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EXHIBIT 10(b)(i)
LEASE
THIS LEASE AGREEMENT, made and entered into this 7th day of May, 1987,
by and between R. F. PROPERTIES, LIMITED, hereinafter called "Lessor", and
MEDICAL HIGH TECHNOLOGY INTERNATIONAL, INC. hereinafter called "Lessee".
WITNESSETH:
In consideration of the mutual covenants of the respective parties, as
herein provided, and the strict, prompt, and punctual performance of each of
the covenants by the Lessee on his part, agreed and covenanted to be performed,
the Lessor agrees to lease to Lessee the property described below:
A 40,000 square foot building on Lot 7 (4.33 acres) in the Xxxxx ICOT
Center. Interior finishes to be built out in accordance with plans by
Xxxxx Xxxx Xxxxxx, Architect, dated April 20, 1987 and revised April
25, 1987, attached hereto as Exhibit A.
Lessor guarantees said building and other items covered by the plans
and specifications against defective workmanship and/or materials for a period
of one (1) year from the date of occupancy of said building, and Lessor does
further agree, at its own cost and expense to repair or replace any items
occasioned by defective workmanship and/or materials during said one (1) year
period.
Save and except for the aforesaid one (1) year guarantee against
defective materials and/or workmanship, the Lessee shall from the beginning of
the term of this lease have and hold the demised premises as they shall then be
without any liability or obligation on the part of the Lessor for making any
alterations, improvements, or repairs of any kind on or about said demised
premises for the term of the within lease or any renewal thereof and the Lessee
agrees to maintain the demised premises and all parts thereof in a good and
sufficient state of repair.
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Rental Period. The term of this lease shall be for ten (10) years
which term will commence on the 1st day of July, 1987, or when ready for
occupancy, and shall continue until midnight on the 30th day of June, 1997.
Rental. In the first year, Lessee shall pay as rent to the Lessor the
sum of Two Hundred Twenty Thousand ($220,000.00) Dollars. Said rental shall be
payable in regular monthly payments of Eighteen Thousand Three Hundred Thirty
Three and 33/100 ($18,333.33) Dollars per month, payable the first day of each
month in advance, commencing the first day of occupancy# .
In addition to the monthly rent, Lessee agrees to pay all sales or use
taxes required on the rental payments. It is hereby agreed that if any
installment of rent or any other sum due from Lessee is not received by Lessor
within seven (7) days after such amount shall be due, Lessee shall pay to
Lessor a late charge equal to six (6) percent of such overdue amount. Rental
payments shall be delinquent if not paid within seven (7) days of the date due.
Rental for the years subsequent to the initial year of this lease
shall over the preceding twelve month period, in the Consumer Price Index
(United States - All Urban Consumers - All Items - 1967=100) published by the
Bureau of Labor Statistics of the United States Department of Labor or
comparable substitute if this becomes unavailable, provided, however, said
percentage increase shall not be greater than ten (10%) percent for each year.
#Lessor agrees to a rent abatement of fifty percent (50%) for each month during
the first year of this lease.
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Security Deposit. The Lessee has deposited with the Lessor the sum of
$30,000.00 as security for the full and faithful performance by the Lessee of
all the terms, covenants and conditions of this lease. The security deposit
shall be returned to the Lessee at the expiration of this lease less any sums
required therefrom to enforce the terms of this lease. Lessor shall have the
right to apply any part of the deposit to cure any default of the Lessee, and
if the Lessor does so, Lessee shall upon demand deposit with Lessor the amount
so applied to restore the security to the original sum deposited within five
(5) days after receipt of demand therefore.
Use. The premises are leased to Lessee solely for the following use
and no other use can be made of the premises during the term without written
consent of the Lessor:
Manufacturing, sales and service of electronic products for the
medical field. No use considered hazardous by Lessor's insuror will
be permitted.
Lessee shall not use or occupy the demised premises or knowingly
permit the demised premises to be used or occupied contrary to any statute,
rule, order, ordinance, requirement or regulation applicable thereto or in any
manner which would violate any certificate of occupancy affecting the same, or
which would cause structural injury to the improvements or cause the value or
usefulness of the demised premises or any part thereof substantially to
deminish (reasonable wear and tear excepted) or which would constitute a public
or private nuisance or waste, and Lessee agrees that it will, promptly upon
discovery of any such use, take all necessary steps to compel the
discontinuance of such use.
Taxes and Assessments. Lessee covenants and agrees to pay and
discharge before delinquency thereof and before penalties shall accrue thereon,
all taxes and assessments on the premises, including improvements thereof, due
and payable during the term of
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this lease and any renewals thereof, unless the same are being contested in
good faith by Lessee, in which event Lessee must deposit the amount of taxes or
bond same with the appropriate governmental taxing authority. In such event
payment shall be made by Lessee promptly after all contested proceedings are
completed; provided, however, that all taxes and assessments during the first
and last years of the lease, as defined, shall be apportioned equitably between
Lessor and Lessee commencing upon the date that the Certificate of Occupancy is
issued. Then Lessor shall, upon that date, make all appropriate arrangements
with the local taxing authorities to have all real estate tax and assessments
bills payable by Lessee under this section sent directly to the Lessee at its
address specified in accordance with the section relating to notices set forth
herein.
At the option of Lessor, Lessee shall pay to Lessor the known or
estimated yearly real estate taxes and assessments levied or to be levied
against the demised premises in monthly payments equal to one-twelfth (1/12) of
the known or estimated yearly real estate taxes and assessments levied or to be
levied against the demised premises. If the total monthly payments, as made
under this paragraph, shall exceed the amounts of payments necessary for said
taxes and assessments, such excess shall be credited on subsequent monthly
payments of the same nature, but if the total of such monthly payments so made
under this paragraph shall be insufficient to pay such taxes and assessments
when due, then the Lessee shall pay to the Lessor such amount as may be
necessary to make up the deficiency.
If at any time during the term of this lease, under the laws of the
state or any political subdivision thereof in which the demised premises are
situated, a tax or excise on rents or other tax, however described, is levied
or assessed by said state or political subdivision against the Lessor or the
annual or monthly rent expressly reserved under this lease, the Lessee
covenants to pay and discharge such tax or excise on rents or other tax but
only to the extent of the amount thereof which is lawfully
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assessed or imposed upon the Lessor and which was so assessed or imposed as a
direct result of the Lessor's ownership of the demised premises, or of this
lease, or of the rentals accruing under this lease, it being the intention of
the parties hereto that the rent to be paid hereunder shall be paid to the
Lessor absolutely net without deduction of any nature whatsoever, foreseeable
or unforeseeable, except as in this lease otherwise expressly provided.
Nothing herein contained shall require the Lessee to pay any estate,
inheritance, succession, capital, levy or transfer tax of the Lessor, or any
income, excess profits tax of Lessor.
Lessee covenants to furnish Lessor within thirty (30) days after the
date upon which any such imposition is payable by the Lessee, as in this
paragraph provided, official receipts of the appropriate taxing authority or
other proof satisfactory to Lessor, evidencing the payment thereof.
Utilities. Lessee shall pay or cause to be paid all charges for
water, sewer, gas, electricity, light, heat, power, telephone or all other
utility services used, rendered or supplied to or in connection with the
premises during the term of this lease and any renewals thereof, commencing
upon the issuance of the Certificate of Occupancy or conditional Certificate of
Occupancy on the premises. If these charges are not paid when due and Lessor
is required to pay same, they will be added to the subsequent month's rent and
shall be collectible from Lessee in the same manner as rent. Lessor shall not
be liable for damages to Lessee's business and/or inventory or for any other
claim by Lessee resulting from an interruption in utility services if such
damage or business interruption or inventory loss is not caused by the
negligence of the Lessor or its agents or employees or any other individual
under its direction. Lessee shall pay and hold the Lessor harmless from and on
account of all claims for occupational license, personal property taxes or
other obligations attributable to the operation of the Lessee's business on the
premises.
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Repairs. Save and except as is otherwise expressly provided herein,
the Lessee covenants throughout the term of this lease and any renewal terms,
at the Lessee's sole cost and expense, to take good care of the demised
premises, including the building and improvements now or at any time erected
thereon, the equipment, fixtures, motors and machinery thereof, and the
sidewalks, curbs, roadways, parking areas and fences, if any, and to keep the
same in good order and condition, and shall promptly at the Lessee's own cost
and expense make all necessary repairs, interior and exterior, structural and
non-structural. All such repairs made by the Lessee shall be equal in quality
and class to the original work and the plans for such repairs shall be approved
in writing by Lessor prior to commencement of the repairs. The Lessee shall
keep and maintain all portions of the demised premises and the sidewalks
adjoining the same in a clean and orderly condition, free of accumulation of
dirt and rubbish. The Lessee shall maintain all landscaping, keeping same neat
and properly trimmed and fertilized and agrees to pay for any assessment levied
to property owners for common area maintenance and any charges for street
lighting.
Abandonment or Vacation of Premises. If the Lessee shall abandon or
vacate said premises before the end of the term of this lease, the Lessor may,
at his option, forthwith cancel this lease or it may enter said premises as the
agent of the Lessee, by force or otherwise, without being liable in any way
therefore, and relet the premises with or without any furniture or equipment
that may be therein, as the agent of the Lessee, at such price and upon such
terms and for such duration of time as the Lessor may determine, and receive
the rent therefor, applying the same to the payment of the rent due by these
presents, and if the full rental herein provided shall not be realized by
Lessor over and above the expenses to Lessor in such re-letting, the said
Lessee shall pay any deficiency, and if more than the full rent is realized
Lessor will pay to said Lessee the excess on demand.
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Indemnity-Liability Insurance. Lessee covenants and agrees to
indemnify and save Lessor harmless from and against any and all claims for
damages or injuries to good, wares, merchandise and property, and for any
personal injury or loss of life in, upon, or about the demised premises.
The Lessee covenants to provide on or before the commencement date of
the term herein and keep in force during the term of this lease, a
comprehensive liability policy of insurance, insuring the Lessor and Lessee
against any liability whatsoever occasioned by accident on or about the demised
premises or any appurtenances thereto. Such policy shall be written by an
insurance company with a Best rating of A+ in the amount of One Million Dollars
($1,000,000.00) in respect of any one person, and in the amount of One Million
Dollars ($1,000,000.00) in respect of any one accident and One Million Dollars
($1,000,000.00) for property damage. If during the term of this Lease the
Lessor reasonably believes this coverage is inadequate, Lessor may require that
the coverage be increased. The Lessee shall provide the Lessor with
Certificates of such insurance coverage at the beginning of each year during
the Lease term.
Fire & Extended Coverage Insurance. Lessor shall obtain during the
term of this Lease and any renewals thereof, fire and extended coverage
insurance, insuring all the improvements in an amount which will insure the
replacement value of the improvements and which is not less than the amount of
any mortgages on the premises. Such fire and extended coverage insurance
policies shall be in the name of the Lessor, Lessor's mortgagee, and Lessee as
their respective interests may appear. The Lessee shall pay the cost of such
insurance at the beginning of each lease year during the term of this lease.
The Lessee shall comply with all safety engineering recommendations
and requirements due to city, county, state or insurance company regulations
that might affect the insurability in any manner of the Lessor or any Lessee in
the premises.
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The Lessee shall insure the contents of said building owned by Lessee,
for the benefit of Lessee, against loss or damage by fire, windstorm or other
casualties such amount as Lessee may desire and Lessee agrees that such
policies shall contain a waiver of subrogation clause as to Lessor. The Lessee
waives, releases and discharges Lessor from all claims or demand whatsoever
which Lessee may have or acquire in the future, arising out of damage to or
destruction of Lessee's contents occasioned by fire or extended coverage risk
whether such claim or demand may arise because of the negligence of Lessor, its
agents or employees, or otherwise, and Lessee agrees to look to insurance
coverage only in the event of such loss.
Intent of Parties. It being the intention and purpose of the
respective parties hereto that this lease shall be a "Net Lease" to the Lessor,
all cost or expense of whatever character or kind, general and special,
ordinary and extraordinary, foreseen and unforeseen and of every kind and
nature whatsoever that may be necessary in or about the operation of said
demised premises, and the Lessee's authorized use thereof during the entire
term of this Lease shall be paid by Lessee and all provisions of this Lease
relating to expenses are to be construed in light of such intention and purpose
to construe this lease as a "Net Lease."
Observance of Laws and Ordinances. Lessee agrees to observe, comply
with and execute promptly at its expense during the term hereof, all laws,
rules, requirements, orders, directives, codes, ordinances and regulations of
governmental authorities and agencies and of insurance carriers which relate to
its use or occupancy of the demised premises. In addition the Lessee agrees to
abide by all Restrictive Covenants (Exhibit "B") hereto attached.
Lessee shall comply with all governmental and other laws, rules,
regulations, codes or statutes, including but not limited to federal, state,
county and municipal, as they relate to storage, use, and disposal of any
substance, whether toxic or
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non-toxic, whether such substance is a natural substance. In the event Lessee
should violate any such laws, rules, regulations, codes or statutes, the same
shall constitute a default under this lease. In addition to the remedies for
default specified in this lease, Lessee shall indemnify and hold Lessor
harmless from any and all damages, direct or indirect, which might be caused as
a result of said default, whether said damages arise during the term of this
tenancy or whether said damages arise after the termination hereof, and
regardless of whether said lease is terminated voluntarily or involuntarily.
Said indemnity shall include any and all costs incurred by Lessor, including
any attorney's fees, in either enforcing this indemnity or defending claims
resulting from Lessee's default hereunder.
Lessor's Consent Required. The Lessee shall not assign this lease,
nor sub-let the premises, or any part thereof nor use the same, or any part
thereof, nor permit the same, or any part thereof, to be used for any other
purpose than as above stipulated, nor make any alterations therein, or
additions thereto without the prior written consent of the Lessor. No such
assignment or subleasing shall relieve the Lessee from any of the Lessee's
obligations in this lease contained nor shall any assignment or transfer of
this lease be effective unless the assignee or transferee shall, at the time of
such assignment or transfer, assume in writing all the terms, covenants and
conditions of this lease thereafter to be performed by the Lessee and shall
agree in writing to be bound thereby. Lessee agrees to pay on behalf of Lessor
any and all costs of Lessor, including reasonable attorney's fees, occasioned
by such assignment or transfer. Lessor agrees that it will not unreasonably
withhold its consent to such assignment or sublease, provided that the
conditions set forth in this paragraph have been complied with by Lessee and
provided further that Lessee be not in default in other terms and conditions of
this lease, and provided Lessor reasonably believes the assignee is a
financially responsible entity.
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Lessor's Property. All permanent alterations, additions and
improvements that have become a part of the realty and which have been or will
be installed by either party upon the premises during the terms of the lease
and which, in any manner, are affixed to the floors, walls or ceilings, shall
become the property of the Lessor and at the termination of this lease shall be
surrendered with the premises as a part thereof. However, at Lessor's option,
Lessee shall removal all such alterations, additions, improvements and fixtures
and the premises shall be restored to their original condition at Lessee's
expense. Lessee may (if not in default hereunder) prior to the expiration of
the lease (as the same may be renewed or extended) remove all non permanent
fixtures and equipment which it has placed in premises, provided Lessee
restores premises to the same condition it was in at the installation thereof.
The said Lessee hereby pledges and assigns to the Lessor all the
furniture, fixtures, goods and chattels of said Lessee, which shall or may be
brought or put on said premises as security for the payment of the rent herein
reserved, and the Lessee agrees that the said lien may be enforced by distress,
foreclosure or otherwise at the election of the said Lessor, and does hereby
agree to pay Lessor's attorney's fee incurred in enforcing this provision
(including appellate fees, if any), together with all costs and charges
therefore incurred or paid by the Lessor.
Risk of Loss. All personal property placed or moved in the premises
shall be at the risk of the Lessee or owner thereof. The Lessor shall not be
responsible or liable to the Lessee for any loss or damage that may be
occasioned by or through the act or omissions of persons occupying adjoining
premises or any part of the premises adjacent to or connected with the premises
hereby leased or any part of the building of which the leased premises are a
part or for any loss or damage resulting to Lessee or its property from
bursting, stopped up or leaking water, gas, sewer or steam pipes unless the
same is due to the negligence of the Lessor.
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Right of Entry. The Lessor, or any of his agents, shall have the
right to enter said premises during all reasonable hours, to examine the same
to make such repairs, additions or alterations as may be deemed necessary for
the safety, comfort or preservation thereof, or of said building, or to exhibit
said premises, and to put or keep upon the doors or windows thereof a notice
"FOR RENT" at any time within ninety (90) days before the expiration of this
lease. The right of entry shall likewise exist for the purposes of removing
placards, signs, fixtures, alterations, or additions, which do not conform to
this agreement, or to the rules and regulations or restrictive covenants of the
Industrial Park within which the demised premises are located.
Restoring Premises to Original Condition. Lessee hereby accepts the
premises in the condition they are in at the beginning of the lease term and
agrees to maintain said premises in the same condition, order and repair as
they are in at the commencement of said term, and to return the premises to
their original condition at the expiration of the term, excepting only
reasonable wear and tear arising from the use thereof under this agreement.
The Lessee agrees to make good to said Lessor immediately upon demand, any
damage to water apparatus or electric lights or any fixture, appliances or
appurtenances of said premises, or of the walls, floor or roof of the building,
caused by any act or neglect of Lessee or of any person or persons in the
employ or under the control of the Lessee.
Destruction by Fire. If the premises shall be partially damaged by
fire or other casualty, the damages shall be repaired by and at the expense of
the Lessor and the rent until such repairs are made shall be apportioned
according to the part of the demised premises which is usable by the Lessee.
Said repairs shall be made promptly except that no penalty shall accrue for
reasonable delay which may arise by reason of adjustment of insurance on the
part of the Lessor and/or Lessee and for reasonable delay on account of labor
problems or any other cause beyond the Lessor's control. If
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the premises are totally damaged or rendered wholly untenable by fire or other
casualty, rent shall xxxxx until restoration or rebuilding and the Lessor shall
promptly restore or rebuild the same on condition, however, that if at any
time, during the last two (2) years of the term hereof, the demised premises
are totally damaged or rendered wholly untenable by fire or other casualty,
then Lessor shall have the right and option of terminating this lease as of the
date of such casualty or cause within sixty (60) days thereafter by giving
written notice to the Lessee and any rents or other payments shall be prorated
as of the effective date of such termination and proportionately refunded to
Lessee or paid to Lessor as the case may be.
For the purpose of paying the cost of repairs, replacement or
rebuilding, Lessor, its mortgagees (to the extent the mortgagees on the
property so allow), and Lessee shall make available all net sums received by
them under insurance policies covering such loss in reimbursement for work and
materials actually incorporated in the premises.
Eminent Domain. If the whole or any part of the premises hereby
leased shall be taken by any public authority under power of eminent domain
then the term of this lease shall cease on the part so taken from the day the
possession of the part shall be acquired for any public purpose and the rent
shall e paid up to that day and if such portion of the demised premises is so
taken as to destroy the usefulness of the premises for the purpose for which
the premises where leased, then from that day the Lessee shall have the right
to either terminate this lease or to continue in possession of the remainder of
the same under the terms herein provided, except that the rent shall be reduced
in proportion to the amount of the premises taken. The parties agree that the
Lessee shall not be entitled to any damage by reason of the taking of this
leasehold.
Bankruptcy-Insolvency. Lessee agrees that if the estate created
hereby shall be taken upon execution, attachment, or any
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other process of law, or if Lessee makes any assignment of the Lessee's
property for the benefit of creditors, or if Lessee shall file a voluntary
petition in bankruptcy or apply for reorganization or any extension agreement
with its creditors under the bankruptcy or other federal or state law now in
force or hereafter enacted and any such execution, attachment, order,
assignment, or action be not vacated or set aside within thirty (30) days
thereafter, then Lessor may, if it so elects, upon ten (10) days written notice
to Lessee, terminate this lease, or Lessor, at Lessor's option, shall have the
right to pursue such other remedies as may be allowed at law or in equity
against the Lessee and any and all other parties who may be liable.
Subordination, Attornment and Estoppel Certificate
(a) Subordination. This lease and the rights of the Lessee hereunder
are hereby made subject and subordinate to all bona fide mortgages now or
hereafter placed upon the said premises by the Lessor or any other owner,
provided however that such mortgages will not cover the equipment and furniture
or furnishings on the premises owned by the Lessee. This lease is also subject
to and subordinate to all matters of record affecting the real property of
which these premises are a part.
(b) Attornment. If any mortgagee shall succeed to the interest of
Lessor by reason of the exercise of its rights under such mortgage (or the
acceptance of voluntary conveyance in lieu thereof) however caused, then such
successor may, at its option, succeed to the interest of Lessor under this
lease; and in such event, the Lessee shall thereupon attorn to such successor
and become bound directly to such successor in interest to Lessor to perform
and observe all the Lessee's obligations under this lease without the necessity
of the execution of any further instrument.
(c) Estoppel Certificate. Lessee shall at any time upon not less
than ten (10) days' prior notice from Lessor execute, acknowledge and deliver
to Lessor a statement in writing (i)
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certifying that this lease and any modification is in full force and effect;
(ii) acknowledging that there are not, to Lessee's knowledge, any uncured
defaults on the part of Lessor hereunder, or specifying such defaults if any
are claimed; and (iii) acknowledging the subordination and attornment
provisions referred to above.
Default. If Lessee defaults in the payment of rent or if Lessee
defaults in the prompt performance of the terms, covenants, and conditions of
this lease, Lessor shall give Lessee fifteen (15) days written notice to
rectify any such defaults. After fifteen (15) days, if not corrected, Lessor
may immediately enter on the leased premises and repossess the same as of its
former estate, and expel Lessee and those claiming under Lessee, and remove
their effects without being deemed guilty of any manner of trespass and without
prejudice to any remedies which might otherwise be used for arrears of rent or
preceding breach of covenant. Such property may be moved and stored in a
public warehouse or elsewhere at the cost and for the account of Lessee.
Should Lessor elect to re-enter as herein provided or should it take possession
pursuant to legal proceedings or pursuant to any notice provided for by law, it
may either terminate this lease or it may from time to time, without
terminating this lease, make such alterations and repairs as may be necessary
in order to relet the premises, and relet said premises or any part thereof for
such term and at such rental and terms as Lessor may deem advisable; upon each
such reletting all rentals received by Lessor from such reletting shall be
applied first, to the payment of any indebtedness other than rent due hereunder
from Lessee to Lessor; second, to the payment of any costs and expenses of such
reletting, including brokerage fees and attorney's fees and costs of such
alterations and repairs; third, to the payment of rent due and unpaid
hereunder, and the residue, if any, shall be held by the Lessor and applied in
payment of future rent as the same may become due and payable hereunder. If
such rentals received from
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such reletting during any month be less than that to be paid during that month
by Lessee hereunder, Lessee shall pay any such deficiency to Lessor. No such
re-entry or taking possession of said premises by Lessor shall be construed as
an election on its part to terminate this lease unless a written notice of such
intention be given to Lessee. Notwithstanding any such reletting without
termination, Lessor may at any time thereafter elect to terminate this lease
for such previous breach. Should Lessor at any time terminate this lease for
any breach, in addition to any other remedies it may have, it may recover from
Lessee all damages it may incur by reason of such breach, including the cost of
recovering the leased premises, reasonable attorney's fees, and including the
worth at the time of such termination of the excess, if any, of the amount of
rent and charges equivalent to rent reserved in this lease for the remainder of
the stated term over the then reasonable rental value of the leased premises
for the remainder of the stated term. In case suit shall be brought for
recovery of possession of the leased premises, for the recovery of rent or any
other amount due under the provisions of this lease, or because of the breach
of any other covenants herein contained on the part of Lessee to be kept or
performed, and a breach shall be established, Lessee shall pay to Lessor all
expenses Lessor incurred therefor, including a reasonable attorney's fee for
trial and appellate legal services.
The specified remedies to which the Lessor may resort under the terms
of this lease are cumulative and are not intended to be exclusive of any other
remedies or means of redress to which the Lessor may be lawfully entitled in
case of any breach or threatened breach by the Lessee of any provision of this
lease. The failure of the Lessor to insist in any one or more cases upon the
strict performance of any of the covenants of this lease or to exercise any
option herein contained shall not be construed as a waiver or relinquishment
for the future of such covenant or option. A receipt by the Lessor of rent
with knowledge of the
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breach of any covenant hereof (other than the payment of rent) shall not be
deemed a waiver of such breach and no waiver by the Lessor of any provisions in
this lease shall be deemed to have been made unless expressed in writing and
signed by the Lessor. In addition to the other remedies in this lease
provided, the Lessor shall be entitled to the restraint by injunction of the
violation, or attempted or threatened violation of the covenants, conditions or
provisions of this lease.
Notice. All notices, demand, and communications hereunder to the
Lessee or the Lessor shall be served or given by U. S. Mail (registered), and
if intended for the Lessor, the same shall be addressed to the Lessor at the
following address: 0000 Xxxxxxxx Xxxx, Xxxxxxxxxx, XX 00000; and if intended
for the Lessee, the same shall be addressed to the Lessee at the following
address: 00000 - 00xx Xxxxxx Xxxxx, Xxxxxxxxxx, XX 00000, or to such other
addresses are hereinafter designated by either party, or their successors in
interest, by notice in writing, sent by U. S. Registered Mail to such
designated addresses. Any such notice shall be effective as of the date
stamped by the post office once the envelope is received by addressee.
Indemnity. The Lessee agrees to indemnify and save harmless the
Lessor against and from any and all claims by or on behalf of any person or
persons, firm or firms, corporation or corporations, arising from the conduct
or management of or from any work or thing whatsoever done in or about the
demised premises, and will further indemnify and save the Lessor harmless
against and from any and all claims arising during the initial term of this
lease or any renewal term from any condition of the building or the demised
premises or any street, curb or sidewalk adjoining the demised premises, or of
any passageways or spaces therein or appurtenant thereto or arising from any
breach or default on the part of the Lessee in the performance of any covenant
or agreement on the part of the Lessee to be performed, pursuant to the terms
of this lease, or arising from any act of negligence of the
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Lessee, or its agents, contractors, servants, employees or licensees, or
arising from any accident, injury or damage whatsoever caused to any person,
firm or corporation occurring during the initial term of this lease or any
renewal thereof, in or about the demised premises, or upon or under the
sidewalks and the land adjacent thereto, and from and against all costs,
reasonable attorney's fees, expenses and liabilities incurred in or about any
such claim or action or proceeding brought thereon; and in case any action or
proceeding be brought against the Lessor by reason of any such claim, the
Lessee upon notice from the Lessor covenants to resist or defend such action or
proceeding by counsel reasonably satisfactory to Lessor.
Control. It is covenanted between the Lessor and Lessee that the
Lessee shall have full, complete and exclusive control and possession of the
leased premises, and that, therefore, the Lessee shall be exclusively
responsible and liable to any third parties by reason of any damage or personal
injury of any kind, whether occasioned by any breach or default caused by the
Lessee.
Applicable Law. The laws of the State of Florida shall govern the
validity, performance and enforcement of this lease. The invalidity or
unenforceability of any provision of the lease will not affect or impair any
other provision.
Gender. Wherever used, "Lessor" and "Lessee" shall be deemed to
include the heirs, personal representatives, successors, sublessees, assigns
and purchasers of substantially all of the assets of said parties unless the
context excludes such construction. The Lessor's obligations shall bind it
only with respect to breaches occurring during the ownership.
Separability. Each and every covenant and agreement contained in this
lease shall for all purposes be construed to be a separate and independent
covenant and agreement, and the breach of any covenant or agreement contained
herein by either party shall in no way or manner discharge or relieve the other
party from its obligation to perform each and every covenant and agreement
herein.
18
Page 18 of 21
No Liens Created by Lessee. Lessee shall not allow the estate of
Lessor in the leased premises to become subject to any lien, charge or
encumbrance whatsoever. The Lessee shall not suffer or permit any mechanics'
liens to be filed against the demised premises or any part thereof by reason of
work, labor, services or materials supplied or claims to have been supplied to
the Lessee or anyone holding the demised premises or any part thereof through
or under the Lessee. If any such mechanics' lien shall at any time be filed
against the demised premises, the Lessee shall cause the same to be discharged
of record within thirty (30) days after the date of filing the same. If the
Lessee shall fail to discharge such mechanic's lien within such period, then in
addition to any other right or remedy of the Lessor, the Lessor may, but shall
not be obligated to, discharge the same either by paying the amount claimed to
be due or by procuring the discharge of such lien by deposit in court or by
giving security or in such other manner as is, or may be, prescribed by law.
Any amount paid by the Lessor for any of the aforesaid purposes, and all
reasonable counsel fees, in or about procuring the discharges of such lien,
with all necessary disbursements in connection therewith, with interest thereon
at the prevailing prime rate as published by Citibank plus two (2) points from
the date of payment, shall be repaid by the Lessee to the Lessor on demand, and
if unpaid may be treated as additional rent. Nothing herein contained shall
imply any consent or agreement on the part of the Lessor to subject the
Lessor's estate to liability under any mechanics' lien law.
Miscellaneous.
A. Lessee shall, at his own cost, make such improvements on the
premises and perform such acts and do such things as shall be lawfully required
by any public body having jurisdiction over said property, in order to comply
with sanitary requirements, fire hazard requirements, and other similar
requirements designated to protect the public.
19
Page 19 of 21
B. The Lessor shall have the unrestricted right of assigning this
lease at any time, and in the event of such assignment, the Lessor shall be
relieved of all liabilities hereunder.
C. It is understood and agreed between the parties hereto that
time is of the essence of this contract and this applies to all terms and
conditions contained herein.
D. The Lessee agrees at any time and from time to time upon not
less than fifteen (15) days prior written request by the Lessor to execute,
acknowledge and deliver to Lessor a statement in writing certifying that this
lease is unmodified and in full force and effect (or if there have been
modifications that the same is in full force and effect as modified and stating
the modifications), and the dates to which the basic rent and other charges
have been paid in advance, if any, it being intended that any such statement
delivered pursuant to this paragraph may be relied upon by any prospective
purchaser of the fee or mortgagee or assignee of any mortgage upon the fee of
the demised premises.
Option to Purchase: Lessor grants to Lessee an option to purchase the
property described in Exhibit "A" with the improvements constructed thereon for
a price, payable in cash, as described below. The closing date will be at the
end of the fifth year of occupancy. Should it become necessary to adjust the
purchase closing date to coincide with the Lessor's loan expiration date,
Lessor has the option to adjust the closing date of the sale to a date either
120 days prior to or subsequent to the end of the fifth year of occupancy. The
conveyance from Lessor to Lessee will be by General Warranty Deed containing
full covenants of warranty. Lessor will provide the Lessee, at Lessor's
expense, title insurance on said property subject to easements, restrictions
and reservations of record then in existence. Lessor will be responsible for
the costs of State documentary stamps and surtax to be affixed to the Warranty
Deed.
20
Page 20 of 21
Lessee will be responsible for the costs of recording the Warranty Deed and any
costs relating to financial arrangements for the purchase. Lessee must notify
Lessor of its intent to exercise the option to purchase by providing said
notice in writing no later than nine (9) months prior to the end of the fifth
year of occupancy.
Closing at end of Year Option Price
---------------------- ------------
5 $2,300,000.00
IN WITNESS WHEREOF, the parties have signed the aforegoing lease the day and
year first mentioned. Signed in the presence of:
Lessor: R. F. Properties, Limited a
Florida limited partnership
By: Xxxxxx X. Xxxxx Limited,
/s/ Xxxxxx X. XxXxxxx General Partner
-------------------------------
/s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxx,
------------------------------- -----------------------------
As to Lessor Xxxxxx X. Xxxxx, General
Partner
Lessee: MEDICAL HIGH TECHNOLOGY
/s/ Xxxx X. Xxxxx INTERNATIONAL, INC.
-------------------------------
/s/ Xxxxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxx
------------------------------- -----------------------------
As to Lessee Xxxxxx X. Xxxxxxx, President
/s/ Xxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxxx
------------------------------- -----------------------------
Xxxxxx X. Xxxxxx,
Vice President
/s/ Xxxxxxxx Xxxxxx
-------------------------------
As to Lessee
/s/ Xxxx X. Xxxxx By: /s/ Xxxxx Xxxxxx Xxxxx
------------------------------- -----------------------------
Xxxxx Xxxxxx Xxxxx,
Vice President
/s/ Xxxxxxxx Xxxxxx
-------------------------------
As to Lessee
21
21 of 21
Guaranty: The Lessee as well as Xxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxx,
and Xxxxx Xxxxxx March, as individuals, hereby unconditionally guarantee the
payment and performance of all obligations of Lessee pursuant to this lease.
The liability of the Guarantors under this Guaranty shall be primary,
direct and immediate and not conditional or contingent upon pursuit by Lessor,
of any remedies it may have against the Lessee, its successors and assigns,
with respect to said lease, whether pursuant to the terms thereof or by law.
The Guarantors agree that in the event this Guaranty shall be enforced
by suit or otherwise, the Guarantors will reimburse Lessor, upon demand, for
all expenses incurred in connection therewith, including without limitation,
attorney's fees incurred by Lessor.
GUARANTOR: XXXXXX X. XXXXXXX
/s/ Xxxx X. Xxxxx
-------------------------------
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------
/s/ Xxxxxxxx Xxxxxx
-------------------------------
As to Guarantor
GUARANTOR: XXXXXX X. XXXXXX
/s/ Xxxx X. Xxxxx
-------------------------------
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------
/s/ Xxxxxxxx Xxxxxx
-------------------------------
As to Guarantor
GUARANTOR: XXXXX XXXXXX XXXXX
/s/ Xxxx X. Xxxxx
-------------------------------
By: /s/ Xxxxx Xxxxxx Xxxxx
-----------------------------
/s/ Xxxxxxxx Xxxxxx
-------------------------------
As to Guarantor
22
[FIRST CHICAGO BANK LETTERHEAD]
November 17, 1988
Xx. Xxxxxxx X. Xxxxxx
The Xxxxxx Corporation
P. O. Xxx 0000
Xxxxxxxxxxxx, XX 00000
Dear Xxxx:
Re: Xxxxxxxx/Xxxxxxxxx Trusts # 3540 to 3544 inclusive
In connection with the insurance coverages carried by the tenants of the
Florida properties, we are still in need of the following:
REO 90093-006 - 8810 Enterprise Blvd., Largo, Fla.
Tenant: United Parcel Service, Inc.
1. Workers' Compensation Insurance
2. Auto/Truck Liability Insurance
REO 90095-001 - 5733 Myerlake Circle, Clearwater, Fla.
Tenant: Tadiran Electronic Industries, Inc.
1. Workers' Compensation Insurance
REO 90096-009 - 14044 Icot Blvd., Clearwater, Fla.
Tenant: Consulting Engineering Associates, Inc.
1. Workers' Compensation Insurance
REO 90097-007 - 14155 58th St. North, Clearwater, Fla.
Tenant: Medical High Technology Internatl., Inc.
1. Comprehensive General Liability Insurance
2. Workers' Compensation Insurance
Please contact the tenants again and request that certificates of insurance be
issued. In regards to the comprehensive general liability insurance coverages,
the following should be shown as additional insureds: Xxxx X. Xxxxxx,
individually, and The First National Bank of Chicago, not individually but
solely as Trustee under Trust Numbers 3540 to 3544 inclusive, and all
beneficiaries and agents thereunder.
Thank you for your cooperation in this matter.
Very truly yours,
/s/ Xxxxxx X. Xxxxx
----------------------
Xxxxxx X. Xxxxx
Real Estate Management
(000) 000-0000
23
[XXXXX DEVELOPMENT CORPORATION LETTERHEAD]
April 22, 1988
Xx. Xxxxxx X. Xxxxxxx, President
MEDICAL HIGH TECHNOLOGY, INC.
00000 - 00xx Xxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
RE: Building Sale
Dear Xx. Xxxxxxx:
On April 21, 1988, we completed a transaction where your building was sold to
an investment group. The new owners, management agent and address is as
follows:
Trust of First National Bank of Chicago, As Trustee
Xxxxxxx X. Xxxxxx, Local Managing Agent
X.X. Xxx 0000
Xxxxxxxxxx Xxxxx, Xxxxxxx 00000-0000
(000) 000-0000
Within the next few days, you should receive a letter from Xx. Xxxxxx covering
other specific items. In the meantime, please forward your rental checks to
the above address. Make checks payable to Xxxxxxx X. Xxxxxx - Agent.
We thank you for your cooperation in this matter.
Very truly yours,
XXXXX DEVELOPMENT CORPORATION
/s/ Xxxxxx X. Xxxxx
-------------------
Xxxxxx X. Xxxxx
President
LAR:iwd