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EXHIBIT 10.10
LEASE AGREEMENT
THIS LEASE is made and entered into effective the 1st day of October,
1988, by and between TRIMED ASSOCIATES, P.C., a Georgia corporation (hereinafter
called "Lessor") and NORTH SUBURBAN EAR, NOSE & THROAT ASSOCIATES, P.C., a
Georgia professional corporation (hereinafter called "Lessee").
W I T N E S S E T H :
1. Premises. Lessor does hereby rent and lease to Lessee and Lessee
does hereby rent and lease from Lessor for the practice of Medicine and Related
Practices the following described space (hereinafter called the "Premises"):
4,520 square feet of office space more particularly described on Exhibit "A"
attached hereto and made a part hereof by reference.
2. Lease Term. Lessee shall have and hold the Premises for a term
beginning as of October 1, 1988 (the "Commencement Date"), and continuing for a
period of one hundred twenty-three (123) months thereafter.
3. Base Rental.
(a) Lessee shall pay to Lessor at its offices at 0000
Xxxxxxxxx Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000, or at such other
place as Lessor shall designate in writing to Lessee, promptly on the first day
of each month, in advance, during the term of this Lease, the Base Rental. For
purposes of this subparagraph (a) of this Paragraph 3 of this Lease, the Base
Rental for the following periods shall be the following amounts:
Period Monthly Base Rental
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October 1, 1988 through
December 31, 1989 $6,780.00 per month
January 1, 1990 through
December 31, 1990 $6,949.50 per month
January 1, 1991 through
December 31, 1991 $7,123.24 per month
January 1, 1992 through
December 31, 1992 $7,301.32 per month
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January 1, 1993 through
December 31, 1993 $7,483.85 per month
January 1, 1994 through
December 31, 1994 $7,670.95 per month
January 1, 1995 through
December 31, 1995 $7,862.72 per month
January 1, 1996 through
December 31, 1996 $8,059.29 per month
January 1, 1997 through
December 31, 1997 $8,260.77 per month
January 1, 1998 through
December 31, 1998 $8,467.29 per month
(b) Notwithstanding anything to the contrary contained herein, the rent
for the first month during the term of this Lease shall be paid at the time of
execution of this Agreement. No part of any monthly rental payment made under
this Lease shall be returned to Lessee regardless of whether Lessee vacates the
Premises voluntarily or vacates the Premises at the insistence of Lessor.
4. Partial Payment. No payment by Lessee or acceptance by Lessor of any
amount less than the monthly rent herein stipulated shall be deemed a waiver of
any other rent due. No partial payment or endorsement on any check or any letter
accompanying such payment of rent shall be deemed an accord and satisfaction,
but Lessor may accept such payment without prejudice to Lessor's right to
collect the balance of any rental due under the terms of this Lease.
5. Construction of this Agreement. No failure or Lessor to exercise any
power given Lessor hereunder, or to insist upon strict compliance by Lessee with
its obligation hereunder, and no custom or practice of the parties at variance
with the terms hereof shall constitute a waiver of Lessor's right to demand
exact compliance with the terms hereof. Time is of the essence of this
Agreement.
6. Use of Premises. Lessee shall use and occupy the Premises for the
professional services set forth in Paragraph 1 hereof and for no other purpose
and such practice shall be performed in strict compliance with the Code of
Ethics of such profession. The Premises shall not be used for any illegal
purpose, nor in violation of any valid regulation of any governmental body, nor
in any manner to create any nuisance or trespass, nor in any manner to vitiate
the insurance or increase the rate of insurance on the Premises. If Lessee or
any physicians or other professionals practicing with Lessee have their license
revoked, or if Lessee or any physicians or
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professionals practicing with Lessee are convicted in any court of any criminal
offense, Lessor shall have the option of terminating this Lease.
7. Definitions. "Lessor" as used in this Lease, shall include first
party, its representatives, assigns and successors in title to premises.
"Lessee" shall include second party, his heirs and representatives, and if this
Lease shall be validly assigned or sublet, shall also include Lessee's assignees
or sublessees, as to so much or all of premises covered by such assignment or
sublease. "Lessor" and "Lessee" include male and female, singular and plural,
corporation (and if a corporation, its officers, employees, agents or
attorneys-in-fact), partnership or individual, as may fit the particular
parties. "Building" shall include the office building in which the Premises are
located, all improvements thereon and any parking facilities appurtenant
thereto. "Rental" or "rent" shall include Base Rental, Lessee's proportionate
share of Operating Expenses (as hereinafter defined) and any other charges or
amounts payable to Lessor hereunder.
8. Repairs by Lessor. Lessee, by taking possession of the Premises,
shall accept and shall be held to have accepted the Premises as suitable for the
use intended by this Lease. Lessor shall not be required, after possession of
the Premises has been delivered to Lessee, to make any repairs or improvements
to the Premises, except repairs necessary for safety and tenantability
(including exterior walls and structural repairs). Lessee shall report at once
in writing to Lessor any defective condition known to it which the Lessor is
required to repair, and the failure to so report shall make the Lessee
responsible for the damages resulting from such defective condition.
9. Repairs by Lessee. Lessee shall, at its own expense, keep and
maintain the Premises, appurtenances thereto and every part thereof in good
order and repair, provided, however, that Lessee shall have no responsibility to
repair or maintain any portion of the Premises for which Lessor shall be
responsible for repairing and maintaining as provided in Paragraph 8 above.
Lessee shall in all events promptly make at its own expense such repairs as
shall be required by reason of the negligent acts or omissions of Lessee, its
agents, contractors, employees and invitees, or by reason of the misuse of the
Premises or any portion of the Building by Lessee, its agents, contractors,
employees and invitees. Lessee shall make no alterations in, or additions to,
the Premises Without first obtaining Lessor's prior written consent for such
alterations or additions, which shall be at the sole cost of Lessee. Lessor
agrees to assign to Lessee any rights it may have against the contractor of the
Premises with respect to any work performed by said contractor in connection
with improvements made by Lessor at the request of Lessee.
10. Operating Expenses.
(a) Lessee agrees to reimburse Lessor, as additional rent
hereunder, and under any extensions or renewals of this Lease, all of the annual
Operating Expenses of the Premises and that pro rata portion of the Operating
Expenses of the Building attributable to the Premises.
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(b) Operating Expenses shall be all of those expenses of
operating, servicing, managing and maintaining the Premises plus that pro rata
portion of those expenses of operating, servicing, managing and maintaining the
Premises plus that pro rata portion of those expenses of operating, servicing,
managing and maintaining the Building which are attributable to or assessed
against the Premises in a manner deemed by Lessor and the owner of the Building
as reasonable and appropriate. Operating Expenses include, without limitation,
the following:
(1) All taxes and assessments applicable to the
operations of the Premises and the Building including without
limitation real property taxes, ad valorem taxes, intangibles taxes,
installments and interest on assessments for public betterments or
public improvements, expenses of any proceedings for contests,
reduction or abatement of taxes and assessments with respect to any tax
year or fraction of a tax year.
(2) Insurance, including, without limitation
comprehensive liability and all-risk fire and extended coverage
insurance of the Premises and the Building.
(3) Utility Charges, including, without limitation,
water, power, heating, lighting, ventilation, sanitary assessments and
air conditioning of the Premises and the Building.
(4) Janitorial, Maintenance and Security Expenses,
including:
(i) The wages and salaries of all employees
engaged in the operation and maintenance of the Premises and
the Building (any such service shall be at a competitive rate
as established in Metropolitan Atlanta), including the
employer's social security taxes and any other taxes which may
be levied on such wages and salaries, worker's compensation
insurance premiums, and any fringe benefits;
(ii) Janitorial supplies and other materials
used in the operation and maintenance of the Premises and the
Building; and
(iii) The cost of maintenance and service
agreements on equipment, window cleaning, and other similar
services or agreements, including payments to independent
contractors under contracts for security, cleaning, operating,
managing, maintaining and repairing the Premises and the
Building.
(5) All condominium fees, special assessments or
management fees levied against the premises by the Condominium
Association or property manager then consisting of or serving the
owners of the Building.
(6) All parking fees assessed against the premises
with regard to either the operation of the parking facilities of the
Building or the use of such facilities by the owners, partners,
employees, officers, agents, licensees, invitees or patients of the
Lessee.
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(7) All other expenses directly and reasonably
associated with operating, servicing and managing the Premises and the
Building.
(c) During the first three (3) months of the term of this
Lease, Lessor shall notify Lessee in writing of the amount of such Operating
Expenses then due from Lessee and Lessee agrees to pay such amount to Lessor,
within thirty (30) days thereafter. For each calendar year during which this
Lease remains in effect, Lessee agrees to pay the entire amount of Operating
Expenses for such entire calendar year, as estimated by Lessor, in twelve (12)
equal monthly installments and in advance along with Lessee's payment of monthly
installments of Base Rental. Estimates of Operating Expenses shall be revised
annually by Lessor. Should Operating Expenses be underestimated for any prior
calendar year, Lessee shall pay any deficiency along with the payment of Base
Rental next due. Any excess payments shall be credited against the payments of
Operating Expenses next due, or refunded to Lessee if no such payments are next
due. Lessor agrees to furnish to Lessee along with any notice of a credit or
deficiency a statement containing a summary of costs for each applicable year.
For any short calendar year in which this Lease terminates,
the provisions of this paragraph shall apply, but Lessee's share of Operating
Expenses for such year shall be subject to a pro rata adjustment based upon the
number of full calendar months of said calendar year prior to the expiration of
the term of the Lease and shall be paid by Lessee to Lessor within thirty (30)
days after receipt by Lessee of the applicable expense statement.
11. Acceptance and Waiver. Lessor shall not be liable to the Lessee,
its officers, agents, employees, guests or invitees for any damage caused to the
Lessee, its officers, agents, employees, guests and invitees due to the
Premises, the Building or any part or appurtenances thereof being improperly
constructed or being or becoming out of repair, or arising from the leaking of
gas, water, sewer or steam pipes, or from electricity, but Lessee, by moving
into the Premises and taking possession thereof, shall accept, and shall be held
to have accepted the Premises as suitable for the purposes for which the same
are leased, and shall accept and shall be held to have accepted the Building and
every appurtenances thereof, and Lessee by said act waives any and all defects
therein; provided, however, that this Paragraph shall not apply to any damages
or injury caused by or resulting from the sole negligence of Lessor.
12. Alterations to be Property of Lessor. Any alterations, additions,
and improvements which may be made by Lessee, except removable fixtures and
equipment, will at the option of Lessor, become the property of Lessor and
remain upon the Premises as a part thereto, and be surrendered with the Premises
at the termination of this Lease. Provided, however, that Lessor shall, under no
circumstances during the term of this Lease, be required to carry any insurance
to indemnify any party in case of the damage or loss to said improvements or to
improvements made by Lessor for the benefit of Lessee, and, provided further
that under no circumstances shall Lessor be required to pay, during the term of
this Lease and any extensions or renewals thereof, any ad valorem or property
tax on such improvements, Lessee hereby covenanting to pay all such taxes when
they become due.
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13. Signs. Lessee shall not paint or place signs, placards, or other
advertisement of any character upon the windows or inside walls of the Premises
or Building except with the consent of Lessor, and Lessee shall place no signs
upon the outside walls or the roof of the Premises or the Building. All exterior
doors and all signs on such exterior doors shall be uniform and of a type and
design designated by Lessor.
14. Carding. Lessor may card the Premises "For Rent" or with any other
appropriate sign at any time within six (6) months prior to the expiration,
cancellation, or termination of this Lease for any reason and during such six
(6) month period may exhibit the Premises to prospective tenants.
15. Removal of Fixtures. If not in default hereunder, Lessee may, prior
to the expiration of this Lease, or any extension thereof, remove any fixtures
and equipment which it has placed in the Premises or the Building which can be
removed without significant damage to the Premises or the Building, provided
Lessee repairs all damages to the Premises or the Building caused by such
removal.
16. Entering Premises. Lessor may enter Premises at reasonable hours
provided that Lessor's entry shall not unreasonably interrupt Lessee's business
operations and that prior notice is given when situation permits (and, if in the
opinion of Lessor an emergency exists, at any time and without notice) (a) to
make repairs, if any, which Lessor under the terms hereof must make to the
Premises, or repairs on the Building; (b) to inspect the Premises to see that
Lessee is complying with all of the terms and conditions hereof and with the
rules and regulations hereof; (c) to remove from the Premises or the Building
any articles or signs kept or exhibited therein in violation of the terms
hereof; and (d) to exercise any other rights or perform any other obligation
that Lessor has under this Lease. Lessor shall be allowed to take all material
into and upon the Premises that may be required to make any repairs,
improvements, and additions, or any alterations for the benefit of Lessee
without in any way being deemed to have partially or wholly evicted Lessee. The
rent reserved shall in no wise xxxxx while said repairs, alterations, or
additions are being made and Lessee shall not be entitled to maintain a set-off
or counterclaim for damages against Lessor by reason of loss from interruption
to the business of Lessee because of the prosecution of any such work. All such
repairs, decorations, additions, and improvements shall be done during ordinary
business hours, or, if any such work is at the request of Lessee to be done
during any other hours, the Lessee shall pay all overtime and other extra costs.
17. Plumbing Stoppage. Lessor shall not be responsible for stopped-up
drains where such stoppage is caused by the introduction of foreign objects not
intended for disposal in such drains, and, if Lessor shall repair such drains,
Lessee shall reimburse Lessor for the cost of such repairs.
18. Services of Lessor. Lessor hereby covenants that it shall, during
the proper season and during reasonable hours, furnish air conditioning and
heating in its judgment reasonably sufficient to cool or heat the Premises and
shall cause the Premises to be cleaned and generally cared for by its janitor,
cessation caused by strike, accident or reasonable necessity
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excepted. Lessor will also pay the water rate for water reasonably used on the
Premises. Except when due to the sole negligence of Lessor, Lessor shall not be
liable for any damage or injury to persons or property caused by any defects in
the heating, electric, air conditioning equipment or water apparatus, or for any
damages arising out of the failure to furnish heating or air conditioning,
water, electrical, or janitor service.
19. Electricity, X-ray and Hazardous Materials.
(a) Lessor shall provide electricity to the Premises for small
business machines and equipment normally found in medical offices, but not,
without the approval of Lessor, for electrical equipment which would exceed the
capacity of the existing feeders, users or wiring installation. Lessor shall not
be liable for any damages caused by the stoppage of electrical service or from
any failure to furnish electrical service. In no event shall Lessee permit its
use of electric current to exceed the capacity of existing feeders, users or
wiring installation. Lessee shall take all steps necessary to keep electrical
usage to a minimum. In the event that Lessor desires at any time to install
separate electrical meters in the Premises, Lessee shall be responsible for the
payment of any current which Lessee uses that exceeds the average use of current
by other owners or lessees in the Building.
(b) Lessee shall not install X-ray machines in the Premises
without Lessor's approval, which shall not be unreasonably withheld. Lessee
hereby accepts the risks of and all responsibility for any injury or damage
which may result from the operation or failure of operation of any such X-ray
equipment. All X-ray equipment owned or operated by Lessee must be installed and
protected in a manner satisfactory to Lessor.
(c) Lessee shall not use, place, score or maintain in the
Premises any contaminated, contagious or infectious materials or agents that
would in Lessor's discretion be hazardous to the health or safety of other
owners or tenants of the Building or their agents, employees or invitees.
20. General Liability of Lessee. Lessee shall indemnify and save
harmless Lessor against all claims for damages to persons or property by reason
of the use or occupancy of the Premises, or Building, and all expenses incurred
by Lessor because of Lessee's use and occupancy, including attorney's fees and
court costs. Lessee shall be liable for and shall hold Lessor harmless in
connection with damage or injury to Lessor, the Premises, the Building, and the
property and persons of other owners or tenants in the Building, or any one
else, if due to act or neglect of Lessee, or of any one in its control or
employ.
21. Governmental Requirements. Lessee shall, at its own expense,
promptly comply with all requirements of any legally constitute public authority
made necessary by reason of Lessee's occupancy of the Premises.
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22. Abandonment of Premises. Lessee agrees not to abandon or vacate the
Premises during the period of the Lease and to use said Premises for the purpose
herein leased until the expiration hereof.
23. Assignment and Subletting. Lessee may not, without the prior
written consent of Lessor endorsed hereon, assign this Lease or any interest
hereunder, or sublet the Premises or any part thereof, or permit the use of the
Premises by any party other than Lessee. Any sale of a majority or controlling
interest in Lessee shall be considered an assignment for purposes of this
paragraph. Consent to one assignment or sublease shall not destroy or waive this
provision, and all later assignments and subleases shall likewise be made only
upon the prior written consent of Lessor. Subtenants or Assignees shall become
liable to Lessor for all obligations of Lessee hereunder, without relieving
Lessee's liability hereunder.
24. Cancellation of Lease by Lessor. If Lessee shall default in the
payment of rent herein reserved when due; or if Lessee shall be in default in
performing any of the terms or provisions of this Lease other than the
provisions requiring the payment of rent, and fails to cure such default within
thirty (30) days after the date of receipt of written notice of default from
Lessor; or if Lessee is adjudicated a bankrupt; or if a permanent receiver is
appointed for Lessee's property and such receiver is not removed within sixty
(60) days after written notice from Lessor to Lessee to obtain such removal; or
if, whether voluntarily or involuntarily, Lessee takes advantage of any debtor
relief proceedings under any present or future law, whereby the rent or any part
thereof, is, or is proposed to be, reduced or payment thereof deferred; or if
Lessee's effects should be levied upon or attached under process against Lessee,
not satisfied or dissolved within thirty (30) days after written notice from
Lessor to Lessee to obtain satisfaction thereof; then, and in any of said
events, Lessor at its option may terminate this Lease and/or Lessee's right to
possess the Premises and may, in addition or in lieu thereof, invoke any and all
remedies available to Lessor under the laws of the State of Georgia, provided
that Lessee shall not be released from liability hereunder as a result of such
termination. Any notice provided in this paragraph may be given by Lessor,
Lessor's attorney, or Agent. Upon such termination by Lessor, Lessee will at
once surrender possession of the Premises to Lessor and remove all of Lessee's
effects therefrom; and Lessor may forthwith re-enter the Premises and repossess
himself 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. If this Lease is terminated by Lessor pursuant to the
provisions of this Paragraph, Lessee shall pay to Lessor as damages, at the
election of Lessor, either:
(a) a sum which represents the then excess, if any, of (i) the
aggregate amount of the Rental due and reserved hereunder from the date of
Lessee's default to the expiration date of the fully stated term hereof over
(ii) the aggregate rental value of the Premises for the same period as reduced
by thee estimated cost of terminating this Lease and entering, security and
reletting the Premises, including attorneys' fees, commissions, alterations and
repair costs; or
(b) sums equal to the Rental which would have been payable by
Lessee had this Lease not been so terminated, or had Lessor not so re-entered
the Premises, payable upon the
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due dates therefor specified herein, provided, however, that if Lessor shall
relet the Premises during said period, Lessor shall credit Lessee with the net
rents received by Lessor from such reletting, such net rents to be determined by
first deducting from the gross rents as and when received by Lessor from such
reletting the expenses incurred or paid by Lessor in terminating this Lease or
in re-entering the Premises and in securing possession thereof, as well as the
expenses of reletting, including, without limitation, altering and preparing the
Premises for new tenants, brokers' commissions, legal fees, and all other
expenses properly chargeable against the Premises and the rental therefrom, it
being understood that any such reletting may be for a period shorter or longer
than the remaining term of this Lease; but in no event shall Lessee be entitled
to a credit in respect of any net rents from a reletting, except to the extent
that such net rents are actually received by Lessor.
If the Premises or any part thereof is relet by Lessor for the
unexpired portion of the term of this Lease, or any part thereof, before
presentation of proof of damages to any court, commission or tribunal, the
amount of rent reserved upon such reletting shall, prima facie, be the fair and
reasonable rental value for the Premises, or part thereof, so relet during the
term of the reletting. Lessor shall not be liable in any way whatsoever, nor
shall Lessor's damages be reduced, for its failure or refusal to relet the
Premises or any part thereof or to collect Rental due as a consequence of
reletting if the Premises are relet, and no such refusal or failure to relet or
failure to collect Rental shall release or affect Lessee's liability for damages
or otherwise under this Lease.
If Lessor shall not be permitted to terminated this Lease as
hereinabove provided because of the provisions of Title 11 of the United States
Code relating to Bankruptcy as amended ("Bankruptcy Code"), then Lessee or any
trustee for Lessee agrees promptly, within no more than fifteen (15) days upon
request of Lessor to the Bankruptcy Court, to assume or reject this Lease and
Lessee agrees not to seek or request any extension or adjournment of any
application to assume or reject this Lease by Lessor with such Court. In such
event, Lessee or any trustee of Lessee may assume this Lease only if it (i)
cures or provides adequate assurance that the Lessee will promptly cure any
default hereunder, and (ii) compensates or provides adequate assurance that the
Lessee will promptly compensate Lessor for any actual pecuniary loss to Lessor
resulting from Lessee's default. In the event of a filing of a petition under
the Bankruptcy Code, Lessor shall have no obligation to provide Lessee with
heating, ventilating and air conditioning services or utilities, janitorial,
maintenance or security services, if any, unless Lessee shall have paid and be
current in all payments of rents due hereunder.
25. Re-Letting by Lessor. Lessor, as Lessee's Agent, without
terminating this Lease, upon Lessee's breach of any of the terms of this Lease,
may, at Lessor's option, enter upon and rent the Premises at the best price
obtainable by reasonable effort, without advertisement and by private
negotiations and for any term Lessor deems proper. Lessee shall be liable to
Lessor for the deficiency, if any, between Lessee's rent hereunder and the price
obtained by Lessor on re-letting and shall further be liable for all expenses
incurred by Lessor in reletting the Premises, including without limitation
expenses of cleaning, restoring and remodeling the Premises and the
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Building to put the new tenant in possession, brokers' commissions, legal fees
and all other expenses properly chargeable against the Premises or the rental
therefrom.
26. Effect of Termination of Lease. No termination of this lease prior
to the normal ending thereof, by lapse of time or otherwise, shall effect
Lessor's right to collect rent for the period prior to the termination hereof.
27. Destruction or Damaged Building or Premises. If the Building or
Premises are totally destroyed (or so substantially damaged as to be
untenantable) by storm, fire, earthquake, or other casualty, this Lease shall
terminate as of the date of such destruction or damage, and rental shall be
accounted for as between Lessor and Lessee as of that date. If the Building or
Premises are damaged but not rendered wholly untenable and restorable by any
such casualty or casualties, rental shall xxxxx in such proportion as the use of
the Premises has been destroyed, and if Lessor deems that restoration is
practicable and feasible, it shall restore the Premises to substantially the
same condition as before damage as soon as practicable, whereupon full rental
shall recommence.
28. Eminent Domain. If the whole of the Building or the Premises or
such portion of the Building or the Premises as will make the Premises unusable
in the reasonable judgment of Lessor for the purposes herein leased is condemned
or taken by any legally constituted authority for any public use or purpose,
then in either of said events the term hereby granted shall cease from the time
when possession thereof is taken by condemning authorities, and rental shall be
accounted for as between Lessor and Lessee as of that date. Lessee shall have no
right or claim to any part of any award made to or received by Lessor for such
condemnation or taking, and all awards for such condemnation or taking shall be
made solely to Lessor.
29. Service of Notice. Except as otherwise provided by law, Lessee
hereby appoints as his agent to receive the service of all dispossessory or
distraint proceedings and notice thereunder, and all notices required under this
Lease, the person in charge of or occupying the Premises at the time of such
proceeding or notice; and if no person be in charge or occupying the Premises,
then such service or notice may be made by attaching the same to the front
entrance of the Premises. A copy of all notices under this Lease shall also be
mailed to Lessee's last known address, if different from the Premises.
30. Mortgagee's Rights. This Lease, and all rights of Lessee hereunder,
are and shall be subject and subordinate to all leases, covenants and agreements
affecting all or any part of the Premises or the Building now or hereafter
existing and to all security deeds which may now or hereafter affect the
Premises or the Building and to all renewals, modifications, replacements and
extensions of such leases, covenants, agreements and such security deeds. At the
request of any successor to the title or any interest of Lessor, Lessee shall
attorn to such successor. This Paragraph shall be self-operative and no further
instrument of subordination or attornment shall be required. In confirmation of
such subordination or attornment, Lessee shall promptly execute, acknowledge and
deliver any instrument that Lessor, the lessor under any such lease or the
holder of any such security deed or any of their respective successors in title
or interest may
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reasonably request to evidence same. In addition Lessee shall promptly execute,
acknowledge and deliver such certificate as to the status of this Lease as
Lessor, the Lessor under any such lease or the holder of any such security deed,
their successor in title or interest may reasonably require.
31. Attorney's Fees and Homestead. If any rent owing under this Lease
is collected by or through an Attorney at Law, Lessee agrees to pay fifteen
percent (15%) thereof as attorney's fees. Lessee waives all homestead rights and
exemptions which it may have under any law against any obligation owing under
this Lease and Lessee hereby assigns to Lessor its homestead and exemption.
32. Parking. Lease shall be entitled to use the parking facilities of
the Building allocated to the Premises. All other parking facilities of the
Building not otherwise allocated to the other owners of or tenants in the
Building shall be used in common with the other owners and tenants in the
building and other designees of Lessor by paying a uniform rate as paid by other
tenants using the parking area. Lessee's patients and invitees shall be entitled
to use such parking facilities by paying the posted hourly rate. Both the
monthly and hourly rates shall be competitive with similar parking facilities in
Metropolitan Atlanta.
33. Storage. It the Lessor makes available to Lessee any storage space
in the Building, anything stored therein shall be wholly at the risk of Lessee,
and Lessor shall have no responsibility of any character in respect thereto.
34. Garbage Disposal. All garbage shall be disposed of through the
janitorial service.
35. Surrender of Premises. Whenever under the terms hereof Lessor is
entitled to possession of the Premises, Lessee at once shall surrender the
Premises and the keys thereto to Lessor in the same condition as at the
commencement of the term, natural wear and tear only excepted, and Lessee shall
remove all of its property therefrom; and Lessor 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 forcible
entry or detainer, trespass or other tort. Lessee's obligation to observe or
perform this covenant shall survive the expiration or other termination of the
term of the Lease. If the last day of the term of this Lease falls on Sunday or
a legal holiday, this Lease shall expire on the business day immediately
preceding.
36. Cleaning Premises. Upon vacating the Premises, Lessee agrees to
clean the Premises and those portions of the Building used by Lessee thoroughly
or to pay Lessor for the cleaning necessary to restore the Premises or such
portions of the Building to their condition when Lessee's possession commenced,
natural wear and tear excepted, regardless of whether any security deposit has
been forfeited.
37. No Estate in Land. This contract shall create the relationship of
landlord and tenant between Lessor and Lessee; no estate shall pass out of
Lessor; Lessee has only a usufruct, not subject to levy and sale, and not
assignable by Lessee except by Lessor's consent.
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12
38. Cumulative Rights. All rights, powers and privileges conferred
hereunder upon the parties hereto shall be cumulative but not restrictive to
those given by law.
39. Paragraph Titles; Severability. The paragraph titles used herein
are not to be considered a substantive part of this Lease, but merely
descriptive aids to identify the paragraphs to which they refer. Use of the
masculine gender includes the feminine and neuter, and vice versa, where
necessary to impart contextual continuity. If any paragraph or provision herein
is held invalid by a court of competent jurisdiction, all other paragraphs or
severable provisions of this Lease shall not be affected hereby, but shall
remain in full force and effect.
40. Damage or Theft of Personal Property. All personal property brought
into the Building or the Premises shall be at the risk of the Lessee only and
Lessor shall not be liable for theft thereof or any damage thereto occasioned by
any acts of co-tenants, or other occupants of the Building, or any other person,
except, with respect to damage to the Building or Premises, as may be occasioned
by the negligent or willful act of the Lessor, its employees and agents.
41. Holding Over. In one event Lessee remains in possession of the
Premises after the expiration of the term hereof, with Lessor's acquiescence and
without any express written agreement of the parties, Lessee shall be a tenant
at will at the rental prevailing at the expiration of the Lease and there shall
be no renewal of this Lease by operation of law or otherwise.
42. Rules and Regulations. The rules and regulations to the Building,
annexed hereto, and all reasonable rules and regulations which Lessor may
hereafter, from time to time, adopt and promulgate for the government and
management of the Building, are hereby made a part of this Lease and shall,
during the said term, be in all things observed and performed by Lessee, its
agents, employees or invitees.
43. Alteration of Improvements. Lessor reserves the right at anytime to
construct on the Premises or Building additional improvements, and to alter or
modify any improvements constructed on the Premises or the Building.
44. Entire Agreement. This Lease contains the entire agreement of the
parties and no representations, inducements, promises or agreements, oral or
otherwise, between the parties not embodied herein shall be of any force or
effect.
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00
XXXXX XX XXXXXXX
XXXXXX XX XXXXXX
XXXXXXXXXXX XXXXXXXX DEED
THIS INDENTURE, made this 29th day of December, in the year
One Thousand Nine Hundred Eighty-Six, between PEACHTREE DUNWOODY ASSOCIATES, a
Georgia general partnership having Wilwat Properties, Inc.,and Xxxx-Xxxxxxx
Properties, Inc., a Georgia corporation, as its sole general partners, as party
of the first part, hereinafter called Grantor, and NORTH SUBURBAN EAR, NOSE &
THROAT ASSOCIATES, P.C., a Georgia Professional Corporation, as party of the
second part, hereinafter called Grantee (the words "Grantor" and "Grantee" to
include their respective heirs, successors, and assigns where the context
requires or permits).
WITNESSETH that: Grantor, for and in consideration of the sum
of Ten ($10.00) Dollars and other good and valuable consideration in hand paid
at and before the sealing and delivery of these presents, the receipt whereof is
hereby acknowledged, has granted, bargained, sold, aligned, conveyed, and
confirmed, and by these presents does grant, bargain, sell, alien, convey, and
confirm unto said Grantee,
That certain Condominium Unit in Land Xxx 00 xx xxx 00xx Xxxxxxxx xx Xxxxxx
Xxxxxx, Xxxxxxx and being identified and depicted as Condominium Xxxx Xx. 000,
of THE MEDICAL QUARTERS OF NORTH ATLANTA, a Condominium, on that certain plat
dated June 19, 1984, prepared by Xxxxx X. Xxxxxxxx (Georgia Registered Land
Surveyor No. 2137), of Xxxx-Xxxxxx Engineers, Inc., recorded in Condominium Plat
Book 7, Page 65, Xxxxxx County, Georgia, Records, together with its appurtenant
percentage of undivided interest in the common elements of THE MEDICAL QUARTERS
OF NORTH ATLANTA, a Condominium, as provided in that certain Declaration of
Condominium for THE MEDICAL QUARTERS OF NORTH ATLANTA, a Condominium, dated July
7, 1984, recorded in Deed Book 9077, Page 9, Xxxxxx County, Georgia, records as
amended by Amendment to Declaration of Condominium For The Medical Quarters of
North Atlanta, A Condominium, dated October 8, 1984, and recorded in Deed Book
9205, Page 197, aforesaid records; as further amended by Amendment to
Declaration of Condominium dated December 12, 1984, and recorded in Deed Book
9308, Page 209, aforesaid records; as further amended by Amendment To
Declaration of Condominium dated March 1, 1985, and recorded in Deed Book 9407,
Page 107, aforesaid records; as
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14
EXHIBIT "A"
DESCRIPTION OF THE PREMISES
That certain Condominium Unit in Land Xxx 00 xx xxx 00xx Xxxxxxxx xx Xxxxxx
Xxxxxx, Xxxxxxx and being identified and depicted as Condominium Xxxx Xx. 000,
of THE MEDICAL QUARTERS OF NORTH ATLANTA, a Condominium, on that certain plat
dated June 19, 1984, prepared by Xxxxx X. Xxxxxxxx (Georgia Registered Land
Surveyor No. 2137), of Xxxx-Xxxxxx Engineers, Inc., recorded in Condominium Plat
Book 7, Page 65, Xxxxxx County, Georgia, Records, together with its appurtenant
percentage of undivided interest in the common elements of THE MEDICAL QUARTERS
OF NORTH ATLANTA, a Condominium, as provided in that certain Declaration of
Condominium for THE MEDICAL QUARTERS OF NORTH ATLANTA, a Condominium, dated July
7, 1984, recorded in Deed Book 9077, Page 9, Xxxxxx County, Georgia, Records, as
amended by Amendment to Declaration of Condominium For THE MEDICAL QUARTERS OF
NORTH ATLANTA, a Condominium, dated October 8, 1984, and recorded in Deed Book
9205, Page 197, aforesaid records; as further amended Amendment to Declaration
of Condominium dated December 12, 1984 and recorded in Deed Book 9308, Page 209,
aforesaid records; as further amended by Amendment To Declaration Of Condominium
dated March 1, 1985, and recorded in Deed Book 9407, Page 107, aforesaid
records; as further amended by Amendment To Declaration Of Condominium dated
April 18, 1985, and recorded in Deed Book 9496, Page 371, aforesaid records; as
further amended by Amendment to Declaration of Condominium dated October 7,
1985, and recorded in Deed Book 9763, Page 296, aforesaid records; as further
amended by Amendment to Declaration of Condominium dated March 3, 1986, and
recorded in Deed Book 9987, Page 337, as recorded in Deed Book 9991, Page 18,
aforesaid records; as further amended by Amendment to Declaration of Condominium
dated May 27, 1986, and recorded in deed Book 10120, Page 51, aforesaid records;
or as hereafter amended as therein provided.
The address of said Condominium Unit at the time of the execution and delivery
of this Deed is Suite 201, 0000 Xxxxxxxxx Xxxxxxxx Xxxx, Xxxxxxx, Xxxxxxx 00000.
Said recorded Plat and said recorded Declaration, including any and all recorded
amendments thereto, as well as any other plans applicable to said Condominium
Unit, and filed in Condominium Cabinet 2, Folder No. 204, Xxxxxx County, Georgia
Records, are incorporated herein by reference as part of the description of the
property conveyed hereby.
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15
LEASE AGREEMENT
This is an Addendum to Lease Agreement between TRIMED ASSOCIATES, P.C. and NORTH
SUBURBAN EAR, NOSE & THROAT ASSOCIATES, P.C. which was entered into effective
the first day of October 1988. TRIMED ASSOCIATES, P.C. on December 20, 1988
transferred all its assets to Xxxxx X. Xxxxx and therefore, this
ADDENDUM/ADDITION to the Lease Agreement incorporates all the clauses,
restrictions and covenants of the initial Lease Agreement effective October 1,
1988.
Hereinafter, Xxxxx X. Xxxxx is called Lessor and NORTH SUBURBAN EAR, NOSE &
THROAT ASSOCIATES, P.C. is called Lessee. The Lessee has agreed to rent and
lease an additional 2850 square feet of office space, more particularly
described on Exhibit B (condo unit number 215 of the Medical Quarters of North
Atlanta). The Lease term shall run concurrent with the lease term as presently
outlined in the Lease Agreement and scheduled to end on December 31, 1998.
Base Rent will be as follows:
Period Monthly Base Rental
------ -------------------
May l, 1990 through
December 31, 1990 $4,860.00 per month
January 1, 1990 through
December 31, 1991 $4,981.50 per month
January 1, 1992 through
December 31, 1992 $5,106.04 per month
January 1, 1993 through
December 31, 1993 $5,233.69 per month
January 1, 1994 through
December 31, 1994 $5,364.53 per month
January 1, 1995 through
December 31, 1995 $5,498.64 per month
January 1, 1996 through
December 31, 1996 $5,636.11 per month
January 1, 1997 through
December 31, 1997 $5,777.01 per month
January 1, 1998 through
December 31, 1998 $5,921.44 per month
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16
IN WITNESS WHEREOF, the parties have set their hands and seals.
LESSOR:
Signed, sealed and delivered Xxxxx X. Xxxxx
this 22nd day of June,
1990, in the presence of:
_____________________________ By:_____________________
Witness Xxxxx X. Xxxxx
_____________________________
Notary Public
LESSEE:
Signed, sealed and delivered NORTH SUBURBAN EAR, NOSE & THROAT
this 22nd day of June,
1990, in the presence of:
_____________________________ By:______________________________
Witness Xxxxx X. Xxxxx, President
_____________________________ Attest:__________________________
Notary Public Xxxxx X. Xxxxx, Secretary
(CORPORATE SEAL)
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17
LEASE AGREEMENT
This is an Addendum to the Lease Agreement between TRIMED ASSOCIATES, P.C. and
ATLANTA EAR, NOSE & THROAT ASSOCIATES, P.C. which was entered into effective the
first day of October 1988. TRIMED ASSOCIATES, P.C. on December 20, 1988
transferred all its assets to Xxxxx X. Xxxxx and therefore, this
ADDENDUM/ADDITION to the Lease Agreement incorporates all the clauses,
restrictions and covenants of the initial Lease Agreement effective October 1,
1988.
Hereinafter, Xxxxx X. Xxxxx is called lessor and ATLANTA EAR, NOSE & THROAT
ASSOCIATES, P.C. is called Lessee. The Lessee has agreed to rent and lease an
additional 4255 square feet of office space more particularly described on
Exhibit B (condo unit number 235 of the Medical Quarters of North Atlanta). The
Lease term shall run concurrent with the lease term as presently outlined in the
Lease Agreement and scheduled to end on December 31, 1998.
Base Rent will be as follows:
PERIOD MONTHLY BASE RENTAL
------ -------------------
January 1, 1993 through
December 31, 1993 $ 7,813.80 per mont
January 1, 1994 through
December 31, 1994 $ 8,009.15 per month
January 1, 1995 through
December 31, 1995 $ 8,209.38 per month
January 1, 1996 through
December 31, 1996 $ 8,414.61 per month
January 1, 1997 through $ 8,624.98 per month
December 31, 1997
January 1, 1998 through $ 8,840.40 per month
December 31, 1998
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18
IN WITNESS WHEREOF, the parties have set their hands and seals.
Signed, sealed and delivered LESSOR:
this 4th day of August,
1992, in the presence of: Xxxxx X. Xxxxx
___________________________ By:________________________
Witness Xxxxx X. Xxxxx
___________________________
Notary Public
Signed, sealed and delivered LESSEE:
this 4th day of August,
1992, in the presence of: ATLANTA, EAR, NOSE & THROAT
ASSOCIATES, P.C.
___________________________ By:_________________________________
Witness Xxxxx X. Xxxxx, President
___________________________ ATTEST:_____________________________
Notary Public Xxxxx Xxxxxxx, Secretary
(CORPORATE SEAL)
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19
AMENDMENT TO
LEASE AGREEMENT
This Lease Amendment is made and entered into as of the 1st day of
January, 1996, between XXXXX X. XXXXX as successor in interest to TRIMED
ASSOCIATES, P.C. ("Lessor") an ATLANTA, EAR, NOSE & THROAT ASSOCIATES, P.C.
("Lessee") with respect to that certain Lease Agreement which was entered into
effective the first day of October, 1988.
1. Item 1 of the Lease Agreement is hereby amended by adding under the
Lease Agreement an additional 8,030 square feet of office space more
particularly described in Exhibit "A" attached hereto (portions or all of suite
numbers 103, 107 and 135 of the Medical Quarters of North Atlanta. Such
additional space shall be subject to all of the terms and conditions of the
Lease Agreement as hereby amended.
2. Paragraph (a) of Item 3 of the Lease Agreement is hereby amended to
read as follows:
3. Base Rental.
(a) Lessee shall pay to Lessor at its offices at 0000
Xxxxxxxxx Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000, or at such
other place a Lessor shall designate in writing to Lessee, promptly on
the first day of each month, in advance, during the term of this Lease,
the Base Rental. For purposes of this subparagraph (a) of this
Paragraph 3 of this Lease, the Base Rental for the following periods
shall be the following amounts:
Period Monthly Base Rental
------ -------------------
January 1, 1996 through $39.508.34 per month *
December 31, 1996
January l, 1997 through $40,496.05 per month *
December 31, 1997
January 1, 1998 through $41,508.45 per month *
December 31, 1998
January 1, 1999 through The prior year's Base Rental
June 30, 2010 plus 2.5%
* As adjusted as provided below.
Notwithstanding the foregoing, Lessee will be leasing an
additional 640 square feet of office space from Lessor located in suite
number 107 of the Medical Quarters of North Atlanta (more particularly
described in Exhibit "B" attached hereto). Such
20
additional office space will be added to included under this Lease upon
the expiration or termination of Lessor's current lease of such space
to a third party. At such time as such additional space is added to
this Lease, the Base Rental shall be increase by the following amounts:
(i) increase to 1996 monthly rental (if the additional space is added
to the Lease in 1996) - $1,386.67 per month, (ii) increase to 1997
monthly rental (if the additional space is added to the Lease in 1996
or 1997) - $1,421.33 per month, (iii) increase to 1998 monthly rental
(if the additional space is added to the Lease in 1996, 1998 or 1998) -
$1,456.87 per month, and (iv) increase to rental in 1999 subsequent
years (if the additional space is added to the Lease in that year or
any earlier year) - the amount of additional rental for the immediately
preceding year as determined under clause (iii) immediately above or
this clause (iv) plus an additional 2.5% thereof.
3. Except as expressly modified herein, the terms of this Lease shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties have set their hands and seals.
Signed, sealed and delivered in the presence of:
(Seal)
____________________________________ __________________________
Witness Xxxxx X. Xxxxx, Lessor
____________________________________
Notary Public
Signed, sealed and delivered ATLANTA EAR, NOSE & THROAT
in the presence of: ASSOCIATES, P.C., Lessee
____________________________________ By:____________________________
Witness Xxxxx X. Xxxxx, President
____________________________________ Attest:__________________________
Notary Public Xxxxx Xxxxxxx, Secretary
(CORPORATE SEAL)
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21
AMENDMENT TO
LEASE AGREEMENT
This Lease Amendment is made and entered into as of the 1st day of
January, 1996, between XXXXX X. XXXXX as successor in interest to TRIMED
ASSOCIATES, P.C. ("Lessor") an ATLANTA, EAR, NOSE & THROAT ASSOCIATES, P.C.
("Lessee") with respect to that certain Lease Agreement which was entered into
effective the first day of October, 1988.
1. Item 1 of the Lease Agreement is hereby amended by adding under the
Lease Agreement an additional 8,030 square feet of office space more
particularly described in Exhibit "A" attached hereto (portions or all of suite
numbers 103, 107 and 135 of the Medical Quarters of North Atlanta. Such
additional space shall be subject to all of the terms and conditions of the
Lease Agreement as hereby amended.
2. Paragraph (a) of Item 3 of the Lease Agreement is hereby amended to
read as follows:
3. Base Rental.
(a) Lessee shall pay to Lessor at its offices at 0000
Xxxxxxxxx Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000, or at such
other place a Lessor shall designate in writing to Lessee, promptly on
the first day of each month, in advance, during the term of this Lease,
the Base Rental. For purposes of this subparagraph (a) of this
Paragraph 3 of this Lease, the Base Rental for the following periods
shall be the following amounts:
Period Monthly Base Rental
------ -------------------
January 1, 1996 through $39.508.34 per month *
December 31, 1996
January l, 1997 through $40,496.05 per month *
December 31, 1997
January 1, 1998 through $41,508.45 per month *
December 31, 1998
January 1, 1999 through The prior year's Base Rental
June 30, 2010 plus 2.5%
* As adjusted as provided below.
Notwithstanding the foregoing, Lessee will be leasing an
additional 640 square feet of office space from Lessor located
in suite number 107 of the Medical Quarters of North Atlanta
(more particularly described in Exhibit "B" attached
22
hereto). Such additional office space will be added to
included under this Lease upon the expiration or termination
of Lessor's current lease of such space to a third party. At
such time as such additional space is added to this Lease, the
Base Rental shall be increase by the following amounts: (i)
increase to 1996 monthly rental (if the additional space is
added to the Lease in 1996) - $1,386.67 per month, (ii)
increase to 1997 monthly rental (if the additional space is
added to the Lease in 1996 or 1997) - $1,421.33 per month,
(iii) increase to 1998 monthly rental (if the additional space
is added to the Lease in 1996, 1998 or 1998) - $1,456.87 per
month, and (iv) increase to rental in 1999 subsequent years
(if the additional space is added to the Lease in that year or
any earlier year) - the amount of additional rental for the
immediately preceding year as determined under clause (iii)
immediately above or this clause (iv) plus an additional 2.5%
thereof.
3. Except as expressly modified herein, the terms of this Lease shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties have set their hands and seals.
Signed, sealed and delivered in the presence of:
(Seal)
____________________________________ _______________________________
Witness Xxxxx X. Xxxxx, Lessor
____________________________________
Notary Public
Signed, sealed and delivered ATLANTA EAR, NOSE & THROAT
in the presence of: ASSOCIATES, P.C., Lessee
____________________________________ By:____________________________
Witness Xxxxx X. Xxxxx, President
____________________________________ Attest:__________________________
Notary Public Xxxxx Xxxxxxx, Secretary
(CORPORATE SEAL)
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23
IN WITNESS WHEREOF, the parties herein have hereunto set their hands
and seals, in triplicate, the day and year first above written.
LESSOR:
Signed, sealed and delivered TRIMED ASSOCIATES, INC.
this ____ day of ________ a Georgia corporation
______________________________ By:_____________________________________
Witness Xxxxx X. Xxxxx, President
______________________________ Attest:___________________________________
Notary Public Xxxxx X. Xxxxx, Secretary
(CORPORATE SEAL)
LESSEE:
Signed, sealed and delivered NORTH SUBURBAN EAR, NOSE & THROAT
this_____ day of_____________, ASSOCIATES, P.C.
______________________________ By:____________________________________
Witness Xxxxx X. Xxxxx, President
______________________________ Attest:__________________________________
Notary Public Xxxxx X. Xxxxx, Secretary
(CORPORATE SEAL)
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24
EXHIBIT "A"
DESCRIPTION OF THE PREMISES
-4-
