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EXHIBIT 10.96
THE RIBEIRO CORPORATION
This Lease made and entered into June 23, 1997, by and between
QUAIL PARK IV, AND NV LTD PARTNERSHIP
hereinafter called "Lessor", and
OPTIMUMCARE CORPORATION, A DELAWARE CORPORATION
hereinafter called "Lessee".
WITNESSETH:
DEMISED
PREMISES
Lessor hereby leases, demises and lets unto Lessee, and Lessee hereby leases,
hires and takes from Lessor those certain Premises hereinafter called the
"Demised Premises," located in the certain building (the "Building"), described
as follows:
THAT APPROXIMATE 3,840 SQUARE FEET OF OFFICE SPACE LOCATED AT 0000 X.
XXXXXXXXXX, XXX XXXXX, XXXXXX 00000, KNOWN AS UNIT #77 & #78 AS INDICATED IN RED
ON EXHIBIT "B" ATTACHED.
This lease is made upon the following terms, covenants, and conditions to which
the parties hereby agree:
TERM:
1. The term of this Lease shall commence on AUGUST 1, 1997, and shall
continue for a term of THIRTY-SIX (36) months from and after said date of
commencement. If the Demised Premises require improvements to be constructed by
the Lessor prior to occupancy of the said Demised Premises require improvements
shall be set out in "Exhibit A" attached hereto, consisting of plans,
specifications and descriptions of the work to be performed prior to said date
of occupancy, together with the specification as to the cost of such
improvements and the party to bear such cost of improvement. If, despite
Lessor's best efforts, said Demised Premises, as improved in accordance with the
agreement of the parties, are not delivered by Lessor on or before N/A 19 , this
Lease shall have no further force or effect and each party shall be relieved of
all obligations each to the other, provided that said date will be extended for
a period equal to the time construction has been delayed due to causes beyond
the reasonable control of Lessor.
RENTAL
2. (a) Lessee agrees to pay a Base Monthly Rental (plus any excise,
privilege or sales taxes or any tax levied on the rentals or the receipt
thereof, except Lessor's income tax) on the first day of each calendar month
throughout the demised term without offset or deduction of any kind. Rental to
be paid in lawful monthly of the United States of America, which shall be legal
tender at the time of payment of rents, as follows:
10/1/97 - 9/30/98: FIVE THOUSAND NINE HUNDRED FIFTY-TWO ($5,952.00) DOLLARS
10/1/98 - 9/30/99: SIX THOUSAND ONE HUNDRED FORTY-FOUR ($6,144.00) DOLLARS
10/1/99 - 9/30/00: SIX THOUSAND THREE HUNDRED THIRTY-SIX ($6,336.00) DOLLARS
(b) Lessee understands that the issuance of a check or draft without
funds or with intent to defraud is a criminal offense punishable by imprisonment
or by a fine or both
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fine and imprisonment.
(c) In the event the term of this Lease commences other than on the
first day of a calendar month, or if the termination date is not the last day of
a month, a prorated monthly installment shall be paid for the fractional month
during which this Lease commences and/or terminates. Payment of rent shall be
made by Lessee to Lessor at such addresses as shall from time to time be
designated by Lessor to Lessee in writing.
(d) If any payment of Base Monthly Rental is not received by Lessor by
the fifth (5th) day of the calendar month in which it is due, then that Base
Monthly Rental payment shall be increased by five percent (5%) for that month.
Nothing in this Lease shall be construed to permit the payment of rent after the
date on which it is due. The parties hereby agree that such late charges
represents a fair and reasonable estimate of the costs Lessor will incur by
reason of late payment by Lessee. Acceptable of such late charged by Lessor
shall in no event constitute a waiver of Lessee's default with respect to such
overdue amount, nor excuse or cure any default by Lessee under this Lease, nor
prevent Lessor from exercising any of the other rights and remedies granted
hereunder.
(e) "Rent", "Rental", "rent", or "rental" includes the Base Monthly
Rental and other sums as may be due from Lessee pursuant to any of the
provisions of this Lease, and any other sums, payable, or becoming payable to
lessor under this Lease.
(f) In the event a check comes back for insufficient funds, a service
fee of $25.00 will be assessed to the Lessee.
DEPOSIT
3. For and as additional consideration for the making of this Lease,
Lessee shall pay to Lessor, upon execution of this Lease, the sum of:
SIX THOUSAND FOUR HUNDRED THIRTY-SIX ($6,436.00) DOLLARS
As a security deposit to insure Lessee's faithful performance of the terms,
conditions, covenants and agreements of this Lease. The security deposit may not
be applied against rental payments by the Lessee. If the Lessee fully complies
with all the terms, conditions, covenants an agreements of this Lease, then
within thirty (30) days after the expiration of the Lease term, and cleanup
completed in conjunction with paragraph 33, the security deposit without
interest shall be refunded to Lessee (or, at Lessor's option to the last
permitted assignee of Lessee's interests hereunder) less the reasonable value of
damages suffered by the Lessor, including but not limited to rental
delinquencies, costs of repairs, cleaning, lock and key change charges and other
obligations of Lessee to Lessor.
TAXES, INSURANCE
AND ASSESSMENTS
4.(a) As additional rent, Lessee agrees to pay to Lessor in each year of
the term of this Lease a prorated amount equal to any rate increase of liability
and casualty insurance required by the insurance company upon the building and
Demised Premises in addition to an amount equal to an increase in taxes, general
or special assessments, improvements or retrofitting expenses assessed by any
federal, state or municipal authority for the real property of which the
Building and Demised Premises are a part of. The proration of the insurance,
taxes and assessments set forth above shall be based upon the percentage of the
total floor space of the Building and Demised Premises, whether occupied or not,
to the amount of floor space being leased by Lessee. Such additional rental
shall be paid as soon as the amount thereof shall have been determined and upon
written demand thereof by Lessor to Lessee, with the next succeeding installment
of rental. Such additional rental shall be prorated for the first and last years
of the demised terms to reflect
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periods during either or both said years not included within the demised term.
PURPOSED
5. Lessee agrees to use and occupy the Demised Premises during the term
of this Lease for the purpose of:
ADULT PSYCHIATRIC DAYCARE SERVICE & RELATED ACTIVITIES
And for no other purpose whatsoever without the written consent of Lessor,
Lessee shall not use, or permit the Demised Premises, or any part thereof, to be
used, for any purpose or purposes other than the purpose for which said Demised
Premises are hereby leased; and no use shall be made of the Demised Premises, or
acts done, which will increase the rate of insurance upon the Building in which
said Demised Premises may be located over the standard rate of insurance
prevailing in the area in which said Demised Premises are located, or cause a
cancellation of any part thereof, or make it impossible for Lessor to obtain an
insurance policy covering the Building or any part thereof. If the rate of any
insurance carried by Lessor is increased as a result of Lessees use, Lessee
shall pay to Lessor the increase within ten (10) days after Lessor delivers to
Lessee a certified statement from Lessor's insurance carrier stating that the
rate of increase was caused solely by an activity of Lessee on the Premises as
permitted in this Lease. Any other provision hereof to the contrary
notwithstanding Lessee shall not do or permit anything to done in or about the
Premises which will in any way obstruct or interfere with the rights of other
Lessees or occupants of the Building or injure or annoy them or use or allow the
Premises to be used for any improper, immoral, unlawful or objectionable
purpose, nor shall Lessee cause maintain or permit any nuisance in, on or about
the Premises. Lessee will not commit or suffer to be committed any waste in or
upon the Premises.
ALTERATIONS AND
ADDITIONS
6. (a) Lessee shall not, without Lessor's prior written consent, make
any alterations, additions or utility installation, in, on or about the Demised
Premises. As used in this Paragraph 6(a), the term "utility installation" shall
include ducting, power panels, florescent fixtures, space heaters, conduit and
wiring. As a condition to giving such consent, Lessor may require the Lessee
agree to remove any such alterations, additions, improvements or utility
installations at the expiration of the demised term and to restore the Demised
Premises to their prior condition. As a further condition to giving such
consent, Lessor may require Lessee to provide Lessor, at Lessee's sole cost and
expense, a lien and completion bond in an amount equal to one and one-half
(1-1/2) times the estimated cost of such improvements, to insure Lessor against
any liability for mechanics' and materialmen's liens and to insure completion of
the work.
(b) Unless Lessor requires their removal, as set forth in Paragraph
6(a), all alterations, additions, improvements and utility installments (whether
or not such utility installations constitute trade fixtures of Lessee), which
may be made on the Demised Premises, shall at the expiration or earlier
termination of the Lease become the property of Lessor an remain upon and be
surrendered with the Demised Premises. Notwithstanding the provision of the
Paragraph 6(b), personal property, business and trade fixtures, cabinetwork,
furniture, moveable partitions, machinery and equipment other than that which is
affixed to the Demised Premises, shall remain the property of Lessee and may be
removed by Lessee subject to the provisions of Paragraph 33, at any time during
the term of this Lease when Lessee is not in default hereunder.
(c) If the space is equipped with air conditioning and heating system,
Lessor has designed air conditioning and heating system for standard office
occupancy only. Such systems are NOT designed for excessive traffic, exposure to
outside temperatures, excessive equipment, excessive personnel, nor computer
room environment. Upgrading of air conditioning and heating systems can be done
at Lessee's expense.
GLASS AND
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DOORS
7. Lessee shall be responsible for all doors and glass damages by wind,
vandalism, etc., on the Demised Premises, and Lessee shall forthwith replace or
repair same at Lessor's sole expense.
ABANDONMENT
8. Lessee agrees not to vacate or abandon the Demised Premises at any
time during the demised term. Should Lessee vacate or abandon the Demised
Premises or be dispossessed by process of law or otherwise, such abandonment,
vacation or dispossession shall be a default hereunder. Lessee agrees that any
property not claimed within thirty (30) days after the abandonment of the
Demised Premises by the Lessee, or after the expiration of thirty (30) days
after the expiration or earlier termination of this Lease, becomes the property
of the Lessor and shall be sold by the Lessor and the Lessor is to retain the
proceeds derived therefrom as reimbursement for costs related to storing said
property, and not as a penalty.
LESSOR'S CONVEYANCE
9. If during the term of this Lease, Lessor shall repair and maintain
the Demised Premises and every part thereof, including but not limited to all
glazing, skylights, and signs in good, safe and sanitary condition, except those
portions which Lessor agrees to maintain in this Paragraph 10. Lessor shall, at
Lessor's expense, repair and maintain only the heating and air conditioning
equipment and the exterior walls, exterior roof and cement-embedded or sub
surface non-accessible plumbing serving the Demised Premises, sidewalks,
driveways, landscaping and parking lots, except that Lessee shall reimburse
Lessor for any costs incurred by Lessor in repair and maintenance of damage
caused by the intentional or negligent act of Lessee, its officers, agents,
partners, employees, tradesmen or customers. Lessor shall not be liable to
Lessee or any other party whatsoever for any damage or injury caused by Lessor's
failure to keep or maintain said heating and air conditioning equipment,
exterior walls, exterior roof, cement-embedded or sub-surface, non-accessible
plumbing, landscaping, sidewalks, driveways and parking lots unless Lessee has
given Lessor written notice of the need to repair said portions of the Demised
Premises and Lessor has failed to make said repairs within a reasonable time
after receiving written notice. By entry hereunder, Lessee accepts the Demised
Premises as being in good and sanitary order, condition and repair. It is
understood and agreed that Lessor has no obligation to alter, remodel, improve,
repair, decorate or paint the Demised premises or any part thereof, except as
specifically herein set forth, and no representation's respecting the condition
of the Demised Premises have been made by Lessor to Lessee, except as
specifically herein set forth.
LAWS AND
REGULATIONS
11. (a) Lessee at its own cost and expense shall comply promptly with
all laws, rules, and orders of all Federal, State and Municipal Governments, or
departments which may be applicable to the Demised Premises.
(b) Lessee shall faithfully observe and comply with the rules and
regulations adopted by Lessor from time to time and all modifications of any
additions thereto from time to time put into effect by Lessor. Lessor shall not
be responsible to Lessee for the nonperformance by any other lessee or occupant
of the Building of any of said rules and regulations.
INDEMNIFICATION
12. Lessor shall not be liable to Lessee, its officers, agents,
employees, customers, invitees or third parties for any loss or damage to
property, including goods, wares and merchandise, or for any injury or death to
persons, in, on, or about the Demised Premises. Lessee agrees to indemnify and
save Lessor harmless of and from any and all costs, expenses, claims, demands,
obligations and liabilities, cause or causes of action by reason of or in
connection with the condition of state or repair or use of the Building, common
areas, Demised Premises or appurtenances thereto including all adjacent
sidewalks, alleys, and parking lots.
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SIGNS AND
AUCTIONS
13. Lessee shall not place or permit to be placed any advertising, sign,
marquee, awning, decoration or other attachment on the common areas, in or on
the Building or the real property on which the Building is situated or on the
roof, front, windows, doors or exterior walls of the Demised Premises without
the prior written consent of Lessor. Lessor may without liability, enter upon
the Demised Premises or elsewhere and remove any such advertising, sign,
marquee, awning, decoration or attachment affixed in violation of this Paragraph
13, all at Lessee's expense. Lessee shall not conduct any auction in the Demised
Premises, the Building, or on any portion of the real property on which the
Building and Demised Premises are situated, without Lessor's written consent.
Any sign on any Building must be approved by Lessor in writing.
UTILITIES
14. (a) Lessee, from time to time it first enters the Demised Premises
for the purpose of setting fixtures, or from the commencement of the Term of
this lease, whichever date shall first occur, and throughout the Term of this
Lease shall pay prior to delinquency for all water, gas, heat, light, power,
telephone service and all other utilities and services supplied to or consumed
in or on the Demised Premises, whether or not separately metered. As additional
rent, Lessee agrees to pay to Lessor the additional sum of ONE HUNDRED DOLLARS
($100.00) per month for water and sewer. In the event that there is an increase
in water and sewer rates, Lessee shall pay that portion (the determination to be
made by Lessor) of increase to Lessor within ten (10) days of written demand
therefore by Lessor to Lessee. As additional rent, Lessor agrees to pay to
Lessor an additional cost of N/A DOLLARS ($N/A) per month for gas. In the event
that there is an increase in gas rates, Lessee shall pay its portion (the
determination to be made by Lessor) of increase as the floor area of the Demised
Premises bears to the total floor area of the Building, whether occupied or not.
(b) LESSOR shall not be held responsible for any interruption in utilities
whatsoever.
ENTRY BY
LESSOR
15. Lessee shall permit Lessor and its agents to enter the Demised
Premises at all reasonable times or any of the following purposes: To inspect
the same; to show said Demised Premises to prospective purchasers; to maintain
the Building; to make such repairs to the Demised Premises as Lessor is
obligated or elects to make; to make repairs, alterations, additions or utility
installations to any other portion of the Building; to post notices of
non-responsibility for alterations, additions, repairs or utility installations;
for the purpose of placing upon the property in which said Premises are located
any ordinary "for sale" sign. Lessee shall permit Lessor within sixty (60) days
prior to the expiration of this Lease to place upon the Demised Premises
ordinary "for lease" signs, and to show said Demised Premises to prospective
Lessees during reasonable business hours.
PARTIAL AND TOTAL
DESTRUCTION
16. Lessor shall carry insurance on the Demised Premises under a
standard form of fire and extended coverage policy and in the event of partial
destruction of the Demised Premises during the term of this Lease from any cause
insured under said policy, Lessor shall forthwith repair the same, provided such
repairs can be made within ninety (90) days from date of such destruction, under
the then applicable laws and regulations of Federal, State, County and Municipal
authorities and in light of the extent of such damage and the then condition of
the labor market and availability of materials and supplied, but such partial
destruction shall in no way annual or void this Lease, except that Lessee shall
be entitled to a proportionate reduction of rent while such repairs shall
interfere with the business carried on by Lessee in the Demised Premises. IN the
event that the building is destroyed to the extent of not less than fifty
percent (50%) of the replacement cost of the Building, Lessor may elect to
terminate this Lease, whether the Demised Premises be injured or not. A total
destruction of the Building shall automatically terminate this
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lease. Anything in this Paragraph 16 to the contrary, if at the time of any such
damage there is less than two (2) months terms remaining on this Lease, then
this Lease may at the option of Lessor, be cancelled by notice in writing to
Lessee within ten (10) days from the date of such damage.
ASSIGNMENT AND
SUBLETTING
17. Lessee shall not assign this Lease or any interest herein, nor lease
or sublet the Demised Premises, or any party thereof, or any right or privilege
appurtenant thereto, nor permit the occupancy or use of any part thereof by any
other person, without the written consent of Lessor first had and obtained, and
a consent to one assignment, subletting, occupancy or use. The Lessor may refuse
its consent without giving any reason whatsoever, and such refusal shall
nevertheless be binding on Lessee.
DEFAULT
GROUNDS
18. If default shall be made in the payment of rent or any installment
thereof or in the payment of any other amount required to be paid by Lessee
under this Lease, or any other agreement between Lessor and Lessee, or if
default shall be made in the performance of any of the other covenants, terms,
conditions, or agreements which Lessee is required to observe and perform
hereunder, or if the interest of Lessee in its assets and/or this Lease shall be
levied on or seized under execution or other legal process, or if any petition
shall be filed or other action taken to reorganize or modify Lessee's capital
structure, or if Lessee be declared insolvent according to law, or if any
assignment of Lessee's property shall be made for the benefit of creditors, or
if a receiver or trustee is appointed for Lessee or its property, or if Lessee
shall abandon or vacate the Demised Premises during the term of this Lease, and
thereupon at its option may, without notice or demand or any kind to Lessee or
any other person, have any one or more of the remedies specified in Paragraph
19, in addition to all other rights and remedies provided at law or in equity.
DEFAULT
REMEDIES
19. (a) Lessor may re-enter the Demised Premises with or without process
of law and take possession of the same and of all equipment and fixtures of
Lessee therein and expel or remove Lessee and all other parties occupying the
Demised Premises, using such force as may be reasonably necessary to do so,
without being liable to any prosecution for such re-entry or for the use of such
force and without terminating this Lease, at any time and from time to time to
relet the Demised Premises or any part thereof for the account of Lessee, for
such term, upon such conditions and at such rental as Lessor may deem proper. IN
such event Lessor may receive and collect the rent from such reletting and apply
it against any amounts due from Lessee hereunder (including without limitation
such expenses as Lessor may have incurred in recovering possession of the
Demised Premises, placing the same in good order and condition, altering or
repairing the same for reletting, and all other expenses, commissions and
charges including attorney's fees which Lessor may have paid or incurred in
connection with such repossession on reletting). Lessor may execute any lease
made pursuant hereto in Lessor's name or in the name of Lessee as Lessor may see
fit, and Lessee thereunder shall be under no obligation to see to the
application by Lessor of any rent collected by Lessor nor shall Lessee have any
right to collect any rent thereunder. Whether or not the Demised Premises are
relet, Lessee shall pay Lessor all amounts required to be paid by Lessee up to
the date of Lessor's re-entry and thereafter Lessee shall pay Lessor, until the
end of the term hereof, the amount of all rent and other charges required to be
paid by Lessee hereunder, less the proceeds of such reletting during the term
hereof, if any, after payment of Lessor's expenses as provided above. Such
payments by Lessee shall be due at such times as are provided elsewhere in this
Lease, and Lessor need not wait until the termination of the Lease to recover
them by legal action or otherwise. Lessor shall not, by
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any re-entry or other act, be deemed to have terminated this Lease or the
liability of Lessee for the total rent hereunder unless Lessor shall give Lessee
written notice of Lessor's election to terminate this Lease.
(b) Lessor may give written notice to Lessor's election to terminate
this Lease, re-enter the Demised Premises with or without process of law and
take possession of the same and of all equipment and fixtures therein, and expel
or remove Lessee and all other parties occupying the Demised Premises, using
such force as may be reasonably necessary to do so, without being liable to any
prosecution for such re-entry or for the use of such force. In such event Lessor
shall thereupon be entitled to recover form Lessee the worth, at the time of
such termination, of the excess, if any, of the rent and other charges required
to be paid by Lessee hereunder for the balance of the term hereof (if this lease
had not been so terminated) over the then reasonable rental value of the Demised
premises for the same period.
(c) Lessee hereby released, indemnifies, and holds harmless Lessor from
any lability whatsoever for the removal of persons and the removal and storage
of property pursuant to subparagraphs (a) and (b) of this Paragraph 19.
(d) To secure the full and timely performance of all of the Lessee's
obligations under this Lease, Lessee hereby grants to Lessor a security interest
and lien in all of Lessee's equipment, goods, fixtures, furnishings, furniture,
inventory, machinery, trade fixtures, other property, and the proceeds
therefrom, now or hereafter to be located within the Demised Premises. In the
event of default or breach by Lessee, then with respect to the security
interest, Lessor may exercise all of the rights and remedies granted a secured
party under the Uniform Commercial Code as adopted to Nevada in effect at the
time.
(e) The remedies given to Lessor in this Paragraph 19 shall be in
addition to and supplemental to all other rights and remedies which Lessor may
have under the laws then in force.
HOLDING
OVER
20. If Lessee holds possession of all or a part of the Demised Premises
after the expiration of the term of this Lease, with or without the express or
implied consent of Lessor, Lessee shall become a Lessee from month-to-month
only, upon the terms, covenants, conditions and agreements herein specified, so
far as applicable. Such holding over shall not constitute an extension or
renewal of this Lease. During such holding over, the Base Monthly Rental shall
be increased fifty percent (50%) over the Base Monthly Rental provided in
Paragraph 2.
WAIVER
21. No covenant, term, condition or agreement or the breach thereof
shall be deemed waived, except by written consent of the party against whom the
waiver is claimed, and any waiver or the breach of any covenant, term, condition
or agreement shall not be deemed to be a waiver of any preceding or succeeding
breach of the same or any other covenant, term, condition or agreement.
Acceptance by Lessor of any performance by Lessee after the time the same shall
have become due shall not constitute a waiver by Lessor of the breach or default
of any covenant, term, condition or agreement unless otherwise expressly agreed
to by Lessor in writing.
NOTICES
22. Except as otherwise provided in this lease, all notices or demands
of any kind required or desired to be given by Lessor to Lessee hereunder shall
be in writing and shall be deemed delivered when hand-delivered or forty-eight
(48) hours after depositing the notice or demand in the United States mail,
certified or registered, postage prepaid, addressed to the Lessee at the Demised
Premises, whether or not Lessee has departed from, abandoned or vacated the
Demised Premises. All notices or demands of any kind by Lessee to Lessor shall
be in writing and shall be deemed delivered when hand-delivered or forty-eight
(48) hours after depositing the notice or demand in the United States mail,
certified or registered, postage prepaid, addressed to the Lessor at such
address as shall from time to time be designated by Lessor to Lessee in writing.
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CONDEMNATION
23. In the event any condemnation proceedings shall be commenced
affecting the Demised Premises, Lessee shall have no right to claim any
valuation for its leasehold interest or otherwise by reason of its occupancy of
or improvements to said Demised Premises, and any condemnation award (whether
adjudicated or by way of settlement) shall belong in its entirety to Lessor. In
the event of condemnation of a part of the Demised Premises, the rent shall be
reduced in the proportion that the floor area taken bears to the total floor
area prior to the taking. If condemnation takes more than twenty-five percent
(25%) of the floor area of the Demised Premises or if the amount of Lessee's
parking area following condemnation is not sufficient to meet the deed
restrictions, if any, concerning parking on the real property on which the
Demised Premises are situated, or the local parking ordinances, if any, only
then, may Lessee, at Lessee's option, terminate this Lease as of the date the
condemning authority takes possession of said condemned portion by giving
written notice of termination to Lessor within ten (10) days after the
condemning authority takes such possession. If Lessee does not terminate this
Lease as hereinabove immediately provided, then the rent payable shall be
reduced as set forth above.
SUBORDINATION
24. This Lease at Lessor's option shall be subject and subordinate to
the lien of any mortgages or deeds of trust in any amount or amounts whatsoever
now or hereafter placed on or against the real property or improvements, or
either thereof, of which the Demised Premises are a part, or on or against
Lessor's interest or estate therein, without the necessity of the execution and
delivery of any further instruments on the part of Lessee to effectuate such
subordination. If any mortgagee or trustee shall elect to have this Lease prior
to the lien of its mortgage or deed of trust, whether this Lease is date prior
or subsequent to the date of said mortgage or deed of trust or the date of the
recording thereof. Lessee covenants and agrees to execute and deliver upon
demand, without charge therefore, such further instruments evidencing such
subordination of this Lease to the lien of any such mortgages or deeds of trust
as may be required by Lessor. Lessee hereby appoints Lessor as Lessee's
attorney-in-fact, irrevocably, to execute and deliver any such agreements,
instruments, releases or other documents.
PARKING AND
COMMON AREA
25. (a) Lessee and its customers, employees and tradesmen may park only
operating vehicles on the surfaced parking lot adjacent to the Demised Premises
only during Lessee's normal business hours on terms and conditions as may be
established by Lessor from time to time during the term of this Lease. The
parking areas referred to in the Paragraph 25 shall be used on a non-exclusive
basis with other occupants of the Building. The parking lot may not be used to
store vehicles or to work on vehicles. No vehicle shall be parked a parking lot
for more than twenty-four (24) consecutive hours. Any vehicles parked in the
parking lots in breach of these terms may be towed away at Lessee's expense.
Lessee releases, indemnifies, and holds harmless Lessor and Lessor's officers,
employees and agents from any claims arising from or relating to such towing of
vehicles including any consequential damages or loss of property or loss of the
use of the vehicle or other property. The right to tow a vehicle in addition to
Lessor's rights under the Lease for default or breach of any of the terms
hereof.
(b) Other than parking, egress and ingress, Lessee has no right to use
the common areas, and Lessee shall not obstruct the common areas, including the
sidewalks, landscaped areas, paved areas, parking lots, or driveways. Animals
including watchdogs, are not allowed on the Demised Premises or common areas.
SUCCESSORS
26. All the terms, covenants and conditions hereof shall be binding upon
and insure to the benefit of the heirs, executors, administrators, successors
and assigns of the parties hereto, provided that nothing in this paragraph shall
be deemed to permit any assignment, sub-letting, occupancy or use contrary to
the provisions of Paragraph 17.
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ENTIRE
AGREEMENT
27. This lease, along with any exhibits an attachments hereto,
constitutes the entire agreement between Lessor within a reasonable time, but in
no event later than thirty (30) days after written notice by Lessee to Lessor,
specifying wherein Lessor has failed to perform such obligation; provided,
however, that if the nature of Lessor's obligation is such that more than thirty
(30) days are required for performance, then Lessor shall not be in default if
Lessor commences performance with in such thirty (30) day period and thereafter
diligently prosecutes the same to completion.
LIABILITY
INSURANCE
28. Lessor shall not be in default under this Lease unless Lessor fails
to perform obligations required of Lessor within a reasonable time, but in no
event later than thirty (30) days after written notice by Lessee to Lessor,
specifying wherein Lessor has failed to perform such obligation; provided,
however, that if the nature of Lessor's obligation is such that more than thirty
(30) days are required for performance, then Lessor shall not be in default if
Lessor commences performance within thirty (30) days are required for
performance, then Lessor shall not be in default if Lessor commences performance
within such thirty (30) day period and thereafter diligently prosecutes the same
to completion.
LIABILITY
INSURANCE
29. Lessor shall, at Lessee's sole cost and expense, obtain and keep in
force urging the term of this Lease a policy of comprehensive public liability
insurance insuring Lessor, Lessee and Lessor's mortgagee against any liability
arising out of the ownership, use, occupancy or maintenance of the Demised
Premises and all areas appurtenant thereto. Such insurance shall be in the
amount of not less that $1,000,000.00 for injury or death of one person in any
one accident or occurrence and in the amount of not less than $1,000,000.00 for
injury or death or more than one person in any one accident or occurrence. Such
insurance shall further insure Lessor and Lessee against liability for property
damage of at least $500,000.00. The limit of any such insurance shall not,
however, limit the liability of the Lessee hereunder, Lessee may provide this
insurance under a blanket policy, provided that said insurance shall have a
Lessor's protective liability endorsement attached thereto. If Lessee shall fail
to procure and maintain said insurance, Lessor may, but shall not be required
to, procure and maintain same, but a the expense of Lessee. Insurance required
hereunder shall be in companies approved by Lessor which approval shall not be
unreasonably withheld. Lessee shall deliver to Lessor, upon request, copies of
policies of liability insurance required herein or certificates evidencing the
existence and amounts of such insurance with loss payable clauses satisfactory
to Lessor. No policy shall be cancelable or subject to reduction of coverage
without thirty (30) days prior written notice to Lessor. All such policies not
contributing with and not in excess of coverage which Lessor may carry.
ESTOPPEL CERTIFICATE
30. Lessee shall at any time upon not less than ten (10) days prior
written notice form Lessor execute, acknowledge and deliver to Lessor a
statement in writing (i) certifying that this Lease is unmodified in full force
and effect (or, if modified, stating the nature of such modification and
certifying that this Lease, as so modified, is in full force and effect) and the
date to which the rent and other charges are paid in advance, if any, and (ii)
acknowledging that there are not, to Lessee's knowledge, any uncured defaults on
the part of Lessor hereunder, or specifying such defaults if any are claimed.
Any such statement may be conclusively relied upon by a prospective purchaser or
encumbrancer of the Demised Premises. Lessee's failure to deliver such statement
within such time shall be conclusive upon Lessee (i) that this Lease is in full
force and effect, without modification except as may be represented by Lessor,
(ii) that there are not uncured defaults in Lessor's performance, and (iii) that
not more than one (1) month's rent has been paid in advance. If Lessor desires
to finance or refinance the Demised Premises, or any part
10
thereof, Lessee hereby agrees to deliver to any lender designated by lessor such
financial statements of Lessee as may be reasonably required by such lender.
Such statements shall include the past three (3) years financial statements of
Lessee. All such financial statements shall be received by Lessor in confidence
and shall be used only for the purposes herein set forth.
COSTS OF SUIT
31. (a) If Lessee or Lessor shall bring any action for any relief
against the other, declaratory or otherwise, arising out of this Lease,
including any suit by Lessor for the recovery of rent or possession of the
Demised Premises, the losing party shall pay the successful party a reasonable
sum for attorney's fees which shall be deemed to have accrued on the
commencement of such action and shall be paid whether or not such action is
prosecuted to judgment.
(b) Should Lessor, without fault on Lessor's part, be made a party to
any litigation instituted by Lessee or by a third party against Lessee, or by or
against any person holding under or using the Demised Premises by license of
Lessee, or for the foreclosure of any lien for labor or material furnished to or
for Lessee for any such other person, Lessee covenants to save and hold Lessor
harmless from any judgment rendered against Lessor or the Demised Premises or
any part thereof, and all costs and expenses, including reasonable attorney's
fees, incurred by Lessor in or in connection with such litigation.
CHOICE OF LAW
32. This Lease shall be governed, construed and enforced by the laws of
the state of Nevada.
SURRENDER
33. Upon the expiration or earlier termination of this Lease, Lessee
shall remove all of its signs from the Demised Premises, return the keys and
surrender the Demised Premises in a condition satisfactory to Lessor. Lessee, at
its sole costs and expense, agrees to repair any damage to the Demised Premises
caused by or in connection with the removal of any articles of personal
property, business or trade fixtures, machinery, equipment, cabinetwork,
furniture, moveable partitions, or permanent improvements or additions,
including without limitation thereto, repairing the floor and patching and
painting the wall where required by Lessor to Lessor's reasonable satisfaction.
Lessee shall indemnify Lessor against any loss or liability resulting from delay
by Lessee in so surrendering the Demised Premises, including without limitation,
any claims made by any succeeding Lessee founded on such delay.
MISCELLANEOUS
34. The marginal captions of this Lease are for convenience only and
shall not in any way limit or be deemed to construe or interpret the terms and
provisions hereof. The words "Lessor" and "Lessee" as used herein shall include
the plural as well as the singular. Words used in neuter gender include the
masculine and feminine, words in the masculine or feminine gender include the
neuter. If there be more than one Lessor or Lessee, the obligations hereunder
imposed upon Lessor lessee shall be joint and several.
TIME
35. Time is of the essence of this Lease and each and all of its
provisions.
PARKING
LIMITS
36. (a) Lessor shall have the right to limit the amount of vehicles
parked on the Demised Premises in connection with Lessee's business during the
term of this Lease.
(b) No storage, repairs, or cleaning of vehicles, parts, or
equipment outside the units will be permitted.
PROMOTIONAL
11
MATERIAL
37. Lessee shall not use pictures of Lessor's properties for, but not
limited to, brochures, advertising, or promotional activities without written
consent of Lessor.
ALARM
SYSTEMS
38. No alarm systems shall be attached to the exterior walls of the
Building. When installing a system, the alarm box must be inside the unit.
Lessee shall, at Lessee's sole expense, be responsible for removal of alarm
system and restoring the Demised Premises to its original condition.
USE OF
DUMPSTERS
39. "In the areas where dumpsters are provided, Lessee may utilize the
dumpsters for wastepaper trash only". Packing skids, boxes and garbage form the
complex or home are not to be placed in or around dumpsters. It is the sole
responsibility of Lessee to dispose of excessive trash and packaging materials
somewhere else or obtain their own dumpster. "In areas where dumpsters are not
provided, it is Lessee's sole responsibility to dispose of their trash or
provide their own dumpster". Trash stored outside Building, not in dumpster, is
prohibited and Lessor shall have the right to charge a find to lessee for
committing said storage or waste on the Premises.
40. Lessee agrees not to park vehicles in front of other units whether
vacant or occupied.
41. Lessee agrees not to wash or work on vehicles outside Demised
Premises.
42. Lessee is with understanding that he is allotted one (1) parking
space per 300 square feet of office space.
43. Lessee shall be held responsible for verifying zip code of said unit
address.
TOXIC
WASTE
44. Lessee guarantees that, to the best of his knowledge, neither he nor
any of his employees, agents or visitors to the Demised Premises shall use,
store or dispose of any hazardous or toxic materials or chemicals within the
subject Demised Premises or any other area within the Project that Premises is a
part of. Any such use or storage of any hazardous or toxic materials or
chemicals within the subject Demised Premises or other parts of the Project
shall constitute a material breach of this lease, and Lessor shall be entitled
to implement all means necessary to recover form this breach (as outlined within
the Lease). In addition, Lessee shall have sole financial and legal
responsibility for the proper and legal clean-up of any spillage or other
contamination caused by any use of toxic or hazardous material within Lessee's
leased Demised Premises or the Project in general. It is further agrees, that if
upon written notice form Lessor that Lessee has violated the above provisions of
this Agreement, Lessee does not complete necessary steps (as outlined in said
written notice from Lessor), to achieve satisfactory clean-up within 72 hours,
Lessor shall have the right to complete the necessary clean-up and xxxx entire
cost (including any legal costs incurred by Lessor) of same to Lessee. Lessee
shall also bear the entire cost of any government clean-up order or any
third-party lawsuit. Hazardous or toxic material means any substance now, or
hereafter, identified by any government agency as requiring special handling,
disposal or control unlike regular refuse.
VERBAL
DISCLAIMER
45. All agreements and concessions between LESSOR and LESSEE for the
demised Premise, are included as Addenda or attached letters (no verbal
agreements). Any modifications, remodels, or maintenance of leased unit(s),
required after Lessor and Lessee have signed this Lease, that are not
specifically described in this Lease, Addenda, attached letters, and
walk-through will be at no cost to the Lessor. Prior to vacating unit(s), Lessee
agrees to restore unit(s)
12
to the condition in which it was received, except for normal wear and tear, at
Lessee's expense, unless changes to the unit are approved in writing by Lessor.
Discrepancies identified during the initial walk-through inspection not repaired
by Lessor will be included in the Lease file and Lessee will not be charged for
such repairs.
KEY
AUTHORIZATION
46. The Ribeiro Corporation makes every effort to protect your property.
One of the areas that we have found to be very important is the authorization of
lock changes and the release of keys that open your unit. In order to protect
you, please list in the space provided, the names of the people authorized to
order lock changes and keys.
NAME SOCIAL SECURITY HOME TELEPHONE #
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=====================================================================================================
IN WITNESS WHEREOF, the parties hereto have executed this Lease, or as the case
may be, have caused their officers thereunto duly authorize to execute this
Lease in duplicate, the day and year first above written.
QUAIL PARK IV, A NV LTD PARTNERSHIP
XXXXXX
XXX CASE
Leasing Division
THE RIBEIRO CORPORATION
OPTIMUMCARE CORPORATION, A DELAWARE CORPORATION
LESSEE
BY:
-------------------------------
XXXXXX XXXXXXX
AS:
-------------------------------
PRESIDENT/CEO
-------------------------------
DATE:
13
TOXIC AND/OR HAZARDOUS MATERIALS ADDENDUM
This Addendum affects the Lease dated June 23, 1997, between QUAIL PARK IV, A NV
LTD PARTNERSHIP, hereinafter known as LESSOR, and OPTIMUMCARE CORPORATION, A
DELAWARE CORPORATION, hereinafter known as LESSEE, for the property located at
0000 X. XXXXXXXXXX, XXX XXXXX, XXXXXX 00000, UNIT(S) #77 & #78.
Lessee guarantees that neither he nor any of his employees, agents or visitors
to this premises shall use, store or dispose of any hazardous or toxic materials
or chemicals within the subject Demised Premises or any other area within the
Project that Demised Premises is a part of. Any such use or storage of any
hazardous or toxic materials or chemicals within the subject Demised Premises or
other parts of the Project shall constitute a material breach of this lease, and
Lessor shall be entitled to implement all means necessary to recover from this
breach (as outlined within the Lease). In addition, Lessee shall have sole
financial and legal responsibility for the proper and legal clean-up of any
spillage or other contamination caused by any use of toxic or hazardous material
within Lessee's leased Demised Premises or the Project in general.
It is further agreed, that if upon written notice from Lessor that Lessee has
violated the above provisions of this Agreement, Lessee does not complete
necessary steps (as outlined in said written notice from Lessor), to achieve
satisfactory clean-up within 72 hours, Lessor shall have the right to completed
the necessary clean-up and xxxx entire cost (including any legal costs incurred
by Lessor) of same to Lessee.
Lessee shall also bear the entire cost of any government, clean-up order or any
third-party lawsuit.
Hazardous or toxic material means any substance now, or hereafter, identified by
any government agency as requiring special handling, disposal or control unlike
regular refuse.
QUAIL PARK IV, NV LTD PARTNERSHIP OPTIMUMCARE CORP, A DELAWARE CORPORATION
--------------------------------- ----------------------------------------
LESSOR LESSEE
XXX CASE XXXXXX X. XXXXXXX
-------- -----------------
LEASING DIVISION XXXXXX XXXXXXX
THE XXXXXXX CORPORATION
7/16/97 7/15/97
------- -------
DATE DATE
14
DISCLAIMER
All agreements and concessions between LESSOR and LESSEE for the property
located at 0000 X. XXXXXXXXXX, XXX XXXXX, XXXXXX 00000, UNIT(S) #77 & #78,
contained within this Lease, dated June 23, 1997, Addenda or attached letters
(no verbal agreements). Any modifications, remodels, or maintenance of leased
unit(s), required after Lessor and Lessee have signed this Lease, that are not
specifically described in this Lease, Addenda, attached letters, and
walk-through will be at no cost to the lessor. Prior to vacating unit(s), Lessee
agrees to restore unit(s) to the condition in which it was received, except for
normal wear and tear, at Lessee's expense, unless changes to the unit are
approved in writing by Lessor. Discrepancies identified during the initial
walk-through inspection not repaired by Lessor will be included in the Lease
file and Lessee will not be charged for such repairs.
QUAIL PARK IV, NV LTD PARTNERSHIP OPTIMUMCARE CORP, A DELAWARE CORPORATION
--------------------------------- ----------------------------------------
LESSOR LESSEE
XXX CASE XXXXXX X. XXXXXXX
-------- -----------------
LEASING DIVISION XXXXXX XXXXXXX
THE RIBEIRO CORPORATION
7/16/97 7/15/97
------- -------
DATE DATE
15
RULES AND REGULATIONS
It is further agreed that the following rules and regulations shall be and are
hereby made a part of this Lease, and the Lessee agrees that its employees and
agents, or any others permitted by the Lessee to occupy or enter said Demised
Premises, will at all times abide by said rules and regulations and that a
default in the performance and observance thereof shall operate the same as any
other defaults herein:
1. The sidewalks, entries, and driveways shall not be obstructed by the
Lessee, or its agents, or used by them for any purpose other than
ingress and egress to and from their Demised Premises. Lessor may remove
any such obstruction or thing including ashtrays, a-frame signs,
trailers, etc. (unauthorized by Lessor) without notice or obligation to
Lessee and at the Lessee's sole cost.
2. Lessee shall not place any moveable objects, including, antennas, trash
cans, outdoor furniture, etc., in the parking areas, landscaped area or
other areas outside of said Demised Premises, or on the roof of said
Demised Premises.
3. Lessee shall not use, keep or permit to be used or to be kept any foul
or noxious gas or substance in the Demised Premises, or permit or suffer
the Demised Premises to be occupied or used in a manner offensive or
objectionable to Lessor or other occupants of the Building by reason of
noise, odor and/or vibrations, or interfere in any way with other
Lessees or those having business therein. Lessee shall maintain the
leased Demised Premises free from mice, bugs, and ants at Lessee's
expense.
4. Lessor reserves the right to exclude or expel from the complex any
person who in the judgement of the Lessor, is intoxicated or under the
influence of liquor or drugs or who shall in any manner do any act in
violation of the Rules and Regulations of the said project.
5. No outside storage of pallets, boxes, cartons, drums or any other
containers or materials used in shipping or transport of goods is
allowed. Lessee shall place all refuse in proper receptacles provided by
Lessee at Lessee's expense on the Premises or inside enclosures (if any)
provided by Lessor for the Building, and shall keep sidewalks and
driveways outside the Building and lobbies, corridor stairwells, ducts
or shafts of the Building free of all refuse.
6. No person shall go on the roof without Lessor's permission.
7. All goods, including material used to store goods, delivered to the
Demised Premises or Lessee shall be immediately moved into the Premises
and shall not be left in parking or receiving areas overnight.
8. Lessee shall not install or operate any steam or gas engine or boiler in
the Building. The use of oil, gas or inflammable liquids for heating,
lighting or any other purpose is expressly prohibited. Explosives or
other articles deemed hazardous shall not be brought into the Building.
Lessees shall not use any other method of heating than that supplied by
Lessor.
9. The water closets, urinals, waste lines, vents or flues of the Building
shall not be used for any purpose other than those for which they were
constructed, and no rubbish, acids, vapors, newspapers or other such
substances of any kind shall be thrown into them. The expense caused by
any breakage, stoppage, or damage resulting from a violation of this
rule by any Lessee, its employees visitors, guests or licensees, shall
be paid by Lessee.
10. The Demised Premises shall not be used or permitted to be used for
residential, lodging or sleeping purposes.
16
11. Except as permitted by Lessor, Lessee shall not xxxx upon, paint signs
upon, cut, drill into, drive nails or screws into, or in any way deface
the walls, ceilings, partitions or floors of their Demised Premises or
of the Building, and the repair cost of any defacement, damage, or
injury caused by Lessee, its agent or employees shall be paid by the
Lessee.
12. The cost of repairing any damage to the public partitions of the
Building or the public facilities, or to any facilities used in common
with other tenants, caused by any Lessee or the employees, licensees,
agents or invitees of the Lessee, shall be paid by such Lessee.
13. Lessor reserves the right to restrict or prohibit canvassing, soliciting
or peddling in the Building.
14. The Lessor reserves the right to make such other and further reasonable
rules and regulations as in its judgement may from time to time be
needful and desirable and for the safety, care and cleanliness of the
Demised Premises and for the preservation of good order therein.
QUAIL PARK IV, NV LTD PARTNERSHIP OPTIMUMCARE CORP, A DELAWARE CORPORATION
--------------------------------- ----------------------------------------
LESSOR LESSEE
XXX CASE XXXXXX X. XXXXXXX
-------- -----------------
LEASING DIVISION XXXXXX XXXXXXX
THE RIBEIRO CORPORATION
7/16/97 7/15/97
------- -------
DATE DATE
17
DUTIES OWED BY A NEVADA REAL ESTATE LICENSEE
In Nevada, a real estate licensee can (1) act for only one party to a real
estate transaction, (2) act for more than one party to a real estate transaction
with written consent of each party, or (3) if licensed as a broker, assign
different licensees affiliated with the broker's company to separate parties to
a real estate transaction. A licensee, acting as an agent, must act in one of
the above capacities in every real estate transaction.
LICENSEE: The Licensee in the real estate transaction is XXX CASE ("Licensee")
whose license number is 38603. The Licensee is acting for THE LESSOR. BROKER:
The Broker in the real estate transaction is XXX XXXXXXXXX ("Broker"), whose
company is THE RIBEIRO CORPORATION ("Company").
A Nevada Real Estate licensee in a real estate transaction shall:
1. Disclose to each party to the real estate transaction as soon as is
practicable:
a) Any material and relevant facts, date or information which Licensee
knows, or which by the exercise of reasonable care and diligence
licensee should have known, relating to the property which is the
subject of the real estate transaction. b) Each source from which
Licensee will receive compensation as a result of the transaction. c)
That Licensee is a principal to the transaction or has an interest in a
principal to the transaction. d) Any changes in Licensee's relationship
to a party to the real estate transaction.
2. Disclose, if applicable, that Licensee is acting for more than one party
to the transaction. Upon making such a disclosure the Licensee must
obtain the written consent of each party to the transaction for whom
Licensee is acting before Licensee may continue to act in Licensee's
capacity as agent.
3. Exercise reasonable skill and care with respect to all parties to the
real estate transaction.
4. Provide to each party to the real estate transaction this form.
5. Not disclose, except to the Broker, confidential information relating to
the client.
6. Exercise reasonable skill and care to carry out the terms of the
brokerage agreement and to carry out Licensee's duties pursuant to the
terms of the brokerage agreement.
7. Not disclose confidential information relating to a client for 1 year
after the revocation or termination of the brokerage agreement, unless
Licensee is required to do so by order of the court. Confidential
Information includes, but is not limited to the client's motivation to
purchase, sell or trade and other information of a personal nature.
8. Promote the interest of his client by: a) Seeking a sale, lease or
property at the price and terms stated in the brokerage agreement or at
a price acceptable to the client. b) Presenting all offers made to or by
the client as soon as practicable. c) Disclosing to the client material
facts of which the licensee has knowledge concerning the transaction. d)
Advising the client to obtain advice from an expert relating to matters
which are beyond the expertise of the licensee. e) Accounting for all
money and property Licensee receives in which the client may have an
interest as soon as is practicable.
9. Not deal with any party to a real estate transaction in a manner which
is deceitful, fraudulent or dishonest.
10. Abide by all duties, responsibilities an obligations required of
Licensee in chapters 119, 119A, 119B, 645, 645A, and 645C of the NRS.
In the event any party to the real estate transaction is also represented by a
licensee who is affiliated with the same Company, the Broker may assign another
licensee to act for that party. The above Licensee will continue to act for you.
As set forth above, no confidential information will be disclosed.
I/We acknowledge receipt of a copy of this list of licensee duties, and have
read an understand this disclosure.
Lessee __________________ Date _______________ Time ____________________am/pm
18
Lessor __________________ Date _______________ Time ____________________am/pm
CONFIRMATION REGARDING REAL ESTATE AGENT RELATIONSHIP
Property Address 0000 X. XXXXXXXXXX, #00 & #00, XXX XXXXX, XX 00000
I/We confirm the duties of a real estate licensee of which has been presented
and explained to me/us. My/our representative is:
XXX CASE is the AGENT of [X] Lessor Exclusively* [ ] Both Lessee & Lessor
is the AGENT of [ ] Lessee Exclusively [ ] Lessor
Exclusively [ ] Both Lessee & Lessor
IF LICENSEE IS ACTING FOR MORE THAN ONE PARTY IN THIS TRANSACTION, you will be
provided a Consent to Act for your review, consideration and approval or
rejection. A licensee can legally represent both the Lessor and Lessee in a
transaction, but ONLY with the knowledge and written consent of BOTH the Lessor
and Lessee.
A licensee who is acting for the Lessor exclusively, is not representing the
Lessee and has no duty to advocate or negotiate for the Lessee.
A licensee who is acting for the Lessee exclusively, is not representing the
Lessor and has no duty to advocate or negotiate for the Lessor.
THE RIBEIRO CORPORATION XXXXX XXXXX & ASSOCIATES
----------------------- ------------------------
Listing Company Date Lessee's Company Date
by XXX CASE 7/16/97 by
----------------------------------- -------------------------------------
Licensed Real Estate Agent Date Licensed Real Estate Agent Date
Xxxxxx XXX CASE 7/16/97 Lessee XXXXXX X.XXXXXXX 7/16/97
----------------------------------- -------------------------------------
