LEASE AGREEMENT
---------------
CAMBRIDGE MANAGEMENT ASSOCIATES
LIMITED PARTNERSHIP
(Landlord)
and
NEOGENOMICS, INC.
(Lessee)
Premises:
WL X
00000 Xxxxxxxxxxxx Xxxxx
Xxxx 0&0
Xx. Xxxxx, XX 00000
INDEX
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PARAGRAPH PAGE
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1. PARTIES 1
2. PREMISES 1
3. TERM 1
4. LANDLORD CONSTRUCTION . 1
5. RENT . 1
6. PEACEFUL POSSESSION 3
7. SERVICES 3
8. OPERATION & MAINTENANCE COSTS & ADDITIONAL RENT 3
9. LATE PAYMENT . 5
10. USE OF PREMISES 5
11. COMMON AREAS 7
12. SIGNS 7
13. ALTERATIONS AND IMPROVEMENTS, REMOVAL 7
14. MECHANIC'S LIEN . 8
15. CONDITION OF PREMISES 8
16. ASSIGNMENT AND SUBLETTING 8
17. ACCESS TO PREMISES 9
18. REPAIRS . 9
19. INDEMNIFICATION AND LIABILITY INSURANCE 10
20. NEGATIVE COVENANTS OF LESSEE 11
21. FIRE OR OTHER CASUALTY . 12
22. SUBORDINATION, NON-DISTURBANCE & ATTORNMENT 13
23. CONDEMNATION . 13
24. ESTOPPEL CERTIFICATE 14
25. DEFAULT 14
26. REMEDIES 14
27. REQUIREMENT OF STRICT PERFORMANCE 16
28. SURRENDER OF PREMISES: HOLDING OVER 16
29. NOTICES . 17
30. WARRANTIES OF LESSEE AND AGENT 17
31. FORCE MAJEURE 17
32. LANDLORD'S OBLIGATIONS 17
33. LANDLORD'S LIABILITY 18
34. SUCCESSORS 18
35. GOVERNING LAWS . 18
36. SEVERABILITY 18
37. CAPTIONS . 19
38. GENDER . 19
39. EXECUTION 19
40. EXHIBITS 19
41. ENTIRE AGREEMENT . 19
42. CORPORATE AUTHORITY . 19
43. RULES AND REGULATIONS . 19
44. DEFENSES . 19
45. RADON DISCLOSURE 19
46. ADA COMPLIANCE 20
LIST OF EXHIBITS
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EXHIBIT "A" - Leased Premises and Building (Description)
EXHIBIT "B" - Building Standard Specifications
EXHIBIT "C" - Rules and Regulations
LEASE AGREEMENT
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1. PARTIES: This Lease Agreement (hereinafter referred to as the
"Lease) is made this 13th day of May, 2003, by and between CAMBRIDGE MANAGEMENT
ASSOCIATES LIMITED PARTNERSHIP (hereinafter referred to as "Landlord") and
NEOGENOMICS, INC. (hereinafter referred to as the "Lessee"), duly organized and
existing under the laws of the State of Florida and duly authorized and
registered to do business in the State of Florida.
2. PREMISES: Landlord, for and in consideration of the rent to be paid
and the covenants to be performed by Lessee, as hereinafter set forth, does
hereby lease, demise and let unto Lessee that portion of the building known as
Westlinks X, 00000 Xxxxxxxxxxxx Xxxxx, Xxxx Xxxxx, XX 00000, (hereinafter
referred to as the "Building") consisting of 5175 square feet of rentable area,
as outlined on the diagram attached hereto and marked as Exhibit "A", known as
Unit 8&9, (hereinafter referred to as the "Premises").
3. TERM: The term of this Lease shall be for a period of three (3)
years commencing on July 1, 2003 (hereinafter referred to as the "Commencement
Date"), and terminating on June 30, 2006 (hereinafter referred to as the
"Termination Date"). If the Commencement Date is other than July 1, 2003, then
Landlord and Lessee shall confirm the Commencement Date and Termination Date in
writing within fifteen (15) days of the Premises being ready for occupancy,
which shall thereafter be considered to be binding upon both Landlord and
Lessee. Notwithstanding the forgoing, upon receipt of a Certificate of
Occupancy, Lessee shall be entitled to occupy that portion of the Premises that
Landlord is not currently working on prior to the Commencement Date.
4. LANDLORD CONSTRUCTION: Landlord will, at its own expense, cause the
Premises to be completed in the manner set forth in Exhibit "A", and the same
will be ready for occupancy on the Commencement Date. The Premises shall be
deemed ready for occupancy when the work being performed therein is
substantially completed. The term "substantially completed" shall be construed
to mean such completion as shall enable Lessee to reasonably and conveniently
use and occupy the Premises for the conduct of its ordinary business, even
though minor details, decorations and mechanical adjustments (hereinafter
referred to as "Punch List Items") remain to be completed by the Landlord.
5. RENT:
(a) MINIMUM RENT:
(1) From July 1, 2003 to June 30, 2004, Lessee shall pay to Landlord
as yearly rent the sum of Fifty-Five Thousand Seven Hundred Thirty-Four Dollars
and Seventy-Five Cents ($55,734.75) or $10.77/SF triple net, payable in
advance, without setoff or deduction on the first business day of each calendar
month in equal monthly installments of Four Thousand Six Hundred Forty-Four
Dollars and Fifty-Six Cents ($4,644.56), triple net as set forth below. The
first installment of rental shall be payable at the time of the signing of this
Lease.
(2) From July 1, 2004 to June 30, 2005, Lessee shall pay to Landlord
as yearly rent the sum of Fifty-Seven Thousand Three Hundred Ninety Dollars and
Seventy-Five Cents ($57,390.75) or $11.09/SF triple net, payable in advance,
without setoff or deduction on the first business day of each calendar month in
equal monthly installments of Four Thousand Seven Hundred Eighty-Two Dollars and
Fifty-Six Cents ($4,782.56), triple net as set forth below.
(3) From July 1, 2005 to June 30, 2006, Lessee shall pay to Landlord
as yearly rent the sum of Fifty-Nine Thousand Ninety-Eight Dollars and Fifty
Cents ($59,098.50) or $11.42/SF triple net, payable in advance, without setoff
or deduction on the first business day of each calendar month in equal monthly
installments of Four Thousand Nine Hundred Twenty-Four Dollars and Eighty-Eight
Cents ($4,924.88), triple net as set forth below.
In the event the term of this Lease commences on a day other than the
first business day of a calendar month, Lessee shall pay to Landlord, on or
before the Commencement Date of the term, a pro-rata portion of the monthly
installment of rent, such pro-rata portion to be based on the number of days
remaining in such partial month after the Commencement Date of the term. All
Minimum Rent and Additional Rent including Maintenance and Operation Expenses
shall be subject to Florida state sales tax.
(b) ADDITIONAL RENT: Whenever, under the term of this Lease, any sum
of money is required to be paid by Lessee in addition to the rental herein
reserved and said additional amount so to be paid is not designated as
"additional rent", then said amount shall, nevertheless, at the option of
Landlord if not paid when due, be deemed "additional rent" and shall be
collectible as such with any installment of rent thereafter falling due
hereunder. Nothing herein contained shall be deemed to suspend or delay the
payment of any sum at the time the same becomes due and payable hereunder or
shall limit any other remedy of Landlord.
(c) PLACE OF PAYMENT OF RENT AND ADDITIONAL RENT: All payments of rent
and additional rent shall be paid when due without demand at the office of
CAMBRIDGE MANAGEMENT ASSOCIATES LIMITED PARTNERSHIP, 00000 XXXXXXXXX XXXXXX
XXXX., XXXXX 000, XXXXXX XXXXXXX, XX 00000, or at such other place as Landlord
may from time to time direct. All checks shall be made payable to CAMBRIDGE
MANAGEMENT ASSOCIATES L.P.
(d) SECURITY DEPOSIT: Intentionally Deleted.
(e) RENEWAL OPTIONS: Lessee shall have two three (3) year options to
renew this Lease. During each such renewal option, Lessee shall be entitled to
renew this Lease under the same terms and conditions as contained herein,
provided, however, Landlord shall be entitled to increase the Minimum Rent under
paragraph 5(a) during any renewal period by an amount not in excess of 2.8% per
year. In the event that Lessee desires to exercise any such renewal option,
Lessee will give Landlord Ninety (90) days written notice prior to the end of
the initial term or the end of the first renewal term.
6. PEACEFUL POSSESSION: The Landlord covenants that the Lessee, on
paying the said rental and performing the covenants and conditions in this Lease
contained, shall and may peaceably and quietly have, hold and enjoy the demised
Premises for the term aforesaid.
7. SERVICES:
(a) UTILITY SERVICES: Landlord shall, at its expense, provide a
heating, cooling and ventilating system (hereinafter referred to as the "HVAC
System") sufficient to maintain the Premises in accordance with the standards
and specifications identified in Exhibit "B". Landlord shall furnish Lessee
with an electrical system having the minimum required capacity identified in
Exhibit "B"which Landlord covenants will support the electrical needs of the
Exhibit A Premises design and Landlord shall also furnish hot and cold water and
sewer for normal office needs. Landlord shall install, at its expense an
electric meter to the demised Premises. Lessee shall clean the Premises at its
expense and shall pay for all electricity, gas, sewer charges and water consumed
by Lessee on the Premises, such payments to be made directly to suppliers
thereof.
(b) OTHER SERVICES: Landlord will provide the following services to
the Premises and Building: fire monitoring, window cleaning, landscaping and
landscape maintenance and maintenance to the common areas described in Paragraph
11. The cost of those services shall be included in Paragraph 8 hereof.
8. OPERATION AND MAINTENANCE COSTS AND ADDITIONAL RENT:
(a) The costs and expenses of the operation and maintenance of the
Building (hereinafter referred to as "Operation and Maintenance Costs") shall
include, without limitation, the cost and expense to Landlord of the following
items. During any year in which the Lessee only occupies the Premises for a
portion of the year, Landlord agrees to prorate the following Operation and
Maintenance Costs passed onto the Lessee according to that percentage of time
that the Lessee occupied the premises in that year:
(1) A pro rata portion of all wages, salaries and fees of all
employees and agents engaged in the operation, repair, replacement, maintenance
and security of the Building for such services that are specific to the
Building, including taxes, insurance and all other employee benefits relating
thereto 20.03%/(5175/25840 SQFT);
(2) All common utilities including, but not limited to, water and
sewer, electric and irrigation sprinkler use;
(3) All supplies and materials used in the management, leasing,
operation, repair, replacement, maintenance and security of the Building;
(4) All maintenance and service agreements on equipment including,
without limitation, HVAC, alarm service and window cleaning for the Building;
(5) All fire (with all risk coverage) and other casualty and
public liability insurance for the Building and Landlord's personal property and
fixtures used in connection therewith;
(6) All "real estate taxes" which, for the purposes of this
Article, shall mean all real property taxes and personal property taxes, charges
and assessments which are levied, assessed upon or imposed by any governmental
authority during any calendar year of the term hereof with respect to the
Building and the land on which the Building is located and any improvements,
including, but not limited to the GSD Assessment, fixtures and equipment and all
other property of Landlord, real or personal, located in the Building and used
in connection with the operation of the Building and any tax which shall be
levied or assessed in addition to or in lieu of such real or personal property
taxes and any license fees, tax measured by or imposed upon rents, or other tax
or charge upon Landlord's business of leasing the Building. In the event that
the tax statement from the taxing authority does not allocate assessments with
respect to the Building and assessments relating to any other improvements
located upon the land upon which the Building is situated, Landlord shall make a
reasonable determination of the proper allocation of such assessment based, to
the extent possible, upon records of the assessor. Landlord shall have the
right to institute a tax appeal on behalf of all lessees of the Building, the
cost of said appeal shall be borne pro-rata by Lessee;
(7) All repairs, replacements and general maintenance of the
Building, including, but not limited to, HVAC equipment, roof maintenance and
the upkeep of the lawn, grounds, shrubbery and landscaping, along with paving
maintenance;
(8) All service or maintenance contracts with independent
contractors for the operation, repair, replacement, maintenance or security of
the Building;
(9) All other costs and expenses necessarily and reasonably
incurred by Landlord in the proper operation and maintenance of the Building,
provided, however, that the following shall be excluded from the term "Operation
and Maintenance Costs": (i) expenses for any capital improvements made to Land
or Building, except those capital expenses for improvements which result in
savings of labor or other costs or which may be required by governmental
authority shall be included and the cost of such improvements amortized over the
useful life of the improvements; (ii) expenses for repairs or other work
occasioned by fire, wind storm or other insured casualty; (iii) expenses
incurred in leasing or procuring new lessees (e.g. salaries of management
personnel for procuring new lessees, for lease commissions, advertising expenses
and expenses of renovating space for new lessees); (iv) legal expenses in
enforcing the term of any lease; (v) interest or amortization payments on any
mortgage or mortgages; and (vi) depreciation.
(b) During each calendar year or portion thereof included in the
original term of this Lease and any renewal thereof, Lessee shall pay Landlord
as additional rent, Lessee's percentage of all Operation and Maintenance Costs.
"Percentages" shall be defined as the ratio that the gross square feet of the
Premises bears to the gross square feet of the rentable area in the Building,
which "percentage" is agreed to be 20.03%/(5175/25840 SQFT). It is understood
that Landlord shall cause such services described in Paragraph 8(a) above to be
performed for the Building and that Landlord shall receive bills from such
employees and contractors for work specifically performed on the Building, which
bills shall represent a proper allocation of any work done for the Building as
compared with other work that such employees or contractors may perform for any
properties owned by Landlord in the areas adjacent to and surrounding the
Building. Lessee shall have the right to review all such bills and calculations
of Landlord as to any allocations thereof. Nothing herein shall be construed to
require Lessee to pay expenses incurred for repair and/or replacement of items
warranted by Landlord in this Lease. Landlord agrees to cap increases in
controllable expenses (defined as those expenses other than real estate taxes,
insurance and metered services) at 3% per year on a cumulative basis. As an
example, if there are no increases in the first two years and a 4% increase in
the third year, Lessee pays that amount of increase.
(c) During December of each calendar year, or as soon thereafter as
practicable, Landlord shall give Lessee written notice of its estimate of any
amounts payable under Subparagraph 8(b) above for the ensuing calendar year on
or before the first day of each month during the calendar year, Lessee shall pay
to Landlord one-twelfth (1/12) of such estimated amounts, provided that if such
notice is not given in December, Lessee shall continue to pay on the basis of
the then applicable rental until the month after such notice is given. If any
time or times it appears to Landlord that the amounts payable under Subparagraph
8(b) above for the current calendar year will vary from its estimate by more
than five percent (5%), Landlord shall, by notice to Lessee, revise its estimate
for such year, and subsequent payments by Lessee for such year will be based
upon such revised estimate. Notwithstanding the foregoing, for the period July
1, 2003 to December 31, 2003, the estimated operations and maintenance costs per
month shall not exceed $1,056.56/month, unless otherwise agreed to in writing by
Lessee and Landlord.
(d) Within ninety (90) days after the close of each calendar year, or
as soon after such ninety (90) day period as practicable, Landlord shall deliver
to Lessee a statement of the adjustments to be made pursuant to Subparagraph
8(b) above. If, on the basis of such statement, Lessee owes an amount that is
less than the estimated payments for such calendar years previously made by
Lessee, Landlord shall refund such excess to Lessee within thirty (30) days.
If, on the basis of such statement, Lessee owes an amount that is more than the
estimated payments for such calendar year previously made by Lessee, Lessee
shall pay the deficiency to Landlord within thirty (30) days after delivery of
statement. In no event, however, shall the monthly rent paid by Lessee be less
than the Minimum Rent set forth in Paragraph 5 hereof. Lessee shall have the
right to review all documentation substantiating any increases including, but
not limited to, real estate tax bills, insurance bills and common utility
charges.
(e) The additional rent due under the terms and conditions of this
Paragraph shall be payable by Lessee without any setoff or deduction and shall
be pro-rated as aforesaid during the first and last calendar years of the Lease
term or any renewal thereof.
(f) In the event Landlord constructs additional improvements at the
Building which increases the assessment or gross square footage during the term
of this Lease, Lessee's percentage of Operation and Maintenance Costs shall be
equitably adjusted.
9. LATE PAYMENT: In the event that the Minimum Rent and Operation and
Maintenance Costs shall not be paid when due or any payments required to be paid
by Lessee under the provisions hereof are not paid within fifteen (15) days
after notice from Landlord, Lessee shall, upon demand, pay a late charge to
Landlord in the amount of five percent (5%) of the overdue amount and such late
charge shall be deemed "rent" for all purposes under this Lease.
10. USE OF PREMISES:
(a) LESSEE MAY NOT UTILIZE OR STORE ANY HAZARDOUS MATERIALS ON THE
PREMISES, unless, prior to the commencement of this Lease, Lessee presents to
Landlord a notarized affidavit stating Lessee's SIC number together with a
detailed list of all hazardous materials to be used or stored on the Premises
and, provided further, that Lessee is not in violation of Paragraph 20(a) and/or
20(b). Lessee shall use and occupy the Premises for Office Warehouse space.
Lessee shall not use or occupy the Premises for any unlawful purpose or
business.
(b) HAZARDOUS MATERIALS: The term "Hazardous Materials", as used in
this Lease, shall include, without limitation, flammables, explosives,
radioactive materials, asbestos, polychlorinated biphenyls (PCBS), chemicals
known to cause cancer or reproductive toxicity, pollutants, contaminates,
hazardous wastes, toxic substances or related materials, petroleum and petroleum
products and substances declared to be hazardous or toxic under any law or
regulation now or hereafter enacted or promulgated by any governmental
authority.
I. Lessee Restorations: Lessee shall not cause or permit to occur:
(a) any violation of any federal, state or local law, ordinance or regulation
now or hereafter enacted, related to environmental conditions on, under or about
the Premises or arising from Lessee's use or occupancy of the Premises,
including, but not limited to, soil and ground water conditions; or (b) the use,
generation, release, manufacture, refining, production, processing, storage or
disposal of any Hazardous Material without Landlord's prior written consent,
which consent may be withdrawn, conditioned or modified by Landlord in its sole
and absolute discretion in order to insure compliance with all applicable Laws
(hereinafter defined), as such Laws may be enacted or amended from time to time.
II. Environmental Cleanup: (a) Lessee shall, at Lessee's own expense,
comply with all laws regulating the use, generation, storage, transportation or
disposal of Hazardous Materials (the "Law"); (b) Lessee shall, at Lessee's own
expense, make all submissions to, provide all information required by and comply
with all requirements of all governmental authorities (the "Authorities") under
the Laws; (c) should any Authority or any third party demand a cleanup plan be
prepared or undertaken because of any deposit, spill, discharge or other release
of Hazardous Materials that occurs during the term of this Lease and which are
caused by Lessee, its employees, agents or invitees, at or from the Premises or
which arises at any time from Lessee's actions or inactions, Lessee shall at
Lessee's own expense, prepare and submit the required plans and all related
bonds and other financial assurances and Lessee shall carry out all such cleanup
plans; (d) Lessee shall promptly provide all information regarding the use,
generation, storage, transportation or disposal of Hazardous Materials required
by Landlord. If Lessee fails to fulfill any duty imposed under this Paragraph
10(b) within thirty (30) days following its request, Landlord may proceed with
such efforts and in such case, Lessee shall cooperate with Landlord in order to
prepare all documents Landlord deems necessary or appropriate to determine the
applicability of the Laws to the Premises and Lessee's use thereof and for
compliance therewith, and Lessee shall execute all documents promptly upon
Landlord's request and any expenses incurred by Landlord shall be payable by
Lessee as Additional Rent. No such action by Landlord and no attempt made by
Landlord to mitigate damages under any Law shall constitute a waiver of any
Lessee's obligations under this Paragraph 10(b); and (e) Lessee's obligations
and liabilities under Paragraph 10(b) shall survive the expiration of this
Lease.
11. COMMON AREAS: All parking areas, driveways, alleys, public
corridors, fire escapes and other areas, facilities and improvements provided by
Landlord for the general use in common of Lessee and other lessees, their
employees, agents, invitees and licensees, shall at all times be subject to the
exclusive control and management of Landlord, and Landlord shall have the right
from time to time to establish, modify and enforce reasonable rules and
regulations with respect to all such areas, facilities and improvements.
12. SIGNS: Lessee shall not display, inscribe, print, paint, maintain
or affix on any place in or about the Premises or the Property any sign, notice,
legend, direction, figure or advertisement, except on the doors of the Premises
and Building Directory and then only such name(s) and matter and in such color,
size, style, place and materials as shall first have been approved in writing by
Landlord, such approval not to be unreasonably withheld. Landlord agrees that
all lessees in the Building shall be subject to the same restrictions.
13. ALTERATIONS AND IMPROVEMENTS, REMOVAL:
(a) Lessee shall not make any alterations, interior decorations,
improvements or additions to the Premises or attach any fixtures or equipment
thereto without the Landlord's prior written consent, which approval shall not
be unreasonably withheld. All alterations, interior decorations, improvements
or additions made to the Premises or the attachment of any fixtures or equipment
thereto shall be performed at Lessee's sole cost and expense by Landlord or, at
Landlord's sole option, by Lessee. All alterations, improvements, additions or
fixtures, whether installed before or after the execution of this Lease, shall
remain upon the Premises at the expiration or sooner termination of this Lease
and become the property of Landlord, unless Landlord shall, prior to the
termination of this Lease, have given written notice to Lessee to remove the
same. In the event that Landlord requests such removal and Lessee fails to
remove same and repair any damage caused thereby on or before said expiration
date, Lessee agrees to reimburse and pay Landlord for the cost of removing same
and repairing any damage to the Premises caused by said removal, except for
damage caused by negligence of Landlord, or its agents, workmen or employees.
(b) In doing any such work of installation, removal, alteration or
relocation, Lessee shall use due care to cause as little damage or injury as
possible to the Premises or the Building and to repair all damage or injury that
may occur to the Premises or the Building in connection with such work. Lessee
agrees in doing any such work in or about the Premises to use its best efforts
to engage only such labor as will not conflict with or cause strikes or other
labor disturbances among the building service employees of the Landlord. Any
contractors employed by Lessee for such installations shall carry xxxxxxx'x
compensation insurance, public liability insurance and property damage insurance
in amounts, form and content and with companies satisfactory to Landlord. Prior
to the commencement by Lessee of any work as set forth in this Paragraph, Lessee
must obtain, at its sole cost and expense, all necessary permits, authorizations
and licenses required by the various government authorities having jurisdiction
over the Premises.
14. MECHANIC'S LIEN: Lessee shall agree not to allow any Mechanic's
Lien to be filed against the Premises for any construction of other work on or
about the Premises performed or to be performed at Lessee's request.
Notwithstanding the foregoing, if any mechanic's or other lien shall be filed
against the Premises or the Building purporting to be for labor or materials
furnished or to be furnished at the request of Lessee, then Lessee shall, at its
own expense, cause such lien to be discharged or stayed of record by payment,
bond or otherwise, within thirty (30) days after filing thereof. If Lessee shall
fail to commence actions to cause such lien to be discharged or stayed by
payment, bond or otherwise within thirty (30) days after filing thereof,
Landlord may cause such lien to be discharged or stayed by payment, bond or
otherwise, without investigating as to the validity thereof or as to any offsets
on defenses thereto. Lessee shall indemnify and hold Landlord harmless against
any and all claims, costs, damages, liabilities and expenses (including
attorney's fees) which may be brought or imposed against or incurred by Landlord
by reason of any such lien or its discharge.
15. CONDITION OF PREMISES: Lessee acknowledges and agrees that, except
as expressly set forth in this Lease, there have been no representations or
warranties made by or on behalf of Landlord with respect to the Premises or the
Building. Landlord warrants that: (i) it is the fee simple owner of the
Premises and has the full right and authority to enter into this Lease; and (ii)
existing local, state and federal laws, statutes, ordinances and regulations
permit Lessee to use the Premises for the intended uses. The taking of
possession of the Premises by Lessee shall conclusively establish that the
Premises and the Building were at such time in satisfactory condition, order and
repair unless otherwise noted in writing by Lessee to Landlord within three days
of the taking of possession of the Premises.
16. ASSIGNMENT AND SUBLETTING:
(a) Subject to the terms of this Paragraph, Lessee shall have the right
to assign or hypothecate this Lease. A corporate Lessee may, without consent of
the Landlord, assign this Lease to its parent or subsidiary, provided that the
assignee assumes, in full, the obligations under this Lease.
(b) If, at any time or from time to time during the term of this Lease,
Lessee desires to assign the Lease or to sublet all or part of the Premises,
Lessee shall give notice to Landlord of such intent. Landlord shall have the
option, exercisable by notice given to Lessee within twenty (20) days after
receipt of Lessee's notice, of re-acquiring the portion of the Premises proposed
to be assigned or sublet and terminating the Lease with respect thereto. If the
Landlord does not exercise such option, Lessee shall, upon obtaining written
consent of Landlord, which consent shall not be unreasonably withheld, be free
to assign the Lease or sublet such space to a third party subject to the
following conditions:
(1) In Landlord's sole opinion, the Sublessee or Assignee is
financially responsible, provided that Landlord must notify Lessee within thirty
(30) days of Lessee's notification of sublet or assignment if Landlord believes
Sublessee or Assignee is not financially responsible.
(2) Landlord may exercise its option set forth above at any time
prior to the execution of a sublease agreement to which Landlord has given its
consent in writing;
(3) No sublease shall be valid and no Sublessee shall take
possession of the premises subleased until an executed counterpart of such
sublease has been delivered to Landlord;
(4) No Sublessee shall have a right to further sublet;
and
(5) Any sums or other economic consideration received by Lessee as
a result of such subletting (except rental or other payments received which are
attributable to the amortization of the cost of leasehold improvements, other
than building standard lessee improvements made to the sublet portion of the
Premises by Lessee for Sublessee), whether denominated rentals under the
Sublease or otherwise, which exceed in the aggregate the total sums which Lessee
is obligated to pay Landlord under this Lease (pro-rated to reflect obligations
allocable to that portion of the Premises subject to such sublease) shall be
divided equally with Landlord as additional rent under this Lease without
affecting or reducing any other obligation of Lessee hereunder.
(c) Upon the consent of the Landlord for Lessee to sublet or assign
this Lease, Lessee shall be released from all obligations hereunder and any
sublessee or assignee of said Lease shall assume full responsibility for the
obligations hereunder and shall replace Lessee's Security Deposit with Landlord
and Landlord shall promptly return Lessee's Security Deposit, if any, less any
amounts reasonably held for damages.
17. ACCESS TO PREMISES: Landlord, its employees and agents shall have
the right to enter the Premises at all reasonable times during normal business
hours and at any time in case of an emergency for the purpose of examining or
inspecting the same, showing the same to mortgagees or lessees of the Building,
as Landlord may deem necessary or desirable, provided, however, Landlord shall
proceed in a manner to minimize the disruption of Lessee's business.
18. REPAIRS:
(a) Landlord shall keep the exterior, foundations, structure, roof, all
common areas (including parking and driveway), HVAC, plumbing and electrical
systems located on the exterior of the building in good order and repair,
subject to the reimbursement as Operation and Maintenance Costs pursuant to
Paragraph 8, provided, however, that Lessee shall maintain the plumbing,
heating, air conditioning and electrical systems which are physically located
within the confines of the Premises, provided that the systems are properly
installed and operating at the time of possession by Lessee, and replace/repair
all broken glass, door windows, etc
(b) Except as Landlord is obligated for repairs as provided
hereinabove, Lessee shall make, at its sole cost and expense, all repairs
necessary to maintain the Premises and shall keep the Premises and the fixtures
therein in neat and orderly condition. If Lessee, after receiving written
notice from Landlord outlining such repairs that Landlord believes Lessee should
make, refuses or neglects to make such repairs or fails to diligently prosecute
the same to completion after 30 days of the date that such written notice from
Landlord is received, Landlord may make such repairs at the expense of Lessee
and such expense shall be collectible as additional rent.
(c) Landlord shall not be liable by reason of any injury to or
interference with Lessee's business arising from the making of any repairs,
alterations, additions or improvements to the Premises or Building or to any
appurtenances or equipment therein. Landlord shall interfere as little as
reasonably practicable with the conduct of Lessee's business. There shall be no
abatement of rent because of such repairs, alterations, additions or
improvements.
(d) In the event of an emergency, Landlord may enter the Premises to
make any and all repairs necessary to preserve and protect the Premises, and the
costs and expense of such repairs shall be paid as provided in this Lease.
19. INDEMNIFICATION AND LIABILITY INSURANCE:
(a) Lessee shall indemnify, hold harmless and defend Landlord from and
against any and all costs, expenses (including reasonable counsel fees),
liabilities, losses, damages, suits, actions, fines, penalties, claims or
demands of any kind connected with, and Landlord shall not be liable to Lessee
on account of: (i) any failure by Lessee to perform any of the agreements,
terms, covenants or conditions of this Lease required to be performed by Lessee;
(ii) any failure by Lessee to comply with any statutes, ordinances, regulations
or orders of any governmental authority; or (iii) any accident, death, or
personal injury or damage to or losses or theft of property which shall occur in
or about the Premises occasioned wholly or in part by reason of any act or
omission of Lessee, its agents, contractors or employees.
(b) During the term of this Lease or any renewal thereof, Lessee shall
obtain and promptly pay all premiums for general public liability insurance
against claims for personal injury, death or property damage occurring upon, in
or about the Premises, with minimum limits of $1,000,000.00 on account of bodily
injuries to or death of one person and $1,000,000.00 on account of bodily
injuries to or death of more than one person as a result of any one accident or
disaster, and $100,000.00 on account of damage to property (or in an amount of
not less than $1,000,000.00 combined single limit for bodily injury and property
damage), and all such policies and renewals thereof shall name the Landlord as
additional insured. All policies of insurance shall provide that: (i) no
material change or cancellation of said policies shall be made without ten (10)
days prior written notice to Landlord and Lessee; (ii) any loss shall be payable
notwithstanding any act or negligence of Lessee or Landlord which might
otherwise result in the forfeiture of said insurance; and (iii) the insurance
company issuing the same shall have no right of subrogation against Landlord and
X. XxXxxxxx Construction Co., Inc., their agents, servants and/or employees. On
or before the Commencement Date of the term of this Lease and thereafter, not
less than fifteen (15) days prior to the expiration dates of said policy or
policies, Lessee shall provide copies of policies or certificates of insurance
evidencing coverage required by this Lease. All the insurance required under
this Lease shall be issued by insurance companies authorized to do business in
the State of Florida with a financial rating of at least an "A+" as rated in the
most recent edition of Best's Insurance Reports and in business for the past
five (5) years. The aforesaid insurance limits may be reasonably increased from
time to time by Landlord upon ninety (90) days written notice.
(c) Lessee and Landlord, respectively, hereby release each other from
any and all liability or responsibility to the other for all claims or anyone
claiming by, through or under it or them by way of subrogation or otherwise for
any loss or damage to property covered by the Florida Standard Form of Fire
Insurance Policy with extended coverage endorsement, whether or not such
insurance is maintained by the other party.
(d) Landlord agrees to maintain adequate fire and extended coverage
including liability insurance on the Building during the term of this Lease and
said policy shall provide that the insurance company issuing the same shall have
no right of subrogation against Lessee. In the event that Landlord's insurance
premium is increased as a result of providing this coverage, Lessee shall be
responsible to pay the additional premium.
(e) To the extent permitted by law, Lessee shall indemnify Landlord and
save it harmless and, at Landlord's option, defend it from and against any and
all claims, actions, damages, liabilities and expenses, including attorney's and
other professional fees for one attorney and one professional chosen by Lessee,
in connection with loss of life, personal injury and/or damage to property
arising from or out of the occupancy or use by Lessee of the Premises or any
part thereof or any other part of the Building, occasioned wholly or in part by
any act or omission of Lessee, its officers, agents, employees, invitees or
licensees.
(f) Lessee agrees that in the event the Lessee is responsible for any
damages to the Premises which render said Premises unusable there shall be no
rent abatement. Lessee agrees to purchase and maintain adequate insurance,
including business interruption insurance to cover all such occurrences and the
insurance company agrees to waive any rights of subrogation against Landlord, X.
XxXxxxxx Construction Co., Inc., their agents, servants and/or employees.
Landlord agrees that if Lessee is unable to use the Premises for a period of
seven (7) consecutive days as a result of (i) any action caused by Landlord or
any other tenants of the Building or (ii) the failure of the Landlord to rectify
any situation which has rendered the Premises unusable for normal business
operations, including the lack of utilities and/or damage to the Premises, then
Lessee's rent shall be abated until such time as the Premises are again usable
for normal business operations as certified by the required city and or county
officials; provided, however, if such Premises are unusable for normal business
purposes for a period of more than ninety (90) consecutive days, Lessee shall
have the option to terminate by providing Landlord with ten (10) days notice of
the intent to terminate.
20. NEGATIVE COVENANTS OF LESSEE:
(a) Lessee agrees that it will not do or suffer to be done, any act,
matter or thing objectionable to the fire insurance companies whereby the fire
insurance or any other insurance now in force or hereafter to be placed on the
Premises or Building, shall become void or suspended or whereby the same shall
be rated as a more hazardous risk than at the date when Lessee receives
possession hereunder. In case of a breach of this covenant, in addition to all
other remedies of Landlord hereunder, Lessee agrees to pay to Landlord, as
additional rent, any and all increases in premiums on insurance carried by
Landlord on the Premises or any part thereof, or on the Building of which the
Premises may be a part, caused in any way by the occupancy of Lessee.
(b) Lessee will not store or discharge any toxic, radioactive or other
hazardous substances or wastes on or adjacent to the Premises or utilize the
Premises or any adjacent lands for the generation, manufacture, refining,
transportation, treatment, storage, handling or disposal of any such substances
or wastes in violation of any other laws, rules, regulations or procedures of
any federal or state environmental regulatory body or agency.
21. FIRE OR OTHER CASUALTY:
(a) If the Premises are damaged by fire or other casualty, the damages
shall be repaired by and at the expense of Landlord to at least as good
condition as that which existed immediately prior to such damage. Landlord
agrees to repair such damage within a reasonable period of time after receipt
from Lessee of written notice of such damage, subject to any delays caused by
acts of God, labor strikes or other events beyond Landlord's control; provided,
however, that if Landlord is unable to complete such repairs within ninety (90)
days, then Lessee shall have the option to terminate by providing Landlord with
ten (10) days notice of the intent to terminate. Landlord shall not be liable
for any inconvenience or annoyance to Lessee or injury to the business of Lessee
in any way from such damage or the repair thereof. Lessee acknowledges notice
that: (i) Landlord shall not obtain insurance of any kind on Lessee's furniture
or furnishings, equipment, fixtures, alterations, improvements and additions;
(ii) it is Lessee's obligation to obtain such insurance at Lessee's sole cost
and expense; and (iii) Landlord shall not be obligated to repair any damage
thereto or replace the same.
(b) If the Premises, in the reasonable opinion of Landlord, are: (i)
rendered substantially untenantable by reason of such fire or other casualty;
or (ii) twenty percent (20%) or more of the Premises is damaged by said fire or
other casualty and less than six (6) months would remain in the Lease term or
any renewal thereof upon completion of the repairs or reconstruction, Landlord
shall have the right, to be exercised by notice in writing delivered to Lessee
within thirty (30) days from and after said occurrence, to elect not to
reconstruct the Premises, and in such event this Lease and the tenancy hereby
created shall cease as of the date of said occurrence, the rent to be adjusted
as of said date.
(c) If more than fifty percent (50%) of the Building shall be
substantially damaged by fire or other casualty, regardless of whether or not
the Premises were damaged by such occurrence, Landlord shall have the right, to
be exercised by notice in writing delivered to Lessee within thirty (30) days
from and after said occurrence, to terminate this Lease, and in such event this
Lease and the tenancy hereby created shall cease as of the date of said
termination, unless terminated as of the date of said occurrence in accordance
with Paragraph 21(b) hereof, the rent to be adjusted as of the date of such
termination.
(d) If the Premises are substantially damaged in that Landlord is
unable to restore the Premises for Lessee's occupancy within ninety (90) days,
Lessee shall have the option, to be exercised by notice in writing delivered to
Landlord within ten (10) days after said occurrence, to elect to terminate this
Lease, and in such event this Lease and the tenancy hereby created shall cease
as of the date of said termination.
22. SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT: This Lease is
subject and subordinate to any first mortgages now or thereafter affecting or
covering the Premises and all or any part of the Building. Notwithstanding the
aforesaid subordination, in the event of the foreclosure of any such mortgage;
(a) this Lease shall not terminate; and (b) the peaceful possession of Lessee
shall not be disturbed, provided that Lessee is not in default under any of the
terms and conditions of this Lease. Lessee agrees to attorn to and to recognize
the mortgagee or the purchaser at foreclosure sale as Lessee's landlord for the
balance of the term of this Lease. Lessee hereby agrees, however, that such
mortgagee or the purchaser at foreclosure sale shall not be: (i) liable for any
act or omission of Landlord; (ii) subject to any offsets or defenses which
Lessee might have against Landlord; (iii) bound by any rent or additional rent
which Lessee may have paid to Landlord for more than the current month; or (iv)
bound by any amendment or modification of this Lease made without its consent.
The aforesaid subordination, non-disturbance and attornment provisions shall be
self-operative, however, Lessee agrees to promptly execute any other agreement
submitted by Landlord in confirmation or acknowledgment of same.
23. CONDEMNATION:
(a) If the whole of the Premises shall be condemned or taken either
permanently or temporarily for any public or quasi-public use or purpose under
any statute or by right of eminent domain or by private purchase in lieu
thereof, then, in that event, the term of this Lease shall cease and terminate
from the date when possession is taken thereunder pursuant to such proceeding or
purchase. The rent shall be adjusted as of the time of such termination and any
rent paid for a period thereafter shall be refunded. In the event only a
portion of the Premises or a portion of the Building containing same shall be so
taken (even though the Premises may not have been affected by the taking of some
other portion of the Building containing same), Landlord may elect to terminate
this Lease from the date when possession is taken thereunder pursuant to such
proceeding or purchase or Landlord may elect to repair and restore, at its own
expense, the portion not taken, and thereafter rent shall be reduced
proportionately to the portion of the Premises taken.
(b) In the event of any total or partial taking of the Premises or the
Building, Landlord shall be entitled to receive the entire award in any such
proceeding, and Lessee hereby assigns any and all right, title and interest of
Lessee now or hereafter arising in or to any such award or any part thereof and
hereby waives all rights against Landlord and the condemning authority, except
that Lessee shall have the right to claim and prove in any such proceeding and
to receive any award which may be made to Lessee, if any, specifically for
damages for loss of good will, movable trade fixtures, equipment and moving
expenses.
24. ESTOPPEL CERTIFICATE: Lessee shall, at any time and from time to
time within ten (10) days after written request by Landlord, deliver to Landlord
a statement in writing duly executed by Lessee, certifying: (i) that this Lease
is in full force and effect without modification or amendment (or, if there have
been any modifications or amendments, that this Lease is in full force and
effect as modified as amended and setting forth the modifications and
amendments); (ii) the dates to which annual basic rental and additional rent
have been paid; and (iii) that to the knowledge of Lessee, no default exists
under this Lease or specifying each such default; it being the intention and
agreement of Landlord and Lessee that any such statement by Lessee may be relied
upon a prospective purchaser or a prospective or current mortgagee of the
Building or by others in any matter affecting the Premises.
25. DEFAULT: The occurrence of any of the following shall constitute a
material default and breach of this Lease by Lessee:
(a) Failure of Lessee to take possession of the Premises within fifteen
(15) days after notice to Lessee that the same is ready for occupancy by Lessee;
(b) The vacation or abandonment of the Premises after initial
occupancy;
(c) A failure by Lessee to pay, when due, any installment of rent
hereunder or any such other sum herein required to be paid by Lessee where such
failure continues for ten (10) days after written notice thereof from Landlord
to Lessee;
(d) A failure by Lessee to observe and perform any other provisions or
covenants of this Lease to be observed or performed by Lessee, where such
failure continues for thirty (30) days after written notice thereof from
Landlord to Lessee, provided, however, that if the nature of the default is such
that the same cannot reasonably be cured within such thirty (30) day period,
commence such cure and thereafter diligently prosecute the same to completion;
(e) The filing of a petition by or against Lessee for adjudication as a
bankrupt or insolvent or for its reorganization or for the appointment pursuant
to any local, state or federal bankruptcy or insolvency law of a receiver or
trustee of Lessee's property; or an assignment by Lessee for the benefit of
creditors; or the taking possession of the property of Lessee by any local,
state or federal possession of the property of Lessee by any local, state or
federal governmental officer or agency or court-appointed official for the
dissolution or liquidation of Lessee or for the operating, either temporarily or
permanently, of Lessee's business, provided, however, that if any such action is
commenced against Lessee, the same shall not constitute a default if Lessee
causes the same to be dismissed within sixty (60) days after the filing of same.
26. REMEDIES: Upon the occurrence of any such event of default as set
forth above:
(a) Landlord may cure for the account of Lessee any such default of
Lessee and immediately recover as additional rent any expenditures made,
including reasonable attorney's fees and costs of suit and the amount of any
obligations incurred in connection therewith, plus interest at prime plus two
percent (2%) per annum from the date of any such expenditure;
(b) In determining the amount of any future payment due to Landlord on
account of increase in Operation and Maintenance Costs, Landlord may make such
determination based upon the amount of Operation and Maintenance Costs for the
Premises that are subject to this Lease for the full year immediately prior to
such default. If the Premises had Operation and Maintenance Costs for less than
one (1) full year prior to default, Landlord may make such determination based
upon the average monthly Operation and Maintenance Costs for the less than one
(1) year period;
(c) Landlord, at its option, may serve notice upon Lessee that this
Lease and the then unexpired term hereof shall cease and expire and become
absolutely void on the date specified in such notice, without any right on the
part of Lessee to save the forfeiture by payment of any sum and, thereupon and
at the expiration of the time limit of such notice, this Lease and the term
hereof granted, as well as the right, title and interest of Lessee hereunder,
shall wholly cease and expire and become void in the same manner and with the
same force and effect (except as to Lessee's liability) as if the date fixed in
such notice were the date herein established for expiration of the term of the
Lease. Thereupon, Lessee shall immediately quit and surrender to Landlord the
Premises, and Landlord may enter into and repossess the Premises by summary
proceedings, detainer, ejectment or otherwise, and remove all occupants thereof
and property therein, at Landlord's option, without being liable to indictment,
prosecution or liability and obligations under this Lease, whether or not the
Premises shall relet; except as otherwise provided by law;
(d) Landlord may, at any time after the occurrence of any event of
default, re-enter and repossess the Premises and any part thereof and attempt in
its own name, as agent for Lessee if the Lease not be terminated or on its own
behalf if the Lease be terminated, to relet all or any part of such Premises for
and upon such terms and to such person, firms or corporations and for such
period or periods as Landlord, in its sole discretion, shall determine,
including the term beyond the termination of this Lease; and Landlord shall not
be required to accept any lessee offered by Lessee or observe any instruction
given by Lessee about such re-letting. Landlord must use its best efforts to
mitigate damages in connection with any re-letting. For the purpose of such
re-letting, Landlord may decorate or make repairs, changes, alterations or
additions in or to the Premises to the extent deemed desirable or convenient by
Landlord; and the cost of such decoration, repairs, changes, alterations or
additions shall be charged to and be payable by Lessee as additional rent
hereunder, as well as any reasonable brokerage and legal fees expended by
Landlord; and any sums collected by Landlord from any new lessee obtained on
account of Lessee shall be credited against the balance of rent due hereunder as
aforesaid. Lessee shall pay to Landlord monthly on the days when the rent would
have been payable under this Lease, the amount due hereunder, less the amount
obtained by Landlord from such new lessee;
(e) Landlord shall have the right of injunction, in the event of a
breach or threatened breach by Lessee of any of the agreements, conditions,
covenants or terms hereof to restrain the same and the right to invoke any
remedy allowed by law or in equity, whether or not other remedies, indemnity or
reimbursements are herein provided. The rights and remedies given to Landlord
in this Lease are distinct, separate and cumulative remedies and any one of
them, whether or not exercised by Landlord, shall be deemed to be in exclusion
of any of the others;
(f) In the event that Landlord takes action to collect unpaid amounts
owed by Lessee (whether accelerated or otherwise) or to re-gain possession of
the Premises (whether by eviction proceedings or otherwise), all expenses
incurred by Landlord (including, but not limited to attorney's fees) shall be
additional rent immediately payable by Lessee to Landlord.
27. REQUIREMENTS OF STRICT PERFORMANCE: The failure or delay on the
part of either party to enforce or exercise at any time any of the provisions,
rights or remedies in this Lease shall in no way be construed to be a waiver
thereof, nor in any way affect the validity of this Lease or any part hereof, or
the right of the party to thereafter enforce each and every such provision,
right or remedy. No waiver of any breach of this Lease shall be held to be a
waiver of any other or subsequent breach. The receipt by Landlord of rent at a
time when the rent is in default under this Lease shall not be construed as a
waiver of such default. The receipt by Landlord of a lesser amount than the
rent due shall not be construed to be other than a payment on account of the
rent then due, nor shall any statement of Lessee's check or any letter
accompanying Lessee's check be deemed an accord and satisfaction, and Landlord
may accept such payment without prejudice to Landlord's right to recover the
balance of the rent due or to pursue any other remedies provided in this Lease.
No act or thing done by Landlord or Landlord's agents or employees during the
term of this Lease shall be deemed an acceptance of a surrender of the Premises,
and no agreement to accept such a surrender shall be valid unless in writing and
signed by Landlord.
28. SURRENDER OF PREMISES - HOLDING OVER:
(a) This Lease shall terminate and Lessee shall deliver up and
surrender possession of the Premises on the last day of the term hereof and
Lessee waives the right to any notice of termination of this Lease. Lessee
shall provide Landlord with its forwarding address;
(b) Lessee covenants that, upon the expiration or sooner termination of
this Lease, it shall deliver up and surrender possession of the Premises in the
same condition as of the commencement of the Lease, reasonable wear and tear
excepted, in which Lessee has agreed to keep the same during the continuance of
this Lease and in accordance with the terms thereof;
(c) Upon the failure of Lessee to surrender possession of the Premises
upon the expiration or sooner termination of this Lease, Lessee shall pay to
Landlord, as liquidated damages, an amount equal to one and one quarter (125%)
of the rent and additional rent required to be paid under this Lease as applied
to any period in which the Lessee shall remain in possession after the
expiration or sooner termination of this Lease.
29. NOTICES: All notices, consents, requests, instructions, approvals
and/or communications provided herein shall be validly given, made or served if
in writing and delivered personally as proved by receipt signed by an authorized
representative or receipt by an express mail company or delivery service signed
by an authorized representative or by registered or certified mail, proved by an
executed return receipt, postage paid, signed by an authorized representative
addressed as follows:
To Landlord:
CAMBRIDGE MANAGEMENT ASSOCIATES L.P
00000 Xxxxxxxxx Xxxxxx Xxxx., Xxxxx 000
Xxxxxx Xxxxxxx, XX 00000
With a copy to:
To Lessee at:
NEO-GENOMICS, INC.
00000 Xxxxxxxxxxxx Xxxxx
Xxxxx 0&0
Xxxx Xxxxx, XX 00000
With a copy to:
30. WARRANTIES OF LESSEE AND AGENT: Lessee warrants to Landlord that
Lessee dealt and negotiated with Florida Valuation & Consultants, Inc. broker
for the firmcompany or person except Landlord. Lessee (for good and valuable
consideration) shall indemnify and hold Landlord harmless from and against any
and all claims, suits, proceedings, damages, obligations, liabilities, counsel
fees, costs, losses, expenses, orders and judgments imposed upon, incurred by or
asserted against Landlord by reason of the falsity or error of its own aforesaid
warranty. Landlord shall be solely responsible for all commissions due to
Florida Florida Valuation & Consultants, Inc. agent for the Lessee.
31. FORCE MAJEURE: Landlord shall be excused for the period of any
delay in the performance of any obligations hereunder when prevented from so
doing because of causes beyond Landlord's control, which shall include, without
limitation, all labor disputes, inability to obtain any materials or services,
civil commotion or acts of God.
32. LANDLORD'S OBLIGATIONS: Landlord's obligations hereunder shall be
binding upon Landlord only for a period of time that Landlord is in ownership of
the Premises and, upon termination of that ownership, Lessee, except as to any
obligations which have then matured, shall look solely to Landlord's successor
in interest in the Premises for the satisfaction of each and every obligation of
Landlord hereunder.
33. LANDLORD'S LIABILITY:
(a) Landlord shall incur no liability to Lessee in the event that any
utility becomes unavailable from any source of supply or for any other reason;
(b) Lessee waives any rights of claim against Landlord on account of
any loss or damage to Lessee's property, the Premises or its contents,
including, but not limited to: (i) loss caused by the condition of the Premises
or Building, the condition or operation of or defects in any equipment,
machinery or utility systems located therein or the act or omission of any
person or persons, except loss caused solely and directly by or due to the gross
negligence or intentional acts of Landlord, its authorized employees or agents;
(ii) theft, mysterious disappearance or loss of any property of the Premises or
Building; and (iii) any interference or disturbance by third parties, including,
without limitation, other lessees;
(c) Landlord shall not be in default hereunder or liable for any
damages directly or indirectly resulting from, nor shall the rent herein
reserved be abated by reason of: (i) the installation, use or interruption of
use of any equipment in connection with the furnishings of any of the foregoing
services; (ii) failure to furnish or delay in furnishing any such services; or
(iii) the limitation, curtailment, rationing or restriction on use of water,
electricity, gas or any other form of energy serving the Premises or the
Building;
(d) Landlord shall not be responsible or liable to Lessee, or to those
claiming by, through or under Lessee, for any loss or damage which may be
occasioned by or through the acts or omissions of persons occupying any other
part of the Building, or for any loss or damage resulting to Lessee, or those
claiming by, through or under Lessee, or its or their property, from the
breaking, bursting, stoppage or leaking of electrical cable and wires, or water,
gas, sewer or steam pipes. To the maximum extent permitted by law, Lessee
agrees to use and occupy the Premises, and to use such other portions of the
Building as Lessee is herein given the right to use, at Lessee's own risk.
34. SUCCESSORS: The prospective rights and obligations provided in
this Lease shall inure to the benefit of the parties hereto, their legal
representatives, heirs, successors and assigns, provided, however, that no
rights shall inure to the benefit of any successors of Lessee unless Landlord's
written consent for the transfer to such successor has first been obtained as
provided for in Paragraph 16 hereof.
35. GOVERNING LAWS: This Lease shall be construed, governed and
enforced in accordance with the laws of the State of Florida.
36. SEVERABILITY: If any provision of this Lease shall be held to be
invalid, void or unenforceable, the remaining provisions hereof shall in no way
be affected or impaired and such remaining provisions shall remain in full force
and effect.
37. CAPTIONS: Any headings preceding the text of several paragraphs
and subparagraphs hereof are inserted solely for the convenience of reference
and shall not constitute a part of this Lease, nor shall they affect its
meaning, construction or effect.
38. GENDER: As used in this Lease, the word "person" shall mean and
include, where appropriate, an individual, corporation, partnership or other
entity; the plural shall be substituted for the singular and the singular for
the plural, where appropriate; and words of any gender shall mean to include any
other gender.
39. EXECUTION: This Lease shall become effective when it has been
signed by a duly authorized officer or representative of each of the parties and
delivered to the other party.
40. EXHIBITS: Attached to this Lease and made a part hereof are
Xxxxxxxx "X", "X" and "C".
41. ENTIRE AGREEMENT: This Lease, including Exhibits and any Rider
hereto, contains all the agreements, conditions, understanding, representations
and warranties made between the parties hereto with respect to the subject
matter hereof and may not be modified orally or in any manner other than by an
agreement in writing signed by both parties hereto or their respective interest.
42. CORPORATE AUTHORITY: If Lessee is a corporation, each individual
executing this Lease on behalf of said corporation represents and warrants that
he is duly authorized to execute and deliver this Lease on behalf of said
corporation in accordance with the duly adopted resolution of the Board of
Directors of said corporation or in accordance with the by-laws of said
corporation and that this Lease is binding upon said corporation in accordance
with its items.
43. RULES AND REGULATIONS: Lessee and Lessee's visitors shall comply
with the Rules and Regulations, with respect to the Real Property, which are set
forth in Exhibit "C" annexed to this Lease and expressly made a part hereof.
Landlord shall have the right to make reasonable amendments thereto from time to
time for the safety, care and cleanliness of the Real Property, the preservation
of good order therein and the general convenience of all the lessees and Lessee
shall comply with such amended Rules and Regulations, after twenty (20) days
written notice from Landlord. All such amendments shall apply to all lessees in
the Building and will not materially interfere with the use and enjoyment of the
Premises by Lessee.
44. DEFENSES: Each party agrees that it will not raise or assert as a
defense to any obligation under the Lease or make any claim that the Lease is
invalid or unenforceable due to any failure of this document to comply with
ministerial requirements including, but not limited to, requirements for
corporate seals, attestations, witnesses, notarizations, or other similar
requirements, and each party hereby waives the right to assert any such defense.
45. RADON DISCLOSURE: Radon is a naturally occurring radioactive gas
that, when accumulated in the 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 testing may be obtained from your county
public health unit, pursuant to Section 404.056(8), Florida Statues.
46. ADA COMPLIANCE: Landlord shall be responsible to ensure that the
Premises has been designed and constructed in compliance with "The Florida
Building Code" 2001 ED. "N.F.P.A. Life Safety Code 2000". "2001 Florida
Accessibility Code", the Americans with Disabilities Act of 1990, and all other
applicable federal, state and local laws, codes or ordinances.
IN WITNESS WHEREOF, the parties have duly executed this Lease in
counterparts the day and year first above written.
WITNESSES: LANDLORD:
CAMBRIDGE MANAGEMENT ASSOCIATES LIMITED PARTNERSHIP,
a Florida limited
partnership
By: CAMBRIDGE MANAGEMENT
ASSOCIATES, L.L.C., a Florida
limited liability company
Witness
Print Name
By: XXXXXX X. XXXXXXXX
Its: Sole Member
Witness _______________________
Print Name ______________________
Date: ________________________________
WITNESSES:
LESSEE:
NEO-GENOMICS, INC.
Witness
Print Name
By: Xxxxxxx X. Xxxx, M.D.
Its: President
Witness
Print Name_______________________
Date: ________________________________
