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LEGAL APPROVAL LEASE AGREEMENT THIS LEASE (the "Lease") made as of the 13th" day of January, 1995, by OUTPATIENT PROPERTIES, INC., as Landlord (herein called "Landlord"), and THE OUTPATIENT CENTER OF BOYNTON BEACH, LTD., as Lessee (herein called "Tenant"). ARTICLE I PREMISES, TERM, AND RENT Section 1.01 Leased Premises. ( a) Landlord leases to Tenant, and Tenant rents from Landlord, that certain vacant lot located at the Southwest quadrant of South Seacrest Boulevard and Southwest 23rd Avenue (Golf Road), Boynton Beach, Florida more fully described in Exhibit · A. attached he:ceto (the "Premises"). (b) The use and occupation by Tenant of the Premises shall be exclusively for the purpose of providing parking for the employees, agents, business invitees and licensees of Tenants subject to the provisions concerning such use as specified in this Lease. Section 1.02 Length of Term. (a) The initial term of this Lease shall be ten (10) years, beginning on February 10, 1995, subject to earlier termination upon defaul t. Provided that Tenant shall not then be in default hereunder, Tenant shall have the right to renew this Lease for an additional period of five (5) years upon written notice to Landlord at least ninety (90) days prior to expiration of the initial term. All terms shall remain the same for the renewal term, except that the base rental shall be increased to reflect the change in the Consumer Price Index - All Items (1967 = 100) from the date hereof to the first day of the month preceding the renewal date. (b) Upon termination of peacefully vacate the Premises. Tenant shall base rent equal theretofore in effect. this Agreement, Tenant shall Upon any holding over by Tenant, to two ( 2 ) times the base rent Section 1.03 Rent; Additional Rent. (a) Rent shall be payable by the Tenant on the first day of each month in advance, without any prior demand therefor, and without any deduction, holdback or set-off whatsoever. The base rental for the initial three (3) months of the term shall be Two Thousand Seven and 86/100ths Dollars ($2,007.76) per month plus sales tax, and for the balance of the initial term shall be-Five Thousand Eight Hundred Eighteen and 19/100ths Dollars ($5,818.19) per month plus sales tax, in all cases exclusive of all utilities, other taxes, insurance and other pass through type expenses. This Lease shall be absolutely net to Landlord. (b) Tenant shall be responsible for all taxes, insurance, maintenance, repairs, assessments, fees, charges and expenses of every kind imposed upon, with respect to or attributable to the Premises or this Lease, free of any set-offs, deductions or claims by Tenant, such that this Lease shall be absolutely net to Landlord. All such sums, and sales taxes thereon, shall be treated as additional rent due Landlord, and shall be paid to Landlord immediately upon invoice therefor or directly by Tenant with evidence of payment to be furnished promptly to Landlord. ARTICLE II CONDUCT OF BUSINESS BY Tenant Section 2.01 Use of Premises Tenant shall use the Premises solely and for the exclusive purpose of providing parking for its outpatient surgery center business located at 2351 South Seacrest Boulevard, Boynton Beach, Florida. Tenant shall not use the Premises for any other business or purpose, nor allow use of the Premises by any other person. Section 2.02 Relationship of Parties. The Landlord and Tenant hereby acknowledge that each is conducting a separate business. The relationship between the parties shall not, in any manner, be construed as a partnership or joint venture. Employees of the Landlord shall not be deemed to be employees of the Tenant. Employees of the Tenant shall not be deemed to be employees of the Landlord. ARTICLE III Tenant OBLIGATIONS Section 3.01 Real Estate Taxes. Tenant shall pay to Landlord, as additional rent, all real estate taxes assessed against the Premises with respect to all periods covered by the term of this Lease. Landlord shall estimate the amount of real estate taxes and Tenant shall pay one-twelfth (1/12) thereof. monthly in advance, together with each monthly payment of rent. After the end of each calendar year, based upon the valuations assigned by the Pa~ Beach County Tax Collector's Office, there shall be an adjustment between Landlord and Tenant, with payment to or repayment by Landlord, as the case may require to the end that Landlord shall receive the actual amount of taxes due for such period (plus sales taxes thereon). In no event shall interest be credi ted on or charged against any overpayment or deficiency, as the case may be. 2 Section 3.02 Other Taxes. The Tenant agrees that during the term of this Lease or any extension thereof, it will pay to the public officers charged with the collection thereof, any "use" or "sales" tax that might be imposed by any governmental body against either the Landlord or the Tenant by reason of the occupancy of the demised Premises and payment of rental therefor by the Tenant; and Tenant further covenants and agrees to pay such tax or taxes prior to the ;same becoming delinquent and to furnish unto Landlord evidence of such payment. In the event Tenant should fail to pay such use or sales taxes, then the Landlord, at its sole option, may pay said tax or taxes and the amount so paid by Landlord shall be added to and become additional rental to be paid by Tenant unto Landlord. Tenant shall have the option of paying any such use or sales tax directly to the governmental body assessing the same or to the Landlord. In the event the same are paid to the Landlord, it shall be Landlord's obligation to pay the same to such governmental body. Section 3.03 Maintenance. Upon execution and delivery hereof, the Tenant shall henceforth during the term of this Lease be responsible for all maintenance of the Premises. Tenant will also pay all water service and sewer charges, lawn and garden service, paving and parking lot striping, exterior lighting, and all other required maintenance. Tenant shall also be responsible for any signs, mail boxes, exterior identification, etc., that has been installed on the Premises on Tenant's behalf. Section 3.04 Alteration to the Premises. Tenant shall not make any al teration or addi tion to the Premises other than the construction and maintenance of appropriate parking facilities, without first obtaining the express prior written consent of Landlord. Upon expiration and termination of this Lease, all installations, fixtures, improvements and alterations, whether existing at the Commencement Date or made or installed by Tenant, shall remain a part of the Premises as the property of Landlord. Section 3.05 Liens. Tenant agrees that it will make full and prompt payment of all sums necessary to pay for the cost of repairs, alterations, improvements, changes or other work done by Tenant to the Premises and further agrees to indemnify and hold harmless Landlord from and against any and all such costs and liabilities incurred by Tenant, and against any and all mechanic's, materialman'S or laborer's liens arising out of or from such work or the cost thereof which may be asserted, claimed or charged against the Premises. Notwithstanding anything to the contrary in this lease, the interest of Landlord in the Premises shall not be subject to mechanic's, materialman's or laborer's liens for improvements<made by or for Tenant, whether or not the same shall be made or done in 3 accordance with an agreement between Landlord and Tenant, and this Lease specifically prohibits the subjecting of Lan~lord's interest to any such liens. All persons dealing with Tenant are hereby placed on notice of this provision. In the event any notice or claim of lien shall be asserted of record against the interest of Landlord in the Premises on account of or growing out of any improvement or work done by or for Tenant, or any person claiming by, through or under Tenant, or for improvements or work, the cost of which is the responsibility of Tenant, Tenant agrees to ~ave such notice of claim of lien canceled and discharged of record as a claim against the interest of Landlord in the Premises (either by payment or bond as permitted by law) within ten (10) days after notice to Tenant by Landlord, and in the event Tenant shall fail to do so, Tenant shall be considered in default under this Lease. Section 3.06 Mortgage Subordination and Non-disturbance; Estoppel. All rights and interests of Tenant hereunder are and shall be and remain subj ect, subordinate and inferior to all mortgages, heretofore or hereafter given and encumbering the Premises, or any part thereof, and shall likewise be subordinate and inferior to all renewals, modifications, consolidations, replacements and extensions of any such mortgage, and the right of the holder of any such mortgage shall at all times be and remain prior and superior to all rights and interest of Tenant. This provision shall operate as a subordination agreement with respect to all such mortgages and all renewals, modifications, consolidations, replacements and extensions thereof. Nevertheless, if the holder of any such mortgage or any person, firm or corporation agreeing to make a loan secured by a mortgage on the Premises, shall require confirmation of any subordination for which provision is herein made or a separate subordination agreement with respect to any mortgage transaction, Tenant shall execute such confirmation or subordination agreement in the form required by such mortgage holder or other person or corporation agreeing to make a loan secured by a mortgage on the Premises, and the execution of the same shall not diminish or affect the liability of Tenant hereunder or of any other party responsible for or guaranteeing the obligations of Tenant under this Lease. Provided, however, that if this Lease is in full force and effact, the right of " possession of Tenant to the Premises and Tenant's rights arising out of this Lease shall not be affected or disturbed by the rights of the mortgagee in the exercise of any rights under the Mortgage or note secured thereby, nor shall Tenant by named as a party defendant to any foreclosure to the lien of mortgage. In the event that the mortgagee, or any person, acquires title to the Leased Premises pursuant to the exercise of any remedy provided for in the mortgage, this Lease shall not be terminated or affected by said foreclosure or sale, or any such proceeding, and the mortgagee shall agree that any sale of the Leased Premises pursuant to the exercise of any rights and remedies under the mortgage, or otherwise, shall be made subject to this Lease and the rights of Tenant hereunder. Tenant agrees to attorn to the mortgagee or such person as its new Landlord and the Lease shall continue in full force and effect as a direct Lease between Tenant and mortgagee or 4 such other person, upon all the terms, covenants and agreements set forth in this Lease. Within five (5) days after request therefore by Landlord, or in the event that upon any sale, assignment or hypothecation of the Leased Premises by Landlord an estoppel certificate shall be required from Tenant, the Tenant agrees to deliver, in recordable form, an estoppel certificate to any proposed mortgagee or purchaser or to the owner certifying (if such be the case) that this Lease is in full force and effect and that there are no defenses or offsets thereon or stating those claimed by Tenant. Section 3.07 Condemnation. Landlord and Tenant agree to share the proceeds, as their respecti ve interest may appear, from all damages accruing on account of any taking or condemnation of any part of the Premises, or by reason of any act of any public or quasi-public authority for which damages are payable, but only after payment in full of any mortgage or other lien upon the Premises. Tenant agrees to execute such instruments of assignment as may be required by Landlord, to join with Landlord, and to turn over to Landlord any such damages that may be recovered in any such proceeding. Section 3.08 Compliance with Laws. Tenant shall at all times comply with all applicable laws and regulations pertaining to use and occupation of the Premises. Section 3.09 Insurance Tenant agrees to maintain general liability insurance on the Premises in a total amount of Five Hundred Thousand Dollars ($500,000.00) (which may be provided by umbrella coverage), with Landlord named as co-insured with proceeds payable to Tenant and Landlord as their respective interests may appear. ARTICLE IV DEFAULT OF Tenant Section 4.01 Events of Detault. In the event Tenant should fail to pay rent or any other sums required to be paid hereunder within five (5) days after the same becomes due, or in the event of Tenant's failure or refusal to comply with any non-monetary covenant or obligation herein within thirty (30) days after written notice from Landlord specifying the nature of such failure or refusal, (any of the foregoing being an "Event of Default"), the Landlord shall have any and all rights and remedies hereinafter set forth. 5 Section 4.02 Remedies of Landlord. (a) If any Event of Default occurs, the Landlord shall have the right, at the option of Landlord, to terminate this Lease upon three (3) days written notice to Tenant, and to thereupon re-enter and take possession of the Leased Premises. (b) If any Event of Default.occurs; the Landlord, in addition to other rights and remedies it may have, shall have the right to declare this Lease in default and accelerate all rents and additional rents for the entire remaining term immediately due and payable without regard to whether possession of the Premises shall have been surrendered to or taken by Landlord. (c) No re-entry on taking possession by Landlord shall be construed as an election to terminate this Lease unless a written notice to such effect is given to Tenant. Any re-entry shall be allowed by Tenant without hinderance, and Landlord shall not be liable for any claimed trespass or forcible entry. (d) Any and all rights, remedies and options given in this Lease to Landlord shall be cumulative and in addi tion to and without waiver of, or in derogation of, any right or remedy given to it under any law now or hereafter in effect. Section 4.03 Legal Expenses. In the event that it shall become necessary for either party to employ the services of an attorney to interpret or enforce any of its rights under this Lease or to collect any sums due to it under this Lease or to remedy the breach of any covenant of this Lease on the part of the other party to be kept or performed, regardless of whether suit be brought, the losing party shall pay to the prevailing party such reasonable fee as shall be charged by the prevailing party's attorney for such services at the trial and appellate level. ARTICLE V MISCELLANEOUS Section 5.01 Sale of Premises. In the event that Landlord during the term of this Lease proposes to enter into an agreement wi th any third party to purchase the Premises, Landlord hereby grants to Tenant a right of first refusal pursuant to which Tenant may purchase the Premises upon the same terms and conditions as are offered by the third party. In the event Landlord desires to enter into any such agreement, Landlord shall first give written notice to Tenant setting forth the terms of the third party offer to purchase. The exercise of Tenant's right of first refusal to purchase the Premises must be in writing and must be received by Landlord within fifteen (15) days after the receipt of the aforementioned notice. 6 Section 5.02 Entire Agreement. This Lease constitutes all covenants, promises, agreement, conditions and understandings between Landlord and Tenant concerning the Premises, and there are no covenants, promises, conditions or understandings, either oral or written, between them. Section 5.02 Radon Gas Notification. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. IN WITNESS WP~REOF, Landlord and Tenant have executed this Lease, or have caused the same to be executed as of the day and year first above written. Signed, sealed and delivered in the presence of, <) Il ~ '~~.e-n.IL- [Witness Signature] ~~. ~c;molll /) [Witness Print Name] ///~Qk [Witness Signature] tv e. f1JL~ [Witness Print Name] LANDLORD: OUTPATIENT PROPERTIES, INC. a Florida corporation BY: ~ Its: PreFident TENANT: ~~~ [ . ness ignature] ~~'F~t/llZ>A.JL) [Witness Print Name] ~/ '2 Q~ [Witness Signature] tv: E. ~J..s [Witness Print Name] THE OUTPATIENT CENTER OF BOYNTON BEACH, LTD. 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