable notice.
ARTICLE XIII.
ALTERATIONS
14.01 Tenant agrees not to make any material alterations,
installations, repairs, or redecorations of any kind to the premises without
written permission from the Landlord which consent shall not be unreasonably
withheld.
ARTICLE XIV.
TERMINATION
15.01 Should Tenant fail to vacate on or before the termination
date, the rental for the holdover period shall be the maximum permitted by law.
In such case, Tenant shall be liable for such other damages incurred through the
loss of a prospective tenant, or other expenses incurred due to the breach of
this condition of this Lease.
ARTICLE XV.
DEFAULT
16.01 If the aforesaid rental or any part thereof shall remain
unpaid for ten (10) days after written notice, or if Lessee shall violate or be
in default on the performance of any of the other covenants or conditions
hereof, after thirty (30) days written notice or if Tenant abandons or vacates
the Premises during the term of this Lease for a period of time consisting of at
least 15 consecutive business days, or if Tenant shall be adjudicated bankrupt,
or makes any assignment for the benefit of creditors, Landlord may enter into
said premises, and again have and repossess the same as if this Lease had not
been made in accordance with applicable law. In case of any such default or
entry, Landlord shall thereupon have the right at its option and in its sole
discretion: (1) to terminate this Lease and the rent for the entire term shall
at once become due and payable and Landlord may proceed to collect the rent for
the entire term as if by the terms of this Lease the entire rent for the entire
term shall be made payable in advance; or (2) to relet said premises from
time-to-time during
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the remainder of the Lease Term for the highest rent obtainable and it may
recover from Tenant any deficiency between such amount and the rent herein
reserved, it being the intention of the parties that such re-entry and reletting
shall not discharge Tenant from liability for rent or for any other obligations
of Tenant under the terms of this Lease. In addition, upon default hereunder,
Landlord shall also be entitled to recover the cost of reletting the leased
premises, including, but not limited to advertising costs. Landlord may waive
any default without impairing the right to declare subsequent default hereunder,
this right being a continuing one.
Should Landlord place the claim for any past-due rent or any
other sum due Landlord under the terms and provisions of this Lease in the hands
of an attorney for collection, the Tenant shall pay, in addition to the amounts
due under any such claim, all reasonable costs, charges and expenses in
connection with the collection thereof, including a reasonable attorney's fee to
the attorney handling such claim.
ARTICLE XVI.
NOTICES
17.01 Whenever any notice is required or permitted hereunder,
such notice shall be in writing. Any notice or document required or permitted to
be delivered hereunder shall be deemed delivered upon actual receipt via the
United States mail, postage prepaid, certified mail, return receipt requested,
at the respective addresses set out in paragraph 1.01 above, or at such other
addresses as the parties hereafter specify by written notice delivered in
accordance with this Lease.
ARTICLE XVII.
MISCELLANEOUS
18.01 Nothing herein contained shall be deemed or construed by
the parties hereto, nor by any third party, as creating the relationship of
principal and agent or of partnership or of joint venture between the parties
hereto, or create any relationship between the parties hereto other than the
relationship of landlord and tenant. All pronouns and any variations thereof
shall be deemed to refer to the masculine, feminine, neuter, singular or plural
as the identity of the person or entity may require.
18.02 The captions used herein are for convenience only and do
not limit or amplify the provisions hereof.
18.03 Whenever a period of time is prescribed for action to be
taken by the parties to this lease, the parties shall not be liable or
responsible for, and there shall be excused from the computation of any such
period of time, any delays due to strikes, riots, acts of God, shortages of
labor or materials, or other causes of any kind whatsoever which are beyond the
reasonable control of the affected party.
18.04 Landlord agrees that if Tenant shall perform all of the
covenants and agreements herein required to be performed by Tenant, Tenant
shall, subject to the terms of this Lease, at all times during the continuance
of this Lease have the peaceable and quiet enjoyment and possession of the
Premises.
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18.05 This Lease contains the entire agreement between the
parties, and no agreement shall be effective to change, modify, or terminate
this Lease in whole or in part unless such agreement is in writing and duly
signed by the party against whom enforcement of such change, modification, or
termination is sought.
18.06 The laws of the State of Mississippi shall govern the
interpretation, validity, performance, and enforcement of this Lease. If any
provision of this Lease should be held invalid or unenforceable, the validity
and enforceability of the remaining provisions of this Lease shall not be
affected thereby.
18.07 The terms, provisions, and covenants contained in this
Lease shall apply to, inure to the benefit of, and be binding upon the parties
hereto and their respective heirs, successors in interest, and legal
representatives except as otherwise herein expressly provided.
IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to
be executed on the dates indicated below to be effective as of January 1, 1995.
LANDLORD:
JCD PARTNERSHIP
By: C. David Finch, Jr., M.D.
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C. DAVID FINCH, JR., M.D.
By: Jeffery C. Finch
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JEFFERY C. FINCH
By: Charles D. Finch
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CHARLES D. FINCH
TENANT:
RENEX DIALYSIS FACILITIES, INC.
By: C. David Finch, Jr., M.D.
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C. DAVID FINCH, JR., M.D., President
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STATE OF FLORIDA
COUNTY OF DADE
Personally appeared before me, the undersigned authority in and
for the said county and state, on this 29th day of December, 1995, within my
jurisdiction, the within named C. DAVID FINCH, JR., M.D. who acknowledged that
he executed the above and foregoing instrument for the intents and purposes
therein expressed.
My Commission Expires: /s/ Bryan W. Bauman
August 04, 1997 -----------------------------------
Commission No.: CC-796271 NOTARY PUBLIC
STATE OF FLORIDA
COUNTY OF DADE
Personally appeared before me, the undersigned authority in and
for the said county and state, on this 29th day of December, 1995, within my
jurisdiction, the within named JEFFERY C. FINCH who acknowledged that he
executed the above and foregoing instrument for the intents and purposes therein
expressed.
My Commission Expires: /s/ Bryan W. Bauman
August 04, 1997 -----------------------------------
Commission No.: CC-796271 NOTARY PUBLIC
STATE OF FLORIDA
COUNTY OF DADE
Personally appeared before me, the undersigned authority in and
for the said county and state, on this 29th day of December, 1995, within my
jurisdiction, the within named CHARLES D. FINCH who acknowledged that he
executed the above and foregoing instrument for the intents and purposes therein
expressed.
My Commission Expires: /s/ Bryan W. Bauman
August 04, 1997 -----------------------------------
Commission No.: CC-796271 NOTARY PUBLIC
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STATE OF FLORIDA
COUNTY OF DADE
Personally appeared before me, the undersigned authority in and
for the said county and state, on this 29th day of December, 1995, within my
jurisdiction, the within named C. DAVID FINCH, JR., M.D. who acknowledged that
he is President of DIALYSIS FACILITIES, INC., a Mississippi corporation, and
that for and on behalf of the said corporation, and as its act and deed he
executed the above and foregoing instrument for the intents and purposes therein
expressed.
My Commission Expires: /s/ Bryan W. Bauman
August 04, 1997 --------------------------------
Commission No.: CC-796271 NOTARY PUBLIC
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EXHIBIT "A"
A 3.3 acre parcel being part of Lot 5, SAUNDERS FARM SUBDIVISION
as recorded in Book 2 at Page 107 in the office of the Chancery
Clerk of Hinds Co., being situated in the NE 1/4 of Sec. 14, T5N,
R1W, Hinds Co., Miss., and being more particularly described as
follows:
Commencing at the intersection of the south line of T.V. Road and
the west line of Robinson Road, said point being the northeast
comer of said Lot 5 of Saunders Farm, run thence NORTHWESTERLY
along the south line of T.V. Road 858.0 ft.; thence S 14'52' E -
1396.5 ft.; thence S 550 25' W - 174.0 ft. to the POINT OF
BEGINNING; run thence S 08045' W 460.5 ft. to a point in the
northerly right of way of Raymond Rd.; run thence SOUTHWESTERLY
along said right of way 155.3 ft. to the southeast comer of Lot
2, Block A of Raymond Road Farms Subdivision; run thence N 29'
00' W along the east side of said Raymond Road Farms 600.0 ft. to
the northeast comer of Lot 5 thereof; run thence N 66'46' E -
309.3 ft.; thence S 29'00' E - 116.8 ft. to the POINT OF
BEGINNING.