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Exhibit 10.17
First Amendment to Lease
The First Amendment to Lease entered into by and between Miramar
FlexSpace, Ltd., a Florida Limited Partnership ("Miramar" or Landlord") and
Invivo Corporation, a Delaware Corporation d/b/a Lumidor Safety Products
("Invivo" or "Tenant") this 12th day of June, 2000.
WITNESSETH
Whereas, on or about April 15, 1992 Miramar Interchange Associates, as
landlord, and SafetyTek Corporation, as tenant, entered into a written lease for
the premises identified as 00000 Xxxxxxxxxxx Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxx
consisting of approximately 8,820 square feet ("Original Lease"); and
Whereas, Miramar FlexSpace, Ltd., is the successor in interest to
Miramar Interchange Associates; and
Whereas, Invivo Corporation is the successor in interest by merger to
SafetyTek Corporation; and
Whereas, on or about June 10, 1999, Miramar and Invivo entered into a
Lease Extension Agreement extending the Lease Term of the Original Lease for the
premises known as 00000 Xxxxxxxxxxx Xxxxxx South ("Original Space"), until
August 31, 2000; and
Whereas, Invivo wishes to lease additional space from Miramar and to
otherwise amend certain provisions of the Original Lease as extended; and
Whereas, the parties wish to set out their agreement in writing;
NOW THEREFORE in consideration of the mutual covenants and conditions
set out herein and other good and valuable consideration the receipt of which is
hereby acknowledged, Miramar and Invivo for themselves, their successors and
assigns, do covenant and agree as follows:
1. The above recitations including that of consideration are true
and correct.
2. Commencing May 1, 2000, in addition to the leasing of the
premises known as 00000 Xxxxxxxxxxx Xxxxxx Xxxxx, Xxxxxx hereby
agrees to lease from Miramar the contiguous space known as 00000
Xxxxxxxxxxx Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxx 00000 Interchange
Circle shall hereinafter be referred to as the Additional Space
(the "Additional Space").
3. For purposes of this Amendment, the Original Space together with
the Additional Space shall be referred to as the "New Premises".
A sketch of the New Premises is attached as Exhibit "A".
Commencing May 1, 2000, reference to premises in the Original
Lease shall be deemed to be the New Premises. The Original Lease
and this First Amendment to Lease shall collectively be referred
to as the "Lease".
4. The lease term for the New Premises shall begin on May 1, 2000
and shall expire September 30, 2005.
5. Base rent for the New Premises shall be as follows:
Total Annual Monthly
Period Base Rent Base Rent
5/1/00 - 9/30/00 - the same monthly payment required to be paid in the Original Lease for the Original Space
10/1/00-9/30/01 $ 117,234.00 $ 9,769.60
10/1/01-9/30/02 $ 121,923.36 $ 10,160.28
10/1/02-9/30/03 $ 126,800.30 $ 10,566.70
10/1/03-9/30/04 $ 131,872.32 $ 10,989.36
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10/1/04-9/30/05 $ 137,147.22 $ 11,428.94
Base rent as referenced above does not include any applicable
taxes. Tenant shall also pay the same time and place as the base
rent, such Florida state sales tax and such other applicable
taxes or other income taxes or taxes of similar nature due on
rentals, either city, state county and federal as may be in
effect from time to time.
6. In order to give Landlord a lien of equal priority with
Landlord's lien for rent, any and all sums of money or charges
required to be paid by Tenant under this Lease, whether or not
the same be so designated, shall be considered additional rent.
If such amounts or charges are not paid at the time provided in
the Lease, they shall nevertheless, if not paid when due, be
collectible as Additional Rent with the next installment of rent
thereafter falling due hereunder, but nothing herein contained
shall be deemed to suspend or delay the payment of any amount of
money or charges as the same becomes due and payable hereunder,
or limit any other remedy of Landlord.
7. No additional security deposit is required for the Additional
Space. Landlord acknowledges a present security deposit of
$8,600.00.
8. Tenant's proportionate share for the New Premises under the
Lease shall be 14.33% (.1433).
9. At all times during the term of this Lease, Tenant shall be
responsible for its share of water and trash collection which
presently is $155.00 per month.
10. Tenant acknowledges that it is responsible for and shall pay as
additional rent its proportionate share of any increase above
the base year costs for real estate taxes assessed on the
property of which the New Premises is a part.
11. Tenant is responsible for and shall pay as Additional Rent its
proportionate share of any increase above the base year costs
for all insurance coverages carried by Landlord relating to the
property and common elements of which Tenant has use of, access
to or is a part.
12. For each appropriate billing period, Landlord shall provide
Tenant with a statement setting out the computation and charges
for Tenant's proportionate share of real estate taxes and
insurance. Payment shall be due within 15 days of receipt and
shall be deemed additional rent.
13. The base year for all purposes shall be 1992.
14. The business usage of the New Premises shall be the
manufacturing and shipping of safety products, office and
warehouse.
15. Notwithstanding any language in the Original Lease, including
paragraph 9 thereof, to the contrary, Tenant at all times shall
maintain insurance against public liability, including that from
personal injury or property damage in or about the premises
resulting front the occupation, use or operation of the
premises, insuring both Landlord, Landlord's managing agent and
Tenant and naming the Landlord and Landlord's management agent
as an additional insured therein, in amount not less than
$1,000,000.00 per occurrence.
16. Rules and Regulations. Tenant agrees to comply with all rules
and regulations Landlord may adopt from time to time for
operation of the Park, and protection and welfare of Park, its
tenants, visitors and occupants. The present rules and
regulations, which Tenant hereby agrees to comply with, entitled
"Rules and Regulations" are attached hereto as Exhibit "B".
Landlord may amend the rules from time to time and any future
rules and regulations shall become a part of this Lease, and
Tenant hereby agrees to comply with the same upon delivery of a
copy thereof to Tenant, providing the same do not materially
deprive Tenant of its rights established under this Lease.
Landlord shall not be liable to Tenant for violation of the
rules and regulations by other tenant(s).
17. Tenant Improvements. Landlord shall perform the Tenant
improvements as set out in Exhibit "C" attached hereto. All
Tenant improvements contemplated herein shall be in accordance
with Landlord's building standard improvements and all
construction material shall be standard building grades as is
ordinary and customary for Landlord at the project. Any
construction or materials which Tenant wishes to improve or
change from building standard or building grades shall only be
made after written agreement and approval with pre-agreed
arrangement
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for payment of any additional costs or expenses as a result
thereof. Certain of the Tenant improvements are being performed
on the Original Source currently occupied by Tenant. Tenant
agrees to reasonably cooperate with Landlord and allow Landlord
to perform the agreed improvements necessary at the Original
Space. Such cooperation shall include the ability of Landlord to
perform these improvements during normal working hours. Landlord
shall cooperate with Tenant to minimize interruption of Tenant's
business operations during the performance of the Tenant
improvements contemplated herein. Excluding solely those
improvements set out in Exhibit "C" attached hereto; Tenant
accepts the premises in "as is" conditions.
18. Tenant specifically acknowledges that improvements to the
Original Space set out in the Original Lease have been
performed. Those improvements do not apply to this Amendment and
do not apply to the Additional Space; the only improvements
contemplated herein being those set out in Exhibit "C".
19. It is specifically understood that Tenant shall pay the Rent for
00000 Xxxxxxxxxxx Xxxxxx South as set out in the lease Extension
Agreement through April 30, 2000. Thereafter, this Amendment
shall apply and the Lease Extension Agreement shall be
superceded and of no effect.
20. The Tenant is hereby granted one option to renew the Lease for
the New Premises for and additional five- (5) year period on the
following terms and conditions:
a. Any right to renew is conditioned upon Tenant not being
in default under any term of the Lease at the time of
election to exercise the option, at the election of
Landlord, at the time the extended period is to begin.
b. If Tenant shall elect to exercise any option, it shall
do so by giving Landlord written notice at least one
hundred eighty (180) days prior to the expiration of the
primary term of the Lease. Failure to provide proper
notice within the time required shall terminate the
pending or remaining option rights of the Tenant.
c. The option to renew can only be exercised as to the
entire New Premises.
d. The base year for the renewal period shall remain 1992.
e. For each consecutive 12 months of the renewal period,
the Base Rent shall increase four (4%) percent over the
Base Rent of the prior 12 month period.
f. Any option to renew relating to or concerning the
Original Space, Additional Space or New Premises, if
any, is no longer in effect and is superceded by the
terms of the renewal option set out in this paragraph
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21. Any option to renew relating to or concerning the Original Space,
Additional Space or New Premises, if any is no longer in effect and is
superceded by the terms of the renewal option set out in this paragraph
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22. Each of the parties represents and warrants that it has dealt with no
broker or brokers in connection with the execution of this Lease, except
Xxxxx Management services and of the parties agrees to indemnify the
other against, and hold it harmless from, all liabilities arising from
any claim for brokerage commissions or finder's fee resulting from the
indemnitor's acts (including, without limitation, the cost of counsel
fees in connection therewith) except for the persons or entities set
forth above.
23. The Property is part of the Flexspace Network (the "Network"). The
Landlord, through the Network, from time to time, may, but is not
required to provide access to services, benefits and/or accommodations
to Tenants within the Network. Tenant understands and agrees that
Landlord is under no legal obligation to maintain, continue or make
available the Network or any part thereof and the network and/or use
thereof is not a condition of or consideration for Tenant entering into
this Lease. Further, Landlord makes no warranties or representations
whatsoever as to any services or products obtained through the Network
and Tenant agrees and acknowledges that any claim, complaint or remedy
shall be against the ultimate provider of the services or products and
not against the Landlord.
24. In the event of a conflict between the terms of this Amendment and the
Original Lease or lease extension agreement, the terms of this Amendment
shall govern. The last sentence of paragraph 4 of the Original lease
shall not apply to the transaction set out I this First Amendment.
Otherwise the terms of the original Lease shall remain in full force and
effects.
Signed and sealed on the date first above written.
Witnesses: Landlord:
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Miramar FlexSpace, Ltd. A Florida
limited partnership
By: Miramar FlexSpace, LLC, it's
general partner
By: AP-Xxxxx SPV, Ltd., its
managing member
By: AP-Xxxxx XX LLC, its general
partner
By: XX Xxxxx Investment Fund, its
managing member
By: Xxxxx Newco-GP, Inc., its
managing general partner
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Xxxx Xxxxxx, Authorized Signatory
Tenant:
Invivo Corporation, A Delaware
Corporation
d/b/a/ Lumidor Safety Products
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By:
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Xxxxx X. Xxxxxxx, President
This Document Prepared By:
Xxxxxx X. Xxxxxxxxxx, Esq.
Xxxxx & Associates
0000 X. Xxxxx Xxxxxxx - #0000
Xxxxx Xxxxxx, XX 00000
