EXHIBIT 10.11
LEASE
THIS LEASE made at Alachua, Florida on the 14 day of JUNE, 1999, between
FIRST STREET GROUP, L.C., a Florida limited liability company, whose address is
0000 Xxxxx Xxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxx 00000, hereinafter called the
"Landlord", and REGENERATION TECHNOLOGIES, INC., a Florida corporation, whose
address is Xxx Xxxxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxx 00000, hereinafter called the
"Tenant."
WITNESSETH:
ARTICLE I
PREMISES
Landlord, in consideration of the rents to be paid and the covenants and
agreements to be performed and observed by Tenant, does hereby lease unto
Tenant, and Tenant does hereby lease and take from Landlord, for Tenant's
exclusive use, certain real property located at 00000 Xxxxxx Xxxxxx Xxxx
Xxxxxxxxx, Xxxxxxx, Xxxxxxx 00000, (referred to as the "Premises"), as further
described on Exhibit "A" attached hereto.
ARTICLE II
TERM
The term of this lease shall begin on five (5) days from completion of the
leasehold improvements, (the "Commencement Date"), and shall continue for three
years thereafter, subject to one (1) one-year option.
Provided Tenant is not in default hereunder, Tenant shall have one (1)
one-year option beginning on the last day of the lease, subject to the terms and
conditions contained herein. Said option shall be exercised by delivery of
written notice to the Landlord prior to ninety (90) days before the expiration
of the then current lease period. If Tenant fails to deliver its written notice
of intent to exercise said option prior to ninety (90) days before the
expiration of the then current Lease period, Tenant shall have waived its right
to said option. Base Rent during the option term shall be increased to $5,200.00
ARTICLE III
RENT
Tenant agrees to pay Landlord, at such place as Landlord shall from time
to time direct by written notice to Tenant, without demand or set off, base
Rent, hereinafter "Rent" during the term in an annual amount of FIFTY-FOUR
THOUSAND AND 00/100 DOLLARS ($54,000.00), payable in equal monthly installments
of FOUR THOUSAND FIVE HUNDRED AND 00/100 ($4,500.00) each. Rent shall be payable
during each year in advance in equal monthly installments as set forth above on
the 1st day of each and every calendar month during the term of this Lease,
commencing on the Commencement Date.
The rental and other charges provided for in this Lease do not include
Florida State Tax on commercial tenancies, the payment of which is the
responsibility of the Tenant and will be paid to the Landlord, together with the
rental installments and other charges, on the same dates such rental payments
and other charges are required to be paid in this Lease. Acceptance by Landlord
of rental payments from any entity other than Tenant herein shall not constitute
a waiver of any rights of Landlord and shall not constitute an acknowledgment of
any rights of said entity. (See Addendum attached hereto as Exhibit "B".)
ARTICLE IV
4.1 Personal Property Taxes. Tenant shall be liable for all taxes levied
against personal property and trade fixtures placed by Tenant in the Premises.
4.2 Real Estate Taxes.
(a) Tenant shall pay, as additional rent, any Taxes (defined below)
imposed upon the Premises during the term hereof, promptly upon
receipt from Landlord of all tax bills for the Premises. For the
calendar years in which this Lease commences and terminates, such
Taxes shall be subject to a pro rata adjustment based on the number
of days of said calendar years during which the term of this Lease
is in effect
(b) For purposes of this Lease, the term "Taxes" shall include all
real property taxes and any general or special assessments, water
and sewer rents and other governmental impositions imposed upon or
against the Premises of every kind and nature whatsoever,
extraordinary as well as ordinary, foreseen and unforeseen, and each
and every installment thereof, which shall or may during the lease
term be levied, assessed or imposed upon or against the Premises.
ARTICLE V
5.1 Landlord's Repairs. Landlord, at Landlord's expense, shall deliver the
Premises to the Tenant in good, sound, and watertight condition. Upon Lessee
taking possession of the Leased Premises, Tenant hereby acknowledged that it has
accepted the Premises "As Is" and thereafter shall be responsible for all
maintenance and/or repairs of the premises. Landlord, however, shall be
responsible for the maintenance and repair of the building structure, plumbing,
sewer, and electrical.
5.2 Tenant's Repairs. Tenant, at Tenant's expense, shall make all ordinary
wear and tear repairs and replacements to keep and maintain the Premises in good
condition, including, but not limited to, the heating, hot water, air
conditioning and other mechanical installations serving the Premises, all doors,
all windows including hardware and other appurtenances, and the parking areas,
landscaped areas, sidewalks, access routes, light facilities, and all other
portions of the Premises, including but not limited to, stripe painting,
repaving, patching, mowing, and the removal of standing water, snow and ice
therefore, and the removal of rubbish and other refuse and debris. Any and all
items that Tenant shall replace during the term of this Lease shall be of equal
type and style than the item being replaced. Tenant shall not permit any waster,
damage or injury to the Premises. Tenant shall keep in full force and effect a
contract with a reputable heating contractor for not less than the quarterly
inspection, maintenance and repair of the air-conditioning and heating systems
servicing the Premises, including oiling, filter changes, belt repair and/or
replacements, refills of freezing compound to the air conditioning and similar
maintenance and minor repair procedures. Landlord, however, shall be responsible
for any major air conditioning or heating system repairs, which exceed
$1,000.00. Tenant shall furnish a copy of said contract to Landlord upon
request. Tenant shall further keep the Premises clean, attractive and free of
rubbish, rubble, debris, insects, rodents and other pests. Tenant shall not do,
order of cause any work to be done or installations to be made in, on or to the
roof of the Premises without first obtaining Landlord's prior written consent.
Tenant shall be responsible for any damage as a result of misuse or neglect of
the sewer system.
5.3 Tenant's Alterations. Tenant shall have the right, at its sole
expense, from time to time, to redecorate the Premises and to make such
alterations, additions, improvement and changes in such parts thereof as Tenant
shall deem expedient or necessary for its purposes; provided, however, that such
alterations, additions, improvements and changes when completed shall neither
impair the structural soundness nor diminish the value of the Premises. Upon the
expiration of this Lease, Tenant may, at its option, remove all such
redecorations, alterations, additions, improvements and changes. Tenant shall
repair all damage caused by such removal. Notwithstanding the foregoing, all
floor and wall coverings, sinks, vanities, light fixtures (other than special
decorative lighting fixtures), and the complete electrical, plumbing, air
conditioning and heating systems, including ducts, diffusers, grills, controls
and all other equipment and parts related to such systems, shall be and remain
in the Premises at all times for the benefit of Landlord. All such alterations,
additions, or improvements shall be done in accordance with all applicable laws,
rules regulations, and orders, including applicable building codes. Landlord
shall execute and deliver upon request of Tenant such instrument or instruments
embodying the approval of Landlord which may be required by an public or quasi
public authority for the purpose of obtaining any licenses or permits for the
making of such alterations, additions, improvements, changes and/or
installations in, to or upon said Premises and Tenant agrees to pay for such
licenses or permits. Tenant will indemnify and hold Landlord
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harmless from and against all claims by reason of such alterations, additions,
or improvements which may be made by Tenant on the Premises, and Tenant shall
promptly repair any damage to the Premises caused by any such alterations,
additions, improvements, or changes. Anything contained in this Section 5.3 to
the contrary notwithstanding, Tenant shall not make changes to the exterior or
structural portions for the Premises without Landlord's prior approval, which
approval shall not be withheld or delayed unreasonably.
5.4 Mechanics' Liens. Tenant shall not suffer any mechanics' lien to be
filed against the Premises by reason of work, labor, services or materials
performed or furnished to Tenant in connection with any alterations, additions,
or improvements to the Premises by Tenant hereunder. If any such mechanics' lien
shall at any time be filed against the Premises, Tenant shall have the right to
contest and any and all such liens; provided, however, that Tenant shall cause
the same to be discharged of record by payment, bond, order of a court of
competent jurisdiction or otherwise within thirty (30) days written notice by
Landlord. If Tenant shall fail to cause such lien to be discharged within such
thirty (30) day period, then, in addition to any other right or remedy, Landlord
may, but shall not be obligated to discharge the same by paying the amount
claimed to be due or by bonding or other proceeding deemed appropriate by
Landlord, and the amount so paid by Landlord and/or all reasonable costs and
expense, including reasonable attorneys' fees, incurred by Landlord in procuring
the discharge of such lien, together with interest thereon at the Default Rate
of 18% from the date paid until repaid by Tenant to Landlord, shall be deemed to
be additional rent for the Premises and shall be due and payable by Tenant to
Landlord on the first day of the next following month.
Pursuant to the provisions of Florida Statutes (1977) 713.10, all parties
hereto acknowledge that the interest of the Landlord herein, as owner of the
underlying real property, shall not be subject to liens for improvements made by
the Tenant and the imposition of such a lien is expressly prohibited. The Tenant
shall notify the contractor making any such improvements of this provision and
the knowing or willful failure of Tenant to provide such notice to the
contractor shall render the contract between the Tenant and the contractor
voidable at the option of the contractor. The interest of the Landlord shall not
be subject to liens for improvements made by Tenant and the parties acknowledge
that a short form of the Lease Agreement may be recorded in the public records
expressly referencing this paragraph.
ARTICLE VI
UTILITIES
Tenant shall pay all charges for water, gas, heat, electricity, sewer and
any other utility used upon for furnished to the Premises. Tenant shall keep the
Premises sufficient heated to avoid the freezing or bursting of all pipes
therein. The obligation of Tenant to pay for such utilities shall commence as of
the Commencement Date.
ARTICLE VII
7.1 Use of Premises. Tenant shall use and occupy the Premises for purposes
of an office and biomedical use.
7.2 Tenant's Covenants. Tenant covenants and agrees as follows:
(a) Tenant shall procure any and all licenses and permits required
for Tenant's use of the Premises, and upon the expiration or
termination of this Lease, Tenant shall remove its goods and effects
and those of all persons claiming under it and shall yield up the
same peaceably to Landlord in good order, repair and condition in
all respects, except for damage by fire and casualty, which is
either insured against or required to be insured against hereunder,
structural defects (not caused by Tenant's use of the Premises),
required repairs by landlord, and reasonable wear and tear.
(b) Tenant shall permit Landlord and its agents on reasonable notice
and at reasonable times to examine the Premises and to show the
Premises to prospective purchasers and/or mortgagees. Landlord may
show the Premises to prospective tenants during the last three
months of the lease term provided that Landlord shall not
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thereby unreasonably interfere with the conduct of Tenant's
business. During the last three (3) months of the Term of this
Lease, Landlord shall have the right to display on the Premises a
"for rent" and/or "for sale" sign, which notice shall not be
removed, obliterated, or hidden by Tenant.
(c) Tenant shall use and occupy the Premises in a careful, safe and
proper manner and shall keep the Premises in a clean, safe and
health condition in accordance with local ordinances and lawful
directions of proper public officers. Tenant shall not permit the
Premises to be used for any unlawful purpose, commit any waste
thereof, or commit any nuisance. Notwithstanding the foregoing,
Tenant shall have the right to contest the legality of any law,
order, rule, regulations or requirement applicable to Tenant's use
of the Premises, and Tenant shall indemnify and hold Landlord
harmless from any liabilities, suits or penalties that may result
from any such contest. Upon the final determination of any such
contest, Tenant shall comply with any such law, order, ordinance,
rule, regulation or requirements to the extent held to be valid or
legal.
7.3 Tenant's Use of Hazardous Substances.
(a) The term "Hazardous Substance, would be substances used and
brought onto the Leased Premises and shall include, but not be
limited to, flammables, explosives, radioactive materials, asbestos,
polychlorinated biphenyls, chemicals known to cause cancer or
reproductive toxicity, pollutants, contaminates, hazardous waste,
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.
(b) Landlord acknowledges that Tenant intends to use, store, process
and/or dispose of biomedical materials, wastes, and human tissue in
conjunction with its use of the Leased Premises and agrees that such
activities shall not be deemed a default under this Lease provided
that Tenant complies with all applicable rules and regulations
governing such activities.
(c) Tenant shall not cause or permit 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 Leased
Premises, or arising from Tenant's use or occupancy of the Leased
Premises, including, but not limited to, soil and ground water
conditions.
(d) Tenant shall, at Tenant's own expense, comply with all Laws
regulating the use, generation, storage, transportation, or disposal
of Hazardous Substances. Tenant's obligations and liabilities under
this Section 7.3 shall survive the term of this Lease.
(e) Tenant shall indemnify, defend, and hold harmless Landlord, its
agents or representatives from all liabilities, obligations,
penalties, fines, claims, litigation, demands, damages, expenses
(including attorney fees) arising out of or in any way connected
with Hazardous Substances brought to the Leased Premises by the
Tenant for use or storage during the term of this Lease, or from any
act or omission of Tenant to comply with all Laws regulating the
use, storage, transportation or disposal of Hazardous Substances.
(f) Upon expiration of the Lease, Tenant agrees to remove all
Hazardous Substances it may have brought to the Premises.
ARTICLE VIII
8.1 Assignment and Subletting. Tenant shall not assign, transfer, mortgage
or encumber this Lease in whole or in part, nor sublet all or any part of the
Premises, nor suffer or permit the occupation of all or any part thereof by any
other party, without the prior written consent of the Landlord, which consent
shall not be unreasonably withheld or delayed. The consent by Landlord
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to any assignment or subletting shall not constitute a waiver of the necessity
for such consent to any subsequent assignment or subletting.
8.2 Tenant to Remain Liable. If, at any time during the term of this
Lease, Tenant sublets all or any part of the Premises or assigns this Lease as
provided herein, Tenant shall nevertheless remain fully liable under all the
terms and conditions of this Lease.
ARTICLE IX
FIXTURES
All equipment and all other trade and light fixtures installed by or at
the expense of Tenant in or on the Premises shall remain the property of Tenant
and Tenant may, but shall not be obligated to, remove the same or any part
thereof within thirty (30) days after the end of the term hereof, and provided
that Tenant, at its sole cost and expense, shall make any repairs occasioned by
such removal.
ARTICLE X
10.1 Indemnity. Tenant shall indemnify and hold Landlord harmless from any
claims, damages, liabilities and expenses (including attorneys' fees and costs)
for damage or injury to any person or any property occurring on the Premises, or
any part thereof, arising as a result of the tortious or negligent acts or
commissions of Tenant, its agents, employees, independent contractors and
invitees.
10.2 Liability Insurance. During the Term of this Lease, Tenant shall
maintain comprehensive public liability insurance, including insurance against
the assumed or contractual liability of Tenant hereunder, to afford protection
to the limit for each occurrence of not less than $1,000,000.00 combined single
limit for bodily injury, death and $300,000.00 for damage to the property. The
policy carried by Tenant hereunder shall name Landlord (and Landlord's
mortgagee) as an additional insured, and such policy shall provide that no
cancellation, reduction or other material changes therein shall be effective
until at least thirty (30) days after mailing of written notice thereof to
Landlord (and Landlord's mortgagee). Certificates evidencing all such insurance
shall be delivered to Landlord prior to the Commencement Date, and prior to the
expiration of any such policies.
10.3 Property Insurance. Landlord shall, at the expense of the Tenant and
for the duration of this Lease, maintain all risk, fire, and casualty insurance
covering the Premises in an amount not less than the replacement costs of the
building and shall include coverage against vandalism and malicious mischief.
Lessor shall not be liable for any damage to property of Lessee or of others
located on the Leased Premises, nor for any loss or damage caused by theft or
criminal activity committed on the Leased Premises.
Lessor shall not be liable to Lessee for any claims arising from injury or
death of persons or damage to property resulting from fire, explosion, falling
plaster, steam, gas, electricity, water, flood, air pollution, rain, or leaks
from any part of the Leased Premises or from the pipes, appliances, or plumbing
works, or by dampness, unless caused by the negligent act or omission of Lessor,
its agents or representatives.
Lessor's liability for any damage, injury, or loss of any kind whatsoever
whether a willful act or negligence shall be limited to its rights in the
property.
Tenant shall be responsible for carrying full coverage of its personal
property in or on the Leased Premises, including but not limited to, inventory,
trade fixtures, furniture, and all leasehold improvements.
10.4 Indemnity. Landlord shall indemnify, defend and save Tenant, its
agents, contractors or employees harmless from and against all claims, actions,
damages, liability and expense (including attorney fees) arising out of the
gross negligence or intentional misconduct of Landlord, its agents or
representatives.
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ARTICLE XI
11.1 Damage or Destruction. If the Leased Premises shall be damaged by
fire or casualty during the term of this Lease, Landlord or Tenant may (1) have
the right to terminate this Lease by giving written notice within 30 days after
such damage has occurred, or (2) Landlord, within 30 days of damage occurrence,
shall proceed to repair such damage and restore the Leased Premises to the
condition existing prior to the time of damage.
Any damage to Tenant's personal property, inventory, or trade fixtures
shall be covered solely by Tenant's insurance. In the event Landlord and Tenant
agree to terminate this Lease, all advanced rents shall be prorated to the date
of the damage, and the balance refunded to the Tenant.
11.2 Reconstruction of Premises. If the Leased Premises is damaged by fire
or other insured casualty to an extent which may be repaired within one hundred
twenty (120) days of damage. Lessor will promptly begin and diligently pursue
repairing the damages. In that event, this Lease shall continue in full force
and effect. Rents shall be abated according to the unusable portion of the
Leased Premises and the period of time between the date damage occurred to the
date repairs are completed. If repairs should require more than one hundred
twenty (120) days, Lessee shall have the option to terminate the Lease and any
unearned rents shall be refunded.
ARTICLE XII
12.1 Total Taking. If the whole of the Premises shall be taken under power
of eminent domain by any public or private authority, or conveyed by Landlord to
said authority in lieu of such taking, then this Lease shall terminate as of the
date of such taking.
12.2 Partial Taking. Landlord or Tenant may, at their election, terminate
this Lease upon the occurrence of any condemnation or conveyance in lieu of
condemnation, which affects twenty-five percent (25%) or more of the floor area
of the Premises. Upon the occurrence of such event, either party shall give the
other party notice of such election within thirty (30) days after receipt of
notice of such pending condemnation. If either party fails to give the other
party such written notice within such thirty (30) day period, such party shall
be conclusively deemed to have elected not to terminate this Lease.
Notwithstanding any termination of this Lease hereunder, Tenant, at its
election, may continue to occupy the Premises, subject to the terms and
provisions of this Lease, for the period between the date of such taking and the
date when possession of the Premises shall be taken by the appropriate
authority.
12.3 Restoration. If this Lease is not terminated under Section 12.2
above, Landlord, at Landlord's sole cost and expense, shall promptly negotiate
and settle its claim for compensation with the condemning authority and upon
receipt of the condemnation award shall promptly restore the remaining portions
of the Premises, including any and all improvements made theretofore, to an
architectural whole in substantially the same condition that the same were in
prior to such taking. Upon any condemnation of a portion of the Premises, the
Rent and any other charges payable by Tenant hereunder shall be proportionately
reduced based upon the floor area of the Premises remaining after said taking,
12.4 The Award. All compensation awarded for any taking, whether for the
whole or a portion of the Premises, shall be the sole property of Landlord
whether such compensation shall be awarded for diminution in the value of, or
loss of, the leasehold or for diminution in the value of, or loss of the fee, or
otherwise, and Tenant hereby assigns to Landlord all of Tenant's right and title
to and interest in any and all such compensation; provided, however, Landlord
shall not be entitled to and Tenant shall have the sole right to retain any
separate award made by the appropriating authority to Tenant for the cost of
removal of leasehold improvements, fixtures, and personalty improvements
installed in the Premises by, or at the expense of; Tenant and for relocation
expenses, and any separate award made by the appropriating authority directly to
Tenant.
12.5 Release. In the event of any termination of this Lease as the result
of the provisions of this ARTICLE XII, Rent and any other charges, if any, paid
in advance by Tenant shall be refunded to Tenant, and the Parties, effective as
of such termination, shall be released from all liability and obligations
thereafter arising under this Lease.
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ARTICLE XIII
13.1 Events of Default: Remedies. If Tenant shall at any time be in
default in the payment of rental or any other charges hereunder or in the
performance of any of the covenants of this Lease, and Tenant shall fail to
remedy such default within (a) ten (10) days after receipt of written notice
thereof from Landlord if such default is as to payment of Rent, or any other
charges payable by Tenant hereunder, or (b) within fifteen (15) days after
receipt of written notice thereof if such default is non-monetary (but Tenant
shall not be deemed in default is such default cannot be cured in fifteen (15)
days and Tenant commences to remedy such default within said fifteen (15) day
period and proceeds therewith with due diligence until completion), or if Tenant
shall be adjudged a bankrupt or shall make an assignment for the benefit of
creditors, or if a receiver of any property of Tenant in or upon the Premises be
appointed in any action, suit or proceeding by or against Tenant and not removed
within sixty (6) days after appointment, or if the interest of Tenant in the
Premises shall be sold under execution or other legal process, or if the
Premises are sublet or this Lease is assigned without Landlord's consent, or if
Tenant shall commit waste, Landlord may terminate this Lease, or without
terminating this Lease, re-enter the Premises by summary proceedings,
proceedings in forcible entry and detainer, eviction, or otherwise, and may
dispossess Tenant.
13.2 Landlord's Right to Relet. If Tenant abandons the Premises and/or if
Landlord elects to terminate Tenant's right to possession only without
terminating this Lease as above provided, Landlord may remove from the Premises
any and all property found therein and such repossession shall not release
Tenant from Tenant's obligation to pay the rental herein. After any such
repossession by Landlord without termination of the Lease, Landlord may relet
the Premises or any part thereof to any person, firm or corporation and for such
time and upon such terms as Landlord in Landlord's sole discretion may
determine. Landlord may make repairs, alterations and additions in and to the
Premises and redecorate the same to the extent deemed by Landlord necessary or
desirable and Tenant, upon demand in writing, shall pay the reasonable cost
thereof, (excluding tenant improvements for the replacement tenant) together
with Landlord's reasonable expenses of reletting, including any commissions and
attorneys' fees relative thereto. If the rents collected by Landlord upon any
such reletting are not sufficient to pay monthly the full amount of the monthly
rent and other charges reserved herein, together with the reasonable costs of
such repairs, alterations (excluding tenant improvements for any replacement
tenant), additions, redecorating, and expenses, Tenant shall pay to Landlord the
amount of each monthly deficiency upon demand in writing.
13.3 Damages. Tenant agrees to be liable for and to pay to Landlord (i)
all rent and other charges and sums due under this Lease at the time of
termination of this Lease or upon the termination of Tenant's right of
possession, as the case maybe, and (ii) damages equal to the present value
(discounted at the annual rate of interest then being paid on U.S. Treasury
Bonds which mature upon the expiration of this Lease) of the excess amount, if
any, of the rent and all other charges and sums due under this Lease for the
entire term over the rental received by Landlord for the Premises for such term,
which damages shall be payable at such time as said damages as discounted by
agreement of Landlord and Tenant, or by judicial decision, or at such time that
said rent and other charges are payable under this Lease, which liability shall
survive the termination of this Lease, the re-entry into the Premises by
Landlord, and the commencement of the action to secure possession of the
Premises.
13.4 Landlord's Right to Remove Chattels. Any and all property which may
be removed from the Premises by Landlord in accordance with the terms of this
Lease may be handled, removed, stored or otherwise disposed of by Landlord at
the risk and expense of Tenant, and Landlord in no event shall be responsible
for the preservation of safekeeping thereof. Tenant shall pay to Landlord upon
demand in writing, any and all reasonable expenses incurred in connection with
such removal and all storage charges against such property so long as the same
shall be in Landlord's possession or under Landlord's control. If any property
shall remain in the Premises or in the possession of Landlord and shall not be
retaken by Tenant within a period of (10) days from and after the time when the
Premises are either abandoned by Tenant or repossessed by Landlord under the
terms of this Lease, said property shall conclusively be deemed to have been
forever abandoned by Tenant.
13.5 Condition of Premises. If this Lease be terminated for any reason
whatsoever of if Landlord should re-enter the Premises as a result of any breach
of Tenant hereunder without terminating the Lease, Tenant covenants, any other
covenant herein to the contrary notwithstanding
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(except where this Lease is terminated following eminent domain proceedings),
that (a) the Premises shall then be in the condition required by all applicable
provisions of this Lease, and (b) Tenant shall perform any covenant contained in
this Lease for the making of any repair, improvement, alteration or betterment
to the premises or for restoring or rebuilding any part thereof. For the breach
of either of the foregoing obligations Landlord shall be entitled to recover and
Tenant shall pay forthwith, without notice or other action by Landlord, the then
cost of performing such obligation(s), together with interest at the Default
Rate.
13.6 Landlord's Nonwaiver. No failure by Landlord to insist upon the
strict performance of any agreement, term, covenant or condition hereof or to
exercise any right or remedy consequent upon a breach thereof, and no acceptance
of full or partial rent during the continuance of any such breach, shall
constitute a waiver of any such breach or of such agreement, term, covenant, or
condition. No agreement, term, covenant, or condition hereof to be performed or
complied with by Tenant, and no breach thereof, shall be waiver, altered or
modified except by a written instrument executed by Landlord. No waiver of any
breach shall affect or alter this Lease, but each and every agreement, term,
covenant and condition hereof shall continue in full force and effect with
respect to any other then existing or subsequent breach thereof. No surrender of
the Premises shall be effected by Landlord's acceptance of rent, or by
Landlord's acceptance of the keys of the Premises, or by any other means
whatsoever, unless the same is evidenced by Landlord's written agreement to
accept surrender of the Premises; and if Landlord does accept surrender of the
Premises, Tenant's obligations to pay rents and to perform the duties and
provisions of this Lease required of Tenant hereunder shall not be released or
terminated but shall continue for the remainder of the term of this Lease.
13.7 Remedies Cumulative. Each right and remedy provided for in this Lease
shall be cumulative and shall be in addition to every other right or remedy
provided for in this Lease or now or hereafter existing at law or in equity or
by statue or otherwise, and the exercise or beginning of the exercise by
Landlord of any one or more of the rights or remedies provided for in this Lease
or now or hereafter existing at law or in equity or by statute or otherwise
shall not preclude the simultaneous or later exercise by Landlord of any or all
other rights or remedies provided for in this Lease or now or hereafter existing
at law or in equity or by statute or otherwise. In the event of a default or
threatened default by Tenant of any of the terms, provisions, covenants,
conditions, rules and regulations of this Lease, Landlord shall have the right
to injunction and the right to invoke any remedy permitted to Landlord in law or
in equity.
ARTICLE XIV
SELF-HELP
If Tenant shall default in the performance or observance of any agreement
or condition in this Lease contained on its part to be performed or observed and
shall not cure such default within any applicable cure period set forth herein,
Landlord may, at its option, without waiving any claim for damages for reach of
agreement, at any time thereafter cure such default for the account of Tenant,
and any amount paid or any contractual liability incurred by Landlord in so
doing shall be deemed paid or incurred for the account of Tenant and Tenant
agrees to immediately reimburse Landlord therefor and save Landlord harmless
therefrom; provided that Landlord may cure any such default as aforesaid prior
to the expiration of said waiting period, without notice to Tenant, if any
emergency situation exists, or after notice to Tenant, if the cure of such
default prior to the expiration of said waiting period if reasonably necessary
to protect the Premises or Landlord's interest therein, or to prevent injury to
damage to persons or property. If Tenant fails to reimburse Landlord upon demand
for any amount paid for the account of Tenant hereunder, said amount (and all
accrued interest thereon) shall be added to and become due as a part of the next
payment of rent due hereunder.
ARTICLE XV
15.1 Subordination. Tenant hereby subordinates this Lease to the lien of
any deed of trust, mortgage or mortgages now or hereafter placed upon Landlord's
interest in the Premises; provided, however, that Landlord shall procure from
any such mortgagee an agreement, in writing, in form and substance reasonably
acceptable to Tenant, which acceptance shall be deemed given if such agreement
provides in substance that so long as Tenant substantially performs the
obligations imposed upon Tenant hereunder within the applicable grace or cure
period, its tenancy will not be
Page 8 of 11
disturbed, nor its rights under this Lease affected by, any default under such
mortgage nor shall Tenant be named as a defendant in any foreclosure proceeding,
and such agreement is otherwise customary in form and substance.
15.2 Quiet Enjoyment. Landlord covenants and agrees with Tenant that upon
Tenant paying the Rent and observing and performing all of the terms, covenants
and conditions on Tenant's part to be observed and performed hereunder, Tenant
may peaceably and quietly have, hold, occupy and enjoy the Premises without
hindrance or molestation from Landlord or any persons lawfully claiming through
Landlord.
ARTICLE XVI
SECURITY DEPOSIT
Tenant herewith deposits with Landlord the sum of FOUR THOUSAND FIVE
HUNDRED AND 00/100 DOLLARS ($4,500.00) as a guarantee of the fulfillment of the
terms and conditions of this Lease. Said deposit shall remain with the Landlord
upon the same terms if Tenant exercises its option to renew this Lease. Upon all
rents and other charges due to Landlord as herein agreed. Tenant's deposit shall
be refunded in full to Tenant within (10) days of the expiration of this Lease.
ARTICLE XVII
17.1 Holding Over. In the event that Tenant or anyone claiming under
Tenant shall continue occupancy of the Premises after the expiration of the
original or renewal term of this Lease without any agreement in writing between
Landlord and Tenant with respect thereto, such occupancy shall not be deemed to
extend or renew the term of this Lease, but such occupancy shall continue as a
tenancy from month to month upon the covenants, provisions and conditions herein
contained and at two hundred percent (200%) of the Rental in effect upon the
expiration of the term, prorated and payable for the period of such occupancy,
and Landlord shall have the right to terminate such tenancy upon five (5) days'
written notice to Tenant.
17.2 Waivers. Failure of either party to complain of any act or omission
on the part of the other party, no matter how long the same may continue, shall
not be deemed to be a waiver by said party of any of its rights hereunder. No
waiver by either party at anytime, express or implied, of any breach of any
provision of this Lease shall be deemed a waiver of a breach of any other
provisions of this Lease or a consent to any subsequent breach of the same or
any other provisions. If any action by either party shall require the consent or
approval of the other party, the other party's consent to or approval of such
action on any one occasion shall not be deemed a consent to or approval of said
action on any subsequent occasion or a consent to or approval of any other
action on the same or any subsequent occasion.
17.3 Notices. All notices and other communications authorize or required
hereunder shall be in writing and shall be given by mailing the same by
certified mail or registered mail, return receipt requested, postage prepaid,
and any such notice or other communication shall be deemed to have been given
when received by the party to whom such notice or other communication shall be
addressed, or on the date noted that the addressee has refused delivery or on
the date that the notice is returned to sender due to the inability of the
postal authorities to deliver. Notices shall be mailed to the address
hereinabove set forth or such other address as either party may hereafter
designate by notice to the other.
17.4 Attorney's Fees. If either party hereto be made or becomes a party to
any litigation commenced by or against the other party involving the enforcement
of any of the rights and remedies of such party, or arising on of the default of
the other party in the performance of such party's obligations hereunder, then
the prevailing party in any such litigation, or the party becoming involved in
such litigation because of a claims against such and reasonable attorneys' fees
incurred by such party in such litigation.
17.5 Force Majeure. In the event that Landlord or Tenant shall be delayed
or hindered in or prevented from the performance of any act (other than Tenant's
obligation to make payments of Rent and other charges required hereunder), by
reason of strikes, lockouts, unavailability of materials, failure of power,
restrictive governmental laws or regulations, riots, insurrections, the act,
Page 9 of 11
failure to act, or default of the other party, war or other reason beyond its
control, then performance of such act shall be excused for the period for the
delay and the period of the performance of such act shall be extended for a
period equivalent to the period of such delay. Notwithstanding the foregoing,
lack of funds shall not be deemed to be a cause beyond control of either party.
17.6 Estoppel Certificates. At any time and from time to time, Landlord
and Tenant each agree, within five (5) days after request in writing from the
other, to execute, acknowledge and deliver to the other or to any person
designated by the other a statement in writing certifying that this Lease is
unmodified and is in full force and effect, or if there have been modifications,
that the same is in full force and effect as modified (stating the
modifications), that the other party is not in default in the performance of its
covenants hereunder, or if there have been such defaults, specifying the same
and the dates to which the rent and other charges have been paid, and such other
matters as the requesting party may reasonably request.
17.7 Invalidity of Particular Provision. If any term or provision of this
Lease or the application hereto to any person or circumstance shall, to the any
extent, be invalid or unenforceable, the remainder of this Lease, or the
application of such term or provision to persons or circumstances other than
those as to which it is held invalid or unenforceable shall not be affected
thereby, and each term and provision of this Lease shall be valid and be
enforced to the fullest extent permitted by law.
17.8 Captions and Definitions. The captions of the Sections of this Lease
are for convenience only and are not a part of this Lease and do not in any way
limit or amplify the terms and provisions of this Lease. The word "Landlord" and
the pronouns referring thereto, shall mean, where the context so admits or
requires, the persons, firm or corporation made herein as landlord or the
mortgagee in possession for the time being of the land and building comprising
of the Premises. Any pronoun shall be read in the singular or plural number and
in such gender as the context may require. Except as in this Lease otherwise
provided, the terms and provisions of this Lease shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
assigns.
17.9 Entire Agreement. This instrument contains the entire and only
agreement between the parties and no oral statement or representations or prior
written matter not contained in this instrument shall have any force and effect.
This Lease shall not be modified in any way except by a writing executed by both
parties.
17.10 No Partnership. Landlord is not and shall not become by this Lease
or by any rights granted or reserved herein a partner or joint venturer of or
with Tenant in the conduct of Tenant's business or otherwise.
17.11 Liability of Landlord.
(a) If Landlord should sell or otherwise transfer Landlord's
interest in the Premises, Tenant agrees that Landlord shall
thereafter have no liability to Tenant under this Lease or any
modification or amendment thereof or extensions or renewals thereof,
except for such liabilities which might have accrued prior to the
date of such sale or transfer of Landlord's interest. Landlord shall
be liable under this Lease only while owner of the Premises provided
that any successor in interest to Landlord hereunder shall assume
such obligations and liabilities as of the date Landlord's interest
in the Premises is sold, assigned, or otherwise transferred
hereunder.
(b) If Landlord shall fail to perform any covenant, term or
condition of this Lease upon Landlord's part to be performed or if
Landlord shall be liable to Tenant in any way arising out of this
Lease, or pursuant to statute, law, ordinance or regulation, or
under the common law, and, as a consequence, if Tenant shall recover
a money judgment against Landlord, such judgment shall be satisfied
only out of the proceeds received at a judicial sale upon execution
and levy against the right, title and interest of Landlord in the
Premises. If Landlord is an individual, a trustee of a trust or a
partnership, Landlord's obligations hereunder shall not be binding
upon, nor shall there be any personal liability by, Landlord
individually, the trustees of said trust, the beneficiaries of said
trust, the partnership, or the partners of the partnership.
Page 10 of 11
ARTICLE XVIII
This Lease shall be governed by and construed in accordance with the laws
of the State of Florida.
IN WITNESS WHEREOF, the parties hereto have executed this Lease the day
and year first above written.
Signed in the presence of: "LANDLORD"
/s/ Xxxxxx X. Xxxxxxxx FIRST STREET GROUP, L.C., a Florida
--------------------------------- limited liability company
Printed Name: Xxxxxx X. Xxxxxxxx
/s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------- ----------------------------------
Printed Name: Xxxxxxx X. Xxxxx XXXXXXX X. XXXXXX, President
STATE OF FLORIDA
COUNTY OF ALACHUA
The foregoing instrument was acknowledged before me this 17 day of June,
1999, by XXXXXXX X. XXXXXX as PRESIDENT of FIRST STREET GROUP, L.C., a Florida
limited liability company, on behalf of the company. The above named officer is
personally known to me or has produced ______________________________ as
identification, and who did take an oath.
----------------------------------------
NOTARY PUBLIC OFFICIAL NOTARY SEAL /s/ Xxxxxx X. Xxxxxxxx
[SEAL] XXXXXX X. XXXXXXXX -------------------------------------
STATE OF FLORIDA COMMISSION NUMBER NOTARY PUBLIC XXXXX XX XXXXXXX
XX000000 Printed Name: Xxxxxx X. Xxxxxxxx
MY COMMISSION EXPIRES ------------------
XXX. 00, 0000 Xx Commission Expires: 4-28-02
----------------------------------------
Signed in the presence of: "TENANT"
/s/ [ILLEGIBLE] REGENERATION TECHNOLOGIES, INC.,
---------------------------- a Florida corporation
Printed Name: [ILLEGIBLE]
---------------
/s/ [ILLEGIBLE] By: /s/ Xxxxx X. Xxxxxx
---------------------------- ----------------------------------
Printed Name: [ILLEGIBLE] Xxxxx X. Xxxxxx
--------------- Its: President and CEO
---------------------------------
STATE OF FLORIDA
COUNTY OF ALACHUA
The foregoing instrument was acknowledged before me this 15 day of JUNE
1999, by Xxxxx X. Xxxxxx as President and CEO of REGENERATION TECHNOLOGIES,
INC., a Florida corporation, on behalf of the corporation. The above named
officer is personally known to me or has produced ______________________________
as identification, and who did take an oath.
/s/ Xxxxxxxx X. Xxxxx
-------------------------------------
NOTARY PUBLIC STATE OF FLORIDA
Printed Name:
------------------
My Commission Expires:
-------------------------------------------------------------------
NOTARY PUBLIC Xxxxxxxx X. Xxxxx
[SEAL] Notary Public, State of Florida
STATE OF FLORIDA Commission Number CC612535
My Commission Exp. 1/8/2001
Bonded Through Fla. Notary Service & Bonding Co.
-------------------------------------------------------------------
Page 11 of 11
EXHIBIT "A"
LEGAL DESCRIPTION
A TRACT OF LAND SITUATED IN SECTION 10, TOWNSHIP 8 SOUTH, RANGE 18 EAST, ALACHUA
COUNTY, FLORIDA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCE AT THE S.W. CORNER OF THE AFOREMENTIONED SECTION 10 AND RUN
N.88(degree)24'02"E., ALONG THE SOUTH LINE OF SAID SECTION 10, A DISTANCE OF
792.27 FEET TO A POINT ON THE NEXT DESCRIBED LINE; THENCE RUN
N.00(degree)39'21"W., ALONG THE EAST LINE OF THE WEST 792.16 FEET OF THE S.W.
1/4 OF THE S.W. 1/4 OF SAID SECTION 10, A DISTANCE OF 137.65 FEET TO THE
NORTHERLY RIGHT-OF-WAY LINE OF "OLD STATE ROAD NO. 2" (60 FOOT RIGHT-OF-WAY) AND
THE TRUE POINT OF BEGINNING; THENCE CONTINUE ALONG THE LAST DESCRIBED COURSE, A
DISTANCE OF 165.83 FEET TO A POINT ON THE NEXT DESCRIBED LINE; THENCE RUN
S.77(degree)38'36"E., ALONG THE SOUTHERLY RIGHT-OF-WAY LINE OF STATE ROAD NO.
20-25 (US HIGHWAY 441), A DISTANCE OF 257.24 FEET; THENCE RUN
S.12(degree)17'20"W., A DISTANCE OF 127.94 FEET TO A POINT ON THE NEXT DESCRIBED
LINE; THENCE RUN N.86(degree)19'55"W., ALONG THE AFOREMENTIONED NORTHERLY
RIGHT-OF-WAY LINE OF "OLD STATE ROAD NO. 2", A DISTANCE OF 222.61 FEET TO THE
TRUE POINT OF BEGINNING, CONTAINING 0.800 ACRES, MORE OR LESS.
EXHIBIT "B"
ADDENDUM
1. Leasehold Improvements/Additional Rent:
Notwithstanding the provisions contained in the Lease to the contrary, the
Landlord agrees to install, at its cost and expense, the following leasehold
improvements:
a.) 800 Amp 120/208V, 3 Phase Electrical Service (Xxxxxxx & Xxxxxx)
o 800A Manual Transfer Switch
o (4) 200A panelboards 42 Ckt.
o Main Distribution Panel
b.) City of Alachua Utilities (Transformers to Meter)
c.) Build-out (Xxxx Xxxxxx)
o Approx. 190 linear feet of walls
o Approx. 2600 sq. ft. lay-in ceiling
o Insulated walls and ceiling
o HVAC System
o Double door
o Light Fixtures
o Freezer branch circuiting
o 10 power poles
The total cost for said leasehold improvements shall not exceed
$80,700.00. Any expenses required by Tenant beyond $80,700.00 shall be paid
by the Tenant. The leasehold improvements shall be repaid to the Landlord
over the three (3) year term of the Lease in the form of additional rent, at
a rate of $2,547.50 per month. Said additional rent shall be subject to sales
tax and shall be due on the first day of each month, together with Rent.
1. Leasehold Improvements/Subletting:
a.) Should Tenant desire to relocate during the term of the Lease,
Landlord shall consent to a sublease subject to approving
subtenant's credit worthiness and Tenant's repayment of the balance
due Landlord for leasehold improvements. Tenant, however, shall
continue to remain liable under the Lease for the payment of Rent.
b.) Should Tenant relocate onto Landlord's additional property, Landlord
agrees to release Tenant from its obligations under this lease upon
the final payment of the balance due and owing Landlord for all
leasehold improvements. The date for said release shall be upon the
closing or relocation of Tenant onto Landlord's additional property.
