Attached files
EXHIBIT
10.8
OFFICE
LEASE
AND
ASSOCIATED RENEWALS
OF
PHYSICIANS
HEALTHCARE MANAGEMENT GROUP, INC.
1
Physicians
Healthcare Management Group, Inc.
700
S. Royal Poinciana Boulevard -- Suite 506
Miami,
Florida 33166
February
1, 2007
Ms.
Martha Casanueva
Airport
Financial Centeer, Inc.
328
Crandon Boulevard, Suite 221C
Key
Biscayne, FL 33149
Re: Renewal
of Office Lease, Suite 506, 700 S. Royal Poinciana Boulevard
Dear Ms.
Casanueva:
In
accordance with RENEWAL OPTION in the RIDER TO LEASE AGREEMENT, please accept
this letter as Physicians Healthcare Management Group, Inc.’s confirmation to
renew our lease for another term of 12 months beginning April 1, 2007 with an
increase in rent of 4% from $2,634.66 to $2,740.05 plus sales tax.
Thank you
for your consideration
/s/
Robert Trinka
Robert L.
Trinka
Chairman
& CEO
2
Physicians
Healthcare Management Group, Inc.
700
S. Royal Poinciana Boulevard -- Suite 506
Miami,
Florida 33166
January
18, 2008
Ms.
Martha Casanueva
Airport
Financial Center, Inc.
328
Crandon Boulevard
Suite
221C
Key
Biscayne, FL 33149
Dear Ms.
Casanueva,
Please
accept this letter as Physicians Healthcare Management Group, Inc.’s
confirmation to extend and renew our lease for a period of (1) year beginning
April 1st,
2008. We understand the base rent of $2,740.06 will increase by 4% to
$2,849.66 plus sales tax.
Sincerely,
/s/ Fidel
Rodriguez
Fidel
Rodriguez
Chief
Operations Officer
700 S.
Royal Poinciana Boulevard
Suite
506
Miami, FL
33166
3
OFFICE
BUILDING LEASE FACE PAGE
| LEASE DATE: | As of the day of |
| LANDLORD: | AIRPORT FINANCIAL CENTER, INC. |
| LANDLORD ADDRESS: | 320 CRANDON BLVD., SUITE 221C KEY BISCAYNE, FL 33149 |
| TENANT: | Physicians Healthcare Management Group, Inc., an Illinois corporation. |
| TENANT'S ADDRESS: | 700 S. Royal Poinciana Boulevard, Suite 506 Miami Springs, Florida 33166 |
| BUILDING: | 700 S. Royal Poinciana Boulevard Miami Springs, Florida 33166 |
| LEASED PREMISES: | Suite No. 506 |
| NET RENTABLE AREA: | 1,600 sq. ft. |
|
TENANT'S
PROPORTIONATE
SHARE
OF TOTAL BUILDING:
|
1.51% |
| TENANT'S USE: | Executive offices |
| PARKING: | Two (2) assigned covered and two (2) unassigned covered |
| NAME
TO BE USED BY
TENANT:
|
Physicians Healthcare Management Group, Inc. |
| LEASE TERM: | One (1) Year |
| COMMENCEMENT DATE: | April 1, 2005 • |
| MINIMUM ANNUAL
RENT
FIRST YEAR:
|
Thirty
thousand four hundred and 00/100 (US$30,400.00) plus Sales Tax, if
any
|
|
MONTHLY
RENT
FIRST
YEAR:
|
Two thousand five hundred thirty three and 33/100 (US$2,533.33) plus Sales Tax, if any SECURITY DEPOSIT |
|
AND
PREPAID RENT:
|
US$2,710.67 for First month's rent US$2,533.33 for Security deposit Total US$5,244.00 |
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|
ANNUAL
MINIMUM
RENT
ADJUSTMENTS:
|
Starting with the second year, if any, minimum annual rent will be increased by 4% per year. |
| BASE YEAR: | 2005 |
| TELEPHONE ROOM: | Physicians Healthcare Management Group, Inc. (PHMG) will have access to the telephone room belonging to the Realtors Association of Miami and the Beaches located on the fourth floor. PHMG will be allowed to keep their telephone equipment, and nothing more, in this room as long as they are tenants of the building. |
THIS
LEASE IS A LEGALLY BINDING DOCUMENT, PLEASE READ IT THOROUGHLY BEFORE YOU SIGN;
THE ITEMS CONTAINED ON THIS FACE PAGE RELATE TO VARIOUS CONTENTS OF THIS LEASE.
THERE ARE NO AGREEMENTS BETWEEN THE PARTIES UNLESS CONTAINED IN WRITING IN THIS
LEASE.
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OFFICE
BUILDING LEASE AGREEMENT
THIS
LEASE AGREEMENT ("Lease") is executed as of the 24 day of March
2005 between. the Landlord ("Landlord" or "Lessor") and Tenant ("Tenant" or
"Lessee") as described on the Face Page of this Lease.
1. LEASED
PREMISES. Subject to the terms and conditions hereinafter set forth, and in
consideration of the duties, covenants and obligations contained in this Lease,
Landlord does hereby lease, demise and rent to Tenant and Tenant does hereby
lease, demise and take from Landlord the Premises outlined on the sketch
attached hereto as Exhibit "A" and incorporated herein by reference (hereinafter
referred to as "Leased Premises" or "Premises"), which Premises consist of
certain Net Rentable Area as indicated on the Face Page of this Lease, situated
in the Building indicated on the Face Page (hereinafter referred to as the
"Building"). The Net Rentable Area of the Leased Premises has been conclusively
determined by the parties as the Net Rentable Area set forth on the Face Page
hereof, inclusive of a common area factor of fifteen (15%) percent.
2. TERM;
POSSESSION; COMMENCEMENT DATE; USE. Landlord hereby leases and Tenant hereby
rents the Premises for the period from the Commencement Date, as set forth on
the Face Page of this Lease, unless sooner terminated in accordance with the
terms of this Lease. The Commencement Date of this Lease shall be the earlier
of: (i) the date upon which Landlord notifies Tenant that Landlord has
substantially completed the Landlord's Work, if any, as forth in an Exhibit
attached hereto (if no exhibit is attached then no Landlord Work is required),
and that Tenant's keys are available for pick up at Landlord's address; or (ii)
the date Tenant actually takes possession of the Premises; or (iii) the
Commencement Date set forth on the Face Page. If the actual Commencement Date is
a date other than as set forth on the Face Page, within fifteen (15) days
following the Commencement Date of this Lease, the parties shall execute a
supplement to this Lease prepared by Landlord, which shall confirm the definite
date of the beginning and the end of the term of this Lease.
3. RENT
The Minimum Annual Rent set forth on the Face Page of this Lease shall be
payable by Tenant plus all applicable sales, use or similar tax, in equal
monthly installments ("Monthly Rent") as set forth on the Face Page of this
Lease, due in advance on the first day of each calendar month and payable to
Landlord at Landlord's address. During the term of this Lease, Tenant agrees to
pay Landlord rent as and when required hereunder, without deductions or setoffs
and without prior demand therefore. Without limiting the rights of Landlord, any
rent or other payment not made within five (5) days of the date said payment is
due shall require payment of a ten percent (10%) late charge computed on the
amount due.
The
Minimum Annual Rent shall be adjusted annually for each Lease Year (as hereafter
defined) during the term hereof beginning with the first day of the second Lease
Year, to reflect any changes in the Index now known as "United States Bureau of
Labor Statistics, Revised Consumer Price Index for All Urban Consumer (U.S. City
Average 1982-1984 = 100)" (hereafter referred to as the "Index"), provided
however, that the amount payable by Lessee under this Lease as Minimum Annual
Rent for any lease Year shall not be less than the previous Lease Year's Minimum
Annual Rent. Such adjustment shall be accomplished by multiplying the Minimum
Annual Rent applicable to the Lease Year immediately preceding the new Lease
Year by a fraction, the numerator of which shall be the Index
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for the
month prior to the Lease Year for which such annual adjustment is to be made,
and the denominator of which fraction shall be the Index for the same calendar
month immediately preceding the Commencement Date of this Lease. The adjusted
Monthly Rent shall be determined by dividing the adjusted Minimum Annual Rent by
twelve (12). If the Index shall be discontinued, Landlord shall designate a
reasonably comparable successor Index or other formula for adjustment of Minimum
Annual Rent.
Landlord
shall notify Tenant of the adjusted Minimum Annual Rent and Monthly Rent as soon
after the commencement of the new Lease Year as possible Tenant agrees to pay
the adjusted Minimum Annual Rent in monthly installments during every month of
the Lease Year for which the adjustment is applicable. In the event the rent
adjustment cannot be determined by Landlord prior to the commencement of any new
Lease Year, Tenant shall continue to pay the previous Lease Year's Minimum
Annual Rent until Landlord can determine the adjustment, if any. Tenant shall
pay the amount of the unpaid rent adjustment for such unadjusted monthly periods
within five (5) days after written notice from Landlord.
The first
"Lease Yea” shall mean the period beginning on the first day of the month of the
Commencement Date and expiring on the last day of the twelfth full calendar
month thereafter. Any subsequent "Lease Year" shall mean a period of twelve (12)
calendar months commencing on the first day of the month following the
expiration of the first "Lease Year" or the applicable anniversary
thereof.
4. COMMON
AREAS. All areas, space, equipment, and special services provided by the
Landlord for the common use of and benefit of the occupants of the Building,
their employees, agents, customers and invitees, including without limiting the
foregoing, exterior Building surfaces, support structure and roof of the
Building, parking areas, driveways, truckways, delivery passages, loading docks,
sidewalks, ramps, open and enclosed courts, landscaped and planted areas,
Building signs, exterior stairways, retaining walls, restrooms not located
within the Premises of any tenant and other areas of improvements provided by
Landlord for the common use of Landlord and tenants and their respective
employees and invitees, shall be deemed "Common Areas", and shall be subject to
•the exclusive control and management of Landlord. Landlord shall have the right
to construct, maintain and operate lighting and other facilities on all of said
areas and improvements; to police the same (at Landlord's sole discretion); to
change the area, level, location and arrangement of parking areas and other
facilities; to restrict parking by Tenant, its officers, agents, and employees,
to close all or any portion of said areas or facilities to such extent as may be
legally sufficient to prevent a dedication thereof or the accrual of any right
to any person or the public therein; to close temporarily all or any portion of
the parking areas or facilities to discourage non-customer or non-Tenant
parking. Landlord shall operate and maintain the Common Areas in such a manner
as Landlord in its discretion shall determine, and Landlord shall have full
right and authority to employ and discharge all personnel with respect thereto.
Tenant agrees to comply with all rules and regulations which may from time to
time be promulgated by Landlord with respect to the operation and use of the
Common Areas and the use and occupancy of the Premises. Landlord shall not be
liable in damages or otherwise for any failure or interruption of any Common
Area services being furnished the Building unless due to the gross negligence of
Landlord, and no such failure or interruption shall entitle Tenant to terminate
this Lease.
7
Notwithstanding
anything herein to the contrary, Landlord shall not be obligated to provide any
type of security in or about the Leased Premises or the Building for Tenant, its
customers, guests, contractors, concessionaires, agents, lessees or invitees,
nor guarantee the safety or security of Tenant, its customers, guests,
contractors, concessionaires, agents, lessees or invitees, and should Landlord
be made a party to any litigation commenced as a result of Landlord's alleged
failure to provide security for Tenant, its customer, guests, contractors,
concessionaires, agents, lessees or invitees, then Tenant shall protect and hold
Landlord harmless and shall pay all costs, expenses and attorney's fees incurred
or paid by Landlord in connection with such litigation.
5. ADDITIONAL
RENT;
(a) In
addition to Minimum Annual Rent, commencing in
2O06 Tenant
shall pay
to Landlord as additional sums due under this Lease ("Additional Rent")
"Tenant's proportionate share" of "Taxes" and "Operating Expenses" (over and
above the amount of Taxes and Operating Expenses incurred in the Base Year)• As
used in this Lease the following terms have the following meanings;
(i) "Tenant's
proportionate share" means the percentage which the Net Rentable Area leased by
the Tenant in the Building bears to the total Net Rentable area contained in the
Building, and is conclusively acknowledged by the parties to be equal to the
figure set forth on the Face Page of this Lease;
(ii) "Taxes"
means all impositions, taxes, assessments (special or otherwise), water and
sewer charges and rents, (but not those included in Operating Expenses), impact
fees and other governmental liens or charges of any and every kind, nature and
sort whatsoever, ordinary and extraordinary, general and special, foreseen and
unforeseen, and substitutes therefore, including all taxes whatsoever, and each
and every installment thereof, including any interest or charges on amounts
which may be or are paid in installments, and all costs incurred by Landlord in
contesting or negotiating such amounts with any governmental or regulatory
authority, attributable in any manner to the Building, the Common Areas, or the
rents (however the term may be defined) receivable from all or any part of the
Building or any use of same, or any facility or personal property located
therein or thereon, or any charge or other payment required to be paid to any
governmental authority, whether or not any of the foregoing shall be designated
"real estate tax", "sales tax", "rental tax", "excise tax", "business tax",
intangible personal property tax or designated in any other manner; nothing in
this paragraph shall be construed to include as a tax which shall be the basis
of "Taxes" any inheritance, estate, succession, transfer or gift taxes imposed
upon Landlord or any income taxes specifically payable by Landlord as a separate
taxpaying entity without regard to Landlord's income source (irrespective of
whether differing tax rates are applicable to different types of income) as
arising from or out of the Building or Common Areas or both of them, or any tax
payable by Tenant pursuant to any other provisions of this Lease, or any tax
assessed to and payable directly by any other tenant or occupant of other Net
Rentable area in the Building; [provided, however, that the calculation of the
amount of payments under this subsection shall not be diminished by the
nonassessment of any Tax assessment in a year subsequent to the Base Year which
was assessed and included in the
8
Base
Year, but such assessment, as to any year in which it is not assessed and
included, shall also not be included in Base year computations; also provided,
however, that if at any time after the date of this Lease the methods of
taxation shall be altered so that in lieu of or as a substitute for the whole or
any part of the taxes now levied, assessed or imposed on leasehold, fee or the
interests in real estate as such, there shall be levied, assessed or imposed (a)
a tax on the rents received from such real estate, or (b) a license fee measured
by the rents receivable by Landlord from all or any part of the Building, or (c)
a tax or license fee imposed upon Landlord which is otherwise measured by or
based in whole or part upon all or any part of the Building, or (d) an income or
franchise tax, then such tax or fee shall be included in the computation of
'Taxes° under this Lease, computed as if the amount of such tax or fee so
payable were that due if the Building were the only property of Landlord subject
to this tax or fee, [an equitable adjustment shall be made in Base Year
computations]
(iii) Notwithstanding
anything to the contrary contained in the Lease, Tenant's payment of Additional
Rent shall not be adversely affected by (a) the incurring of attorneys' fees for
seeking or obtaining a reduction in Taxes for the Base Year, or (b) Landlord's
payment of Taxes with inconsistent discounts or adjustments from year to
year.
(iv) "Operating
Expenses" means all expenses, costs and disbursements, of every kind and nature,
which Landlord shall pay or become obligated to pay because of or in connection
with the ownership, maintenance and/or operation of the Building, the Common
Areas, and the personal property of the Landlord used in the operation of the
Building and Common Areas, as determined in accordance with generally accepted
accounting principles, which are properly chargeable to the operation of the
Building and Common Areas, which will not include the cost of individual tenant
improvements; by way of explanation and clarification, but not by way of
limitation, these Operating Expenses will include the
following;
(A) wages
and salaries of all employees engaged in the operation, maintenance, and
security of the Building and Common Areas, employer's social security taxes,
unemployment taxes, insurance and any other taxes which may be levied on such
wages and salaries, the cost of disability and hospitalization insurance which
is reasonable and customary in the industry for similar projects, pension or
retirement benefits, and any other fringe benefits for such employees; if an
employee is engaged in work in addition to that work which is described in this
Subsection (A), then such employee's salary and wages will be approximately and
equitably apportioned between the work related to the Building and Common Areas
and the other work;
(B) all
supplies and materials used in operation and maintenance of the Building and
Common Areas;
(C) cost,
as billed or charged by the vendor thereof, of all utilities, including water,
sewer, electricity, gas and fuel oil (but not those included in Taxes) used by
the Building and Common Areas, and not separately charged to a tenant or
otherwise reimbursed to Landlord (less any sums allocable to tenants for
overtime or other use of utilities such as heating and air
conditioning);
9
(D) cost
of Building and Common Areas management, janitorial services, security,
accounting and legal services, trash and garbage removal, servicing, repairs and
maintenance of the Building, Common Areas and all systems and equipment
including, but not limited to root structure, asphalt and striping, elevators,
plumbing, heating, air conditioning, ventilating, lighting, electrical, security
and fire alarms or systems, fire pumps, fire extinguishers and hose cabinets,
mail chutes, painting, window cleaning, landscaping, gardening and building
guard service, but not guards for the benefit of any individual tenant; further,
no other, tenant shall be exempt from the payment of all or any costs of guard
services for all or any part of the Building and Common Areas and if any tenant
is so exempt then Tenant's Additional Rent shall be adjusted so that it pays no
more than it would have if such other tenant(s) paid all of their share of such
costs;
(E) cost
of casualty, liability, windstorm, flood, business income and other insurance
related to the Building, Common Areas and their operation and
maintenance;
(F) all
taxes and assessments and governmental charges and fees (including, without
limitation, any occupancy, gross receipts or rental taxes paid by Landlord, but
not income or any other tax imposes or measured by Landlord's income or profits
unless such tax is in lieu of real estate taxes or sales taxes) other than those
described in Subsection 5(a)(ii) above;
(G) amortization,
with interest at then-prevailing rates, of all capital expenditures made by
Landlord with respect to the Building or Common Areas, based upon their
estimated useful life as determined by Landlord
(b) Landlord
will maintain accounting books and records reflecting the Taxes and Operating
Expenses on the accrual basis of accounting and in accordance with generally
accepted accounting principles, consistently applied. Landlord shall furnish to
Tenant, upon Tenant's request for them, copies of all assessments, notices and
bills related to any Taxes for which Tenant may have an obligation to pay its
proportionate share.
(c) Landlord
shall have the right to notify Tenant within sixty (60) days after the end of
each calendar year during the Lease Term, or as soon thereafter as, the
necessary information can be secured, of the amount which Landlord estimates (as
evidenced by budgets prepared by or on behalf of Landlord) will be the amount of
Tenant's proportionate share of increases in Taxes and Operating Expenses for
the then-current calendar year; if Landlord so notifies Tenant, then Tenant
shall pay such sum in advance to Landlord in equal monthly installments, during
the balance of said calendar year, on the first day of each remaining month in
said calendar year commencing on the first day of the first month following
Tenant's receipt of such notification. Within one hundred twenty (120) days
following the end of each calendar during the term of this Lease, Landlord shall
submit to Tenant a statement showing the actual amount which should have been
paid by Tenant with respect to Taxes and Operating Expenses for the past
calendar year, the amount of those expenses actually paid during that year by
Tenant and the amount of the resulting balance due on those expenses, or
overpayment of them, as the case may be. Within fifteen (15) days after receipt
by Tenant of said statement, tenant or Tenant's authorized representative shall
have the right in person to inspect that portion of Landlord's
10
books and
records, at Landlord's office, during normal business hours, after four () days
prior written notice, showing the Taxes and Operating Expenses for the Building
for the calendar year covered by said statement. Said statement shall become
final and conclusive between the parties, their successors and assigns as to the
matters set forth in it unless Landlord receives written objections with respect
to the statement within said fifteen (15) day period. Any balance shown to be
due pursuant to said statement shall be paid by Tenant to Landlord within ten
(10) days following Tenant's receipt of the statement and any overpayment shall
be immediately credited against Tenant's obligation to pay expected Additional
Rent in connection with anticipated Taxes and Operating Expenses or, if by
reason of any termination of the Lease no such future obligation exits, shall be
refunded to Tenant Anything in this Lease to the contrary notwithstanding,
Tenant shall not delay or withhold payment of any balance of Additional Rent
owned pursuant to a statement rendered by Landlord to Tenant, pursuant to the
terms of this Lease, because of any objection which Tenant may raise with
respect to the statement and Landlord shall immediately credit any overpayment
found to be owing to Tenant against Tenant's proportionate share of Taxes and
Operating Expenses for the then current calendar year (and future calendar
years, if necessary) upon the resolution of said objection or, if at the time of
the resolution of said objection no Additional Rent shall be due for six (6)
months or the Lease Term has expired, shall immediately refund to Tenant any
overpayment found to be owing to Tenant.
(d) In
determining the amount of Operating Expenses, for the purposes of this section,
for [Base Year and each calendar year during the Lease Term if less than
ninety-five percent (95%) of the rentable area in the Building shall have been
occupied by tenants and fully used by them, at any time during such year,
Operating Expenses for such year shall be determined to be an amount equal to
the operating expenses which would normally be expected to be incurred had such
occupancy been ninety-five percent (95%) and had such full utilization been made
during the entire period.
(e) Additional
Rent due by reason of the provisions of Subsection (a) for the final months of
this Lease is due and payable even though it may not be calculated until
subsequent to the termination date of the Lease; the Operating Expenses and
Taxes for the calendar year during which this Lease terminates shall be prorated
according to that portion of said calendar year that this Lease shall have
actually been in effect.
(f) Failure
of Landlord to furnish in a timely manner a statement of actual Operating
Expenses or to give notice of an adjustment to Minimum Annual Rent under this
Paragraph 5 shall not prejudice or act as a waiver of Landlord's right to
furnish such statement or to give such notice at a subsequent time or to collect
any adjustment to the Additional Rent for any preceding period.
(g) Notwithstanding
anything in this Lease to the contrary, Tenant shall have no obligation to pay
the Additional Rent for Taxes or Operating Expenses for the first Lease
Year.
(h) The
additional rent shall be adjusted annually for each Lease Year during the term
hereof, beginning with the first day of the second Lease Year, to reflect any
changes in the Index now Known as "United States Bureau of Labor Statistics,
Revised Consumer Price Index for all Urban Consumers (U.S. City average 1982 -
1984 100)" (Thereafter referred to as the "Index", provided, however, that the
amount payable by Lessee under this Lease as additional rent for any Lease Year
shall not be less than the previous Lease Years' additional rent.
11
Such
adjustment shall be accomplished by multiplying the additional tent applicable
to the Lease Year immediately preceding the new Lease Year by a fraction, the
numerator of which shall be the index for the month prior to the Lease Year for
which such annual adjustment: is to be made, and denominator which fraction
shall be the index for the same calendar month immediately preceding the
anniversary of the Lease. The adjusted additional rent shall be determined by
dividing the additional rent by twelve (12).
(i) CONDITION
OF THE PREMISES. The Premises are accepted by Tenant in AS IS condition, except
to the extent provided in an Addendum or an Exhibit attached to this Lease, if
any, which provides for completion of Landlord Work or Tenant Work, if
applicable. Tenant agrees that it will not make alterations, improvements or
additions to the Premises during the term of this Lease without first obtaining
the written consent of Landlord. Tenant will not cut or thin into, or secure any
fixture, apparatus or equipment of any kind to any part of the Leased Premises
without the prior written consent of Landlord. Tenant shall not exhibit,
inscribe, paint or affix any sign, advertisement, notice or other lettering on
any part of the outside of the Leased Premises or of the Building, or inside the
Leased Premises if visible from the outside without first obtaining Landlord's
prior, written approval thereof, and Tenant further agrees to maintain each and
every such sign or lettering in good condition, working order, and repair at all
times. Tenant shall, with respect to all signs, lettering and the like, submit
in writing to Landlord for its approval the name of the person, firms, or entity
proposed by Tenant to contract with Tenant for the manufacture and installation
of the same. Tenant agrees that it will have such a sign prepared and installed
at Tenant's expense in the location and having such dimensions and coloring as
Landlord specified.
Tenant
shall supply Landlord with three (3) complete sets of plans for all such
alterations, improvements or additions. Unless otherwise agreed to in writing by
Landlord, the cost of any and all alterations, improvements and additions made
to the Premises shall be the sole responsibility of the Tenant. Landlord shall
not be required to perform any maintenance or make any repairs or improvements
of any kind upon the Leased Premises.
Tenant
hereby agrees to maintain, at its expense, the Leased Premises in the same
condition, order and repair as they are on the Commencement Date of this Lease,
and if improvements are made pursuant hereto, then in the same condition, order
and repair as they are upon completion of said improvements, excepting
reasonable wear and tear by Tenant Tenant's obligation to maintain and make
necessary repairs to the Premises shall include, but not be limited to, the
interior of the Leased Premises and the fixtures and equipment therein and
appurtenances thereto, including the exterior and interior windows, including
storefront windows, doors and entrances, signs, floor coverings, interior wall
columns and partitions, lighting, hearing, plumbing, sewage facilities and air
conditioning and heating equipment. All parts of the interior of the Leased
Premises shall be periodically painted or otherwise decorated by Tenant so that
same shall continually be maintained in a "first class" condition. All fixtures
installed by Tenant shall be new or completely reconditioned. The maintenance of
the whole of the Lease Premises, including without limitation the operation and
maintenance of all electrical equipment, heating, ventilating and air
conditioning systems and all other services and utilities service to the Leased
Premises, shall be the sole responsibility of the Tenant at the Tenants sole
expense.
Landlord
will maintain the structural components of the Building (which only include the
foundation, structural weight bearing exterior walls and party wails, roof,
water, sewer and electric lines from the exterior of the Building to the public
right of ways and easements).
12
To the
event Landlord is required to make exterior or structural repairs by reason of
Tenant's negligent acts or omissions, the Landlord shall have the right, but not
the obligation, to make such repairs on behalf of and for the account of Tenant.
In such event, such work shall be paid for by Tenant as Additional Rent promptly
upon receipt of a bill therefore.
7. USE
AND OPERATION OF BUSINESS. Tenant shall use and occupy the Leased Premises
solely and exclusively for the conduct of Tenant's Business (as defined on the
Face Page of this Lease) and solely and exclusively under the Name (as defined
on the Face Page of this Lease) and for no other purposes. Tenant acknowledges
that Landlord has leased or may, in Landlord's sole discretion, lease on various
terms and conditions other space(s) in the Building to such businesses as
Landlord may elect, some of which businesses may or will be in similar or
directly competitive businesses as Tenant, and that Landlord has made no written
or oral promises or representations to Tenant of any nature whatsoever, directly
or indirectly, with respect to any such matters except as may be specifically
and expressly set forth in this Lease.
Tenant
shall: (i) Keep the Leased Premises and interior portions of windows, doors and
all other glass in a clean and safe condition; (ii) Not place any excessive
loads upon the floors of the Premises without advance written consent of
Landlord; (iii) Conduct its business in the Leased Premises during normal
business hours in accordance with all applicable governmental laws, ordinances,
rules and regulations; (iv) Hold Landlord harmless from penalties, fines, costs,
expenses or damages resulting from Tenant's failure to do so; (v) Immediately
give to Landlord notice of any accident, fire or damage occurring on or to the
Leased Premises; (vi) Install such fire extinguishers and other safety equipment
as law may require; (vii) Comply with all requirements imposed from time to time
by Landlord and Tenant's insurance companies including but not limited to not
storing, keeping or otherwise placing flammable materials, liquids or property
at or around the Building; and (viii) Immediately dispose of any food or food
derivative or other materials or products which may decompose or create a
nuisance or obnoxious odors, at Tenants sole expense and shall not allow same to
remain at or around the Building.
Tenant
covenants and agrees that it will not cause any contamination of the Building
and that it will conduct all of its operations in strict accordance with all
applicable laws rules and regulations and particularly those regarding hazardous
and toxic substances. Tenant agrees to indemnify and save harmless the Landlord
against all expenses, damages and liabilities, including court costs and
reasonable attorneys' fees, which Landlord may incur as a result of the
violation by Tenant of this Paragraph.
B.
UTILITIES. Tenant agrees that it will pay all charges for natural gas,
electricity, other illumination, oil, water and sewer service charges and other
utilities used on the Leased Premises in excess of the usual and customary usage
for similar businesses of similar size in similar locations.
9. INSURANCE
INDEMNITY. Tenant shall carry, during the term hereof, general public liability
insurance with a carrier and with policy limits reasonably satisfactory to
Landlord, but which initially shall not be less than One Million Dollars
($1,000,000.00) in respect of bodily injury and death and Five Hundred Thousand
Dollars ($500,000.00) for property damage.
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Tenant
shall at all times during the term hereof also maintain, at its own expense,
fire, windstorm and such other peril insurance with extended coverage in said
companies acceptable to Landlord, with respect to Tenant's interior improvements
and installations. Said policies shall name the Landlord as additional insured,
as its interests may appear, and shall provide that same shall not be cancelled
except after thirty (30) days prior written notice to Landlord. Tenant shall
provide Landlord with proof of such insurance coverage prior to the Commencement
Date of this Lease and Immediately upon the renewal or change in any policy
provided hereunder. Tenant shall also obtain plate glass insurance for the
Premises. Any insurance for Tenant improvements and the contents of the Leased
Premises shall be the responsibility of Tenant.
In the
event the use to which the Premises occupied by Tenant is put results in an
increase in the insurance rates then Tenant shall pay to the Landlord, as
premiums are paid by Landlord, amounts equal to the increase caused by Tenant's
use with respect to any policy (or policies) of insurance which may be purchased
by Landlord.
Tenant
agrees that Tenant will at all times indemnify and hold Landlord harmless from
any and all claims, actions, losses, damages, liabilities and expenses,
including attorneys' fees and court costs incurred by Landlord, which may arise
or be claimed against Landlord and be in favor of any person, firm or
corporation for any injuries or damages to the person or property of any person,
firm or corporation consequent upon or arising from the use or occupancy of the
Leased Premises by Tenant (including all activities relating to any improvements
made by Tenant) or consequent upon or arising from any acts, omissions, neglect
or fault of Tenant, his agents, servants, employees, licensees, customers or
invitees, or consequent upon or arising from Tenant's failure to comply with any
laws, statutes, ordinances or regulations.
Landlord
shall not be liable for injury or damage which may be sustained to the person,
goods, wares, merchandise or property of Tenant, its employees, invitees or
customers or any other person in or about the Leased Premises caused or
resulting from fire, steam, electricity, gas, water or rain, which may leak or
flow from or into any part of the Leased Premises or from the breakage, leakage,
obstruction or other defects of the pipes, sprinklers, wires, appliances,
plumbing, air conditioning or lighting fixtures, whether the damage or injury
results from conditions arising upon the Leased Premises or upon other portions
of the Building of which the Leased Premises are a part. Landlord shall not be
liable to Tenant or any third party for any damages arising from any act or
neglect of any other tenant of the Building.
10. SUBROGATION.
As long as their respective insurers so permit, Landlord and Tenant hereby
mutually waive their respective rights of recovery against each other to the
extent any loss is fully insured against under fire, extended coverage and other
property insurance policies existing for the benefit of the respective parties.
Each party shall obtain any special endorsements, if required by their insurer,
to evidence compliance with the aforementioned waiver.
11. RELATIONSHIP
OF PARTIES. Landlord shall in no event be construed or deemed to be a partner or
engaged in a joint venture with, or an associate of, Tenant in the conduct of
its business and Landlord shall not be liable for any debts or other liabilities
of any kind incurred by Tenant in the conduct of its business or otherwise. The
relationship of the parties during the term of this Lease shall at all times be
solely that of Landlord and Tenant.
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12. SERVICES.
Except as otherwise provided herein, Landlord will furnish the following
services to Tenant:
(a) Elevator
Service for the Building, if applicable, electrical current for lighting,
incidentals, and normal office use, and water at those points of supply provided
for general use of its tenants at all times and on all days throughout the
year.
(b) Heat
and air conditioning on Monday through Friday from 8:30 A.M. to 6:00 P.M., and
8:30 A.M. to 12:00 P.M. Saturday (additional hours will be billed at
$25.00/hr.), except on Christmas Day, Memorial Day, Labor Day, Thanksgiving Day,
Fourth of July and New Year's Day. No electric current shall be used except that
furnished or approved by Landlord, nor shall electric cable or wire be brought
into the Leased Premises, except upon the written consent and approval of the
Landlord. Tenant shall use only office machines and equipment that operate on
the Building's standard electric circuits, but which in no event shall overload
the Building's standard electric circuits from which the Tenant obtains electric
current. Any consumption of electric current in excess of that considered by
Landlord to be usual, normal and customary for all tenants, or which requires
special circuits or equipment (the installation of which shall be at Tenant's
expense after approval in writing by the Landlord), shall be paid for by the
Tenant as additional rent paid to the Landlord in an amount to be determined by
Landlord, based upon Landlord's estimated cost of such excess electric current
consumption or based upon the actual cost thereof if such excess electric
current consumption is separately metered. Overtime air-conditioning and heating
use by Tenant shall be invoiced as additional rent to Tenant at the rate of
$25.00 per hour (without prorating for fractions of an hour). Such hourly rate
shall be applicable during the First Lease Year. For each Lease Year thereafter,
on the anniversary date of the Commencement Date, the overtime charge shall be
increased (but not reduced) by the percentage amount (if increase in utility
rates charged by Florida Power & Light Company as compared to the rates
which were in effect as of the Commencement Date. It is acknowledged that
overtime air conditioning and heating services will he supplied by Landlord
solely as a courtesy and convenience to Tenant, and Landlord shall bear no
responsibility or liability of any nature whatsoever under any circumstances for
any failure to supply such overtime services for any reason whatsoever,
including any act or omission of Landlord, its employees or agents.
13. DEFAULT:
LANDLORD'S REMEDIES. All rights and remedies of the Landlord herein shall be
cumulative, and none shall exclude another or any other right or remedy provided
by law:
(a) If
Tenant shall become bankrupt or insolvent or unable to pay its debts as such
become due, or file any debtor proceedings or if Tenant shall take or have taken
against it in any court pursuant to any statute either of the United States or
of any state, a petition in bankruptcy or insolvency or for reorganization or
for the appointment of a receiver or trustee of all or a portion of Tenant's
property, or if Tenant makes an assignment for the benefit of creditors, or
petitions for or enters into an arrangement for the benefit of creditors, then
Tenant shall be in default hereunder and this Lease shall, at the option of
Landlord, terminate and Landlord, in addition to any other rights or remedies it
may have, shall, to the extent permitted by law, have the immediate right of
reentry and may remove all persons and
15
property
from the Leased Premises and such property may be removed and stored in a public
warehouse or elsewhere at the cost of and for the account of Tenant, all without
service of notice or resort to legal process and without being deemed guilty of
trespass, or becoming liable for any loss or damage which may be occasioned
thereby.
(b) If
the Tenant defaults in the payment of rent more than for a period of 10 days, or
if Tenant defaults for a period of more than 30 days for a non monetary default,
or such longer time as may be required if cure cannot be effected in 30 days but
Tenant has commenced a cure or is diligently pursuing the cure or in the prompt
and full performance of any provision of this Lease, or if the leasehold
interest or the Tenant's business or fixtures are levied upon under execution or
attached by process of law, or the Tenant abandons the Premises, or if Tenant at
any time fails to open for business for a period of more than ten (10)
consecutive business days, then and in any of such events, the Landlord may, if
the Landlord so elects, forthwith terminate this Lease and the Tenant's right to
possession of the Leased Premises or terminate only Tenant's right to possession
hereunder,
(c) If
Tenant defaults in any of its obligations described in (b) above, and hereunder,
Landlord shall have the right, at its option, to declare the present value of
all rents for the entire remaining term immediately due and payable, but without
regard to whether or not possession shall have been surrendered or taken by
Landlord, who may recover judgment therefore.
(d) Upon
any default under this Lease or a termination of this Lease, whether by lapse of
time or otherwise, the Tenant shall surrender possession and vacate the Premises
immediately, and deliver possession thereof to the Landlord, and Tenant hereby
grants to the Landlord full and free license to enter into and upon the Premises
in such event and to expel or remove the Tenant and any others who may be
occupying the Premises and to remove any and all property therefrom, without
being deemed in any manner guilty of trespass, eviction or forcible entry or
detainer, and without relinquishing the Landlord's rights to rent or any other
right given to Landlord hereunder or by operation of law. The Tenant expressly
waives the service of any demand for the payment of rent or for possession and
the service of any notice of the Landlord's election to terminate this Lease or
to reenter the Premises. If Landlord is required to store any of Tenant's
property, Tenant shall be liable for all storage and any related moving
costs.
(e) The
Landlord may, in the event of default by Tenant in the payment of any rent or
additional rent herein reserved, or in the performance of any term, covenant or
condition herein contained to be kept or performed by Tenant, enter upon the
Premises and remove any and all furniture and personal property whatsoever
situated upon the Premises. Any and all property which may be removed from the
Premises by the Landlord pursuant to the authority of this Lease or of law, may
be handled, removed or stored by Landlord at the risk, cost and expense of
Tenant, and Landlord shall in no event be responsible for the value,
preservation or safekeeping thereof. Tenant shall pay to the Landlord, upon
demand, all expenses incurred in such removal and all storage charges against
such property so long as the same shall be in the Landlord's possession or under
Landlord's control. Landlord may place such property in storage for the account
of; and at the expense of Tenant, and if Tenant
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fails to
pay the cost of storing such property after it has been stored for a period of
ninety (90) days or more, Landlord may sell any or all of such property. In the
event the use to which the Premises occupied by Tenant is put results in an
increase in the insurance rates, then Tenant shall pay to the Landlord, as
premiums are paid by Landlord, amounts equal to the increase caused by Tenant's
use with respect to any policy (or policies) of insurance which may be purchased
by Landlord.
Tenant
agrees that Tenant will at all times indemnify and hold Landlord harmless from
any and all claims, actions losses, damages, liabilities and expenses, including
attorneys' fees and court costs incurred by Landlord, which may arise or be
claimed against Landlord and be in favor of any person, firm or corporation for
any injuries or damages to the person or property of any person, firm or
corporation consequent upon or arising from the use or occupancy of the Leased
Premises by Tenant (including all activities relating to any improvements made
by Tenant) or consequent upon or arising from any acts, omissions, neglect or
fault of Tenant, his agents, servants, employees, licensees, customers or
invitees, or consequent upon or arising from Tenant's failure to comply with the
aforesaid laws, statutes, ordinances or regulations.
14. DAMAGE
TO PREMISES. If the Premises shall be damaged by fire, the elements or other
casualty not due to Tenant's negligence or reckless or intentional act, and the
Leased Premises shall be rendered untenantable only in part, Landlord shall as
soon as practicable cause the damage to be repaired, with insurance proceeds
provided therefore. The rent shall be abated during the period the Leased
Premises are untenantable proportionately as to the portion of the Premises
rendered untenantable. If the Leased Premises shall be rendered wholly
untenantable by reason of such occurrence, the Landlord shall cause such damaged
to be repaired with insurance proceeds provided therefore, if the damage to the
Leased Premises and no other parts of the Building are such that damage can be
repaired and the Building substantially restored to its prior condition within
six (6) months from the date of the damage. During said period the rent shall be
abated in whole. If, in the reasonable opinion of the Landlord the damages are
such that same cannot be repaired and the Premises restored with said six (6)
month period, then Landlord shall have the right, to be exercised by notice in
writing, to elect to cancel this Lease and in that event the tenancy hereby
created shall be deemed to have ceased as of the date of said occurrence, with
the rent to be adjusted as of such date. Landlord shall give Tenant notice
within thirty (30) days from the occurrence of the damage if Landlord does not
believe the repairs can be effected, within six (6) months. Landlord's
obligations or election to repair hereunder shall extend only to the work
originally done by the Landlord in the Leased Premises, and only to the extent
of insurance proceeds provided therefore. Tenant shall be obligated to repair
and pay for any work required to repair or replace the improvements and
installations done by Tenant in the Leased Premises and to repair or replace any
of Tenant's personal property located in the Leased Premises, and to repair or
replace any and all damage to improvements or personal property caused by
Tenant's negligence or reckless or intentional act.
15. SECURITY
DEPOSIT. Tenant, concurrently with the execution of this Lease, has deposited
with the Landlord the sum set forth on the Face Page of this Lease as a
"Security Deposit", receipt of which is hereby acknowledged by Landlord, as
security for the payment by Tenant of the rents herein agreed to be paid by
Tenant, for compliance by Tenant with all of Tenant's work necessary to complete
the Leased Premises and to open for business, and for the faithful performance
by Tenant of the terms and covenants of this Lease.
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All sums
may, if permitted by law, be commingled by Landlord with his independent funds
and no interest accruing thereon shall belong to Tenant as a result of
Landlord's holding of the security deposit. If at any time during the term of
this Lease any of the rent herein reserved shall be overdue and unpaid, or any
other sum payable by Tenant to Landlord hereunder shall be overdue and unpaid,
then Landlord may, but shall not be obligated to, appropriate and apply all or
any portion of said deposit to the payment of any such overdue rent or other
sum. Should the entire deposit, or any portion thereof, be appropriated and
applied by Landlord for the payment of overdue rent or other sums due and
payable by Tenant hereunder, then Tenant shall, upon the written demand of
Landlord, forthwith remit to Landlord a sufficient amount in cash to restore
said security to the original sum deposited, and Tenant's failure to do so
within five (5) days after receipt of such demand shall constitute a breach of
this Lease. If this Lease shall terminate or be terminated by reason of the
failure of Tenant to keep and perform any of the terms, covenants and conditions
of this Lease to be kept and performed by Tenant, then the Landlord, at its
option, may appropriate and apply said entire deposit, or so much thereof as may
be necessary to compensate the Landlord for all loss or damage sustained or
suffered by Landlord due to such breach on the part of Tenant. Otherwise, the
security deposit shall be returned to Tenant promptly after the expiration of
the Lease term less any costs and expenses incurred in connection with restoring
the Premises to the condition required hereunder, Landlord may deliver the funds
deposited hereunder by Tenant to any purchaser or transferee of Landlord's
interest in the Leased Premises, in the event that such interest be sold or
transferred, and thereupon Landlord shall be discharged from any further
liability with respect to such deposit.
16. RIGHT
TO ENTER THE PREMISES. Landlord, or any of its agents, shall have the right
after giving reasonable verbal notice to Tenant, to enter the Leased Premises
during all reasonable business hours, to examine same, and to make such repairs,
additions or alterations as may be deemed necessary by Landlord. Landlord may
show the Premises and hold out same for rent at any time within three (3) months
before the expiration of this Lease. The obligation to give advance notice and
enter only during reasonable business hours shall not be applicable in the event
of an emergency as determined in the reasonable discretion of the Landlord, in
which event Landlord or its agents shall have the right to enter the Premises
without notice. Tenant shall provide Landlord with a key to permit Landlord to
enter the Premises at all times in the event of an emergency.
17. END
OF TERM. At the expiration of this Lease, whether according to its terms, or as
a result of the occurrence of an event herein stipulated as terminating the
Lease, Tenant shall surrender the Leased Premises to the Landlord, and deliver
all keys to Landlord. All alterations and additions to the Premises made by the
Tenant in accordance with the terms of this Lease shall become immediately the
property of the Landlord at the time said alterations or additions to the Leased
Premises are made; and shall remain upon the Leased Premises at the termination
of this Lease, unless the Landlord shall require the restoration of the Premises
to their original condition, in which event the Tenant shall remove such
alterations, additions and decorations as the Landlord requires and shall
restore the Leased Premises to their original condition. The Tenant shall, at
its own expense, repair any damage caused by the removal of any improvements at
the termination of this Lease. Tenant's obligation to perform hereunder shall
survive the end of the term of this lease and in the event the Landlord requires
the removal of the Tenant's property, and Tenant fails to remove its property
upon the expiration of this Lease, then said property shall be deemed abandoned
and shall become the property of the Landlord, The Landlord shall nevertheless
be entitled to perform the obligations of Tenant under this Paragraph at
Tenant's expense, and Tenant shall be liable to the Landlord for all reasonable
costs incurred by the Landlord in the performance of such
obligations.
18
Any
holding over after the expiration of the Lease term which is with Landlord's
written consent shall be construed to be a tenancy from month to month at
the rents herein provided (prorated on a monthly basis) and shall otherwise be
on terms herein specified so far as applicable. In the event such holding over
is without the consent of Landlord, in addition to all other rights and remedies
of the Landlord; Tenant shall be obligated to pay double the monthly rent set
forth herein
18. IMPROVEMENTS
TO BUILDING. The Tenant acknowledges and agrees that the Building containing the
Leased Premises, or portions thereof, may be subdivided or renovated, and that
Landlord may at any time change the plan for development of same, including but
not limited to a change in the configuration, size, and design of all or any
part of the Building and Common Areas thereof, and there shall be no reduction
in rental due hereunder and this Lease shall remain in full force and effect,
notwithstanding any such changes which may be made by Landlord, provided that
same do not result in any major changes in the configuration, size or design of
the Leased Premises. Landlord agrees to use its reasonable efforts to complete
any subdividing or renovation of the affected portions of the Building in such a
manner so as to not substantially and unreasonably interfere with the operation
of Tenant's business in the Leased Premises; provided, however, that the parties
acknowledge and agree that regardless of the efforts of Landlord to complete
said subdividing or renovation without substantially and unreasonably
interfering with Tenant's business, there is bound to be some inconvenience to
Tenant, its agents, employees, customers and invitees, as well as to Tenant's
business occasioned by the ongoing construction by Landlord in the Building.
Notwithstanding any such inconveniences to Tenant, its agents, employees,
customers or invitees, or to Tenant's business occasioned by Landlord's
subdivision or renovation of the remainder of the Building, Tenant acknowledges
that it shall not be entitled to any damages for loss of business or to any
reduction in rental during the construction period, provided Landlord continues
to use its reasonable efforts to prevent the subdivision or renovation from
substantially and unreasonably interfering with the operation of Tenant's
business.
19. EXCULPATION.
Tenant agrees that it shall look solely to the estate and property of the
Landlord in the Building of which the Leased Premises are a part for the
collection of any judgment (or any other judicial process) requiring the payment
of money by Landlord in the event of any default or breach by Landlord with
respect to any of the terms, covenants and conditions of this Lease to be
observed and performed by Landlord and no other property or estates of Landlord
shall be subject to levy, execution or other enforcement procedures for the
satisfaction of Tenant's remedies.
20. CAPTIONS
AND PARAGRAPH NUMBERS. The captions, paragraph numbers,
Subparagraph
numbers and any index appearing in this Lease are inserted only as a matter of
convenience and in no way define, limit, construe, or describe the scope or
intent of such paragraphs or subparagraphs of this Lease nor in any way affect
this Lease.
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21. TRANSFER
OF LANDLORD'S INTEREST; SUCCESSOR: ASSIGNMENT OR SUBLEASE BY TENANT. In the
event of any transfer or transfers of Landlord's interest in the Leased
Premises, the transferor shall be automatically relieved of any and all
obligations and liabilities on the part of Landlord accruing from and after the
date of such transfer. All of the provisions of this Lease shall otherwise bind
and inure to the benefit of the parties hereto, and their respective heirs,
legal representatives, successors and assigns.
Tenant
may not assign, sublease, mortgage, encumber or otherwise transfer, in whole or
in part, this Lease of any interest of Tenant hereunder, without the advance
written consent. of Landlord, which consent may be arbitrarily withheld_ Tenant
shall provide Landlord with any information requested by them concerning the
proposed assignee, sub lessee or transferee. Consent to any such assignment
shall not relieve Tenant of its obligations and liabilities hereunder, nor shall
same constitute consent to any subsequent assignment, sublease or
transfer.
22. RIGHTS
OF LANDLORD. Landlord reserves the following rights with respect to the Tenant,
the Building and the Leased Premises:
(a) To
install or place upon, or affix to, the roof and exterior walls of the Building
equipment, signs, displays, antennae, and any other object or structure of any
kind, provided the same shall not materially impair the structural integrity of
the Building.
(b) At
any time to make alterations or additions to and to build additional stories on
the Building in which the Leased Premises are contained.
23. COUNTERCLAIMS:
ATTORNEY'S FEES; COURT REGISTRY. In the event of suit by the Landlord to collect
rent, Tenant shall not interpose any counterclaim in such proceeding provided,
however, tenant may assert such claim in a separate action brought by Tenant. In
the event of any litigation by or against Landlord to enforce or defend any of
the terms or provisions of this Lease, Landlord, if it is the prevailing party
in such litigation, shall be entitled to recover its costs and reasonable
attorney's fees at all trial and appellate levels.
In the
event Tenant raises any defense to any legal actions which are brought by
Landlord against Tenant in relation to the Premises or this Lease, then Tenant
shall be required to pay into the Registry of the Court with jurisdiction of the
legal action, all rent and additional rent which
Landlord
alleges to be past due and such additional sums of rent which become due and
payable during the term of the Lease during the course of legal action. The
failure of the Tenant to make such payments into the Court Registry, shall
entitle the Landlord to obtain a default and a default judgment against the
Tenant for possession of the Premises and for such sums which Landlord alleges
to be due and payable by Tenant in the legal action.
24. PARKING.
The use and occupation by the Tenant of the Leased Premises shall include the
right to the non-exclusive use, in common with others, of unassigned surface
parking spaces, and all such driveways, truck and service courts, walks and
other facilities designed for common use, as have been or may be installed by
Landlord, and of such other and further facilities as may be provided or
designated from time to time by Landlord for common use, subject expressly,
however, to the terms and conditions of this Lease and to reasonable rules and
regulations for the use thereof, as prescribed from time to time by Landlord.
Landlord reserves, and Tenant agrees that Landlord has from time to time, the
right to change the size, layout and location of any and all buildings or common
areas and facilities located on the real estate upon which the Building is
located (the "Real Property'), as well as to reduce or expand the size of the
Building and of the Real Property. Tenant, its employees, customers, guests and
invitees shall park only in those areas designated by Landlord for such parking,
and Tenant shall not be entitled to any exclusive parking spaces or
privileges.
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25. NOTICE.
Whenever notice shall be required or permitted herein, it shall be delivered by
certified mail, postage prepaid, with return receipt requested, overnight
express mail, or hand delivered to the addresses shown on the Face Page or to
such other address as hereafter designated by the parties in a notice to the
other, and shall be deemed delivered on the date shown as the delivery date on
the return receipt or the date shown as the date same was refused or the postal
service was unable to deliver same, or the date of hand delivery or
delivery
26. SUBORDINATION;
LANDLORD'S. LIEN: ESTOPPEL CERTIFICATE. This Lease shall be subject and
subordinate at all times to the lien of any mortgage or mortgages, lien or
liens, encumbrance or encumbrances or underlying lease or leases which now exist
or hereafter might be made as a lien upon the Building, the land underlying
same, or any part thereof. This paragraph shall be self-operative and no further
instrument or subordination shall be required. Nonetheless, Tenant shall, at any
time hereafter on demand, execute any instruments, releases or other documents
that may be required by any mortgagee, mortgagor or underlying lessor for the
purposes of subjecting and subordinating this Lease to the lien of any such
mortgage or underlying Lease, and Tenant does hereby appoint Landlord as its
attorney in fact irrevocably to execute and deliver any such instrument, release
or other document for and on behalf of Tenant.
Tenant
agrees not to enter into, execute or deliver any financing or security agreement
that can be considered as a priority to any mortgage given by Landlord or its
successors and, in the event Tenant does so execute or deliver such financing or
security agreement, such action on the part of the Tenant shall be considered a
breach of the terms and conditions of this Lease and a default by Tenant
entitling Landlord to such remedies as are provided for herein. In addition to
and independent of any lien in favor of Landlord arising by operation of law,
Tenant hereby grants to Landlord a security interest in all personal property of
Tenant wherever located, including personal property located in the Leased
Premises, to secure the payment of rent and the performance of all other duties
and obligations of Tenant hereunder. Tenant agrees to execute upon request by
Landlord any and all financing statements and to perform any other act
reasonably necessary to perfect the security interests granted
herein.
Tenant
agrees at any time within ten (10) days of Landlord's written request to
execute, acknowledge and deliver to Landlord a written statement certifying that
this Lease is unmodified and in full force and effect (or, if there have been
modifications, that the same is in full force and effect as modified and stating
the modification) and the dates to which the rent and any other payments
hereunder have been paid in advance, if any. Tenant further agrees to furnish
such unaudited and uncertified financial statements as may be requested from
time to time by Landlord within twenty (20) days of Landlord's written request
for same. It is acknowledged by Tenant that any such statements may be retied
upon by any prospective assignee, mortgagee or purchaser of
Landlord.
27. FORCE
MAJEURE. Landlord shall not be responsible for delays or interruptions in use of
the Leased Premises or for completion of Landlord's Work, if any, pursuant
hereto, when said delay or failure is due to acts of providence, military
authority, insurrection, riots, civil commotions, strikes, shortages or delays
in obtaining materials, intentional and malicious acts of third parties, labor
disputes, enemies of the government, explosions, floor, windstorm, fire, failure
of utility company to provide power source or service, or any other cause beyond
the reasonable control of the Landlord.
21
28. EMINENT
DOMAIN. If the Leased Premises shall be taken by any public authority under the
power of eminent domain, then the term of this Lease (and of any option period
exercised or to be exercised hereunder) shall cease as of the date possession
shall be taken by such public authority and the rent shall be paid up to that
day with a proportionate refund by Landlord of any prepaid rent. All damages
awarded for any taking under the power of eminent domain, whether for the whole
or a part of the Leased Premises, shall belong to and be the property of the
Landlord, whether such damages shall be awarded as compensation for diminution
in value to the Leasehold or to the fee of the Leased Premises; provided,
however, that Landlord shall not be entitled to any specific value of stock,
trade fixtures, furniture, and other personal property belonging to the Tenant
which awards, it any, shall inure to the benefit of Tenant.
29. BROKER
Each party covenants, warrants and represents to the other that no broker was
involved in this transaction or was instrumental in consummating this Lease
(other than and each agrees to indemnify and hold the other harmless from and
against any and all commissions, damages, costs and attorneys' fees incurred as
a result of the inaccuracy of this warranty.
30. MECHANICS
LIENS. Should any mechanic's or other lien be filed against the Leased Premises
or any part thereof for any reason whatsoever by reason of Tenant's acts or
omissions or because of a claim against Tenant, Tenant shall cause the same to
be canceled and discharged of record by bond or otherwise within (10) days after
the date of Tenant's knowledge of such filing or be deemed to be in breach of
this Lease. In no event shall anything contained in this Paragraph, or elsewhere
in this Lease, be deemed to subject Landlord's interest in the Premises to the
lien of any person doing work for or furnishing materials at the instance and
request of Tenant.
Tenant
shall not have any authority to create any liens for labor or material on or
against the Landlord's interest in the Leased Premises and all persons
contracting with the Tenant for the erection, installation, alteration, or
repair of any building or other improvements in, on or to the Leased Premises,
and all materialmen, contractors, subcontractors, sub-subcontractors, mechanics,
and laborers are hereby charged with notice that they must look solely and only
to the Tenant's interests only in the Leased Premises to secure the payment of
any bill for work done or material furnished during the rental period created by
this Lease and, specifically, not to the Landlord or the Landlord's interest.
Tenant agrees that it will include the language of this paragraph in any
contract or agreement for any work done by Tenant in the Leased
Premises.
31. TIME.
The parties hereto agree that time is of the essence of this Lease and same
shall apply to all terms and conditions contained herein.
32. WAIVER.
The failure of Landlord to insist in any one or more instances upon the strict
performance of any one or more of the obligations of this Lease, or to exercise
any right or election herein contained, shall not be construed as a waiver, nor
shall acceptance by Landlord of an amount less than that due hereunder in any
way prejudice Landlord's right to recover the balance due.
22
33. INTERPRETATION:
APPLICABLE LAW, RECORDING. The words "Landlord" and "Tenant" as used herein
shall include the plural as well as the singular. Words used in masculine gender
include the feminine and nature, as appropriate. This Lease shall be construed
and enforced under the laws of the State in which the Building is located.
Should any provisions of this Lease be illegal or unenforceable under such laws,
it or they shall be considered severable and this Lease and its conditions shall
remain in force and be binding upon the parties hereto just as though the
illegal or unenforceable provisions had never been included herein. Tenant shall
not record this Lease or a written memorandum thereof without the prior written
consent of Landlord, which consent may be arbitrarily withheld. This Lease
contains the entire understanding between the parties hereto, and may be amended
or modified only by written agreement signed by the parties
34. RELOCATION
OF TENANT. INTENTIONALLY OMITTED RADON DISCLOSURE. Under the laws of the State
of Florida, we are required to provide the following notice to our
Tenants:
35. RADON
GAS: 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.
The
foregoing notice is provided in order to comply with state law and is for
information purposes only.
At this
time, we do not conduct radon testing with respect to the Building. Further, we
disclaim any and all representations and warranties as to the absence of radon
gas or radon gas producing conditions in connection with the Leased
Premises.
[Balance
of Page Intentionally Left Blank]
23
IN
WITNESS WHEREOF, the parties have hereunto executed this instrument for the
purposes herein expressed, the day and year first above written.
| SIGNED, SEALED AND DELIVERED | LANDLORD: |
| As to Landlord: | AIRPORT FINANCIAL CENTER, INC. |
| Print Name: | By: | /s/ Antonio Del Rosal | |
| Print Name: Antonio Del Rosal | |||
| Its: Property Manager |
| TENANT: | |
| As to Tenant: | Physicians Healthcare Management Group, Inc. |
| Print Name: | By: | /s/ Robert Trinka | |
| Print Name: Robert Trinka | |||
| Its: Chairman & CEO | |||
24
RIDER TO
LEASE AGREEMENT
(RENEWAL
OPTION)
______________________________
THIS
RIDER to that certain Lease Agreement ("Lease") made and entered into between
AIRPORT FINANCIAL CENTER, INC. ("Landlord"), and Physicians Healthcare
Management Group, Inc. ("Tenant") dated_________March 24, 2005_______
and provides as follows:
Provided
that this Lease is in good standing and Lessee is not in default hereunder,
Lessor hereby grants to Lessee the right to renew this Lease for TWO
(2) additional term(s) of One (1) year(s). Each such
"Option Term" shall commence on the expiration of the prior term, with all the
terms and provisions of the Lease being applicable during such Option Term,
including payment of rent provisions. Lessee shall be required to give Lessor
written notice of its election to exercise its option to renew no later than
sixty (60) days prior to the end of the then current term of the Lease Failure
to give such notice shall make all Option. Terms null and void
IN
WITNESS WHEREOF, the parties have hereunto set their hands and seals this
_______24day of
March 2005______
| LANDLORD | TENANT | |
| AIRPORT FINANCIAL CENTER, INC. | Physicians Healthcare Management Group, Inc. | |
| By: | By: | /s/ Robert Trinka | |
| Print Name: Robert Trinka | |||
25
RULES AND
REGULATIONS
|
1.
|
Each
Tenant shall keep Tenant's premises, signs, and other areas allocated for
the sole use of Tenant in good, neat, and clean
condition.
|
|
2.
|
Each
Tenant shall load and unload its merchandise,
equipment
|
|
|
and
supplies and remove its rubbish, trash and garbage only by way of the
service area and service doors designated for Tenant's use. Rubbish shall
be placed in plastic bags securely tied and Tenant shall deliver such
plastic bags to the area designated for such purpose and place same in the
container (i.e., compactor and/or dumpster or other container) provided
for such purpose. No garbage cans or trash shall be placed in or about the
premises.
|
|
3.
|
All
deliveries are to be made to designated service or receiving areas and
Tenant shall request delivery trucks to approach the service or receiving
areas by designated services routes and
drives.
|
|
4.
|
merchandise
being received shall immediately be moved into Tenant's premises and not
be left in the service or receiving
areas
|
|
5.
|
No
sign, fixture, advertisement, notice or other lettering (collectively,
"signs") shall be displayed, inscribed, painted or affixed on any door, or
otherwise of any Tenant's premises without Landlord's prior written
consent; if such consent is given the same shall be subject to Landlord's
prior written approval as to color, size, style and materials. Landlord
may remove all signs in violation of the foregoing, without notice and at
the violating Tenant's expense.
|
|
6.
|
The
Building's sidewalks, entrances, passages, elevators and staircases shall
not be obstructed or used other than for ingress and egress; no Tenant
shall loiter thereat or permit its agents, servants, employees, licensees,
invitees or contractors (collectively, "Tenant's agents") to do
so
|
|
7.
|
Tenant
shall not, in or on any part of the Common Area or otherwise outside the
Premises:
|
| (a) | Vend, peddle or solicit orders for sale or distribution of any merchandise, device, service, periodical, book, pamphlet or other matter whatsoever | |
| (b) | Exhibit any sign, placard, banner, notice or other written material except for activitie as approved in writing by Landlord. | |
| (c) | Distribute any circular, booklet, handbill, placard, or other material, except for activities as approved in writing by Landlord. | |
| (d) | Solicit membership in any organization, group or-association or contribution for any purpose. | |
| (e) | Create a nuisance. | |
| (f) | Throw, discard or deposit any paper, glass or extraneous matter of any kind except in designated receptacles, or create litter or hazards of any kind. | |
| (g) | Deface, damage or demolish any sign, light standard or fixture, landscaping materials or other improvement within the Building, or the property of customers, business invitees or employees situated within the Building. |
26
|
8.
|
Each
Tenant shall keep all glass, locks, trim and other property of Landlord in
good order and repair If any of the same are damaged by any Tenant or any
of the Tenants agents, customers, invitees, licensees or employees, the
same shall be repaired at such Tenant's
expense.
|
|
9.
|
No
Tenants use of electric current shall exceed the capacity of the
Building's existing electrical facilities and no Tenant shall use any
electrical equipment which in Landlord's judgment will overload such
facilities or interfere with the use thereof by other Building Tenants. No
cooking or heating of foods or beverages shall be permitted in any Tenants
premises, without Landlord's express written
permission.
|
|
10.
|
Landlord
shall direct all wiring for telegraphic and telephonic connections;
without such direction no wiring or cutting therefore shall be
permitted.
|
|
11.
|
Landlord
may at any time change the arrangement and/or location of any of the
public parts of the Building and the Building's name, number or
designation.
|
|
12.
|
Nothing
shall be thrown out of the windows or doors of the premises of any
Tenant,
|
|
13.
|
No
Tenant shall permit or carry on upon its premises any obnoxious, noisy or
offensive business, nor any nuisance or auction, and no Tenant's premises
shall be used as sleeping or lodging
quarters.
|
|
14.
|
Landlord
and its agents may enter a Tenant's premises at any time(s) to examine the
same or to make such repairs or alterations as Landlord deems necessary
for the safety, cleanliness, preservation or improvement of the Building
or the premises of such or any other Tenant, and during the last 90 days
of the term Landlord may exhibit such premises for letting and place
thereon the usual "tor rent" sign.
|
|
15.
|
Although
Landlord shall have no duty to provide security measures, Landlord may
(without obligation) exclude from the Building all persons whom Landlord
or its agents deem undesirable or who do not exhibit satisfactory
identification or offer a satisfactory explanation as to their presence in
the Building
|
|
16.
|
Each
Tenant shall cause the interior of the windows of the premises to be kept
clean and in order.
|
|
17.
|
Each
Tenant shall, at its expense, and throughout the term, completely furnish
and equip the premises with appropriate and suitable furnishings and
equipment for the business being operated in the premises, so that the
premises at all times would constitute a modern, high grade and dignified
area for the business being conducted in the
premises,
|
27
1583 Bering Court, Palm Harbor, Florida 34683 PHONE: 727.479.5495
|
18.
|
Each
Tenant's use of the premises throughout the term and any extension hereof;
wilt be consistent with the character and dignity of the Building as
established by the Landlord and Tenant shall at alt times cooperate filly
with the Landlord to preserve such character and dignity and the
activities to be conducted by Tenant at the demised premises will be
reputable in every respect and will not interfere with or cause discomfort
or annoyance to Landlord or any other occupant of the Building, all as may
be determined by the Landlord from time to
time.
|
|
19.
|
Business
at the demised premises shall be conducted so as to prevent any
vibrations, smoke, odors and noise from escaping the demised premises
and/or entering any other pans of the
Building.
|
|
20.
|
Tenant
at its expense, shall keep all plumbing and all drain and waste pipes and
sewer connections, if any, serving the premises in good repair and free
from obstruction to the satisfaction of Landlord and all governmental
authorities having jurisdiction
thereof.
|
|
21.
|
Each
Tenant shall participate in any window cleaning and exterminating program
that may be established by Landlord in the
Building.
|
|
22.
|
In
no event shall there be permitted in the premises (whether or not
permitted by any present or future statute or case law): (a) any flashing
light or lights which give the appearance of movement; (b) any amplifying
device (whether from music or voice); (c) any entertainment of any nature;
unless any of the foregoing is previously approved in writing by the
Landlord in all respects. Tenant shall not permit or suffer the use of any
advertising medium which can be heard or experienced outside of the
Premises, including, without limiting the generality of the foregoing,
flashing lights, searchlights, loud speakers, phonographs, radios or
television. No radio, television, or other communication antenna equipment
or device is to be mounted, attached, or secured to any part of the roof,
exterior surface, or anywhere outside the premises, unless Landlord has
previously given its written
consent.
|
|
23.
|
Tenant
shall exhibited or sidewalks or merchandise be
permitted No showcases the exterior Areas.
|
not
permit or suffer merchandise of any kind at any time to be placed,
displayed outside its Premises, nor shall Tenant use the exterior walkways
of its Premises to display, store or place any No sale of merchandise by
tent sale, truckload sale or the like, shall on the parking lot or other
Common Areas. or other articles shall be put in front of or affixed to any
part of any building in the Building, nor placed in any of the
Common
|
|
24.
|
No
showcases or other articles shall be put in front of or affixed to any
part of the exterior of any building in the Building, nor placed in any of
the Common Areas.
|
|
25.
|
No
Tenant shall mark, paint, drill into, or in any way deface any part of the
premises, the buildings in the Building, or any of the Common Areas. No
boring, cutting or stringing of wires shall be permitted except with the
prior written consent of Landlord and as Landlord may
direct.
|
|
26.
|
No
Tenant, nor any of Tenant's servants, employees, agents, visitors or
licensees, shall at any time bring or keep upon the premises any
inflammable, combustible or explosive fluid, chemical, gas or
substance.
|
LANDLORD
MAY PROMULGATE ADDITIONAL RULES AND REGULATIONS AND
MAY
AMEND, MODIFY, SUBSTITUTE, DELETE, OR ADD TO THE FOREGOING RULES AND REGULATIONS
AT THE SOLE DISCRETION OF THE LANDLORD AND ALL TENANTS SHALL ABIDE BY AND COMPLY
WITH ALL SUCH RULES AND REGULATIONS AS SO AMENDED OR HEREAFTER PROMULGATED BY
THE LANDLORD.
28
1583 Bering Court, Palm Harbor, Florida 34683 PHONE: 727.479.5495
Physicians
Healthcare Management Group, Inc.
700
S. Royal Poinciana Boulevard -- Suite 506
Miami,
Florida 33166
March 16,
2006
Airport
Financial Center, Inc.
328
Crandon Boulevard, Suite 221C
Key
Biscayne, FL 33149
ATTN:
Tony del Rosal
Re:
Renewal of Office Lease, Suite 506, 700 S. Royal Poinciana
Boulevard
Dear
Tony:
Further
to our telephone conversations, please accept this letter as Physician
Healthcare Management Group, Inc.'s confirmation to renew our lease for another
term of 12 months beginning April 1, 2006, with an increase in rent of 4% from
$2,533.33 to $2,634.66 plus sales tax.
Thank you
for your consideration.
Sincerely,
| /s/ Robert Trinka | ||
| Robert L. Trinka Chairman & CEO |
29
| Airport Financial Center, Inc. | |
| c/o Galaxy Marketing International | |
| 328 Crandon Boulevard, Suite 221C | |
| Key Biscayne, FL 33149 | |
| March 10, 2009 |
Physicians
Healthcare Management Group, Inc.
700 S.
Royal Poinciana Blvd., Suite 506
Miami, FL
33166
Dear Mr.
Trinka:
This
extension is to that certain lease dated March 24, 2005 between Airport
Financial Center, Inc. at 700 S. Royal Poinciana Blvd., Miami, FL 33166 (Lessor)
and Physicians Healthcare Management Group, Inc. (Lessee), at 700 S. Royal
Poinciana Blvd., Suite 506, Miami, FL 33166 and is effective April 1,
2009.
| Present Base Rent | $ | 2,846.66 | ||
| 4% Increase | $ | 113.40 | ||
| New Base Rent | $ | 2,963.65 | ||
| Storage (5th Floor) | $ | 300.00 | ||
| Total Amount | $ | 3,263.65 | ||
| Sales Tax | $ | 228.46 | ||
| Total Monthly New Rent | $ | 3,492.11 |
Physicians
Healthcare Management Group, Inc. agrees to extend and renew the above stated
lease for an additional period of one (1) commencing April 1, 2009 and
terminating March 31, 2010.
We would
appreciate you making the necessary changes to your account payable records to
avoid rental payment mistakes. Prices are effective April 1,
2009.
All terms
and conditions of the lease remain the same for the new renewal
term.
In
witness whereof, the parties hereto have caused this extension to be duly
executed.
| By: | /s/ Robert Trinka | |
| Physicians Healthcare Management Group, Inc. | ||
| By: | /s/ | |
| Airport Financial Center, Inc. (Lessor) |
30