Exhibit 10.8
BUSINESS LEASE
THIS LEASE, entered into this 1st day of October 2001 between
Universal Realty Development, Co., of the County of Miami-Dade in the state of
Florida (hereinafter "Lessor or Landlord"), and Americare Health Scan, Inc. of
the County of Miami-Dade in the State of Florida (hereinafter "Lessee or
Tenant"):
WITNESSETH, That Lessor does this day Lease unto Lessee, and Lessee
does hereby hire and take as tenant 20,805 square feet of office, laboratory and
warehouse space located at 00 XX 000xx Xxxxxx, Xxxxx, Xxxxxxx 00000 (hereinafter
the "Premises"), for the term of Five (5) Years, beginning the 1st day of
October 2001, and ending the 30th day of September, 2006, at and for the agreed
annual rental of $221,573, payable $18,463.45 per month. Except as otherwise
stated herein, said payments shall cover all gas, water, sewer, property tax and
electricity charges incurred by Lessor as a result of Lessee's use of the
Premises.
Monthly rental payments shall accrue through December 31, 2001, at which time
all accrued payments ($55,390.55) shall become due and payable. As of December
31, 2001, rent accruals shall cease and Lessee shall commence monthly rental
payments. All payments are to be made to the Lessor on the first day of each and
every month, but no later than the fifth (5th) of the month.
On January 2, 2002, Lessee shall deposit the sum of $20,000 as a security
deposit, which deposit shall be held by Lessor as security for the faithful
performance by Lessee of all of the terms, conditions, covenants, and promises
of this Lease. At the end of the term of this Lease, assuming that Lessee has
faithfully performed all obligations under said Lease, Lessee shall be entitled
to the return of the security deposit or any remaining and outstanding balance,
no later than fifteen (15) days after the expiration of the Lease term.
The following express stipulations and conditions are made a part of this Lease
and are hereby assented to by the Lessee:
ARTICLE I: Lessee shall not assign this Lease, nor sub-let the
Premises or any part thereof, nor use the Premises or any part thereof, nor
permit the Premises or any part thereof to be used for any purpose other than
those connected with the research, development and marketing of diagnostic
tests, drug delivery systems, and related medical research. Lessee shall not
make any alterations or additions to the Premises without the prior written
consent of the Lessor, and any alterations, additions, fixtures or improvements
that may be made by Lessee, except movable office furniture, shall become the
property of Lessor, remain upon the Premises as a part thereof, and be
surrendered with the Premises at the termination of this Lease.
ARTICLE II: All personal property placed in the Premises shall be at
the risk of Lessee or the owner thereof. Lessor shall not be liable for any
damage to said personal property regardless of the cause.
ARTICLE III: Tenant shall promptly execute and comply with all
statutes, ordinances, rules, orders, regulations and requirements of the
Federal, State and Local Governments applicable to the Premises or Tenant's use
thereof.
ARTICLE IV: In the event that the Premises shall be destroyed, or so
damaged by fire or other casualty during the life of this Lease, whereby the
same shall be rendered untenantable, Lessor shall have the right to render the
Premises tenantable by repairs within ninety (90) days. If the Premises are not
rendered tenantable within said time, either party hereto may cancel this Lease.
In the event of such cancellation, rent shall be paid only to the date of such
fire or casualty. The cancellation herein mentioned shall be evidenced in
writing.
ARTICLE V: The prompt payment of rent and faithful observance of the
rules and regulations contained in this Lease are the conditions upon which this
Lease is made and accepted. Any failure on the part of the Lessee to comply with
the terms of this Lease, shall at the option of the Lessor, constitute a
forfeiture of this Lease, and all of the rights of the Lessee hereunder.
Thereupon, the Lessor, its agents or attorneys, shall have the right to enter
the Premises and remove all persons and/or property therefrom without Lessor
being deemed guilty of trespass or becoming liable for any loss or damage that
may be occasioned thereby. Tenant agrees to pay all costs and expenses of
collection, and reasonable attorney's fees, on any part of said rental that may
be collected by an attorney, suit, distress, or foreclosure; and further, in the
event that Tenant fails promptly and fully to perform and comply with each and
every condition and covenant hereunder and the matter is turned over to
Landlord's attorney, Tenant shall pay Landlord a reasonable attorney's fee plus
costs, where necessary, whether suit is instituted or not.
ARTICLE VI: If Lessee shall abandon or vacate the Premises before
the end of the term of this Lease, or shall suffer the rent to be in arrears,
Lessor may, at his option, forthwith cancel this Lease, or he may enter the
Premises as the agent of the Lessee, by force or otherwise, without being liable
in any way therefor, and re-let the Premises with or without any furniture that
may be therein, at such price and upon such terms and for such duration of time
as the Lessor may determine, and receive the rent therefor, applying the same to
the payment of the rent due. If the full rental herein provided shall not be
realized by Lessor over and above the expenses to Lessor in such re-letting,
Lessee shall pay any deficiency, and if more than the full rental is realized
Lessor will pay over to said Lessee the excess.
ARTICLE VII: Lessee hereby pledges and assigns to Lessor all the
furniture, fixtures, goods and chattels of Lessee that shall or may be brought
or put on said Premises as security for the payment of the rent herein reserved.
Lessee further agrees that said lien may be enforced at the election of Lessor.
ARTICLE VIII: Lessor, or any of his agents, shall have the right to
enter the Premises during reasonable hours to examine the same and make such
repairs, additions or alterations as may be deemed necessary for the safety,
comfort, or preservation thereof; or to exhibit the Premises and put or keep
upon the doors or windows thereof a notice "FOR RENT" at any time within thirty
(30) days before the expiration of this Lease. The right of entry shall likewise
exist for the purpose of removing placards, signs, fixtures, alterations, or
additions that do not conform to this Lease, or to the rules and regulations of
the building.
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ARTICLE IX: Lessee hereby accepts the Premises in the condition they
are in at the beginning of this Lease, and agrees to maintain the Premises in
the same condition, order and repair as they are at the commencement of the term
hereof, excepting only reasonable wear and tear arising from the use thereof
under this Lease. Lessee agrees to make good to Lessor immediately upon demand
any damage to water apparatus or electric lights, or any fixture, appliances or
appurtenances of the Premises caused by any act or neglect of Lessee, or of any
person or persons in the employ or under the control of Lessee.
ARTICLE X: It is expressly agreed and understood by and between the
parties to this Lease, that the Landlord shall not be liable for any damage or
injury by water that may be sustained by the Tenant or another person, or for
any other damage or injury resulting from the carelessness, negligence, or
improper conduct on the part of any other Tenant, or by reason of the breakage,
leakage, or obstruction of the water, sewer pipes, or other leakage in or about
the building in which the Premises are located.
ARTICLE XI: If Lessee shall become insolvent, or if bankruptcy
proceedings shall be begun by or against the Lessee, before the end of the term
of this Lease, Lessor is hereby irrevocably authorized at its option, to
forthwith cancel this Lease as for a default. Lessor may elect to accept rent
from such receiver, trustee, or other judicial officer during the term of their
occupancy in their fiduciary capacity without effecting Lessor's rights as
contained in this Lease. No receiver, trustee or other judicial officer shall
ever have any right, title or interest in or to the Premises by virtue of this
Lease.
ARTICLE XII: This Lease shall bind the Lessor and its assigns or
successors, as well as Lessee's heirs, assigns, administrators, legal
representatives, executors or successors as the case may be.
ARTICLE XIII: It is understood and agreed between the parties hereto
that time is of the essence with regard to this Lease, and this applies to all
terms and conditions contained herein
ARTICLE XIV: It is understood and agreed between the parties hereto
that written notice mailed or delivered to the leased Premises shall constitute
sufficient notice to Lessee, and written notice mailed or delivered to Lessor's
office, shall constitute sufficient notice to Lessor to comply with the terms of
this Lease.
ARTICLE XV: The rights of Lessor under the foregoing shall be
cumulative, and failure on the part of Lessor to exercise promptly any rights
given hereunder shall not operate to forfeit any of said rights.
ARTICLE XVI: It is further understood and agreed that any signs or
awnings to be used in connection with the leased Premises shall be first
submitted to the Lessor for written approval before installation of same.
Permits from the municipality must also be obtained.
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ARTICLE XVII: Lessee shall not engage in any activities that cause
damage to the Premises or otherwise utilize toxic substances or dangerous
chemicals, which might be harmful either to the Premises or to licensees or
invitees upon the Premises.
ARTICLE XVIII: Lessee shall keep the exterior of the Premises,
including the parking area located at the Premises, free of trash, debris,
rubbish or merchandise, except to the extent that it is necessary to receive
deliveries of merchandise, in which event Lessee shall make provisions for the
storage of such merchandise within a reasonable period of time. There shall be
no outside storage except as provided herein.
ARTICLE XIX: In the event that Lessee's business activities result
in any damage or impairment to the drainage system of the Premises or the
parking area immediately adjacent thereto, then it shall be the responsibility
of the Lessee to restore and repair such damage promptly and in a satisfactory
manner.
ARTICLE XX: Tenant shall acquire and pay for a liability insurance
policy covering Tenant to occupancy and use the Premises. Said policy shall
reflect liability coverage of not less than $500,000. Tenant shall furnish
Landlord with an endorsement showing Landlord as an additional named insured on
said insurance policy no later than January 4, 2002.
ARTICLE XXI: All payments required under this Lease must be paid by
check drawn on a Florida Bank. All checks returned by the bank and not paid as
shown on its face will be subject to a 5% penalty as provided for by Florida
Law.
ARTICLE XXII: Lessee shall also pay, as additional rent, upon
receipt of the xxxx therefore, its proportionate share of any increases in real
estate taxes, insurance, and assessments over and above the base year of 2000
against the building in which the Premises are located, based upon the total
floor area occupied by Lessee.
ARTICLE XXIII: No holes may be put in the walls or exterior of this
building, including the roof, without Lessor's express written permission.
ARTICLE XXIV: All air conditioning, warehouse doors, and electric
service, wiring, etc., will be delivered in good working order. Same shall be
maintained by the Tenant and returned to the Landlord in the same condition.
ARTICLE XXV: Tenant shall provide adequate pest control for the type
of business being operated.
ARTICLE XXVI: SUBORDINATION, ESTOPPEL AND QUIET ENJOYMENT. This
Lease is and shall be subject and subordinate in all respects to any and all
mortgages and other encumbrances now or hereafter placed upon the land or
building, of which the Premises are a part; and the provision hereof shall be
self-operating.
ARTICLE XXVII: WAIVER OF JURY TRIAL. Lessor and Lessee hereby
knowingly, irrevocably, voluntarily and intentionally waive any right to a trial
by jury in respect of any
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action, proceeding, defense or counterclaim based on this Lease, or arising out
of, under or in connection with this Lease, or any course of conduct, course of
dealing, statements (whether verbal or written) or actions of any party hereto.
IN WITNESS WHEREOF, the parties hereto have hereunto executed this
instrument for the purpose herein expressed, the day and year above written.
Signed, sealed and delivered in the Presence of:
Universal Realty Development Co.
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By: Xxxxx Xxxxxxxxxxx
Secretary
Americare Health Scan, Inc.
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By: Xx. Xxxxxx X. X'Xxxxxx
President
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