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EXHIBIT 10.14
SUGAR CREEK NATIONAL BANK BUILDING
LEASE AGREEMENT
SUGAR CREEK NATIONAL BANK BUILDING
THE STATE OF TEXAS)
COUNTY OF FORT BEND)
This Lease, made and entered into on the 7th day of August, 1992, by and
between XXXXX LAND PLAZA BUILDING CORPORATION, a Texas Corporation, (the
"Landlord") and MEDICAL SOLUTIONS, INC., (the "Tenant");
WITNESSETH:
In consideration of the mutual covenants set forth herein, Landlord and
Tenant hereby agree as follows:
PREMISES 1. Landlord hereby leases to Tenant and Tenant hereby leases from
Landlord for the rental and on the terms and conditions hereinafter set forth
7,929 square feet of Rentable Area (defined in Paragraph 7) in the SUGAR
CREEK NATIONAL BANK BUILDING which shall include all improvements (the
"Building") on land located in Sugar Land, Fort Bend County, Texas, (the
"Land") which land is more particularly described in Exhibit A hereto, which
space (the "Premises"), less the common areas described in Paragraph 7 below
included within the Rentable Area for the Premises) is designated by the area
outlined in red on Exhibit B hereto. The Premises includes space between the
top surface of the floor slab of the area outlined and finished surface of
the ceiling immediately above and all Tenant Improvements (defined in
Paragraph 10) constructed within this space.
AUTHORIZED 2. Tenant shall have the right to occupy and use the Premises for
USE general business office purposes, or any other related use which may be
deemed proper by the Landlord.
TERM 3. Subject to and upon the terms and conditions set forth in the
Lease, this Lease shall be in force for a term (the "Term") of three (3)
(1) Tenant shall be entitled years beginning on the 15th day of September, 1992 (the "Commencement Date")
to One (1) Renewal Option for and ending on the 30th day of September, 1995. (1)
Three (3) additional years at
Market Rates and the Right of
First Refusal to immediately
adjacent Space on the eighth
floor.
RENT 4. Tenant shall pay to Landlord as rent (the "Rent") for the initial
month beginning on the 1st DAY OF OCTOBER, 1992 and each month thereafter
during the Term the sum of EIGHT THOUSAND NINE HUNDRED TWENTY AND 12/100
($8,920.12) per month, subject to adjustment as hereinafter provided.
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ADJUSTMENT 5. In the event that the Operating Expenses (defined in Paragraph 8)
OF RENT during any Operating Period (an Operating Period being defined as each six
(6) calendar months beginning January I and ending June 30 and beginning July
1 and ending December 31 of each year during the Term, the first Operating
Period for purposes of this Lease beginning on the January 1 or July 1
(1) 1992 Base Year immediately preceding the Commencement Date) shall exceed, on an annualized
basis, $ (1) per year per square foot of Rentable Area of the Building,
Tenant shall pay to Landlord, as additional rent for the Operating Period or
Periods, the amount of such excess multiplied by the number of square feet of
Rentable Area of the Premises, as set forth in Paragraph 1. For all
calculations pursuant to the provisions of this Lease, the Rentable Area of
the Building shall be deemed to be 196,690 square feet. If the Term
commences or expires on other than the beginning date of any Operating
Period, the amount of additional rent shall be reduced in proportion to the
number of days of any such Operating Period not included within the Term.
Landlord shall have the right to collect monthly from Tenant the
escalations owed or to be owed by Tenant under this paragraph, said monthly
payments to be in such amounts as are estimated by Landlord in its sole
discretion. The monthly payment shall be due and payable at the same time as
the Rent provided for in Paragraph 4 is due and payable. Landlord shall,
within the period of one hundred twenty (120) days after the close of any
such Operating Period for which additional rent may be due under the
provisions of this paragraph, give written notice thereof to Tenant, which
notice shall also contain or be accompanied by a statement of the Operating
Expenses during such Operating Period, and by a computation of such
additional rent. Failure of Landlord to give Tenant said notice within said
time period shall not be a waiver of Landlord's right to collect said
additional rent. When the Landlord presents Tenant with a statement of
amounts due by Tenant for any escalation set out in this paragraph, Tenant
shall pay Landlord the difference between its proportionate share of said
escalation and the amount of monthly payments made by Tenant attributable to
said escalation, or Tenant shall receive a credit therefor if said escalation
is less than the amount of monthly payments collected by Landlord
attributable to said escalation, said credit to be applied to future monthly
payments attributable to future escalations.
PAYMENT 6. On or before the first day of each calendar month during the Term
OF RENT hereof, Tenant shall pay to Landlord for such month the Rent then in effect.
All such payments shall be paid to Landlord in lawful money of the United
States of America at the address of Landlord shown herein or to such other
party or to such other place as Landlord may designate from time to time in a
written notice to Tenant. If this Lease commences or terminates on any day
other than the first or last day of a .calendar month, the Rent due hereunder
shall be prorated except as otherwise provided in this Lease.
RENTABLE 7. The Rentable Area for a full floor of the Building shall be the
AREA area bounded by the exterior Building walls (measured to the interior surface
of the glass windows on such floors that do not have balconies, and on such
floors that have balconies, to the interior surface of the balcony wall),
including the area used for elevator lobbies, corridors, special stairways,
restrooms, atriums, mechanical rooms, telephone closets, and the structural
columns of the Building and all vertical penetrations for the special use of
Tenant but excluding the area used for Building stairs, vertical ducts,
elevator shafts, flues, vents, stacks, and pipe shafts; and with respect to
the second floor of the Building, one-half ( 1/2) of the Bank Atrium footage
(deemed to be 2,200 square feet). The Rentable Area for the
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Premises shall be the total Rentable Area calculated for the floor or floors
to be occupied by Tenant; or where only a portion of a floor is to be
occupied, the Rentable Area for the Premises shall be the area calculated
within the boundaries defined by any exterior Building walls bounding the
Premises (measured to the interior surface of the glass windows or the
interior surface of the balcony wall, as the case may be), the center line of
any common walls separating the Premises from area leased or to be leased to
other tenants and the exterior of any walls separating the Premises from any
public corridors or other public or common areas on such floors plus a pro
rata portion of the area used for elevator lobbies, corridors, rest rooms,
atriums, mechanical rooms and telephone closets.
OPERATING 8. "Operating Expenses," as used in this Lease, refers to the
EXPENSES aggregate of all expenses, costs and disbursements of every kind and nature
relating to or incurred or paid during any Operating Period in connection
with the ownership, operation and maintenance of the Building, Land,
equipment, fixtures, and facilities used in connection therewith, including,
but not limited to wages and salaries of all employees directly engaged in
the operation, maintenance or security of the Building and Land, including
taxes, insurance and benefits relating thereto; the cost of all labor,
supplies, materials and tools used in the operation and maintenance of the
Building and Land; management fees (not exceeding the industry standard of
similar buildings in Xxxxxx County, Texas); the cost of all accounting
expenses incurred in connection with the ownership and operation of the
Building and Land; the cost of all utilities for the Building and Land,
including, but not limited to, the cost of water and sewer services and power
for heating, lighting, air conditioning and ventilating; the cost of all
maintenance and service agreements for the Building, Land and equipment
therein or thereon, including, but not limited to, security service, window
cleaning, elevator maintenance and janitorial service; the cost of all
insurance relating to the Building and Land, including, but not limited to,
the cost of casualty, rental abatement and liability insurance applicable to
the Building, Land and Landlord's personal property used in connection
therewith; Taxes (defined in Paragraph 9); the cost of all license and permit
fees; the cost of repairs, refurbishing, restoration and general maintenance;
a reasonable amortization charge on account of any capital expenditure
incurred (i) to comply with any governmental rule, regulation, law or
otherwise, or (ii) to effect a reduction in the Operating Expenses of the
Building or Land; and, all other items constituting operating and maintenance
costs in connection with the Building and Land according to generally
accepted accounting principles. Except as specifically provided in the
immediately preceding sentence, Operating Expenses shall not include the
following: (i) depreciation, (ii) leasing commissions, (iii) repairs and
restorations paid for by the proceeds of any insurance policy or (iv)
construction of improvements of a capital nature, (v) ground rent, (vi)
income and franchise taxes other than that portion, if any, of income and
franchise taxes which may hereafter be assessed and paid in lieu of or as a
substitute in whole or in part for Taxes. If less than 95% of the Rentable
Area of the Building is actually occupied during any Operating Period,
Operating Expenses shall be the amount that such Operating Expenses would
have been for such Operating Period had 95% of the Rentable Area of the
Building been occupied during all such Operating Period, as determined by
Landlord. Tenant, at its cost, shall have the right to inspect, in
Landlord's offices, during Landlord's usual business hours, within the sixty
(60)-day period following delivery of the statement referred to in
Paragraph 5 herein, Landlord's records of the Operating Expenses referred to
in such statement. If within such sixty (60)-day period neither party hereto
delivers to the other party a notice referring in reasonable
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detail to one or more errors in such statement, it shall be deemed
conclusively that the information set forth in such statement is correct.
TAXES 9. Where used in this Lease, the term "Taxes" means all ad valorem
taxes, personal property taxes, and all other taxes, assessments, use and
occupancy taxes, transit taxes, water and sewer charges, excises, levies,
license and permit fees and all other similar charges, if any, which are
levied, assessed, or imposed upon or become due and payable in connection
with, or a lien upon, the Land, the Building or facilities used in connection
therewith, and all taxes of whatsoever nature that are imposed in
substitution for or in lieu of any of the taxes, assessments, or other
charges included in this definition of Taxes; provided, however, Taxes shall
not include the portion, if any, of ad valorem taxes against the Premises
that is paid by tenants as a separate charge pursuant to Paragraph 19 of this
Lease.
TENANT 10. The Premises shall be deemed ready for occupancy when offered by
IMPROVEMENTS Landlord to Tenant with doors, floor coverings, ceilings, walls, window
coverings, lighting, heating, cooling, ventilating, water, electrical and
other interior treatments, fittings, furnishings and fixtures ("Tenant
Improvements") substantially completed and accepted by Tenant; Landlord and
Tenant have agreed upon the various "Building Standard Improvements" (defined
in Exhibit C) and any other special additional improvements ("Special Tenant
Improvements"), which shall be required. All such Tenant Improvements shall
be fully described by approved plans and specifications prepared pursuant to
a separate written agreement ("Work Letter Agreement") signed by Landlord and
Tenant. Upon Tenant's taking possession, the Premises, including any Tenant
Improvements to be completed by Landlord, shall be deemed satisfactorily
completed unless otherwise expressly agreed in writing by both parties.
COMPLETION 11. If the Premises are not ready for occupancy by the Commencement
OF TENANT Date because Tenant Improvements have not been completed, the obligations of
IMPROVEMENTS Landlord and Tenant under this Lease shall nevertheless continue in full
AND force and effect and the Rent shall commence on the earlier of (i) the
COMMENCEMENT Commencement Date if occupancy is delayed due to Tenant's failure to furnish
OF RENT information or complete work which Tenant has agreed to provide within the
time agreed upon in the Work Letter Agreement and/or if delay of occupancy is
occasioned by special orders from Tenant, or (ii) the date the Premises are
ready for occupancy if the delay is due to Landlord's failure to complete
work which Landlord has agreed to provide under the terms of the Work Letter
Agreement and, in such event, abatement of Rent shall constitute full
settlement of all claims that Tenant might otherwise have against Landlord by
reason of the Premises not being ready for occupancy at the Commencement
Date.
MAINTENANCE 12. Landlord shall provide all normal maintenance and repair of the
AND REPAIR exterior and the structural portions of the Building and common areas, such
as lobbies, stairs, corridors, rest rooms, roof, elevators, escalators, and
shall provide painting of partitions and refinishing of doors in the Premises
included in the Building Standard Improvements at times when the Landlord, in
its discretion, deems it appropriate for the continued use and enjoyment of
the Premises. Landlord shall not have any obligation to maintain, repair, or
replace any Tenant Improvements, except the portions thereof included in
Building Standard Improvements. Except to the extent that Landlord is
obligated to furnish maintenance, repair and painting of portions of the
Premises pursuant to this Paragraph and to repair damage by fire or other
casualty pursuant to Paragraph 22,
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Tenant, at its sole cost, shall maintain and repair the Premises and
otherwise keep the Premises in good order and repair, but all workmen,
artisans and contractors employed for such purposes shall be obtained through
or specifically approved by Landlord prior to the commencement of any work on
the Premises.
LANDLORD'S 13. Landlord, at its cost, shall furnish the Premises with (i) cleaning
SERVICES and janitorial services (defined in Exhibit D), (ii) hot and cold domestic
water at those points of supply provided for general use of other tenants in
the building and electricity ( 110 volt current) for normal office uses,
(iii) elevator service at the times and frequency required, in Landlord's
judgment, for normal business use of the Premises by Tenant pursuant hereto,
(iv) lamp and ballast replacement for light fixtures included in Building
Standard Improvements, (v) heating, ventilating, and air conditioning service
between 7:00 o'clock a.m. and 7:00 o'clock p.m. on Monday through Friday, and
between 7:00 o'clock a.m. and 1:00 o'clock p.m. on Saturday, except on New
Year's Day, Memorial-Day, July 4, Labor Day, Thanksgiving Day, Christmas Day
and other holidays ("Holidays") observed from time to time by tenants
occupying a majority of the Rentable Area in the Building; however, in the
event applicable governmental laws, edicts, etc. cause normal hours to be
modified (e.g., Federal Energy Plan), then such heating, ventilating and air
conditioning service shall be changed to be in compliance with such
promulgations. Landlord shall furnish heating, ventilating and air
conditioning and cooling service on days and at times other than those
referred to in subsection (v) above provided Tenant requests such service a
reasonable time in advance and agrees in writing to bear all core to Landlord
thereof. Landlord shall not be liable for any damages, directly or
indirectly, resulting from, nor shall any Rent be abated by reason of, the
installation, use or interruption of use of any equipment in connection with
the furnishing of any of the foregoing services, or failure to furnish or
delay in furnishing any such service when such failure or delay is caused by
accident or any other occurrence or condition beyond the reasonable control
of Landlord or by the making of necessary repairs or improvements to the
Premises or to the Building. The failure to furnish any of such services
shall not be construed as an eviction of Tenant or relieve Tenant from the
duty of observing and performing any of its obligations under this Lease
unless such failure substantially handicaps, impedes or impairs the normal
use of the Premises by Tenant for the purposes authorized in this Lease and
unless within a reasonable time after delivery to Landlord by Tenant of a
written notice setting forth in reasonable detail a description of the
services not so furnished, Landlord fails to commence curing any such failure
or thereafter fails to continue the curing thereof with appropriate diligence
and speed under the circumstances until cured.
PROHIBITED 14. Tenant shall not use or permit any other party to use all or any
USE part of the premises for any purpose whatsoever not authorized in Paragraph 2
of this Lease. Tenant shall not do or permit anything to be done in or about
the Building nor bring or keep or permit anything to be brought to or kept
therein, which is prohibited by or which will in any way conflict with any
law, statute, ordinance or governmental rule or regulation now in force or
hereafter enacted or promulgated, or which is prohibited by any standard form
of fire insurance policy or which will in any way increase the existing rate
of or affect any fire or other insurance which Landlord carries upon the
Building or any of its contents, or cause a cancellation of any insurance
policy covering the Building or any part thereof or any of its contents.
Tenant shall not do or permit anything to be done in or about the Premises
which will in any way obstruct or interfere with the rights of other tenants
of the Building, or injure or annoy them or use or allow the Premises to be
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used for any unlawful or objectionable purpose. Tenant shall not cause,
maintain or permit any nuisance in, on, or about the Premises or Building or
commit or suffer to be committed any waste to, in, on or about the Premises
or Building.
RULES AND 15. Tenant shall perform and comply with the Rules and Regulations of
REGULATIONS the Building set out in Exhibit E and, upon written notice thereof, all other
OF BUILDING rules and regulations with respect to safety care, cleanliness, and
preservation of good order in the Building that may be established from time
to time by Landlord for tenants of the Building. Landlord shall not have any
liability to Tenant for any failure of any other tenants of the Building to
comply with such Rules and Regulations.
COMPLIANCE 16. Tenant shall, at its sole cost and expense, promptly comply with
WITH LAWS all laws, statutes, ordinances and governmental rules, regulations or
AND OTHER requirements now in force or which may hereafter be in force, with the
REGULATIONS requirements of any board of fire underwriters or other similar body now or
hereafter constituted, and with any directive or occupancy certificate issued
pursuant to any law by any public officer or officers insofar as any thereof
relate to or affect the condition, use or occupancy of the Premises,
excluding requirements of structural changes not resulting from Special
Tenant Improvements or acts of Tenant.
ALTERATIONS 17. Tenant shall not make any alterations or additions to the Tenant
AND ADDITIONS Improvements, Premises or Building, except with the prior written consent of
the Landlord. All Tenant Improvements, alterations and additions to the
Tenant Improvements, to the Premises and to the Building shall be the
property of the Landlord and shall not be removed by Tenant either during or
after the end of the Term without the express written approval of Landlord.
Tenant shall not be entitled to any reimbursement or compensation resulting
from its payment of the cost of constructing all or any portion of the Tenant
Improvements or any alterations or additions thereto unless otherwise
expressly agreed by Landlord in writing. Tenant shall not permit any
mechanics', materialmen's or other liens to be fixed or placed against the
Premises or the Building or the Land and agrees immediately to discharge
(either by payment or by filing of the necessary bond, or otherwise) any
mechanics', materialmen's or other lien which is allegedly fixed or placed
against any of the foregoing.
TENANT'S 18. Except for desk or table mounted typewriters, adding machines,
EQUIPMENT office calculators, dictation equipment and other similar office equipment,
AND Tenant shall not install within the Premises any fixtures, equipment,
INSTALLATIONS facilities, or other improvements until the plans therefor have been approved
by Landlord and shall not, without the specific written consent of Landlord
and Tenant's written agreement to pay additional costs, install or maintain
any apparatus or devices within the Premises which will increase the usage of
electrical power, water or gas for the Premises to an amount greater than
would be normally required for general office use.
TAXES ON 19. Tenant shall pay all ad valorem and similar taxes or assessments
PERSONALTY levied upon or applicable to all equipment, fixtures, furniture, and other
AND TENANT property placed by Tenant in the Premises and all license and other fees or
IMPROVEMENTS charges imposed on the business conducted by Tenant on the Premises. If the
Tenant Improvements do not consist entirely of Building Standard Improvements
and Landlord shall be required to pay a higher ad valorem tax with respect to
the Building than would have been payable had the Tenant Improvements
consisted entirely of Building Standard Improvements, Tenant shall pay to
Landlord, within thirty (30) days after
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demand, the amount by which the ad valorem taxes payable by Landlord with
respect to the Building for the tax period exceed the amount of ad valorem
taxes that otherwise would have been payable by Landlord.
LANDLORD'S 20. Landlord shall have the right, at all reasonable times during the
ACCESS Term, to enter the Premises and to inspect the condition thereof, to show the
Premises to prospective new tenants, to determine if Tenant is performing its
obligations under this Lease, and to perform the services or to make the
repairs and restoration that Landlord is obligated or elects to perform or
furnish under this Lease, to make repairs to adjoining space, to cure any
defaults of Tenant hereunder that Landlord elects to cure, and to remove from
the Premises any improvements thereto or property placed herein in violation
of this Lease.
INSURANCE 21. Landlord shall maintain, during the Term of this Lease fire and
extended coverage insurance ("Insurance") insuring the Building and Premises,
but excluding Tenant's goods, furniture or property of Tenant's Improvements
not consisting wholly of Building Standard Improvements placed in the
Premises, against damage or loss from fire or other casualty normally insured
against under the terms of standard policies of fire and extended coverage
insurance. Tenant shall be responsible for providing, at Tenant's own
expense, all insurance coverage necessary for the protection against loss or
damage from fire or other casualty of Tenant's goods, furniture, Tenant's
Improvements not consisting wholly of Building Standard Improvements, or
other property placed in the Premises.
FIRE OR OTHER 22. If the Premises or the Building is damaged or destroyed, in whole
CASUALTY or in part, by fire or other casualty at any time during the Term, and if,
after such damage or destruction, Tenant is not able to use the portion of
the Premises not damaged or destroyed to substantially the same extent and
for substantially the same purpose as Tenant used the Premises prior thereto,
then unless such damage or destruction is the result of the negligence or
willful misconduct of Tenant, within thirty (30) days after delivery to
Landlord by Tenant of a written notice describing in reasonable detail such
damage or destruction, Landlord shall give Tenant a written notice setting
forth Landlord's election, either to (i) terminate this Lease, or (ii)
restore or replace the damaged or destroyed portion to substantially the same
condition that existed immediately prior to such damage or destruction. If
Landlord does not elect to proceed under the foregoing subsection (ii), it
shall be deemed that it has elected to terminate this Lease pursuant to the
foregoing subsection (i). If such damage or destruction occurs, then, unless
such damage or destruction is the result of the negligence or willful
misconduct of Tenant, the Rent shall be abated for the period and
proportionately to the extent that after such damage or destruction Tenant is
not able to use the portion of the Premises damaged or destroyed to
substantially the same extent and for substantially the same purposes as
Tenant used the Premises prior thereto. If Landlord elects to restore or
replace the damaged or destroyed portions of the Premises or Building, this
Lease shall continue in full force and effect in accordance with the terms.
hereof except for the rent abatement referred to above (if applicable) and
except that the Term shall be extended by a length of time equal to the
period beginning on the date of such damage or destruction and ending upon
completion of such restoration or replacement. If Landlord elects to restore
or replace the damaged or destroyed portions of the Premises or Building,
such restoration or replacement shall be made within a reasonable 90 days or
less time subject to delays arising from Acts of God, shortages of labor or
materials, war, or other similar or dissimilar conditions or events beyond
the reasonable control of Landlord. If
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Landlord elects to terminate this Lease, this Lease shall terminate on the
last day of the month next following the end of the thirty (30)-day period
referred to above.
WAIVER 23. Anything in this Lease to the contrary notwithstanding, each party
OF hereto releases and waives all claims, rights of recovery, and causes of
CLAIMS action that either such party or any party claiming by, through, or under
such party by subrogation or otherwise may now or hereafter have against the
other party or any of the other party's directors, officers, partners,
employees, or agents for any loss or damage that may occur to the Building,
Premises, Tenant Improvements, or any of the contents of any of the foregoing
by reason of fire, Act of God, the elements, or any other cause, excluding
gross negligence or willful misconduct but including negligence of the
parties hereto or their directors, officers, partners, employees, or agents
that could have been insured against under the terms of standard fire and
extended coverage insurance policies. Landlord shall not be liable to Tenant
for any inconvenience or loss to Tenant in connection with any of the repair,
maintenance, damages, destruction, restoration, or replacement referred to in
this Lease. Landlord shall not be obligated to insure any of the Tenant
Improvements not consisting wholly of Building Standard Improvements or any
of Tenant's goods, furniture, or other property placed in or incorporated in
the Building and, except with respect to the portion of the Tenant
Improvements that Landlord is expressly obligated to repair, maintain or
replace pursuant to the provisions of Paragraph 12 hereof, Landlord shall not
be obligated to repair, maintain, restore, or replace or otherwise be liable
for any damage to or destruction of any of the foregoing.
INDEMNITY 24. Except for the claims, rights of recovery and causes of action that
Landlord has released and waived pursuant to Paragraph 23 hereof, Tenant
shall indemnify and hold harmless Landlord and Landlord's agents, directors,
officers, partners, employees, invitees, and contractors, from all claims,
losses, costs damages, or expenses (including, but not limited to, attorneys'
fees) resulting or arising from any and all injuries to, including death of,
any person or damage to any property, caused by any act, omission, or neglect
of Tenant or Tenant's directors, officers, employees, agents, invitees, or
guests, or any parties contracting with Tenant relating to the Premises.
Landlord shall not be liable for any damage of any kind or for any damage to
property, death or injury to persons from any cause whatsoever by reason of
the use and occupancy of the Building by Tenant. Landlord shall not be
liable to Tenant and Tenant hereby waives all claims against Landlord or
Landlord's directors, officers, partners, employees, or agents for any damage
or loss of any kind, for direct damages, consequential damages, loss of
profits, business interruption, and for any damage to property, death or
injury to persons from any cause whatsoever, including, but not limited to,
acts of other tenants, vandalism, loss of trade secrets or other confidential
information, any damage, loss or injury caused by a defect in the Premises or
the Building, pipes, air conditioning, heating, plumbing, or by water leakage
of any kind from the roof, walls, windows, or other portion of the Premises
or the Building, or caused by electricity, gas, oil, fire or any other cause
in, on, or about the Premises, Building, or Land or any part thereof, unless
caused solely by the willful misconduct or negligence of Landlord. During
the term of this Lease, Tenant, at its sole cost, shall obtain and maintain
with insurance companies approved by Landlord, comprehensive public liability
insurance including property damage insuring Tenant, Landlord and Landlord's
designees, if any, against liability for injury to persons or property
occurring in or about the Premises or arising out of the ownership,
maintenance, use or occupancy thereof The liability under such
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insurance shall not be less than $500,000.00 for any one person injured
and/or killed and not less 100,000.00 for any one accident and not less than
$100,000.00 for personal property damage per accident, all such amounts to be
increased if, in the reasonable judgment of Landlord, any such increase is
necessary for Landlord's protection. A certificate of such insurance shall be
furnished to Landlord, and such policy shall provide that it may not be
altered or cancelled without ten (10) days' notice being first given to
Landlord.
NON-WAIVER 25. No consent or waiver, express or implied, by Landlord to or of any
breach in the performance or observance by Tenant of any of its obligations
under this Lease shall be construed as or constitute a consent or waiver to
or of any other breach in the performance or observance by Tenant of such
obligation or any other obligations of Tenant. Neither the acceptance by
Landlord of any Rent or other payment hereunder, whether or not any default
hereunder by Tenant is then known to Landlord, nor any custom or practice
followed in connection with this Lease shall constitute a waiver of any of
Tenant's obligations under this Lease. Failure by Landlord to complain of
any action or non-action on the part of Tenant or to declare Tenant in
default, irrespective of how long such failure may continue, shall not be
deemed to be a waiver by Landlord of any of its rights hereunder. Time is of
the essence with respect to the performance of every obligation of Tenant
under this Lease in which time of performance is a factor. Except where
expressly provided herein to the contrary, all Rent and other amounts payable
by Tenant under this Lease shall be paid without abatement, offset,
counterclaim, or diminution to any extent whatsoever. Except for the
execution and delivery of a written agreement expressly accepting surrender
of the Premises, no act taken or failed to be taken by Landlord shall be
deemed an acceptance of surrender of the Premises.
QUIET 26. Provided Tenant has performed all its obligations under this Lease,
POSSESSION including, but not limited to, the payment of Rent and all other sums due
hereunder, Tenant shall peaceably and quietly hold and enjoy the Premises for
the Term, subject to the provisions and conditions set forth in this Lease.
NOTICES 27. Each Notice required or permitted to be given hereunder by one
party to the other shall be in writing, with a statement therein to the
effect that notice is given pursuant to this Lease, and the same shall be
given and shall be deemed to have been delivered, served and given if placed
in the United States mail, postage prepaid, by United States registered or
certified mail, return receipt requested, addressed to such party at the
address provided for such party herein. Any notices to the Landlord shall be
addressed and given to Landlord as follows:
SUGAR LAND PLAZA BUILDING CORPORATION
Sugar Creek Boulevard at Xxxxxxxxx Xxxxxxx
Xxxxx Xxxx, Xxxxx 00000
Prior to the Commencement Date, the address for notices to Tenant shall
be the address set forth for Tenant on the signature page of this Lease;
after the Commencement Date, the address for Tenant shall be the Premises.
The address stated above shall be effective for all notices to the respective
parties until written notice of a change in address is given pursuant to the
provisions hereof.
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LANDLORD'S 28. If Landlord fails to perform any of its obligations under this
FAILURE Lease, Landlord shall not be in default hereunder and Tenant shall not have
TO PERFORM any rights or remedies growing out of such failure, unless Tenant gives
Landlord written notice thereof setting forth in reasonable detail the nature
and extent of such failure and such failure by Landlord is not cured within
the thirty (30)-day period following delivery of such notice or such longer
period therefor provided elsewhere in this Lease. If such failure cannot
reasonably be cured within such thirty (30)-day period, the length of such
period shall be extended for the period reasonably required therefor if
Landlord commences curing such failure within such thirty (30)-day period and
continues the curing thereof with reasonable diligence and continuity.
TENANT'S 29. If Tenant fails to perform any one or more of its obligations
FAILURE hereunder, in addition to the other rights of Landlord hereunder, Landlord
TO PERFORM shall have the right, but not the obligation, to perform all or any part of
such obligations of Tenant. Upon receipt of a demand therefor from Landlord,
Tenant shall reimburse Landlord for (i) the cost to Landlord of performing
such obligations and a reasonable profit and overhead, plus (ii) interest
thereon at the then maximum legal rate from the date of demand. If the
obligation so performed by Landlord involves any repair or maintenance or the
removing by Landlord of any improvements to or use of the Premises not
authorized by this Lease, such reasonable profit and overhead shall be ten
percent (10%) of the cost to Landlord of performing such obligation.
ACT OF 30. The term "Act of Default" refers to the occurrence of any one or
DEFAULT more of the following: (i) failure of Tenant to pay when due any Rent or
other amount required to be paid under this Lease; or (ii) failure of Tenant
after thirty (30) days written notice from Landlord of Tenant's default in
the performance of any of Tenant's obligations, covenants or agreements under
this Lease, to do, observe, keep and perform with diligence and continuity
any of such obligations, covenants, or agreements; or (iii) the adjudication
of Tenant to be a bankrupt; or (iv) the filing by Tenant of a voluntary
petition in bankruptcy, receivership, or other related or similar
proceedings; or (v) the making by Tenant of a general assignment for the
benefit of its creditors; or (vi) the appointment of a receiver of Tenant's
interests in the Premises in any action, suit or proceeding by or against
Tenant's interest in the Premises or by or against Tenant; or (vii) any other
voluntary or involuntary proceedings instituted by or against Tenant under
any bankruptcy or similar laws, unless the occurrence of any such involuntary
receivership or proceeding is cured by the same being dismissed or stayed
within sixty (60) days thereafter; or (viii) the failure of Tenant to
discharge any judgment against Tenant within sixty (60) days after such
judgment becomes final; or (ix) the sale or attempted sale under execution or
other legal process of the interest of Tenant in the Premises, or (x)
abandonment of the Premises for any period of time consisting of thirty (30)
consecutive days.
RIGHTS UPON 31. If an Act of Default occurs, Landlord at any time thereafter prior
DEFAULT to the curing of such Act of Default and without waiving any other rights
herein available to Landlord at law or in equity, may either terminate this
Lease or terminate Tenant's right to possession without terminating the
Lease, whichever Landlord elects. In either event, Landlord may, without
additional notice and without court proceedings, reenter and repossess the
Premises, and remove all persons and property therefrom using such force as
may be necessary, and Tenant hereby waives any claim arising by reason
thereof or by reason of issuance of any
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distress warrant and agrees to hold Landlord harmless from any such claims.
If Landlord elects to terminate this Lease, it may treat the Act of Default
as an entire breach of this Lease and Tenant immediately shall become liable
to Landlord for damages for the entire breach in an amount equal to the
amount by which (i) the total Rent (being the Rent set forth in Paragraph 4
hereof as adjusted pursuant to Paragraph 5 hereof for any increase and
estimated increase in Operating Expenses which would be payable by Tenant
during the unexpired balance of the Term) and all other payments due for the
balance of the Term is in excess of (ii) the fair market rental value of the
Premises for the balance of the Term as of the time of default, both
discounted at the rate of 6% per annum to the then present value. If
Landlord elects to terminate Tenant's right to possession of the Premises
without terminating the Lease, Landlord may rent the Premises or any part
thereof for the account of Tenant to any person or persons for such rent and
for such terms and other conditions as Landlord deems practical, and Tenant
shall be liable to Landlord for the amount, if any, by which the total rent
and all other payments herein provided for the unexpired balance of the Term
exceed the net amount, if any, received by Landlord from such re-renting,
being the gross amount so received by Landlord less the cost of repossession,
re-renting, remodeling and other expenses. Such sum or sums shall be paid by
Tenant in monthly installments on the first day of each month of the Term.
In no case shall Landlord be liable for failure to re-rent the Premises or
collect the rental due under such re-renting. If Landlord elects to
terminate Tenant's right to possession without terminating the Lease,
Landlord shall have the right at any time thereafter to terminate this Lease,
whereupon the foregoing provisions with respect to termination will
thereafter apply. If an Act of Default occurs or in case of any holding over
or possession by Tenant of the Premises after the expiration or termination
of this Lease, Tenant shall reimburse Landlord on demand for all costs
incurred by Landlord in connection therewith including, but not limited to,
reasonable attorney's fees, court costs and related costs plus interest
thereon at the then maximum legal rate from the date such costs are paid by
Landlord. Actions by Landlord to collect amounts due from Tenant as provided
in this Paragraph 31 may be brought at any time, and from time to time, on
one or more occasions, without the necessity of Landlord's waiting until the
termination of this Lease.
SURRENDER 32. On the last day of the Term, or upon the earlier termination of
this Lease, Tenant shall peaceably and quietly surrender the Premises to
Landlord, broom clean, in good order, repair and condition at least equal to
the condition when delivered to Tenant, excepting only fair wear and tear
resulting from normal use and damage by fire or other casualty covered by the
Insurance carried by Landlord. Prior to the surrender of the Premises to
Landlord, Tenant, at its sole cost and expense, shall remove all liens and
other encumbrances which may have resulted from the acts or omissions of
Tenant. If Tenant fails to do any of the foregoing, Landlord, in addition to
other remedies available to it at law or in equity, may, without notice,
enter upon, reenter, possess and repossess itself thereof, by force, summary
proceedings, ejectment, or otherwise, and may dispossess and remove Tenant
and all persons and property from the Premises; and Tenant waives any and all
damages or claims for damages as a result thereof. Such dispossession and
removal of Tenant shall not constitute a waiver by Landlord of any claims by
Landlord against Tenant.
HOLDING 33. If Tenant does not surrender possession of the Premises at the end
OVER of the Term, or upon earlier termination of this Lease, at the election of
Landlord, Tenant shall be a tenant-at-sufferance of Landlord and the Rent and
other
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payments due during the period of such holdover shall be two times the amount
set forth above in effect immediately prior to the end of the Term or
termination of this Lease.
REMOVAL OF 34. Tenant shall retain the ownership of all movable equipment,
TENANT'S furniture, and supplies placed in or on the Premises by Tenant and shall have
PROPERTY the right to remove such movable equipment, furniture, and supplies prior to
termination of this Lease provided that no Act of Default has been committed
by Tenant which has not been fully cured in a manner acceptable to Landlord
and further provided that Tenant repairs any injury to the Premises or the
Building resulting from such removal. Unless Tenant has made prior
arrangements with Landlord and Landlord has agreed in writing to permit
Tenant to leave such equipment, furniture or supplies on the Premises for an
agreed period, if Tenant does not remove such movable equipment, furniture
and supplies prior to such termination, then, in addition to its other
remedies at law or in equity, Landlord shall have the right to have such
items removed and stored and all damage to the Premises or Building resulting
therefrom repaired at the cost of Tenant or elect that such movable
equipment, furniture and supplies automatically become the property of the
Landlord upon termination of this Lease, and, in the latter case, Tenant
shall not have any further right with respect thereto or for reimbursement
therefor.
LIENS 35. Tenant shall not permit any mechanics', materialmen's or other
liens to be fixed or placed against the Premises or the Building or the Land,
and agrees immediately to discharge (either by payment or by filing of the
necessary bond, or otherwise) any mechanics', materialmen's or other lien
which is allegedly fixed or placed against any of the foregoing. In addition
to and cumulative of Landlord's statutory lien.
INTEREST 36. All amounts of money payable by Tenant to Landlord under this
Lease, if not paid when due, shall bear interest from the date due until paid
at the then maximum legal rate.
ASSIGNMENT 37. Landlord shall have the right to transfer and assign in whole or in
AND SUBLETTING part, by operation of law or otherwise, its rights and obligations hereunder
whenever Landlord, in its sole judgment, deems it appropriate without any
liability to Tenant and Tenant shall attorn to any party to which Landlord
transfers the Building. Tenant shall not assign or otherwise transfer,
mortgage, pledge, hypothecate or otherwise encumber this Lease, or any
interest herein, and shall not sublet the Premises or any part thereof, or
any right or privilege appurtenant thereto, or permit any other party to
occupy or use the Premises, or any portion thereof, without the express
written consent of Landlord, which consent shall not be unreasonably
withheld. Any such consent by Landlord shall not release Tenant from any of
Tenant's obligations hereunder or be deemed to be a consent to any subsequent
assignment, subletting, occupation or use by another person. Subject to the
foregoing, the rights and obligations of the parties hereunder shall inure to
the benefit of and being binding on the parties hereto and their respective
successors, assigns, heirs, and legal representatives.
MERGER OF 38. The voluntary or other surrender of this Lease by Tenant, or a
ESTATES mutual cancellation thereof, shall not work a merger and shall, at the option
of Landlord, terminate all or any existing subleases or subtenancies, or may,
at the option of Landlord, operate as an assignment to it of Tenant's
interest in any or all such subleases or subtenancies.
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LANDLORD'S 39. Any provisions of this Lease to the contrary notwithstanding, Tenant
LIABILITY hereby agrees that no personal or corporate liability of any kind or
character whatsoever now attaches or at any time hereafter under any
condition shall attach to Landlord for payment of any amounts payable under
this Lease or for the performance of any obligation under this Lease. The
exclusive remedies of Tenant for the failure of Landlord to perform any of
its obligations under this Lease shall be to proceed against the interest of
Landlord in and to the Building.
LIGHT 40. Neither diminution nor shutting off of light or air or both nor any
AND AIR other effect on the Premises by any structure erected or condition now or
hereafter existing on lands adjacent to the Building shall effect this Lease,
xxxxx Rent, or otherwise impose any liability on Landlord.
CONDEMNATION 41. If all or more than twenty-five percent (25%) of the interest in
the Premises shall be taken as a result of the exercise of the power of
eminent domain, this Lease shall terminate as to the part so taken as of the
date of taking. If more than 25% of the interest in the Premises or if a
substantial portion of the Building is so taken, either Landlord or Tenant
shall have the right to terminate this Lease as to the balance of the
Premises by written notice to the other within thirty (30) days after the
date of taking, provided, however, that a condition to the exercise by Tenant
of such right to terminate shall be that the portion of the Premises or
Building taken shall be of such extent and nature as to substantially
handicap, impede or impair Tenant's use of the Premises or the balance of the
Premises remaining. In the event of any taking, Landlord shall be entitled
to any and all compensation, damages, income, rent and awards with respect
thereto, except for an award, if any, specified by the condemning authority
for any property that Tenant has the right to remove upon termination of this
Lease. Tenant shall have no claim against Landlord for the value of any
unexpired Term. In the event of a partial taking of the Premises which does
not result in a termination of this Lease, the Rent thereafter to be paid
shall be equitably reduced by being proportionately reduced as to the square
footage so taken.
SUBORDINATION 42. The rights and interests of Tenant under this Lease and in and to
the Premises shall be subject and subordinate to first deeds of trust,
mortgages, and other security instruments and to all renewals, modifications,
consolidations, replacements and extensions thereof (the "Security
Documents") heretofore or hereafter executed by Landlord covering the
Premises, the Building and the Land, or any parts thereof, to the same extent
as if the Security Documents had been executed, delivered and recorded prior
to the execution of this Lease. After the delivery to Tenant of a notice
from Landlord that it has entered into one or more Security Documents, then,
during the term of such Security Documents, Tenant shall deliver to the
holder or holders of all Security Documents a copy of all notices to Landlord
and shall grant to such holder or holders the right to cure all defaults, if
any, of Landlord hereunder within the same time period provided in this Lease
for curing such defaults by Landlord and, except with the prior written
consent of the holder of the Security Documents, shall not (i) amend this
Lease, (ii) surrender or terminate this Lease, except pursuant to a right to
terminate expressly set forth in this Lease, or (iii) pay any Rent more than
one month in advance or pay any Rent or other amounts payable hereunder other
than in strict accordance with the terms hereof. The provisions of this
subsection shaft be self-operative and shall not require further agreement by
Tenant, however, at the request of Landlord, Tenant shall execute such
further documents as may be
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required to evidence and set forth for the benefit of the holder of any
Security Documents the obligations of Tenant hereunder. At any time and from
time to time upon not less than ten (10) days' prior notice by Landlord,
Tenant shall execute, acknowledge and deliver to the Landlord a statement of
the Tenant, in writing, 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 modified and stating the modifications, if any), and
stating whether or not to the best knowledge of Tenant the Landlord is in
default in the keeping, observance or performance of any covenant, agreement,
term, provision or condition contained in this Lease and, if so, specifying
each such default of which Tenant may have knowledge, it being intended that
any such statement may be relied upon by any prospective purchaser, tenant,
mortgagee or assignee of any mortgage of the Building or of the Landlord's
interest therein.
LEGAL 43. This Lease and the rights and obligations of the parties hereto
INTERPRETATION shall be interpreted, construed, and enforced in accordance with the laws of
the State of Texas. The determination that one or more provisions of this
Lease is invalid, void, illegal or unenforceable shall not affect or
invalidate the remainder. All obligations of either party requiring any
performance after the expiration of the Term shall survive the expiration of
the Term and shall be fully enforceable in accordance with those provisions
pertaining thereto. If the rights of the Tenant hereunder are owned by two
or more parties, or two or more parties are designated herein as Tenant, then
all such parties shall be jointly and severally liable for the obligations of
Tenant hereunder. Paragraph titles appearing in the margins are for
convenient reference only and shall not be used to interpret or limit the
meaning of any provision of this Lease.
USE OF 44. Tenant shall not have the right to use the name SUGAR CREEK
NAMES NATIONAL BANK BUILDING except in connection with giving the address of
Tenant, and then such terms cannot be emphasized or displayed with more
prominence than the rest of such address. Landlord shall have the right to
change the name of the Building whenever Landlord in its sole judgment deems
appropriate without any consent of or liability to Tenant.
WHOLE 45. No oral statements or prior written material not specifically
AGREEMENT incorporated herein shall be of any force or effect. Tenant agrees that in
entering into and taking this Lease, it relies solely upon the
representations and agreements contained in this Lease and no others. This
Lease, including the Exhibits which are attached hereto and a part hereof for
all purposes, constitutes the whole agreement of the parties and shall in no
way be conditioned, modified or supplemented, except by a written agreement
executed by and delivered to both parties.
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THENCE South 72 degrees 26'06" West, 31.26 feet
to a 3/4 inch iron rod in a curve concave to the
West, a radial to said 4 inch iron rod bears
North 85 degrees 13'09" East, 1,271.99 feet;
THENCE Northerly 9.70 feet along said 1,271.99
foot curve through a central angle of 00 degrees
26'13" to a 3/4 inch iron rod at a point of
tangency;
THENCE North 5 degrees 13'03" West, 195.00 feet
to a 3/4 inch iron rod set for corner, said
corner being at the beginning of a curve concave
to the West, a radial line to said corner bears
North 84 degrees 46'56" East, 495.00 feet;
THENCE Northerly 20.43 feet along said 495.00
foot radius curve through a central angle of 02
degrees 21'54" to a 3/4 inch iron rod set for
corner,
THENCE North 23 degrees 55'00" East, 18.66 feet
to a 3/4 inch iron rod set for corner, said
corner being a point in a curve concave South, a
radial fine to said corner bears North 32
degrees 19'08" West, 334.94 feet;
THENCE Easterly, 165.38 feet along said 334.94
foot radius curve through a central angle of 28
degrees 17'25" to a 3/4 inch iron rod set for
corner;
THENCE South 53 degrees 58'08" East, 15.89 feet
to a 3/4 inch iron rod set for corner in the
West right-of-way line of said Sugar Creek
Boulevard, said corner being in a curve concave
East, a radial line to said corner bears South
74 degrees 44'13" West, 1,221.28 feet;
THENCE Southerly, 570.42 feet coincident with
Southwest right-of-way line of Sugar Creek
Boulevard along said 1,221.28 foot radius curve,
through a central angle of 26 degrees 45'40" to
a 5/8 inch iron rod found for corner;
THENCE South 03 degrees 27'55" West, 56.45 feet
coincident with a West line of said Parcel 128
to the PLACE OF BEGINNING, containing 4.4677
acres of land.
SAVE AND EXCEPT THE FOLLOWING DESCRIBED 0.8951
ACRE TRACT:
ALL that certain tract of land being 0.8951
acres, in that certain 110.95 acres tract
described in deed to Xxxx Xxxxx, et al., dated
the 18th day of January, 1971 and recorded in
Volume 539 at Page 488, et seq., (Clerk's File
Code 190280) of the Deed Records Fort Bend
County, Texas, being also in that certain 21
acres tract described in deed to Sugar Creek
Corporation dated the 31st day of August, 1976
and recorded in Volume 698 at Page 385, et seq.,
(Clerk's File Code 299678), Deed Records Fort
Bend County, Texas, all of said 0.8951 acres
tract being in the Xxxxx and Xxxxxxx Survey,
Abstract 15, Fort Bend County, Texas, being more
particularly described as follows (all bearings
are referenced to the Texas State Coordinate
System, South Central Zone and a grid bearing of
South 44 degrees 25'33" East from National
Geodetic Survey Triangulation Station Xxxxxxxx
to Xxxxxxxx Water Tank, all distances are
horizontal surface distances);
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COMMENCING at the intersection of the center
line of Sugar Creek Boulevard, (a 150 feet wide
connecting road between the Southwest Freeway
and U.S. 90-A), and the Northwest right-of-way
line of the Southwest Freeway, both roads being
described as Parcel 128 in that certain deed to
the State of Texas dated the 27th day of
December, 1967 and recorded in Volume 497 at
Page 26, et seq., (Clerk's File Code 167860 of
the Deed Records of Fort Bend County, Texas
(FDCDR). a radial line to said commencing point
bears North 41 degrees 31'35" West, 3613.89
feet;
THENCE Southwesterly 115.92 feet, more or less,
along said 3613.89 foot radius curve to a 3/4
inch iron rod set at a concrete monument a
radial fine to said 3/4 inch iron rod bears
North 43 degrees 21'51" West, 3613.89 feet;
THENCE North 3 degrees 27'55" East, 56.45 feet
coincident with a Northwest line of said Parcel
128 to a 5/8 inch iron rod found at the
beginning of a curve concave to the East, a
radial line to said 5/8 inch iron rod bears
South 47 degrees 58'33" West, 1221.28 feet;
THENCE Northerly 394.87 feet coincident with the
West right-of-way line of Sugar Creek
Boulevard, along said 1221.28 feet radius curve,
through a central angle of 18 degrees 3131" to a
3/4 inch iron rod set for corner to which a
radial line bears South 66 degrees 30'04" West,
1221.28 feet, said corner being the PLACE OF
BEGINNING of this description;
THENCE South 72'26'06' West, 228.35 feet to a
3/4 inch iron rod set for corner;
THENCE North 5 degrees 13'03" West, 155.95 feet
parallel with and 50.00 feet east of a west fine
of said 21 acres tract to a 3/4 inch iron rod
set at the beginning of a curve concave to the
west, a radial line to said 3/4 inch iron rod
bears North 84 degrees 46'56" East, 495.00 feet;
THENCE Northerly 20.43 feet along said 495.00
foot radius curve, through a central angle of 2
degrees 21'54" to a 3/4 inch iron rod set for
corner;
THENCE North 23 degrees 55'00" East, 18.66 feet
to a 3/4 inch iron rod set for corner, said
corner being a point in a curve concave South, a
radial line to said corner bears North 32
degrees 19'08" West, 334.94 feet;
THENCE Easterly 165.38 feet along said 334.94
foot radius curve, through a central angle of 28
degrees 17'25" to a 3/4 inch iron rod set for
corner;
THENCE South 53 degrees 58'08" East, 15.89 feet
to a 3/4 inch iron rod set for corner in the
West right-of-way line of said Sugar Creek
Boulevard being in a curve concave to the East,
a radial line to said corner bears South 74
degrees 44'13" West, 1,221.28 feet;
THENCE Southerly 175.55 feet coincident with the
west right-of-way line of said Sugar Creek
Boulevard, along said 1,221.28 foot radius
curve, through a central angle of 8 degrees
14'09" to the PLACE OF BEGINNING, containing
0.8951 acres of land.
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EXHIBIT B
DIAGRAM OF "TYPICAL FLOOR PLAN 3-9"
1. Office Space
2. Freight Elevator
3. Electrical
4. Mechanical
5. Telephone
6. Janitor
7. Men
8. Women
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EXHIBIT C
BUILDING STANDARD IMPROVEMENTS
As used in this Lease, Building Standard Improvements shall refer to the following:
1. 660 linear feet of partitioning, painted and in place. The partitions will be 3
--- 3/4" nominal thickness, consisting of two (2) 5/8" thick, full-height gypsum
boards, attached to each side of 2 1/2" metal studs. Demising partitions
will include batt-type insulation for sound insulation purposes. One (1)
linear foot per twelve (12) square feet of Rentable Area.
2. 26 doors: Doors are to be full height solid core with non-glare laminate-clad
-- exterior finish. One (1) entry door included with additional corridor doors
as required by the Fire Code section of the applicable Building Code.
Interior doors equipped with passage sets. Corridor doors furnished with
heavy duty lockset and closers. Door stops provided for all doors. One (1)
door per three hundred (300) square feet of Rentable Area.
3. 99 light fixtures: Light Fixtures are recessed 2' x 4' ceiling mounted
-- parabolic fluorescent fixtures. One (1) fixture per eighty (80) square feet
of Rentable Area.
4. 66
-- electrical outlets: Each convenience outlet to be wall-mounted at standard
height. One (1) duplex outlet per one hundred twenty (120) square feet of
Rentable Area.
5. 38 telephone outlets: Provisions for installation of telephone outlets to be
-- wall-mounted at standard height. One (1) outlet per two hundred ten (210)
square feet of Rentable Area.
6. Ceiling Acoustical tile ceiling hung throughout Premises.
7. Carpet Building Standard carpet provided throughout office areas.
8. Window Covering Building Standard window coverings on all exterior window openings.
9. Heating, Furnish and install Landlord's Building Standard air-conditioning system
Ventilating throughout the leased premises and Air Conditioning.
and Air
Conditioning
10 Automatic Fire Furnish and install Building Standard automatic fire sprinkler system
Sprinkler System through out the leased premises, not to exceed one sprinkler head per one
hundred forty-five (145) square feet of Rentable Area.
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EXHIBIT D
CLEANING AND JANITORIAL SERVICES
NIGHTLY 1. Empty, clean and damp dust all waste receptacles, wash as necessary.
CLEANING 2. Empty and clean all ash trays.
3. Vacuum all rugs and carpeted areas.
4. Dust furniture, files, fixtures, etc.
5. Damp wipe and polish all glass furniture tops.
6. Remove finger marks and smudges from vertical surfaces.
7. Clean all water coolers.
8. Sweep all private stairways nightly, vacuum if carpeted.
9. Damp mop spillage in office and public areas as required.
10 .Damp dust all telephones as necessary.
WASH ROOMS 1. Damp mop, rinse and dry floors nightly.
(NIGHTLY) 2. Scrub floors as necessary.
3. Clean all mirrors, bright work and enameled surfaces nightly.
4. Wash and disinfect all fixtures.
5. Damp wipe and disinfect all partitions, tile walls, etc.
6. Empty and sanitize all receptacles.
7. Fill toilet tissue, soap, towel, and sanitary napkin dispensers.
8. Clean flushometers and other metal work.
9. Wash and polish all wall partitions, tile walls and enamel surfaces from
trim to floor monthly.
10. Vacuum all louvers, ventilating grilles and dust light fixtures monthly.
FLOORS 1. Ceramic tile, marble and terrazzo floors to be swept and buffed nightly and washed
or scrubbed as necessary.
2. Vinyl asbestos floors and bases to be swept nightly.
3. Tile floors to be waxed and buffed monthly.
4. All carpeted areas and rugs to be vacuum cleaned nightly.
5. Carpet shampooing will be performed at Tenant's request and billed to Tenant.
GLASS 1. Clean all perimeter windows quarterly, inside and outside.
2. Clean glass entrance doors and adjacent glass panels nightly.
3. Clean partition glass and interior glass doors quarterly.
HAND DUSTING 1. Dust and wipe clean all closet shelving when empty.
(QUARTERLY) 2. Dust all picture frames, charts, graphs, etc.
3. Dust clean all vertical surfaces.
4. Damp dust all ceiling air conditioning diffusers.
5. Dust the exterior surfaces of lighting fixtures.
DAY SERVICE 1. Check men's washrooms for toilet tissue replacement.
2. Check ladies' washrooms for toilet tissue and sanitary napkin replacements.
3. Supply toilet tissue, soap and towels in men's and ladies' washrooms.
Anything hereinabove to the contrary notwithstanding, it is understood that no services of the character provided for in this
Exhibit shall be per- formed on Saturdays, Sundays or Holidays defined in this Lease.
20
EXHIBIT E
RULES AND REGULATIONS OF BUILDING
RULES AND 1. Landlord will provide and maintain a directory for all tenants of the
REGULATIONS Building. No signs, advertisements or notices visible to the general
public shall be permitted within the Building unless first approved in
writing by Landlord.
2. Sidewalks, doorways, vestibules, halls, stairways and other similar areas
shall not be obstructed by tenants or used by any tenant for any purpose
other than ingress and egress to and from the leased premises and for
going from one to another part of the Building.
3. Corridor doors, when not in use, shall be kept closed.
4. Plumbing fixtures and appliances shall be used only for the purposes for
which designed, and no sweepings, rubbish, rags or other unsuitable
material shall be thrown or placed therein. Damage resulting to any such
fixtures or appliances from misuse by a tenant shall be paid by tenant.
5. Landlord shall provide all locks for doors into each tenant's leased
area, and no tenant shall place any additional lock or locks on any door
in its leased area without Landlord's prior written consent. Two keys
for each lock on the doors in each tenant's leased area shall be finished
by Landlord. Additional keys shall be made available to tenants at
tenant's cost. Tenants shall not have any duplicate keys made except by
Landlord.
6. Electric current shall not be used for cooking, or heating without
Landlord's prior written permission.
7. All tenants will refer all contractors, contractors' representatives and
installation technicians who are to perform any work within the Building
to Landlord for Landlord's supervision, approval and control before the
performance of any such work. This provision shall apply to all work
performed in the Building including, but not limited to installation of
telephones, medical type equipment, telegraph equipment, electrical
devices and attachments, and any and all installations of every nature
affecting floors, walls, woodwork, trim, windows, ceilings, equipment and
any other physical portion of the Building.
8. Movement in or out of the Building of furniture or office equipment, or
dispatch or receipt by tenants of any heavy equipment, bulky material or
merchandise shall be performed only in such manner, during such hours and
using such elevators and passageways as the Building Manager may
designate and approve in advance and, if reasonable, necessary or
appropriate in view of all the circumstances, then only upon having been
scheduled in advance with the Building Manager.
9. The location, weight and supporting devices for any medical type equipment,
safes and other heavy equipment shall in all cases be approved by
Landlord prior to initial installation or relocation.
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10. No portion of any tenant's leased area shall at any time be used for
cooking, sleeping or lodging quarters. No birds, animals or pets of
any type, with the exception of guide dogs accompanying visually
handicapped persons, shall be brought into or kept in, on or about
Tenant's leased area.
11. Tenants shall not make or permit any loud or improper noises in the
Building or otherwise interfere in any way with other tenants or
persons having business with them.
12. Each tenant shall endeavor to keep its leased area neat and clean.
Nothing shall be swept or thrown into the corridors, halls, elevator
shafts or stairways, nor shall tenants place any trash receptacles
in these areas.
13. Tenants shall not employ any person for the purpose of cleaning
other than the authorized cleaning and maintenance personnel for the
Building unless otherwise approved in writing by Landlord.
14. To insure orderly operation of the Building, Landlord reserves the
right to approve all concessionaires, vending machine operators or
other distributors of cold drinks, coffee, food or other
concessions, water, towels or newspapers.
15. Landlord shall not be responsible to the tenants, their agents,
patients, employees or invitees for any loss of money, jewelry or
other personal property from the leased premises or public areas or
for any damages to any property therein from any cause whatsoever
whether such loss or damage occurs when an area is locked against
entry or not.
16. Tenants shall exercise reasonable precautions in protection of their
personal property from loss or damage by keeping doors to unattended
areas locked. Tenants shall also report any thefts or losses to the
Building Manager and security personnel as soon as reasonably
possible after discovery and shall also notify the Building Manager
and security personnel of the presence of any persons whose conduct
is suspicious or causes a disturbance.
17. Tenants, their employees, patients, guests and invitees may be
Called upon to show suitable identification and sign a building
register when entering or leaving the Building at times other than
normal Building operating hours, and all tenants shall cooperate
fully with Building personnel in complying with such requirements.
18. Tenants shall not solicit from or circulate advertising material
among other tenants of the Building except through the regular use
of the U.S. Postal Service. Tenants shall notify the Building
Manager or the Building personnel promptly if it comes to their
attention that any unauthorized persons are soliciting from or
causing annoyance to tenants, their employees, guests or invitees.
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19. Landlord reserves the right to deny entrance to the Building or
remove any person or persons from the Building in any case where the
conduct of such person or persons involves a hazard or nuisance to
any tenant of the Building or to the public or in the event or other
emergency, riot, civil commotion or similar disturbance involving
risk to the Building, tenants or the general public.
20. Tenant shall not tamper with or attempt to adjust temperature
control thermostats in the Building. Landlord shall adjust
thermostats as required to maintain the Building at standard
temperature.
21. All requests for overtime air conditioning or heating must be
submitted in writing to the Building management office by 2:00 p.m.
on the day desired for weekday requests, by 2:00 p.m. Friday for
weekend requests, and by 2:00 p.m. on the preceding-business day for
holiday requests.
22. No flammable or explosive fluids or materials shall be kept or used
within the Budding except in areas approved by Landlord, and Tenant
shall comply with all applicable building and fire codes relating
thereto.
23. Landlord reserves the right to rescind any of these rules and
regulations and to make such other and further rules and regulations
as in its judgment shall from time to time be needful for the
safety, protection, care and cleanliness of the Building, the
operation thereof, the preservation of good order therein and the
protection and comfort of the tenants and their agents, employees
and invitees, which rules and regulations, when made and written
notice thereof is given to a tenant, shall be binding upon it in
like manner as if originally herein prescribed.
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SERVICES PROVIDED BY LANDLORD
Janitorial service five days per week,
including vacuuming and spot cleaning of
floors, dusting, trash collecting and general
cleaning to maintain a first-class standard.
All utilities, excluding that for computer
equipment and other machines of high
electrical consumption characteristics.
Taxes and insurance.
Light tube replacement and ballast
replacement and fixture cleaning for Building
Standard fixtures.
All Building Standard air-conditioning and
heating equipment maintenance.
All Building Standard electrical, mechanical
or plumbing maintenance.
Rest room supplies including paper towels and
soap.
Window cleaning.
Landscape and parking area cleaning and
maintenance.
On-site maintenance man.
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RENTABLE AREA
The Rentable Area for a full floor of the
Building shall be the area bounded by the
exterior Budding walls (measured to the
interior surface of the glass windows on such
floors that do not have balconies, and on
such floors that have balconies, to the
interior surface of the balcony wall)
including the area used for elevator lobbies,
corridors, special stairways, rest rooms,
atriums, mechanical rooms, telephone closets,
and the structural columns of the Building
and all vertical penetrations for the special
use of Tenant but excluding the area used for
Building stairs, vertical ducts, elevator
shafts, flues, vents, stacks and pipe shafts
and with respect to the second floor of the
Building, one-half (1 1/2) of the Bank Atrium
footage (deemed to be 2,200 square feet).
The Rentable Area for the Premises shall be
the total Rentable Area calculated for the
floor or floors to be occupied by Tenant or
where only a portion of a floor is to be
occupied, the Rentable Area. for the Premises
shall be the area calculated within the
boundaries defined by any exterior Building
walls bounding the Premises (measured to the
interior surface of the glass windows or the
interior surface of the balcony wall, as the
case may be), the center line of any common
walls separating the Premises from area
leased or to be leased to other tenants and
the exterior of any walls separating the
Premises from any public corridors or other
public or common areas on such floors plus a
pro rata portion of the area used for
elevator lobbies, corridors, rest rooms,
atriums, mechanical rooms and telephone
closets.
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WORK LETTER AGREEMENT
MEDICAL SOLUTIONS, INC.
00000 XXXXXXXXX, XXXXX 000
XXXXXXX, XXXXX 00000-0000
Re: Lease Agreement ("Lease") dated
August ___, 1992, relating to 7,929 square
feet of Rentable Area on the eighth floor of
the SUGAR CREEK NATIONAL BANK BUILDING.**
Gentlemen:
You (hereinafter referred to as the
"Tenant") and the undersigned (hereinafter
referred to as the "Landlord") are executing,
simultaneously with this letter agreement, a
written lease covering the space referred to
above, as more particularly described in said
Lease (therein and hereinafter called the
"Premises").
To induce Landlord and Tenant to enter
into said Lease (which is hereby incorporated
by reference to the extent that the
provisions of this letter agreement may apply
thereto) and in consideration of the mutual
covenants hereinafter contained, Landlord and
Tenant mutually agree as follows:
1. Landlord agrees to provide, by Landlord's
designated Architect and/or Engineer, and
at Landlord's sole cost and expense, the
following Building Standard architectural
and mechanical drawings and
specifications (hereinafter referred to
as the "Initial Plans"), to be drawn for
the Premises on Tenant's behalf:
(a) Completed, finished and detailed
architectural drawings for Tenant's
partition layout, reflected ceiling,
telephone and electrical outlets,
and for the work to be done by
Landlord under Paragraph 2 hereof,
(b) Completed Building Standard plans
where necessary for installation of
air- conditioning, outlets and
registers, heating and electrical
facilities for the work to be done
by Landlord under Paragraph 2
hereof.
Any redrawing occasioned by Tenant after
his prior approval of the Initial Plans
and any changes in the Initial Plans
requested thereafter shall be at Tenant's
sole cost and expense. M such plans are
expressly subject to Landlord's prior
written approval, which Landlord
covenants it will not unreasonably
withhold or delay.
Tenant covenants and agrees to furnish to
Landlord all information necessary for
the preparation of the Initial Plans on
or before July 30, 1992, who will, within
thirty (30) days therefrom, complete said
plans and submit to Tenant for approval
or disapproval. Tenant will inform
-------------------
*Landlord agrees to provide turnkey construction and or modification of Suite
850 per plan prepared by Xxxxxxx xxxxxx, dated June 19, 1992, as initialed and
approved by Tenant and Landlord.
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Landlord of this approval or any
corrections of said plans within ten (10)
days after receipt thereof by Tenant.
Landlord, at its sole cost and expense,
will cause said plans to be filed with
the appropriate government agencies in
such form (building notice, alteration or
other form) as may be required. If
Tenant shall desire any additional or
non-standard work, over and above that
specified below in Paragraph 2, to be
perform d in the Premises by Landlord or
by Tenant, Tenant shall cause similar
plans and specifications for such work to
be drawn at Tenant's sole expense, either
by arranging therefor with Landlord's
Architect and/or Engineer, or by
consultants of its own selection. All
such plans and specifications for
additional or nonstandard work shall be
submitted to Landlord with Tenant's
approved and/or corrected Initial Plans
(hereinafter referred to as the "Final
Plan") for Landlord's review and
approval. Landlord reserves the right to
give directives to Tenant's Architect or
Engineer, at Tenant's expense, for the
purpose of insuring that such additional
or non-standard work conforms to the
Building Standards. Landlord covenants
it will not unreasonably withhold or
delay such review.
2. Landlord agrees to perform, at its sole
cost and expense, the following work in
the Premises, said work to be commenced
after Tenant has approved the Initial
Plans:
(a) PARTITIONING
Furnish and install Landlord's
Building Standard partitioning in
place in a ratio of one (1) linear
foot per each twelve (12) square
feet of Rentable Area.
(b) PAINTING
Paint the non-glazed portion of the
exterior walls and all Building
Standard demising and interior
partitions in Landlord's Building
Standard grade of enamel latex paint
with one (1) primer and one (1)
finish coat.
(c) DOORS, FRAMES AND HARDWARE
Furnish and install Landlord's
Building Standard full-height solid
core doors and door frames in a
ratio of one (1) door per each three
hundred (300) square feet of
Rentable Area, including corridor
doors required by the applicable
Building or Fire Codes. Interior
doors to have Building Standard
passage set hardware and corridor
doors to have Building Standard lock
sets.
(d) ELECTRICAL OUTLETS
Furnish and install Landlord's
Building Standard wall-mounted
duplex 110 volt receptacles in the
ratio of one (1) per each one
hundred twenty (120) square feet of
Rentable Area.
(e) TELEPHONE OUTLETS
Provide for the installation of
building Standard wall-mounted
telephone outlets in the ratio of
one (1) per each two hundred ten
(210) square feet of Rentable Area.
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(f) LIGHT FIXTURES
Furnish and install Landlord's Building
Standard 2' x 4' recessed parabolic
fluorescent fixtures in the ratio of
one (1) per each eighty (80) square
feet of Rentable Area.
(g) LIGHT SWITCHES
Furnish and install Landlord's Building
Standard wall switches in the ratio
of one (1) switch per each corridor
door.
(h) AUTOMATIC FIRE SPRINKLER SYSTEM
Furnish and install Building Standard
automatic fire sprinkler system
throughout the leased premises, not
to exceed one (1) sprinkler head per
one hundred forty-five (145) square
feet of Rentable Area.
(i) CEILING
Furnish and install Landlord's Building
Standard acoustical hung ceiling
throughout.
(j) CARPET AND COVE BASE
Furnish and install Landlord's Building
Standard carpeting throughout office
areas.
(k) WINDOW COVERING
Furnish and install Landlord's Building
Standard window coverings on all
exterior windows.
(1) HEATING, VENTILATING AND AIR
CONDITIONING
Furnish and install Landlord's Building
Standard air-conditioning system
throughout the leased Premises.
(m) GRAPHICS
Furnish and install Landlord's Building
Standard entry door graphics and
directory board strips.
3. If Landlord agrees to perform at Tenant's
request, and upon submission by Tenant of
necessary plans and specifications, any
additional or non-standard work over and
above that specified in Paragraph 2
hereof and associated architectural and
engineering fees, if any, such work shall
be performed by Landlord, at Tenant's
sole expense, as a Tenant extra. Prior
to commencing any such work requested by
Tenant, Landlord will submit to Tenant
written estimates of the cost of any such
work as indicated on the Final Plan. If
Tenant shall fail to approve or
disapprove any such estimate within one
(1) week from the date of submission
thereof by Landlord, then Landlord shall
be authorized to proceed thereon. Tenant
agrees to pay Landlord, promptly upon
being billed therefor, the cost of all
such work, together with twenty percent
(20%) of the cost for Landlord's
overhead; Tenant agrees that in the event
of default of payment thereof, Landlord
shall (in addition to all other remedies)
have the same rights as in the event of
default of payment of rent under said
Lease.
4. It is agreed that, notwithstanding the
date provided in said Lease for the
commencement thereof, Tenant's obligation
for the payment of rental thereunder
shall not commence until Landlord has
substantially completed
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all work to be performed by Landlord as
hereinabove set forth in Paragraph 2;
provided, however, that if Landlord shall
be delayed in substantially completing
said work as a result of:
(a) Tenant's failure to timely furnish
Landlord with the information
required to prepare the Initial
Plans, or the failure of Tenant to
timely approve the Initial Plans, or
Final Plans; or
(b) Tenant's request for materials,
finishes or installations other than
Landlord's Building Standard; or
(c) Tenant's changes in the Initial
Plans, or Final Plans; or
(d) The performance and/or completion of
said work by a person, firm or
corporation employed by Tenant; then
the commencement of the term of said
Lease and the payment of rent
thereunder shall be accelerated by
the number of days of such delay.
In addition, if Tenant fails to supply to
Landlord any of the above specified
information within twenty (20) days after
the dates so specified, Landlord may, at
its option, declare a default under said
Lease and exercise any of Landlord's
remedies for default thereunder,
including terminating said Lease. If
Landlord so terminates said Lease, Tenant
shall pay Landlord for all expenses
incurred by Landlord in preparing the
Initial Plans, and/or Final Plan, or in
preparing the premises for occupancy by
Tenant.
5. Landlord will permit Tenant and its
agents reasonable access to the Premises
during normal working hours prior to the
date specified for the commencement of
Tenant's occupancy under said Lease, in
order that Tenant may perform through its
own contractors such work and decorations
as Tenant may desire at the time that
Landlord's contractors are working in the
Premises. The foregoing license to enter
prior to the commencement of the Lease
term, however, is conditioned upon
Tenant's workmen and mechanics working in
harmony and not interfering with the
labor employed by Landlord, Landlord's
mechanics or contractors or by any ocher
Tenant or their contractor. Such license
is further conditioned upon Workmen's
Compensation and public liability
insurance and property damage insurance,
all in amounts and with companies and on
forms satisfactory to Landlord, being
provided and at all times maintained by
Tenant's contractors, engaged in the
performance of the work, and certificates
of such insurance being furnished to
Landlord prior to proceeding with the
work. If at any time such entry shall
cause disharmony or interference with
Landlord's mechanics or contractors, this
license may be withdrawn by Landlord upon
forty-eight (48) hours written notice to
Tenant. Such entry shall be deemed to be
subject to all of the terms, covenants,
provisions and conditions of said Lease
except as to the covenant to pay Rent.
Landlord shall not be liable in any way
for any injury, loss or damage which may
occur to Tenant, its employees,
contractors, agents, workmen and
mechanics, or any one-or more of them, or
to any of Tenant's decorations or
installations so made prior to
commencement of the term of the Lease,
the same being solely at Tenant's risk
and Tenant hereby agrees to indemnify and
hold Landlord harmless from any and all
claims therefor or arising therefrom.
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6. Landlord shall cause the repair or
replacement of any defects in material or
workmanship in the Landlord Improvements
and Tenant Improvements, if any,
installed by Landlord if Landlord
receives written notification of such
defect from Tenant within the period of
one (1) year after the date of
substantial completion of the Building.
Tenant's sole and exclusive remedy
against Landlord shall be for the repair
and replacement of defects of material
and workmanship as provided herein, and
Landlord shall not be responsible for any
defect of any nature in the Landlord or
Tenant Improvements installed by Landlord
of which Landlord is not so notified
within such one (1) year period.
LANDLORD MAKES NO WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO
IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE, IN
CONNECTION WITH LANDLORD IMPROVEMENTS OR
TENANT IMPROVEMENTS EXCEPT THE WARRANTIES
EXPRESSLY SET FORTH IN TIES SECTION 6.
TENANT'S SOLE REMEDY FOR THE BREACH OF
ANY APPLICABLE WARRANTY SHALL BE THE
REMEDY SET FORTH IN THIS SECTION 6.
Tenant agrees that no other remedy,
including without limitation incidental
or consequential damages for lost
profits, injury to person or property, or
any other incidental or consequent loss
shall be available to Tenant.
If the foregoing correctly sets forth
our understanding, kindly acknowledge
your approval in the space provided
below for that purpose.
Yours very truly,
SUGAR LAND PLAZA
BUILDING CORPORATION
By: /S/
-----------------------------------
"LANDLORD"
AGREED to and ACCEPTED
this 7th day of August, 1992.
By: /S/
-----------------------------------
"TENANT"
MEDICAL SOLUTIONS, INC.
By: Xxxxxxx X. Xxxxxx, President
(Name and Title of person
executing for Tenant)
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Diagram of "Sugar Creek National Bank Bldg" floor plan by Medical Solutions,
Inc.
P-64
INITIAL
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EXHIBIT A
DESCRIPTION OF THE LAND
All that certain tract of land being 4.4677 acres,
in that certain 110.95 acres tract described in
deed to Xxxx Xxxxx, et al., dated the 18th day of
January, 1971, and recorded in Volume 539 at Page
488, et seq. (Clerk's File Code 190280) of the
Deed Records of Fort Bend County, Texas, being
also in that certain 21 acres tract described in
deed to Sugar Creek Corporation dated the 31st day
of August, 1976, and recorded in Volume 698 at
Page 385, et seq. (Clerk's File Code 299678), Deed
Records Fort Bend County, Texas, all of said
4.4677 acres tract being in the Xxxxx and Xxxxxxx
Survey, Abstract 15, Fort Bend County, Texas,
being more particularly described as follows: (all
bearings are referenced to the Texas State
Coordinate System, South Central Zone and a grid
bearing of South 44 degrees 25'33" East from
National Geodetic Survey Triangulation Station
Xxxxxxxx to Xxxxxxxx Water Tank, all distances are
horizontal surface distances);
COMMENCING at the intersection of centerline of
Sugar Creek Boulevard, (a 150 feet wide connecting
road between the Southwest Freeway and U.S. 90-A),
and the Northwest right-of- way line of the
Southwest Freeway, both roads being described as
Parcel 128 in that certain deed to the State of
Texas dated the 27th day of December, 1967, and
recorded in Volume 497 at Page 26, et seq.,
(Clerk's File Code 167860 of the Deed Records of
Fort Bend County, Texas, FBCDR), said commencing
point being in a curve concave Southeast to which
a radial line to said point bears North 41 degrees
'31'35" West, 3,613.89 feet;
THENCE Southwesterly 115.92 feet, more or less,
along said curve through a central angle of 01
degrees 50'16" to a 3/4 inch iron rod set at a
concrete monument found being the PLACE OF
BEGINNING of this description, a radial line to
said 3/4 inch iron rod bears North 43 degrees
21'51" West, 3,613.89 feet.
THENCE Southwesterly 264.52 feet coincident with
Northwest right-of-way line of Southwest Freeway,
along said curve through a central angle of 04
degrees 11'38" to a 5/8 inch iron rod found for
corner;
THENCE South 85 degrees 35'10" West, 29.14 feet to
a 5/8 inch iron rod found for corner, said corner
being a point in a curve concave Southwest, a
radial line to said corner bears North 40 degrees
13'00" East, 1,555.00 feet;
THENCE Northwesterly, 268.99 feet along said
curve through a central angle of 09 degrees 54'40"
to a 3/4 inch iron rod set for corner, said corner
being a point in a curve concave West, a radial
line to said corner bears South 80 degrees 59'34"
East, 1,271.99 feet;
THENCE Northerly, 109.50 feet along said 1,271.99
foot curve through a central angle of 4 degrees
55'57" to a 3/4 inch iron rod set for corner;
THENCE North 42 degrees 26'06" East, 103.21 feet
to an "X" set in concrete for corner;
THENCE North 17 degrees 33'54" West, 136.00 feet
to an "X" set in concrete for corner;
INITIAL
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32
SUGAR CREEK NATIONAL BANK BUILDING
LETTER AGREEMENT FOR LEASE PARKING
MEDICAL SOLUTIONS, INC.
THIS AGREEMENT is made and entered into effective as of October 1, 1992, by and
between MEDICAL SOLUTIONS, INC. (the "Tenant") and SUGAR LAND PLAZA BUILDING
CORPORATION (the "Landlord"), a Texas corporation.
Landlord agrees to initially furnish Tenant with Sixteen (16) parking spaces at
no charge, except State Sales Tax of $40.60 per month on implied value of
parking ($560.00) per month, for a period of time concurrent with the term of
the above-captioned Lease Agreement effective date October 1, 1992. The spaces
will be as follows:
________ Reserved covered parking space(s) at the prevailing rate,
which is $70.00 per space per month, plus State Sales Tax.
16 Covered parking space(s) at the prevailing rate, which is
$35.00 per space per month, plus State Sales Tax.
________ Uncovered parking space(s) at the prevailing rate, which is
currently $20.00 per space per month, plus State Sales Tax.
Landlord and Tenant agree to execute additional Agreements, from time to time,
during the term of this Lease Agreement, if additional parking spaces are
needed.
SUGAR LAND PLAZA BUILDING MEDICAL SOLUTIONS, INC.
CORPORATION
By: /S/ By: /S/
----------------------------------- ------------------------
Xxx X. Xxxxxxx, President Xxxx Xxxxxx
ONE XXXXX XXXXX XXXXXX XXXXXXXXX, XXXXX 000 XXXXX XXXX, XX 00000 713/242-3700
33
SUGAR CREEK NATIONAL BANK BUILDING
FIRST AMENDMENT TO THE
LETTER AGREEMENT FOR LEASE PARKING
MEDICAL SOLUTIONS, INC.
THIS AGREEMENT is made and entered into effective as of February 4, 1993, by
and between MEDICAL SOLUTIONS, INC. (the "Tenant") and SUGAR LAND PLAZA
BUILDING CORPORATION (the "Landlord"), a Texas corporation.
Landlord agrees to furnish Tenant with one (1) additional covered parking
space, at the rate indicated below, for a period of time concurrent with the
term of the above captioned Lease Agreement effective date August 7, 1992. The
space will be as follows:
________ Reserved covered parking space(s) at the prevailing rate,
which is $70.00 per space per month, plus State Sales Tax.
1 Covered parking space(s) at the prevailing rate, which is
$35.00 per space per month, plus State Sales Tax.
________ Uncovered parking space(s) at the prevailing rate, which is
currently $20.00 per space per month, plus State Sales Tax.
Landlord and Tenant agree to execute additional Agreements, from time to time,
during the term of this Lease Agreement, if additional parking spaces are
needed.
SUGAR LAND PLAZA BUILDING MEDICAL SOLUTIONS, INC.
CORPORATION
By: /S/ By: /S/
----------------------------------- ----------------------
Xxx X. Xxxxxxx, President Xxxx Xxxxxx
ONE XXXXX XXXXX XXXXXX XXXXXXXXX, XXXXX 000 XXXXX XXXX, XX 00000 713/242-3700
34
SUGAR CREEK NATIONAL BANK BUILDING
SECOND AMENDMENT TO THE
LETTER AGREEMENT FOR LEASE PARKING
MEDICAL SOLUTIONS, INC.
THIS AGREEMENT is made and entered -into effective as of February 15, 1993, by
and between MEDICAL SOLUTIONS, INC. (the "Tenant") and SUGAR LAND PLAZA
BUILDING CORPORATION (the "Landlord"), a Texas corporation.
Landlord agrees to furnish Tenant with one (1) additional covered parking
space, at the rate indicated below, for a period of time concurrent with the
term of the above captioned Lease Agreement effective date August 7, 1992. The
space will be as follows:
________ Reserved covered parking space(s) at the prevailing rate,
which is $70.00 per space per month, plus State Sales Tax.
1 Covered parking space(s) at the prevailing rate, which is
$35.00 per space per month, plus State Sales Tax.
________ Uncovered parking space(s) at the prevailing rate, which is
currently $20.00 per space per month, plus State Sales Tax.
Landlord and Tenant agree to execute additional Agreements, from time to time,
during the term of this Lease Agreement, if additional parking spaces are
needed.
SUGAR LAND PLAZA BUILDING MEDICAL SOLUTIONS, INC.
CORPORATION
By: /S/ By: /S/
----------------------------------- --------------------
Xxx X. Xxxxxxx, President Xxxx Xxxxxx
ONE XXXXX XXXXX XXXXXX XXXXXXXXX, XXXXX 000 XXXXX XXXX, XX 00000 713/242-3700
35
SUGAR CREEK NATIONAL BANK BUILDING
THIRD AMENDMENT TO THE
LETTER AGREEMENT FOR LEASE PARKING
MEDICAL SOLUTIONS, INC.
THIS AGREEMENT is made and entered into effective as of May 3, 1993, by and
between MEDICAL SOLUTIONS, INC. (tire "Tenant") and SUGAR LAND PLAZA BUILDING
CORPORATION (the "Landlord"), a Texas corporation.
Landlord agrees to furnish Tenant with two (2) additional covered parking space
(s) , at the rate indicated below, f or a period of time concurrent with the
term of the above captioned Lease Agreement effective date August 7, 1992. The
space(s) will be as follows:
________ Reserved covered parking space(s) at the prevailing rate,
which is $70.00 per space per month, plus State Sales Tax.
2 Covered parking space(s) at the prevailing rate, which is
$35.00 per space per month, plus State Sales Tax.
________ Uncovered parking space(s) at the prevailing rate, which is
currently $20.00 per space per month, plus State Sales Tax.
Landlord and Tenant agree to execute additional Agreements, from time to time,
during the term of this Lease Agreement, if additional parking spaces are
needed.
SUGAR LAND PLAZA BUILDING MEDICAL SOLUTIONS, INC.
CORPORATION
By: /S/ By: /S/
----------------------------------- --------------------
Xxx X. Xxxxxxx, President Xxxx Xxxxxx
ONE XXXXX XXXXX XXXXXX XXXXXXXXX, XXXXX 000 XXXXX XXXX, XX 00000 713/242-3700
36
FIRST AMENDMENT TO LEASE AGREEMENT
THIS FIRST AMENDMENT TO LEASE AGREEMENT (this "Amendment") is executed
as of September 29, 1995, by and between BROOKDALE INVESTORS, L.P., a Delaware
limited partnership (the "Landlord"), and DEZINE HEALTHCARE SOLUTIONS, INC., a
South Carolina corporation (the "Tenant").
RECITALS
WHEREAS, Medical Solutions, Inc. (the "Prior Tenant") and Sugar Land
Plaza Building Corporation (the "Prior Landlord") entered into that certain
Lease Agreement dated as of August 7, 1992, and that certain Letter Agreement
for Lease Parking dated as of October 1, 1992, as amended by First Amendment to
Letter Agreement for Lease Parking, Second Amendment to the Letter Agreement
for Lease Parking and the Third Amendment to Letter Agreement for Lease Parking
dated as of February 4, 1993, February 15, 1993 and May 3, 1993, respectively,
and the Work Letter Agreement dated as of August 7, 1992 (the Lease Agreement,
the Letter Agreement for Parking as so amended, and the Work Letter Agreement
are collectively referred to herein as "Lease");
WHEREAS, Landlord has succeeded to the Prior Landlord's rights, title
and interest as the "Landlord" under the Lease and Tenant has succeeded to the
Prior Tenant's right, title and interest as the "Tenant" under the Lease;
WHEREAS, Landlord and Tenant desire to amend the Lease as herein
provided;
WITNESSETH:
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Landlord and Tenant hereby agree
to amend the Lease as follows:
1. Defined Terms. All terms used in this Amendment, but not
defined herein, shall have the meaning given such terms in the Lease. From and
after October 1, 1995 (the "Effective Date"), the term "Base Operating
Expenses" means Operating Expenses for calendar year 1995 (the "Base Year").
From and after the Effective Date, the term "Operating Period" means each
twelve (12) calendar month period beginning on January I and ending on December
31 of such year occurring during the Term, beginning with calendar year 1996,
which will be the first Operating Period. From and after the Effective Date,
the term "Tenant's Pro Rata Share" means the percentage calculated by dividing
the Rentable Area of the Premises (numerator) by the Rentable Area of the
Building (denominator), and expressing the fraction as a percentage. The
Rentable Area of the Building is hereby modified and restated as approximately
197,048 square feet.
2. Term; Renewal Option. Subject to and upon the conditions set
forth in the Lease, as amended by this Amendment, the Term shall be extended
from the Effective Date to end on September 30, 2000. Tenant shall not have
the Renewal Option for three (3) years as set
37
forth in the Lease, which is hereby deleted in its entirety. However. as long
as Tenant is not in default under the Lease, Tenant is granted the option to
renew the Term as to the entire Premises for one successive period (the
"Renewal Term") of sixty (60) months to commence as of October 1, 2000. Tenant
shall exercise its option to renew by delivering written notice thereof to
Landlord on or before March 31, 2000. Tenant's failure to exercise timely the
renewal option for any reason whatsoever shall conclusively be deemed a waiver
of such renewal option. Any such renewal of the Lease shall be upon the same
terms and conditions of the Lease, except (a) the Rent during the Renewal Term
shall be based on the Fair Market Rental Rate (as hereinafter defined) for the
Premises as of the commencement of the Renewal Term, (b) Tenant shall have no
option to renew this Lease beyond the expiration of the Renewal Term, and (c)
the leasehold improvements in the Premises will be provided to Tenant in their
then existing "AS-IS, WHERE-IS" and "WITH ALL FAULTS" condition at the time the
Renewal Term commences, excepting only latent defects. In addition, Tenant's
renewal option set forth in this paragraph shall be subject and subordinate to
the preexisting renewal, expansion, right of refusal and similar options with
respect to the Premises held by Comerica Bank.
As used herein, the term "Fair Market Rental Rate" shall mean the annual rental
rates then being charged for comparable space within comparable buildings
located in the far southwest Houston/Sugar Land area, taking into consideration
use, location and/or floor level; size of the space in question; whether the
rate is "gross" or net" of operating expenses; leasehold improvements (existing
or to be provided) and/or allowances therefor provided; quality, age and
location of the space and building; any other rental concessions such as
abatements or lease assumptions; the time the particular rate under
consideration became effective; and the time the rate to be determined will
become effective. It is agreed that bona fide written offers to lease the
relevant space made to Landlord by third parties (at arm's-length) may be used
by Landlord as an indication of Fair Market Rental Rate.
3. Rent. From and after the Effective Date, Tenant shall pay the Rent
based upon the following chart:
Rent Per Square Monthly Annual
Time Period Foot Per Annum Rent Payment Rent Payment
----------- -------------- ------------ ------------
October 1, 1995 - September 30, 2000 $14.25 $9,415.69 $112,988.25
The Rent shall be made in equal monthly installments on the first day of each
month as provided in the Lease.
4. Additional Rent. If the Operating Expenses for any Operating
Period exceed the Base Operating Expenses (any such excess being known
collectively as the "Expense Increase"), then Tenant agrees to pay Landlord as
additional rent (the "Additional Rent") Tenant's Pro Rata Share of the Expense
Increase, provided, however, that for Operating Expenses other than for Taxes,
insurance. utilities and the minimum wage component of janitorial expenses,
Tenant shall not be obligated to pay for the portion of an Expense Increase
which in the aggregate with any previous Expense Increase exceeds a seven (7%)
percent per annum cumulative increase over the Base Year. For purposes of
calculating the Operating Expenses hereunder, the Operating Expenses and the
Base Operating Expenses shall be grossed
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38
up to a ninety-five (95%) percent occupancy level as the Operating Expenses are
grossed up to a ninety-five (95%) percent occupancy level in Section 8 of the
Lease.
5. Operating Expenses. In addition to the exclusions listed in
Paragraph 8 of the Lease, the term "Operating Expenses" shall not include the
following: (vii) expenses incurred in leasing to or procuring of tenants;
(viii) advertising expenses; (ix) expenses for the renovation of space for new
tenants; (x) interest or principal payment on any mortgage or other
indebtedness of Landlord; (xi) compensation paid to any employee of Landlord
above the grade of senior property or project manager and any depreciation
allowance or expenses; and (xii) repairs, restoration, or other work occasioned
by fire, wind, the elements, or other casualty to the extent of any amounts
recovered under any insurance policy maintained by Landlord with respect
thereto.
6. Leasehold Improvements. Tenant acknowledges and agrees that
Landlord has performed all leasehold improvement work that Landlord previously
agreed to perform under the Lease. Tenant acknowledges and agrees that Tenant
has accepted the Premises and the Building in their "AS IS, WHERE IS," and
"WITH ALL FAULTS" condition, excepting only latent defects. From and after the
Effective Date, Landlord will provide a renovation allowance (the "First
Allowance") for Tenant equal to $2.00 per square foot of Rentable Area in the
Premises (estimated to equal $15,858), which shall be used by Tenant for
renovations to the Premises. Additionally, in the event Tenant does not
exercise the Termination Option (as defined below), Landlord shall provide to
Tenant at Tenant's request at any time after the Termination Date (as
hereinafter defined) a renovation allowance (the "Second Allowance") for Tenant
equal to $1.00 per square foot of Rentable Area in the Premises (estimated to
equal $7,929), which allowance shall be used by Tenant for renovations to the
Premises. Tenant can only receive the First Allowance prior to December 3 1,
1995; however, any unused portion of the First Allowance can be at Tenant's
request deferred and added to the Second Allowance. Tenant shall not be
entitled to use any portion of the Second Allowance or any remaining portion of
the First Allowance after December 31, 1998. Subject to the time limitations
listed in this Section, Landlord will pay such sums to Tenant for renovations
performed to the Premises within twenty (20) days of written request therefor
provided by Tenant, together with the invoices for the renovation work
performed.
7. Termination Option. Tenant is hereby granted the option (the
"Termination Option") to terminate this Lease effective as of September 30,
1998 (the "Termination Date"), by delivering written notice exercising such
option to Landlord on or before March 31, 1998 (the "Termination Notice Date"),
and by paying to Landlord, on or before the Termination Notice Date, a
termination payment (the "Termination Payment") equal to $5.86 per square foot
of Rentable Area in the Premises (estimated to equal $46,464). In the event
Tenant exercises the Termination Option and makes the Termination Payment to
Landlord as provided above, this Lease shall each terminate as of the
Termination Date and no further obligations shall thereafter accrue to the
benefit of either party under this Lease, except as expressly provided to the
contrary under the Lease. Notwithstanding anything to the contrary set forth
in this Section, Tenant shall not be permitted to exercise the Termination
Option if, at the time of such exercise, there exists and is continuing a
default by Tenant under the Lease.
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39
8. Right of Refusal. The right of refusal granted to Tenant in
Paragraph 3 of the Lease is hereby deleted in its entirety. In lieu thereof,
Landlord hereby grants to Tenant a right of refusal to include under this Lease
all or any portion of the space adjoining the Leased Premises on the 8th Floor
of the Building and known as Suite 815 (the "ROR Space") upon the terms and
conditions set forth in this Section. Tenant's right of refusal shall be
continuous and shall be superior to the renewal option of the current tenants
of the ROR Space, Xxxx and Xxxxx, but shall be subject and subordinate to the
renewal options, expansion options, rights of refusal or similar rights now
held by Comerica Bank (the "Superior Tenant").
Whenever Landlord shall notify any Superior Tenant that any portion of
the ROR Space is available for lease by it under such Superior Tenant's option
or rights, Landlord shall send a copy of said notice to Tenant and from and
after the date any such tenants involved give written notice to Landlord that
they elect not to lease any relevant space out of the ROR Space, or if no such
rights then exist in favor of any Superior Tenant, then from and after the date
on which the tenant occupying all or any portions of any ROR Space gives
written notice to Landlord that it is vacating said floor or portion or fails
to exercise any right of renewal, and if this Lease is then in full force and
effect and Tenant is not then in default of any of its covenants contained in
this Lease, Landlord shall offer to Tenant in writing (the "ROR Notice") the
right to include said space under this Lease upon the same terms and conditions
set forth herein, except that: (a) the Base Rental for any such space shall be
the Fair Market Rental Rate at the time said portion is to be made a part of
the Premises; (b) Tenant may not assign this right of refusal except to a
permitted assignee of all of Tenant's rights under this Lease; (c) the
leasehold improvements will be provided in their then existing "as is"
condition at the time said space is made available to Tenant; (d) any leasehold
improvement allowance agreed to by Tenant and Landlord as part of the Fair
Market Rental Rate shall be provided by Landlord to Tenant to cover costs
incurred by Tenant in connection with leasehold improvements made by Tenant to
the ROR Space, as such costs are incurred; and (e) notwithstanding anything
herein to the contrary, the term for any ROR Space added to this Lease pursuant
to this right of refusal shall terminate when the Term of this Lease for the
Premises terminates or expires. Accordingly, Tenant shall renew the Term of
this Lease as to each ROR Space whenever Tenant renews the Term of this Lease
as to the remainder of the Premises, upon the same terms and conditions set
forth in the Lease with respect to such renewal option. Notwithstanding any
provisions hereof to the contrary, in no event shall this Lease continue in
force and effect as to any ROR Space beyond the termination or expiration of
this Lease as to the remainder of the Premises.
Tenant shall exercise its right of refusal, if at all, within fifteen
(15) days after the Notice is received by Tenant; provided, however, Tenant
agrees to use reasonable efforts to respond in as short a time period as the
circumstances dictate (e.g., if a tenant abandons its premises without notice
to Landlord). Tenant's obligation to pay Rent for such space shall commence on
the earlier to occur of (A) the date that Tenant takes occupancy of the ROR
Space for purposes of conducting its business therein or (B) forty-five (45)
days following the later to occur of (i) the date the prior, tenant vacates
such space and said space is made available to Tenant in the condition
described in (c) above or (ii) the date when Tenant exercises its right of
refusal.
9. Parking. From and after the Effective Date to the end of the
initial Term, Landlord agrees to furnish Tenant without charge twenty-seven
(27) unreserved parking spaces in the garage on the Land on an unassigned,
first-come first-serve basis with the other tenants of
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40
the Building (the "Parking"). During the Renewal Term, Landlord agrees to
furnish Tenant with the Parking and Tenant agrees to pay Landlord for such
parking the market rate per space then being charged therefor by Landlord as of
the commencement of the Renewal Term. Landlord's previous obligation under the
Lease to provide parking spaces to Tenant shall terminate as of the Effective
Date. Tenant agrees to use all such parking privileges in accordance with any
and all rules and regulations established by Landlord or the operator of the
garage for the operation and use of such garage.
10. Landlord's Services. Paragraph 13 of the Lease is hereby
amended as follows:
- Landlordto provide non-exclusive operatorless passenger
elevator service seven (7) days per week and 24 hours per
day and non-exclusive operatorless freight elevator
service during normal business hours; provided, that
Landlord may reasonably limit the number of elevators in
operation on weekdays after normal business hours, and on
Saturdays, Sundays and Holidays.
- Should the interruption of use of any equipment or
services as described in Paragraph 13 of the Lease (as
modified hereby) continue for more than three (3)
consecutive business days after Landlord's receipt of
Tenant's notice of such interruption, Tenant shall have
the right to xxxxx Rent payments as of the commencement
of the next day following the expiration of such three
(3) consecutive business day period, but only to the
extent (and during the period) that the Premises are
untenantable for Tenant's customary usage of the same and
are not actually used by Tenant for such purpose. Should
such interruption of services continue for sixty (60)
consecutive days (or for such longer period of time as
long as Landlord is diligently and continuously pursuing
the restoration of such services, but in no event for
more than one hundred twenty (120) consecutive days from
the interruption of such services), Tenant shall have the
right to terminate the Lease. Notwithstanding the
foregoing. such abatement and termination rights shall
only apply to an interruption of services that is not the
result of a casualty; any such cessation or interruption
as a result of a casualty shall be governed by the
provisions of the Lease relating to such casualty.
11. Landlord's Access. Paragraph 20 of the Lease is hereby
amended to provide that Landlord's right to enter the Premises to show the
Premises to prospective new tenants shall be permitted only during the six (6)
months prior to lease expiration.
12. Landlord's Insurance. The insurance to be maintained by
Landlord pursuant to the first sentence of Paragraph 21 of the Lease is hereby
modified to provide that such insurance shall represent one hundred percent
(100%) of the replacement value of the Building and Building Standard
Improvements.
13. Fire and Other Casualty. The following statement beginning on
the 23rd line of Paragraph 22 of the Lease is hereby deleted: " . . . and
except that the term shall be extended by
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41
a length of time equal to the period beginning on the date of such damage or
destruction and ending upon completion of such restorations or replacements."
14. Indemnity. The following shall be added at the end of
Paragraph 24 of the Lease: Except for the claims, rights of recovery and causes
of action that Tenant has released and waived pursuant to Paragraph 23 hereof,
and except as such obligations and liabilities of Landlord and rights of Tenant
are otherwise limited or modified herein, Landlord hereby indemnities and holds
Tenant harmless from and against any and all claims arising (a) from Landlord's
negligence in the operation of the Building and (b) from and against a breach
by Landlord (after notice and opportunity to cure as set forth in Paragraph 28
of the Lease) of any obligation on Landlord's part to be performed under the
terms of this Lease, and from and against all damages, losses, costs,
attorney's fees, expenses and liabilities incurred in or related to any such
claim or any action or proceeding brought thereon. Notwithstanding the
foregoing, Tenant waives any right it may have to indirect, circumstantial,
consequential, exemplary or punitive damages against Landlord for any breach of
the Lease by Landlord or relating to any claim that Tenant may have against
Landlord relating to or arising out of the Lease or Tenant's occupancy of the
Building.
15. Notice. For all purposes under the Lease, as amended by this
Amendment, notices for Landlord shall be delivered to Landlord at the following
address:
Brookdale Investors, L.P.
0000 Xxxxxxxxx Xxxx XX, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000.
Notice for Tenant shall be delivered to Tenant at the following
address:
Dezine Healthcare Solutions, Inc.
000 Xxxxx Xxxxxxx 00, Xxxxx 000
Xxxx Xxxxxxxxx, Xxx Xxxxxx 00000
Attention: Xxxxx Xxxxx
with a copy (which shall not constitute as notice) to:
Blue Cross Blue Shield
1-20 at Alpine Road
Columbia, South Carolina 29219-0001
Attention: General Counsel
16. Act of Default. Clause (i) of Paragraph 30 of the Lease is
hereby modified to provide: "(i) failure of Tenant to pay when due any Rent or
other amount required to be paid under this Lease; provided, that the first two
(2) such failures to pay on such due date shall not constitute an Act of
Default as long as such failure to pay does not continue for five (5) days
following the date such payments are due under the Lease, but after such two
(2) grace periods have been used by Tenant, all future payments must be
received on the due date therefor or such failure shall constitute an Act of
Default." Clause (viii) of Paragraph 30 of the Lease is hereby deleted in its
entirety.
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17. Holding Over. The words " . . . two times . . . " on Line 4
of Paragraph 33 of the Lease are hereby deleted and replaced with ". . . one
and one-half times (150%) the amount set forth above in effect immediately
prior to the end of the Tern or termination of this Lease for the first thirty
(30) days following such end or termination, and thereafter one and
three-fourths times (175%) . . . "
18. Interest. Paragraph 36 of the Lease is hereby deleted and
replaced with the following: "All Rent and other sums of money due and payable
by Tenant to Landlord shall be paid at the times and in the manner provided in
this Lease without demand, deduction, abatement, setoff, counterclaim or prior
notice. All Rent under this Lease shall bear interest from the date due until
paid at the lesser of eighteen percent (18%) or the maximum nonusurious rate of
interest then permitted by the applicable laws of the State of Texas or the
United States of America, whichever shall permit the higher nonusurious rate,
and to the extent that the maximum nonusurious rate is determined by reference
to the laws of the State of Texas, such rate shall be the indicated rate
ceiling (as defined and described in Texas Revised Civil Statutes, Art.
5069-1.04 as amended) at the applicable time and effect until paid, such
interest being in addition to any other rights and remedies which Landlord may
have with regard to the failure of Tenant to make any such payments under this
Lease."
19. Legal Description. Tenant and Landlord acknowledge and agree
that the parties erroneously attached the wrong legal description for the Land
as Exhibit A to the Lease. Exhibit A to the Lease is deleted in its entirety
and replaced with Exhibit A to this Amendment.
20. Rules and Regulations (Exhibit E). The use of microwave ovens
are hereby excepted from Paragraphs 6 and 10 of Exhibit E to the Lease.
21. Independent Covenants. The obligation of Tenant to pay Rent
and other monetary obligations provided to be paid by Tenant under the Lease
and the obligation of Tenant to perform Tenant's other covenants and duties
under the Lease constitute independent, unconditional obligations of Tenant to
be performed at all times provided for under the Lease, save and except only
when an abatement thereof or reduction therein is expressly provided for in the
Lease and not otherwise. Notwithstanding any of the other terms or provisions
of the Lease and notwithstanding any other circumstances whatsoever, it is the
intent and agreement of Landlord and Tenant that so long as Tenant has not been
wrongfully evicted from the Premises, the doctrine of independent covenants
shall apply in all matters relating to the Lease including, without limitation,
the obligation of Landlord to perform Landlord's covenants under the Lease, as
well as the obligation of Tenant to pay Rent and all other monetary obligations
of Tenant and perform Tenant's other covenants, duties and obligations under
the Lease.
22. No Default. To the best of Tenant's knowledge, no default
exists under the Lease and Tenant has no current claims or rights of offset
against Landlord under the Lease.
23. Full Force. Except as expressly provided in this Amendment,
the terms and provisions in the Lease (including without limitation the
obligation of Tenant to pay Rent and additional rent under the Lease prior to
the Effective Date provided in this Amendment) remains in full force and
effect. This Amendment sets forth the entire agreement between the parties
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with respect to the matter set forth herein; no additional oral or written
representations or agreements have been made.
This Amendment has been executed as of the date set forth above.
TENANT:
DEZINE HEALTHCARE SOLUTIONS, INC.,
a South Carolina corporation
By: /S/
-------------------------
Name: Xxxx X. Sessions
----------------
Title: Vice President
-----------------
LANDLORD:
BROOKDALE INVESTORS, L.P.,
a Delaware limited partnership
By:BROOKDALE PARTNERS, LLC,
a Georgia limited liability
company, its sole General Partners
By: /S/
-------------------------
Xxxx X. Xxxxxxxx, its Manager
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44
EXHIBIT "A"
TO
FIRST AMENDMENT TO LEASE AGREEMENT
(LEGAL DESCRIPTION OF LAND)
ALL that certain 4.4677 acres tract of land out of Commercial Reserve "G" out
of SUGAR CREEK CENTER, a plat of subdivision recorded on Slides 595-B, 596-A,
and 596-B of the Plat Records of Fort Bend County, Texas, all being in the
Xxxxx & Xxxxxxx League, Abstract 15, Fort Bend County, Texas, said 4.4677 acres
tract being more particularly described as follows (all bearings are referenced
to the Texas State Coordinate System, South Central Zone, and a grid bearing of
Xxxxx 00x00'00" Xxxx from the National Geodetic Survey triangulation station
"Xxxxxxxx" to the Xxxxxxxx water tower, all distances are horizontal surface
distances):
BEGINNING at a 5/8-inch iron rod found at the most southwesterly cutback corner
at the intersection of the West right- of-way line of Sugar Creek Boulevard
(also known as Spur 41, a 150-foot wide right-of-way) and the Northwest
right-of- way line of the Southwest Freeway (also known as X.X. Xxxxxxx 00, a
right-of-way of varying width), to which a radial line to said 5/8-inch iron
rod bears North 43o21'5 1 " West, 3,613.89 feet;
THENCE southwesterly, 264.52 feet coincident with the Northwest right-of-way
line of said Southwest Freeway and said 3,613.89-foot radius curve, through a
central angle of 04o11'38", to a 5/8-inch iron rod found for corner at the most
southeasterly cutback corner at the intersection of the Northwest right-of-way
line of said Southwest Freeway and the Northeast right-of-way line of Sugar
Creek Center Boulevard, a 150-foot wide right-of-way;
THENCE North 85o35'10" West, 29.14 feet coincident with said cutback line to a
5/8-inch iron rod found for corner in the Northeast right-of-way line of said
Sugar Creek Center Boulevard, said 5/8-inch iron rod being in a curve concave
Southwest to which a radial line bears North 40o1 3'00" East, 1,555.00 feet;
THENCE northwesterly, 268.99 feet coincident with the Northeast right-of-way
line of said Sugar Creek Center Boulevard and said 1,555.00-foot radius curve,
through a central angle of 09o54'40", to an "X" found in concrete for corner,
said "X" being in a curve concave West to which a radial line bears Xxxxx
00x00'00" Xxxx, 1,271.99 feet, said "X" also being the most westerly corner of
said Commercial Reserve "G" of said SUGAR CREEK CENTER;
THENCE northerly, 109.50 feet coincident with the most westerly line of said
Commercial Reserve "G" and said 1,271.99- foot radius curve, through a central
angle of 04 degrees 55'57", to a railroad spike found in asphalt for corner;
THENCE North 42 degrees 26'06" East, 103.21 feet to a 5/8-inch iron rod set for
corner;
THENCE North 17 degrees 33'54" West, 136.00 feet to a 5/8-inch iron rod set for
corner;
45
THENCE South 72 degrees 26'06" West, 31.26 feet to a 5/8-inch iron rod found
for corner in the most westerly line of said Commercial Reserve "G" of said
SUGAR CREEK CENTER, said 5/8-inch iron rod being in a curve concave West, to
which a radial line to said 5/8-inch iron rod bears North 85' 13'09" East,
1,271.99 feet;
THENCE northerly, 9.70 feet coincident with said westerly line of said
Commercial Reserve "G" and said 1,271.99-foot radius curve, through a central
angle of 00 degrees 26'13", to a 5/8-inch iron rod set at the point of tangency;
THENCE North 05 degrees 13'03" West, 195.00 feet coincident with said westerly
line of said Commercial Reserve "G" to a 5/8-inch iron rod set for corner at the
beginning of a 495.00-foot radius curve concave West;
THENCE northerly, 20.43 feet along said 495.00-foot radius curve through a
central angle of 02o21'54" to a 5/8-inch iron rod set for corner;
THENCE North 23 degrees 55'00" East, 18.66 feet to a 5/8-inch iron rod set for
corner in a curve concave South, to which a radial line bears North 32o19'08"
West, 334.94 feet, said curve being 20.00 feet South of and concentric with the
South right-of-way line of Parklane Boulevard, an 80-foot wide right-of-way;
THENCE easterly, 165.38 feet along said 334.94-foot radius curve, through a
central angle of 28 degrees 17'25" to a 3/4-inch iron rod found for corner;
THENCE South 53 degrees 58'08" East, 15.89 feet to a 5/8-inch iron rod set for
corner in said West right-of-way line of said Sugar Creek Boulevard, a curve
concave East, to which a radial line to said 5/8-inch iron rod bears South
74o44'1 3 West, 1,221.28 feet;
THENCE southerly, 570.42 feet coincident with the West right-of-way line of said
Sugar Creek Boulevard and said 1,221.28-foot radius curve, through a central
angle of 26 degrees 45'40" to a 5/8-inch iron rod found for corner;
THENCE South 03 degrees 27'55" West, 56.45 feet to the POINT OF BEGINNING,
containing 4.4677 acres of land, more or less.
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46
---------------------------------------------------
"Landlord"
XXX X. XXXXXXX
-------------------------------------------
PRESIDENT
---------------------------------------------------
Title
ATTEST: (FOR TENANT
IF APPLICABLE) MEDICAL SOLUTIONS, INC.
----------------------------------
(Name of Tenant)
By
---------------------------------- -------------------------------------------------
"Tenant"
XXXXXXX X. XXXXXX, PRESIDENT
----------------------------------
(Name & Title of person executing for Tenant)
CORPORATE SEAL 10039 Bissonnett, Suite 230
(IF APPLICABLE) Xxxxxxx, Xxxxx 00000-0000
---------------------------------------------------
(Tenant's address prior to
occupancy)
Signature page to Lease dated August, 1992 covering 7,929 square feet of Rentable Area on the
Eighth floor of SUGAR CREEK NATIONAL BUILDING, Sugar Land, Fort Bend County, Texas.
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