Exhibit 10.11
COMMERCIAL LEASE AGREEMENT
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LONGWOOD, FLORIDA
This Lease Agreement is made and entered into on June 27,1996 between
XXXXXX X. XXXX (hereinafter referred to as "Landlord") and SUNSTAR HEALTHCARE,
INC. (hereinafter collectively referred to as "Tenant").
WITNESSETH
1. Lease Premises: In consideration of the rents, terms, provisions and
covenants of this Lease, Landlord hereby leases, lets to Tenant the building,
land, personal property and fixtures located at 000 X.X. 000, Xxxxxxxx, Xxxxxxx
(hereinafter referred to as "Lease Premises") containing approximately Four
Thousand Three Hundred and Eighty-five (4,385) square feet.
2. Term: The term of this Lease shall commence on July 20, 1996, which
shall be the date upon which substantial completion and acceptance by Tenant of
the Tenant improvements as described herein have been made (hereinafter referred
to as the "Commencement Date") and shall terminate on July 19, 1999, or Thirty-
six (36) months following the Commencement Date. Notwithstanding the foregoing,
Tenant shall be entitled to immediate physical occupancy of temporary space as
defined in Exhibit "C" on July 1, 1996. If Landlord is unable to give
possession of the Lease Premises on the Commencement Date due to any act,
neglect, fault or omission of Landlord or any of his partners, officers,
employees, agents, representatives, contractors or trustees, or Tenant
Improvements are not completed to Tenant's satisfaction which shall not be
unreasonable, the Commencement Date shall be postponed by the number of days of
such delay. In the event of a delay in excess of thirty (30) days in the
Commencement Date, Tenant shall have the right but not the obligation to
terminate this Lease.
3. Rent:
A. Rent: Tenant agrees to pay monthly as rent during the first
twelve (12) months of this Lease, commencing on the Commencement Date, $11.00
per rentable square foot of the Lease Premises, totaling Four Thousand Nineteen
Dollars and Fifty-eight cents ($4,019.58), plus sales tax.
Commencing with the second twelve (12) months of this Lease, Tenant agrees
to pay monthly as rent $11.50 per rentable square foot for a total sum of Four
Thousand Two Hundred and Two Dollars and Twenty-nine cents ($4,202.29), plus
sales tax.
Commencing with the third twelve (12) month period of this Lease, Tenant
agrees to pay $12.00 per rentable square foot for a total sum of Four Thousand
Three Hundred Eighty-Five Dollars ($4,385.00), plus sales tax.
All rent shall be payable to Landlord at the address shown in paragraph 32, or
at any other address designated by Landlord from time to time, on the 20th day
of each and every month.
4. Tenant's Tenant Improvements: Landlord has agreed, at its sole expense,
to make certain improvements in and to the Lease Premises subject to the
conditions contained herein, and to the plans and specifications in the Exhibit
"A" attached hereto and incorporated herein. Promptly after the execution of
this Lease, Landlord shall commence and thereafter complete with due diligence
its construction work and installation of fixtures in accordance with Exhibit
"A". Landlord shall furnish the Tenant all certificates and approvals with
respect to the work done by Landlord or on Tenant's behalf that may be required
from any authority for the issuance of a Certificate of Occupancy. Landlord
and/or its contractors and/or sub-contractors shall obtain and pay for all
permits, licenses, fees, and meters and shall comply with all codes, ordinances
and regulations in performing the Tenant improvements required herein. Landlord
shall require his contractors and/or sub-contractors to furnish Tenant with
evidence of insurance coverage as required by statute relative to the class of
contractors's license held. This evidence of insurance shall include Xxxxxxx'x
Compensation coverage required in the State of Florida. Landlord shall limit
the construction operations, offices and storage to the Lease Premises only and
shall remove all trash, rubbish and surplus material from the project at such
time to prevent trash accumulation.
5. Deposit - Upon execution of this Lease, there shall be due and payable
by Tenant a deposit in an amount equal to one month's rent in order to secure
the performance by Tenant of all covenants, conditions, obligations and
undertakings required of Tenant under the Lease. It is expressly understood
that the deposit shall not be considered an advance payment of base rental or a
measure of Landlord's damages in case of default by Tenant. Upon the occurrence
of any event of default with respect to Tenant's obligations under the Lease,
Landlord may, after having given Tenant ten (10) days written notice and without
prejudice to any other remedy, use the deposit to the extent necessary to make
good any such default caused by Tenant, or any other charges, damage, injury,
expense or liability caused to Landlord by the event of Tenant's default.
6. Repairs and Maintenance.
A. Landlord shall maintain the parking lot, roof, foundation,
including plumbing located within the foundation slab, and the structural
soundness of the exterior walls (excluding all windows, window glass, plate
glass and all doors) of the building and Lease Premises in good repair and
condition except for reasonable wear and tear. Tenant shall repair and pay for
any damage including those repairs which are the responsibility of Landlord,
caused by any negligence or intentional act or omission of Tenant or Tenant's
agents, employees and invitees. Tenant shall immediately give written notice to
Landlord of the need for repairs, which repairs shall be made by Landlord at
Landlord's cost beginning not more than fifteen (15) days after written notice
by Tenant.
1. Landlord shall, at its own expense, maintain all other parts of the
Lease Premises in good repair and condition (including all necessary
replacements), including, but not limited to, the Heating Ventilation Air
Cooling Systems ("HVAC"), downspout, fire sprinkler system and lavatories.
Tenant shall take good care of the Lease Premises and its fixtures.
Should Tenant neglect to keep and maintain the Lease Premises, reasonable wear
and tear excepted, then Landlord after having given Tenant written notice and
thirty (30) days to comply, shall have the right, but not the obligation, to
have the work done and the costs shall be charged to Tenant as additional rent
and shall become payable by Tenant with the payment of Rent next due hereunder.
2. Landlord shall provide Tenant, during the term of this Lease and
any renewal hereof, with the duplicate original of a maintenance contract with a
reputable HVAC maintenance firm in the form and substance acceptable to Tenant.
Should the Landlord fail to provide Tenant with the duplicate original of
maintenance contract within forty-five (45) days from the Commencement Date,
Tenant shall have the option not the obligation, to obtain on behalf of the
Landlord, a maintenance contract. The cost of such contract shall become payable
by Landlord immediately upon notice by Tenant.
3. Tenant shall not allow any damage to be committed on any portion
of the Lease Premises. Tenant shall deliver the Lease Premises to Landlord in as
good condition as existed at the Commencement Date of this Lease, ordinary wear
and tear excepted. The cost of any repairs necessary to restore the condition of
the Lease Premises shall be borne by Tenant, and if Landlord undertakes to
restore the Lease Premises it shall have a right of reimbursement against Tenant
which right shall survive the termination of this Lease.
7. Utility Service. Landlord shall provide the normal utility service
connections into the Lease Premises. Tenant shall pay the cost of all utility
services, including all charges for gas, water and electricity and janitorial
service used in the Lease Premises.
8. Signs. Landlord shall provide a $1,000.00 allowance toward the expense
of placing a sign selected by Tenant on the Grant Street sign adjacent to the
Lease Premises, as well as in each location of the Lease Premises, whereat
Hallmark Builders currently has placed signage. The $1,000.00 allowance shall
be paid from the Advance Rent as described in Section 34 of this Lease.
9. Usage. Tenant warrants and represents to Landlord that the Lease
Premises shall be used and occupied solely for general office use.
10. Compliance With Laws, Rules and Regulations. Tenant, shall, at its
sole cost and expense, comply with all of the requirements of all municipal,
state and federal authorities now in force, or which may hereafter be in force,
pertaining to the Lease Premises, and shall faithfully observe in the use of the
Lease Premises all municipal ordinances and state and federal statutes now in
force or which may hereafter be in force. Notwithstanding the foregoing, Tenant
shall not be responsible for compliance with the American Disability Act, or any
similar laws. Landlord warrants that the Lease Premises complies with the
requirements of all municipal ordinances and State and Federal Statutes now in
force. The judgment of any court of competent jurisdiction, or the admission by
Tenant in any action or proceeding that Tenant has violated any such ordinance
or statute pertaining to the Lease Premises, shall be conclusive of that fact as
between Landlord and Tenant.
11. Insurance.
A. Tenant shall not permit the Lease Premises to be used in any way
which would, in the opinion of Landlord, be extra hazardous on account of fire
or otherwise which would in any way increase or render void the fire insurance
on leasehold improvements. If at any time during the term of this Lease the Sate
Board of Insurance or other insurance authority disallows any of the Landlord's
credits or imposes an additional penalty or surcharge in Landlord's insurance
premiums because of Tenant's original or subsequent use of the Lease Premises or
any other act of Tenant, Tenant agrees to pay as additional Rents the increase
in Landlord's insurance premiums.
B. Tenant shall obtain and maintain in force throughout the term of
this Lease general public liability insurance in the amount of $100,000.00 /
$300,000.00. Said policy shall name both Landlord and Tenant as insured (with a
cross-liability endorsement), shall be issued by an insurance company or
companies authorized to do business in the State of Florida, shall be issued as
a primary policy and shall contain a provision requiring the insurer to give
Landlord at least thirty (30) calendar days prior written notice before any
termination or expiration of said policy for any reason. Prior to the
commencement of this Lease and prior to the expiration of the term of each such
policy, Tenant shall deliver to Landlord the original of such a policy or proper
certificate from the insurer.
C. Landlord shall, at all times during the term of this Lease,
maintain and pay for a policy or policies of insurance with the premiums paid in
advance, issued by and binding upon some solvent insurance company, insuring the
Lease Premises against all risk of direct physical loss in an amount Landlord
deems appropriate; provided that Landlord shall not be obligated in any way or
manner to insure any personal property (including, but not limited to, any
furniture, machinery, goods or supplies) of Tenant or which Tenant may have upon
or within the Lease Premises or any fixtures installed by or paid for by Tenant
upon or within the Lease Premises or any additional improvements which Tenant
may construct on the Lease Premises.
D. Tenant shall maintain in full force and effect on all of its
fixtures and equipment in the Lease Premises, a policy or policies of fire
insurance with extended coverage endorsement to the extent of replacement value
required to negate the effect of a co-insurance provision. Said policy shall be
issued by an insurance company or companies authorized to do business in the
State of Florida. Landlord shall have no interest in the insurance upon Tenant's
equipment and fixtures.
12. Taxes. Tenant shall pay, before they are delinquent, all taxes levied
or assessed on Tenant's fixtures, equipment and personal property in and on the
Lease Premises, whether or not affixed to the real property. If at any time
after any tax or assessment has become due or payable, Tenant neglects to pay
such tax or assessment, Landlord shall be entitled to pay the delinquent tax or
assessment at any time thereafter and such amount shall be deemed to be
additional Rent for the Lease Premises due and payable by Tenant at the time of
the next following monthly Rent payment.
13. Waiver of Subrogation. Anything in this Lease to the contrary
notwithstanding, Landlord and Tenant hereby waive and release each other of and
from any and all rights of recovery, claim, action or cause of action, against
each other, their agents, officers and employees, for any loss or damage that
may occur to the Lease Premises, improvements to the Lease Premises or personal
property (building contents) within the Lease Premises, by reason of fire or the
elements regardless of cause or original, including negligence of Landlord or
Tenant and their agents, officers and employees, provided such losses are
covered by insurance. Because this paragraph will preclude the assignment of
any claim mentioned in it by way of subrogation or otherwise to an insurance
company or any other person, each party to this Lease agrees immediately to give
notice to each insurance company which has issued to it policies of insurance
covering all risk of direct physical loss, and to have the insurance policies
properly endorsed, if necessary, to prevent the invalidation of the insurance
coverage by reason of the mutual waivers contained in this paragraph.
14. Alterations and Improvements. Tenant shall not make or allow to be
made any alterations or physical additions in or to the Lease Premises without
first obtaining the written consent of Landlord, which consent shall not be
unreasonably withheld. Any alterations, physical additions or improvements to
the Lease Premises made by Tenant shall at once become property of Landlord and
shall be surrendered to Landlord upon the termination of this Lease. This
clause shall not apply to movable equipment or furniture owned by Tenant which
may be removed by Tenant at the end of the term of this Lease, if Tenant is not
then in default and if such equipment and furniture is not then subject to any
other rights, liens and interests of Landlord.
15. Mechanic's Liens. No work performed by Tenant whether in the nature
of erection, construction, alteration or repair, shall bee deemed to be for the
immediate use and benefit of Landlord. No mechanic's or other lien shall attach
to or be allowed to stand against the estate of Landlord by reason of any
improvements made by Tenant or at the request or direction of Tenant. Tenant
shall pay promptly all persons furnishing labor or materials with respect to any
work performed by Tenant or its contractor(s) in, on or about the Lease
Premises. In the event any mechanic's or other lien shall at any time be filed
against the Lease Premises or the Commercial Center by reason of work, labor,
services or materials performed or furnished, or alleged to have been performed
or furnished, to Tenant or to anyone holding the Lease Premises through or under
Tenant, Tenant shall cause the same to be discharged of record or bonded to the
satisfaction of Landlord. If Tenant shall fail to cause such lien to be so
discharged or bonded after being notified of the filing thereof, then in
addition to any other right or remedy of Landlord, Landlord may discharge the
same by paying the amount claimed to be due, and the amount so paid by Landlord
(including actual attorney's fees and expenses incurred by Landlord either
defending against such lien or in procuring the discharge of such lien),
together with interest thereon, shall be due and payable by Tenant to Landlord
as additional Base Rental. Nothing herein contained shall be construed as a
consent by Landlord for Tenant to make any alterations, improvements,
installations or additions so as to give rise to any right to any laborer or
materialman to file any mechanic's lien or any notice thereof, or any other lien
purporting to affect Landlord's property or the Commercial Center.
NOTICE AND DISCLAIMER PURSUANT TO (S)713.10, FLA. STAT.
PURSUANT TO (S)713.10, FLA. STAT., THE FEE SIMPLE INTEREST OF THE LANDLORD
SHALL NOT BE SUBJECT TO LIENS FOR IMPROVEMENTS, ALTERATIONS, ADDITIONS,
REMODELING OR REPAIRS ON TO OR ABOUT THE LEASE PREMISES MADE BY TENANT OR UNDER
THE DIRECTION OR REQUEST OF TENANT. A COPY OF THIS LEASE HAS BEEN RECORDED IN
THE PUBLIC RECORDS OF ORANGE COUNTY, FLORIDA.
16. Condemnation. If, during the term (or any extension or renewal) of
this Lease, any of the Lease Premises is taken for any public or quasi-public
use under any governmental law, ordinance or regulation, or by right of eminent
domain or by purchase in lieu thereof, and the taking would prevent or
materially interfere with the use of the Lease Premises for the purpose for
which they are then being used, this Lease shall terminate and the Rent shall
stop effective on the date physical possession is taken by the condemning
authority or upon the vacating of the Lease Premises by the Tenant.
17. Fire and Casualty.
A. If the Lease Premises should be totally destroyed by fire or other
casualty, or if the Lease Premises should be so damaged so that rebuilding
cannot reasonably be completed within 60 working days after the date of the
destruction, Tenant shall have the option to terminate and the Rent and other
amounts due under this Lease shall stop effective as of the day of the
destruction.
B. If the Lease Premises should be partially damaged by fire or other
casualty, and rebuilding or repairs can reasonably be completed within 60
working days from the date of written notification by Tenant to Landlord of the
destruction, this Lease shall not terminate and Landlord will at its sole risk
and expense proceed with reasonable diligence to rebuild or repair the Lease
Premises or other improvements to substantially the same condition in which they
existed prior to the damage, provided, however, that Landlord shall have no
obligation to restore or repair any alteration(s) or improvement(s) made by
Tenant to the Lease Premises at Tenant's cost. If the Lease Premises are to be
rebuilt or repaired and are untenantable in whole or in part following the
damage, and the damage or destruction was not caused or contributed to by act of
gross negligence of Tenant, its agents, employees, invitees or those for whom
Tenant is responsible, the rent payable under this Lease during the period for
which the Lease Premises are untenantable shall be adjusted on a prorated basis.
In the event that Landlord fails to complete the necessary repairs or rebuilding
within 60 working days from the date of written notification by Tenant to
Landlord of the destruction, Tenant may at its option terminate this Lease by
delivering written notice of termination to Landlord, whereupon all rights and
obligations under this Lease shall cease to exist.
18. Hold Harmless.
A. Tenant shall not be liable to Landlord or Landlord's employees,
agents, invitees, licensees or visitors, or to any other persons, for any injury
to person or damage to property on or about the Lease Premises caused by the
negligence or misconduct of Landlord, its agents, servants or employees, or
caused by the improvements located on the Lease Premises being out of repair, or
caused by leakage of gas, oil, water or steam or by electricity emanating from
the Lease Premises. Landlord agrees to indemnify and hold harmless Tenant of and
from any loss, attorney's fees, expenses or claims arising out of any such
damage or injury.
B. Landlord shall not be liable to Tenant or Tenant's employees,
agents, invitees, licensees or visitors, or to any other persons, for any injury
to person or damage to property on or about the Lease Premises caused by the
negligence or misconduct of Tenant, its agents, servants or employees, or of any
other person entering upon the Lease Premises under express or implied
invitation by Landlord. Tenant agrees to indemnify and hold harmless Landlord of
and from any loss, attorney's fees, expenses or claims arising out of any such
damage or injury.
19. Quiet Enjoyment. Landlord warrants that it has full right to execute
and to perform this Lease and to grant the estate demised and that Tenant, upon
payment of the required Rent and other amounts due hereunder and performing the
terms, conditions, covenants and agreements contained in this Lease, shall
peaceably and quietly have, hold and enjoy the Lease Premises during the full
term of this Lease as well as any extension or renewal thereof.
20. Landlord's Right of Entry.
A. Landlord shall have the right, at all reasonable business hours,
and with reasonable notice, to enter the Lease Premises for the following
reasons: inspection; cleaning, or making repairs; making alterations or
additions as Landlord may deem necessary or desirable with prior written
approval by Tenant, which shall not be unreasonably withheld.
B. Landlord shall have the right, at all reasonable business hours,
and with reasonable notice, to enter the Lease Premises during the last three
months of this Lease for the purpose of exhibiting the Lease Premises, and the
Landlord shall also have the right to post on the exterior of the Lease Premises
the usual notice and/or signs advertising the premises "For Rent" or other such
similar advertising as Landlord deems necessary.
21. Assignment or Sublease. Landlord shall have the right to transfer or
assign, in whole or in part, its rights and obligations under this Lease.
Tenant shall not assign this Lease or sublet all or any part of the Lease
Premises without the prior written consent of Landlord which consent may be in
the form of a letter to Tenant and which shall not be unreasonably withheld.
22. Default by Tenant. The following shall be deemed to be events of
default by Tenant under this Lease:
A. Tenant shall fail to pay when due any installment of
Rent or any other amounts required including any grace and notice
requirements included herein, pursuant to this Lease;
B. Tenant shall fail to comply with any term, provision
or covenant of this Lease, other than the payment of Rent, and the
failure is not cured within thirty (30) days after written notice
to Tenant;
C. Tenant shall do or permit to be done any act which
results in a lien being filed against the Lease Premises, and/or
Landlord's fee simple interest of which the Lease Premises are a
part and such lien is not cured within sixty (60) days.
23. Remedies for Tenant's Default. Upon the occurrence of any event of
default set forth in this Lease, Landlord shall have the option to pursue any
one or more of the following remedies with prior written notice or demand and
provided Tenant is given at least thirty (30) days from the date of notice to
cure such default:
A. Terminate this Lease in which event Tenant shall immediately
surrender the Lease Premises to Landlord, and if Tenant fails to surrender the
Lease Premises, Landlord may, without prejudice to any other remedy which it may
have for possession or arrearages in Rent and any other amounts due hereunder,
enter upon and take possession of the Lease Premises, in accordance with the
law.
B. Enter upon and take possession of the Lease Premises in
accordance with the law.
C. Enter upon the Lease Premises, in accordance with the law, and do
whatever Tenant is obligated to do under the terms of this Lease.
D. All rights and remedies of the Landlord herein enumerated in the
event of a default, shall be cumulative and nothing herein shall exclude any
other right or remedy allowed by law.
24. Waiver of Default or Remedy. Failure of either party 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 either party shall have the right to declare the default at any
time and take such action as is lawful or authorized under this Lease. Pursuit
of any one or more of the remedies set forth herein shall not preclude pursuit
of any remedy provided in the Lease or constitute forfeiture or waiver of any
Rent or other amounts due hereunder or damages accruing to the non-defaulting
party by reason of the violation of any of the terms, provisions or covenants of
this Lease. Failure by either party to enforce one or more of the remedies
provided upon an event of default shall not be deemed or construed to constitute
a waiver of the default or of any other violation or breach of any of the terms,
provisions and covenants contained in this Lease.
25. Landlord's Warranties. Landlord represents and warrants that it
shall, during the term of this Lease, maintain the Building and the land on
which it is located in compliance with all applicable federal, state and local
laws and regulations, as amended, including, without limitation, those relating
to hazardous materials, clean air, and people with disabilities.
Landlord hereby represents and warrants that the heating, air
conditioning, ventilating, electrical and life safety systems serving the
Premises are in working order. Landlord shall, at its own expense, maintain in
working order all such systems, and all facilities and equipment necessary for
the operation of the Building, and the land on which the Building is located
including, without limitation, the Building roof and nearby parking areas.
Landlord agrees to make all repairs that may be reasonably necessary.
Landlord shall, at its own cost and expense, comply with Americans
with Disabilities Act of 1990, as now or hereafter amended, and the rules and
regulations from time to time promulgated thereunder ("Act"). Landlord
acknowledges that Tenant shall have no responsibility with respect to the
Building for complying with the Act.
26. Force Majeure. Landlord and Tenant shall be excused for the period of
any delay in the performance of any obligation hereunder (except as to Tenant
with respect to the payment of Renter Additional Rent hereunder) when prevented
from so doing by a cause or causes beyond its control, including without
limitation all shortage of materials, civil commotion, war, warlike operations,
invasion, rebellion, hostilities, military or usurped power, sabotage,
governmental regulations or controls, fire or other casualty, inability to
obtain any material, services or financing, or through act of God (collectively,
"Force Majeure").
(A) Nothing contained in this Section or elsewhere in this Lease shall
be deemed to excuse or permit any delay in the payment of the Rent, or any delay
in the cure of any default which may be cured by the payment of money;
(B) Either party shall give the other Notice of the existence of any
Force Majeure event within five (5) days after the commencement of the Force
Majeure event.
27. Attorney's Fees. In the event that Tenant or Landlord shall incur any
expense for the enforcement of any provision of this Lease against the other,
the prevailing party (or the party not in default in the event that suit is not
filed) shall be entitled to recover from the other all costs associated with the
enforcement of any provision of this Lease, including a reasonable attorney's
fee (including at all appellate levels).
28. Rights of First Mortgages. Tenant accepts this Lease subject and
subordinate to any recorded first mortgage or deed of trust or lien presently
existing or hereafter created upon the Lease Premises. Landlord is hereby
irrevocably vested with full power and authority to subordinate Tenant's
interest under this Lease to any first mortgage or deed of trust or lien
hereafter placed on the Lease Premises, and Tenant agrees upon demand to execute
additional instruments subordinating this Lease as Landlord may require. If the
interests of Landlord 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 Lease Premises,
Tenant at its sole option, may terminate this Lease. If Tenant does not opt to
terminate the Lease, then Tenant shall be bound to the transferee (sometime
called the "Purchaser"), the option of the Purchaser, under the same terms,
covenants and conditions of this Lease for the balance of the term remaining,
and any extensions or renewals, with the same force and effect as if the
Purchaser were Landlord under this Lease, and, if requested by the Purchaser,
Tenant agrees to attorn to the Purchaser, including the first mortgagee under
any such mortgage if it be the Purchaser, as its Landlord.
29. Estoppel Certificates. Within ten (10) days after request by Landlord
or Landlord's mortgagee, Tenant agrees to furnish a statement certifying, if
applicable, that Tenant is in possession of the Lease Premises; the Lease
Premises are acceptable; the Lease is in full force and effect; the Lease is
unmodified; Tenant claims no present charge, lien, or claim of offset against
rent; the rent is paid for the current month; there is no existing default by
reason of some act of omission by Landlord; and such other matters as may be
reasonably required by Landlord or Landlord's mortgagee.
30. Successors. This Lease shall be binding upon and inure to the benefit
of Landlord and Tenant and their respective heirs, personal representatives,
successors and assignees. It is hereby covenanted and agreed that should
Landlord's interest in the Lease Premises cease to exist for any reason during
the term of this Lease, then notwithstanding the happening of such event this
Lease nevertheless shall remain unimpaired and in full force and effect and
Tenant hereunder agrees to attorn to the then owner of the Lease Premises.
31. Construction of Language. 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 of intent of such paragraph. If any provisions of this
Lease shall ever be held to be invalid or unenforceable, such invalidity or
unenforceability shall not affect any other provision of this Lease, and such
other provisions shall continue in full force and effect.
32. Notice.
A. All rent and other payments required to be made by Tenant shall
be payable to Landlord at the address set forth below, or at any other address
as Landlord may specify from time-to-time by written notice.
B. All payments required to be made by Landlord to Tenant shall be
payable to Tenant at the address set forth below, or at any other address within
the United States as Tenant may specify from time-to-time by written notice.
C. Any notice or document required or permitted to be delivered by
this Lease shall be deemed to be delivered (whether or not actually received)
when deposited in the United States Mail, postage prepaid, certified mail,
return receipt requested, addressed to the parties at the respective addresses
set out below:
LANDLORD: TENANT:
XXXXXX X. XXXX SUNSTAR HEALTHCARE, INC.
585 S.R. 434 521 S.R. 434
Xxxxxxxx, XX 00000 Xxxxxxxx, XX 00000
33. Renewal Option: Tenant shall have the right and option to extend the
term of this Lease for two(2) periods of three (3) years, unless this Lease
shall be sooner terminated as provided herein. Such extended period shall
commence on the day immediately succeeding the expiration of the original or any
renewal term and shall end at midnight of the day immediately following the
third anniversary of the first day of such extended period. Tenant may
exercise each such option to extend the term of the Lease by written notice sent
by certified or registered mail, return receipt requested, to Landlord at least
ninety (90) days prior to the end of the period of the term then in effect. The
giving of such notice by the Tenant to the Landlord shall automatically extend
the term and no instrument of renewal need be executed. The rental rate for the
renewal terms shall be negotiated between the parties, but in no event, shall
such rental rate be more than 105% of the last month's rent of the term
immediately preceding the renewal term.
34. Advance Rent: Any monies paid by Tenant toward commissions,
legal fees, and signage shall be considered Advance Rent, and credited by
landlord beginning with the second month of this lease as further outlined on
Exhibit "D."
35. Free Rent: Landlord agrees to provide Tenant with the equivalent
free rent beginning July 1, 1996 and ending on the commencement date of this
lease for space as defined in Exhibit "C."
36. Furnishings/Personal Property: Landlord agrees and acknowledges
that in conjunction with the leasing of the Lease Premises to Tenant, Tenant
shall be entitled to the use of furnishings per Exhibit "A." Any of Landlord's
furnishings which are located in the space as defined in Exhibit "A" of this
lease will be removed by Landlord within 7 days of notice by Tenant.
37. Recordation: Landlord hereby consents to the recordation of this
Lease or a Memorandum of this Lease in the Public Records of Seminole County,
Florida.
Signed this 27th day of June, 1996.
LANDLORD:
By: /s/ Xxxxxx X. Xxxx
-------------------------
XXXXXX X. XXXX
Title:
WITNESS:
/s/ Xxxxxxx X. Xxxxxx
-------------------------
Xxxxxxx X. Xxxxxx
Printed Name of Witness
-------------------------
-------------------------
Printed Name of Witness
STATE OF FLORIDA
COUNTY OF ORANGE
I HEREBY CERTIFY that on this day before me, an officer duly
authorized to take acknowledgments and oaths personally appeared XXXXXX X. XXXX,
personally known to me or who produced FL License No. N300-724-34-33 as
-----------------------------
identification, and who executed the foregoing Commercial Lease, and
acknowledged before me, that he executed the same freely and voluntarily and for
the purposes therein expressed.
WITNESS, my hand and official seal of office, this 27th day of
June, 1996.
/s/ Xxxxx X. Xxxxxx
-------------------------
NOTARY PUBLIC
Commission No. CC 387222
Xxxxx X. Xxxxxx
Bonded thru Atlantic Bonding Co., Inc.
My Commission Expires: July 17, 1998
TENANT:
By: /s/ Xxxxx Xxxxx
-------------------------
Xxxxx Xxxxx
Executive Vice President
WITNESS:
/s/ Xxxxxx Xxxxxxx
-------------------------
Xxxxxx Xxxxxxx
--------------
Printed Name of Witness
/s/ Xxxxxxx Xxxxxx
-------------------------
Xxxxxxx Xxxxxx
--------------
Printed Name of Witness
STATE OF FLORIDA
COUNTY OF ORANGE
I HEREBY CERTIFY that on this day before me, an officer duly
authorized to take acknowledgments and oaths personally appeared XXXXX XXXXX,
personally known to me or who produced __________________________________ as
----------------
identification, and who executed the foregoing Commercial Lease, and
acknowledged before me, that he executed the same freely and voluntarily and for
the purposes therein expressed.
WITNESS, my hand and official seal of office, this 20th day of
June, 1996.
/s/ Xxxxxx Xxxxxxx
-------------------------
Xxxxxx Xxxxxxx
--------------
NOTARY PUBLIC
Commission No. CC 537465
Bonded thru Atlantic Bonding Co., Inc.
My Commission Expires: March 04, 2000
--------------------------------------------------------------------------------
(new page)
EXHIBIT "A"
-----------
Furniture to be included in this Lease shall include all existing furniture
excepting the following: (Area#'s are as designated on Exhibit "B".)
AREA # ITEMS TO BE EXCLUDED
1. All furniture and built-ins to be removed.
2. All furniture and built-ins to be removed
3. All furniture and built-ins to be removed
4. All furniture and built-ins to remain
5. All furniture and built-ins to be removed.
6. All furniture and built-ins to be removed.
7. All furniture and built-ins to remain.
8. All furniture and built-ins to be removed.
Conference table to be provided.
9. All furniture and built-ins to be removed.
10. All furniture and built-ins to remain.
11. All furniture and built-ins to be removed.
12. All furniture and built-ins to be removed.
13. All furniture and built-ins to remain
14. All furniture and built-ins to be removed.
In addition to the furniture listed above, Landlord will provide 26 5-drawer
file cabinets. All file cabinets shall be moved into the attic area.
--------------------------------------------------------------------------------
(new page)
EXHIBIT "B"
-----------
Landlord shall modify the Premises, at its sole expense, as indicated on this
plan. In addition, landlord shall complete the following items:
1. In the areas where walls are being demolished or built-ins being removed,
carpet shall be replaced and walls shall be refinished to match existing
finishes as necessary.
2. In all areas, finishes shall be repaired as necessary and carpet cleaned.
3. New door to be installed in area "2" shall be consistent in quality, style
and finish to existing doors.
[Schematic on original lease drawing of first floor interior of 000 Xxxx Xxxxx
Xxxx 000, Xxxxxxxx, Xxxxxxx 00000]
--------------------------------------------------------------------------------
(new page)
EXHIBIT "C"
-----------
[Schematic on original lease drawing of first and second floors interior of 000
Xxxx Xxxxx Xxxx 000, Xxxxxxxx, Xxxxxxx 00000] (new page)
(new page)
EXHIBIT "D"
-----------
The following payments will be made by Tenant as indicated:
1. Rent according to Section 3 of this Lease.
2. A Security Deposit of $4,019.58 shall be paid upon execution of this Lease.
3. The first month's rent of $4,019.58 plus applicable sales tax shall be paid
upon execution of this Lease.
4. Tenant shall make payments as outlined on the schedule below. All such
payments are considered to be Advanced Rent.
PAYMENT SCHEDULE
----------------
Description Paid By Paid To Amount
----------- ------- ------- ------
Upon Execution:
Commission Tenant Strictly Commercial $2,775.51
Legal Fees Tenant Xxxxxx & Xxxxxx, P.A. 500.00
Security Deposit Tenant Xxxxxx X. Xxxx 4,019.58
Rent for period
7/20/96 - 8/19/96 Tenant Xxxxxx X. Xxxx 1,000.00
Upon commencement:
Commission Tenant Xxxxxxx Realty Inc. 3,025.51
Commission Tenant Strictly Commercial 3,025.51
Signage Tenant Sign contractor 1,000.00
August 20, 1996 Rent for the period 8/20/96 - 9/19/96 0.00
September 20, 1996 Rent for the period 9/20/96 - 10/19/96 0.00
October 20, 1996 Rent for the period 10/20/96 - 11/19/96 2,576.32
November 20, 1996 - End of Lease As per section 3 of this Lease
