EXHIBIT 10.92
NMHCRX MAIL ORDER, Inc.
Lease Expansion and Modification Agreement
WHEREAS NMHCRX MAIL ORDER, Inc., a division of National Medical Health Card
Systems, Inc., as "Lessee", entered into a Lease Agreement dated November 18,
2002 (the "Lease") to lease certain real property located at 0000 Xxxxxxx
Xxxxxxx, Xxxxxxx, Xxxxxxx (the "Premises") from Sunbeam Development Corporation,
as "Lessor"; and
WHEREAS Lessor and Lessee now wish to expand the Premises effective on the
execution date of this Agreement by adding 11,250 square feet of contiguous
space located at 0000 Xxxxxxx Xxxxxxx, Xxxxxxx, Xxxxxxx, more fully described on
Exhibit "1" attached hereto (the "Expansion Space"); and
WHEREAS Lessor and Lessee wish to modify the Rent schedule for the combined
spaces, and make various other modifications and adjustments to the Lease.
NOW, THEREFORE, for and in consideration of One Dollar ($1.00) and other
good and valuable considerations, the receipt and sufficiency of which is hereby
acknowledged, and of the promises and undertakings hereinafter set forth, the
parties agree to make the following Lease modifications:
1. Effective on the execution date of this Agreement, in the Witnesseth
Paragraph on page 1 of the Lease, increase the size of the Premises from 12,853
square feet to 24,103 square feet. Adjust the rents due under the Lease per the
following revised rent schedule. Rents scheduled in the Lease for months that
are not listed below shall remain unchanged.
$6,640.72 per month plus State Sales Tax from August 1, 2003
thru December 31, 2003;
$6,906.35 per month plus State Sales Tax from January 1, 2004
thru February 29, 2004;
$11,828.22 per month plus State Sales Tax from March 1, 2004
thru December 31, 2004;
$12,301.35 per month plus State Sales Tax from January 1, 2005
thru December 31, 2005;
$12,793.40 per month plus State Sales Tax from January 1, 2006
thru December 31, 2006;
$13,305.14 per month plus State Sales Tax from January 1, 2007
thru December 31, 2007.
2. Effective March 1, 2004, increase Lessee's Proportionate Share (pursuant
to line 8 of Lease Paragraph 27) to "20.0381%"
3. Effective March 1, 2004, increase Lessee's estimated monthly payments
toward Lessee's Proportionate Share of Expenses (pursuant to line 1 of Lease
Paragraph 28) to "$4,017.17".
4. Effective March 1, 2004, replace "twenty-four (24) parking spaces" in
line 1 of Lease Paragraph 32 with "forty-five (45) parking spaces".
5. Lessee represents and warrants that it has not worked with any broker
with regard to this Lease Expansion Agreement. Lessor and Lessee agree to
indemnify and hold each other harmless from any and all liability for the
payment of any commissions, fees or other sums related to this Lease Expansion
Agreement.
6. Lessee hereby accepts the Expansion Space in "as-is" condition,
excepting that all items currently being stored there shall be removed by July
24, 2003. No provisions for hazardous materials are included. Lessor represents
that the Expansion Space is currently served by a 250 amp, 480/277 volt panel
(fused to 200 amps). There is an additional 200 amps of 480/277 volt power
available in the meter room (presuming diversity) for Lessee's use. In the event
Lessee does not use this additional power by March 1, 2004, Lessee acknowledges
that another lessee of the Building may use this power and it may no longer be
available for Lessee's use in the future. Lessee acknowledges that the Expansion
Space is not tenantable unless Lessee provides access to the bathrooms currently
in the Premises. All costs associated with providing such access shall be paid
for by Lessee.
7. Replace Paragraph 36 with the following:
" Lessee's Improvements. (a) Lessor and Lessee agrees to work together in
good faith to complete plans and specifications (the "Plans and Specifications")
at Lessee's sole cost and expense for the improvements Lessee shall be making to
the Expansion Space ( the "Expansion Space Improvements"). The Expansion Space
Improvements shall include a minimum of 1,000 square feet of improved space with
bathroom(s) and the balance conditioned warehouse. The Plans and Specifications
shall include but not be limited to fire sprinkler shop drawings, a finish
schedule, a floor plan, air-conditioning shop drawings including roof-top
locations and equipment heights with associated structural drawings, and
electrical and plumbing layout. Based on this information and other information
Lessor may reasonably request of Lessee, Lessee shall develop permit-ready
drawings with which Lessee shall be able to pull a building permit (the fee for
such permit and associated water and sewer impact fees to be paid for by
Lessee). The Plans and Specifications shall be mutually agreed to in writing
prior to the commencement of construction and shall become Exhibit "2" to this
Lease.
(b) Lessor agrees to pay Lessee $60,000.00 ("Lessee's Improvement
Reimbursement") upon Lessee satisfying all of the following:
i. Lessee's completion of and full payment for the Expansion Space
Improvements in substantial compliance with the mutually agreed to Plans and
Specifications; ii. Lessor's receipt of final releases-of-lien from all of
Lessee's contractor's and subcontractors; iii. Lessor's receipt of an affidavit
of payment from the general contractor; iv. Issuance of a certificate of
occupancy for the Expansion Space from the City of Miramar. (The fee for which
shall be paid for by Lessee). x. Xxxxxx'x receipt of a copy of one-year warranty
for all components of the Expansion Space Improvements from Lessee's general
contractor and all associated subcontractors plus a 5-year manufacturer's
warranty on any air conditioning compressors installed as part of the Expansion
Space Improvements.
(c) Lessee shall not be permitted to commence construction of the Expansion
Space Improvements until the Plans and Specifications are mutually agreed to by
Lessee and Lessor in writing and Lessee has received a building permit for such
work from the City of Miramar.
8. No security deposit shall continue to be held under this Lease.
All other terms and conditions of the Lease shall remain unchanged.
IN WITNESS WHEREOF, said parties have hereunto set their hands and
seals, this 31st day of July, 2003.
Lessor: Sunbeam Development Corporation
By: ------------------------------------
Xxxxxx X. Xxxxx, Vice President
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Witness Sign Name
7/31/2003
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-------------------------- Date
Witness Print Name
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Witness Sign Name
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Witness Print Name
Lessee: National Medical Health Card Systems, Inc.
--------------------- by:
Witness Sign Name -----------------------------------
Print Name
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Witness Print Name ----------------------------------
Title
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Witness Sign Name Date
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Witness Print Name
Exhibit "1"
Parcel Plan, Site Plan and Floor Plan of Expansion Space to be attached
Exhibit "2"
Plans and Specifications to be attached
