EXHIBIT 10.3
LEASE WITH PURCHASE OPTION
BY THIS AGREEMENT made and entered into on July 18, 1997, between Xxx X Xxxxx
Xxxxx X. Xxxxx, herein referred to as Lessor, and Arizona Glaucoma Institute,
Inc. herein referred to as Lessee, Lessor leases to Lessee the premises situated
at 0000 X. 00xx Xxx, xx xxx Xxxx xx Xxxxxxxxxx, Xxxxxx of Maricopa, State of
Arizona, and more particularly described as follows: The Bores Eye Clinic
together with all appurtenances, for a term of two (2) years, to commence on
August 1, 1997, and to end on July 31, 1999. at o'clock .m.
1. RENT. Lessee agrees to pay, without demand, to Lessor as rent for the demised
premises the sum of Three Thousand Five Hundred dollars ($3,500.00) per month in
advance on the 1st day of each calendar month beginning August 1, 1997 payable
at 0000 X. 00xx Xxx Xxxx xx Xxxxxxxxxx, Xxxxx of Arizona or at such other place
as Lessor may designate.
2. [INTENTIONALLY DELETED PARAGRAPH]
3. QUIET ENJOYMENT. Lessor covenants that on paying the rent and performing the
covenants herein contained, Lessee shall peacefully and quietly have, hold, and
enjoy the demised premises for the agreed term.
4. USE OF PREMISES. The demised premises shall be used and occupied by Lessee
exclusively as a glaucoma and medical clinic, and neither the premises nor any
part thereof shall be used at any time during the term of this lease by Lessee
for any other purpose. Lessee shall comply with all the sanitary laws,
ordinances, rules, and orders of appropriate governmental authorities affecting
the cleanliness, occupancy, and preservation of the demised premises, and the
sidewalks connected thereto, during the term of this lease.
5. CONDITION OF PREMISES. Lessee stipulates that it has examined the demised
premises, including the grounds and all buildings and improvements, and that
they are, at the time of this lease, in good order, repair, and in a safe,
clean, and tenantable condition.
6. ASSIGNMENT AND SUBLETTING. Without the prior written consent of Lessor,
Lessee shall not assign this lease, or sublet or grant any concession or license
to use the premises or any part thereof. A consent by Lessor to one assignment,
subletting, concession, or license shall not be deemed to be a consent to any
subsequent assignment, subletting, concession, or license. An assignment,
subletting, concession, or license without the prior written consent of Lessor,
or an assignment or subletting by operation of law, shall be void and shall, at
Lessor's option, terminate this lease.
7. ALTERATIONS AND IMPROVEMENTS. Lessee shall make no alterations to the
buildings or the demised premises or construct any building or make other
improvements on the demised premises without the prior written consent of
Lessor. All alterations, changes, and improvements built, constructed, or placed
on the demised premises by Lessee, with the exception of fixtures removable
without damage to the premises and movable personal property, shall, unless
otherwise provided by written agreement between Lessor and Lessee, be the
property of Lessor and remain on the demised premises at the expiration or upon
sooner termination of this lease.
8. DAMAGE TO PREMISES. If the demised premises, or any part thereof shall be
partially damaged by fire or other casualty not due to Lessee's negligence or
willful act or that of its employee, family, agent, or visitor, the premises
shall be promptly repaired by Lessor and there shall be an abatement or rent
corresponding with the time during which, and the extent to which, the leased
premises may have been untenantable; but if the leased premises should be
damaged other than by Lessee's negligence or willful act or that of its
employee, family, agent, or visitor to the extent that Lessor shall decide not
to rebuild or repair, the term of this lease shall end and the rent shall be
prorated up to the time of the damage.
9. DANGEROUS MATERIALS. Lessee shall not keep or have on the leased premises
anything of a dangerous, inflammable, or explosive character that might
unreasonably increase the danger of fire on the leased premises or that might be
considered hazardous or extra hazardous by any responsible insurance company.
10. UTILITIES. Lessee shall be responsible for arranging for and paying for all
utility services required on the premises.
11. MAINTENANCE AND REPAIR. Lessee will, at its sole expense, keep and maintain
the leased premises and appurtenances in good and sanitary condition and repair
during the term of this lease and any renewal thereof. In particular, Lessee
shall keep the fixtures on or about the leased premises in good order and
repair; keep the furnace clean; keep the electric bells in order; keep the walks
free from dirt and debris; and, at his sole expense, shall make all required
repairs to the plumbing, range. heating apparatus, and electric and gas fixtures
whenever damage thereto shall have resulted from Lessee's misuse, waste, or
neglect or that of his employee, family, agent, or visitor. Major maintenance
and repair of the leased premises, not due to Lessee's misuse, waste, or neglect
or that of its employee, family, agent, or visitor, shall be the responsibility
of Lessor or its assigns.
12. RIGHT OF INSPECTION. Lessor and his agents shall have the right at all
reasonable times during the term of this lease and any renewal thereof to enter
the demised premises for the purpose of inspecting the premises and all building
and improvements thereon.
13. [INTENTIONALLY DELETED PARAGRAPH]
14. [INTENTIONALLY DELETED PARAGRAPH]
15. HOLDOVER BY LESSEE. Should Lessee remain in possession of the demised
premises with the consent of Lessor after the natural expiration of this lease,
a new month-to-month tenancy shall be created between Lessor and Lessee which
shall be subject to all the terms and conditions hereof but shall he terminated
on days' written notice served by either Lessor or Lessee on the other party.
16. SURRENDER OF PREMISES. At the expiration of the lease term, Lessee shall
quit and surrender the premises hereby demised in as good state and condition as
they were at the commencement of this lease, reasonable use and wear thereof and
damages by the elements excepted
17. DEFAULT. If any default is made in the payment of rent, or any part thereof,
at the times hereinbefore specified, or if any default is made in the
performance of or compliance with any other term or condition hereof, this
lease, at the option of Lessor, shall terminate and be forfeited, and Lessor may
re-enter the premises and remove all persons therefrom. Lessee shall be given
written notice of any default or breach, and termination and forfeiture of the
lease shall not result if, within 15 days of receipt of such notice, Lessee has
corrected the default or breach or has taken action reasonably likely to effect
such correction within a reasonable time. Lessee shall pay all reasonable
attorneys' fees necessary to enforce lessor's rights.
18. ABANDONMENT. If at any time during the term of this lease Lessee abandons
the demised premises or any part thereof, Lessor may, at his option, enter the
demised premises by any means without being liable for any prosecution
therefore, and without becoming liable to Lessee for damages or for any payment
of any kind whatever, and may, at his discretion, as agent for Lessee, relet the
demised premises, or any part thereof, for the whole or any part of the then
unexpired term, and may receive and collect all rent payable by virtue of such
reletting, and, at Lessor's option, hold Lessee liable for any difference
between the rent that would have been payable under this lease during the
balance of the unexpired term, if this lease had continued in force, and the net
rent for such period realized by Lessor by means of such reletting. If Lessor's
right of re-entry is exercised following abandonment of the premises by Lessee,
then Lessor may consider any personal property belonging to Lessee and left on
the premises to also have been abandoned, in which case Lessor may dispose of
all such personal property in any manner Lessor shall deem proper and is hereby
relieved of all liability for doing so.
19. BINDING EFFECT. The Covenants and conditions herein contained shall apply to
and bind the heirs, legal representatives, and assigns of the parties hereto,
and all covenants are to be construed as conditions of this lease.
20. PURCHASE OPTION. It is agreed that Lessee shall have the option to purchase
real estate known as:
for the purchase price or Four Hundred Thousand Dollars ($400,000,00) and with a
closing date no later than 30 days thereafter. This purchase option must be
exercised in writing no later than July 1, 1999 , but shall not be effective
should the Lessee be in default under any terms of this lease or upon any
termination of this lease.
IN WITNESS WHEREOF; the parties have executed this lease on the day and year
first above written.
/s/ Xxx X. Xxxxx Arizona Glaucoma Institute, Inc.
----------------------------- ----------------------------------
Lessor Lessee
/s/ Xxxxx X. Xxxxx By: /s/ G. Xxxxxxx Xxxxx,
----------------------------- ----------------------------------
Lessor G. Xxxxxxx Xxxxx, President
ADDENDUM TO LEASE
WITH PURCHASE OPTION
This Addendum dated July 18, 1997 (the "Addendum") to a Lease with Purchase
Option dated July 18, 1997 (the "Lease")by and between Xxx X. Xxxxx and Xxxxx X.
Xxxxx ("Lessor") and Arizona Glaucoma Institute, Inc. ("Lessee").
1. The rental sum to be paid by Lessor as described in Paragraph 1 of the
Lease shall be paid by Lessor to an escrow agent satisfactory to Lessor, who
shall be under instructions to pay the appropriate sums to the holder of the
first deed of trust, the insurance company and the county tax assessor.
2. At the closing of the purchase by Lessee as described in Paragraph 20 of
the Lease, Lessor shall deliver to Lessee a warranty deed for the premises
unencumbered and free from any deed of trust and liability, except for assessed
but unpaid taxes on the premises. Such taxes and prepaid annual insurance
premiums on the premises shall be pro-rated between the parties through the date
of closing.
3. Lessor agrees that he will not place any deed of trust or debt upon the
property which has a principal amount in excess of $350,000.
4. Lessee agrees that it shall rent the premises, as well as Lessee's
personal property and personnel located on the premises, to Lessor for not more
than one (1) day per five day work week with which Lessor may continue his
private practice of medicine; provided, however, that Lessee's glaucoma
treatment business does not need the premises for that one day per week. Lessee
shall charge Lessor for such one day per week, if used by Lessor, at Lessee's
cost for the premises, personal property and personnel, as determined by
generally accepted accounting principles prior to Lessee making all license,
management and other required payments to its parent and affiliated
corporations.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum,
effective as of the date first above written.
/S/ Xxx X. Xxxxx Arizona Glaucoma Institute, Inc.
--------------------------- Lessee
Lessor
/s/ Xxxxx X. Xxxxx By: /s/ G. Xxxxxxx Xxxxx
--------------------------- ------------------------------------
Lessor G. Xxxxxxx Xxxxx, President
