(10) Material Contracts
(i) Lease between the Company and Techdyne, Inc. dated August
29, 2000.
LEASE
This Lease Agreement made and entered into this 29TH day of August, 2000,
effective as of September 1, 2000, between MEDICORE, INC., a Florida
corporation with offices at 0000 Xxxx 00xx Xxxxxx, Xxxxxxx, Xxxxxxx 00000,
hereinafter called "Lessor," and TECHDYNE, INC., a Florida corporation with
offices at 0000 Xxxx 00xx Xxxxxx, Xxxxxxx, Xxxxxxx 00000, hereinafter called
"Lessee."
1. Leased Premises. Lessor hereby leases to Lessee, and Lessee hereby
leases from Lessor, the following properties situated and being in the City of
Hialeah, County of Dade, State of Florida: (a) described as that approximately
16,000 square feet comprising all of the space in the building located at 0000
Xxxx 00xx Xxxxxx, Xxxxxxx, Xxxxxxx 00000 used for offices and manufacturing;
and (b) described as that approximately 12,000 square feet comprising all of
the space in the building located at 0000 Xxxx 00xxXxxxxx, Xxxxxxx, Xxxxxxx
00000 used for a warehouse. The two properties described in (a) and (b) are
hereinafter collectively referred to as "Leased Premises."
2. Term. The term of this lease shall be for ten (10) years, commencing
September 1, 2000 and ending August 31, 2010 ("Lease Term").
3. Rent.
3.1 The Lessee shall pay to the Lessor as base rent for the Leased
Premises during the term of this Lease, without notice, demand, counterclaim,
setoff or abatement, the sum of One Hundred Fifty Thousand and 00/100
($150,000.00) Dollars per annum, or Twelve Thousand Five Hundred and 00/100
($12,500.00) Dollars per month, plus Florida sales tax, said rental to be paid
in advance on the first day of each month during the Lease Term.
3.2 Lessee further agrees to pay as additional rent all real estate
taxes, assessments for local, district and special district improvements that
may be assessed against or become a lien upon the Leased Premises or any part
thereof by virtue of any present or future law or regulation of any govern-
mental authority, all services and utility charges for water, gas, fuel, oil
and electricity consumed on the Leased Premises, insurance premiums respecting
the Leased Premises, maintenance, repair and replacement costs to the Leased
Premises and all parking areas, security, the cost, including interest,
amortized over its useful life, of any capital improvement made to the Leased
Premises by Lessor after the date of this Lease which is required under any
governmental law or regulation that was not applicable to the Leased Premises
at the time they were constructed, and the costs, including interest,
amortized over its useful life, of installation of any device or other
equipment which improves the operating efficiency of any system relating to
the Leased Premises. It is the intention of Lessor and Lessee that the rent
herein specified shall be net, net to the Lessor in each year during the
Lease Term; provided, however, that the Lessee shall be under no obligation
to make any payments on any mortgage encumbering the Leased Premises, any
franchises, inheritance or income taxes which are or may become payable by or
which may be imposed against the Lessor, except to the extent Lessor and
Lessee, based on their relationship, file consolidated returns, then Lessee
shall be responsible for such income taxes attributable to it, or against any
rents payable hereunder, or any gift, inheritance, transfer, estate or
succession tax by reason of any present or future law which may be enacted
during the Lease Term. Payment of the real estate taxes, as
part of the additional rent under this Lease, shall be made within fifteen (15)
days after the receipt of the invoice for the same by Lessee.
3.3 All payments to be made to the Lessor as set forth herein shall
be made at the address of Lessor as set forth in Section 23 hereunder, or at
such other place and to such other person as the Lessor may from time to time
designate in writing.
3.4 Other remedies for nonpayment of rent notwithstanding, if the
monthly rental payment is not received by Lessor on or before the tenth day of
the month for which the rent is due, or if any other payment due Lessor by
Lessee is not received by Lessor on or before the tenth day of the month next
following the month in which Lessee was invoiced, a late payment charge of ten
(10%) percent of such past due amount shall become due and payable in addition
to such amounts owed under this Lease. In addition, Lessor shall be entitled
to charge thirty ($30.00) dollars for each check or payment which is not
honored by Lessee's bank. Said charge to be in addition to any other amounts
owed under this Lease.
3.5 If an increase in any insurance premiums paid by Lessor for the
Leased Premises is caused by Lessee's use of the Leased Premises in a manner
other than as set forth in Section 4, or if Lessee vacates the Leased Premises
and causes an increase in such premiums, the lessee shall pay as additional
rent the amount of such increase to Lessor.
4. Use of Premises.
4.1 The Leased Premises shall be used and occupied by the Lessee for
the operation of a light manufacturing facility, offices and warehousing, or
for any other lawful use, which as to the latter is subject to the consent of
the Lessor. The Lessee hereby covenants and agrees to comply with all the
rules and regulations of the Board of Fire Underwriters, Officers or Boards
of the City, County or State having jurisdiction over the Leased Premises,
and with all ordinances and regulations of governmental authorities wherein
the Leased Premises are located, at Lessee's sole cost and expense. Lessee,
at its sole expense, shall obtain all licenses or permits which may be
required for the conduct of its business within the terms of this Lease.
Lessee shall occupy the Leased Premises, conduct its business, and control its
agents, employees, invitees and visitors in such a manner as is lawful,
reputable, and will not create a nuisance. Lessor shall neither permit any
waste on the Leased Premises nor allow the Leased Premises to be used in any
way which would, in the opinion of the Lessor, be extra hazardous on account
of fire or which would in any way increase or render void the fire insurance
on the Leased Premises.
5. Hazardous Waste. The term "Hazardous Substances" as used in this
Lease shall mean pollutants, contaminants, toxic or hazardous wastes, or any
other substances, the use and/or the removal of which is required or the use
of which is restricted, prohibited or penalized by any "Environmental Law,"
which term shall mean any federal, state or local law, ordinance or other
statute of a governmental or quasi-governmental authority relating to
pollution or protection of the environment. Lessee hereby agrees that (i) no
activity will be conducted on the Leased Premises that will produce any
Hazardous Substance, except for such activities that are part of the ordinary
course of Lessee's business activities (the "Permitted Activities"), provided
said Permitted Activities are conducted in accordance with all Environmental
Laws; Lessee shall be responsible for obtaining any required permits and paying
any fees and providing any testing required by any governmental agency; (ii)
the Leased Premises will not be used in any manner for the storage of any
Hazardous Substances, except for the temporary storage of such materials that
are used in the ordinary course of Lessee's business (the "Permitted
Materials"), provided such Permitted Materials are properly stored in a manner
and location meeting all Environmental Laws; Lessee shall be responsible for
obtaining any required permits and paying any fees and providing any testing
required by any governmental agency; (iii) no portion of the Leased Premises
will be used as a
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landfill or a dump; (iv) Lessee will not install any underground or above
ground tanks of any type; (v) Lessee will not allow any surface or subsurface
conditions to exist or come into existence that constitute, or with the
passage of time may constitute, a public or private nuisance; (vi) Lessee will
not permit any Hazardous Substances to be brought onto the Leased Premises,
except for the Permitted Materials described below, and if so brought or found
located thereon, the same shall be immediately removed, with proper disposal,
and all required cleanup procedures shall be diligently undertaken pursuant to
all Environmental Laws. Lessor or Lessor's representative shall have the right
but not the obligation to enter the Premises for the purpose of inspecting the
storage, use and disposal of Permitted Materials to ensure compliance with all
Environmental Laws. Should it be determined, in Lessor's sole opinion, that
said Permitted Materials are being improperly stored, used, or disposed of,
then Lessee shall immediately take such corrective action as required by
Lessor. Should Lessee fail to take such corrective action within 24 hours,
Lessor shall have the right to perform such work, and Lessee shall promptly
reimburse Lessor for any and all costs associated with said work. If at any
time during or after the term of the Lease, the Leased Premises is found to be
so contaminated or subject to said conditions, Lessee shall diligently
institute proper and thorough cleanup procedures at Lessee's sole cost. Before
taking any action to comply with hazardous material laws or to clean up
hazardous materials contaminating the Leased Premises, Lessee shall submit to
Lessor a plan of action, including any and all plans and documents required by
any hazardous material law to be submitted to a governmental authority
(collectively, a "plan of action"). Before Lessee begins the actions
necessary to comply with hazardous material laws or to clean up contamination
from hazardous materials, Lessor shall have (1) approved the nature, scope and
timing of the plan of action, and (2) approved any and all covenants and
agreements to effect the plan of action. Lessee agrees to indemnify and hold
Lessor harmless from all claims, demands, actions, liabilities, costs,
expenses, damages and obligations of any nature arising from or as a result of
the use of the Leased Premises by Lessee. The foregoing indemnification and
the responsibilities of Lessee shall survive the termination or expiration of
this Lease.
6. Alterations. During the Lease Term, Lessee may, at its own expense,
make such alterations, improvements, additions, and changes to the Leased
Premises as it may deem necessary or expedient for its operations; provided
Lessee first obtains the prior written consent of the Lessor, and provided
further that Lessee, subject to Section 8 of this Lease, shall not tear down
or materially demolish any of the improvements on the Leased Premises, or make
any material change or alteration in such improvements which, when completed,
would substantially diminish the value of the Leased Premises. Lessee shall
not make any change in or alteration to the Leased Premises which would
violate the terms of any policy or insurance in force with respect to the
Leased Premises.
7. Covenant Against Liens. It is expressly covenanted and agreed by and
between the parties that nothing in this Lease shall authorize Lessee to do any
act which shall in any way encumber the title of the Lessor in and to said
Leased Premises, nor shall the interest or estate of the Lessor therein be in
anyway subject to any claim by way of lien or encumbrance, whether claimed by
operation of law or by virtue of any express or implied contract, by said
Lessee. Lessee covenants and agrees to keep the Leased Premises free and clear
of any and all claims for mechanics' and materialmen's liens and other liens
caused to be imposed on the Leased Premises by acts of the Lessee, and to save
and hold harmless the Lessor against losses or damages resulting from any and
all such claims. Lessee shall have the right at all times, and at its own
expense, to contest and defend on behalf of Lessor and Lessee any action
invoking such claims or liens. In any event, if any such lien is attached to
the Leased Premises then, in addition to any other right or remedy of the
Lessor, Lessor may, but shall not be obligated to, obtain the release or
otherwise discharge the same. Any amount paid by the Lessor for any of the
aforesaid purposes shall be paid by Lessee to Lessor, or deemed as additional
rent.
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8. Reversion of Improvements to Lessor. During the Lease Term and upon
the expiration thereof, improvements made upon the Leased Premises by Lessee
shall be the property of Lessor, except any improvements constructed by Lessee
that may be removed without any damage to the Leased Premises. Further,
Lessee shall have the right and privilege of erecting, installing or placing
equipment or other fixtures in the Leased Premises, and shall further have the
right and privilege of removing all personal property, including but not
limited to removable furniture, trade fixtures, machines and other equipment
installed at the Leased Premises at the expiration or termination of the Lease.
9. Insurance.
9.1 Lessee shall, at Lessee's cost and expense, for the mutual benefit
of the Lessor and Lessee, carry comprehensive general liability insurance,
including personal injury occurring upon, in or about the Leased Premises,
including the conduct and operation of Lessee's business in the Leased
Premises, such insurance to afford protection in the amount of Two Million
($2,000,000) Dollars combined single limit, said policy to name the Lessor as
an additional insured, and shall provide for thirty (30) days notice to Lessor
prior to any cancellation of such policies.
9.2 Lessee shall, at its own cost and expense, keep the Leased
Premises insured against loss or damage by fire or other casualty, including
vandalism, malicious mischief, and sprinkler leakage, insured against under
the usual extended coverage endorsement available in the State of Florida by
insurance policies equal to at least the replacement cost of the Leased
Premises; and, in addition to and not limited to the foregoing, carry such
fire and other usual and available insurance and in such amounts up to the
amount of any mortgage then existing on the Leased Premises as may from time
to time be required by the holders of any mortgage or mortgages on the fee,
or leasehold, including but not by way of limitation, extended coverage if
required by such holders.
9.3 All insurance carried by Lessee as required by this Section 9
shall be carried in favor of Lessor and Lessee, as their respective
interests may appear, and shall, whenever appropriate, and if requested by
Lessor, include the interest of the holders of any mortgages on the fee or
leasehold. Such insurance shall be in such form and issued by such companies
as shall be satisfactory to any institutional mortgagee of the Leased Premises.
9.4 Lessee shall at all times during the Lease Term maintain a policy
or policies of insurance issued by and binding upon some solvent insurance
company, insuring the Leased Premises against all risk of direct physical loss
in an amount equal to the full replacement cost of the building structure and
its improvements as of the date of the loss; and Lessor shall not be obligated
in any way or manner to insure any of the Leased Premises or any personal
property (including, but not limited to, any furniture, machinery, goods or
supplies) of Lessee upon or within the Leased Premises, any fixtures installed
or paid for by Lessee upon or within the Leased Premises, or any improvements
which Lessee may construct on the Leased Premises. Any such policies as
provided for in Sections 9.2 and 9.3 are to name the Lessor as an additional
insured, and shall provide for thirty (30) days notice to Lessor prior to any
cancellation of such policies.
9.5 Lessee shall procure policies for all insurance required by this
Section 9 for periods of not less than one year, and shall deliver to Lessor
such policies with evidence of the payment of premiums thereon, and shall
procure renewals thereof from time to time, at least ten days before the
expiration thereof. If Lessee shall fail to pay the premiums or obtain
insurance coverage or renewals for such policies as they come due, Lessor may
pay such premiums or obtain such insurance coverages or renewals and charge
the cost thereof to Lessee as additional rent, which shall be paid to Lessor
on the next rent day. Lessee shall furnish to Lessor certificates evidencing
such policies upon execution of this Lease.
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9.6 Lessor is to be free from all liability and claim for damages by
reason of any injury to any person or persons, including Lessee, or property
of any kind whatsoever, and to whomsoever belonging, arising from injury
wholly or in part by any act or omission of the Lessee, its employees,
customers or invitees occurring on or about the Leased Premises during the
Lease Term, or caused by improvements on the Leased Premises becoming out of
repair, the failure or cessation of any service provided by the Lessor, or
caused by leakage of gas, oil, water or steam, or by electricity emanating
from the Leased Premises. Lessee covenants and agrees to defend, indemnify
and save harmless Lessor from all such liability, loss, costs, attorney's fees
and obligations on account of or arising out of any injuries or losses, however
occurring, arising from any act or omission of the Lessee and as contemplated
by this Section 9.6. In the event of the failure of the Lessee to so defend,
Lessor may, at the cost and expense of Lessee, and upon prior twenty (20) days
written notice to Lessee, defend any and all suits or actions for which Lessor
is named and Lessee has liability as contemplated in this Section 9.6, and
Lessee will satisfy and pay any and all judgments that may be recovered against
Lessor in such actions as contemplated herein.
10. Maintenance and Repair.
10.1 Lessee accepts the Leased Premises in its present as-is condition
as of the date hereof, subject to all recorded matters, laws, ordinances, and
governmental regulations and orders. Lessee acknowledges that neither Lessor
nor any agent of Lessor has made any warranty or representation of any kind,
either express or implied, as to the condition of the Leased Premises or the
suitability of the Leased Premises for Lessee's intended use. The taking of
possession of the Leased Premises by Lessee shall be conclusive evidence, as
against Lessee, that Lessee accepts the Leased Premises, and that the Leased
Premises were in good and satisfactory condition at the time such possession
was so taken.
10.2 Lessor shall not be required to make any improvements, replace-
ments or repairs of any kind or character to the Leased Premises during the
Lease Term, except as set forth in this Section 10. Lessor, at its own
expense, shall be responsible for the good condition and for all maintenance
and repair of the exterior structure and foundation of the Leased Premises,
including but not limited to landscaping, paving and structural components
(excluding windows, window glass, plate glass, and doors and surface of
walls), so that the same shall be kept in good and substantial repair and
condition, but exclusive of the roof, which shall be the responsibility of
the Lessee. Lessor shall not be liable to Lessee, except as expressly
provided in this Lease, for any damage or inconvenience, and the Lessee shall
not be entitled to any abatement or reduction of rent by reason of any
repairs, alterations or additions made by Lessor under this Lease. Nothing
contained herein shall entitle Lessee to make any repairs, alterations or
additions to the Leased Premises at Lessor's expense, or to terminate the
Lease based on the physical conditions of the Leased Premises.
10.3 Lessee shall be responsible for, at its sole cost and expense,
the maintenance, repair and replacement of all parts of the Leased Premises,
including, but not limited to, heating, ventilating, air conditioning,
plumbing, security and electrical systems of and servicing the Leased
Premises, down spouts, fire sprinkler systems, dock bumpers, lawn main-
tenance, pest control and extermination, removal of trash and garbage,
janitorial services and cleaning the parking lot, and all utility charges
for the Leased Premises. Lessee shall be responsible, at its sole expense,
to keep, repair and maintain all other portions of the Leased Premises,
other than the exterior structure and foundation, in good and sanitary order,
condition and repair, reasonable wear and tear and damage by accidental fire
or other casualty excepted. Lessee shall repair and pay for any damage
caused by an act or omission of Lessee or Lessee's agents, employees,
invitees, licensees or visitors. If Lessee fails to make the repairs or
replacements promptly as required herein, Lessor may, at its option, make the
repairs and replacements,
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and the costs of such repairs and replacements shall be charged to the Lessee
as additional rent, and shall become due and payable by Lessee within 10 days
from receipt of Lessor's invoice.
10.4 Lessor agrees to cause to have furnished to the Leased Premises gas,
water, electricity and other utilities suitable for the intended use for light
manufacturing, general offices, and warehousing, provided that Lessor shall not
be responsible for any interruption of such services caused by any utility
company or governmental regulatory agency supplying the same, or any events
beyond its control.
10.5 No waste, damage or injury to the Leased Premises shall be committed,
and at the end of the Lease Term, the Leased Premises shall be restored to the
same condition in which it was at the commencement of the Lease Term, and the
cost of said restoration shall be paid by Lessee, which cost shall be treated
as additional rent due and owing under the terms of this Lease. This Section
10.5 is subject to the exceptions of ordinary wear and tear, and unavoidable
damage by fire, elements, casualty, or other cause or happening not due to
Lessee's negligence.
10.6 All requests for repairs or maintenance that are the responsibility
of Lessor pursuant to any provision of this Lease must be made in writing to
Lessor at the address in the preamble, and delivered pursuant to Section 23.
Lessor shall have a reasonable time, but in no event more than 60 days, to
begin such repairs or maintenance, and shall have a reasonable time within
which to perform such repairs or maintenance after they have begun.
11. Inspection. With reasonable notice to Lessee, except in bona fide
emergencies, Lessor or its authorized agents shall at any and all reasonable
times have the right to enter the Leased Premises to inspect the same, conduct
tests, environmental audits, or other procedures to determine Lessee's
compliance with the terms; to supply any service to be provided by Lessor, to
show the Leased Premises to prospective purchasers, lessees or mortgagees; to
alter, improve or repair the Leased Premises or for any other purpose Lessor
deems necessary. LESSEE HEREBY WAIVES ANY CLAIM FOR DAMAGES FOR INJURY OR
INCONVENIENCE TO OR INTERFERENCE WITH LESSEE'S BUSINESS, ANY LOSS OF OCCUPANCY
OR USE OF THE LEASED PREMISES, AND ANY OTHER LOSS OCCASIONED THEREBY, INCLUDING
CLAIMS RESULTING FROM THE NEGLIGENCE OF LESSOR. Lessor shall at all times have
and retain a key with which to unlock all of the doors in, upon and about the
Leased Premises. Lessee shall not change Lessor's lock system, or in any other
manner prohibit Lessor from entering the Leased Premises. Lessor shall have
the right to use any and all means which Lessor may deem proper to open any
door in an emergency without liability therefor. During the final one hundred
fifty days of the Lease Term, Lessor or its authorized agents shall have the
right to erect or maintain on or about the Leased Premises customary signs
advertising the Leased Premises for lease or sale.
12. Signs. Lessee shall have the right to place such business signs,
whether electric or other artistic signs, upon or within the Leased Premises,
provided, however, that the Lessee shall comply in all respects with any
governmental agency orders, regulations or ordinances with respect to the
placement of all of said signs. At the termination of the Lease, Lessee
shall, at its sole cost and expense, remove all such signs, and repair any
damage to the Leased Premises as a result of such removal.
13. Subleasing and Assignment.
13.1 The Lessee shall not assign this Lease, nor sublet the Leased
Premises or any part thereof, nor permit anyone other than Lessee to occupy
the Leased Premises or any part thereof, except with the prior written
approval of the Lessor. Lessee may sublet all or a portion of the Leased
Premises to a wholly-owned subsidiary or division of the Lessee. In the
event of any assignment or subletting, or
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other occupancy through and by the Lessee, then Lessee shall remain liable to
the Lessor for the performance of all obligations imposed on Lessee hereunder.
13.2 Lessor shall have the right to sell, transfer or assign, in whole or
in part, its rights and obligations under this Lease and in the Leased
Premises. Any such sale, transfer or assignment shall operate to release
Lessor from any and all liabilities under this Lease arising after the date
of such sale, assignment or transfer.
14. Casualty.
14.1 If the Leased Premises are damaged by fire, earthquake, or other
casualty other than caused by the acts or omissions of the Lessee or Lessee's
employees, agents, invitees or customers, to the extent that the ordinary
business of the Lessee cannot reasonably be conducted therein, and if such
damage cannot be or is not, within reasonable diligence, repaired by the
Lessor within ninety (90) days from the happening of the injury, then either
Lessor or Lessee shall have the option of terminating this Lease by written
notice delivered to the other party within thirty (30) days following the
happening of said injury. If either Lessor or Lessee elects to terminate
this Lease as aforesaid, Lessee shall immediately vacate and surrender
possession of the Leased Premises to Lessor; provided, however, that if the
Lessor elects to terminate the Lease and damage to the Leased Premises is not
in excess of twenty-five (25%) percent, Lessee has the option to make repairs
and deduct costs of such repairs from rental payments, or otherwise be
reimbursed by the Lessor for such repairs, and Lessee shall not have to vacate
the Leased Premises. If neither Lessee nor Lessor elects to terminate this
Lease, or if the Leased Premises are not damaged to the extent that the damage
unreasonably interferes with the conduct of the Lessee's ordinary business,
Lessor shall proceed with said repairs with all reasonable diligence.
14.2 If the damage and repairs to the Leased Premises do not unrea-
sonably interfere with the business being conducted by the Lessee, there shall
be no reduction in rent. In all other events, the rent shall be proportion-
ately abated to the degree that Lessee's use of the Leased Premises is impaired
by the damages to the Leased Premises. Should the damage to the Leased
Premises be so extensive as to render the Leased Premises untenable, and both
parties elect not to terminate the Lease, then rent payments hereunder shall
cease until the Leased Premises shall be repaired by the Lessor.
14.3 Nothing in this Lease shall make Lessor liable to repair or
rebuild Lessee's furniture, fixtures or personal property, nor shall Lessor be
liable for any compensation or damage by reason of such interruption of
Lessee's business through any such casualty, destruction or damage, or arising
from the necessity of repairing any portion of the Leased Premises affected by
such damage.
14.4 Proceeds from insurance on the Leased Premises and for improve-
ments and betterments in the Leased Premises shall be paid to the Lessor upon
the occurrence of any loss for repair of the Leased Premises, or if this Lease
is terminated in accordance with the terms of this Section 14, shall be used
for whatever purpose the Lessor shall determine, except that if the damage to
the Leased Premises is not in excess of twenty-five (25%) percent, and the
Lessee elects to make the repairs, the insurance proceeds attributable to those
repairs shall be paid to the Lessee. No losses shall be adjusted without the
approval of Lessor.
14.5 If the destruction or casualty was caused by an act or omission
of the Lessee, its employees, agents or invitees, Lessee shall pay to the
Lessor the difference between the actual cost of rebuilding or repairing the
Leased Premises and any insurance proceeds received by the Lessor.
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15. Condemnation. If any part of the Leased Premises should be taken or
condemned for a public or quasi-public use under any governmental laws,
ordinance or regulation, or by right of eminent domain or by purchase in lieu
thereof (collectively "Condemnation"), and a part thereof remains which is
susceptible for the use intended hereunder, this Lease shall, as to the part
so taken, terminate as of the date title shall vest in the condemnor, and the
rent payable hereunder shall be adjusted so that the Lessee shall be required
to pay, for the remainder of the Lease Term, only such portion of such rent as
the value of the part remaining after the Condemnation bears to the value of
the entire Leased Premises at the date of Condemnation. If all the Leased
Premises, or such part thereof, be taken or Condemned so that there does not
remain a portion susceptible for occupation hereunder, this Lease shall
thereupon terminate. Whether or not a portion of the Leased Premises is
susceptible for the use intended shall be determined by arbitration if the
parties cannot otherwise agree on said portion. If a part or all of the
Leased Premises be taken or Condemned, all compensation awarded upon such
Condemnation or taking shall go to the Lessor and the Lessee shall have no
claim thereto.
16. Ingress and Egress. The Lessee, its agents, employees, invitees and
customers shall have the rights of ingress and egress to and from the Leased
Premises, including but not limited to ingress and egress over the streets,
alley, sidewalks, driveways or public ways adjoining or common areas within
the Leased Premises.
17. Default by Lessee.
17.1 The following shall be deemed to be events of default by Lessee
under this Lease:
(a) Lessee shall fail to pay when due any installment of rent or
any other payment required pursuant to this Lease;
(b) Lessee shall abandon any substantial portion of the Leased
Premises;
(c) Lessee shall fail to comply with any term provision or
covenant of this Lease, other than the payment of rent;
(d) Lessee shall file a petition or be adjudged bankrupt or
insolvent under any applicable federal or state bankruptcy or insolvency law,
or admit that it cannot meet its financial obligations as they become due; or
a receiver or trustee shall be appointed for all or substantially all of the
assets of Lessee; or Lessee shall make a transfer in fraud of creditors or
shall make an assignment for the benefit of creditors; or
(e) Lessee shall do or permit to be done any act which results
in a lien being filed against the Leased Premises.
17.2 Upon the occurrence of any event of default set forth in this
Lease, Lessor shall have the option to pursue any one or more of the remedies
set forth herein without any notice or demand.
(1) Without declaring the Lease terminated, Lessor may enter
upon and take possession of the Leased Premises, by picking or changing locks
if necessary, and lock out, expel or remove Lessee and any other person who
may be occupying all or any part of the Leased Premises without being liable
for any claim for damages, and relet the Leased Premises on behalf of Lessee,
and receive the rent directly by reason of the reletting. Lessee agrees to
pay Lessor on demand any deficiency that may arise by reason of any reletting
of the Leased Premises; further, Lessee agrees to reimburse
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Lessor for any expenditures made by it in order to relet the Leased Premises,
including, but not limited to, remodeling and repair costs.
(2) Without declaring the Lease terminated, Lessor may enter
upon the Leased Premises, by picking or changing locks if necessary, without
being liable for any claim for damages, and do whatever Lessee is obligated
to do under the terms of this Lease. Lessee agrees to reimburse Lessor on
demand for any expenses which Lessor may incur in effecting compliance with
Lessee's obligations under this Lease; further, Lessee agrees that Lessor
shall not be liable for any damages resulting to Lessee from effecting
compliance with Lessee's obligations under this Lease caused by the negli-
gence of Lessor or otherwise.
(3) Lessor may terminate this Lease, in which event Lessee shall
immediately surrender the Leased premises to Lessor, and if Lessee fails to
surrender the Leased Premises, Lessor may, without prejudice to any other
remedy which it may have for possession or arrearages in rent, enter upon
and take possession of the Leased Premises, by picking or changing locks if
necessary, and lock out, expel or remove Leasee and any other person who may
be occupying all or any part of the Leased Premises, without being liable for
any claim for damages. Lessee agrees to pay on demand the amount of all loss
and damage which Lessor may suffer by reason of the termination of this Lease
under this Section, including without limitation, loss and damage due to
failure of Lessee to maintain and/or repair the Leased Premises as required
hereunder and/or due to the inability to relet the Leased Premises on
satisfactory terms or otherwise. In addition, upon termination the Lessor
may collect from Lessee the value of all future rentals required to be paid
under this Lease from the date lessor terminates the Lease until the original
termination date, discounted to present value using a discount rate of six
(6%) percent, less the reasonable market value of the Leased Premises in the
specific area in which the Leased Premises are located on the date of
termination. Notwithstanding anything contained in this Lease to the
contrary, this Lease may be terminated by Lessor only by mailing or
delivering written notice of such termination to Lessee, and no other act or
omission of Lessor shall be construed as a termination of this Lease.
(4) in the event that Lessor exercises its remedy to lock out
Lessee in accordance with any provision of this Lease, Lessee agrees that no
notice shall be required to be posted by Lessor on any door to the Leased
Premises (or elsewhere) disclosing the reason for such action, or any other
information, and Lessor shall not be obligated to provide a key to the changed
lock to Lessee unless Lessee shall have first:
(i) brought current all payments due to Lessor under the
Lease (unless Lessor has permanently repossessed the Leased Premises or
terminated this Lease, in which event payment of all past due amounts shall
not obligate Lessor to provide a key);
(ii) fully cured and remedied to Lessor's satisfaction all
other defaults of Lessee under this Lease (unless Lessee has abandoned or
vacated the Leased Premises, in which event Lessor shall not be obligated to
provide the new key to Lessee under any circumstances), and;
(iii) provided Lessor with additional security deposit and
assurances satisfactory to Lessor that Lessee intends to and is able to meet
and comply with its future obligations under this Lease, both monetary and
nonmonetary. Lessor may, upon written request by Lessee, at Lessor's
convenience and upon Lessee's execution and delivery of such waivers and
indemnifications as Lessor may require, at Lessor's option, either:
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(a) escort Lessee or its specifically authorized
employees or agents to the Leased Premises to retrieve personal belongings of
Lessee's employees and property of Lessee that is not subject to a security
interest provided in this Lease, or
(b) obtain from Lessee a list of such property and
arrange for such items to be removed from the Leased Premises and make avail-
able to Lessee at such place at such time as Lessor may designate, provided,
however, that if Lessor elects option (b), then Lessee shall be required to
pay in cash in advance to Lessor the estimated cost that Lessor may incur upon
moving and storage charges theretofore incurred by Lessor with respect to such
property. THE PROVISIONS OF THIS ARTICLE ARE INTENDED TO OVERRIDE AND
SUPERSEDE ANY CONFLICTING PROVISIONS OF THE FLORIDA PROPERTY CODE AND ANY
AMENDMENTS OR SUCCESSOR STATUTES THERETO, AND OF ANY OTHER LAW, TO THE MAXIMUM
EXTENT PERMITTED BY THE LAW.
(5) In the event Lessor exercises any of its rights provided
herein and Lessee subsequently cures such default, Lessor shall be entitled to
receive a service charge of $500.00 from the Lessee for its time and expense,
in addition to any other amounts owed hereunder, prior to allowing the Lessee
to reenter and reoccupy the Leased Premises.
18. Lessor's Liability. If Lessor shall be in default under this Lease,
and if as a consequence of such default, Lessee shall receive a money judgment
against Lessor, such judgment shall be satisfied only out of the right, title
and interest of Lessor in the Leased Premises, as the same may then be
encumbered, and neither Lessor nor any person or entity comprising Lessor
shall be liable for any deficiency. In no event shall Lessee have the right
to levy execution against any property of Lessor, nor any person or entity
comprising Lessor, other than its contract in the Leased Premises as herein
expressly provided.
19. Remedies Cumulative - Waiver Not To Be Inferred.
19.1 No remedy herein or otherwise conferred upon or reserved to the
Lessor or Lessee shall be considered exclusive of any other remedy, but the
same shall be cumulative, and shall be in addition to every other remedy
given hereunder, or now or hereafter existing at law or in equity or by
statute; and every power and remedy given by this Lease to the Lessor or the
Lessee may be exercised from time to time and as often as occasion may arise
or as may be deemed expedient.
19.2 No waiver of any breach of any of the covenants of this Lease or
of any event of default shall be construed, taken or held to be a waiver of any
other breach or event of default, or waiver of, acquiescence in, or consent to
any further or succeeding breach of the same covenant or event of default.
19.3 Failure of Lessor to declare an event of default immediately upon
its occurrence, or delay in taking any action in connection with an event of
default, shall not constitute a waiver of the default, but Lessor shall have
the right to declare the default at any time and take such action as is lawful
or authorized under the Lease.
20. Quiet Enjoyment. Lessor warrants that the Lessee, upon payment of the
rents herein reserved and upon the performance of all the terms of this Lease,
shall at all times during the Lease Term, quietly and peaceably have, hold,
occupy, enjoy and use the Leased Premises without interruption by or
disturbance from Lessor.
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21. Surrender of Premises Upon Expiration of Term. Upon the expiration
of the Lease Term, or its earlier termination in accordance with the terms
and conditions hereof, and subject to Sections 8 and 10.5, the Lessee will
forthwith surrender and deliver the said Leased Premises to the Lessor in
good order, reasonable use, ordinary decay, wear and tear, and damage by fire
or other unavoidable casualty excepted.
22. Subordination.
22.1 The rights and interests of Lessee under this Lease shall be
subject and subordinate to any mortgage that may be placed upon the Leased
Premises, and to any and all advances to be made thereunder, and to the
interest thereon, and all renewals, replacements and extensions thereof.
Whether this Lease is dated prior to or subsequent to the date of said
mortgage, Lessee shall execute and deliver whatever instruments may be
required for such purposes, and in the event Lessee fails to do so within
ten (10) days after demand in writing, Lessee does hereby make, constitute
and irrevocably appoint Lessor as its attorney-in-fact and in its name,
place and stead to do so. If the interest of Lessor under this Lease shall
be transferred by reason of foreclosure or other proceedings for enforcement
of any first mortgage or deed of trust on the Leased Premises, Lessee shall
be bound to the transferee (sometimes called the "Purchaser") at the option
of the Purchaser, under the terms, covenants and conditions of this Lease
for the balance of the Lease Term remaining, including any extensions, with
the same force and effect as if the Purchaser were the Lessor under this
Lease, and, if required by the Purchaser, Lessee agrees to attorn to the
Purchaser, including the first mortgagee under any such mortgage if it be
the Purchaser, as its Lessor.
22.2 Lessee agrees to furnish, from time to time, within five days
after receipt of a request from Lessor, Lessor's mortgagee, or any potential
purchaser of the Leased Premises, a statement certifying, if applicable, the
following: Lessee is in possession of the Leased Premises; the Leased
Premises are acceptable; the Lease is in full force and effect; the Lease is
unmodified; Lessee claims no present charge, lien, or claim of offset against
rent; the rent is paid for the current month, but is not prepaid for more
than one month, and will not be prepaid for more than one month in advance;
there is no existing default by reason of some act or omission by Lessor; and
such other matter as may be reasonably required by Lessor or Lessor's
mortgagee or any potential purchaser. Lessee's failure to deliver such
statement, in addition to being a default under this Lease, shall be deemed
to establish conclusively that this Lease is in full force and effect except
as declared by Lessor, that Lessor is not in default of any of its obligations
under this Lease, and that Lessor has not received more than one month's rent
in advance. Any notice and cure provisions set forth in any other part of
this Lease shall not apply to a default of this Section 22.2.
23. Notice. In every case where, under any of the provisions of this
Lease, or in the opinion of either the Lessor or Lessee, or otherwise, it
shall or may become necessary or desirable to make, give, serve or deliver
any declaration, demand or notice of any kind or character, or for any
purpose whatsoever, it shall be sufficient to send or cause to be sent a copy
of any such declaration, demand or notice by United States registered or
certified mail, return receipt requested, postage prepaid, properly addressed
to the Lessor at 0000 Xxxx 00xx Xxxxxx, Xxxxxxx, Xxxxxxx 00000, and to the
Lessee at 0000 Xxxx 00xx Xxxxxx, Xxxxxxx, Xxxxxxx 00000, or at such other
address as either party may hereafter furnish to the other party, in writing,
for the declared and express purpose of receiving notices. In no event shall
notice by facsimile transmission be proper notice under the terms of this
Lease.
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24. Amendment. No provision of this Lease may be amended or added to
except by an agreement in writing, signed by the parties or their respective
successors in interest.
25. Binding on Successors. This Lease shall be binding upon the Lessor
and Lessee and their respective assigns, successors, heirs, administrators,
legal or personal representatives, or executors, as the case may be. It is
hereby consented and agreed should Lessor's interest in the Leased Premises
cease to exist for any reason during the Lease Term, then notwithstanding the
happening of such event, this Lease shall nevertheless remain uninterrupted
and in full force and effect, and Lessee hereunder agrees to attorn to the
then owner of the Leased Premises.
26. Holding Over. In the event that Lessee does not vacate the Leased
Premises upon the expiration or termination of this Lease, Lessee shall be a
tenant at will for the holdover period, and all of the terms and provisions
of this Lease shall be applicable during that period, except that Lessee shall
pay Lessor as base rental for the period of such holdover an amount equal to
one and one-half times the base rent which would have been payable by Lessee
had the holdover period been a part of the original term of this Lease.
Lessee agrees to vacate and deliver the Leased Premises to Lessor immediately
upon Lessee's receipt of notice from Lessor to vacate. The rental payable
during the holdover period shall be payable to Lessor on demand. No holding
over by Lessee, whether with or without the consent of Lessor, and
notwithstanding receipt by Lessee of an invoice from Lessor for holdover
rent, shall operate to extend the Lease Term.
27. Miscellaneous.
27.1 This Lease shall be governed by and construed pursuant to the
laws of the State of Florida.
27.2 Lessor shall not be required to perform any covenant or
obligation in this Lease, or be liable in damages to Lessee, so long as the
performance or non-performance of the covenant or obligation is delayed,
caused or prevented by an act of G-d, force majeure, or by Lessee.
27.3 In the event Lessee defaults in the performance of any of the
terms, covenants, agreements or conditions contained in this Lease, and
Lessor places in the hands of an attorney the enforcement of all or any part
of this Lease, the collection of any rent due or to become due, or recovery
of the possession of the Leased Premises, Lessee agrees to pay Lessor's costs
of collection, including reasonable attorneys' fees for the services of the
attorney, whether suit is actually filed or not.
27.4 The captions 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 any section.
27.5 If Lessee executes this Lease as a corporation, each of the
persons executing this Lease on behalf of Lessee does hereby personally
represent and warrant that Lessee is a duly authorized and existing corpora-
tion, that Lessee is qualified to do business in the state in which the
Leased Premises are located, that the corporation has full right and authority
to enter into this lease, and that each person signing on behalf of the
corporation is authorized to do so.
27.6 If any provision of this Lease or the application thereof to
any person or circumstance shall be invalid or unenforceable to any extent,
the remainder of this Lease and the application of such provisions to other
persons or circumstances shall not be affected thereby, and shall be enforced
to the greatest extent permitted by law.
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27.7 Lessee shall not record this Lease without the prior written
consent of Lessor.
27.8 This Lease may be executed in two or more counterparts, and it
shall not be necessary that any one of the counterparts be executed by all
of the parties hereto. Each fully or partially executed counterpart shall
be deemed an original, but all such counterparts taken together shall
constitute but one and the same instrument.
27.9 It is expressly agreed by Lessee, as a material consideration
for the execution of this Lease, that this Lease is the entire agreement of
the parties, that there are, and were, no verbal representations, warranties,
understandings, stipulations, agreements or promises pertaining to this Lease.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
as of the day and year first above written.
MEDICORE, INC., Lessor
/s/ Xxxxxx X. Xxxxxxxx
By:----------------------------------
XXXXXX X. XXXXXXXX, President
TECHDYNE, INC., Lessee
/s/ Xxxxx Xxxxxx
By:----------------------------------
XXXXX XXXXXX, President
State of Florida, County of Miami - Dade
The foregoing instrument was
acknowledged before me this 29th day
of August, 2000, by Xxxxx Xxxxxx,
personally known.
/s/ Xxxxxx X. Xxxxxxx
---------------------------------------
MY COMMISSION #CC939315 EXPIRES
August 14, 2004
BONDED THRU XXXX XXXX INSURANCE, INC.
