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EXHIBIT 10.3.7
LEASE AGREEMENT
ARTICLE ONE: BASIC TERMS
1.01 DATE OF LEASE: DECEMBER 15, 1991
1.02 LANDLORD: XXXX X. XXXXXXXXX, ET AL
1.03 TENANT: XXX X. XXXXXXX
1.04 PROPERTY: Approximately 2200 square feet of space situated at 000 Xxxx
Xxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxx 00000, Tarrant County,
Texas.
Legal Description: Half of Xxx 00, Xxxxx 00, Xxxxx Xx. Worth
Addition.
1.05 LEASE TERM: Sixty months commencing on the first day of January,1992
and ending twelve months from said date, 1996.
1.06 RENT: $1400.00 per month beginning as 1.05 stipulates for Exhibit A,
B, C, and D.
1.07 SECURITY DEPOSIT: N/A
1.08 LAST MONTH RENT PAYABLE IN ADVANCE: N/A
1.09 PERMITTED USE: Medical Clinic
1.10 BASE YEAR FOR TAXES: 1990 (See Section 12.02)
1.11 RENT PAID TO : Xxxx X. Xxxxxxxxx
0000 Xxxx Xxxx Xxxxx
Xx. Xxxxx, Xx. 00000
1.12 DAILY LATE CHARGE: (See Section 3.02) $5.00 per day.
1.13 PRINCIPAL REALTOR: None
1.14 COOPERATING REALTOR: None
1.15 COMMISSIONS: None
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ARTICLE TWO: LEASE AND LEASE TERM
2.01 Lease of Property. Landlord hereby leases the Property to Tenant and
Tenant hereby leases the Property from Landlord for the Lease Term stated in
Section 1.05. As used herein, the "Commencement Date" shall be the date
specified in Section 1.05 for the beginning of the Lease Term.
2.02 Early Occupancy. If Tenant occupies the Property prior to the
Commencement Date, Tenant's occupancy of the Property shall be subject to all
the provisions of this Lease. Early occupancy of the Property shall not advance
the expiration date of this Lease.
2.03 Holding Over. Tenant shall vacate the Property upon the expiration or
earlier termination of the Lease. Tenant shall reimburse Landlord for and
indemnify Landlord against all damages incurred by Landlord from any delay by
Tenant in vacating the Property. If Tenant does not vacate the Property upon
the expiration or earlier termination of this Lease, Tenant's occupancy of the
Property shall be "month-to-month" tenancy, subject to all the terms and
provisions applicable to a month-to-month tenancy, except that the rent then in
effect shall be increased by fifty percent (50%).
ARTICLE THREE: RENT AND SECURITY DEPOSIT
3.01 Rent. Tenant agrees to pay rent for the Property at the rate specified
in Section 1.06. Tenant shall pay the rent for the first and last (if
applicable under Section 1.06) months of the Lease Term upon the execution of
the Lease. One monthly rental installment shall be due and payable on or before
the same day of the second calendar month of the Lease Term as the Commencement
Date, and a like monthly installment shall be due and payable on or before the
same day of each succeeding calendar month during the Lease Term. All rent
shall be paid to the party designated in Section 1.11 at the address stated
herein for such party.
3.02 Late Charge. If any rent due hereunder is not received within 10 days
after its due date. Tenant shall pay the part named in Section 1.11 above a
late charge equal to the sum stated in Section 1.12 above for each day from its
due date until such delinquent sum is received. The parties agree that such
late charge represents a fair and reasonable estimate of the costs Landlord
will incur by reason of such late payment.
3.03 Security Deposit. Upon execution hereof, Tenant shall deposit with the
party named in Section 1.11 above a cash Security Deposit in the sum stated in
Section 1.07. Landlord may apply all or part of the Security Deposit to any
unpaid rent or other charges due from Tenant or to cure any other defaults of
Tenant. No interest shall be paid on the Security Deposit. Landlord shall not
be required to keep the Security Deposit separate from its other accounts and
no trust relationship is created with respect to the Security Deposit. Upon any
termination of the Lease not resulting from Tenant's default, and after Tenant
has vacated the Property in the manner required by this Lease, Landlord shall
refund the unused portion of the Security Deposit to Tenant.
ARTICLE FOUR: USE OF PROPERTY
4.01 Permitted Use. Tenant may use the Property only for the Permitted Use
stated in Section 1.09.
4.02 Compliance with Law. Tenant shall comply with all governmental Laws,
ordinances and regulations applicable to the use of the Property, and shall
promptly comply with all governmental orders and directives for the correction,
perversion and abatement of nuisances on or upon, or connected with the
Property, all at Tenant's sole expense.
4.03 Signs. Without the prior written consent of Landlord, Tenant shall not
place or affix any signs or other objects upon or to the Property, including
but not limited to the roof or exterior walls of the building or other
improvements thereon, or paint or otherwise deface said exterior walls. Any
signs installed by Tenant shall conform with applicable laws and deed and other
restrictions. Tenant shall remove all signs at the termination of this Lease
and shall repair any damage and close any holes caused or revealed by such
removal.
4.04 Utilities. Tenant shall pay the cost of utility services, including
but not limited to initial connection charges, all charges for gas, water and
electricity used on the Property, and for all electric lights, lamps and tubes.
4.05 Landlord's Access. Landlord and its authorized agents shall have the
right, during normal business hours, to enter the property and any buildings
and other improvements thereon to view, inspect, repair or show the property.
Landlord shall attempt to advise Tenant of the [??] of Landlord or its
authorized agents to enter the property.
4.06 Interruption of Services. Interruption of curtailment of services
furnished to the Property, if caused by [??], mechanical difficulties, or any
cause beyond Landlord's control, whether similar or dissimilar to these
enumerated, shall not entitle Tenant to any claim against Landlord or to any
abatement in rent, nor shall the same constitute constructive or partial
eviction, unless Landlord fails to take such measures as may be reasonable in
[??] circumstances to restore the service without undue delay. If the premises
are rendered untenantable in whole or in part for fifteen (15) business days
because of such interruption or curtailment of services (other than caused by
any act or omission of Tenant or is invitees, employees or customers) there
shall be a proportionable abatement of rent during the period of such
untenantability.
4.07 Exemptions From Liability. Landlord shall not be liable for any
damage or injury to the person, business (or any income therefrom), goods
wares, merchandise or other property of Tenant, Tenant's employees, invitees,
customers or any other person in or about the Property, whether such damage or
injury is caused by or results from: (a) fire, steam, electricity, water, gas,
or rain: (b) the breakage, leakage, obstruction or other defects of pipes,
sprinklers, wires, appliances, plumbing air conditioning or lighting fixtures
or any other cause; (c) conditions arising on or about the Property or upon
other portions of any building of which the Property is a part, or from other
sources or places: or (d) any act or omission of any other tenant or any
building of which the Property is a part. Landlord shall not be liable for any
such damage or injury even though the cause of or the means of repairing such
damage or injury are not accessible to Tenant. The provisions of this Section
4.07 shall not, however, exempt Landlord from liability for Landlord's gross
negligence or willful misconduct.
ARTICLE FIVE: MAINTENANCE, REPAIRS AND ALTERATIONS
5.01 Acceptance of Premises. Tenant acknowledges that Tenant has fully
inspected the Property. Tenant hereby accepts the Property and the buildings
and improvements situated thereon, as suitable for the purpose for which the
same are leased, in their present condition (including all later or
environmental defects or risks), with such changes therein as may be caused by
reasonable deterioration between the date hereof and the Commencement Date;
provided that Landlord agrees to (a) repair promptly any presently installed
plumbing, plumbing fixtures, electrical wiring, lighting fixtures, air
conditioning or heating equipment or doors that are not in good working
condition on the Commencement Date of which Tenant delivers written notice to
Landlord within thirty days after the Commencement Date; (b) Landlord expressly
disclaims and Tenant waives any and all warranties including the warranty of
suitability, representations and obligations of Landlord or Landlord's agents
that are not expressly stated herein.
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5.02 Maintenance and Repairs by Landlord. Landlord shall at its expense
maintain only the roof, foundation, underground pipes, all outside plumbing and
the structural soundness of the exterior wall (excluding all windows, window
glass, plate glass, and all doors) of the Improvements on the Property in good
repair and condition, except for reasonable wear and tear and any damage caused
by the act or omission of Tenant, or Tenant's Invitees, employees or customers.
Tenant shall give immediate written notice to Landlord of the need for repairs
or corrections and Landlord shall proceed promptly to make such repairs or
corrections.
5.03 Maintenance and Repairs by Tenant. Tenant shall at its expense and
risk maintain all other parts of the improvements on the Property in good
repair and condition, including but not limited to repairs (including all
necessary replacements) to the interior plumbing, windows, window glass, plate
glass, doors, heating system, air conditioning equipment, fire protection
sprinkler system, elevators, and the interior of the said improvements in
general; and including the reasonable care of landscaping and regular mowing of
the grass, and maintenance of the paving outside of the improvements and any
railroad siding. Provided, however, that if Tenant occupies a portion of a
multi-tenant building, then Tenant shall not have to maintain the landscaping,
grass area, outside paving or railroad siding, if any. In the event Tenant
should neglect reasonably to maintain the demised premises, Landlord shall have
the right (but not the obligation) to cause repairs or corrections to be made
and any reasonable costs therefor shall be payable by Tenant to Landlord as
additional rental on the next rental payment due date. Upon termination of
this Lease, Tenant shall deliver up the Property in good repair and condition,
reasonable wear and tear, and damage by fire, windstorms or other casualty
excepted. Tenant shall repair any damage caused by Tenant's act or omission,
or the act or omission of Tenant's Invitees, employees or customers.
5.04 Alterations. Tenant shall not create any openings in the roof or
exterior wall, or make any alterations, additions or improvements to the
Property without the prior written consent of Landlord. Consent to
nonstructural alterations, additions or improvements shall not be unreasonably
withheld by Landlord. Tenant shall have the right to erect or install shelves,
bins, machinery, air conditioning or heating equipment and trade fixtures,
provided that Tenant complies with all applicable governmental laws, ordinances
and regulations. At the expiration or termination of this Lease, Tenant shall
be subject to the restrictions of Section 5.05 below, have the right to remove
such items so installed by it, provided Tenant is not in default at the time of
such removal and provided further that Tenant shall, at the time of removal of
such items, repair in a good and workmanlike manner any damage, caused by
installation or removal thereof. Tenant shall pay for all costs incurred or
arising out of alterations, additions or improvements in or to the Property and
shall not permit a mechanic's or materialman's lien to be asserted against the
Property.
5.05 Condition Upon Termination. Upon the termination of this Lease, Tenant
shall surrender the Property to Landlord, broom clean and in the same condition
as received except for ordinary wear and tear which Tenant was not otherwise
obligated to remedy under any provision of this Lease. However, Tenant shall
not be obligated to repair any damage which Landlord is required to repair
under Article Five. In addition, Landlord may require Tenant to remove any
alterations, additions or improvements (whether or not made with Landlord's
consent) prior to the termination of this Lease and to restore the Property to
the prior condition, all at Tenant's expense. All alterations, additions and
improvements which Landlord has not required Tenant to remove shall become
Landlord's property and shall be surrendered to Landlord upon the termination
of this Lease. In no event, however, shall Tenant remove any of the following
materials or equipment without Landlord's prior written consent: any power
wiring or power panels; lighting or signing fixtures; wall coverings, drapes,
blinds or other window coverings; carpets or other floor coverings; heaters, air
conditioners or any other heating or air conditioning equipment; fencing or
security gates; or other similar building operation equipment and decorations.
ARTICLE 6.00 Insurance and Indemnity
6.01 Property Insurance. Tenant shall not keep anything upon the Property,
or do anything in or about Property except the usage specified herein, which
will increase the rates for fire and standard extended coverage insurance upon
the building or buildings which are a part of the Property. Tenant agrees to
pay on demand any increase in insurance premiums that may be charged to
Landlord during the term of this Lease resulting from a deviation from the
usage specified herein or from any other cause within Tenant's control. Tenant
shall be responsible for maintaining insurance on Tenant's equipment and other
personal property located on the Property.
6.02 Liability Insurance. During the Lease Term, Tenant shall maintain a
policy of comprehensive public liability insurance at Tenant's expense,
insuring Landlord against liability arising out of the ownership, use occupancy
or maintenance of the Property. The initial amount of such insurance shall be
at least $1,000,000.
6.03 Indemnity. Tenant hereby agrees to indemnify Landlord and hold it
harmless from any loss, expense or claims arising out of any injury to persons
or damage to property on or about the Property or any adjacent area owned by
Landlord caused by the negligence or misconduct of Tenant, its employees,
subtenants, licensee or concessionaires or any other person entering the
Property under express or implied invitation of Tenant, or arising out of the
use of the Property by Tenant and the conduct of its business therein or
arising out of any breach or default by Tenant in the performance of its
obligations hereunder. Tenant shall not be liable for any injury or damage
caused by the negligence or misconduct of Landlord, or its employees or agents
and Landlord agrees to indemnify Tenant and hold it harmless from any loss,
expenses or damage arising out of such damage or injury.
6.04 Waiver of Subrogation. Landlord and Tenant each hereby waive any and
all rights of recovery against the other, or against the officers, employees,
agents or representatives of the other, for loss of or damage to the property
or the property of others under its control; if such loss or damage is covered
by any insurance policy, in force (whether or not described in this lease) at
the time of such loss or damage; provided, however, such waiver is made only on
the condition that it does not adversely affect the right of the insured to
recover under the applicable insurance policy or policies. Upon obtaining the
policies of insurance described in this Lease, Landlord and Tenant shall give
notice to the insurance carrier or carriers of the foregoing mutual waiver of
subrogation and shall cause such insurance policies to be properly endorsed.
ARTICLE SEVEN: ABANDONMENT and SUBLETTING
Tenant shall not assign this agreement by The premises, or any part thereof
without the consent of the Landlord in writing, which consent
Landlord agrees it will not be unreasonably withhold, but no assignment or
subletting shall release the Tenant from any obligations hereunder.
ARTICLE EIGHT: DAMAGE OR DESTRUCTION
In the event the building or other improvement situated on the Property are
partially or rendered partially unfit for occupancy by like or other casualty,
damaged or destroyed. Tenant shall give immediate notice to Landlord.
Landlord may repair the damage and restore such building or other improvements
to substantially the same condition as immediately prior to the occurrence of
the casualty. Such repairs shall be made at Landlord's expense unless due to
the act or omission of Tenant or Tenant's invitees, employees or customers.
Landlord shall allow Tenant a fair reduction of rent during the time such
building or other improvements are partially unfit for occupancy. If the
building or other improvements situated on the Property are totally destroyed
or deemed by Landlord to be rendered unfit for occupancy by fire or other
casualty, or if Landlord shall decide not to repair or rebuild, this Lease
shall terminate and the rent shall be paid to the date of such casualty.
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ARTICLE NINE: DEFAULT AND REMEDIES
9.01 Default. The following events shall be deemed to be events of
default under this Lease:
a. Failure of Tenant to pay any installment of the rent or
other sum payable to Landlord hereunder on the date that same is due
and such failure shall continue for a period of five (5) days;
b. Failure of Tenant to comply with any term, condition or
covenant of this Lease, other than the payment of rent or other sum of
money, and such failure shall not be cured within thirty (30) days
after written notice thereof to Tenant;
c. Tenant shall make an assignment for the benefit of
creditors;
d. Abandonment by Tenant of any substantial portion of the
Property or cessation of the use of the Property for the purpose
leased.
9.02 Remedies. Upon the occurrence of any of the events of default listed
in Section 9.01, Landlord shall have the option to pursue any one or
more of the following remedies without any notice or demand
whatsoever;
a. Terminate this Lease, in which event Tenant shall immediately
surrender the Property to Landlord. If Tenant fails to so surrender
such premises, Landlord may, without prejudice to any other remedy
which it may have for possession of the Property or arrearages in
rent, enter upon and take possession of the Property and expel or
remove Tenant and any other person who may be occupying such premises
or any part thereof. Landlord may hold Tenant liable for all rent and
other indebtedness accrued to the date of such termination, plus, as
liquidated damages and not as a penalty, an amount equal to the then
present value of rent provided for hereunder for the remaining portion
of the Lease Term (had this Lease not been terminated) using a ten
(10%) percent value discount factor. In the event Landlord elects to
terminate this Lease by reason of an event of default, in lieu of
recovering from Tenant under the preceding sentence, Landlord may hold
Tenant liable for the amount of all loss and damages which Landlord
may suffer by reason of such termination, whether through inability to
relet the Property on satisfactory terms or otherwise.
b. Enter upon and take possession of the Property without terminating
this Lease, and expel or remove Tenant and any other person who may be
occupying such premises or any part thereof. Landlord may relet the
Property and receive the rent therefor. Tenant agrees to pay to
Landlord monthly or on demand from time to time any deficiency that
may arise by reason of any such reletting. In determining the amount
of such deficiency, the brokerage commission, attorneys fees,
remodeling expenses and other costs of reletting shall be subtracted
from the amount of rent received under such reletting.
c. Enter upon the Property without terminating the Lease, and
do whatever Tenant is obligated to do under the terms of this Lease.
Tenant agrees to pay Landlord on demand for expenses which Landlord
may incur in thus effecting compliance with Tenant's obligations under
this Lease, together with interest thereon at the rate of twelve (12%)
percent per annum from the date expended until paid. Landlord shall
not be liable for any damages resulting to Tenant from such action,
whether caused by negligence of Landlord or otherwise.
d. Tenant is presumed to have abandoned the Property if Tenant's
goods, equipment, or other property are removed from the Property in
an amount substantial enough to indicate a probable intent to abandon
the Property and such removal is not within the normal course of
Tenant's business. In the event that Tenant is presumed to have
abandoned the Property, Landlord may remove and store any property of
Tenant that remains on the Property. Landlord may store such property
at any location satisfactory to Landlord. Landlord may dispose of such
stored property after the expiration of sixty (60) days from the date
such property is so stored. Landlord shall deliver by certified mail
to Tenant at Tenant's last known address as shown by Landlord's
records a notice stating that Landlord may dispose of Tenant's
property if Tenant does not claim the same within sixty (60) days
after the date the property was stored.
e. In the event Tenant is in default under this Lease by reason of
Tenant's failure to pay rent as set forth above, the Landlord may, at
Landlord's option, change all door locks and leave a written notice on
a door to Tenant's leased premises stating the name and address or
telephone number of the individual from whom a new key can be obtained
during Tenant's regular business hours, which are defined for this
purpose as being between 9:00 a.m. and 5:00 p.m. on Monday through
Friday of each week. Tenant hereby waives the three (3) days written
notice to vacate required by Texas Property Code Section 24.005 and
agrees that one (1) day written notice to vacate is sufficient for
purposes of Texas Property Code Section 24.005 and the filing of a
Forcible Entry and Detainer lawsuit.
Upon the occurrence of any such events of default, Landlord may
enter upon and take possession of the Property by force, if necessary,
without being liable for prosecution of any claim for damages
therefor. 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, nor shall pursuit of any remedy herein
provided constitute a forfeiture or waiver of any rent due to Landlord
hereunder or of any damages accruing to Landlord by reason of the
violation of any of the terms, conditions and covenants herein
contained.
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10.05 Payment to Principal Realtor. Landlord shall be liable for payment of
all commissions to Principal Realtor only, whereupon it shall be protected from
any claims from any Cooperating Realtor or broker.
ARTICLE ELEVEN: CONDEMNATION
Landlord shall notify Tenant if Landlord receives notice of any potential
condemnation of the Property or portion thereof. If all or any portion of the
Property is taken under the power of eminent domain or sold under the threat of
that power (all of which are called "Condemnation"), this lease shall terminate
as to the part taken or sold or the date the condemning authority takes title
or possession, whichever occurs first. If more than 20 percent (20%) of the
floor area of the building in which the Property is located, or which is
located on the Property is taken, either Landlord or Tenant may terminate this
Lease as of the date the condemning authority takes title or possession, by
delivering written notice to the other within ten (10) days after receipt of
written notice of such taking (or in the absence of such notice, within ten
(10) days after the condemning authority takes possession). If neither Landlord
nor Tenant terminates this Lease, this Lease shall remain in effect as to the
portion of the Property not taken, except that the rent shall be reduced in
proportion to the reduction in floor area of the Property. Any Condemnation
award or payment shall be distributed in the following order: (a) first, to any
ground lessor, mortgagee or beneficiary under a deed of trust encumbering the
Property, the amount of its Interest in the Property: (b) second, to Tenant,
only the amount of any award specifically designated for loss of or damage to
Tenant's trade fixtures or removable personal property: and (c) third, to
Landlord, the remainder of such award, whether as compensation for reduction in
the value of the leasehold, the taking of the lease or otherwise. If this
Lease is not terminated, Landlord shall repair any damage to the Property
caused by the Condemnation, except that Landlord shall not be obligated to
repair any damage for which Tenant has been reimbursed by the condemning
authority. If the severance damages received by Landlord are not sufficient to
pay for such repair, Landlord shall have the right to either terminate this
Lease or make such repair at Landlord's expense.
ARTICLE TWELVE: TAXES
12.01 Payment by Landlord. Landlord shall pay the real estate taxes on the
Property during the Lease Term.
12.02 Payment by Tenant. Tenant shall pay the party named in Section 1.11
above, as additional rental, the excess, if any, of the real estate taxes on
the Property for any year during the Lease Term over the real estate taxes on
the Property for the base year stated in Section 1.10. Tenant shall make such
payment within fifteen (15) days after receipt of a statement showing the
amount and computation of such increases. Tenant shall be responsible for the
pro-rata portion of such additional rental for any fractional part of a year
preceding the end of the Lease Term, which prorated sum shall be due and
payable upon the termination of this Lease. If the termination of this Lease
occurs before the tax rate is fixed for the particular year, the proration
shall be upon the basis of the tax rate for the preceding year applied to the
latest assessed valuation, and notwithstanding the termination of this Lease.
Any difference in the actual real estate taxes for such year shall be
adjusted between the parties upon receipt of written evidence of the payment
thereof.
12.03 Joint Assessment. If the Property is not separately assessed, Tenant's
share of the real estate taxes payable by Tenant under Section 12.02 shall be
determined from reasonably available information. Landlord shall make a
reasonable determination of Tenant's proportionate share of such real estate
taxes and Tenant shall pay such share to Landlord within fifteen (15) days
after receipt of Landlord's written statement.
12.04 Contest by Tenant. Tenant may, at its own expense, contest any tax or
assessment for which Tenant may be wholly or partially responsible. Except as
hereinafter provided, Tenant need not pay the tax, assessment or charge during
the pendency of the contest and Tenant may prevent Landlord from paying any
tax, assessment or charge that Tenant is contesting pursuant to this section
12.04, pending any resolution of the contest, by depositing with Landlord,
before such tax assessment or charge becomes delinquent, Tenant's portion of
the full amount of the tax or assessment, plus the full amount of any penalty
that might be imposed for the failure to make timely payment and six (6) months
of interest at the rate imposed by the entity levying the tax or assessment.
Upon final resolution of the tax or assessment contest, Landlord may use the
money deposited by Tenant to pay Tenant's portion of any tax or assessment,
plus the full amount of any penalty or;interest, due under the final
resolution, and Tenant shall receive the balance of the deposit, if any. If the
deposit is insufficient to pay these amounts, Tenant must immediately pay such
insufficiency to Landlord. Notwithstanding the foregoing, Landlord may pay, or
require Tenant to pay, any tax, assessment or charge, or any portion thereof,
for which Tenant is responsible under this Article Twelve, pending resolution
of Tenant's contest of the tax, assessment or charge. If payment is demanded by
a holder of a mortgage on the property, or if failure to pay will subject all
or part of the Property to forfeiture or loss. Landlord reserves the right to
contest any tax, assessment or charge on the Property.
ARTICLE THIRTEEN: LANDLORD'S LIEN
In addition to the statutory landlord's lien, Tenant hereby grants to Landlord
a security interest to secure payment of all rent and other sums of money
becoming due hereunder from Tenant, upon all goods, wares, equipment, fixtures,
furniture and other personal property of Tenant situated in or upon the
Property, together with the proceeds from the sale or lease thereof. Such
property shall not be removed without the consent of Landlord until all
arrearage in rent and other sums of money then due to Landlord hereunder shall
first have been paid and discharged. Upon request by Landlord, Tenant agrees to
execute and deliver to Landlord a financing statement in turn sufficient to
perfect the security interest of Landlord in the aforementioned property and
proceeds thereof under the provisions of the Uniform Commercial Code in force
in the State of Texas.
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ARTICLE FOURTEEN: SUBORDINATION ATTORNMENT AND NON-DISTURBANCE
14.01 Subordination. Landlord shall have the right to subordinate this Lease
to any ground Lease, deed of trust or mortgage encumbering the Property and
advances made on the security thereof and any renewals, modifications,
consolidations, replacements or extensions thereof, whenever made or recorded.
However, Tenant's right to quiet possession of the Property during the Lease
Term shall not be disturbed if Tenant pays the rent and performs all of
Tenant's obligations under this Lease and is not otherwise in default. If any
ground lessor, beneficiary or mortgagee elects to have this Lease prior to the
lien on its ground lease, deed of trust or mortgage and gives written notice
thereof to Tenant, this Lease shall be deemed prior to such ground lease, deed
of trust or mortgage whether this lease is dated prior or subsequent to the
date of said ground lease, deed of trust or mortgage of the date of recording
thereof.
14.02 Attornment. If Landlord's interest in the Property is required by any
ground lessor, beneficiary under a deed of trust, mortgage or purchaser at a
foreclosure sale, Tenant shall attorn to the transferee of or successor to
Landlord's interest in the Property and recognize such transferee or successor
as Landlord under this Lease. Tenant waives the protection of any statute or
rule of law which gives or purports to give Tenant any right to terminate this
Lease or surrender possession of the Property upon the transfer of Landlord's
interest.
14.03 Signing of Documents. Tenant shall sign and deliver any instruments or
documents necessary or appropriate to evidence any such attornment or
subordination or agreement to do so. If Tenant fails to do so within ten (10)
days after written request, Tenant hereby makes, constitutes and irrevocably
appoints Landlord, or any transferee or successor of Landlord the
attorney-in-fact of Tenant to execute and deliver any such instrument or
document.
14.04 Estoppel Certificates.
(a) Upon Landlord's written request, Tenant shall execute, acknowledge
and deliver to Landlord a written statement certifying (i) that none of
the terms or provisions of this Lease have been changed (or if they
have been changed, stating how they have been changed); (ii) that this
Lease has not been cancelled or terminated; (iii) the last date of
payment of the rent and other charges and the time period covered by
such payment; and (iv) that Landlord is not in default under this Lease
(or, if Landlord is claimed to be in default, stating why). Tenant
shall deliver such statement to Landlord within ten (10) days after
Landlord's request. Any such statement by Tenant may be given by
Landlord to any prospective purchaser or encumbrancer of the Property.
Such purchaser or encumbrancer may rely conclusively upon such
statement as true and correct.
(b) If Tenant does not deliver such statement to Landlord within such
ten (10) day period, Landlord, and any prospective purchaser or
encumbrancer may conclusively presume and rely upon the following
facts: (i) that the terms and provisions of this Lease have not been
changed except as otherwise represented by Landlord; (ii) that this
Lease has not been cancelled or terminated except as otherwise
represented by the Landlord; (iii) that not more than one month's rent
or other charges have been paid in advance; and (iv) that Landlord is
not to default under the Lease. In such event, Tenant shall be estopped
from denying the truth of such facts.
ARTICLE FIFTEEN: MISCELLANEOUS
15.01 Exhibits. All exhibits, attachments, annexed instruments and addenda
referred to herein shall be considered a part hereof for all purposes with the
same force and effect as if copied at full length herein.
15.02 Interpretation. Words of any gender used in this Lease shall be held and
construed to include any other gender, and words in the singular shall be held
to include the plural, unless the contract otherwise requires. In any provision
relating to the conduct, acts or omissions of Tenant, the term "Tenant" shall
include Tenant's agents, employees, contractors, invitees, successors,
permitted assigns or others using the Property with Tenant's expressed or
implied permission.
15.03 Captions. The captions or headings of paragraphs in the Lease are
inserted for convenience only, and shall not be considered in construing the
provisions hereof if any question of intent should arise.
15.04 Waivers. All waivers must be in writing and signed by the waiving
party. Landlord's failure to enforce any provisions of this Lease or its
acceptance of rent shall not be a waiver and shall not prevent Landlord from
enforcing that provision or any other provision of this Lease in the future.
No statement on a check from Tenant or in a letter accompanying a payment check
shall be binding on Landlord. Landlord may, with or without notice to Tenant,
negotiate such check without being bound to the conditions of such statement.
15.05 Severability. A determination by a court of competent jurisdiction that
any provision of this Lease or any part thereof is illegal or unenforceable
shall not cancel or invalidate the remainder of such provision of this Lease,
which shall remain in full force and effect.
15.06 Joint and Several Liability. All parties signing this Lease as Tenants
shall be jointly and severally liable for the obligations of Tenant.
15.07 Incorporation of Prior Agreements; Modifications. This lease is the
only agreement between the parties pertaining to the lease of the Property and
no other agreements are effective. All amendments to this Lease shall be in
writing and signed by all parties. Any other attempted amendments shall be
void.
15.08 Binding Effect. The terms, conditions and convenants contained in the
Lease, shall apply, to inure to the benefit of, and be binding upon the parties
hereto and their respective representatives, successors and permitted assigns,
except as otherwise herein expressly provided. All rights, powers, privileges,
immunities and duties of Landlord under this Lease, including but not limited
to any notices required or permitted to be delivered by Landlord to Tenant
hereunder, may, at Landlord's option, be exercised or performed by Landlord's
agent or attorney.
15.09 Notices. Any notice or document required or permitted to be delivered
hereunder shall be deemed to be delivered whether actually received or not when
deposited in the United States Mail, postage prepaid, registered or certified
mail, return receipt requested, addressed to parties hereto at the respective
addresses stated herein, or at such other address as they have theretofore
specified by written notice delivered in accordance herewith. Notices to
Tenant shall be delivered to the address specified on the signature page herein,
except that, upon Tenant's taking possession of the Property, the Property
address shall be Tenant's address for notice purposes.
15.10 Force Majeure. In the event performance by Landlord of any term,
condition or convenant in this Lease is delayed or prevented by any Act of God,
strike, lockout, shortage of material or labor, restriction by any governmental
authority, civil riot, flood or any other cause not within the control of
Landlord, the period of performance of such term, condition or covenant shall
be extended for a period equal to the period Landlord is so delayed or
hindered.
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15.11 Attorneys' Fees. If on account of any breach or default of any party
hereto in its obligations to any other party hereto (including but not limited
to the Principal Realtor(R)), It shall become necessary for the non-defaulting
party to employ an attorney to enforce or defend any of its rights or remedies
hereunder, the defaulting party agrees to pay the non-defaulting party its
reasonable attorneys' fees, whether or not suit is instituted in connection
therewith.
15.12 Time of Essence. Time is of the essence of this Lease.
ARTICLE SIXTEEN: SPECIAL PROVISIONS AND RIDERS.
Special provisions may be set forth in the blank space and/or on a
rider or riders attached hereto. If no additional provisions are to be inserted
in the blank space below, please draw a line through such space. If no rider or
riders are to be attached hereto, please state "No Riders" in the blank space
below. If a rider or riders are to be attached hereto, please state in the
blank space below: "See Rider or Riders Attached," and please have Landlord and
Tenant initial all such riders.
ADDENDUM "AA" TO LEASE AGREEMENT
BETWEEN
XXXX X. XXXXXXXXX, LANDLORD
AND
XX. XXX X. XXXXXXX, TENANT
1. All utility expenses are Tenant's responsibility. The utilities at
presently serve subject property are in the Landlord's name and will be
paid by Landlord. However, Tenant agrees to reimburse Landlord for
this expense within five (5) days of receipt of bills by Landlord.
2. Reference proposed lease on clinic building, storage facility, and
allocated parking spaces.
EXECUTED as of the date stated in Section 1.01 above.
LANDLORD TENANT
XXXX X. XXXXXXXXX, XX. XXX X. XXXXXXX
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By:/s/ XXXX X. XXXXXXXXX, XX. By: /s/ XXX X. XXXXXXX
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TITLE: OWNER TITLE: PRESIDENT
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ADDRESS: 0000 Xxxx Xxxx Xx. ADDRESS:
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Ft. Worth, Texas
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76179
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Phone: 000-0000
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Date of execution by Landlord: Date of execution by Tenant:
12-30-1991 12-30-1991
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[MAP OF FACILITY]
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ADDENDUM
To The Certain Lease Between Xxxx X. Xxxxxxxxx, etal and Dr. J. Czweski dated
December 30, 1991.
It is agreed that the new lease payment will be $2000.00, paid in advance each
month in U.S.A. funds. (Replaces $1400.00, per month payment).
The term of the lease will be five years (sixty months). Commencement of the
$2000.00 will begin when the construction is completed and building occupied.
Completion date is expected to be on or before march 31, 1992. Utilities will
continue to be paid by Dr. Czweski.
Xxxxxxxxx will make the following changes to the building at 000 X. Xxxxxxx
Xxxxxx.
1. Install a new 10T airconditioner/heating unit on the roof with
new duct work in hallway and 6" by 10" registers in all rooms.
Note: It is understood that the building will be without heat
and air for approximately one week.)
2. Remove existing roof and replace it with a new 3-ply roof.
3. Modify existing and install new electrical where needed.
4. Install cabinets near laboratories as requested.
5. Install new floor tile and carpet where requested. Allowance
of $4,000.00 total includes base trim: excludes sales tax.
6. Construct 10'x20' addition as per plans; includes two rest
rooms and a 3'x7' outside metal door in East end of
building.
7. Install new Dalworth drop in ceiling, 2'x2' white tile, in
all rooms, hall and lobby; new wall height approximate 96".
8. Textone and paint rooms and trim that were not done January,
1992.
9. Xxxxxxxxx will use his best effort to complete the project as
scheduled, but cannot be held responsible for delays caused by
weather or local building codes.
10. Xx. Xxxxxxx agrees to furnish building access to contractors.
11. All construction cost will be born by Xxxxxxxxx.
12. Cut door in west end of hallway to reception room.
13. Cut door between labs.
14. Add door and wall in South end of ER room.
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Page two
Addendum - Czweski/Xxxxxxxxx Lease
15. Add wall across hall at West end of building.
16. Install door from reception room to front rest room.
17. Add door from lab to Dr. Czweski's garage office.
18. Add sliding door between Xx. Xxxxxxx'x office and Xxxxx.
19. Put exhaust fans in all rest rooms.
20. Add 3' x 3' closet in Cindy's office vented for computer.
21. Add sink and drain boards in kitchen.
22. Add bottom cabinets to all cabinets.
23. Install 20 gallon electric heater, kill existing gas service.
25. Move electric plug in hallway per instructions.
26. Rework cabinet doors in ER room. Add flanges and cut off top
of two doors. Cut all doors for 8'0' ceilings.
27. Take out shelves in "Xxxxx'x" office.
28. Prepare front desk top per instructions.
Note: Washer and dryer nor file cabinets not included in
agreement.
Signed: /s/ DR. XXX CZWESKI, Tenant /s/ XXXX X. XXXXXXXXX, Owner
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Dr. Xxx Czweski Xxxx X. Xxxxxxxxx
Dated: 11/17/92 11-17-92
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