Fill and Sign the Master Lease Agreement This Master Lease Form

LEASE AGREEMENT THIS LEASE AGREEMENT made and entered into effective the ____ day of ________, ________, by and between ________, a ____________ Non-Profit Corporation, as Lessor, and ________., a _____________ corporation, as Lessee, whereby Lessor leases to Lessee, and Lessee hereby rents or leases from Lessor the land and buildings located on the premises described below, on the terms and conditions set out below. W I T N E S S E T H: FOR AND IN CONSIDERATION of the sum of ________ and ________ Dollars ($________) cash in hand this day paid and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, ________. (hereinafter "Landlord"), does hereby lease and demise unto ________. (hereinafter "Tenant"), and Tenant does hereby take and lease from Landlord, upon and subject to each of the covenants and undertakings hereinafter set forth, the land and buildings, all located on the real estate, whose address is ________, City of ________, ______ Judicial District of ________ County, ____________, which real estate is more particularly described in Exhibit A, attached hereto, including all buildings located thereon, said real estate being hereafter sometimes referred to as "demised premises." Notwithstanding the foregoing, the demised premises does not include the ________ located on the first floor of the building housing the medical practice on said premises, which lab presently consists of ________ square feet and which shall be enlarged and renovated to cover ________ square feet, more or less. Landlord and Tenant further covenant and agree as follows: I. Term: A.The term of this Lease shall be for a period of ________ ( ) years commencing on ________ ____, ____, and ending ________ ____, ____. This Lease Agreement may be canceled and terminated by either party, without penalty, on ________ ____, ____, or ________ ____, ____, after giving a written notice of the intent to terminate to the other party ninety (90) days prior to the date of the intended termination. The giving of the notice required in this section shall not release either Landlord or Tenant from full and faithful performance of all terms and conditions of this Lease Agreement during the continuing occupancy of Tenant after the notice of termination but before Tenant actually vacates the demised premises. B.Notwithstanding the provisions of subparagraph (A), at any time during the initial term, or any subsequent renewal term, either party may submit a proposal to the other for cancellation of this Agreement. Such proposal shall set forth a termination date and a formula for addressing the interests of both parties herein in a manner that is commercially reasonable and based on fair market evaluations of such interests. If accepted as presented, or if both parties agree to any modifications thereto, this Agreement shall be terminated accordingly. II Rent: During the term of this Lease, Tenant shall pay monthly rental to Landlord in the amount of ________ Dollars ($________) per month payable on the tenth day of each month in advance. In addition to said monthly rental, Tenant shall pay all ad valorem taxes assessed and/or due against the demised premises during the term of this Lease, together with any insurance on the said premises. Rent checks shall be made payable to "________." and mailed or delivered to the following address: ________, __________, _____________ ________. III.Taxes: Tenant shall pay all real estate taxes and assessments on said demised premises during the full term of this Lease. Landlord agrees to cooperate with Tenant in seeking a reduction from the taxing authorities in any real estate tax increase during the lease term and any renewals thereof. Real estate taxes, whether or not then due or payable, shall be prorated at both the commencement and ending date of the lease term. At the close of each tax year, Tenant agrees to furnish Landlord a paid receipt reflecting the payment of all real estate taxes and assessments, or other appropriate evidence of payment. Furthermore, Tenant shall pay all special or local assessments that may be levied against the demised premises by reason of improvements made thereon by Tenant or of the street or sidewalks surrounding the property. IV. Fire, Hazard and Liability Insurance: A. Tenant shall provide and keep in force, at Tenant's sole expense, for the benefit of Landlord, fire and hazard insurance sufficient to replace or restore the demised premises in the event of loss or damage. B. Tenant shall provide and keep in force, at Tenant's sole expense, for the benefit of Landlord, general public liability insurance protecting Landlord against claims for bodily injury or death occurring on or in the demised premises or the elevators or escalators therein, or in the streets and underground passageways adjacent to the demised premises, for not less than ________ Dollars ($________) with respect to any one accident or disaster, for not less than ________ Dollars ($________) with respect to bodily injury or death to any one person, and for not less than ________ Dollars ($________) with respect to destruction or damage to property. A liability policy or a certificate of insurance covering Tenant and Landlord, as their interests may appear, but otherwise in the form herein provided, shall be deemed a compliance with the provisions of this paragraph. Notwithstanding and in lieu of the foregoing, Landlord may, in its sole discretion, add the demised premises to its commercial general liability policy and Tenant shall reimburse Landlord annually for any increase in premium resulting from adding the demised premises as aforesaid. C. Tenant shall renew all fire, hazard and liability policies of insurance that Tenant is required to procure and maintain under the provisions of this Lease when renewal is required, and at least ten (10) days prior to the expiration of the policies. Tenant shall furnish to Landlord a copy of the binder from the insurer. Tenant shall also provide Landlord with the renewal of the insurance policies hereunder. All binders, policies, or certificates shall provide for ten (10) days notice from insurers to Landlord of any cancellation or amendment to any of the insurance policies, where a notice requirement of this nature is acceptable to insurer. D. Tenant shall, in addition, and in any event hold the Landlord harmless from any liability arising from the operation, or possession of said demised premises, and the Tenant agrees to indemnify Landlord against and save Landlord harmless from all demand, claims, causes of action or judgments for injury to person, loss of life, or damage to property occurring on said premises and arising out of the Tenant's use and occupancy, or arising out of use and occupancy by Tenant's sublessee. V. Destruction of Premises: If the demised premises, or any part thereof, are damaged or destroyed by fire or other casualty, the Landlord shall, except as otherwise provided there is interference with the operation of the Tenant’s business in said demised premises, the rental shall be equitably apportioned according to the time during which, and the extent to which, the demised premises may have been untenantable. However, if the demised premises should be damaged to the extent that the Landlord shall decide not to rebuild or repair, Landlord shall make a good faith effort to find comparable substitute premises acceptable to Tenant, which Tenant shall not unreasonably refuse. If comparable substitute premises are not procured within thirty (30) days of any such damage, the term of this Lease shall end and the rent shall be prorated up to the time of the damage. VI.Condemnation : In the event the premises hereby leased, or any part thereof are taken in condemnation proceedings, Tenant may cancel this lease and all condemnation moneys shall belong to the Landlord, according to its respective interest. VII.Subletting: A. Tenant shall not assign this Lease Agreement or any interest in this Lease Agreement, or sublet the demised premises or any part of the demised premises or any right or privilege appurtenant to the demised premises, or allow any person other than Tenant and Tenant’s agents and employees to occupy or use the demised premises or any part of the demised premises, without first obtaining Landlord’s written consent. B. Landlord’s consent to one assignment, sublease, or occupancy or use shall not be deemed to be a consent to any subsequent assignment or sublease, or to any occupancy or use by any other person. C. Any unauthorized assignment or sublease shall be void, and shall terminate this Lease Agreement at Landlord’s option. VIII.Default: In the event Tenant shall be in default in the payment of rentals hereunder or if Tenant shall default in any of the covenants herein contained and should such default continue for sixty (60) days after receipt of written notice by Tenant from Landlord, it shall be lawful for Landlord to enter upon and take possession of said demised premises, provided, however, that if the default by Tenant relates to any covenant other than one respecting the payment of rent, then Landlord may not enter upon and take possession of said premises or exercise any other remedy provided by law unless Tenant fails within said sixty (60) day period to begin to remedy the default complained of and thereafter fails to make diligent efforts to complete the remedy. IX.Encumbrances and Restrictions: Landlord covenants and warrants that Landlord has the lawful right to lease the herein demised premises and that said premises are free and clear of any and all liens, easements, restrictions and encumbrances except those reflected in the land records of the Chancery Clerk of ________ County at _____________,______________. X.A memorandum of this Lease may be recorded in the Chancery Clerk's records of the ________ Judicial District of ________ County, ____________ by any party hereto. XI. Waste: Tenant, its assignees or sublessees shall not commit waste upon said demised premises and at the expiration of this Lease will peaceably surrender possession of demised premises to the then owners of said real estate in safe condition. XII. Peaceful Use: Landlord covenants that Landlord will put the Tenant into complete and exclusive possession of the premises as hereinbefore provided, and that, if the Tenant shall pay the rental and perform all of the covenants and provisions of the Lease to be performed by Tenant, the Tenant shall during the term demised, freely, peaceably and quietly occupy and enjoy the full possession of the premises hereby leased and the tenements, hereditaments and appurtenances thereto belonging, and the rights and privileges herein granted, without molestation or hindrance, lawful or otherwise. XIII.Nothing contained herein shall be deemed or construed by the parties hereto, nor by any third party, as creating a relationship of principal and agent or of partnership or of joint venture between the parties hereto. XIV. Landlord May Sell (Conditions ):In the event that Landlord shall at any time during the term of this Lease desire to sell the demised premises pursuant to any bona fide offer which it shall have received, it shall offer them to Tenant at the same price as that contained in such bona fide offer. Tenant shall have thirty (30) days from and after receipt thereof to decide whether or not to purchase the demised premises at such price. If the Tenant shall give notice of intent not to purchase or shall give no notice within the time herein limited, Landlord may accept such offer and proceed with the sale thereunder. If Tenant notifies Landlord that it elects to purchase said interest in the demised premises at such price, the parties shall enter into a contract of purchase and sale forthwith, and Tenant shall, within thirty (30) days following evidence of clear title to the unexpired right to use said property, tender the purchase price thereof to Landlord in exchange for a Deed to said interest. Such contract shall provide, among other things, for prorating taxes to date of closing; for Landlord to supply an attorney's certificate showing good title sufficient for Tenant to acquire Landlord's fee simple interest in and to said leased property and a Warranty Deed to said property. XV. Notices: All notices required under this Lease shall be deemed to be properly served if delivered in writing personally or sent by certified mail with return receipt requested, to Tenant at ________, ________, ______________ ________; to Landlord at its offices at ________, ________, ____________ ________, or to any subsequent address which Tenant or Landlord designates in writing to the other parties for such purposes. Date of service of a notice served by mail shall be the date on which such notice is deposited in a post office of the United States Post Office Department. XVI. Repairs: Tenant, at the expense of Tenant, shall maintain the demised premises and appurtenances to the demised premises in good repair and in at least as good condition as that in which they were delivered, allowing for ordinary wear and tear. XVII. Utilities: Tenant shall pay all charges measured by consumption or use for water, sewage disposal, telephone, gas, electricity, and any other similar utility, commodity, or service furnished to or used by Tenant whether such utility services are furnished by Landlord or are submetered by Landlord or furnished directly from the utility company or governmental body or agency. XVIII Alterations and Improvements: A. Tenant shall not improve or alter the demised premises in any manner without the prior, express, and written consent of Landlord, but shall, before making any improvements or alterations, submit plans and designs for such improvements or alterations to Landlord for its approval. In the event that the plans and designs are disapproved, the improvements or alterations shall be made only with such changes as may be required by Landlord. B.Furnishings, trade fixtures, and equipment installed by Tenant shall be the property of Tenant and may be removed by Tenant at any time during the term of this Lease Agreement provided that Tenant is not in default under this Lease Agreement. On termination of this Lease Agreement, Tenant shall remove any such property. Tenant shall repair any damage to the demised premises resulting from the installation or removal of such property. C. If the Landlord desires to make renovations or additions to the demised premises or if substantial repairs or replacement is required for the demised premises (or any of the systems therein), the parties shall in good faith negotiate the necessity and manner of the work to be done and the adjustment to the monthly rental arrangements to amortize the cost of such work. XIX. Permitted Uses: The demised premises during the continuance of this Lease Agreement shall be used and occupied for the practice of medicine by physicians and for no other purpose or purposes without the prior, express, and written consent of Landlord. Tenant shall not use the demised premises for any purpose in violation of any federal, state, or municipal statute or ordinance, or any regulation, order, or directive of a governmental agency, as such statutes, ordinances, regulations, orders, or directives now exist or may hereafter provide, concerning the use and safety of the demised premises. XX.Miscellaneous : A. No waiver of any condition or covenant of this Lease by either party shall be deemed to imply or constitute a further waiver of the same or any other condition or covenant of said Lease. B. The provisions of this Lease shall bind and inure to the benefit of the parties hereto, their heirs, executors, administrators, successors and assigns. IN WITNESS HEREOF, this Lease Agreement has been duly executed on this the ____ day of ________, ________. ______________________________ ______________________________LandlordTenantBy:_____________________________By:________________________________________________________________________________________________Chief Executive OfficerExecutive DirectorSTATE OF ________________ COUNTY OF _____________ Personally appeared before me, the undersigned authority at law in and for the aforesaid jurisdiction, the within named ______________________________, personally known to me to be the duly constituted Chief Executive Officer of ______________________________, who acknowledged to me that he signed, executed and delivered the above and foregoing instrument on the day and year therein mentioned, for and on behalf of the said ______________________________, having first been duly authorized so to do. GIVEN UNDER MY HAND and official seal of office, this the ____ day of ________, ________. ____________________________NOTARY PUBLIC My Commission Expires:_____________________ STATE OF ________________ COUNTY OF ________________ Personally appeared before me, the undersigned authority at law in and for the aforesaid jurisdiction, the within named Brian Slocum, personally known to me to be the duly constituted Executive Director of ______________________________, who acknowledged to me that he signed, executed and delivered the above and foregoing instrument on the day and year therein mentioned, for and on behalf of the said ______________________________, having first been duly authorized so to do. GIVEN UNDER MY HAND and official seal of office, this the ____ day of ________, ________. ____________________________NOTARY PUBLIC My Commission Expires: _____________________