12.31.2014 - Ex 10.414 Thomasville Lease Agreement






Exhibit 10.414
SUBLEASE  AGREEMENT


THIS SUBLEASE AGREEMENT (this "Sublease") is made and entered into as of July 1, 2014 by and between ADK GEORGIA, LLC, a Georgia limited liability company ("Sublessor") and C.R. OF THOMASVILLE, LLC, a Georgia limited liability company ("Sublessee").


WITNESSETH:


WHEREAS, pursuant to that certain Lease ("Master Lease") dated August 1, 2010, Sublessor leased from William M. Foster ("Lessor") the premises described and defined in the Master Lease as the Property (the "Property"); and


WHEREAS, Sublessee desires to sublease that portion of the Property  located at 120 Skyline Drive, Thomasville, Thomas County, Georgia consisting of 52 licensed beds (the "Premises") on the terms and conditions set forth herein.


NOW, THEREFORE, for and in consideration of Ten Dollars and no/100 ($10.00), and the mutual covenants and agreements hereinafter set forth, and other good and valuable consideration paid by each party to the other, the receipt and adequacy of  which are hereby acknowledged, the parties hereto agree as follows:


1.Premises. Sublessor does hereby lease to Sublessee, and Sublessee does hereby lease from Sublessor, for the term and upon the conditions hereinafter provided, the Premises.


2.Terms and Conditions. The term of this Sublease shall be for the same term as the Master Lease. This Sublease is subject to the Master Lease and all of the terms, covenants, and conditions in the Master Lease are applicable to this Sublease with the same force and effect as if Sublessor were the lessor under the Master Lease and Sublessee were the Sublessor thereunder.


3.Base Rent. During the Term, Sublessee shall pay in advance to Sublessor on or before the 1st day of each month (except for the first payment, which shall be made on the Commencement Date) the following amounts as Base Rent (as defined below):


      Lease Year    Base Rent Per Month


	
		
	Year 1
	$27,000.00

	 
	 

	Year 2
	$27,500.00

	 
	 

	Year 3
	$28,000.00

	 
	 

	Year 4
	$28,500.00

	 
	 

	Year 5
	$29,000.00





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Commencing on the first day of year six (6) and continuing on the first day of  each  year thereafter, Base Rent shall increase by two percent (2%) over the Base Rent for the previous year.


4.Additional Rent and Other Charges. In addition to Base Rent, Sublessee shall pay to Sublessor, all other charges and additional rent payable by Sublessee under the Master Lease with respect to the Premises.


5.Absolute Net Lease.  All rent payments shall be absolutely net to Sublessor, free of any and all taxes, other charges, and operating or other expenses of any kind whatsoever, all of which shall be paid by Sublessee. Sublessee shall continue to perform its obligations under this Agreement even if Sublessee claims it has been damaged by Sublessor. Thus, Sublessee shall at all times remain obligated under this Agreement without any right  of  set-off, counterclaim, abatement, deduction, reduction or defense of any kind. Sublessee's sole right to recover damages against Sublessor under this Agreement shall be to prove such damages in a separate action.


6.Payment Terms.  All Base Rent and other payments to Sublessor hereunder shall be paid by wire transfer in accordance with Sublessor's wire transfer instructions attached hereto as Exhibit "A", or as otherwise directed by Sublessor from time to time.


7.Security Deposit.   Sublessee shall deposit with Sublessor and maintain during the Term  the sum of Twenty-Five Thousand and 001100 Dollars ($25,000.00) as  a  security deposit (the "Security Deposit") against the faithful performance by Sublessee of its obligations under this Agreement.  The Security Deposit shall be paid upon execution of this Agreement.


8.Late Charges. The late payment of Base Rent or other amounts due under this Sublease will cause Sublessor to lose the use of such money and incur administrative and other expenses not contemplated under this Agreement. While the exact amount of the foregoing is difficult to ascertain, the parties agree that as a reasonable estimate of fair compensation to Sublessor, if Base Rent or any other amount is not paid within (a) five (5) days after the due date for such payment, then Sublessee shall thereafter pay to Sublessor on demand a late charge equal to five percent (5%) of such delinquent amounts, and (b) ten ( 10) days after the due date for such payment,  such unpaid  amount  shall  accrue  interest  from  such date  at  the rate  of  ten  percent ( 10%) per annum.


9.Assignment and Subletting. Sublessee shall not, either voluntarily or by operation of law, assign this Agreement or further sublet all or any part of the Premises without the prior written consent of Sublessor. Any purported assignment or sublease  without  such consent shall be null and void and constitute a material breach of this Agreement.


10.Attorney Fees. If there is any legal or arbitration action or proceeding between Sublessor and Sublessee to enforce any provision of this Agreement or to protect or establish any right or remedy of either Sublessor or Sublessee hereunder, the unsuccessful party to such action or proceeding will pay to the prevailing party all costs and expenses, including reasonable attorneys'  fees  incurred  by  such  prevailing  party  in  such  action  or  proceeding  and in any appearance in connection therewith, and if such prevailing party recovers a judgment 

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in any such action, proceeding or appeal, such costs and expenses will be determined by the court or arbitration panel handling the proceeding and will be included in and as a part of such judgment.


11.Notices. All notices and demands that may be required or permitted by either party to the other shall be in writing.  All notices, payments and demands hereunder shall be sent by overnight courier or by certified United States Mail, postage prepaid, addressed as provided below, or to any other place that one party may from time to time designate in a notice to the other party, and shall be deemed to have been received on the date when actually delivered to the addressee or delivery has been rejected.


If to Sublessor:            If to Sublessee:


ADK Georgia, LLC            c/o Michael E. Winget, Sr.
  ________________            P.O. Box 1277
  ________________            Forsyth, GA 31029


12.Personal Property. Sublessee may bring his own articles of personal property to the Premises for use and Sublessee shall have the right to remove any such personal property from the Premises provided that Sublessee, at his expense, shall repair any damages to the Premises caused by such removal or by the original installation thereof.


13.Repairs & Improvements.  Sublessor shall not be required to make any repairs or improvements to the Premises. Sublessee shall make no alterations in, or additions to, the Premises without first obtaining, in writing, Sublessor's consent for such alterations or additions. All such alterations or additions shall be at the sole cost and expense of Sublessee and shall become a part of the Premises and shall be the property of Sublessor. Sublessee covenants and agrees that it will take good care of the Premises, its fixtures and appurtenances, and suffer no waste or injury thereto and keep and maintain same in good and clean condition, reasonable wear and tear excepted.  Sublessee shall be liable for and shall indemnify and hold Sublessor harmless in respect of any claims, liabilities, actions, damage, or injury to Sublessor, the Premises,  and property or persons of anyone else, if due to wrongful act or negligence of Sublessee, or Sublessee's agents, employees, licensees or invitees. ·with respect to work, services, repairs, repainting, restoration, the provision of utilities or HVAC services, or the performance of other obligations required of Lessor under the Master Lease, Sublessor shall, at the written request of Sublessee, request the same from Lessor and use  reasonable efforts to obtain the  same from Lessor at Sublessee's expense. Sublessee shall cooperate with Sublessor as may be required to obtain from  Lessor any such work, services, repairs, repainting restoration, the provision of utilities or HVAC services, or the performance of any of Lessor's other obligations under the Master Lease with respect to the Premises.


		
	14.
	Default.




(a)The following shall be deemed to be events of default by Sublessee: (i) Sublessee shall fail to pay when due any installment of Base Rent or any other charge or assessment against Sublessee pursuant to the terms of this Agreement and such failure shall continue for a period of five (5) days after Sublessor's notice to Sublessee thereof; (ii) Sublessee shall fail to comply in every respect with any term, provision, covenant, or warranty made under this Agreement by Sublessee and shall not cure such failure within thirty (30) days after notice 

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thereof to Sublessee; provided that if any such failure is not curable by its nature within such thirty-day period, then Sublessee shall have such additional time as necessary to cure the same; (iii) Sublessee shall fail to comply in any respect with any term, provision, covenant or warranty under the Master Lease; or (iv) Sublessee shall do, or permit to be done anything which creates a lien upon the Premises which lien is not removed by payment or bond within twenty (20) days after Sublessee receives notice thereof.


(b)Upon the occurrence of an aforesaid events of default, Sublessor shall have the option to pursue any one or more of the following remedies without any notice or demand whatsoever: (i) terminate this Agreement, in which event Sublessee shall immediately surrender the Premises to Sublessor, and if Sublessee fails to do so, Sublessor may without prejudice to any other remedy which it may have for possession or arrearage in Base Rent, enter upon and take possession of the Premises and expel or remove Sublessee and any other person  who may be occupying the Premises or any part thereof, by force, if necessary, as permitted by Georgia law without being liable for prosecution or any claim of damages therefor; Sublessee hereby agreeing to pay to Sublessor on demand the amount of all Base Rent and other charges accrued through the date of termination; (ii) enter upon and take possession of the Premises and expel or remove Sublessee and any other person who may be occupying the Premises or any part thereof, by force, if necessary, as permitted by Georgia law, without being liable for prosecution or any claim of damages thereof and, if Sublessor so elects, relet the Premises on such terms  as Sublessor may deem advisable, in its sole discretion, without advertisement, and by private negotiations provided that if Sublessor succeeds in re-1etting the Premises and receives the rent therefor, Sublessee hereby agrees to pay to Sublessor the deficiency, if any, between all Rent reserved hereunder and the total rental applicable to the Term hereof  obtained by  Sublessor through such re-letting, and Sublessee shall be liable for Sublessor's expenses in restoring  the Premises and all costs incident to such re-letting; (iii) enter upon the Premises by  force  if necessary as permitted by Georgia law, without being liable for prosecution or any claim of damages therefor, and do whatever Sublessee is obligated to do under the terms of this Agreement; and Sublessee agrees to reimburse Sublessor on demand for any expenses including, without limitation, reasonable attorney's fees which Sublessor may incur in thus effecting compliance with Sublessee's obligations under this Agreement and Sublessee further agrees that Sublessor shall not be liable for any damages resulting to Sublessee from such action.


(c)Notwithstanding any provision hereof, in the event (i) Sublessee defaults  under this Agreement and/or the Master Lease or (ii) the entering into of this Agreement results in Lessor giving notice of default under the Master Lease, Sublessor shall have the right  to terminate this Agreement immediately.


(d)The remedies provided for herein are cumulative and in addition to any other remedy provided by law or at equity. No action taken by or on behalf of Sublessor shall be construed to be an acceptance of  a surrender of this Agreement. Forbearance by Sublessor to enforce one or more of the remedies herein provided upon an event of default  shall not  be deemed or construed to constitute a waiver of such default.


15.Holding Over.  If Sublessee remains in possession of any portion of the Premises after expiration or termination of the Term with or without Sublessor's  written  consent, Sublessee shall become a Sublessee-at-sufferance, and there shall be no renewal of this Sublease by operation of law. During the period of any such holding over, all provisions of 

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this Sublease shall be and remain in effect except that the monthly rental shall be 150% of the amount of Base Rent payable for the last full calendar month of the Term including renewals or extensions. The inclusion of the preceding sentence in this Sublease shall not be construed as Sublessor's consent for Sublessee to hold over.


16.Surrender  of  Premises.    Upon the expiration or other termination of this Sublease, Sublessee shall quit and surrender to Sublessor the  Premises  broom  clean  in substantially the same condition as at the commencement of the Sublease, reasonable wear and tear only excepted. Sublessee's obligation to observe or perform this covenant shall survive the expiration or other termination of this Sublease.


17.Successors and Assigns. This Sublease shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and assigns.


18.Entire Sublease. This Sublease sets forth all the Subleases between Sublessor and Sublessee concerning the Premises, and there are no other Subleases either oral or written other than as set forth in this Sublease.


19.Governing Law.    This Sublease shall be governed by and construed in accordance with the laws of the State of Georgia.


20.Other Provisions of Master Lease. This Sublease is subject and subordinate to the Master Lease. As and to the extent hereinafter provided, all applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessee were the lessee under the Master Lease. Unless expressly provided for in this  Sublease to the contrary, Sublessee assumes and agrees to perform the Sublessor's obligations under the Master Lease during the term of this Sublease, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee by  virtue of its payments and reimbursements to Sublessor pursuant to this Sublease. Sublessee shall not cause or suffer any act of negligence that will violate any of the provisions of the Master Lease. If the Master Lease terminates for any reason, this Sublease shall terminate and the parties shall be relieved from all liabilities and obligations under this Sublease; provided, however, that if this Sublease is terminated by Lessor due to a default of Sublessor or Sublessee under the Master Lease or under this Sublease, the defaulting party shall be liable to the non-defaulting party for all damage suffered by the non-defaulting party as a result of the termination. Sublessee shall provide copies of all reports required under the Master Lease to Sublessor and to Lessor. In addition, if the entering into of this Sublease results in Lessor giving notice of default under the Master Lease, Sublessor shall have the right to terminate this Sublease immediately.


21.Governing Law and Venue.    This Sublease is made pursuant to, and shall be construed and enforced in accordance with, the laws in force in the State of Georgia, and any dispute arising hereunder shall be brought in the courts of Thomas County, Georgia.


22.Entire Agreement. The parties hereby understand and agree that this Sublease contains the entire agreement between the parties and cannot be changed or modified except by a written instrument subsequently executed by the parties hereto.





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{Signatures on Following Page)









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06/20/2014    09:09 AdCareHealthcaresystems,IHC    (FAX)7405493442    P.004/00S












IN  WITNESS  WHEREOF,  the parties  hereto have caused this Sublease to be duly executed and delivered as of the day and year first written above.




SUBLESSEE:                    SUBLESSOR:


C.R. OF THOMASVILLE LLC,            ADK GEORGIA, LLC,
a Georgia limited liability company            a Georgia limited liability company
	
		
	 
	 

	By:
	/s/ Michael E. Winget Sr

	Name:
	Michael E. Winget Sr

	Its:
	Manager



        	
		
	 
	 

	By:
	/s/ David A. Tenwick

	Name:
	David A. Tenwick

	Its:
	CEO, President, Chairman







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