1
EXHIBIT "A"
EXHIBIT 10.16
[AETNA LOGO]
OFFICE/SHOWROOM/WAREHOUSE LEASE AGREEMENT
0000 Xxxxxx Xxxxx, Xxxxxxxx 00
-------------------------------------------------------------------------------
OFFICE/SHOWROOM/WAREHOUSE
AEtna Life Insurance Company
-------------------------------------------------------------------------------
Landlord
AND
Xxxxxx Methodist Fort Worth, a Texas Non-Profit Corporation
-------------------------------------------------------------------------------
Tenant
DATE: October 24, 1991
----------------
2
OFFICE/SHOWROOM/WAREHOUSE
LEASE AGREEMENT
THE STATE OF TEXAS
COUNTY OF TARRANT
THIS LEASE AGREEMENT, made and entered into as of the ____ day of
October, 1991, by and between the Landlord and Tenant hereinafter named.
WITNESSETH:
1. Definitions and Basic Provisions: The following definitions and
basic provisions shall be used in conjunction with and limited by the reference
thereto in the provisions of this lease:
(a) "Landlord": AEtna Life Insurance Company
(b) "Tenant": Xxxxxx Methodist Fort Worth, a Texas Non-Profit
Corporation
(b-1) "HMHS" Xxxxxx Methodist Health System, a Texas Non-Profit
Organization
(c) "Premises" shall mean the space outlined in red on the plan
attached hereto as Exhibit "A", said premises consisting of 9,000 square feet
of net rentable area, (in determining net rentable area, all measurements are
from the outer surfaces of walls, whether exterior walls and/or hallway walls,
except party walls where measurements are from centerline.) The Premises are
located within the Xxxxxxxxx Xxxxxxxxx 00-00 & 38 Office/Showroom/Warehouse
project (the "Project"). The net rentable area of the project is 602,400 square
feet.
(d) "Lease Term": A period of Sixty (60) months, commencing on the
earlier of the date the Tenant opens for business or 60 days from the date
Landlord tenders space to Tenant for construction of their leasehold
improvement (the "commencement date") and ending on Sixty (60) months
thereafter, 1996.
(e) "Basic Rental": $2,625.00 per month.
(f) "Security Deposit": $ Waived.
(g) "Permitted Use": Forensic medical facility, including all
activity related to administration, marketing and operation of a forensic
toxicology testing service.
2. Lease Grant. Landlord, in consideration of the rent to be paid and
the other covenants and agreements to be performed by Tenant and upon the terms
and conditions hereinafter stated, does hereby lease, demise and let unto
Tenant the premises (as defined in paragraph 1(c) hereof) commencing on the
commencement data (as defined in paragraph 1(d) hereof, or as adjusted as
hereinafter provided) and ending on the last day of the lease term, unless
sooner terminated as herein provided. If this lease is executed before the
premises become vacant, or otherwise available and ready for occupancy, or if
any present tenant or occupant of the premises holds over, and Landlord cannot
acquire possession of the premises prior to the commencement date of this
lease, Landlord shall not be deemed to be in default hereunder, and Tenant
agrees to accept possession at such time as Landlord is able to tender the same
and such date shall be deemed to be the commencement date and this lease shall
continue for the lease term described in paragraph 1(d) hereof, Landlord hereby
waives payment of rent covering any period prior to the tendering of possession
of the premises to Tenant hereunder. Likewise, should Tenant occupy the
premises prior to the commencement date specified in paragraph 1(d), the
commencement date shall be altered to coincide with said occupancy with the
ending date of the lease remaining unchanged. By occupying the premises, Tenant
shall be deemed to have accepted the same as suitable for the purpose herein
intended and to have acknowledged that the same comply fully with Landlord's
covenants and obligations.
3. Rent: In consideration of this lease, Tenant promises and agrees to
pay Landlord the basic rental (as defined in paragraph 1(c) hereof) without
deduction or set off, for each month of the entire lease term. One such monthly
installment (to be applied to the first full month after the commencement date)
shall be payable by Tenant to Landlord contemporaneously with the execution
hereof, and a like monthly installment shall be due and payable without demand
on or before the first day of each succeeding calendar month during the term
hereof. Rent for any fractional month at the beginning or end of the lease
shall be prorated.
4. Rental Escalations: The basic rental payable under paragraph 1(c)
hereof is based on factors existing during the calendar year in which the lease
commences ("base year"), said factors including operating expenses which
include landscape, general maintenance, repairs, real property taxes, fire,
casualty and liability insurance, and management for the project. In the event
that during the lease term said operating expenses for 1991 or any succeeding
calendar year exceed $1.00 per square foot per year ("base expense rate") for
the net rentable area of the project (as defined in paragraph 1(c) hereof),
Tenant within thirty (30) days after written notification of the foregoing by
Landlord, shall:
(a) Pay to Landlord as additional rental Tenant's proportionate share
(1,494%), of such excess (the "Excess") over the base expense rate for
the year in question, said proportionate share being defined to mean a
fraction, the numerator of which is the square footage of the Premises
set out in paragraph 1(c), and the denominator of which is the total net
rentable area of the Project also set out in paragraph 1(c). The product
resulting from the application of such fraction to the Excess shall
constitute the amount of additional rent Tenant shall pay. Tenant shall,
on demand, pay to Landlord such amount.
(b) Additionally, beginning January 1 of any calendar year following a
year in which there is an Excess, the basic rental per month set out in
paragraph 1(c) shall be increased by an amount equal to the additional
rent payable during the immediately preceding year, (determined in
accordance with subparagraph 4(a) above) divided by twelve. Any such
additional rent collected, pursuant to this paragraph 4(b), shall be a
credit against the amount of additional rental, if any, due from Tenant
pursuant to paragraph 4(a) for such calendar year. After the end of
every calendar year Landlord will deliver to Tenant a statement
including (i) the previous calendar years operating expenses (as defined
in paragraph 4), (ii) Tenant's proportionate share of any increases,
(iii) the net additional rent due pursuant to paragraph 4(a), if any,
after crediting to Tenant amounts paid as additional rent under 4(b) or
the amount due to be reimbursed to Tenant; provided, however, in no
event shall the monthly rental ever be less than the basic rental
specified in paragraph 1(c).
1
3
Notwithstanding any expiration or termination of this lease prior to
the lease expiration date (except in the case of a cancellation by mutual
agreement) Tenant's obligation to pay any and all additional rent under
this lease shall cover all periods up to the date lease is
terminated, other than as or by Tenant. Landlord shall be
entitled to estimate the amount of additional rent which shall be due from
Tenant during the last year or portion of a year of the lease term at any
time within thirty (30) prior to the expiration of the lease term, and
Tenant shall pay such amount to Landlord upon demand, (subject to
adjustments when actual expenses are known). Tenant's obligation to pay
any and all additional rent under this lease and Landlord's and Tenant's
obligation to make the adjustments referred to in this paragraph 4 shall
survive any expiration or termination of this lease Landlord shall be
entitled to make.
5. Services:
(a) Landlord agrees to make available to the premises at Landlord's sole
cost and expense 24 hours each day, seven days a week, (i) water at those
points as shown on Exhibit "B"; (ii) air conditioning and heating units at
such locations and in such amounts as shown in Exhibit "B"; (iii) electric
service and outlets as shown on Exhibit "B"; and (iv) electrical lighting
service for all common areas in the manner and to the extent deemed by
Landlord to be standard.
(b) Tenant shall pay for the electricity (including air conditioning and
heating cost) and gas utilized in operating any and all facilities serving
the leased premises.
(c) Failure to any extent to furnish or any stoppage or interruption of
these defined services resulting from any cause shall not render Landlord
liable in any respect for damages to either person, property or business,
nor be construed as an eviction of Tenant or work an abatement of rent,
nor relieve Tenant from fulfillment of any covenant or agreement hereof
except as provided below. Tenant shall have no claim for abatement of rent
or damages on account of any Interruptions in service occasioned thereby
or resulting therefrom. Unless such interruption of service is caused by
Landlord's gross negligence.
6. Leasehold Improvements: Tenant agrees to install at Tenant's cost and
expense the improvements described in Exhibit "B" attached hereto. Landlord
has made no representations as to the conditions of the premises or the Building
or to remodel, repair or decorate, except as expressly set forth herein and in
any exhibits attached hereto, including Exhibit "A".
7. Signs: Tenant shall have the right to install signs upon the exterior of
said building only when first approved in writing by landlord in Landlord's sole
discretion and subject also to any applicable governmental laws, ordinances,
regulations and other requirements. Tenant shall remove all such signs on the
expiration of this Lease. In the event Tenant fails to remove all such signs
within the above time period, Landlord shall be authorized to remove such signs
on Tenant's behalf and at Tenant's sole expense, and Tenant hereby agrees to
indemnify and hold Landlord harmless from and against any and all costs,
expenses, claims and other liabilities of any type arising out of such sign
removal. All sign installations and removals by Tenant shall be made in such a
manner as to avoid injury to or defacement of the Building and other
improvements.
8. Use: Tenant shall use the premises only for the permitted use (as defined
in paragraph 1(g) hereof). Tenant will not occupy or use the premises, or
permit any portion of the premises to be occupied or used, for any business or
purpose other than the permitted use or for any use or purpose which is
unlawful in part or in whole or deemed to be disreputable in any manner or
extrahazardous on account of fire, nor permit anything to be done which will in
any way increase the rate of fire insurance on the Building or contents; and in
event that, by reason of acts of Tenant, there shall by any increase in rate of
insurance on the Building or contents created by Tenant's acts or conduct of
business then such acts of Tenant shall be deemed to be an event of default
hereunder and Tenant hereby agrees to pay to Landlord the amount of such
increase on demand and acceptance of such payment shall not constitute a waiver
of any of Landlord's other rights provided herein. Tenant will conduct its
business and control its agents, employees and invitees in such a manner as not
to create any nuisance, nor interfere with, annoy or disturb other tenants or
Landlord in management of the Building. Tenant will maintain the premises in a
clean, healthful and safe condition and will comply with all laws, ordinances,
orders, rules and regulations (state, federal, municipal and other agencies or
bodies having any jurisdiction thereof) with reference to use, condition or
occupancy of premises. Tenant will not, without the prior written consent of
Landlord, paint, install lighting or decoration, or install any signs, window
or door lettering or advertising media of any type on or about the premises or
any part thereof. Should Landlord agree in writing to any of the foregoing
items in the preceding sentence, Tenant will maintain such permitted item in
good condition and repair at all times.
9. Repairs and Maintenance:
(a) By Landlord: Landlord shall at its expense maintain only the roof,
foundation, underground or otherwise concealed plumbing, and the
structural soundness of the exterior walls (excluding all windows, window
glass, plate glass, and all doors) of the Building in good repair and
condition, except for reasonable wear and tear. Landlord shall not be
responsible for termite eradication. 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. Landlord's
liability hereunder shall be limited to the cost of such repairs or
corrections.
See Page 2A, Part 1.
Landlord represents that at the beginning date of this Lease the
plumbing, and any fire protection sprinkler system, heating system,
air-conditioning equipment, are in good operating condition. In addition,
Landlord shall maintain the paving outside the Building, the landscaping
and regular mowing of grass and any railroad siding.
(b) By Tenant: Tenant shall at its expense and risk maintain all other
parts of the Building and other improvements on the demised premises 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
Building in general. All warranties and guarantees in effect on any of the
items mentioned above will be for Tenant's or Landlord's use as
applicable.
In 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
installment date.
10. Alterations and Improvements: At the end or other termination of this
lease, Tenant shall deliver up the premises with all improvements located
thereon (except as described on Exhibit "H", attached hereto and made a part
hereof, and as otherwise herein provided) in good repair and condition,
reasonable wear and tear and casualty damages excepted, and shall deliver to
Landlord all keys to the premises. The cost and expense of any repairs
necessary to restore the condition of the leased premises to said condition in
which they are to be delivered to Landlord shall be borne by Tenant. Tenant
will not make or allow to be made any alterations or physical additions in or
to the premises without the prior written consent of Landlord, which consent
shall not be unreasonably withheld provided, however, Tenant may make minor non
structural, non-building system repairs at any time without the consent of
Landlord (but with notice to Landlord and copy of plans or description of
changes), as to non-structural alterations. All alterations, additions or
improvements (whether temporary or permanent in character) made in or upon the
premises, either by landlord or Tenant, shall be Landlord's property on
termination of this lease and shall remain on the premises without compensation
to Tenant. All furniture, movable trade fixtures and equipment installed by
Tenant may be removed by Tenant at the termination of this lease if Tenant so
elects, and shall be so removed if required by Landlord, or if not so removed
shall, at the option of Landlord, become the property of Landlord. All such
installations, removals and restoration shall be accomplished in a good
workmanlike manner so as not to damage the premises or the primary structure or
structural qualities of the Building or the plumbing, electrical lines or
other utilities.
2
4
XXXXXX METHODIST FORT WORTH, A TEXAS NON-PROFIT CORPORATION
1. Repairs and Maintenance: If Tenant gives written notice to repair and
Landlord does not commence remedial procedures within five (5) business
days after receipt of such notice or complete such repairs with due
diligence, then Tenant shall have the right to make the reasonable
repairs and invoice the Landlord for the amount of reasonable charges.
Landlord shall pay the reasonable charges within thirty (30) days of
receipt of paid invoices and upon failure of Landlord to pay the
reasonable charges, Tenant may offset the amount of reasonable charges
against rent due Landlord under this Lease.
2 (A)
5
11. Common Areas: The use and occupation by lessee of the leased premises
shall include the use in common with others thereto of the common areas,
parking areas, service roads, loading facilities, sidewalks, and other
facilities as may be designated from time to time by Landlord, subject, however,
to the terms and conditions of this agreement and to reasonable rules and
regulations for the use thereof as prescribed from time to time by Landlord.
All common areas described above shall at all times be subject to the
exclusive control and management of Landlord, and Landlord shall have the right
from time to time to establish, modify and enforce reasonable rules and
regulations with respect to all facilities and areas mentioned in this Article,
so long as they are enforced consistently as to all Tenants in the project.
Landlord shall have the right to construct, maintain, and operate lighting
facilities on all said areas and improvements; to police same; from time to time
to change the area, level, location and arrangement of parking areas and other
facilities hereinabove referred to; and to restrict parking by tenants, their
officers, agents and employees to employee parking areas. See Page 3A Part 1.
All common areas and facilities not within the leased premises, which
Tenant may be permitted to use and occupy, are to be used and occupied under a
revocable license, and if the amount of such areas be diminished, Landlord shall
not be subject to any liability nor shall Tenant be entitled to any compensation
or diminution or abatement of rent, nor shall such diminution of such areas be
deemed constructive or actual eviction.
12. Assignment and Subletting:
(a) Tenant shall not, without Landlord's prior written consent which
consent shall not be unreasonably withheld, assign, sublease, transfer,
encumber this lease or any interest therein. Any attempted assignment
or sublease by Tenant in violation of the terms and covenants of this
paragraph shall be void. See Page 3A, Part 2.
(b) If Tenant requests Landlord's consent to an assignment of the Lease
or subletting of all or a part of the Premises, Landlord shall have the
option (without limiting Landlord's other rights hereunder) of
terminating this Lease upon thirty (30) days notice and of dealing
directly with the proposed assignee. If Landlord should fail to notify
Tenant in writing of its decision within a thirty (30) day period after
Landlord shall be deemed to have refused to consent to any assignment
or subleasing, and to have elected to keep this Lease in full force and
effect.
(c) All cash or other proceeds of any assignment, sale or sublease of
Tenant's Interest in this Lease, whether consented to by Landlord or
not, shall be paid to Landlord notwithstanding the fact that such
proceeds exceed the rentals called for hereunder, unless Landlord
agrees to the contrary in writing, and Tenant hereby assigns all rights
it might have or ever acquire in any such proceeds to Landlord. This
covenant and assignment shall run with the land and shall bind Tenant
and Tenant's heirs, executors, administrators, personal
representatives, successors and assigns. Any assignee, sublessee or
purchaser of Tenant's Interest in this Lease (all such assignees,
sublessees and purchasers being hereinafter referred to as
"Successors"), by assuming Tenant's obligations hereunder shall assume
liability to Landlord for all amounts paid to persons other than
Landlord by such Successor in consideration of any such sale,
assignment or subletting, in violation of the provisions hereof.
13. Indemnity: Landlord shall not be liable for and Tenant will indemnify
and save harmless Landlord of and from all fines, suits, claims, demands, losses
and actions (including attorneys' fees) for any injury to person or damage to or
loss of property on or about the premises caused by the negligence or misconduct
or breach of this Lease by Tenant, Its employees, subtenants, invitees or by any
other person entering the premises or the Building under express or implied
invitation of tenant or arising out of Tenant's use of the premises. Landlord
shall not be liable or responsible for any loss or damage to any property or
death or injury to any person occasioned by theft, fire, Act of God, public
enemy, injunction, riot, strike, insurrection, war, court order, requisition or
other governmental body or authority, by other tenants of the Building or any
other matter beyond control of Landlord, or for any injury or damage or
inconvenience which may arise through repair or alteration of any part of the
Building, or failure to make repairs, or from any cause whatever except
Landlord's gross negligence. See Page 3A, Part 3.
14. Liability Insurance: Tenant shall procure and maintain through the
Lease Term a policy or policies of public liability insurance, at its sole cost
and expense, relating to its respective use and/or occupancy of the Premises,
with limits of not less than $1,000,000.00 with respect to injuries to or death
of any one person, and in an amount not less than $1,000,000.00 with respect to
any one accident or disaster, and of not less than $1,000,000.00 with respect to
property damaged or destroyed. Tenant shall obtain a written obligation from
each insurance company issuing the insurance required to be maintained by Tenant
pursuant to this paragraph to notify Landlord at least ten (10) days prior to
the expiration or cancellation of such insurance. Such policies or duly executed
certificates of insurance shall be promptly delivered to Landlord and renewals
thereof, as required, shall be delivered to Landlord at least thirty (30) days
prior to the expiration of the respective policies.
15. Subordination: Tenant accepts this Lease subject and subordinate to any
mortgage, deed of trust or other lien presently existing or hereafter arising
upon the Premises, or upon the Project and to any renewals, refinancing and
extensions thereof, provided that any such mortgagee or lienholder agree to
recognize and not disturb this Lease so long as Tenant is not in default
hereunder, but Tenant agrees that any such mortgagee shall have the right at any
time to subordinate such mortgage, deed of trust or other lien of this Lease on
such term and subject to such conditions as such mortgages may deem appropriate
in its discretion. Landlord is hereby irrevocably vested with full power and
authority to subordinate this Lease to any first lien mortgage, deed of trust or
other first lien now existing or hereafter placed upon the Premises, or the
Project as a whole, and Tenant agrees upon demand to execute such further
instruments subordinating this Lease or attorning to the holder of any such
liens as Landlord may request provided that any such mortgagee or lienholder
agrees to recognize and not disturb this Lease so long as Tenant is not in
default hereunder. The terms of this Lease are subject to approval by the
Landlord's lender(s), and such approval is a condition precedent to Landlord's
obligations hereunder. In the event that Tenant should fail to execute any
subordination or other agreement required by this paragraph, promptly as
requested. Tenant hereby irrevocably constitutes Landlord as its attorney in
fact to execute such instrument in Tenant's name, place and stead, is being
agreed that such power is one coupled with an interest. Tenant agrees that it
will from time to time upon request by Landlord execute and deliver to such
persons as Landlord shall request a statement in recordable form certifying that
this Lease is unmodified and in full force and effect (or if there have been
modifications, that the same is in full force and effect as so modified),
stating the dates to which rent and other charges payable under this Lease have
been paid, stating that Landlord is not in default hereunder (or if Tenant
alleges a default stating the nature of such alleged default) and further
stating such other matters as Landlord shall reasonably require.
16. Casualty Insurance: Landlord shall, at all times during the term of
this lease maintain a policy or policies of insurance with the premiums thereon
fully paid in advance in amounts equal to the full replacement value of the
building, issued by and binding upon some solvent insurance company, insuring
the Building against loss or damage by fire, explosion, or other hazards and
contingencies Landlord's mortgagees may require; provided that Landlord shall
not be obligated to insure any furniture, equipment, machinery, goods or
supplies not covered by this lease which Tenant may bring or obtain upon the
leased premises, or any additional improvements which Tenant may construct
thereon.
17. Inspection: Landlord or representatives shall have the right to enter
into and upon any and all parts of premises to (i) inspect same or clean or make
repairs or alterations or additions as Landlord may deem necessary upon 36 hours
prior notice and if accompanied by a representative of Tenant but without any
obligation to do so, except as expressly provided for herein), or (ii) if Tenant
elects to vacate the Premises, then during the 90 day period to the expiration
of the Lease, Landlord may show the premises to prospective tenants, purchasers
or lenders upon 36 hour notice and in company of Tenant, and Tenant shall not be
entitled to any abatement or reduction of rent by reason thereof, nor shall such
be deemed to be an actual or constructive eviction. See Page 3A, Part
----------------------
INITIAL
----------------------
LANDLORD TENANT
----------------------
----------------------
3
6
XXXXXX METHODIST FORT WORTH, A TEXAS NON-PROFIT CORPORATION
1. Common Areas: Tenant shall be guaranteed the use of thirty seven
(37) parking spaces during the term of the lease, four (4) of which
shall be marked as "Loading zone" space, at the side and rear entrances,
in locations satisfactory to Landlord and Tenant. The four (4) spaces
are marked "Loading zone" on Exhibit "A" attached hereto and made a pert
hereof.
2. Assignment and Subletting: So long as Tenant is not in default
under this lease, Tenant may assign this Lease to any subsidiary or
parent corporation or other affiliate or Tenant, including, but not
limited to, Xxxxxx Methodist Hospital Health Systems as well as any
corporation or entity owned, controlled or related with Xxxxxx Methodist
Hospital Health System; provided that, as a precondition to such
assignment of the Lease, Tenant submits to Landlord written proof that,
in Landlord's sole discretion, satisfactorily establishes that (i) the
prospective assignee is financially and otherwise able to perform the
Lease obligations and (ii) the prospective assignees intended use of the
Premises will not conflict with the other Tenant's exclusive use of
their Premises. Notwithstanding anything to the contrary, this Lease can
be assigned to Xxxxxx Methodist Forensic Toxicology, Inc. Upon any
assignment, Xxxxxx Methodist Fort Worth, a Texas non-profit Corporation
shall not be released from its liabilities and obligations regarding
this Lease.
3. Indemnity: Tenant shall not be liable, and Landlord will
indemnify and save harmless Tenant of and from all suits, fines, claims,
demands, losses and actions (including attorney's fee's) for any injury
to person or damage to or loss of property on or about the Project,
excluding the Premises, caused by the negligence or misconduct or breach
of the Lease by the Landlord and its employees or agents.
4. Inspection: In the event of an emergency on the Premises,
Landlord or a representative shall have the right to immediately enter
the Premises in the company of Tenant's employees, who can be reached at
a designated emergency number twenty four (24) hours a day, seven (7)
days a week. Landlord agrees that the unique nature of Tenant's business
and federal licensing standards require strict security measures.
3(A)
7
18. Condemnations if, during the term of this lease, or any extension
or renewal thereof, all of the Project should be taken for any public or
quasi-public use under any governmental law, ordinance or regulation or by
right of eminent domain or by private purchase in lieu thereof, this lease
shall terminate and the rent shall be abated during the unexpired portion of
this lease, effective on the date physical possession is taken by the
condemning authority, and Tenant shall have no claim against Landlord for the
value of any unexpired term of this lease.
In the event a portion but not all of the Project shall be taken for
any public or quasi-public use under any governmental law, ordinance or
regulation, or by right of eminent domain, by private sale in lieu thereof and
the partial taking or condemnation shall render the Project unsuitable for
continued operation, then Landlord shall have the option, in its sole
discretion, of terminating this lease or, at Landlord's sole risk and expense,
restoring and reconstructing the Project to the extent necessary to make same
reasonably tenantable. Should Landlord elect to restore, the lease shall
continue in full force and effect with the rent payable during the unexpired
portion of this lease being adjusted to such an extent as may be fair and
reasonable under the circumstances, and Tenant shall have no claim against
Landlord for the value of any interrupted portion of this lease. See Page 4A,
Part 1.
In the event any condemnation or taking, total or partial, Tenant shall
be entitled to part of the award up to the unamortized cost of Tenant's
leasehold improvements which Tenant paid for. Tenant waives any claim for the
value of the leasehold estate itself.
19. Fire and Other Casualty: In the event that (i) the premises should
be totally destroyed by fire, tornado or other casualty or (ii) in the event
the premises or the Building should be so damaged that rebuilding or repairs
cannot be completed within one hundred eighty (180) days after the date of such
damage, or (iii) in the event of a material uninsured loss to the premises or
Project, Landlord may at its option terminate this lease, in which event the
rent shall be abated during the unexpired portions of this lease effective with
the date of such damage. In the event (See Page 4A, Part 2) Landlord shall
within thirty (30) days after the date of such damage commence to rebuild or
repair the premises and shall proceed with reasonable diligence to restore the
premises to substantially the same condition in which it was immediately prior
to the happening of the casualty, except that Landlord shall not be required to
rebuild, repair or replace any part of the furniture, equipment, fixtures and
other improvements which may have been placed by Tenant or other tenants within
the project or the premises. See Page 4A, Part 3. Unless the casualty was a
result of Tenant's fault or neglect, Landlord shall allow Tenant a fair
diminution of rent during the time the premises are unfit for occupancy. In the
event any mortgagee under a deed of trust, security agreement or mortgage on
the premises should require that the insurance proceeds be used to retire the
mortgage debt, Landlord shall have no obligation to rebuild and this lease
shall terminate upon notice to Tenant. Any insurance which may be carried by
Landlord or Tenant against loss or damage to the project or to the premises
shall be for the sole benefit of the party carrying such insurance and under
its sole control. If Landlord elects not to rebuild or does not rebuild within
180 days (subject to extension for force majeure including adverse weather),
Tenant may terminate this Lease.
20. Holding Over Should Tenant, or any of its successors in interest,
hold over the premises, or any part thereof, after the expiration of the term
of this lease, unless otherwise agreed in writing, such hold over shall
constitute and be construed as tenancy for month to month only, at a rental
equal to the rent payable for the last month of the term of this lease plus
fifty percent (50%) of such amount. The inclusion of the preceding sentence
shall not be construed as Landlord's consent for the Tenant to hold over.
21. Taxes on Tenant's Property: Tenant shall be liable for all taxes
levied or assessed against personal property, furniture or fixtures placed by
Tenant in the premises. If any such taxes for which Tenant is liable are levied
or assessed against Landlord or Landlord's property and if Landlord elects to
pay the same or if the assessed value of Landlord's property is increased by
inclusion of personal property, furniture or fixtures placed by Tenant in the
premises, and Landlord elects to pay the taxes based on such increase, Tenant
shall pay to Landlord upon demand that part of such taxes for which Tenant is
primarily liable hereunder.
22. Events Of Default: The following events shall be deemed to be
defaults by Tenant under this lease:
(a) Tenant shall fail to pay any installment of the rent hereby
reserved and such failure shall continue for a period of ten (10)
days after receipt of written notice, provided Landlord shall only
be required to deliver one such written notice the first time in
any calendar year, and after that, if Tenant again fails to pay
within ten (10) days of being due, it shall constitute a default
without notice being required of Landlord.
(b) Tenant shall fail to comply with any term, provision or
covenant of this lease, other than the payment of rent, and shall
not cure such failure within thirty (30) days after written notice
thereof to Tenant.
(c) Tenant shall make an assignment for the benefit of creditors.
(d) Tenant shall file a petition under any section or chapter of
the National Bankruptcy Act, as amended, or under any similar law
or statute of the United States or any State thereof; or Tenant
shall be adjudged bankrupt or insolvent in proceeding filed against
Tenant thereunder and such adjudication shall not be vacated or set
aside within thirty (30) days.
(e) A receiver or Trustee shall be appointed for all or
substantially all of the assets of Tenant and such receivership
shall not be terminated or stayed within thirty (30) days.
(f) Tenant shall desert or vacate any substantial portion of the
premises for a period of thirty (30) or more days.
23. Remedies: Upon the occurrence of any event of default specified
in paragraph 22 hereof, 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 premises to Landlord, and if Tenant fails to do so,
Landlord may, without prejudice to any other remedy which it may
have for possession or arrearages in rent, enter upon and take
possession and expel or remove Tenant and any other person who may
be occupying said premises or any part hereof, by force if
necessary, without being liable for prosecution or any claim of
damages thereof; and Tenant agrees to pay to Landlord on demand the
amount of all loss and damage which Landlord may suffer by reason
of such termination, whether through inability to relet the
premises on satisfactory terms or otherwise, including the loss of
rental for the remainder of the lease term.
(b) Enter upon and take possession of the premises and expel or
remove Tenant and any other person who may be occupying the
premises or any part thereof, by force if necessary, without being
liable for prosecution or any claim for damages therefor, and if
Landlord so elects, relet the premises on such terms as Landlord
shall deem advisable and receive the rent thereof; and Tenant
agrees to pay to Landlord on demand any deficiency that may arise
by reason of such reletting for the remainder of the lease term.
(c) Enter upon the premises by force if necessary, without being
liable for prosecution or any claim for damages therefor, and do
whatever Tenant is obligated to do under the terms of this lease;
and Tenant agrees to reimburse Landlord on demand for any expenses
which Landlord may incur in thus effecting compliance with Tenant's
obligations under this lease, and Tenant further agrees that
Landlord shall not be liable for any damages resulting to the
Tenant for such action.
No re-entry or taking possession of the premises by Landlord shall be
construed as an election on its part to terminate this lease, unless a written
notice of such intention be given to Tenant. Notwithstanding any such reletting
or re-entry or taking possession, Landlord may at any time thereafter elect to
terminate this lease for a previous default. 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, provisions and covenants herein contained. Landlord's
acceptance of rent following an event of default hereunder shall not be
4
8
XXXXXX METHODIST FORT WORTH, A TEXAS NON-PROFIT CORPORATION
1. Condemnation: If twenty percent (20%) or more of the Premises is taken
for any public or quasi-public use under governmental law, ordinance or
regulation, or by right of eminent domain, or by private purchase in
lieu thereof, and such taking materially interferes with Tenant's use of
the remainder of the Premises for which they were leased and renders the
remainder of the Premises unsuitable for continued operation of Tenant's
business, then Tenant may terminate the Lease.
2. Fire and other Casualty: . . . (event) Landlord intends to rebuild the
building, Landlord will notify Tenant within thirty (30) days of such
casualty damage of its intent to rebuild and (Landlord). . . . .
3. Fire and Other Casualty: . . . (premises). In the event of minor damage,
Landlord shall immediately commence to repair such damage and rent shall
be equitably abated, (unless). . . .
4(A)
9
construed as Landlord's waiver of such event of default. by Landlord of
any violation or breach of any of the terms, conditions, and covenants herein
contained shall be deemed or construed to constitute a waiver of any other
violation or breach of any of the terms, provisions, and covenants herein
contained. Forbearance by Landlord to enforce one or more of the remedies
herein provided upon an event of default shall not be deemed or construed to
constitute a waiver of any other violation of default. The loss or damage that
Landlord may suffer by reason of termination of this lease or the deficiency
from any reletting as provided for above shall include the expense of
repossession and any repairs. Should Landlord at any time terminate this lease
for any default, in addition to any other remedy Landlord may have, Landlord
may recover from Tenant all damages Landlord may incur by reason of such
default, including the cost of recovering the premises and the loss of rental
for the remainder of the lease term.
Landlord shall be in default hereunder in the event Landlord has not
begun and pursued with reasonable diligence the cure of any failure of Landlord
to meet its obligations hereunder within thirty (30) days of the receipt by
Landlord of written notice from Tenant of the alleged failure to perform except
as otherwise provided in this Lease. In no event shall Tenant have the right to
terminate or rescind this Lease as a result of Landlord's default as to any
covenant or agreement contained in this Lease or as a result of the breach of
any promise or inducement hereof, whether in this Lease or elsewhere except as
otherwise provided in this Lease. Tenant hereby waives such remedies of
termination and rescission and hereby agrees that Tenant's remedies for default
hereunder and for breach of any promise or Inducement shall be limited to a suit
for damages and/or injunction. In addition, Tenant hereby covenants that, prior
to the exercise of any such remedies, it will give the mortgagees holding
mortgages on the Project notice and a reasonable time to cure any default by
landlord.
24. LATE CHARGES: Tenant hereby acknowledges that late payment to
Landlord of rent or other sums due hereunder will cause Landlord to incur costs
not contemplated by this Lease, the exact amount of which will be extremely
difficult to ascertain. If any rent or other sum due from Tenant is not
received by Landlord or Landlord's designated agent within ten (10) days after
its due date, then Tenant shall pay to Landlord a late charge to the maximum
amount permitted by law (and in the absence of any governing law, ten percent
(10%) of such overdue amount), plus any reasonable attorney's fees incurred by
Landlord by reason of Tenant's failure to pay rent and/or other charges when
due hereunder. The parties hereby agree that such late charges represent a fair
and reasonable estimate of the cost that Landlord will incur by reason of
Tenant's late payment. Landlord's acceptance of such late charges shall not
constitute a waiver of Tenant's default with respect to such overdue amount or
estop Landlord from exercising any of the other rights and remedies granted
hereunder.
25. SURRENDER OF PREMISES: No act or thing done by the Landlord or its
agents during the term hereby granted shall be deemed an acceptance of a
surrender of the premises unless Landlord expressly so indicates.
26. ATTORNEYS' FEES: In case of default if it should be necessary or
proper for non-defaulting party to bring any action under this lease or to
consult or place said lease, or any amount payable by defaulting party
thereunder, with an attorney concerning or for the enforcement of any of
non-defaulting party's rights hereunder, then defaulting party agrees in each
and any such case to pay to non-defaulting party a reasonable attorneys' fee.
27. LANDLORD'S LIEN: In addition to the statutory landlord's lien,
Landlord shall have, at all times, a valid security interest to secure payment
of all rentals and other sums of money becoming due hereunder from Tenant, and
to secure payment of any damages or loss which Landlord may suffer by reason of
the breach by Tenant of any covenant, agreement or condition contained herein,
upon all goods, wares, equipment, fixtures, furniture, improvements and other
personal property of Tenant presently or which may hereafter be situated on the
premises, and all proceeds therefrom, and such property shall not be removed
therefrom without the consent of Landlord until all arrearages in rent as well
as any and all other sums of money then due to Landlord hereunder shall first
have been paid and discharged and all the covenants, agreements and conditions
hereof have been fully complied with and performed by Tenant. Upon the
occurrence of any event of default by Tenant, Landlord may, in addition to any
other remedies provided herein, enter upon the premises and take possession of
any and all goods, wares, equipment, fixtures, furniture, improvements and
other personal property of Tenant situated on the premises, without liability
for trespass or conversion and sell the same at public or private sale, with or
without having such property at the sale, after giving Tenant reasonable notice
of the time and place of any public sale or of the time after which any private
sale is to be made, at which sale the Landlord or its assigns may purchase
unless otherwise prohibited by law. Unless otherwise provided by law, and
without intending to exclude any other manner of giving Tenant reasonable
notice, the requirement of reasonable notice shall be met if such notice is
given in the manner prescribed in paragraph 29 of this lease at least fifteen
(15) days before the time of sale. The proceeds from any such disposition, less
any and all expenses connected with the taking of possession, holding and
selling of the property (including reasonable attorneys' fees and other
expenses), shall be applied as a credit against the indebtedness secured by the
security interest granted in this paragraph 26. Any surplus shall be paid to
Tenant or as otherwise required by law; and the Tenant shall pay any
deficiencies forthwith. Upon request by Landlord, Tenant agrees to execute and
deliver to Landlord a financing statement in form 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. The statutory lien for rent is not hereby waived, the security
interest herein granted being in addition and supplementary thereto.
28. MECHANIC'S LIENS: Tenant will not permit any mechanic's lien or
liens to be placed upon the premises of the Building or improvements thereon
during the term hereof caused by or resulting from any work performed,
materials furnished or obligation incurred by or at the request of Tenant, and
in the case of the filing of any such lien Tenant will either promptly pay same
or post a sufficient bond and contest such lien. If default in payment thereof
shall continue for twenty (20) days after written notice thereof from Landlord
to the Tenant and if Tenant has not posted a sufficient bond and contested such
lien, the Landlord shall have the right and privilege at Landlord's option of
paying the same or any portion thereof without inquiry as to the validity
thereof, and any amounts so paid, including expenses and interest, shall be so
much additional indebtedness hereunder due from Tenant to Landlord and shall be
repaid to Landlord immediately on rendition of xxxx therefor, together with
interest at ten percent (10%) per annum until repaid.
29. WAIVER OF SUBROGATION: Anything in this lease to the contrary
notwithstanding, the parties hereto hereby waive to the extent permitted by
their respective insurance carriers any and all rights of recovery, claim,
action or cause of action, against each other, their agents, officers, and
employees, for any loss or damage that may occur to the premises hereby
demised, or any improvements thereto, or said Building of which the premises
are a part, or any improvements thereto, by reason of fire, the elements or
origin, including negligence of the parties hereto, their agents, officers, and
employees.
30. NOTICES: Each provision of this Agreement, or of any applicable
governmental laws, ordinances, regulations, and other requirements with
reference to the sending, mailing or delivery of any notice, or with reference
to the making of any payment by Tenant to Landlord, shall be deemed to be
complied with when and if the following steps are taken:
(a) All rent and other payment required to be made by Tenant to Landlord
hereunder shall be payable to Landlord in Dallas County, Texas, at the
address hereinbelow set forth, or at such other address as Landlord
may specify from time to time by written notice delivered in accordance
herewith;
(b) Any notice or document required to be delivered hereunder shall be
deemed to be delivered if actually received and whether or not received
then on the third day after deposited in the United States mail, postage
prepaid, certified or registered mail (with or without return receipt
5
10
requested) addressed to the parties hereto at the respective addresses
set out opposite their names below, or at such other address as they
have theretofore specified by written notice delivered in accordance
herewith:
LANDLORD: AEtna Life Insurance Company
00000 Xxxxxxx Xxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
TENANT: Xxxxxx Methodist Fort Worth, a Texas Non-Profit
Corporation
0000 Xxxxxx Xxxxx
Xxxx Xxxxx, Xxxxx 00000
ATTN: Xx. Xxxxx Xxxxxx
31. Force Majeure: Whenever a period of time is herein prescribed for
action to be taken by Landlord or Tenant, the Landlord or Tenant shall not be
liable or responsible for, and there shall be excluded from the computation for
any such period of time, any delays due to strikes, riots, Acts of God,
shortages of labor or materials, war, governmental laws, regulations or
restrictions or any other causes of any kind whatsoever which are beyond the
control of Landlord or Tenant.
32. Separability: If any clause or provision of this lease is illegal,
invalid or unenforceable under the present or future laws effective during the
term of this lease, then and in that event, it is the intention of the parties
hereto that the remainder of this lease shall not be affected thereby, and it
is also the intention of the parties to this lease that in lieu of each clause
or provision of this lease that is illegal, invalid, or unenforceable, there be
added as a part of this lease a clause or provision as may be possible and be
legal, valid and enforceable.
33. Entire Agreements; Amendments; Blinding Effect: This lease contains
the entire agreement between the parties and may not be altered, changed or
amended, except by instrument in writing signed by both parties hereto. No
provision of this lease shall be deemed to have been waived by Landlord unless
such waiver be in writing signed by Landlord and addressed to Tenant, nor shall
any custom or practice which may grow up between the parties in the
administration of the terms hereof be construed to waive or lessen the right of
Landlord to insist upon the performance by Tenant in strict accordance with the
terms hereof. The terms, provisions, covenants and conditions contained in this
lease shall apply to, inure to the benefit of and be binding upon the parties
hereto, and upon their respective successors in interest and legal
representatives, except as otherwise herein expressly provided.
34. Quiet Enjoyment: Provided Tenant has performed all of the terms,
covenants, agreements and conditions of this lease, including the payment of
rent, to be performed by Tenant, Tenant shall peaceably and quietly hold and
enjoy the premises for the term hereof, without hindrance from Landlord,
subject to the terms and conditions of this lease.
35. Rules and Regulations: Tenant and Tenant's agents, employees, and
invitees will comply fully and all requirements of the rules and regulations of
the Building and related facilities which are attached hereto as Exhibit "C",
and made a part hereof as though fully set out herein. Landlord shall at all
times have the right to change such rules and regulations or to promulgate
other rules and regulations in such reasonable manner as may be deemed
advisable for safety, care, or cleanliness of the Building and related
facilities or premises, and for preservation of good order therein, all of
which rules and regulations, changes and amendments will be forwarded to Tenant
in writing and shall be carried out and observed by Tenant. Tenant shall
further be responsible for the compliance with such rules and regulations by
the employees, servants, agents, visitors and invitees of Tenant.
36. Broker's or Agent's Commission: Both Landlord and Tenant represent
and warrant that there are no claims for brokerage commissions or finder's fees
in connection with the execution of this lease, except as listed below and Both
Landlord and Tenant agrees to indemnify and hold each other harmless against all
liabilities and costs arising from such claims without limitation attorneys'
fees in connection therewith.
37. Gender: Words of an gender used in this lease shall be held and
construed to include any other gender, and words in the singular number shall
be held to include the plural, unless the context otherwise requires.
38. Joint and Several Liability: If there be more than one Tenant, the
obligations hereunder imposed upon Tenant shall be joint and several. If there
be a guarantor of Tenant's obligations hereunder, the obligations hereunder
imposed upon Tenant shall be the joint and several obligations of Tenant and
such guarantor and Landlord need not first proceed against the Tenant hereunder
before proceeding against such guarantor, nor shall any such guarantor be
released from its guaranty for any reason whatsoever, including without
limitation, in case of any amendments hereto, waivers hereof of failure to give
such guarantor any notices hereunder.
39. Captions: The captions contained in this lease are for convenience
of reference only, and in no way limit or enlarge the terms and conditions of
this lease.
40. Except as otherwise herein expressly provided, time is of the
essence of this Agreement.
41. The failure of Landlord to insist at any time upon the strict
performance of any covenant or agreement or to exercise any option, right,
power or remedy contained in this Lease shall not be construed as a waiver or a
relinquishment thereof for the future. No payment by Tenant or receipt by
Landlord of a lesser amount than the monthly installment or rent due under this
Lease shall be deemed to be other than on account of the earliest rent due
hereunder, no shall any endorsement or statement on any check or any letter
accompanying any check or payment as rent be deemed an accord and satisfaction,
and Landlord's right to recover the balance of such rent or pursue any other
remedy in this Lease provided.
42. Special Provisions: See Page 6A, Attached hereto and made a part
hereof.
EXECUTED as of the date first above written
Brokers and fees to be paid by Landlord:
Brants Realtors, Inc. - Xxxx Xxxxxx--4.5%
Huff, Brous, XxXxxxxx & Xxxxxxx, Inc.--2.0%
LANDLORD: AEtna Life Insurance Company
By: /s/ Xxx Xxxxxx
----------------------------------
Xxx Xxxxxx, Director
ATTEST: TENANT: Xxxxxx Methodist Fort Worth,
a Texas Non-Profit Corporation
By: /s/ R. Xxxxxxx Xxxxxxx
----------------------------------- ----------------------------------
(Title) R. Xxxxxxx Xxxxxxx, President
(Title)
6
11
XXXXXX METHODIST FORT WORTH, A TEXAS NON-PROFIT CORPORATION
The following exhibits are attached hereto and incorporated herein:
1. Exhibit A, Page 1
2. Exhibit A, Page 2, Existing Improvements
3. Exhibit A, Page 3, Field Report
4. Exhibit A-1, Site Plan
5. Exhibit A-2, Legal Description
6. Exhibit B, Leasehold Improvements
7. Exhibit C, Rules and Regulations
8. Exhibit D, Sign Specifications
9. Exhibit G, Lease Provision
10. Exhibit H
11. Addendum to Lease Agreement -- Option to Renew
(6A)
12
ADDENDUM TO LEASE AGREEMENT
OPTION TO RENEW.
42. This Lease shall automatically be extended for two (2) additional terms
of five (5) years each upon all the same terms and conditions as herein
contained, except rent and this option to renew, unless Landlord receives
ninety (90) days written notice from Tenant prior to the expiration of the
initial term, or any renewal term, that Tenant has elected to vacate the
premises. In the event Tenant does not deliver such notice, this Lease shall
automatically be extended without the necessity of execution of any further
instrument or document. However, if at either the date of expiration of the
original or any renewal term of this Lease, Tenant is in default, beyond any
grace period herein provided in the performance of any of the terms or
provisions of this Lease, the extension of the term shall be and become null
and void.
Except as otherwise provided in the immediately preceding paragraph, the monthly
rental for the two five (5) year renewal terms will be increased by the
percentage by which the Consumer Price Index for the last month of the preceding
term exceeds the Consumer Price Index for the month in which the preceding term
began. The increase in the monthly rental payment will be determined as soon as
the indices are available and will be applied retroactively to the beginning of
the applicable month. Any increase will be paid within ten (10) days of the
determination. For purposes of this paragraph, the term "Consumer Price Index"
means the Consumer Price Index - Dallas/Fort Worth Average for All Urban
Consumers - of the Untied States Bureau of Labor Statistics. If the manner in
which the Consumer Price Index is determined by the Bureau of Labor Statistics
is substantially revised, an adjustment will be made in that revised index which
would produce results equivalent, as nearly as possible, to these which would
have obtained if the Consumer Price Index had not been so revised. If the 1982 -
84 - 100 average is no longer used as an index of 100, that change will
constitute a substantial revision. If the Consumer Price Index becomes
unavailable to the public because publication is discontinued, or otherwise,
Landlord will substitute a comparable index based upon changes in the cost of
living or purchasing power of the consumer dollar published by any other
governmental agency, or, if no such index is available, then a comparable index
published by a major bank or other financial institution or by a university or a
recognized financial publication.
13
[CONCRETE LOADING SCHEMATIC]
14
EXHIBIT "A"
0000 Xxxxxx Xxxxx,
Xxxxxxxx 00
Existing Improvement
[FLOOR PLAN]
1. Landlord shall place the existing improvements outlined above in good
operating condition prior to the commencement date in accordance with the
Xxxxxx and Xxxxxxx report attached hereto as Exhibit "A", Page 3.
15
EXHIBIT "A" Page 3
R & XXXXXXX, INC
EN - PLANNERS - SURVEYORS
--------------------------------------------------------------------------------
FIELD REPORT
--------------------------------------------------------------------------------
PROJECT NAME: Xxxxxx Hospital Lease in River Bend PROJECT NO: 9113501F
PRESENT: XxXxxxx Xxxxxxx, Jr., P.E. DATE: 9/16/91
--------------------------------------------------------------------------------
The present lease space appears to have been vacant for some time. It is a
single-story office/warehouse building that has been finished out as 100%
office space. The ceiling has been insulated by laying bat insulation on
the lay in tiles. The only visible damage is to the ceiling tile from roof
leaks.
The HVAC system consists of 8 split system heat pumps with auxiliary
electrical heat. There are three 4 ton units, two 7 ton units, and three 3
ton units for a total of 35 tons. Two of the fan coil units are "twined" to
form one single unit supplying the space with seven zones of control. The
equipment manufacturer is Lennox with the exception of the three ton fan
coil units which are by First Company.
The ductwork is fiber board with flex duct taps out to the diffusers, which
is standard construction for this type of speculative building. There were
no obvious holes or loose duct taps. It should be brought to the hospitals'
attention that this duct system is internally lined and will absorb
contaminants which pass through the filtering system.
The electrical breakers serving the air conditioning system were in the off
position. The units are controlled by programmable thermostats with battery
back up. When power was restored to the units and the thermostats reset the
units would not function due to battery failure. The units appeared to be
in good condition with average maintenance. The filters were dirty and
there were some build up of dirt on the face of the coils, but nothing
severe. The units should be started up, the refigerant charge checked,
filters changed, belt drives changed, coils cleaned, and all amp draws
checked.
The water was turned off to the building. The plumbing fixtures were dirty,
but in decent condition. One flush valve was hung open which was draining
the building water piping. Each rest room block as an electric water heater
mounted on a platform above the ceiling. These heaters might be damaged if
they were operated dry. The rest room exhaust fans had been left on to
ventilate the rest rooms. One of the fans in the women's toilet room
sounded like it had developed bearing problems. One of the room exhaust
fans had fallen from the ceiling along with a water damaged ceiling tile.
The lease space is served by three 225 amp 120/240 volt electrical panels.
The building ground system is bonded to the leaving side of the water
heater. This connection should be moved to the cold water side of the
heater. A phone board was in place at the lease. No other obvious defects
in the electrical system were noted.
--------------------------------------------------------------------------------
REPORTED BY: XxXxxxx Xxxxxxx
--------------------------------------------------------------------------------
MW/ml
91133501.11
cc: Correspondence
RECEIVED SEP 19 1991
1100 MACON ST./FORT WORTH, TX 76142-4570/(000) 000-0000
MAILING ADDR./P.O. XXX 0000/XXXX XXXXX, XX 00000-0000
XXXX XXXXX - XXXXXXX - DALLAS - TEXAS
FORT XXXXX, FLORIDA
16
EXHIBIT A-1
[SITE PLAN]
17
LEGAL DESCRIPTION
Name and Address of Project.
1. Xxxxxx & Xxxxxx - Xxxxx 0, Xxxxxxxx 00
0000-0000 X. Xxxx 000 Xxxxx
Xxxx Xxxxx, Xxxxx
2. Xxxxxx & Xxxxxx - Xxxxx 0, Xxxxxxxx 00
0000-0000 Xxxxxx Xxxxx
Xxxx Xxxxx, Xxxxx
3. Xxxxxx & Xxxxxx - Xxxxx 0, Xxxxxxxx 00
0000-0000 Xxxxxx Xxxxx
Xxxx Xxxxx, Xxxxx
4. Xxxxxx & Xxxxxx - Xxxxx 0, Building 24-
0000-0000 Xxxxxx Xxxxx
Xxxx Xxxxx, Xxxxx
5. Xxxxxx & Xxxxxx - Xxxxx 0, Xxxxxxxx 00
0000-0000 Xxxxxx Xxxxx
Xxxx Xxxxx, Xxxxx
6. Xxxxxx & Xxxxxx - Xxxxx 0, Xxxxxxxx 00
0000-0000 X. Xxxx 000 Xxxxx
Xxxx Xxxxx, Xxxxx
7. Xxxxxx & Xxxxxx - Xxxxx 0, Xxxxxxxx 00
0000 Xxxxxxxxx Xxxxx
0000-0000 Xxxxxx Xxxxx
Xxxx Xxxxx, Xxxxx
8. Xxxxxx & Xxxxxx - Xxxxx 0, Xxxxxxxx 00
0000-0000 Xxxxxxxxx Xxxxx
0000-0000 Xxxxxx Xxxxx
Xxxx Xxxxx, Xxxxx
9. Xxxxxx & Xxxxxx - Xxxxx 0, Xxxxxxxx 00
0000 Xxxxxxxxx Xxxxx
0000-0000 Xxxxxx Xxxxx
Xxxx Xxxxx, Xxxxx
10. Xxxxxx & Xxxxxx - Phase 6, Building 30
0000-0000 Xxxxxxxxx Xxxxx
0000-0000 Xxxxxx Xxxxx
Xxxx Xxxxx, Xxxxx
11. Xxxxxx & Xxxxxx - Xxxxx 0, Xxxxxxxx 00
0000-0000 Xxxxxx Xxxxx
Xxxx Xxxxx, Xxxxx
12. Xxxxxx & Xxxxxx - Xxxxx 0, Xxxxxxxx 00
0000-0000 X. Xxxx 000 X
Xxxx Xxxxx, Xxxxx
18
EXHIBIT "B"
LEASEHOLD IMPROVEMENTS
1. To be attached at a later date.
2. A. The Leasehold Improvements shall be at the Tenant's sole cost
and expense and shall be approved by Landlord in writing prior
to being constructed, which approval shall not be unreasonably
withheld. Tenant shall install, furnish and perform, in
compliance with all federal, state and local laws, rules and
regulations, the Tenant's Work (herein so called) as specified
in Plans and Specifications (herein so called) delivered by
Tenant to Landlord. Such Plans and Specifications shall
incorporate all of Tenant's finish out requirements. Landlord
shall review and make any objections to the Plans and
Specifications within five (5) days of receipt. If Landlord does
not make any objections, the Plans and Specifications shall be
deemed approved. If Landlord timely delivers objections to
Tenant, Tenant shall revise the Plans and Specifications within
five (5) days of receipt of such objections, and resubmit the
Plans and Specifications to Landlord for approval. Landlord
shall have five (5) days to approve the revised Plans and
Specifications. If Landlord delivers additional objections to
Tenant within such five (5) day period, Tenant may elect to
either terminate this Lease or cure such objections within five
(5) days of receipt of such objections. If Landlord does not
make any additional objections, the Plans and Specifications
shall be deemed to be approved.
B. Tenant shall make or cause all Tenant's Work to be constructed
in a good and workmanlike manner using materials comparable to
that of similar leasehold improvements in the project.
C. Any change orders shall be with the consent of Landlord (not to
be unreasonably withheld).
D. Tenant agrees to require any contractors or subcontractors
having employees to carry workmans compensation and commercial
General Liability Insurance.
19
EXHIBIT "C"
RULES AND REGULATIONS
1. Sidewalks, doorways, vestibules, halls, stairways and similar
areas shall not be obstructed by tenants or their offices, agents, servants,
and employees, or used for any purpose other than ingress and egress to and from
the leased premises and for going from one part of the Building to another part
of the Building.
2. Plumbing fixtures and appliances shall be used only for the
purposes for which constructed, and no sweepings, rubbish, tags or other
unsuitable materials shall be thrown or placed therein. Any stoppage or damage
resulting to any such fixtures or appliances from misuse on the part of a
tenant or such tenant's officers, agents, servants, and employees shall be paid
by such tenant.
3. No signs, posters, advertisements, or notices shall be painted
or affixed on any of the windows or doors, or other part of the Building,
except of such color, size and style and in such places, as shall be first
approved in writing by the Landlord. No nails, hooks or screws shall be driven
in to or inserted in any part of the Building, except by building maintenance
personnel or as directed by the Landlord, provided, Tenant may hang pictures on
the walls of the premises and otherwise decorate the premises in accordance
with normal commercial business offices.
4. Directories will be placed by the Landlord, at Landlord's own
expense, in conspicuous places in the Building. No other directories shall be
permitted.
5. Tenants shall not do anything, or permit anything to be done,
in or about the Building, or bring or keep anything therein, that will in any
way increase the possibility of fire or other casualty or obstruct or interfere
with the rights of, or other wise injure or annoy, other tenants, or do
anything in conflict with the valid pertinent laws, rules and regulations of
any governmental authority.
6. Landlord shall have the power to prescribe the weight and
position of safes or other heavy equipment, which may overstress any portion of
the floor. All damage done to the Building by the improper placing of heavy
items which overstress the floor will be repaired at the sole expense of the
tenant.
7. A tenant shall notify the Landlord when safes or other
equipment are to be taken into or out of the Building. Moving of such items
shall be done under the supervision of the Landlord after receiving written
permission from him.
8. Each tenant shall cooperate with Building employees in keeping
premises neat and clean.
9. No birds, animals or reptiles, or any other creatures, shall be
brought into or kept in or about the building.
10. Should a tenant require telegraphic, telephonic, annunciator or
any other communication service, the Landlord will direct the electricians and
installers where and how the wires are to be introduced and placed, and none
shall be introduced or placed except as the Landlord shall direct.
11. No Access to Roof. Tenant shall have no right of access on the
roof of the Premises of the Building and shall not install, repair, place or
replace any aerial, fan, air conditioner or other device on the roof of the
Premises or the Building without the prior written consent of Landlord. Any
aerial, fan, air conditioner or device installed without such written consent
shall be subject to removal, at Tenant's expense, without notice, at any time.
12. Tenants shall not make or permit any improper noises in the
Building, or otherwise interfere in any way with other tenants, or persons
having business with them.
13. No equipment of any kind shall be operated on the leased
premises that could in any way annoy any other tenant in the Building without
written consent of the Landlord.
14. Tenants shall not use or keep in the Building any inflammable
or explosive fluid or substance, or any illuminating material, unless it is
battery powered, UL, approved.
15. The Landlord has the right to evacuate the Building in event of
emergency or catastrophe.
16. The Landlord reserves the right to rescind any of these Rules
and make such other and further Rules and Regulations in the judgment of
Landlord shall from time to time be needed for the safety, protection, care and
cleanliness of the Building, operations thereof, the preservation of good order
therein, and the protection and comfort of its tenants, their agents, employees
and invoices, which rules when made and notice thereof given to a tenant shall
be binding upon him in like manner as originally herein prescribed. In the
event of any conflict, inconsistency, or other differences between the terms
and provisions of these Rules and Regulations, as now or hereafter in effect
and the terms and provisions of any lease now or hereafter in effect between
Landlord and any tenant in the Building. Landlord shall have the right to rely
on the term or provision in either such case or such Rules and Regulations
which is most restrictive on such tenant and most favorable to Landlord.
17. Notwithstanding the provisions of this Exhibit "C", Tenant may
store and use the materials described on Exhibit "G" on the Premises, as such
list is amended from time to time by written agreement of Landlord and Tenant.
20
EXHIBIT "D"
SIGN SPECIFICATIONS
A. Type of Sign
Individual letters, each letter to be mounted directly onto the wall.
B. Size of Sign
Maximum letter size is 24", minimum letter size is 12", Multiple rows
are not to exceed 28" total height including space.
Overall length cannot exceed 75% of frontage measurement.
Example: 40 ft. frontage is allowed 30 ft.
Not to exceed 50 feet.
Size must conform to city requirements.
C. Style, Colors and Materials
Helvetica medium, all upper case.
All electrical wiring to be insulated or run in greenfield.
D. Placement and installation
Sign shall be centered on upper facia of building as shown on
attachment.
Transformers to be behind facia.
Final electrical hook-up to be performed by licensed electrician
approved by landlord.
E. Number of Signs and Logos
If lease space fronts on more than one side, another sign may be
allowed on other wall, and size of sign will be determined by that wall
on which it is mounted. Generally speaking, one sign will be allowed.
Logos subject to landlord and architects' approval.
Important
Sign drawings must be submitted for landlord and architects' written
approval before fabrication.
Purpose
Our purpose is providing the tenants with these requirements is to
create a good business image and give the impression of quality and
professionalism.
21
EXHIBIT "E"
None
22
EXHIBIT "F"
None
23
EXHIBIT "G"
LEASE PROVISION
PAGE 1
A. COMPLIANCE WITH ENVIRONMENTAL LAWS:
1. Except as provided in Subsection A (2) below, Tenant covenants and agrees
to not-use, or not permit any subtenant, licensee, concessionaire,
employee, agent or invitee to use, any portion of the Premises or the
Project for the use, placement, storage, transporting, manufacture,
disposal or handling of any Hazardous or Toxic Materials, as defined by
Environmental Laws. The term "Environmental Laws" shall refer to all
federal, state and local laws, regulations, and ordinances that relate to
the use, discharge, generation, removal, disposal, storage or
transportation of substance deemed hazardous to the environment. In the
event Tenant discovers any Hazardous or Toxic Materials on the Premises,
Tenant shall immediately notify Landlord of such fact. Tenant shall
disclose to Landlord in writing the release of any Hazardous or Toxic
Materials on the Premises or any portion of the Project; such disclosure
shall be in writing and shall be made with in twenty-four (24) hours of
said release. Tenant shall not attempt any removal, abatement or
remediation of any Hazardous or Toxic Materials in the Premises, without
first obtaining the prior written consent of Landlord, which consent may
be specifically conditioned on Landlord's right to approve the scope,
timing and techniques of any such work and the appointment of all
contractors, engineers, inspectors and consultants in connection with any
such work. Tenant covenants that any remediation shall be in compliance
with Environmental Laws.
2. Tenant covenants to give Landlord written notice prior to Tenant's
introduction, use, transportation, storage, disposal or discharge of any
Hazardous or Toxic Materials in, on, to, under or around the Premises or
Project. To the extent permitted by Environmental Laws or other applicable
laws, and provided that the requisite permits have been first obtained,
Tenant may use and dispose of the following solvents on the Premises as
described below, without giving Landlord further notice of such use and
disposal:
Solvent Volume Used Disposal
------- ----------- --------
1. METHANAL 14.4L/Mo Evap/Sink
2. ETHANOL 2.0L/Mo Evap/Sink
3. N-BUTYL CHLORIDE 6L/Mo Evap/Sink
4. METHYLENE CHLORIDE 4L/Mo Evap/Sink
5. CHLOROFORM 3.2L/Mo Evap/Sink
6. HEXANE 1.5L/Mo Evap/Sink
7. ETHYL ACETATE 0.3L/Mo Evap/Sink
8. ACETONE 0.1L/Mo Evap/Sink
9. ISOPROPANOL 0.1L/Mo Evap/Sink
10. DERIVATIZING REAGENTS 0.04L/Mo Evap/Sink
3. Tenant shall indemnify and defend Landlord, its shareholders, directors,
officers, employees and agents, and hold them harmless, from and against
any liability, loss, cost, or expense (including remediation costs,
reasonable attorneys' fees and expenses and court costs) arising out of
(i) the use, placement, storage, manufacture, disposal, discharge,
handling, removal,
24
Cont'd Exhibit "G"
Page 2
transportation or abatement of any Hazardous or Toxic Materials
by or for Tenant or Tenant's subtenants, licensees or
concessionaires, or any of their respective employees, agents
or invitees and/or (ii) arising out of any breach by Tenant of
its obligations under this Exhibit "G" of the Lease. This
provision shall survive termination of the lease.
B. MEDICAL WASTE
In the event Tenant generates any medical waste (as may be defined by
any governmental entity), then Tenant shall be responsible for its
proper disposal (including compliance with any governmental laws, rules
and regulations governing same) at Tenant's sole cost and expense.
Tenant covenants to indemnify and defend Landlord, its shareholders,
directors, officers, employees and agents and hold them harmless, from
any liability, loss, cost or expense (including attorney fees, expenses
and court costs) arising from Tenant's branch of this Section B. This
provision shall survive termination of the Lease.
25
EXHIBIT "H"
Alterations and Improvements: Title to the following furniture fixtures and
equipment shall not revert to Landlord at termination of the Lease, but shall
remain in Tenant;
1) Casements, cabinets and other furniture provided by or
constructed at Tenant's expense;
2) Fume hoods and flammable storage lockers installed by Tenant;
3) Walk-in refrigerator/freezer units installed by Tenant;
4) Computer systems and movable instrumentation utilized by Tenant
in the performance of its business
5) Movable furniture and fixtures not permanently affixed to the
building
6) Electronic door and security system
Upon termination of this Lease, Tenant will remove the above items in a good
workmanlike manner so as not to damage the premises or the primary structure
or structural qualities of the building, the plumbing, electrical lines or
other utilities, and repair any damages caused by any such removal.
[INITIAL HERE SYMBOL]
26
ASSIGNMENT OF LEASE
NAMES OF PARTIES
THIS ASSIGNMENT OF LEASE ("Assignment") is made between Xxxxxx
Methodist Fort Worth, a Texas non-profit corporation, called Assignor in this
Assignment, and Pharmchem Laboratories, Inc., a California corporation, called
the Assignee in this Assignment.
RECITALS
WHEREAS an Office/Showroom/Warehouse Lease Agreement ("Lease") was
executed on October 24, 1991 to 1996, between AEtna Life Insurance Company, as
the Lessor, and the Assignor, as Lessee, by the terms of which 9,000 square
feet in the Xxxxxxxxx Xxxxxxxxx 00-00 and 38 (the "Property") was leased to the
Assignor as Lessee for a term of sixty (60) months; and
WHEREAS the Assignor now desires to assign the Lease, a true and
correct copy of which is attached hereto as Exhibit "A" to the Assignee, and
the Assignee desires to accept the assignment:
ASSIGNMENT
In consideration of the sum of Ten and No/100 Dollars ($10.00), receipt
of which is acknowledged by this Assignment, and the agreement of the Assignor
and the Assignee set forth below, the Assignor assigns to the Assignee and the
Assignee's successors and assigns all right, title, and interest in and to the
Lease. The Assignee accepts the assignment and, in addition, expressly assumes
and agrees to perform and fulfill all the terms, covenants, conditions and
obligations required by the Assignor as the Lessee under the Lease, including
the making of all payments due to or payable on behalf of the Lessor when due
and payable.
HOLD HARMLESS
Assignor shall indemnify, defend and hold harmless Assignee and its
directors, officers, employees, agents and shareholders from any and all
claims, liabilities, damages, deficiencies, costs and expenses, including
reasonable attorneys', accountants' and expert witness' fees, costs and
expenses of investigation and the cost of expenses of enforcing the
indemnification (collectively, "Losses") arising out of or relating to the
Lease, including, without limitation, any Loss occurring as a result of the
release, emission, use, storage, manufacture, transport or discharge of
hazardous materials on or about the Property, prior to the date of the closing
of the Asset Purchase Agreement (as hereinafter defined).
-1-
27
Assignee shall indemnify, defend and hold harmless Assignor and its
directors, officers, employees, agents and shareholders from any and all Losses
arising out of or relating to the Lease, including, without limitation, any
Loss occurring as a result of the release, emission, use, storage, manufacture,
transport or discharge of hazardous materials on or about the Property, after
the date of the closing of the Asset Purchase Agreement.
Assignor and Assignee acknowledge that the indemnification contained
herein is not intended to limit the rights or liabilities of the parties set
forth by the Asset Purchase Agreement executed by Assignor and Assignee on
September 25, 1992.
BINDING ON SUCCESSORS
This agreement shall be binding on and inure to the benefit of the
parties to this Assignment, their successors and assigns.
Executed to be effective as of the 25th day of September, 1992.
ASSIGNOR:
XXXXXX METHODIST FORT WORTH
By:
-------------------------------
Printed Name:
---------------------
Title: Vice President
----------------------------
0000 Xxxxxxxxxxxx Xxxxxx
Xxxx Xxxxx, Xxxxx 00000
ASSIGNEE:
PHARMCHEM LABORATORIES, INC.
By: /s/ Xxxxx X. Xxxxxx
-------------------------------
Printed Name: Xxxxx X. Xxxxxx
---------------------
Title: Vice President
----------------------------
0000-X X'Xxxxx Xxxxx
Xxxxx Xxxx, Xxxxxxxxxx 00000
-2-
28
CONSENT OF LESSOR
The undersigned is the Lessor in the Lease described in the foregoing
Assignment. The undersigned consents to the assignment of the Lease to
Pharmchem Laboratories, Inc., and expressly releases the Lessee from any
further liability or obligation under the terms of the Lease subject to the
following terms and conditions:
(1) Assignment of the Lease by Assignor to Assignee with no
modification of terms, except as provided in Item (4) below;
(2) That Assignor is released from all of its liabilities and
obligations under the Lease upon assumption of the Lease by
Assignee, except that the 1992 year end reconciliation charges
applicable over and above the expense stop specifically called out
in Paragraph 4, Rental Escalation, of the Lease shall be due and
owing by Assignor for the time period preceding the assumption of
the Lease;
(3) Waiver by Lessor of its right under Section 12(b) of the Lease to
terminate the Lease and renegotiate new terms with Assignee; and
(4) Lessor grants Assignee a "right of first refusal" for the
immediately adjacent 6,000 square feet (Suites 7610 and 7612) under
terms reasonably acceptable to Lessor and Assignee.
Executed this 17th day of November, 1992.
LESSOR:
AETNA LIFE INSURANCE COMPANY
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------------
Printed Name: Xxxxxx X. Xxxxxx
---------------------------------------
Title: Investment Officer
---------------------------------------
00000 Xxxxxxx Xxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
-3-
