STANDARD COMMERCIAL LEASE CONTRACT [LA VISTA LOGO]
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THIS LEASE, made this 7th day of April, 1997, by and between Xxxxxx
X. Xxxxxx, first party, (hereinafter called "Landlord"); and American Medical
Alert Corp., second party, (hereinafter called "Tenant"); and LaVista Realty
Co., Inc., third party, (hereinafter called "Agent");
W I T N E S S E T H :
Premises 1. The Landlord, for and in consideration of the rents,
covenants, agreements, and stipulations hereinafter mentioned,
reserved, and contained, to be paid, kept and performed by the
Tenant, has leased and rented, and by these presents does
lease and rent, unto the said Tenant, and said Tenant hereby
agrees to lease and take upon the terms and conditions which
hereinafter appear, the following described property
(hereinafter called premises), to wit Office space on the
second floor of 000 Xxxxxx Xxxxxx, Xxxxxxx, XxXxxx Xxxxxx,
Xxxxxxx, now known as Xxxxx Xxxxx 000 per sketch attached. and
being known as _______________. No easement for light or air
is included in the premises.
Term 2. To have and to hold the same for a term of
twenty-four (24) months beginning on the 1st day of May, 1997
and ending on the 30th day of April, 1999, at midnight, unless
sooner terminated as hereinafter provided.
Rental 3. Tenant agrees to pay Landlord, by payments to LaVista
Realty Co., Inc. Agent of Landlord, who negotiated this lease,
at office of Agent in Atlanta, Georgia, promptly on the first
day of each month in advance, during the term of this lease, a
monthly rental of one thousand four hundred ninety-eight and
33/100 dollars payable in advance.
Agent's Commission 4. The commission to be paid in connection with this
transaction has been negotiated between Landlord and Agent and
Landlord agrees to pay Agent, as compensation for services
rendered in procuring this lease, 6% of rent, and Landlord,
with consent of Tenant, hereby assigns to Agent aforesaid
commission. If the term of this lease is extended, or if new
lease is entered into between Landlord and Tenant covering
leased premises or any part thereof, or covering any other
premises as an expansion of, or substitute for, the premises
herein leased, then in either of said events, Landlord, in
consideration of Agent's having procured Tenant hereunder,
agrees to pay Agent six (6)% under such extension, amendment,
or new lease. Agent agrees that, in the event Landlord sells
leased premises, and upon Landlord's furnishing Agent with an
agreement signed by Purchaser assuming Landlord's obligations
to Agent under this lease, Agent will release original
Landlord from any further obligations to Agent hereunder.
Tenant agrees that if this lease is validly assigned by him
that he will secure from assignee an agreement in writing by
assignee recognizing assignment held by Agent and agreeing to
pay rental to Agent herein named during the term of this
lease. Agent is a party to this contract solely for the
purpose of enforcing his rights under this paragraph and it is
understood by all parties hereto that Agent is acting solely
in the capacity as agent for Landlord, to whom Tenant must
look as regards all covenants, agreements and warranties
herein contained, and that Agent shall never be liable to
Tenant in regard to any matter which may arise by virtue of
this lease. Voluntary cancellation of this lease shall not
nullify Agent's right to collect the commission due for the
remaining term of this lease. In the event that the premises
is condemned, or sold under threat of and in lieu of
condemnation, Agent shall, on the date of receipt by Landlord
of the condemnation award or sale proceeds, be paid Agent's
commission, reduced to its present cash value at the then
existing legal rate of Interest, which would otherwise be due
to end the term contracted for under paragraph 2 above.
Purchase of 5. In the event that tenant acquires title to the leased
Property by premises at any time during the term of this lease, any
Tenant renewals thereof, or within six months after the expiration of
the term hereof or the extended term hereof, then Landlord
shall pay Agent a commission on the sale of the property of
the Landlord in lieu of any additional rental commissions.
Such sales commission, as negotiated between parties, is to be
N/A.
Use of Premises 7. Premises shall be used for Medical Alert Center
purposes and no other. Premises shall not be used for any
illegal purposes; nor in any manner to create any nuisance or
trespass; nor any manner to vitiate the insurance or increase
the rate of insurance on premises.
Abandonment 8. Tenant agrees not to abandon or vacate leased
of Leased premises during the period of this lease, and agrees to use
Premises said premises for purpose herein leased until the expiration
hereof.
Repairs by 9. Landlord agrees to keep in good repair the roof,
Landlord foundations, and exterior walls of the premises (exclusive of
all glass and exclusive of all exterior doors), and
underground utility and sewer pipes outside the exterior walls
of the Building; except, repairs rendered necessary by the
negligence of Tenant, is agents, employees, or invitees.
Landlord gives to Tenant exclusive control of premises and
shall be under no obligation to inspect said premises. Tenant
shall promptly report in writing to Landlord any defective
condition known to it which Landlord is required to repair,
and failure to so report such defects shall make Tenant
responsible to landlord for any liability incurred by Landlord
by reason of such defects.
Repairs by 10. Tenant accepts the leased premises in their present
Tenant condition and as suited for the uses intended by Tenant.
Tenant shall, throughout the initial term of this lease and
all renewals thereof, at its expense, maintain in good order
and repair the leased premises, including the building and
other improvements located thereon, except those repairs
expressly required to be made by Landlord, including the
mowing of grass, paving, care of shrubs and general
landscaping.
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Tenant agrees to return said premises to Landlord at the
expiation, or prior to termination, of this lease in as good
condition and repair as when first received, natural wear and
tear, damage by storm, fire lightning, earthquake or other
casualty alone excepted.
Elevators, (if any), are accepted by Tenant as in
satisfactory operating condition on this date, and Tenant, at
his own expense, shall maintain said elevators in good
operating condition during the term of this lease, or any
extension thereof.
Destruction of, 12. If premises are totally destroyed by storm, fire,
or Damage to lightning, earthquake or other casualty, this lease shall
Premises terminate as of the date of such destruction, and rental shall
be accounted for as between Landlord and Tenant as of the
date. If premises are damaged but not wholly destroyed by any
such casualties, rental shall xxxxx in such proportion as xxx
of premises has been destroyed, and Landlord shall restore
premises to substantially the same condition as before damage
as speedily as practicable, whereupon full rental shall
recommence.
Indemnity 13. Tenant agrees to indemnify and save harmless the
Landlord against all claims for damages to persons or property
by reason of the use or occupancy of the leased premises, and
all expenses incurred by Landlord because thereof, including
attorneys' fees and court costs.
Governmental 14. Tenant agrees, at his own expense, to promptly
Orders comply with all requirements of any legally constituted public
authority made necessary by reason of Tenant's occupancy of
said premises. Landlord agrees to promptly comply with any
such requirements if not made necessary by reason of Tenant's
occupancy. It is mutually agreed, however, between Landlord
and Tenant, that if in order to comply with such requirements,
the cost to the Landlord or Tenant, as the case may be, shall
exceed a sum equal to one year's rent, then Landlord or Tenant
who is obligated to comply with such requirements is
privileged to terminate this lease by giving written notice of
termination to the other party, by registered mail, which
termination shall become effective sixty (60) days after
receipt of such notice, and which notice shall eliminate
necessity of compliance with such requirement by party giving
such notice unless party receiving such notice of termination
shall, before termination becomes effective, pay to party
giving notice all cost of compliance in excess of one year's
rent, or secure payment of said sum in manner satisfactory to
party giving notice.
Condemnation 15. If the whole of the leased premises, or such portion
thereof as will make premises unusable for the purposes herein
leased, be condemned by any legally constituted authority for
any public use or purpose, then in either of said events the
term hereby granted shall cease from the date when possession
thereof is taken by public authorities, and rental shall be
accounted for as between Landlord and Tenant as of said date.
Such termination, however, shall be
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without prejudice to the rights of either Landlord and Tenant
to recover compensation and damage caused by condemnation from
the condemnor. It is further understood and agreed that
neither the Tenant nor Landlord shall have any rights in any
award made to the other by an condemnation authority
notwithstanding the termination of the lease as herein
provided. Landlord agrees to pay to Agent, from the award made
to Landlord under condemnation, the balance of lease
commissions, reduced to then present cash value, as provided
in paragraph 4 hereof, and agent may become a party to the
condemnation proceeding of the purpose of enforcing its rights
under this paragraph.
Assignment 16. Tenant may sublease portions of the leased premises
and Subletting to others provided such sublessee's operation is a part of the
general operation of Tenant and under the supervision and
control of Tenant, and provided such operation is within the
purposes for which said premises shall be used. Except as
provided in preceding sentence, Tenant shall not, without the
prior written consent of Landlord endorsed hereon, assign this
lease or any interest hereunder, or sublet premises or any
part thereof, or permit the use of premises by any party other
than Tenant. Consent to any assignment or sublease shall not
destroy this provision, and all later assignments or subleases
shall be made likewise only on the prior written consent of
Landlord. Assignee of Tenant, at option of Landlord, shall
become directly liable to Landlord for all obligations of
Tenant hereunder, but no sublease or assignment by Tenant
shall relieve Tenant of any liability hereunder.
Removal of 17. Tenant may (if not in default hereunder) prior to
Fixtures the expiration of this lease, or any extension thereof, remove
all fixtures and equipment which he has placed in premises,
provided Tenant repairs all damage to premises caused by such
removal.
Cancellation 18. It is mutually agreed that in the event the Tenant
of Lease by shall default in the payment of rent, including additional
Landlord rent, herein reserved, when due, and fails to cure said
default within five(5) days after written notice thereof from
Landlord; or if Tenant shall be in default in performing any
of the terms or provisions of this lease other than the
provision requiring the payment of rent; and fails to cure
such default within thirty (30) days after the date of receipt
of written notice of default from Landlord; or if Tenant is
adjudicated bankrupt; or if a permanent receiver is appointed
for Tenant's property and such receiver is not removed within
sixty days after written notice form Landlord to Tenant to
obtain such removal; or if, whether voluntarily or
involuntarily, Tenant takes advantage of any debtor relief
proceedings under any present or future law, whereby the rent
or any part thereof is, or is proposed to be, reduced or
payment thereof deferred; or if Tenant makes an assignment for
benefit of creditors; or if Tenant's effects should be levied
upon or attached under process against Tenant, not satisfied
or dissolved within thirty (30) days after written notice from
Landlord to Tenant to obtain satisfaction thereof; then, and
in any of said events, Landlord at his option may at once, or
within six (6) months thereafter (but only during
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continuance of such default or condition), terminate this
lease by written notice to Tenant; whereupon this lease shall
end. After an authorized assignment or subletting of the
entire premises covered by this lease, the occurring of any of
the foregoing defaults or events shall affect this lease only
if caused by, or happening to, the assignee or sublessee. Any
notice provided in this paragraph may be given by Landlord, or
his attorney, or Agent herein named. Upon such termination by
Landlord, Tenant will at once surrender possession of the
premises to Landlord and remove all of Tenant's effect
therefrom; and Landlord may forthwith re-enter the premises
and repossess himself thereof, and remove all persons and
effects therefrom, using such force as may be necessary
without being guilty of trespass, forcible entry or detainer
or other tort.
Reletting by 19. Landlord, as Tenant's agent, without terminating
Landlord this lease, upon Tenant's breaching this contract, may at
Landlord's option enter upon and rent premises at the best
price obtainable by reasonable effort with advertising and by
private negotiations and for any term the Landlord deems
proper. Tenant shall be liable to Landlord for the deficiency,
if any, between Tenant's rent hereunder and the price obtained
by Landlord on reletting.
Exterior Signs 20. Tenant shall place no signs upon the outside walls
or roof of the leased premises except with the written consent
of the Landlord. Any and all signs placed on the within leased
premises by Tenant shall be maintained in compliance with
rules and regulations governing such signs and the Tenant
shall be responsible to Landlord for any damage caused by
installation, use, or maintenance of said signs, and Tenant
agrees upon removal of said signs to repair all damage
incident to such removal.
Entry for 21. Landlord may card premises "For Rent" or "For Sale"
Carding, etc. thirty (30) days before the termination of this lease.
Landlord may enter the premises at reasonable hours to exhibit
same to prospective purchasers or tenants and to make repairs
required of Landlord under the terms hereof, or to make
repairs to Landlord's adjoining property, if any.
Effect of 22. No termination of this lease prior to the normal
Termination of ending thereof, by lapse of time or otherwise, shall affect
Lease Landlord's right to collect rent for the period prior to
termination thereof.
Mortgagee's 23. Tenant's rights shall be subject to any bona fide
Rights mortgage or deed to secure debt which is now, or may hereafter
be, placed upon the premises by Landlord.
No Estate In 24. This contract shall create the relationship of
Land Landlord and Tenant between the parties hereto; no estate
shall pass out of Landlord. Tenant has only a usufruct, not
subject to levy and sale, and not assignable by Tenant except
by Landlord's Consent.
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Holding Over 25. If Tenant remains in possession of premises after
expiration of the term hereof, with Landlord's acquiescence
and without any express agreement of parties, Tenant shall be
a tenant at will at rental rate in effect at end of lease; and
there shall be no renewal of this lease by operation law.
Attorney's Fees 26. If any rent owing under this lease is collected by
and Homestead or through an attorney at law, Tenant agrees to apy ten
percent (10%) thereof as attorneys' fees. Tenant waives all
homestead rights and exemptions which he may have under any
law as against any obligation owing under this lease. Tenant
hereby assigns to Landlord his homestead and exemption.
Rights 27. All rights, powers and privileges conferred
Cumulative hereunder upon parties hereto shall be cumulative but not
restrictive to those given by law.
Service of 28. Tenant hereby appoints as his agent to receive
Notice service of dispossessory or distraint proceedings and notices
hereunder, and all notices required under this lease, the
person in charge of leased premises at the time, or occupying
said premises; and if no person is in charge of, or occupying
said premises, then such service or notice may be made by
attaching the same on the main entrance to said premises. A
copy of all notices under this lease shall also be sent to
Tenant's last known address, if different from said premises.
Waiver of 29. No failure of Landlord to exercise any power given
Rights Landlord hereunder, or to insist upon strict compliance by
Tenant with his obligations hereunder, and no custom or
practice of the parties at variance with the terms hereof
shall constitute a waiver of Landlord's right to demand exact
compliance with the terms hereof.
Time of 30. Time is of the essence of this agreement.
Essence
Definitions 31. "Landlord" as used in this lease shall include first
party, his heirs, representatives, assigns and successors in
title to premises. "Tenant" shall include second party, his
heirs and representatives, and if this lease shall be validly
assigned or sublet, shall include also Tenant assignees or
sublessees, as to premises covered by such assignment or
sublease. "Agent" shall include third party, his successors,
assigns, heirs, and representatives. "Landlord", "Tenant", and
"Agent", include male and female, singular and plural,
corporation, partnership or individual, as may fit the
particular parties.
Special In so far as the following stipulations conflict with
Stipulations any of the foregoing provisions, the following shall control:
32. Landlord shall furnish, at no expense to Tenant,
lights, electricity, gas, hall and stair alarm and janitorial
service as presently furnished in the building. Landlord shall
maintain heating and air conditioning units.
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This lease contains the entire agreement of the parties hereto and
no representationss, inducements, promises or agreements, oral or otherwise,
between the parties, not embodied herein, shall be of any force or effect.
IN WITNESS WHEREOF, the parties herein have hereunto set their hands
and seals, in triplicate, the day and year first above written.
Signed, sealed and delivered as
to Landlord, in the presence of:
/S/ XXXXXX X. XXXXXX (Seal)
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(Landlord) Xxxxxx X. Xxxxxx
(Seal)
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Notary Public (Landlord)
Signed, sealed and delivered as
to Tenant, in the presence of: American Medical Alert Corp.
By:/S/XXXXX X. XXXXXX (Seal)
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(Tenant) Chief Financial Officer
(Seal)
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Notary Public (Tenant)
Signed, sealed and delivered as
to Tenant, in the presence of: ------------------------------------
La Vista Realty Co., Inc.
By: (Seal)
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Agent
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TRANSFER OF LEASE
For, and in consideration of the sum of One Dollar ($1.00), each to
the other paid, receipt of which is hereby acknowledged, and other valuable
considerations, ______________________ hereby transfers and assigns to
___________________________ all _______________________ rights and benefits
under a written lease from________________________________________to,
___________________________________, dated _______________, 19____, covering
premises knows as _____________________, Atlanta, Georgia, and
___________________________________ hereby accepts said transfer and assignment
and agrees to comply with all of Landlord's covenants and agreements under said
lease with both Tenant and Agent therein named.
In WITNESS WHEREOF, the undersigned have hereunto set their hands
and seals, in triplicate, this day of _________________, 19____
Signed, sealed and delivered as
to Seller, in the presence of:
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(Seal)
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Notary Public (Seller)
(Seal)
---------------------------------
(Seller)
Signed, sealed and delivered as to
Purchaser, in the presence of:
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(Seal)
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Notary Public (Seller)
(Seal)
---------------------------------
(Seller)
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RELEASE BY AGENT
GEORGIA, COUNTY
In consideration of ________________________ having assumed
_____________________ obligation to Agent under lease from
________________________ to _____________________ dated _____________________,
19____, covering premises located at ____________________ Atlanta, Georgia,
Agent hereby releases ________________________ from _________________
obligations to Agent under said lease.
IN WITNESS WHEREOF, said Agent has hereunto set his hand and affixed
his seal, in triplicate, this day of _____________________, 19______.
Signed, sealed and delivered in the presence
of:
(Seal)
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Agent)
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Notary Public
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