Exhibit 6(i)
OFFICE LEASE AGREEMENT
THIS LEASE AGREEMENT made and entered into effective November 30, 1998, between:
Louisiana Investment Corporation, a Louisiana Company domiciled in Baton
Rouge, Louisiana, whose address for purposes hereof is ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇
▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter called "Landlord"), and
Patient's Choice, Inc., a Louisiana Corporation whose address for purposes
hereof is ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter called "Tenant"):
who agree as follows:
1. LEASED PREMISES. Subject to, and upon the terms, provisions and
conditions hereinafter set forth, and each in consideration of the duties,
covenants and obligations of the other hereunder, Landlord does hereby lease,
demise and let to Tenant, and Tenant does hereby lease from Landlord the office
space identified as Suite 200 on the Floor Plan attached hereto as Exhibit "A"
(the "Premises") located on the second floor of the office building known as the
ANMC Plaza, located at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇,
East Baton Rouge Parish, Louisiana (the "Building"), together with the
appurtenances, including, without limitation, the right to use in common with
others, the lobbies, elevators and other public portions of the Building. For
all purposes under this Lease, the Premises, including Tenant's pro rata share
of public portions of the Building, shall be deemed to contain 11,880 square
feet of rentable area ("Premises Rentable Area"). The Premises Rentable Area
shall not be subject to adjustment during the term of this Lease, except by
amendment to this Lease.
2. TERM. Subject to, and upon the terms and conditions as expressly set forth
herein, or in any exhibit attached hereto, this Lease is for an initial term
beginning on January 1, 1999 and ending on February 28, 2004 ("the Primary
Term"). Provided however, that from January 1, 1999 through February 28, 1999,
Tenant shall only occupy approximately 60% of the Premises Rentable Area (7,128
square feet as highlighted in blue on attached Exhibit "A"). Beginning on March
1, 1999, and ending on the February 28, 2004 Tenant will take possession of the
remaining 40% of the Premises Rentable Area (4,752 square feet as highlighted in
yellow on attached Exhibit "A"). Tenant taking possession of the Premises will
constitute an acknowledgment by Tenant that the Premises are ready for
occupancy. The Primary Term of this Lease, as it may be renewed or extended, is
sometimes referred to herein as the "Term" of this Lease.
3. USE. The Premises are to be used and occupied by Tenant solely for the
purposes of general offices and clerical. Tenant agrees not to occupy or use, or
permit any portion of the Premises to be occupied or used for any business or
purpose which is unlawful, disreputable or deemed to be extra-hazardous, or
permit anything to be done which would in any way increase the rate of fire
insurance coverage on said Building and/or its contents.
4. RENEWAL RIGHT. Tenant shall have the right to renew this Lease for a
period of five (5) years, provided that no default has occurred under this
Lease. To effect such renewal right, Tenant shall provide Landlord, at least 6
months prior to expiration of the Primary Term, written notice of Tenant's
intent to renew.
5. BASE RENT--PRIMARY TERM. Tenant agrees to pay to Landlord as Base Rent for
the Primary Term, without deduction or set-off, $8,167.50 for January 1, 1999
and $8,167.50 for February 1, 1999. Tenant further agrees to pay to Landlord as
Base Rent for the Primary Term, without deduction or set-off beginning March 1,
1999 the annual sum of $163,350.00 ($13.75 per square foot of Premises Rentable
Area) payable in advance on the first day of each month in monthly installments
of $13,612.50. Tenant hereby agrees to pay such rent to Landlord at Landlord's
address, monthly in advance without demand. If the Term of this Lease as
heretofore established commences on other than the first day of the month or
terminates on other than the last day of the month, then the installment of Base
Rent for such month or months shall be prorated and the installment or
installments so prorated shall be paid in advance.
6. BASE RENT--RENEWAL TERM. If Tenant exercises the option to renew granted
in this Lease, Base Rent during the renewal Term shall be the greater of: (i) an
annual sum of $163,350.00 or $13.75 per square foot payable in advance
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on the first day of each month in monthly installments of $13,612.50 of Premises
Rentable Area, or (ii) the percentage increase between the Consumer Price Index
of March 1, 1999 and the Consumer Price Index for February 28, 2004. The term
"Consumer Price Index" shall mean the "Consumer Price Index" published by the
Bureau of Labor Statistics of the U.S. Department of Labor, All Items, the
South, for urban wage earners and clerical worker, or a successor or substitute
index appropriately adjusted.
7. SECURITY DEPOSIT. Tenant has deposited with Landlord, a security deposit
in the amount of $13,612.50 which is hereby pledged and in which a security
interest is hereby granted to secure the faithful performance of all obligations
of Tenant under this Lease. Said deposit shall be non-interest bearing and shall
not be considered rent under this Lease. Said deposit shall not be released
until this Lease, and any renewals or extensions, has terminated and it has been
determined by Landlord that tenant has complied with all of Tenant's obligations
under this Lease. If Tenant fails to pay rent or other charges due hereunder, or
otherwise defaults with respect to any provisions of this Lease, Landlord may
use, apply or retain all or any portion of said deposit for the payment of any
rent or other charge in default or for the payment of any rent or other sum, to
which Landlord may become obligated by reason of Tenant's default, or to
compensate Landlord for any loss or damage which Landlord may suffer thereby.
8. LATE CHARGES. Tenant shall be allowed a 5 day grace period each month, but
if any monthly installment is not paid by the 5th day of each month, Tenant
shall be liable for a late charge equal to 5% of such monthly installment. All
past due installments of rent shall bear interest at the maximum allowable rate
from date due until paid.
9. ADJUSTMENT OF RENT. Landlord's total cost of operating the Building (the
"Total Cost of Operation") is assigned a value of $5.00 per square foot of
Premises Rentable Area per annum based on the total of 35,694 square feet of
rentable area contained in the Building (the "Building Rentable Area"). Tenant
agrees that the rent due under this Lease shall be subject to increase annually
on a pro rata basis in the event that Landlord's total cost of operation is
determined to be, or is reasonably projected to be, greater than $5.00 per
square foot of Premises Rentable Area per calendar year; or is greater than an
amount proportionate to $5.00 per square foot of Premises Rentable Area for any
partial calendar year. Tenant's pro rata portion of any such increases shall be
calculated by multiplying said increase by a fraction, the numerator of which
shall be the square feet of Premises Rentable Area, and the denominator of which
shall be the Building Rentable Area. Neither the Premises Rentable Area nor the
Building Rentable Area stated in this Lease shall be subject to adjustment
during the Term of this Lease, except by amendment to this Lease. This increase
in rent is herein referred to as "Tenant's Proportionate Share of Landlord's
Total Additional Cost of Operation."
Subsequent to the initial calendar year, or initial partial calendar year, on
or about March 15th of each year during the Term of this Lease, Landlord shall
furnish to Tenant a reasonable projection of Landlord's Total Cost of Operation
for the current calendar year. If the costs are projected to be greater than
$5.00 per square foot of Premises Rentable Area per annum, Tenant shall pay as
additional rent each month, commencing the month following the receipt of such
projection, one twelfth (1/12) of Tenant's Proportionate Share of Landlord's
Total Additional Cost of Operation (defined as Landlord's projected costs in
excess of $5.00), plus the retroactive amount due from the first (1st) day of
the current year through the month preceding the month the proportionate share
is due.
On or about March 15th of each year during the Term of this Lease, Landlord
shall also furnish Tenant an itemized statement in reasonable detail of
Landlord's actual Total Cost of Operation for the preceding calendar year.
Landlord's Actual Total Cost of Operation for such calendar year shall be
adjusted to reflect what said costs would have been if Building had been 100%
occupied. Tenant shall be credited with prior projected costs received by
Landlord. If credits to Tenant exceed Tenant's Proportionate Share of
Landlord's Total Additional Cost of Operation, Tenant shall receive from
Landlord a check in the amount of overpayment. In the event that actual costs
exceed any prior payment by Tenant of projected costs, Tenant shall, within
fifteen (15) days after receipt of said statement, pay to Landlord the amount of
underpayment.
10. OPERATING EXPENSES DEFINED. The phrase "Total Cost of Operation," as used
herein, shall mean all expenses, costs, and disbursements of every kind and
nature which Landlord, or its agents, shall pay or become obligated to pay in
connection with the operation, service, maintenance, ownership and/or repair of
the Building, to include garage, exterior parking area and landscaping,
determined in accordance with generally accepted accounting principles,
including by way of example, but not by way of limitation, the following:
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(a) wages and salaries of all employees engaged in the operation and
maintenance of the Building; employer's Social Security taxes,
unemployment taxes or insurance, and other taxes which may be levied
on such wages and salaries; the cost of disability and hospital
insurance and pension or retirement benefits for such employees and
other benefits relating to the cost of all labor;
(b) cost of all supplies, materials and tools used in the operation,
maintenance and security of the Building;
(c) cost of all utilities for the Building, garage, exterior parking
area, and landscaping including water, power, heat, light, air
conditioning and ventilation;
(d) cost of all management fees, and maintenance and service agreements,
including but not limited to, equipment, security, window cleaning
and elevator maintenance;
(e) cost of insurance applicable to Building, the tract of land on which
the Building is situated, and Landlord's personal property used in
connection therewith;
(f) cost of repairs, replacements and general maintenance, exclusive of
expenses for alterations attributable solely to specific tenants of
the Building, but including a reasonable amortization charge on
account of any capital expenditure incurred to effect a reduction in
the other Operating Expenses of the Building;
(g) all taxes and assessments and governmental charges, whether federal,
state, parish or municipal, and any other taxes and assessments
attributable to the Building, the tract of land on which the
Building is situated, or the operation of the Building, excluding,
however, federal, state and parish taxes on income;
(h) cost of all janitorial and other services;
(i) costs of any and all licenses, permits and inspection fees or
assessments;
(j) in the event that during the Term hereof a tax is placed on or
assessed against rents or receipts per se from the Premises, the
Base Rent shall be increased immediately by the amount of such tax.
11. SERVICES TO BE FURNISHED BY LANDLORD. Landlord covenants and agrees
with Tenant:
(a) To furnish the electricity, gas and water utilized in operating any
and all facilities serving the Premises, except as otherwise
provided herein; routine maintenance; painting; electric-lighting
service for all public areas and special service areas of the
Building in the manner and to the extent considered to be standard
for similar commercial office space.
(b) To furnish Tenant, while occupying the Premises:
(i) Water at those points of supply provided for general use of
tenants in the Building; Central Heat and Air Conditioning in
season, and at such times Landlord normally furnishes these
services to other Tenants in the Building (see Exhibit "B"),
and at such temperatures and in such amounts as are considered
to be standard for similar commercial office space and subject
to Government regulations, laws, edicts, etc. Landlord will
furnish janitorial service as set forth in Exhibit "C".
(ii) Proper electrical facilities and electricity for normal
lighting and typewriter, voice writers, recording equipment,
calculating machines and other machines of similar low
electrical consumption; provided, however, that Tenant shall
bear the utility costs occasioned by lighting in excess of
standard use amounts of other similar office buildings, and
electrodata processing machines, computers, duplicating
equipment, and similar machines of high electrical consumption,
including air conditioning and wiring costs attributable
thereto.
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(c) To furnish Tenant, free of charge, with two (2) keys for each corridor
door entering the Premises, and additional keys will be furnished at a
reasonable charge by Landlord on an order signed by Tenant or Tenant's
authorized representative. All such keys shall remain the property of
Landlord. No additional locks shall be allowed on any door of the
Premises and Tenant shall not make, nor permit to be made, any duplicate
keys, except those furnished by Landlord. Upon termination of this
Lease, Tenant shall surrender to Landlord all keys of the Premises, and
give to Landlord the explanation of the combinations of all locks for
safes, safe cabinets, and vault doors, if any, in the Premises.
(d) Landlord shall use its best efforts to maintain customary Building
security and to control access to the Building, but Landlord shall not
be liable to Tenant for losses due to theft or burglary, or for damages
done by unauthorized persons on the Premises unless due to Landlord's
willful act. Tenant shall be allowed to install a security system in the
Premises at Tenant's expense, subject to Landlord's prior written
consent.
(e) Landlord will provide operator-less automatic passenger elevator service
in common with Landlord and other tenants daily during standard Building
operating hours.
Landlord does not warrant that any defined service will be free from
interruptions resulting from repairs, renewals, improvements, changes of
service, alterations, strikes, lockouts, labor controversies, accidents,
inability to obtain fuel, steam, water or supplies or other causes beyond the
reasonable control of Landlord. Should any of the equipment or machinery break
down, or for any reason cease to function properly, Landlord shall use
reasonable diligence to repair same promptly, but Tenant shall have no claim for
rebate of rent or damages on account of any interruptions in service occasioned
thereby or resulting therefrom. Failure by Landlord to any extent to furnish
these defined services, or any cessation thereof, shall not render Landlord
liable in any expect for damages to either person or property, nor work
abatement of rent, nor relieve Tenant from fulfillment of any covenant or
agreement hereof. Notwithstanding the foregoing, should utility service to the
Premises be interrupted for more than five (5) consecutive business days (the
"Service Interruption Period"), for any reason within Landlord's control,
Tenant's Rent shall be abated for any period beyond the Service Interruption
Period until all utility services to the Premises are completely restored.
Should utility services to the Premises be interrupted for more than fifteen
(15) consecutive business days, for any reason within Landlord's control, then
this Lease will become terminable by Tenant for fifteen (15) days thereafter
effective immediately upon Tenant's written notice to Landlord of its election
to terminate. Tenant shall, within thirty (30) days from the termination of the
Lease, pay remaining Rent due under the Lease, if any, through the end of the
Service Interruption Period.
12. PEACEFUL ENJOYMENT. Tenant shall, and may peacefully have, hold, and enjoy
the Premises, subject to the other terms hereof, provided that Tenant pays the
rent herein and has complied with all of Tenant's covenants and agreements
herein contained.
13. TENANT COVENANTS. Tenant covenants and agrees with Landlord:
(a) Payments by Tenant - To pay all rent and sums provided to be paid to
Landlord hereunder at the times and in a manner herein provided, time
being of the essence.
(b) Repairs by Landlord - Unless otherwise expressly stipulated herein,
Landlord shall not be required to make any improvements or repairs of
any kind or character on the Premises during the Term of this Lease,
except such repairs to the roof, exterior Building walls and slabs, and
common areas of the Building, including lighting, electrical, heating,
air conditioning, ventilation, elevator, and plumbing equipment as may
be necessary to keep them in serviceable condition, commensurate with
similar commercial office space. Landlord's obligation for maintenance
of items other than Building standard items and maintenance of items
will be performed by Landlord only upon Tenant's request and at Tenant's
expense.
(c) Repairs by Tenant - To pay to Landlord as additional rent thereunder,
the cost of repairing or replacing any damage or injury done to the
Building, or the Premises, or any part thereof, or equipment contained
therein, caused by Tenant or Tenant's agents, employees, invitees or
visitors, or relating in any way to the presence on the Premises of any
machinery, equipment, or other property which is in the care, custody or
control of any of
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the aforesaid parties, whether or not said damage or injury is the
result of any vice or defect in said machinery, equipment or
property; failure to pay any such costs within thirty (30) days of
being billed therefor shall be an event of default for nonpayment of
rent hereunder, for which Landlord may have all the remedies
provided herein and by law.
(d) Waste and Damage; Surrender of the Premises - Not to commit or
allow any waste or damage to be committed on any portion of the
Premises, and at the termination of this Lease, by lapse of time or
otherwise, to deliver up said Premises to Landlord in as good
condition as at date of possession by Tenant, ordinary wear and tear
excepted, and upon such termination of this Lease, Landlord shall
have the right to re-enter and resume possession of the Premises.
(e) Assignment of Sublease - Not to assign this Lease or sublet the
Premises or any part thereof without the written consent of
Landlord, which shall not be unreasonably withheld (based on
financial, business, use and other reasonable considerations). In no
event shall any such Assignment or Sublease ever release Tenant from
any obligation hereunder. In the event Tenant should desire to so
assign or sublet, Tenant shall give Landlord written notice of same
and all details of such proposal, at least thirty (30) days in
advance of the date of which Tenant desires to make such Assignment
or Sublease; Landlord shall then have a period of fifteen (15) days
following receipt of such notice within which to notify Tenant of
Landlord's approval or disapproval of such proposal. In the event
Landlord does not respond to Tenant's notice within such fifteen
(15) day period, Landlord will be deemed to have approved same. In
the event of such Sublease or Assignment, SubTenant's or Assignee's
business shall be in accordance with the use set forth in this
Lease, and shall assume all of the obligations of this Lease. A
duplicate original of said Sublease or Assignment (and any
amendments thereto) shall be delivered to Landlord within five (5)
days of its execution. In the event of any such Sublease or
Assignment, any increase in the base rent paid by SubTenant or
Assignee in excess of the Base Rent paid by Tenant to Landlord under
this Lease shall be payable to Landlord as additional rent due by
Tenant to Landlord under this Lease. Additionally, Landlord may, at
the option of Landlord, collect rent directly from the SubTenant or
Assignee and apply the net amount collected to the Base Rent and
additional rent for which Tenant is obligated to Landlord under this
Lease, but no such collection shall be deemed a waiver of this
covenant or the acceptance of the SubTenant or Assignee, nor shall
it release Tenant from the further observance and performance of the
restriction on assignment and subletting herein contained.
(f) Alterations, Additions and Improvements - Not to permit the Premises
to be used for any purpose other than that stated in the "USE"
paragraph of this Lease, or make or allow to be made any
alterations, physical additions or improvements in or to the
Premises without first obtaining the written consent of Landlord.
Any and all such alterations, physical additions or improvements,
when made in the Premises by Tenant, shall at once become the
property of Landlord and shall be surrendered to Landlord upon the
termination of this Lease by lapse of time or otherwise; provided,
however, this clause shall not apply to movable equipment or
furniture owned or leased by Tenant. Tenant agrees specifically that
no food, soft drink, or other type of vending machine will be
installed within the Premises without prior written consent of
Landlord.
(g) Entry for Repairs and Inspection - To permit Landlord or its agents
or representatives to enter into and upon any part of the Premises
at all reasonable hours to inspect same, clean, or make repairs,
alterations or additions hereto and to show Premises to prospective
new tenants or to prospective purchasers, as Landlord may deem
necessary or desirable, and Tenant shall not be entitled to any
abatement or reduction of rent by reason thereof.
(h) Nuisance - To conduct its business and control its agents,
employees, invitees and visitors in such manner as not to create
any nuisance, or interfere with, annoy or disturb any other Tenant
or Landlord in this operation or Building. Tenant shall not obstruct
or use the sidewalks, entries, passages, vestibules, halls,
elevators, or stairways of the Building for any other purpose than
ingress and egress to and from the Premises, or throw or sweep or
put anything out of the windows or doors, or in the passages or
corridors of the Building. If any such breach of this provision is
called to Tenant's notice in writing, Tenant shall correct same at
once or this Lease may be terminated by Landlord, at Landlord's
option.
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14. CONDEMNATION. Landlord and Tenant mutually covenant and agree that if the
whole or any part of the Premises shall be taken by Federal, State, Parish,
City, or other authority for public use, or under any statute or by right of
eminent domain or expropriation, Tenant shall not be entitled to any part of any
award that may be made for such taking, nor for any damages, except that portion
of any award of damages paid, which is directly attributable to leasehold
improvements installed and paid for by Tenant. In the event of a partial taking,
rent shall be reduced as of the date of such taking by a percentage equal to the
percentage obtained by reletting the space taken to the total space leased
hereby, and if such taking renders the remainder of the Premises untenantable
for Tenant's purposes, Tenant shall have the option, to be exercised by notice
in writing to Landlord within sixty (60) days after said taking, of terminating
this Lease. Such termination shall take place not later than thirty (30) days
after receipt of such notice by Landlord. Landlord shall notify Tenant in
writing within ten (10) days of the receipt of official notice of commencement
of condemnation proceedings.
15. LANDLORD NOT LIABLE. Except as expressly set forth in this Lease, Landlord
shall not be liable or responsible to Tenant, its employees, invitees,
licensees, permittees or other for any loss of any kind, damage or inconvenience
to any property or person occasioned by theft, fire, act of God, public enemy,
fuel, insurrection, vandalism, sabotage, war, court order, requisition, or order
of Government body or authority; or for any loss, damage or inconvenience which
may arise through repair or alteration of any part of the Building, failure to
make any such repairs, or malfunction or failure of any equipment or Building
component.
16. LIEN FOR RENT. In consideration of the mutual benefits arising under this
Lease, Tenant hereby grants to Landlord a lien on all property of Tenant now or
hereafter placed in or upon the Premises, and such lien of Landlord shall be for
payment of all rent and other sums agreed to be paid by Tenant herein. Said lien
shall be in addition to and cumulative of the lessor's privilege provided by
law.
17. ABANDONMENT. In the event the Premises are abandoned by Tenant, Landlord
shall have the right, but not the obligation, to relet same for the remainder of
the Term provided for herein; and if the rent received through such reletting
does not at least equal the Base Rent plus the additional rent payable
hereunder, Tenant shall pay and satisfy any deficiency between the total amount
of the rent so provided for and that received through reletting, and, in
addition thereto, shall pay all reasonable expenses incurred in connection with
any such reletting, including, but not limited to, the reasonable cost of
advertising, commissions to brokers, leasing agents and others, the reasonable
cost of renovating, altering and decorating for any new occupant. Nothing herein
shall be construed as in any way denying Landlord their right, in the event of
abandonment of said Premises or other breach of this Lease by Tenant, to treat
the same as an entire breach, and at Landlord's option immediately ▇▇▇ for the
entire breach of this Lease and any and all damages which Landlord suffers
thereby.
18. PROPERTY ABANDONED. All property remaining in the Premises upon termination
shall be considered to have been abandoned by Tenant and Landlord may dispose of
it in any manner Landlord wishes. Tenant will reimburse Landlord for all costs
incurred for disposal together with all costs for repairs required because of
removal of all or any such abandoned property.
19. HOLDING OVER. In the event of holding over by Tenant after expiration or
termination of this Lease without the written consent of Landlord, Tenant shall
pay as liquidated damages an amount equal to 2 times the Base Rent plus any
adjustments provided for herein, for the entire holdover period. No holding over
by Tenant after the Term of this Lease shall operate to extend this Lease; in
the event of any holding over, without the written consent of Landlord, Tenant
shall indemnify Landlord against all claims for damages by any other Tenant to
whom Landlord may have leased all or any part of the Premises covered by this
Lease. Any holding over with the consent of Landlord in writing shall thereafter
reconduct this Lease from month-to-month.
20. FIRE ON PREMISES. In the event of a fire on the Premises, Tenant shall
immediately give notice thereof to Landlord. If the Premises, through no fault
or neglect of Tenant, its agents, employees, invitees or visitors, shall be
partially destroyed by fire or other casualty so as to render the Premises
untenantable, the rent herein shall ▇▇▇▇▇ thereafter until such time as the
Premises are made tenantable by Landlord; provided however, if more than fifty
(50%) percent of the Premises are damaged as described above, either party may
elect to terminate the Lease within 30 days thereafter upon written notice to
the other party. In the event of the total destruction of the Premises without
fault or neglect of Tenant, its agents,
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employees, invitees or visitors, or if from such cause the same shall be so
damaged that Landlord shall decide not to rebuild, then all rent, rent
adjustments or any other sums owed up to the time of such destruction or
termination shall be paid by Tenant and thenceforth this Lease shall cease and
come to an end, without any residual obligation on the part of either Landlord
or Tenant. Landlord shall act in good faith to make a speedy determination as to
whether or not to rebuild.
21. ATTORNEY'S FEES. In the event either party defaults in the performance of
any of the terms, covenants, agreements or conditions contained in this Lease,
and the other party places the enforcement of this Lease, or any part thereof,
or the collection of any rent due or to become due hereunder, or recovery of the
possession of the Premises in the hand of an attorney, or files suit upon the
same, the losing party agrees to pay reasonable attorney's fees incurred by the
prevailing party.
22. ALTERATION OF LEASE. This Lease may not be altered, changed or amended,
except by an instrument in writing signed by both parties hereto.
23. ASSIGNMENT BY LANDLORD. Landlord shall have the right to transfer and
assign, in whole or in part, all of Landlord's rights and obligations hereunder,
as well as the Building and the property on which the Building is situated. In
the event of a sale of the Building the seller shall be released from all
liabilities and obligations to Tenant under this Lease. Nothing contained in
this paragraph shall limit or prevent any assignment of this Lease or the
revenue derived therefrom to any lender.
24. DEFAULT BY TENANT. Default on the part of Tenant in paying rent or any
installment thereof, as provided herein, or default in compliance with any
obligation agreed or assumed herein shall authorize Landlord, at its option, at
any time after such default has continued for a period of ten (10) days and
without prior notice, to: (a) accelerate the rent for the whole of the unexpired
Term of this Lease, which rent shall become immediately due and exigible; or (b)
immediately cancel this lease; or (c) proceed for past due installments only,
reserving its right to later proceed for the remaining installments; or (d)
re-enter the Premises and let them for such price and on such terms as may be
immediately obtainable and apply the net amount realized to the payment of the
rent.
If Landlord has elected to accelerate the rent for the unexpired Term of this
Lease, then, at Landlord's option, Landlord shall have the further option to
re-enter the premises and to attempt to lease them for such rent and on such
terms as Landlord may be able to obtain, in reduction of the amount due
Landlord, or, if Landlord is unable to lease them, to let them on a
month-to-month basis, and credit the net amount realized on the payment of rent
due for the full expired Term of this Lease, reserving the right to ▇▇▇
thereafter for any balance remaining due after credit for the rent actually
received or estimated to be received. Any balance thus due shall be
considered rent due under this Lease and shall be secured by the lessor's
privilege and right of detention. Exercise of this right of re-entry and
privilege to re-let shall not in any way prejudice Landlord's right to hold
Tenant liable for any amount due under this Lease in excess of the amount for
which the property is re-let. In addition, if Tenant fails or refuses to permit
Landlord to re-enter the premises, Landlord shall have the right to eject Tenant
in accordance with the provisions of Louisiana Code of Civil Procedure, Articles
4701-4735, without forfeiting any of Landlord's right under this paragraph or
under the other terms of this Lease, and Landlord may at the same time or
subsequently ▇▇▇ for any money due or to enforce any other rights which Landlord
may have.
In the event of any default, Tenant shall remain responsible for all damages or
losses suffered by Landlord. Tenant waives any requirement of
"putting-in-default" for any such breach, except as expressly required by this
Lease.
25. NON-WAIVER. Failure of Landlord to declare any default immediately upon
occurrence thereof, or delay in taking any action in connection therewith, shall
not waive such default, but Landlord shall have the right to declare any such
default at any time and take such action as might be lawful or authorized
hereunder, either in law or in equity. No custom or practice followed in
connection with this Lease shall constitute a waiver of Tenant's obligation of
Tenant under this Lease. Time is of the essence with respect to the performance
of every obligation of Tenant under this Lease in which time of performance is a
factor.
26. INDEMNITY. Tenant shall indemnify and hold Landlord, its agents, servants
and employees harmless from and against any and all claims, damages, losses,
expenses and any other costs (including but not limited to attorney's fees)
Office Lease Agreement: Page 7 of 11 Pages Revised 9/30/98
resulting from or arising out of any and all injuries to or death of any person
or damage to any property or other loss caused in while or in part by any act,
omission, negligence or neglect of Tenant or Tenant's officers, directors,
agents, employees, invitees or visitors, or any parties contracting with Tenant
relating to the Premises, or relating in any way to the presence on the Premises
of any machinery, equipment, or other property which is in the aforesaid
Premises, whether or not said damage or injury is the result of any vice or
defect in said machinery, equipment or property.
Tenant, at its sole expense, is required to carry and maintain, at all times
during physical occupancy and the Term of this Lease, general public liability
insurance against claims for bodily injury and death occurring in, on, or about
the Premises or the Building with limitations of not less than $1,000,000.00 for
any one person injured in any one accident, and not less than $1,000,000.00 for
property damage per accident covering any accidents for which Tenant is legally
liable with a responsible insurance company, qualified to do business in the
State of Louisiana; copy of certificates of insurance, naming Landlord as an
additional insured, to be furnished to Landlord prior to physical occupancy.
27. SUBORDINATION. This Lease is subject and subordinate to any mortgages or
other encumbrance which now or hereafter encumber or affect the Building and/or
the land on which the Building is situated, and to all renewals, modifications,
consolidations, replacements and extensions thereof. This clause shall be
self-operative and no further instrument of subordination need be required by a
mortgagee or Landlord. In confirmation of such subordination, however, Tenant
shall, at Landlord's request, promptly execute any appropriate certificate or
instrument that Landlord may request. In the event of the enforcement by the
holder of any such instrument of the remedies provided for by law or by such
mortgage or other encumbrance, Tenant will, upon request of any other person or
party succeeding to the interest of Landlord as a result of such enforcement,
automatically become the Tenant of such successor in interest without change in
the terms or other provisions of this Lease. Upon request by such successor in
interest, Tenant shall execute and deliver an instrument or instruments
confirming the attornment herein provided for.
28. ESTOPPEL CERTIFICATES. Tenant agrees, at any time and from time to time,
upon not less than five (5) days' prior written notice by Landlord to execute,
acknowledge and deliver to Landlord or to such person(s) as may be designated by
Landlord, a statement in writing (i) certifying that Tenant is in possession of
the Premises, has unconditionally accepted the same and is currently paying
rents reserved hereunder, (ii) certifying that this Lease is unmodified and in
full force and effect (or if there have been modifications, that this Lease is
in full force and effect as modified and stating the modifications), (iii)
stating the dates to which the rent and other changes hereunder have been paid
by Tenant and (iv) stating whether or not to the best knowledge of Tenant,
Landlord is in default in the performance of any covenant, agreement or
condition contained in this Lease, and, if so, specifying each such default of
which notices to Landlord should be sent. Any such statement delivered pursuant
hereto may be relied upon by any owner, prospective owner, prospective
purchaser, mortgagee or prospective mortgagee of the Building(s) or of
Landlord's interest therein, or any prospective assignee of any such mortgagee.
29. RECORDATION. This Lease shall not be placed of record. However, at the
request of either party, the other shall enter into a "Notice of Lease" for
purposes of recordation, which notice shall fairly reflect the nature and term
of this Lease and the property affected, but without designating the rent
payments.
30. BANKRUPTCY BY TENANT. If voluntary bankruptcy proceedings are instituted by
Tenant, or if Tenant is adjudged a bankrupt, or if Tenant makes an assignment
for the benefit of its creditors, or if a writ of execution is issued against
it, or if the interest of Tenant hereunder passes by operation of law to any
person other than Tenant or if any other voluntary or involuntary proceedings
are instituted by or against Tenant under any bankruptcy or similar laws, unless
the occurrence of any such involuntary receivership or proceeding is cured by
the same being dismissed or stayed within sixty (60) days thereafter, or the
failure of Tenant to discharge any judgment against Tenant within sixty (60)
days after such judgment becomes definitive, this Lease may, at the option of
Landlord, be terminated by notice mailed by registered or certified mail and
addressed to Tenant.
31. HAZARD INSURANCE. Landlord shall not be obligated to insure any furniture,
equipment, machinery goods, supplies or other property which Tenant may bring or
obtain upon the Premises, or any additional improvements which Tenant may
construct thereon. If the annual premiums charged Landlord exceed the standard
premium rates because of the nature of Tenant's operation results in additional
exposure, then Tenant shall, upon receipt of appropriate premium invoices,
Office Lease Agreement: Page 8 of 11 Pages Revised 9/30/98
reimburse Landlord for such increases in such premiums as additional rent
hereunder. Likewise, if any improvements are made by Tenant in the Premises in
excess of the Building standard improvements provided for herein and such
improvements result in (a) an increase in the ad valorem taxes assessed against
the Building by any taxing authority, or (b) an increase in the premiums on the
insurance carried by Landlord on the Building, Tenant will pay any such increase
in taxes or premiums to Landlord as additional rent within thirty (30) days
after receipt of Landlord's invoice therefor. Tenant shall further be
responsible for securing its own contents insurance coverage and Landlord shall
have no liability whatsoever for any damage to Tenant's contents.
32. WAIVER OF LIABILITY. Anything in this Lease to the contrary notwithstanding,
to the extent that a Waiver of Subrogation Clause is obtainable under their
respective insurance policies, Landlord and Tenant hereby waive any and all
rights to recovery, claims, actions or causes of action, against each other,
their respective agents, officers, or employees, for any loss or damage that may
occur to the Premises, or which the Premises are a part, or any improvements
thereto, or any other cause which could be insured against under extended
coverage insurance policies, regardless of cause or origin.
33. NAME OF BUILDING. Landlord shall have the right to name and from time to
time change the name of the Building.
34. LIGHT, AIR AND VIEW. Neither diminution or shutting off of light and/or air
and/or view nor any other effect on the Premises by any structure erected or
condition now or hereafter existing on land adjacent to the Building shall
affect this Lease, ▇▇▇▇▇ rent, or otherwise impose any liability on Landlord.
35. COMPLIANCE WITH LAWS. Tenant shall, at Tenant's expense, comply with all
laws, rules, regulations, requirements and recommendations of all parish,
municipal, state, federal and other applicable governmental authorities now or
hereafter in force, including, without limitation, the Americans with
Disabilities Act of 1990 ("ADA"), as they relate to the Premises and the conduct
of Tenant's business therein. Tenant further acknowledges that such barrier
removal may require Tenant to make permanent replacements and capital
improvements to the Premises that (i) have expected useful lives extending
beyond the Term of this Lease, and (j) would otherwise be the responsibility of
Landlord. To the extent required by the ADA, Tenant shall also place appropriate
signage (with respect to the Premises) on the interior of the Premises, and with
Landlord's prior written consent, on the exterior of the Premises. All
alterations and improvements made by Tenant pursuant to this paragraph shall be
subject to the requirements of "Alterations, Additions and Improvements"
paragraph of this Lease regarding Landlord's right to approve Tenant's
alterations, additions and improvements, but Landlord agrees to reasonably
consent to any changes required by governmental authorities for ADA compliance.
Tenant agrees to indemnify Landlord for all damages, losses, fines and expenses,
including reasonable attorneys' fees, incurred by Landlord as a result of
Tenant's failure to comply with any provision of this paragraph.
36. ENVIRONMENTAL COMPLIANCE. Tenant shall not cause or permit the presence, use
disposal, storage, or release of any hazardous or environmentally unsafe
substances on or in the Leased Premises. Tenant shall not do, or allow anyone
else to do, anything affecting the Leased Premises in violation of any state or
federal Environmental laws and regulations. Tenant warrants that the Leased
Premises shall remain environmentally safe and free from contamination of
hazardous substances during and subsequent to the term of this Lease, arising
from or in any way related to Tenant's operation and use of the Leased Premises.
Tenant agree to indemnify and hold Landlord harmless against all claims and
liabilities arising from Tenant's breach of this covenant, including attorney's
fees and other legal costs that may be incurred by Landlord.
37. RULES AND REGULATIONS. Tenant will comply with the rules of the Building
adopted and altered by Landlord from time to time for the safety, care and
cleanliness of the Premises and Building and for preservation of good order
therein, copies of which will be sent by Landlord to Tenant in writing, but such
rules will not contradict or adversely modify any terms of this Lease. The Rules
and Regulations to apply when Tenant occupies the Premises are annexed as
Exhibit "B."
38. SIGNAGE. Tenant, at its sole cost and expense, shall be allowed to display a
sign for Tenant's business on the outside of the Building, subject to the prior
written approval of Landlord an Landlord's architect of the size, design and
location of said sign. Tenant shall not be permitted to place any other signs on
the Building or the Premises without Landlord's prior written approval. Upon
termination of this Lease, Tenant shall remove any sign, advertisement or notice
painted on or affixed to the building or the Premises and restore the place it
occupied to the condition in which it existed as of the date of this Lease. Upon
Tenant's failure to do so, Landlord may do so at Tenant's expense.
Office Lease Agreement: Page 9 of 11 Pages Revised 9/30/98
39. LIMIT ON LIABILITY OF LANDLORD. Under no circumstances whatsoever shall
Landlord ever be liable hereunder for consequential or special damages; and all
liability of Landlord to Tenant for any default by Landlord under the terms of
this Lease shall be limited to the proceeds of sale on execution of the interest
of Landlord in the Building; it being stipulated and agreed that Landlord shall
not be personally liable for any deficiency. This clause shall not be deemed to
limit or deny any remedies which Tenant may have, in the event of default by
Landlord hereunder, which do not involve the personal liability of Landlord.
40. MISCELLANEOUS PROVISIONS.
(k) The covenant to pay any additional rent shall survive the termination of
this Lease.
(l) This Lease shall be binding upon and inure to the benefit of the
successors, heirs, and assigns of Landlord, and shall be binding upon
and inure to the benefit of Tenant, its heirs, legal representatives and
successors, and, to the extent assignment may be approved by Landlord
hereunder, Tenant's assigns.
(m) All rights and remedies of Landlord under this Lease shall be cumulative
and none shall exclude any other rights or remedies allowed by law; and
this Lease is declared to be a Louisiana contract, and all of the terms
thereof shall be construed according to the laws of the State of
Louisiana.
(n) Landlord shall have the option, at any time during the Term of this
Lease, and any extension thereof, to relocate Tenant's Premises at
Landlord's expense, to a location of similar size and improvement
quality and at the same rent rate in the Building. In such case Landlord
shall bear Tenant's reasonable moving costs.
(o) In the event that there be more than one person named as Tenant herein,
each Tenant binds himself, jointly, severally and in solido, with all
the others for the payment of the rent, and the performance of all of
the covenants, agreements, stipulations and conditions herein contained,
in accordance with the terms hereof.
(p) Each notice required or permitted to be given hereunder by one party or
the other shall be in writing with a statement therein to the effect
that notice is given pursuant to this Lease and the same shall be given
and deemed to have been delivered, served and given if placed in the
United States mail, postage prepaid, by registered or certified mail,
return receipt requested, addressed to the party at the address provided
herein.
(q) The fact that this Lease may have been prepared by either Landlord or
Tenant, or by the attorneys for either party, shall not justify the
resolving of whatever, if any, doubt there may be against said party.
(r) Any provision of this Lease prohibited by the laws of any Parish, City,
State, Federal or other jurisdiction shall be ineffective to the extent
of such prohibition without invalidating the remaining provisions of
this Lease.
(s) Paragraph headings in this Lease are for convenience only, and are not
to be construed as a part of this Lease or in any way defining, limiting
or simplifying the provisions thereof.
(t) Landlord shall re-carpet and paint existing walls of the Premises and
the lobby area. Carpet and paint selection to be chosen by Tenant with
Landlord's approval of selection.
Office Lease Agreement: Page 10 of 11 Pages Revised 9/30/98
THUS DONE AND PASSED, by Landlord, in multiple rights, on this 30 day
of November, 1998, in the presence of the competent witnesses, after due reading
of the whole.
WITNESSES: LANDLORD:
LOUISIANA INVESTMENT CORPORATION
/s/ ▇▇▇▇▇ ▇. Guilloy
------------------------------- By: /s/ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇.
-----------------------------------
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇., President
/s/ ▇▇▇▇▇ ▇▇▇▇▇
-------------------------------
THUS DONE AND PASSED, by Tenant, in multiple originals, on this 30 day
of November, 1998, in the presence of the undersigned competent witnesses, after
due reading of the whole.
WITNESSES: TENANT:
PATIENT'S CHOICE
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------- By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chief Executive
Officer
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------
Office Lease Agreement: Page 11 of 11 Pages Revised 9/30/98