Exhibit 10.31
00
XXX XXXXX XX XXXXXXX
XXXXXX XX XXXXXXXXXX
LEASE AGREEMENT
This Lease made and entered into on this the 18th day of May, 2000, by and
between Surgical Innovations & Services, Inc. and its successor in interest.
hereinafter referred to as Lessee, and Xxxx Xxxxx and Xxxxx X. Xxxxx,
hereinafter referred to as Lessor.
W-l-T-N-E-S-S-E-T-H:
The Lessor does hereby lease and rent unto the Lessee, and the Lessee does
hereby take as tenant under said Lessor, a portion of the premises located in
the City of Tuscaloosa, Alabama. said portion being more particularly described
as follows: 0000 00xx Xxxxxx, Xxxxx X;
To be used by the Lessee and Lessee's employees only for the conducting of
the Lessee's Business, which is, Sales Rental and Brokerage of Surgical
Equipment and Technical Support and for no different object or purposes, for and
during the lease term, which shall be for a period of twenty four months, to
wit, beginning August 1,2000, and ending, July 3l, 2002 both inclusive.
In consideration whereof, the Lessee agrees to pay ~ Lessor, In Tuscaloosa,
Alabama, an annual rental amount equal to the sum of $ 9.50 dollars per square
foot of leased premises, payable in monthly installments of $1980.00 each said
installment due and payable on the 1st day of each month during said lease term;
the total rent for the term of this lease is Forty Seven Thousand Five Hundred
Twenty and No/100 dollars.
The Lessee and Lessor also agree to the following covenants and conditions
1. Upon delivery of the premises to the Lessee, .the Lessee shall examine the
premises, and the taking possession thereof is conclusive evidence of the
receipt of them in good order and repair and that the Lessee is satisfied
herein. and Lessee agrees that no representation as to condition or repair
has been made except as In contained in this lease and Lessee agrees that
no promise to decorate, alter, repair or improve the premises has been made
except such as is contained In this lease.
2. Lessee shall not have the right or power to sublet the premises or any part
thereof, or to transfer or assign this lease without written consent of
Lessor which Lessor shall not unreasonably withhold or delay; nor shall
Lessee offer any portion of the premises for sublease by placing on the
same any "to rent", "furnished offices", "rooms for rent", or similar sign
or notice or by advertising the same in any newspaper or place or manner
whatsoever without the consent in writing of Lessor.
3. In the event the Lessee vacates or abandons the leased premises before the
expiration of the term, whether voluntarily or involuntarily or violates
any of the terms, conditions, or covenants hereof; the Lessor shall have
the privilege, at Lessor's option, of re-entering and taking possession of
the leased premises and let the same as agent of Lessee and apply the
proceeds received from such letting towards the payment of the rent and/or
other charges due by Lessee under this lease and such re-entry or reletting
shall not discharge Lessee under the terms hereof, or at the option of the
Lessor the rent for the entire term shall at once become due and payable
and Lessor may proceed to collect the rent for the entire term as if by the
terms of this lease the entire rent for the entire month should be made
payable in advance. It shall not be necessary to give notice of rent being
due and unpaid or of other conditions broken or to make demand for rent,
the execution of this lease signed by the parties hereto
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being sufficient notice of the rent being due and demand for the same, and
it shall be so construed, any law, usage or custom to the contrary
notwithstanding. any law, usage or custom to the contrary notwithstanding.
4. If Lessor's right to possession is terminated and Lessor relets the
premises on account of Lessee, Lessor hall not be required to accept any
tenant offered by Lessee or to exercise any diligence whatsoever in
procuring another tenant or to otherwise mitigate Lessee's damages.
5. In the event the leased premises are totally destroyed by fire, rain, wind
or other cause beyond the control of Lessee, or are condemned and ordered
torn down by the properly constituted authorities of the State, County,
City or other authority. then in either of these events, this lease shall
cease and terminate as of the date of such destruction of said premises,
the Lessee paying up to said date and the lessor refunding the rents
collected beyond said date.
6. If the leased premises are damaged by fire, rain, wind or other cause
beyond the control of Lessee, ~. as to render the same partially
untenantable or partially unfit for the use or purpose for which the same
are hereby let, and are repairable within a reasonable time, then. in that
event this lease shall remain in full force and effect and the lessor shall
within a reasonable time restore said premises to substantially the
condition the same were in prior to said damages, and there shall be an
abatement in rent in the proportion that the damaged portion of the leased
premises bears to the whole of said leased premises as the same shall
affect Lessee's use.
7. If the whole or any part of the demised premises shall be taken by Federal,
State, County, City or other authority for public use or under any statute,
or by right of eminent domain, then when possession shall be taken
thereunder of said premises, or any part thereof the term hereby granted
and all rights of the Lessee hereunder shall immediately cease and
terminate, and the Lessee shall not be entitled to any part of any award
that may be made for such taking, nor to any damages thereof except that
the rent shall he adjusted as of the date of such termination of this
lease.
8. The Lessor shall in no event be. liable. for damages for stoppage of
heating and air conditioning equipment or plumbing or water closets or
light or breaking or getting out of order machinery or appliances
pertaining to the building breaking or getting or getting out of order, or
being out of repair, the Lessor shall not be liable for any injury or
claims arising out of any defect in the building or premises, to the Lessee
or Lessee's employees, agents, or invitees unless the Lessor is deemed to
be negligent in causing the injury or claim of injury to person or
property.
9. Should any of the electrical or other equipment belonging to the premises
become unserviceable, the Lessor shall have a reasonable time after
notification in writing to have the same repaired, without any liability
however, to the Lessee for damage or inconvenience.
10. Lessor shall have the right at all reasonable times to enter the leased
premises and inspect the same and to show the same to prospective tenants
or purchasers. Lessor shall also have the right to display "For Rent" signs
on said building or premises and to advertise the same for lease, and may
at any time remove placards, sign fixtures, alterations or additions not in
conformity with this lease, or with the rules and regulations now or
hereafter adopted and may make such repairs and alterations as may be
deemed by Lessor necessary to the preservation of the leased premises or
the building.
11. All personal property placed in the leased premises, or in the store room
or in any other portion of said building or any place appurtenant thereto,
shall be at the risk of Lessee, or the parties owning the same, and Lessor
shall in no event be liable for the loss of or damages to such property of
nor for any injury incurred by co-tenants or servants of tenants or
occupants or any other person whosoever in or about the building.
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12. The Lessee will pay a reasonable attorney's fee to Lessor's attorney in the
event Lessor employs an attorney to collect any rent or other charges due
hereunder by Lessee, or to protect the interest of Lessor in the event the
Lessee is adjudged a bankrupt, or legal process is levied upon the goods,
furniture, effects or personal property of the Lessee upon said premises,
or upon the interest of the Lessee in this lease or in said premises, or in
the event the Lessee violates any of the terms, conditions or covenants on
the part of the Lessee herein contained. In order to further secure the
prompt payment of said rents, as and when the same mature, and the faithful
performance by Lessee of all and singular the terms, conditions and
covenants on the part of the Lessee herein contained, and all damages and
costs that the Lessor may sustain by reason of the violation of said terms,
conditions and covenants, or any of them, the Lessee does thereby waive any
and all rights to claim personal property as exempt from levy and sale.
13. As a part of the consideration hereof the Lessee hereby covenants and
agrees to indemnify, to defend, and to hold the lessor free and harmless
from any and all losses, damages, attorneys fees, expense of litigation,
all other expenses whatsoever, and all liability for claims for damages, or
other claims for personal injury, or death, sustained by Lessee, or
sustained by any other person, while on the leased premises during the
terms or this lease from any cause whatsoever provided, however, this
Indemnification shall not extend to claims or damages resulting from the
negligent or willful ads or omissions. of Lessor's servants, agents or
employees
14. The Lessor does not warrant or represent that the premises herein described
conform to the requirements of the City of Tuscaloosa laws, and, it is
distinctly understood and agreed that the Lessor, at Lessor's option may
void this lease in the event that the said City demands any repairs or
improvements other than any set forth in this lease.
15. Lessor agrees to provide and pay the cost of water service from the City of
Tuscaloosa. In addition, Lessor will provide parking lot lighting and shall
be responsible for all sums due for electrical service necessary to provide
said parking lot lighting. Lessor agrees to maintain the "outside" premises
and parking lot.
16. Lessee shall not construct or place signs, awnings, marquees, or other
structures projecting from the exterior of any part of the building or
premises without the express written consent of the Lessor. All signs,
lettering, and the like on the building shall be in good taste and in
keeping with the image and decor of the building and premises. It is
expressly agreed that Lessor must consent to and approve any such
lettering, signs, or any other method of identification of the tenant or
advertising of any kind or description. Such consent will not be
unreasonably withheld. In the event that any signs, lettering or such like
are placed on the building or premises by anyone without the consent of
Lessor, Lessor may remove such signs, lettering or such like at the
tenant's expense which shall be added to the rent or treated as a breach of
this lease at Lessor's option. Such removal by Lessor shall only be done
after giving tenant 15 days written notice.
17. Lessee shall be responsible only for the replacement or repair of any
damaged or broken glass or other part. of the building, caused by Lessee or
Lessee invitees, guest, or customers. In the event such replacement or
repair is not done by Lessee within 15 days, Lessor may, at its option,
make such repair or replacement and add the cost to Lessee's rent which
shall be due and payable as any other rental charge.
18. Lessee's covenant to pay rent, including any additional charges set out
herein, is and shall be independent of each and every other covenant of
this lease. Lessee expressly agrees that any claim by Lessee against Lessor
shall not be deducted from rent nor set off against any claim for rent in
any action or claim. Payments should be mailed to Xxxx Xxxxx, 0000 00xx
Xxxxxx Xxxx Xxxxxxxxxx, XX 00000.
19. It is agreed that the Lessor will pay in addition to the regular lease
payment a pro rate share of the property taxes and property insurance cost.
This shall be computed on a per square foot basis annually. These costs
shall be due and payable at the same the last monthly payment of the year
is due.
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20. Lessee shal1 have the option to renew this Lease for the same terms and
conditions as herein stated for the original term; provided, however, that
the rent for the demised premises shall be increased in the same proportion
as any increase in the Consumer Price Index (All Cities), property
insurance and property taxes between the date hereof and the first date of
such renewal term. Lessee shall give notice of exercise of the option to
renew this Lease by notice in writing given to Lessor at the address of
0000 00xx Xxxxxx Xxxx, Xxxxxxxxxx, XX 00000; not later than 60 days prior
to the expiration of the original term.
21. Upon execution of this Lease and prior to taking occupancy of the leased
premises, the Lessee shall pay a deposit to the Lessor in the amount of One
Thousand Nine Hundred Eighty and No/1 00 dollars. T aid. shall be returned
to the Lessee at the end of the term herein less such costs as be necessary
to fix, repair or remedy any damages or waste to the leased premises beyond
normal wear and tear. The Lessor shall have 30 days from the end of the
term of the said Lease to return the deposit, if any, to the Lessee in
order to give the Lessee time to determine the condition of the leased
premises after being vacated by the Lessee.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals
on this the 18th day of May. 2000.
By: /s/ Xxxx Xxxxx
------------------- ------------------------------------
Witness Lessor - Xxxx Xxxxx
By: /s/ Xxxxx Xxxxx
------------------------------------
Lessor - Xxxxx Xxxxx
/s/ Xxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxxxxxxxx, pres./DW
---------------------------- ------------------------------------
Witness Lessee - Xxx Xxxxxxxxxxx
Surgical Innovations & Service, Inc.
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ADDENDUM TO LEASE
This Addendum is made a part of the said Lease attached hereto as if it were
fully set out herein.
For and In consideration of Two Thousand Two Hundred Fifty and No/100
Dollars ($2,250.00), which is due upon execution of the said attached Lease, the
premises described in the said Lease shall be held and made available by the
Lessor for occupancy by the Lessee starting August 1, 2000. The term of the said
Lease starts August 1, 2000 and ends July 31, 2002.
Upon execution of the said Lease and payment of the sum as set above, the
Lessor and Lessee are legally bound and obligated to make available and to
occupy the leased premises and to abide by the terms of the said attached Lease.
Lessor shall make the premises available to Lessee by June 1, 2000, from which
time Lessee may begin to move its belongings to the 1eased premises.
Date: 5/18/00
By: /s/ Xxxx Xxxxx
------------------------- ------------------------------------
Witness Lessor - Xxxx Xxxxx
By: /s/ Xxxxx Xxxxx
------------------------------------
Lessor - Xxxxx Xxxxx
/s/ Xxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxxxxxxxx, pres./DW
------------------------- ------------------------------------
Witness Lessee - Xxx Xxxxxxxxxxx
Surgical Innovations & Service, Inc.
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