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DWL:112296-01 EXHIBIT 10.22
This Instrument Prepared by Xxxxxxxxx and Xxxx, Attorneys
P. O. Xxx 000, Xxxxxxxxxx, Xxxxxxxxx, 00000-0000
LEASE AGREEMENT
THIS LEASE made and entered this day of , 1996, by and between ARC
BUILDERS, LLC (hereinafter called Lessor) and BIRMAN MANAGED CARE, INC.
(hereinafter called Lessee).
W I T N E S S E T H:
ARTICLE I
PREMISES: Lessor does hereby let and lease unto Lessee the premises
situated in the City of Cookeville, County of Xxxxxx and State of Tennessee, and
more particularly described as the shaded area on Exhibit A attached hereto, and
a description of same shall be made Exhibit B to this Lease upon completion of a
survey thereof acceptable to Lessor and Lessee.
ARTICLE II
TERM AND CONSTRUCTION: This Lease shall become effective upon full
execution by both parties. The initial term of this Lease shall be for ten (10)
years beginning on the Commencement Date as hereinafter defined. Each party
agrees, upon request by the other, to execute a supplemental agreement
evidencing the actual term of this Lease at such time as the exact dates are
known.
From and after the date hereof, Lessor shall construct, at its sole
cost and expense, the Premises in accordance with those certain Plans and
Specifications (the "Plans") attached hereto as Exhibit "C" and made a part
hereof, and any changes or amendments thereto which are properly authorized in
writing by Lessor and Lessee, and shall proceed with due diligence with such
construction so that construction is completed and the Premises are ready for
occupancy and served by utilities necessary therefor on or before seven (7)
months from commencement of construction with credit for weather delays and acts
of God as certified by the architect. When the Premises have been substantially
completed in accordance with the Plans (subject to normal minor "punch-list"
items which do not materially interfere with Lessee's intended use and occupancy
of the Premises) and Lessor has obtained a permanent certificate of occupancy
entitling Lessee to occupy the Premises, Lessor shall notify Lessee that the
Premises are ready for occupancy. Lessor shall prepare and certify by signature
and deliver to Lessee a written statement certifying that the Premises have been
substantially completed in accordance with the Plans and any authorized changes
or amendments thereto, and certifying the date of substantial completion. Lessor
shall diligently complete as soon as reasonably possible any items of work and
adjustments not completed when the Premises are so ready for occupancy. Lessor
shall assign to Lessee all applicable third party warranties and guaranties
obtained by Lessor in connection with the construction of such improvements. As
used herein, the term "Commencement Date n shall mean that date which is the
earlier to occur of (i) the issuance of a Certificate of Occupancy establishing
that the Premises are ready for occupancy by Lessee or (ii) Lessee's actual
occupancy of a majority of the Premises. Prior to the commencement Date, Lessor
shall furnish to Lessee a certificate from Lessor's architect that the Premises
have been substantially completed in accordance with the Plans. Lessor and
Lessee shall, upon such delivery, execute an amendment to this Lease setting
forth the actual Commencement Date and expiration date of the Lease. Failure to
execute such amendment shall not affect the actual Commencement Date and
expiration date of the Lease. Lessor shall complete the punch-list within thirty
(30) days of the Commencement Date.
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ARTICLE III
BUILDOUT: The building to be constructed is generally described as an
approximately 20,000 square foot office building, including interior walls,
bathrooms, floor coverings, and ceiling, and including all plumbing and basic
plumbing fixtures, electrical service and basic electrical fixtures, HVAC
system, and site work, including paving and parking, in accordance with certain
plans and specifications (the Plans). Such improvements shall be completed free
and clear of mechanics and other liens, and in accordance with the building
codes and all applicable laws, ordinances and regulations, of any public
authority affecting the same.
ARTICLE IV
RENT: The Lessee agrees to pay to Lessor as fixed minimum rent for said
premises during said term, the sum of $180,000.00 annually. The rent shall be
payable in advance in equal monthly installments of $15,000.00, WITHOUT DEMAND,
on the first day of each month, commencing on the Commencement Date and
continuing on the 1st day of each successive month thereafter during the term of
the Lease. If the first day upon which rent becomes payable is other than the
first day of any calendar month, Lessee shall pay rent for the balance of the
month at a daily rate based upon the monthly rent. Notwithstanding the
foregoing, commencing with the first day of the first month of the sixth year
from the Commencement Date, the monthly rental payments due hereunder shall be
$17,080.00 during years six and seven. Then commencing on the first day of the
first month of the eighth year, the monthly rental payments shall be $18,333.00,
and shall continue in the amount of $18,333.00 until the expiration of the
initial term of the lease. The first and last months' rent will be paid upon the
execution of this Lease. For purposes of payment of the last month's rental
payment, it shall be assumed that the last month's rent is equal to the first
month's rent, and an appropriate adjustment shall be made and any difference
paid to Lessor by Lessee in advance of the last month of the Lease.
Until further notice to Lessee, rent shall be payable to and mailed to
ARC Builders, LLC, P. O. Xxx 0000, Xxxxxxxxxx, XX 00000. Late payments are
subject to a late charge of 1.5 percent per month, if not received five (5) days
after due date.
ARTICLE V
UTILITIES: Lessee shall pay, when due all bills for gas, water,
electricity, other utilities, and rubbish removal at the premises.
ARTICLE VI
TAXES AND ASSESSMENTS: Lessee agrees to pay all taxes and assessments
on the Premises including personal property taxes due and payable during the
term of this Lease and any renewals.
Notwithstanding anything to the contrary herein contained, if Lessee
deems excessive or illegal any such tax, assessment or charge described in this
Article VI, Lessee may, at its sole cost, contest same by appropriate legal
proceedings which operate to prevent the collection thereof or other realization
thereon and the sale, levy or forfeiture of or upon all or any part of the
Premises to satisfy the same; provided, however, that if at any time payment of
the whole or any part thereof shall become necessary in order to prevent
imposition of a tax lien, the delivery of a tax deed, or similar tax enforcement
device or procedure, of the Premises, or otherwise adversely affect Lessor's
title to the Premises, as determined by Lessor in its sole but reasonable
discretion, because of nonpayment thereof, then Lessee shall, within ten (10)
days of written demand from Lessor, either pay the same in time to prevent
delivery of such tax deed or imposition of such lien or other adverse action or
post a bond or other security acceptable to Lessor, in its sole but reasonable
discretion, which has the effect of preventing delivery of such tax deed or
imposition of such lien or other adverse action (provided, that Lessor shall
have the right to use the proceeds of the bond or such other security to pay the
taxes if thereafter required
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to prevent delivery of a tax deed or imposition of such lien or other adverse
action). Any contest, whether before or after payment, may be made in the name
of the Lessor or Lessee or both, as Lessee shall determine. If requested by
Lessee, Lessor shall participate actively in any such contest (but only if all
expenses and costs incurred or suffered by Lessor, including fees of attorneys
and/or accountants, shall be paid by Lessee), but Lessee shall be entitled to
any refund of any such tax, assessment or charge or penalty or interest thereon
which may have been paid by Lessee, or by Lessor and reimbursed by Lessee to
Lessor. If Lessee does not timely contest such taxes, Lessor may contest any
such tax, assessment or charge, and if contested by Lessor, Lessee shall pay the
actual reasonable costs incurred by Lessor in connection therewith so long as
Lessor's contest is successful. Lessor and Lessee agree to cooperate in any such
contest and to avoid duplicating their efforts.
ARTICLE VII
INSURANCE: The Lessee will indemnify and save harmless the Lessor
against destruction of the premises and from all liabilities, obligations,
damages, causes of action, claims or judgments which may be imposed upon or
incurred by or asserted against the Lessor regarding this premises during the
term or extensions of the lease.
During the term of this lease, Lessee shall maintain general liability
insurance for the benefit of Lessor, Lessor's lender, and Lessee, as their
respective interests may appear, in an amount not less than $1,000,000 combined
single limit for bodily injury and/or property damage arising out of any one
accident or occurrence. Lessee shall provide Lessor with written evidence of
such coverage annually. All policies shall contain a provision for thirty (30)
day notice to Lessor of cancellation of any policy.
Lessee shall also maintain fire and extended coverage insurance
insuring the improvements to the premises in an amount equal to one hundred
(100%) percent of the agreed upon replacement value of the improvements. Agreed
replacement value will be determined at the beginning of this lease. Said value
shall be adjusted at the beginning of each lease year per the BLS consumer price
index. Such fire and extended coverage insurance policies shall be in the names
of the Lessor, Lessor's lender, and Lessee as their respective interests may
appear. Lessee shall provide Lessor with written evidence of such coverage prior
to the beginning of each lease year.
A. PARTIAL DAMAGE TO THE PREMISES:
Lessee shall notify Lessor in writing immediately upon the occurrence
of any damage to the Premises. If the Premises are only partially damaged to the
extent that the cost of repair will not exceed fifty (50.0%) percent of the full
replacement cost of the Premises, this Lease shall remain in effect and Lessor
shall repair the damage. If the damage to the Premises occurs during the last
year of the Lease Term and such damage will require more than thirty (30) days
to repair, either Lessor or Lessee may elect to terminate this Lease as of the
date the damage occurred. The party electing to terminate this Lease shall give
written notification to the other party of such election within thirty (30) days
after Lessee's notice to Lessor of the occurrence of the damage. Notwithstanding
the foregoing, in the event of such termination by Lessor, Lessee may void such
termination if Lessee is not in default hereunder (beyond any applicable grace
periods) at such time and within fifteen (15) days of Lessee's receipt of such
notice of termination, Lessee exercises the option to renew the term hereof in
accordance with and subject to Article XV hereinbelow.
B. SUBSTANTIAL OR TOTAL DESTRUCTION:
1. If the Premises are substantially destroyed to the extent that the
cost of repair will exceed fifty (50.0%) percent of the full replacement cost of
the Premises or totally destroyed by any cause whatsoever, the Lease shall
terminate as of the date of the destruction occurred.
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2. Notwithstanding the preceding sentence, if (i) the Premises can be
rebuilt within eight (8) months after the date of the destruction; (ii) there is
at least one (1) year remaining in the term hereof (or Lessee otherwise
exercises the renewal option contained in Article XV hereinbelow); and (iii)
Lessee is not in default hereunder (beyond applicable grace periods) at such
time, Lessor shall rebuild the Premises and this Lease shall remain in full
force and effect.
Completion of Restoration. Notwithstanding anything contained herein to
the contrary, in the event of a casualty whereby Lessor is required to restore
the Premises, Lessee shall nevertheless have the right to terminate this Lease
if Lessor does not complete such restoration within eight (8) months of the date
of such casualty with credit for bad weather/non-working days as certified by
the architect.
The Lessor and the Lessee, and all parties claiming under them, hereby
mutually release and discharge each other from all claims and liabilities
arising from or caused by any hazard covered by insurance on the leased property
or covered by insurance in connection with property on or activities conducted
on the leased property regardless of the cause of damage or loss.
ARTICLE VIII
MAINTENANCE:
(a) MAINTENANCE BY LESSEE: Lessee shall at its own cost and expense,
keep and maintain in good order, condition and repair the entire leased premises
and each and every part thereof; excluding the repair, maintenance and
replacement of any roofing, air conditioning/heating unit(s) systems, structural
walls, foundations, parking lot paving, and underground utilities. Lessee shall
provide rubbish removal for the premises and maintain the landscaping, lawn, and
banks in a neat and attractive condition.
Should Lessee fail to maintain the interior or exterior of the premises
in a neat and well repaired condition, Lessor may, but shall not be obligated,
to conduct such maintenance or repairs, and the costs of same shall be added to
the next monthly rent and be then immediately due and payable. Should the
Lessee's operation become a nuisance to the public in general, Lessor may, at
its sole option, terminate this Lease upon thirty (30) days' written notice, but
first providing Lessee thirty (30) days to correct any deficiencies.
(b) MAINTENANCE BY LESSOR: Except to the extent of damage caused by any
negligent or willful act or omission of Lessee, or Lessee s employees, agents,
contractors or invitees, Lessor shall keep the foundation, air conditioning and
heating units and systems, roof, structural walls of the improvements and
exterior or underground utilities on the Premises in good order, condition and
repair. Notwithstanding anything contained herein to the contrary, for the first
year following the Commencement Date, Lessor shall be responsible for all
repairs (but only due to faulty workmanship and materials) to the Premises,
including those described in Lessor's responsibility under subsection (a) above,
except to the extent caused by any negligent or willful act or omission of
Lessee, or Lessee's employees, agents, contractors, or invitees.
ARTICLE IX
USE: Lessee agrees to use the premises for the operation of an office
building.
Lessee will use and occupy said premises and appurtenances in a
careful, safe and proper manner, and will comply with the requirements of the
all governing authorities regarding the conduct of Lessee's business; and Lessee
will not permit said premises to be used for any unlawful purpose.
Lessee further agrees that it will not deal in nor permit occupancy of
its premises by an business, person, or entity which deals in drugs or
pornographic items.
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The Lessee is required to operate a business in the demised premises.
If Lessee ceases to do business, Lessor has the right, but not the obligation to
require Lessee to vacate the premises.
ARTICLE X
SIGNS: All signage shall be subject to prior, written approval by
Lessor. Lessee shall, prior to the construction or erection of signage, submit
the size, location, design, and method of hanging of same to Lessor for written
approval. All signs must comply with the laws of all governmental entities
controlling same, and upon removal of any signs, Lessee shall repair all damage
caused by such removal.
ARTICLE XI
ALTERATIONS: Any such changes and alterations erected by Lessee shall
be and remain the property of Lessee during the term of the Lease, and Lessee
shall, unless Lessor elects as hereinafter provided, remove all alterations,
additions, improvements, and partitions erected by Lessee and restore the leased
premises to its original condition by the date of termination of this Lease. All
such improvements installed by Lessee may be removed by Lessee prior to the
termination of this Lease if Lessee so elects, and shall be removed if required
by Lessor. Upon such removal, Lessee shall restore the leased premises to its
original condition, ordinary wear and tear excepted. All such removals and
restorations shall be accomplished in a good, xxxxxxx-like manner DO as not to
damage the primary structure or structural qualities of the building or other
improvements situated on the leased premises.
Lessee shall not permit any mechanic's or other liens to stand against
the property for work or material furnished to Lessee. Lessee shall hold Lessor
harmless for any claims of damage resulting directly from Lessee's work.
ARTICLE XII
SURRENDER OF PREMISES: Lessee will deliver and surrender to the Lessor
possession of the demised premises upon the expiration of this Lease or its
termination by any cause, in a good clean rentable condition and in as good
condition and repair as at the commencement of said term.
ARTICLE XIII
LESSOR'S ACCESS: Lessor may have free access to the premises at all
reasonable times following reasonable notice (except in the case of an
emergency) for the purpose of inspecting the same and also during the last two
(2) months of the term of this Lease for the purpose of exhibiting said
premises, provided that same shall not interfere with Lessee's business.
ARTICLE XIV
DEFAULT OF LESSEE: Should the Lessee fail to pay the rent or any part
thereof, as the same become due under this Lease, or violate any other terms or
conditions of this Lease, or abandon the Leased Premises, the Lessor shall then
have the right, at the Lessor's option, to take possession of the Leased
Premises, and let the same as the agent of the Lessee, and apply the proceeds
received from such letting toward the payment of the rent of the Lessee under
this lease; and such re-entry and re-letting shall not discharge the Lessee from
liability for rent, nor from any other obligations of the Lessee under the terms
hereof; or the Lessor may, at the Lessor's option, re-enter the Leased Premises
and terminate this Lease without relieving the lessee of any of his obligations
under this Lease. The receipt of rent after any conditions broken shall not be
deemed a waiver of termination. In order to entitle the Lessor to re-enter the
Leased Premises, it shall not be necessary to give notice of rent being due and
unpaid, nor to make demand for rent, the execution of this Lease signed by the
parties hereto being sufficient notice
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of the rent being due and demand for the same; and this Lease shall be so
construed, any law, usage or custom to the contrary notwithstanding. In the
event that monthly payments become delinquent for a period of thirty-one (31)
days, the Lessor reserves the right to terminate the lease at its discretion
with all Lessor rights in effect.
Notwithstanding the foregoing to the contrary, Lessor shall not
exercise any remedies upon a default hereunder by Lessee unless such default
remains uncured as follows: with respect to monetary defaults, until after the
expiration of ten (10) days following written notice thereof from Lessor and
with respect to non-monetary defaults, until after the thirtieth (30th) calendar
day following written notice from Lessor (provided that if such non-monetary
default is of such nature as cannot be cured within such thirty-day period,
Lessee shall have a reasonable additional period of time to complete such cure
so long as Lessee promptly commences such cure and diligently prosecutes it
thereafter).
DEFAULT OF LESSOR: In the event Lessor neglects or fails to comply with
any of its obligations contained in this Lease, and such default should continue
for a period of thirty (30) days after Lessee has given written notice thereof
to Lessor [plus such additional time as may be necessary while the curing of the
default is continuously and diligently prosecuted by Lessor, with respect to
defaults (other than failure to make monetary payments) which cannot by their
very nature be cured within thirty (30) days, except in the event of an
emergency in which event Lessee shall have the right to take whatever reasonable
actions are appropriate prior to the expiration of such thirty (30) day period,
then Lessee may make such payments and do such work and otherwise perform
Lessor's covenants, all on behalf of and at the expense of Lessor. Lessor agrees
to pay to Lessee forthwith the amount of the payment so made or the cost of and
expenses incurred. In the event of a default by Lessor as contemplated
hereinabove, Lessee shall, simultaneously with any notice given to Lessor
deliver a copy of such notice to any holder of a Deed of Trust as to whom Lessee
has been duly notified in accordance with the notice provisions set forth
herein, which notice by Lessor to Lessee shall set forth the name and full
address of any such holder. Any such holder shall have the right, but not the
obligation, to effect cures on behalf of Lessor within the time period set forth
herein, and in the event of any such cure by any such holder, such cure shall be
accepted by Lessee as a cure by Lessor hereunder. The time given to such holder
to cure Lessor's default shall run concurrently with any time granted to Lessor
to cure such default.
ARTICLE XV
OCCUPANCY AFTER EXPIRATION: In the event of Lessee's continued
occupancy of the premises after the expiration of the term of this Lease or any
renewal or extension, with or without the consent of the Lessor, such tenancy
shall be from month to month and in no event from year to year, and such
continued occupancy shall not defeat the Lessor's right to possession of the
premises. All other covenants, provisions, obligations and conditions of this
lease shall remain in full force during such month to month tenancy.
ARTICLE XVI
EMINENT DOMAIN: In the event that the entire demised premises shall at
any time after the execution of this Lease be taken by public or quasi public
use or condemned under eminent domain, then this Lease shall terminate and
expire as of the date of such taking and any prepaid rent or unearned charges
shall be refunded to Lessee.
ARTICLE XVII
WAIVER OF RIGHTS: No acquiescence by either party in any breach of
covenant or default by the other party hereunder shall operate as a waiver of
its rights with respect to any other breach or default, whether of the same or
any other covenant or condition.
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ARTICLE XVIII
QUIET ENJOYMENT: Lessor hereby warrants that it has a fee simple
interest to the premises and covenants that if the Lessee shall perform all of
the covenants and agreements herein stipulated to be performed on Lessee's part,
the Lessee shall at all times during said term have the peaceable and quiet
enjoyment and possession of said premises.
ARTICLE XIX
ENTIRE AGREEMENT: This instrument governed by the laws of Tennessee
shall merge all undertakings between the parties hereto with respect to the
leased premises and shall constitute the entire lease agreement unless otherwise
hereafter modified by both parties in writing.
ARTICLE XX
NOTICES: Any notice or consent required to be given by or on behalf of
either party to the other shall be in writing and shall be given by mailing such
notice or consent by registered mail or certified mail, return receipt requested
addressed to the other party as follows:
(i) If to Lessor: ARC BUILDERS, LLC
P. O. Xxx 0000
Xxxxxxxxxx, XX 00000
(ii) If to Lessee: BIRMAN MANAGED CARE, INC.
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Or at such other address as may be specified from time to time in writing by
either party.
ARTICLE XXI
SUBORDINATION: This Lease and all of the rights of Lessee hereunder are
subject and subordinate at all times to any mortgage, deed of trust or deed to
secure debt which now or hereafter affects the real property of which the
Premises form a part (the "Property"), and to all renewals, modifications,
consolidations, replacements and extensions thereof, so long as the holder
thereof agrees to recognize Lessee's rights and benefits hereunder so long as
Lessee is not in default hereunder beyond the expiration of any applicable
notice and opportunity to cure period.
ARTICLE XXII
ESTOPPEL CERTIFICATES: Upon either party's request, the other party
shall execute, acknowledge and deliver to the requesting party a written
statement certifying: (i) that none of the terms or provisions of this Lease
have been changed (or if they have been changed, stating how they have been
changed); (ii) that this Lease has not been cancelled or terminated; (iii) the
last date of payment (or receipt, if Lessor is the certifying party) of the rent
and other charges and the time period covered by such payment; (iv) that Lessor
or Lessee, as the case may be, is not in default under this Lease (of if a party
is claimed to be in default, stating why); and (v) such other representations or
information with respect to Lessee, Lessor or the Lease as such party may
reasonably request or which any prospective purchaser or encumbrances of the
Premises or of Lessee's business may require. Lessor or Lessee shall deliver
such statement by Lessee to any prospective purchaser or encumbrances of the
Premises. Such purchaser or encumbrances may rely conclusively upon such
statement as true and correct. If Lessee fails to do so within twenty (20) days
after written request, Lessee shall be in default hereunder without the
requirement of any further notice.
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ARTICLE XXIII
LEGAL PROCEEDINGS: If Lessee or Lessor shall be in breach or default
under this Lease, such party (the "Defaulting Party") shall reimburse the other
party (the "Nondefaulting Party") upon demand for any reasonable costs or
expenses that the Nondefaulting Party incurs in connection with any breach or
default of the Defaulting Party under this Lease, but only after suit is
commenced and a final, non-appealable judgment entered. Such reasonable costs
shall include legal fees and costs incurred for the negotiation of a settlement,
enforcement of rights or otherwise. Furthermore, if any action for breach of or
to enforce the provisions of this Lease is commenced, the court in such action
shall award to the party in whose favor a judgment is entered, a reasonable sum
as settlement, enforcement of rights or otherwise. Furthermore, if any action
for breach of or to enforce the provisions of this Lease is commenced, the court
in such action shall award to the party in whose favor a judgment is entered,
reasonable attorneys' fees and costs actually incurred. The losing party in such
action shall pay such attorneys' fees and costs.
ARTICLE XXIV
SUBLETTING - CONTINUING OBLIGATIONS OF LESSEE: Lessee may, but only
with the Lessor's prior written consent, such consent not to be unreasonably
withheld, sublet the premises or any part thereof, and may, but only with
Purchaser's prior written consent, assign or otherwise transfer all of its
rights and interests hereunder; provided, however, that no assignment, transfer,
or sublease shall affect or reduce any of the obligations of Lessee hereunder,
but all obligations of Lessee hereunder shall continue in full force and effect
as the obligations of a principal and not of a guarantor or surety.
ARTICLE XXV
OPTION TO PURCHASE: Lessee shall have the option to purchase the
premises upon the terms and conditions hereinafter set forth for the purchase
price of One Million Six Hundred Fifty Thousand and no/100 (61,650,000.00)
Dollars. Provided, however, that the option may only be exercised by the giving
of Notice of Intent to Exercise Option upon any one of the following: 1) not
less than ninety (90) days prior to Completion Date; 2) not less than ninety
(90) days prior to the end of the fifth year of the initial term of the lease;
3) not less than ninety (90) days prior to the end of the seventh year of the
initial term of the lease; and 4) not less than ninety (90) days prior to the
end of the tenth year. Provided further, that in the event the Option to
purchase is so exercised, closing shall occur on or before thirty (30) days
after the Completion Date or at the end of the fifth, seventh or tenth years of
the initial term.
IN WITNESS WHEREOF, the parties have hereto set their hands to
duplicate copies hereof as of the date first above written.
SIGNED, SEALED AND DELIVERED LESSOR:
IN THE PRESENCE OF:
ARC BUILDERS, LLC
By:
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WITNESS
LESSEE:
BIRMAN MANAGED CARE, INC.
By:
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WITNESS
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STATE OF TENNESSEE
COUNTY OF XXXXXX
The foregoing instrument was acknowledged before me this day of
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, 199 , by .
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NOTARY PUBLIC
My Commission Expires:
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STATE OF TENNESSEE
COUNTY OF XXXXXX
The foregoing instrument was acknowledged before me this day of
-----
, 199 , by .
--------------- --- ---------------------------------
---------------------------------
NOTARY PUBLIC
My Commission Expires:
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