Exhibit 10.3
Commercial Property Lease
Section 1. Parties: This lease is made between Xxxx Xxxxx, of 0000 Xxxxxxxx
Xxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxx, 00000, as lessor, and Medgrup
Corporation., of 0000 Xxxxxx Xxxx Xxx, Xxxxx X, Xxxxxxxx, XX 00000, as lessee.
Section 2. Description of Leased Premises: Lessor leases to lessee and lessee
hires from lessor, the space as presently constituted known as Suites 102 & 203,
encompassing approximately 3,364 square feet (including 456 square feet of
common space) referred to below as the premises, on the 1st & 2nd floors in the
building known as The Xxxxx Building, at 0000 Xxxxxxxx Xxxxx, in County of El
Paso, State of Colorado, referred to below as the Office Building.
Section 3. Term: The space is leased for a term of three (3) years to commence
on June 1, 2000, and to end at 12:00 a.m. on May 31, 2003, or on such earlier
date as this lease may terminate as provided below, except that, if any such
date falls on a Sunday or a holiday, then this lease shall end at 12:00 a.m. on
the business day next preceding the above mentioned date.
Section 4. Rent: (a) In consideration of said lease, the lessee agrees to pay
the lessor as minimum rent for the premises:
(i) the sum of $47,096.00 in equal monthly installments of $3,924.67 from
June 1, 2000 (date of lease commencement) through May 31, 2001 (end of
first year);
(ii) the sum of $48,778.00 in equal monthly installments of $4,064.83 from
June 1, 2001 (second year commencement date) through May 31, 2002 (end of
second year);
(iii) the sum of $50,460.00 in equal monthly installments of $4,205.00 from
June 1, 2002 (third year commencement date) through May 31, 2003 (end of
third year);
(iv) an option to extend the lease for an additional three, (1) year terms
is agreed to. Rental rates to be set rates with $.50/foot increase per year
at the exercise of the option. Notice of intent to exercise this option
must be given ninety (90) days prior to the end of the lease.
(b) Prorations including, but not limited to, taxes, insurance, utilities,
janitorial services, maintenance, security systems, operating costs and other
common services provided the Office Building will be prorated among the tenants.
The lessee's prorated share is forty-one percent (41%) of the expenses for the
entire office building. Tenant reserves the right to review the common area
accounts and annual adjustments and to have some right to dispute the figures,
without cost to the Tenant.
(c) Lessor acknowledges receipt from lessee of the sum of $3,924.67 by check,
for rent to and including the month of June, 2000. If lessor is unable to give
possession of the premises on the date of commencement of the term of this lease
by reason of the holding over of any tenant or occupant, or because
construction, repairs or improvements are not completed, rent shall xxxxx for
the period that possession by tenant is delayed. If such a delay shall continue
for more than 10 days, then lessee may, within 5 days after the expiration of
such 10 day period, give lessor a notice of election to terminate this lease.
Unless possession of the premises shall be made available sooner to lessee, this
lease shall terminate on the 10th day after the giving of such notice and lessor
shall return to lessee the consideration paid. Lessor shall have no obligation
to lessee for failure to give possession except as above provided.
(d) The lessor and lessee agree that lessor will build-out to lessee's plans and
will xxxx lessee for any and all additional costs. Build-out will include
outside walls, carpeting and standard fluorescent overhead lighting. Inside
walls and upgrades/changes shall be billed to lessee and shall be paid, in full,
prior to commencement of construction. The lessee is responsible for the design
and layout of the space subject to the lessor's approval which will not be
unreasonably withheld. Lessor or its contractor, subcontractors or agents will
complete the construction and tenant improvements for the lessee. Upon submittal
of the design and layout by the lessee, the lessor will provide a proposed
budget for the construction within 20 days. All construction and improvements
shall be done in accordance with applicable building codes. Any costs or
expenses which exceed this tenant finish allowance shall be paid by the lessee.
Section 5. Use, Occupancy and Signage: Lessee shall use and occupy the premises
for general office purposes, including, but not limited to, the business of
Medical Record Coding. Lessor represents that the premises may lawfully be used
for this purpose. The lessor shall provide standard signage at the building, in
the lobby and at the entrance to suites 102 & 203 of the building. No sign,
placard, picture, advertisement, name, notice, door sign or window covering
visible from the exterior of the building or corridor hall shall be inscribed,
painted or affixed by the lessee on or about any part of the outside of the
building or premises without the prior written consent of the lessor.
Section 6. Place for Payment of Rent and Late Charges: Lessee shall pay rent,
and any additional rent as provided below, to lessor at lessor's above-stated
address, or at such other place as lessor may designate in writing, without
demand and without counterclaim, deduction, or setoff, without court order.
Lessee acknowledges that the late payment to lessor of rent or other sums due
under this lease will cause the lessor to incur costs not contemplated by this
lease, the exact amount of which would be extremely difficult and impractical to
ascertain. Therefore, in the event that the lessor should fail to pay any
installment of rent or any sum due hereunder within five (5) business days from
the date due, lessee shall pay to the lessor as additional rent a late charge
equal to ten percent (10%) of or equal to $50.00 a month and interest of the
amount in default at a rate of fifteen percent (15%) per annum form the date of
default until paid.
Section 7. Care and Repair of Premises: Lessee shall commit no act of waste and
shall take good care of the premises and the fixtures and appurtenances, and
shall, in the use and occupancy of the premises, conform to all laws, orders,
and regulations of the federal, state, and municipal governments or any of their
departments. Lessor shall make all necessary repairs to the premises, except
where the repair has been made necessary by misuse or neglect by lessee or
lessee's agents, servants, visitors or licensees. All improvements made by
lessee to the premises, which are so attached to the premises that they cannot
be removed without material injury or damage to the premises, shall become the
property of lessor upon installation.
Not later than the last day of the term lessee shall, at lessee's expense,
remove all of lessee's personal property and those improvements made by lessee
which have not become the property of lessor, including trade fixtures, cabinet
work, movable paneling, partitions and the like; repair all injury done by or in
connection with the installation or removal of the property and improvements;
and surrender the premises in as good condition as they were at the beginning of
the term, reasonable wear, and damage by fire, the elements, casualty, or other
cause not due to the misuse or neglect by lessee or lessee's agents, servants,
visitors or licensees, excepted. All property, furniture, fixtures, and personal
property of any kind of lessee remaining on the premises after the last day of
the term of this lease shall be conclusively deemed abandoned and shall become
the property of the lessor.
Section 8. Alterations, Additions or Improvements: Lessee shall not, without
first obtaining the written consent of lessor, make any alterations, additions
or improvements in, to or about the premises. All alterations, additions,
erections or improvements on or in the Office Building shall at the option of
the lessor, be and become a part of the Office Building and shall, at the option
of the lessor, remain upon and be surrendered with the premises as a part
thereof at the termination of this lease. Should the lessee fail to remove any
furniture or fixtures or personal property of any kind, then same shall be
considered a abandoned and become the property of the lessor.
Section 9. Prohibition Against Activities Increasing Fire Insurance Rates:
Lessee shall not do or suffer anything to be done on the premises which will
cause an increase in the rate of fire insurance on the building.
Section 10. Accumulation of Waste or Refuse Matter: Lessor and Lessee shall not
permit the accumulation of waste or refuse matter on the leased premises or
anywhere in or near the building.
Section 11. Abandonment: Lessee shall not abandon the premises, without
continuing to pay rent, when due.
Section 12. Assignment of Sublease: Lessee shall not, without first obtaining
the written consent of the lessor which shall not be unreasonably withheld,
assign, mortgage, pledge, or encumber this lease, in whole or in part, or sublet
the premises or any part of such premises. This covenant shall be binding upon
the legal representatives of lessee, and upon every person to whom lessee's
interest under this lease passes by operation of law, but shall not apply to an
assignment or subletting to the parent or subsidiary of a corporate lessee or to
a transfer of the leasehold interest occasioned by a consolidation or merger
involving lessee.
Section 13. Compliance with Rules and Regulations: Lessee shall observe and
comply with the rules and regulations set forth below, which are made part of
this agreement, and with any further reasonable rules and regulations as lessor
may prescribe, on written notice to the lessee, for the safety, care, and
cleanliness of the building and the comfort, quiet, and convenience of other
occupants of the building.
Section 14. Common Areas: The common areas of the Office Building is that part
of the building designated by the lessor from time to time for the common use of
all tenants, including among other facilities, parking areas, sidewalks,
landscaping, curbs, courtyards, hallways, lighting facilities, drinking
fountains, public toilets, utility rooms and the like. Lessee and its employees,
customers, sublessees, concessionaires and licensees shall have the
non-exclusive right to use the common areas in common with the lessor and other
tenants in the Office Building subject to reasonable usage rules and regulations
governing the use as lessor may from time to time prescribe.
Section 15. Water and Sewer: Lessor agrees to furnish hot and cold water for
lavatory purposes as a part of common area costs. If a further supply of water
is required by lessee, lessee shall, at lessee's expense, install (and shall
thereafter maintain at lessee's expense) a water meter to register lessee's
consumption of water, and lessee shall pay as additional rent, when and as bills
are rendered, for water consumed, at the cost to lessor, and for sewer rents and
all other rents and charges based upon consumption of water. Lessor agrees to
furnish sewer service to the building customary in the office building. Should
lessee require any specialized, custom or otherwise required sewer services
other than ordinary office building sewer service, lessee shall, at lessee's
expense, install (and shall thereafter maintain at lessee's expense) any
specialized custom or otherwise required sewer system, and lessee shall pay as
additional rent, when and as bills are rendered, for specialized custom or
otherwise required sewer, at the cost to lessor, and charges based upon use of
sewer systems. Lessee further agrees that lessee is solely responsible for all
bio-hazardous, otherwise hazardous and noxious materials, fumes, or emissions
which are in no way released, emitted or discharged by the lessee into the sewer
system or otherwise.
Section 16. Indemnity: Lessee agrees to defend, pay indemnify and save free and
harmless the lessor from and against any and all claims, demand, fines, suits,
actions proceedings, orders, decrees and judgments of any kind or nature by or
in favor of anyone whomsoever and from and against any and all costs and
expenses, including reasonable attorney fees and costs, resulting from or in
connection with loss of life, bodily or personal injury or property damage,
governmental assessment, demand, abatement or other governmental claim or
demand, directly or indirectly, out of or from or on account of any occurrence
in, upon, at or from the premises or occasioned wholly or in part through the
use and occupancy of the premises or any improvements thereof or appurtenances
thereto, or by any act or omission of lessee or any subtenant, concessionaire or
licenses of lessee or its respective employees, agents, or contractors in, upon,
or at the premises or its appurtenances or any common areas of the building,
except nothing herein mentioned shall excuse or exculpate lessor or its
employees, agents or contractors from their own negligence; and in any such case
the indemnification and hold harmless provided herein shall not apply. Lessor
shall indemnify lessee for damages incurred resulting from the actions of
lessor, it's employees, agents, licensees and contractor including attorney fees
and costs.
Section 17. Cleaning Services: If the leased premises are used exclusively as
offices, lessor agrees to furnish cleaning services customary in the building.
Section 18. Electricity and Natural Gas: Lessee shall be responsible for their
own monthly payments of electricity and natural gas. Lessor will cause to have
installed meters to monitor the monthly output regarding electricity and natural
gas. Lessee shall not use any electrical equipment which in lessor's reasonable
opinion will overload the wiring installations or interfere with the reasonable
use of such installations. Lessor will pro-rate lessee, on a monthly basis, per
the percentage of common area for the usage of electricity for said common area.
Section 19. Damages to Building: If the building is damaged by fire or any other
cause to such an extent that the cost of restoration, as reasonably estimated by
lessor, will equal or exceed seventy five percent of the replacement value of
the building (exclusive of foundations) just prior to the occurrence of the
damage, then lessor may, no later than the 20th day following the damage, give
lessee a notice of election to terminate this lease, or if the cost of
restoration will equal or exceed seventy five percent of such replacement value
and if the premises shall not be reasonably usable for the purposes for which
they are leased under this agreement, then lessee may, no later than the 30th
day following the damage, give lessor a notice of election to terminate this
lease. In event of either such election this lease shall be deemed to terminate
on the 5th day after the giving of such notice, and lessee shall surrender
possession of the premises within a reasonable time thereafter, and the rent,
and any additional rent, shall be apportioned as of the date of the leased
premises became unusable, beyond this date shall be repaid to tenant.
In any case in which use of the premises is affected by any damage to the
building, there shall be either an abatement or an equitable reduction in rent
depending on the period for which and the extent to which the premises are not
reasonably usable for the purpose for which they are leased under this
agreement. The words "restoration" and "restore" as used in this section shall
include repairs. If the damage results from the fault of the lessee, unrelated
third party or lessee's agents, servants, visitors, or licensees, lessee shall
not be entitled to any abatement or reduction of rent, except to the extent, if
any, that lessor receives the proceeds of rent insurance in lieu of such rent.
Eminent Domain: If the cost of restoration as estimated by lessor shall amount
to less than seventy five percent of the replacement value of the building, or
if, despite the cost, lessor does not elect to terminate this lease, lessor
shall restore the building and the premises with reasonable promptness, subject
to delays beyond lessor's control and delays in the making of insurance
adjustments between lessor and its insurance carrier, and lessee shall have no
right to terminate this lease except as provided in this lease. Lessor need not
restore fixtures and improvements owned by tenant. If lessee must vacate
property during restoration, for any reason, lessee will not be charged rent
during that period.
If the premises, any part of the premises, any estate in the premises, or any
other part of the building materially affecting lessee's use of the premises, be
taken by eminent domain, this lease shall terminate on the date when title vests
pursuant to such a taking. The rent, and any additional rent, shall be
apportioned as of the termination date and any rent paid for any period beyond
that date shall be repaid to lessee. Lessee shall not be entitled to any part of
the award for such taking or any payment in lieu of such payment, but lessee may
file a claim for any taking of fixtures and improvements owned by lessee, and
for moving expenses.
Section 20. Waivers of Subrogation: Notwithstanding the provisions of Section
VII of this lease, in the event of loss or damage to the building, the premises
and/or any contents, each party shall look first to any insurance in its favor
before making any claim against the other party; and, to the extent possible
without additional cost, each party shall obtain, for each policy of such
insurance, provisions permitting waiver of any claim against the other party for
loss or damage within the scope of such insurance, and each party, to such
extent permitted, for itself and its insurers waives all such insured claims
against the other party.
Section 21. Lessor's Remedies on Default: If lessee defaults in the payment of
rent, or any additional rent, or defaults in the performance of any of the other
covenants or conditions of this agreement, lessor may give lessee notice of
default and if lessee does not cure any rent, or additional rent, default within
ten (10) business days, or other default within ten (10) business days, after
the giving of notice (or if any other default is of such a nature that it cannot
be completely cured within such a period, if lessee does not commence curing
within such ten (10) business days and thereafter proceed with reasonable
diligence and in good faith to cure such a default), then lessor may terminate
this lease on not less than ten (10) business days notice to lessee. On the date
specified in the notice, the term of this lease shall terminate and lessee shall
then quit and surrender the premises to lessor, but lessee shall remain liable
as provided below.
Section 22. Deficiency: In any case where lessor has recovered possession of the
premises by reason of lessee's default, lessor may, at lessor's option, occupy
the premises or cause the premises to be redecorated, altered, divided,
consolidated with other adjoining premises, or otherwise changed or prepared for
reletting, and may relet the premises or any part of the premises as agent of
lessee or otherwise, for a term or terms to expire prior to, at the same time
as, or subsequent to, the original expiration date of this lease, at lessor's
option, and receive the rent. Rent so received shall be applied first to the
payment of such expenses as lessor may have incurred in connection with the
recovery of possession, redecorating, altering, dividing, consolidating with
other adjoining premises, or otherwise changing or preparing for reletting, and
the reletting, including brokerage and reasonable attorneys' fees and costs, and
then to the payment of damages in amounts equal to the rent under this agreement
and to the cost and expenses of performance of the other covenants of lessee as
provided in this lease.
Lessee agrees, in any such case, whether or not lessor has relet, to pay to
lessor damages equal to the rent and other sums agreed to be paid by lessee,
less the net proceeds of the reletting, if any, and the damages shall be payable
by lessee on the several rent days specified above. In reletting the premises,
lessor may grant rent concessions, and lessee shall be credited with such
concessions, if reasonable in light of market conditions. No such reletting
shall constitute a surrender and acceptance or be deemed evidence of a surrender
and acceptance. If lessor elects, pursuant to this agreement, actually to occupy
and use the premises or any part of the premises during any part of the balance
of the term as originally fixed or since extended, there shall be allowed
against lessee's obligation for rent or damages as defined in this lease, during
the period of lessor's occupancy, the reasonable value of such occupancy, not to
exceed, in any event, the rent reserved in this lease, and such occupancy shall
not be construed as a relief of lessee's liability under this agreement.
Upon an uncured and property notice default, as defined above by the lessee, the
lessor shall have the right to immediately re-enter the premises either by
summary proceedings, by force or otherwise and disposses the lessee and all
other occupants therefrom and remove and dispose of all property therein or, at
the lessor's option, store the lessees in a public warehouse or elsewhere at the
cost and for the account of the lessee, all without service of any notice of
intention to re-enter with or without recourse to legal process (which lessee
hereby expressly waives) and without lessor being deemed guilty of trespass or
becoming liable for any loss or damage which may be occasioned thereby, provided
lessor acts reasonably.
Section 23. Effect of Failure To Insist on Strict Compliance With Conditions:
The failure of either party to insist on strict performance of any covenant or
condition of this agreement, or to exercise any option contained in this lease,
shall not be construed as a waiver of such covenant, condition, or option in any
other instance. This lease cannot be changed or terminated orally.
Section 24. Collection of Rent from Any Occupant: If the premises are sublet or
occupied by anyone other than lessee and lessee is in default under this
agreement, or if this lease is assigned by lessee, lessor may collect rent from
the assignee, subtenant, or occupant, and apply the net amount collected to the
rent. No such collection shall be deemed a waiver of the covenant in this lease
against assignment and subletting, or the acceptance of such assignee,
subtenant, or occupant as lessee, or a release of lessee from further
performance of the covenants contained in this lease.
Section 25. Subordination of Lease: This lease shall be subject and subordinate
to all underlying leases and to deeds to secure debt which may now or
subsequently affect such leases or the real property of which the premises form
a part, and also to all renewals, modifications, consolidations, and
replacements of the underlying leases and the deeds to secure debt. Although no
instrument or act on the part of lessee shall be necessary to effectuate such a
subordination, lessee will, nevertheless, execute and deliver any further
instruments confirming such a subordination of this lease as may be desired by
the holders of the deeds to secure debt or by any of the lessors under the
underlying leases. Lessee appoints lessor attorney in fact, irrevocably, to
execute and deliver any such instrument for lessee. If any underlying lease to
which this lease is subject terminates, lessee shall, on timely request, attorn
to the owner of the reversion.
Section 26. Security Deposit: Lessee shall deposit with lessor upon beneficial
occupancy of the premises the sum of $4,000.00 as security for the performance
of lessee's obligations under this lease, including without limitation the
surrender of possession of the premises to lessor as provided in this lease. If
lessor applies any part of the deposit to cure any default of lessee, lessee
shall upon demand deposit with lessor the amount so applied, so that lessor
shall have the full deposit on hand at all times during the term of this lease.
In the event that the security deposit has not been utilized by the lessor, the
deposit, or so much thereof as has not been utilized shall be refunded to lessee
upon full performance of this lease by the lessee within thirty (30) days after
the termination of the lease.
Section 27. Lessor's Right To Cure Lessee's Breach: If lessee breaches any
covenant or condition of this lease, lessor may, on reasonable notice to lessee
(except that no notice need be given in case of emergency), cure such a breach
at the expense of lessee and the reasonable amount of all expenses, including
attorneys' fees, incurred by lessor in so doing (whether paid by lessor or not)
shall be deemed additional rent payable on demand.
Section 28. Mechanics' Lien: Lessee shall within 20 days after notice from
lessor discharge any mechanics' liens for materials or labor claimed to have
been furnished to the premises on lessee's behalf. Lessee agrees to provide all
necessary bonding or other security required to bond around any lien recorded
against the property as a result of any act or omission on the part of lessee.
Section 29. Notices: Any notice by either party to the other shall be in writing
and shall be deemed to have been duly given only if delivered personally or sent
by registered or certified mail in an addressed postpaid envelope; if to lessee,
at the above described building; if to lessor, at lessor's address as set forth
above; or, to either, at any other address as lessee or lessor, respectively,
may designate in writing. Notice shall be deemed to have been duly given, if
delivered personally, upon delivery, and if mailed, upon the 7th day after the
mailing of such notice.
Section 30. Lessor's Right to Inspection, Repair, and Maintenance: Lessor may
enter the premises at any reasonable time, during regular business hours, upon
adequate notice to lessee (except that no notice need be given in case of
emergency) for the purpose of inspection or the making of such repairs,
replacements, or additions in, to, on and about the premises or the building, as
lessor deems necessary or desirable. Lessee shall have no claim or cause of
action against lessor by reason of such entry except as provided in this
Section.
Section 31. Interruption of Services or Use: Interruption or curtailment of any
service maintained in the building, if caused by strikes, mechanical
difficulties, or any causes beyond lessor's control whether similar or
dissimilar to those enumerated, shall not entitle lessee to any claim against
lessor or to any abatement in rent, and shall not constitute constructive or
partial eviction, unless lessor fails to take such measures as may be reasonable
in the circumstances to restore the service without undue delay. If the premises
are rendered untenantable in whole or in part, for a period of 15 business days,
by the making of repairs, replacements, or additions, other than those made with
lessee's consent or caused by misuse or neglect by lessee or lessee's agents,
servants, visitors, or licensees, there shall be a proportionate abatement of
rent during the period of such untenantability.
Section 32. Lease Renewal and Lessor's Right To Show Premises: Lessee shall
notify the lessor in writing six (6) months prior to the termination of this
lease as to whether lessee wishes to renegotiate and extend the lease for an
additional period of time. Upon such notice the parties will enter into
negotiations for a new lease term and conditions. Lessor may show the premises
to prospective purchasers and mortgagees and, during the six (6) months or upon
notice of intent to vacate prior to termination of this lease, to prospective
tenants, during business hours upon reasonable notice to lessee.
Section 33. Effect of Other Representations: No representations or promises
shall be binding on the parties to this agreement except those representations
and promises contained in this lease, or in some future writing signed by the
party making such representations or promises.
Section 34. Peaceful Enjoyment: Lessor covenants that if, and so long as, lessee
pays the rent, and any additional rent as provided in this lease, and performs
the covenants of this lease, lessee shall peaceably and quietly have, hold, and
enjoy the premises for the term mentioned in this lease, subject to the
provisions of this lease.
Section 35. Lessee's Certification as to Force and Effect of Lease: Lessee
shall, from time to time, upon not less than five (5) days prior written request
by lessor, execute, acknowledge, and deliver to lessor a written statement
certifying that the lease is unmodified and in full force and effect, or that
the lease is in full force and effect as modified and listing the instruments of
modification; the dates to which the rents and other charges have been paid;
and, whether or not to the best of lessee's knowledge lessor is in default under
this lease and, if so, specifying the nature of the default. It is intended that
any such statement delivered pursuant to this section may be relied upon by a
prospective purchaser of lessor's interest or mortgagee of lessor's interest or
assignee of any mortgage upon lessor's interest in the building.
Section 36. Section Headings: The section headings in this lease are intended
for convenience only and shall not be taken into consideration in any
construction or interpretation of this lease or any of its provisions.
Section 37. Binding Effect on Successors and Assigns: The provisions of this
lease shall apply to, bind, and inure to the benefit of lessor and lessee, and
their respective heirs, successors, legal representatives, and assigns. It is
understood that the term "lessor" as used in this lease means only the owner, a
mortgagee in possession, or a term lessee of the building, so that in the event
of any sale of the building or of any lease of the building, or if a mortgagee
shall take possession of the premises, the lessor shall be entirely freed and
relieved of all covenants and obligations of lessor subsequently accruing under
this agreement. It shall be deemed without further agreement that the purchaser,
the term lessee of the building, or the mortgagee in possession has assumed and
agreed to carry out any and all covenants and obligations of the lessor under
this agreement.
Dated March 15, 2000
Xxxx Xxxxx MedGrup Corporation
By: /s/ Xxxx Xxxxx By: /s/ Xxxxx X. Xxxxxx
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Xxxx Xxxxx, Proprietor Xxxxx X. Xxxxxx
President
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
Controller
