Exhibit 10.13
LEASE
LEASE made this 25th day of September, 1996, between 000 XXXXXX XXXX
ASSOCIATES, L.P., a Pennsylvania limited partnership, ("Landlord") and
HealthDrive CORPORATION, a Delaware corporation, ("Tenant").
1. LEASED SPACE AND PURPOSE. Landlord hereby rents to Tenant all that
certain space ("Leased Space"), known as Suite C-190, as shown on the plan
attached hereto as Exhibit "A", on the first floor of Building C in the office
campus located at 000 Xxxxxx Xxxx in Upper Southampton Township, Bucks County,
Pennsylvania ("Building"), consisting of One Thousand Five Hundred Forty (1,540)
square feet of rentable space.
The Leased Space shall be used and occupied for general offices and for no
other purpose. General office use includes those actions and activities as would
typically be performed in a medical or dental office.
2. TERM. The term of this Lease and Tenant's obligation to pay rent
hereunder shall commence upon the earlier of (i) October 1, 1996, but only if
the Leased Space is ready for occupancy, or (ii) ten days after the date when
the Leased Space is ready for occupancy, or (iii) the date when Tenant shall
take possession of the Leased Space ("Commencement Date"). The Leased Space
shall be deemed ready for occupancy when Landlord has substantially completed
the work described in Exhibit "B" attached hereto and a Certificate of Occupancy
has been granted to either Landlord or Tenant by Upper Southampton Township.
"Substantial Completion" shall mean such completion as shall enable
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Tenant to reasonably and conveniently use and occupy the Leased Space for the
conduct of its business. Substantial Completion shall be deemed to have been
achieved even though minor or insubstantial details of construction, mechanical
adjustment or decoration remain to be performed, the non-completion of which
does not materially interfere with Tenant's use of the Leased Space or the
conduct of its business therein.
The term ("Term") of this Lease shall be for a period of three (3)
years from the Commencement Date and shall expire, absolutely and without notice
on said third year anniversary date. If the day upon which the Initial Term of
this Lease shall commence shall fall on a day other than the first day of a
month, then the Initial Term of this Lease shall run for the unexpired portion
of such month plus three (3) years beginning with the first day of the month
next ensuing.
3. RENT.
A. Base Annual Rent. Tenant shall pay Landlord the base annual rent
("Base Annual Rent") in equal monthly installments as follows:
Period Annual Amount Monthly Amount
------ ------------- --------------
Commencement Date
through Month 12 $13,860.00 $1,155.00
Month 13 through 24 $14,245.00 $1,187.08
Month 25 through 36 $14,630.00 $1,219.17
B. Initial Base Operating Expense Charge and Base Operating Expense
Charge. In addition to Base Annual Rent, Tenant shall pay Landlord the base
operating expense charge ("Base Operating Expense Charge") of $5,929.00 in
equal monthly installments of $494.08
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concurrent with and in the same manner as Tenant's payment of Base Annual Rent.
The Initial Base Operating Expense Charge represents
Landlord's estimate of Tenant's Proportionate Share of Annual Operating Expenses
for the first full or partial calendar year of the Term of this Lease. The Base
Operating Expense Charge shall represent Landlord's estimate of Tenant's
proportionate share of Annual Operating Expenses for any year subsequent to the
first full or partial calendar year of the Term of this Lease.
C. Payment of Base Annual Rent and Initial Base Operating Expense
Charge or Base Operating Expense Charge. Tenant shall pay Landlord the Base
Annual Rent and the Initial Base Operating Expense Charge or the Base Operating
Expense Charge, as the case may be, (the Base Annual Rent together with either
the Initial Base Operating Expense Charge or the Base Operating Expense Charge
constituting the "Rent") without set-off or deduction on or before the first day
of each calendar month, in advance, the first monthly installment of Rent to be
paid at the signing of this Lease. If the Commencement Date is not the first day
of the calendar month, Rent from the Commencement Date to the first day of the
following month shall be apportioned at the annual rate (based on a 360-day
year) and shall be paid at the Commencement Date. All Rent shall be payable to
Landlord without notice or demand at its principal office at Xxxxx 000, 00 Xxxx
Xxxx Xxxx, Xxxx Xxxxxx, XX 00000.
D. Additional Rent. As used in this Lease, the term additional rent
("Additional Rent") means any amounts which this Lease requires Tenant to pay in
addition to Base Annual Rent. Such amounts
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will be payable as Rent and upon failure of Tenant to pay any amounts due as
Additional Rent, Landlord shall have, with respect to Additional Rent, all the
rights and remedies available to Landlord on account of Tenant's failure to pay
Rent.
a. Real Estate Taxes. The term "Real Estate Taxes" shall mean
all taxes and assessments levied, assessed or imposed at any time by any
governmental authority upon or against the Building and the land upon which the
Building is situate, and also any tax or assessment levied, assessed or imposed
at any time by any governmental authority in connection with the receipt of
income or rents from said Building or said land to the extent that the same
shall be in lieu of (and/or in lieu of an increase in) all or a portion of any
of the aforesaid taxes or assessments upon or against the said Building and/or
land.
b. Annual Operating Expenses. As used in this Lease, the term
annual operating expenses ("Annual Operating Expenses") means all reasonable
costs of management, operation, and maintenance of the Building and the ground
upon which the Building is situate incurred by Landlord during any calendar year
period occurring during the term of this Lease. Such costs shall exclude the
cost of improvements or repairs treated as capital costs for federal income tax
purposes (provided, however, that such cost may be included to the extent of the
annual amortization, calculated on a straight-line basis over the useful life
thereof as reasonably determined by Landlord, of the cost of such improvement or
repair), interest or amortization payments on any mortgage, legal expenses in
enforcing the terms of any lease other than this Lease, expenses for repair or
other work occasioned by fire or other casualty which is covered under a fire
insurance policy with
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extended coverage which is in place with respect to the Building, expenses
incurred in the leasing or procuring of new tenants (including lease
commissions, advertising expenses and expenses for renting space for new
tenants). Such costs shall include, by way of example rather than by way of
limitation, (1) Real Estate Taxes; (2) insurance, including fire and extended
coverage, public liability, rental value, and boiler and machinery coverages;
(3) wages, salaries and compensation of employees, consulting, accounting,
legal, janitorial, maintenance, guard and other services; (4) management fees
charged by Landlord, an affiliate of Landlord or any other entity managing the
Building; (5) service contracts and supplies used in connection with the
cleaning, operating, labor and maintenance of the Building; (6) all repairs and
decorating required to be performed by Landlord as provided for in this Lease;
(7) parking lot maintenance, landscaping and snow and ice clearance; (8) charges
for utilities including but not limited to water and sewer service and
electricity, but excluding charges for utilities which are directly billable to
any tenant pursuant to utility company meter; and (9) such other expenditures as
Landlord may deem necessary and proper to be expended in connection with the
operation and maintenance of a first-class office building.
i. Computation of Tenant's Proportionate Share of Annual
Operating Expenses. After the end of each calendar year of the term of this
Lease, including any partial year included within the Term of this Lease,
Landlord shall compute Tenant's Proportionate Share of the Annual Operating
Expenses described in Paragraph 3.D.b. of this Lease which have been incurred
during such calendar year by (1) calculating an appropriate adjustment, using
generally accepted
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accounting principles, to avoid allocating to Tenant or to any other tenant, as
the case may be, those specific costs which Tenant or any other tenant has
agreed to pay; (2) calculating an appropriate adjustment, using generally
accepted accounting principles, to avoid allocating to any vacant space those
specific costs which were not incurred for such space; and (3) multiplying the
adjusted Annual Operating Expenses by Tenant's Proportionate Share of .0366
which is the quotient obtained by dividing the area of Tenant's Leased Space in
the Building (1,540 square feet) by the amount of office space available in the
Building (42,020 square feet), whether occupied or not.
ii. Limitation on Increase in Tenant's Proportionate
Share of Annual Operating Expenses. Except as hereinafter provided in this
subparagraph, Tenant's Proportionate Share of Annual Operating Expenses for any
year during the Term of this Lease subsequent to the first year of the Lease
shall not increase by more than ten percent (10%) of Tenant's Proportionate
Share of Annual Operating Expenses for the first year of the Lease.
Notwithstanding the foregoing, however, should the percentage of any increase in
Tenant's Proportionate Share of Annual Operating Expenses for any year or years
subsequent to the first year of the Lease be less than ten percent (10%) of
Tenant's Proportionate Share of Annual Operating Expenses for the first year of
the Lease, then and in such event the percentage deficiency for any such year or
years shall be carried over, added to and be included in the formula for
determining Tenant's Proportionate Share of Annual Operating Expenses for the
next succeeding year or years as the case may be, it being understood,
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confirmed and intended by the parties that such percentage carry-over
requirement (i) may, in some years, cause Tenant's Proportionate Share of Annual
Operating Expenses to increase by more than ten percent (10%) of Tenant's
Proportionate Share of Annual Operating Expenses for the first year of the
Lease, and (ii) shall neither be deemed nor construed to be inconsistent with or
otherwise at variance with the first sentence of this subparagraph.
iii. Payment of Tenant's Proportionate Share of Annual
Operating Expenses. Tenant, within fifteen (15) days after being billed
therefor, shall pay to Landlord as Additional Rent the amount by which Tenant's
share of the Annual Operating Expenses exceeds the Initial Base Operating
Expenses Charge or the Base Operating Expense Charge, as the case may be. If
only part of any calendar year shall fall within the term of this Lease, the
amount computed as Additional Rent with respect to such calendar year under the
foregoing provisions shall be prorated in proportion to the portion of such
calendar year falling within the term. The expiration of the term prior to the
end of such calendar year shall not impair Tenant's obligation to pay such
prorated portion as aforesaid.
C. Periodic Advance Payments of Additional Rent.
Notwithstanding the foregoing provisions of this Paragraph to the contrary,
Landlord shall have the right, at its option, to make from time to time during
the term a reasonable estimate of the Additional Rent which may become due
hereunder with respect to any calendar year, and to require Tenant to pay to
Landlord, at the time the monthly installments of Base Annual Rent are payable,
an amount equal to the sum obtained by dividing the estimate of the Additional
Rent by the
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number of months remaining in such year. Landlord shall cause the actual amount
of Tenant's share of the Annual Operating Expenses to be computed and certified
by Landlord to Tenant within one hundred and twenty (120) days following the end
of such calendar year, and Tenant or Landlord, as the case may be, shall within
fifteen (15) days of receipt of the certification thereof pay to the other the
amount of any deficiency or overpayment then due from one to the other. In lieu
thereof, at Landlord's option, Landlord may credit Tenant's account for any
overpayment. Tenant shall have the right to inspect the books and records used
by Landlord in calculating the Annual Operating Expenses, Leased Space
Electricity Charge, and Water and Sewer Charges within sixty (60) days of
receipt of the certification during regular business hours after having given
Landlord written notice at least forty-eight (48) hours prior thereto; provided,
however, that Tenant shall make all payments of Additional Rent without delay,
and that Tenant's obligation to pay such Additional Rent shall not be contingent
on any such right. During such sixty (60) day period following receipt of the
certification, Tenant shall have the right to object to the rental adjustment
determination set forth therein by submitting another notice to Landlord
specifying the ways in which the Landlord's interpretation is incorrect. If
within thirty (30) days thereafter, no settlement is reached, the disputed
certification and rental adjustment will be referred to a certified public
accounting firm selected by Landlord, and approved by Tenant, for final
determination. If the determination results in a variance of two percent (2%)
or less in the rental adjustment, Tenant shall pay the expenses involved in
such determination. Landlord shall be obligated to pay the expenses
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involved in such determination if the result is a variance of greater than two
percent (2%).
4. LATE PAYMENT CHARGE. If Tenant fails to pay Base Annual Rent or
Additional Rent within ten (10) days from the date on which each is due and
payable, such unpaid amounts will be subject to a late payment charge equal to
five percent (5%) of such unpaid amounts, or $100.00, whichever is greater
("Late Payment Charge"). This late payment charge is intended to compensate
Landlord for its additional administrative costs resulting from Tenant's
failure, and has been agreed upon by Landlord and Tenant, after negotiation, as
a reasonable estimate of the additional administrative costs which will be
incurred by Landlord as a result of Tenant's failure. The late payment charge
will constitute liquidated damages and will be paid to Landlord together with
such unpaid amounts. In addition, any unpaid Base Annual Rent or Additional Rent
which is not paid when due will accrue interest ("Late Payment Interest") at a
rate of one and one-half percent (1 1/2%) per month (but in no event in an
amount in excess of the maximum rate allowed by applicable law) from the date on
which it was due until the date on which it is paid in full with accrued
interest. The receipt of this late payment charge will not constitute a waiver
by Landlord of any default by Tenant under this Lease.
5. CONSTRUCTION OF LEASED SPACE. Landlord shall, unless it shall be
specifically marked to the contrary, without cost to Tenant, complete that
portion of the construction and other items of work in the Leased Space
described as "Landlord's Work" in Exhibit "B" attached hereto, in a good and
workmanlike manner.
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If, at Tenant's request, Landlord performs any items of work or
furnishes any materials which it is not required to perform or furnish under
Exhibit "B", Tenant shall pay Landlord for such additional work and materials
promptly upon presentation of bills therefor.
6. TENANT'S ALTERATIONS. Tenant shall make no alterations, additions or
improvements to the Leased Space without the consent of Landlord, which consent
shall not be unreasonably withheld or delayed. All such approved alterations,
additions or improvements shall become a part of the Leased Space when made and
shall remain upon and be surrendered with the Leased Space at the end of the
term, provided, however, if at the termination of this Lease by lapse of time or
otherwise, Landlord so directs by written notice to Tenant, the Tenant shall
promptly remove the alterations, additions, improvements or installations which
were placed in the Leased Space by Tenant and which are designated in said
notice. Tenant shall repair any damage occasioned by such removal, and, in
default thereof, Landlord may effect said removals and repairs at Tenant's
expense.
7. MECHANICS' LIENS. Prior to Tenant performing any construction or any
other work on or about the Leased Space for which a lien could be filed against
the Leased Space or the Building, Tenant shall enter into a written waiver of
liens agreement with the contractor who is to perform such work, and such
written agreement shall be filed, in accordance with the Pennsylvania Mechanics'
Lien Law of 1963, as amended, prior to the commencement of such work.
Notwithstanding the foregoing, if any mechanics' or other lien shall be filed
against the Leased Space or the Building purporting to be for
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labor or material furnished or to be furnished at the request of Tenant, then
Tenant shall at its expense cause such lien to be discharged of record by
payment, bond or otherwise, within thirty (30) days after the filing thereof. If
Tenant shall fail to cause such lien to be discharged of record within such
period, Landlord may cause such lien to be discharged by payment, bond or
otherwise, without investigation as to the validity thereof or as to any offsets
or defenses thereto, and Tenant shall, upon demand, reimburse Landlord for all
amounts paid and costs incurred, including attorneys' fees, in having such lien
discharged of record.
8. CONDITION OF LEASED SPACE. Tenant acknowledges and agrees that, except
as expressly set forth in this Lease, there have been no representations or
warranties made by or on behalf of Landlord with respect to the Leased Space or
the Building or with respect to the suitability of either for the conduct of
Tenant's business. The taking possession of the Leased Space by Tenant shall
conclusively establish that the Leased Space and the Building were at such time
in satisfactory condition, order and repair.
9. LANDLORD'S SERVICES. So long as Tenant is not in default under any of
the provisions of this Lease, Landlord shall provide, within its standards on
each item, the following services and facilities:
A. Maintain and repair the common areas, roof and structure, and
exterior of the Building in good condition. In the event that any such
maintenance is required by reason of the negligence or abuse of Tenant or its
agents, employees, invitees or of any other person using the Building with
Tenant's consent, expressed or implied,
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Landlord may perform such maintenance and add the cost thereof to the first
installment of Rent which will thereafter become due, unless Landlord shall have
actually recovered such cost through insurance proceeds.
B. Maintain and keep the parking area of the Building, drainage
above and below ground, sidewalks and exterior common areas in good condition,
illuminated during normal twilight and evening business hours, clean and
reasonably free of debris, ice and snow.
C. Maintain landscaping and lawns including grass cutting, mulching
and shrub trimming.
D. Provide periodic cleaning of outside and inside of exterior
window panes and other exterior glass.
E. Provide, in common with other tenants, potable water and sanitary
sewer service to the Leased Space.
F. Cause electrical service to be provided to Tenant's assigned
meter socket located in Landlord's electrical switchgear room whereupon, upon
Tenant's contracting with the local electrical utility company ("PECO"), PECO
shall cause to have a meter installed which, at Tenant's expense, will have
electricity caused to be furnished to and for use within the Leased Space,
including the operating of the heating and cooling system therein.
G. Provide an air conditioning (cooling) and heating system for the
Leased Space (but not the electricity required to operate the system). Tenant
agrees to cooperate fully with Landlord and to abide by all the regulations and
requirements which Landlord may reasonably prescribe for the proper functioning
and protection of the air conditioning and heating system.
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H. Maintenance of standard hardware and venetian blinds installed in
the Leased Space by Landlord. Should Landlord institute a master keying system
for the Building, Landlord shall pay for the initial rekeying of locks and,
thereafter, should locks be re-keyed at Tenant's initiative, such changes shall
be accomplished through Landlord and Landlord's locksmith and Tenant shall pay
the reasonable charges thereof.
I. Perform the following janitorial services:
a. Vacuuming floors and emptying the waste paper receptacles;
b. Cleaning of floor, walls, sinks and toilet bowls in
restrooms;
c. Dusting of cleared areas on desk tops and side and front
panels of desks, tables and chairs;
d. Supply and replenishment of paper hand towels and toilet
tissue in restrooms;
e. Replace light bulbs, tubes and ballasts;
f. Clean and periodically wax composition tile floors.
J. Make all repairs necessary to maintain the plumbing, heating, air
conditioning, electrical systems, equipment and apparatus appurtenant thereto or
used in connection therewith, excluding repairs to any non-Building standard
fixtures or other improvements installed or made by or at the request of Tenant
and requiring unusual or special maintenance. In the event that any such repair
is required by reason of the negligence or abuse of Tenant or its agents,
employees, invitees or of any other person using the Building with Tenant's
consent, express or implied, Landlord may perform such repairs and add the cost
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thereof to the first installment of Rent which will thereafter become due,
unless Landlord shall have actually recovered such costs through insurance
proceeds.
K. It is understood that Landlord does not warrant that any of the
services referred to in this Section 9 will be free from interruption by reason
of strike, accident, emergency or any other causes beyond the reasonable control
of Landlord. No interruption of service shall ever be deemed an eviction or
disturbance of Tenant's use and possession of the Leased Space or any part
thereof, or confer any benefits or rights in third parties, or render Landlord
liable to Tenant for damages or relieve Tenant from performance of Tenant's
obligations under this Lease. Notwithstanding anything in this Lease to
contrary, if Tenant is unable to use the Leased Space for its intended purpose
for a period of ninety (90) days as a result of such interruption of service or
as result of any other cause other than a cause which would be deemed a default
by Tenant under this Lease, then Tenant may terminate this Lease and shall have
no further obligations hereunder other than those obligations Tenant would have
had if the Lease expired at the end of the Term
L. Landlord shall not be liable in damages or otherwise for
temporary delay or temporary failure in furnishing any of the foregoing services
or facilities but only to the extent Tenant is able to operate its business
without interruption without such services. Landlord's liability in this case
shall be limited to the amount of Rent plus Additional Rent pertaining to the
period of such interruption.
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10. ASSIGNMENT AND SUBLETTING. Tenant shall have no right to sublet or
assign all or any part of the Leased Space without the advance consent in
writing of Landlord; provided, however:
A. That any money or other economic consideration to be received by
Tenant as a result of such subletting or assignment, whether denominated as
rent, or as payment for fixtures, or otherwise, which exceeds, in the aggregate
the total sums which Tenant is obligated to pay Landlord under this Lease
(prorated to reflect obligations allocable to that portion of the Leased Space
subject to the sublease or assignment) shall be payable to Landlord as
Additional Rent under this Lease without affecting or reducing any obligation of
Tenant hereunder.
B. Regardless of Landlord's consent, no subletting or assignment
shall release Tenant of Tenant's obligation or alter the primary liability of
Tenant to pay the rental and to perform all other obligations to be performed by
Tenant hereunder.
C. The acceptance of rental by Landlord from any other person shall
not be deemed to be a waiver by Landlord of any provision hereof.
D. Consent to one assignment or subletting shall not be deemed
consent to any subsequent assignment or subletting.
E. In the event of default by any assignee of Tenant or any
successor of Tenant in the performance of any of the terms hereof, Landlord may
proceed directly against Tenant without the necessity of exhausting remedies
against such assignee or successor.
F. If Tenant defaults under the terms and conditions of this Lease
at such time that all or part of the Leased Space are then
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assigned or sublet, Landlord may collect directly from the assignee or subtenant
all rents becoming due to Tenant under the assignment or sublease and apply such
rents against any sums due to Landlord by Tenant under this Lease, and Tenant
hereby authorizes and directs such assignee or subtenant to make such payments
of rent to Landlord upon receipt of notice from Landlord. Such collection of
rent by Landlord shall not constitute a novation or a release of Tenant from its
liability under the terms and conditions of this Lease.
G. If Tenant requests Landlord's consent to an assignment of the
Lease or subletting of all or part of the Leased Space, it shall submit to
Landlord a true, complete and legible copy of the proposed sublease or
assignment. Landlord shall have the option, to be exercised within thirty (30)
days thereafter, to cancel the within Lease as of the commencement date stated
in the above-mentioned assignment or sublease and to enter into a direct lease
with such assignee or subtenant. If Landlord elects to cancel the within Lease
as stated, then, the term, tenancy, and occupancy of the Leased Space shall
terminate as though the cancellation date was the original termination date of
this Lease.
H. If the Landlord shall not exercise its right within the terms set
forth in Subparagraph G above, its consent to any such proposed assignment or
subletting shall not be unreasonably withheld or delayed.
I. Notwithstanding the foregoing, Tenant, upon appropriate notice to
Landlord, may assign this Lease, or sublet all or part of the Leased Space to a
parent, an affiliate, a wholly-owned subsidiary or a successor by merger,
consolidation, or division without the consent of
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Landlord; however, prior written notice of the assignment or sublet shall be
given by Tenant to Landlord.
11. ACCESS TO LEASED SPACE. Landlord, its employees and agents shall have
the right to enter the Leased Space at all reasonable times for the purpose of
examining or inspecting the same, showing the same to prospective purchasers or
tenants of the Building, or mortgagees, and making such alterations, repairs,
improvements or additions to the Leased Space or to the Building as Landlord may
deem necessary or desirable. Except in case of emergency, any such entry shall
be after reasonable notice to Tenant. If representatives of Tenant shall not be
present to open and permit entry into the Leased Space at any time when such
entry by Landlord is necessary or permitted hereunder, Landlord may enter by
means of a master key (or forcibly in the event of an emergency) without
liability to Tenant and without such entry constituting an eviction of Tenant or
termination of this Lease.
12. REPAIRS.
A. Landlord shall make, at its sole cost and expense, all repairs
necessary to maintain the plumbing, air conditioning and electrical systems,
windows, floors, and all other items which constitute a part of the Leased Space
and are installed or furnished by Landlord as well as repairs necessary to
maintain the roof, exterior walls, parking lot, grounds, site lighting and
common areas; provided, however, that Landlord shall not be obligated for any of
such repairs until the expiration of a reasonable period of time after written
notice from Tenant that such repair is needed, except roof defects resulting in
damage to the Leased Space in which case all repairs shall be expedited. In no
event shall Landlord be obligated to repair any
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damage caused by any act, omission or negligence of the Tenant or its employees,
agents, invitees, licensees, subtenants, or contractors and Tenant shall be
solely liable for such repairs at Tenant's sole cost and expense.
B. Except as the Landlord is obligated for repairs as provided
above, Tenant shall make, at its sole cost and expense, all repairs necessary to
maintain the Leased Space and shall keep the Leased Space and the fixtures
therein in neat and orderly condition. If the Tenant refuses or neglects to make
such repairs, or fails to diligently prosecute the same to completion, after
written notice from Landlord of the need therefor, Landlord may make such
repairs at the expense of Tenant and such expense shall be collectible as
Additional Rent.
C. Landlord shall not be liable by reason of any injury to or
interference with Tenant's business arising from the making of any repairs,
alterations, additions or improvements in or to the Leased Space or the Building
or to any appurtenances or equipment therein; however, Landlord agrees to use
its best efforts to avoid all such interference, damage or injury.
13. SURRENDER OF LEASED SPACE. At the end of the term of this Lease,
Tenant shall surrender the Leased Space to Landlord, together with all
alterations, additions and improvements thereto, in broom clean condition and in
good order and repair except for ordinary wear and tear and damage for which
Tenant is not obligated to make repairs under this Lease. Subject to Paragraph 6
hereof, Tenant shall have the right at the end of the term hereof to remove any
unattached moveable equipment, furniture, trade fixtures or other personal
property placed
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in the Leased Space by Tenant, provided that Tenant promptly repairs any damage
to the Leased Space caused by such removal. Tenant shall repair all damage to
the Leased Space caused by such removal and restore the Leased Space to the
condition in which it was prior to the installation of the items so removed less
reasonable wear and tear. Tenant shall surrender the Leased Space to Landlord at
the end of the term hereof, without notice of any kind, and Tenant waives all
right to any such notice as may be provided under any laws now or hereafter in
effect in Pennsylvania. If Tenant shall fail to remove any of its equipment,
furniture, trade fixtures or other personal property Landlord may remove and
store the same at the expense of Tenant or sell the same on behalf of Tenant at
public or private sale in such manner as is commercially reasonable with any
proceeds thereof to be first applied to the costs and expenses, including
attorney's fees, of the storage and sale and the payment of any amounts owed
hereunder by the Tenant.
14. INDEMNIFICATION AND INSURANCE; WAVER OF SUBROGATION. Tenant covenants
and agrees that it shall, without notice or demand and at its own cost and
expense, indemnify and save harmless Landlord against and from, and Landlord
shall not be liable to Tenant for, any and all claims by or on behalf of any
person arising in any manner whatsoever from, out of, or in connection with (a)
the use and occupancy of the Leased Space by Tenant, its agents, employees and
invitees, (b) any failure by Tenant to perform any of the terms or conditions of
this Lease required to be performed by Tenant, (c) any failure by Tenant to
comply with any statutes, regulation, ordinances or orders of any governmental
authority or (d) any accident, death, injury, or damage,
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loss or theft of property in or about the Leased Space (whether involving
property belonging to Tenant or any other person), resulting from or based upon
the act, omission, fault, negligence or misconduct of Tenant, its employees,
agents or independent contractors except to the extent caused by the negligence,
fault or misconduct of Landlord, its employees, agents or independent
contractors, and from and against all costs, attorney fees, expenses and
liabilities incurred in or as a result of any such claim or action or proceeding
brought against Landlord by reason of any such claim, Tenant upon notice from
Landlord, covenants to resist or defend such action or proceeding by legal
counsel reasonably satisfactory to Landlord.
Landlord shall defend and indemnify Tenant and save Tenant harmless
from and against any and all losses, claims, liability, expenses and damages
which either directly or indirectly, in whole or in part, arise out of or result
from (I) the negligence or willful misconduct of Landlord, its agents,
contractors or employees; (ii) judgements, citations, fines or other penalties
rendered or assessed against Tenant (with the exception of any claims under any
worker's compensation laws) as a result of Landlord's failure to comply with all
federal, state and local laws, safety and health regulations relating to any
portion of the Building or the common areas which Landlord has assumed the duty
to maintain pursuant to this Lease, provided that Tenant agrees to give Landlord
prompt notice of any such violation asserted by any governmental agency; and
(iii) the breach of any provision of this Lease by Landlord, its agents,
contractors or employees.
HEALTHDRIVE LEASE 09/20/96 20
A. Nothing in this Paragraph 14 is intended to require
indemnification for any property claim for which insurance is required to be
maintained under the terms of this Lease. The rights and obligations of Landlord
and Tenant under this Paragraph 14 shall survive the expiration or earlier
termination of this Lease.
Tenant shall keep in force public liability insurance with respect
to the Leased Premises, including contractual insurance with respect to the
covenants and agreement above, with companies qualified to do business in the
Commonwealth of Pennsylvania, and in form acceptable to Landlord to afford
protection of not less than a combined limit of One Million Dollars ($1,000,000)
with respect to personal injury or death and property damage, and naming as the
insured Landlord, Tenant and the beneficiaries of any encumbrances now or in the
future affecting the Building and providing thirty (30) days notice of
cancellation or reduction in scope or amount of coverage. Copies of such
policies shall be delivered to Landlord.
Each party hereto waives any and every claim which arises or which
may arise in its favor and against the other party hereto during the Term of
this Lease or any extension or renewal thereof for any and all loss of or damage
to any of its property located within or upon or constituting a part of the
Building, to the extent that such loss or damage is recovered under an insurance
policy or policies and to the extent such policy or policies contain provision
permitting such waiver of claims. Each party agrees to request its insurers to
issue policies containing such provisions.
15. DAMAGE AND DESTRUCTION. If the Leased Space or the Building are
damaged by fire or other casualty, Landlord will give Tenant notice
HEALTHDRIVE LEASE 09/20/96 21
of the time which will be needed to repair such damage, as determined by
Landlord in its sole discretion, and the election (if any) which Landlord has
made according to this Paragraph 15. Such notice will be given as soon as
reasonably possible, but in any event before the thirtieth (30th) day (the
"Notice Date") after the fire or other casualty.
A. If the Leased Space or the Building are damaged by fire or other
insured casualty to an extent which may be repaired within ninety (90) days
after the commencement of repair, as determined by Landlord, Landlord will
repair the damage within ninety (90) days after the Notice Date. In that event
this Lease will continue in full force and effect except that all Rent will be
abated on a pro rata basis from the date of the fire or other insured casualty
until the date of the completion of such repairs (the "Repair Period") based on
the rentable area of the Leased Space of whose use the Tenant is deprived during
the Repair Period. In the event that repairs are not substantially completed
within the aforesaid ninety (90) day period, Tenant may cancel this Lease at the
expiration of said ninety (90) day period by written notice to Landlord,
however, Landlord shall have five (5) business days after receipt of the notice
to complete the repairs to Tenant's reasonable satisfaction.
B. If the Leased Space or the Building are damaged by fire or other
insured casualty to an extent which may not be repaired within ninety (90) days
after the commencement of repair, as determined by Landlord, then (i) Landlord
may cancel this Lease as of the date of such damage by written notice given to
Tenant on or before the Notice Date, or (ii) Tenant may cancel this Lease as of
the date of such
HEALTHDRIVE LEASE 09/20/96 22
damage by written notice given to Landlord within ten (10) days after Landlord's
delivery of a notice that the repairs cannot be made within such ninety (90) day
period. Upon the termination of this Lease pursuant to the terms of this
Paragraph 15.B., Tenant's liability for Rent shall cease as of the date of the
casualty. If neither Landlord nor Tenant so elects to cancel this Lease,
Landlord will repair the Building and Leased Space and Rent will be abated on a
pro rata basis during the entire Repair Period based on the rentable area of the
Leased Space of whose use Tenant is deprived during the Repair Period.
C. If the Leased Space or the Building are damaged by an uninsured
casualty, Landlord will have the option to repair such damage according to the
provisions and subject to the rights of Tenant contained in subparagraph A and B
above, as applicable, or cancel this Lease as of the date of such casualty by
written notice to Tenant on or before the Notice Date. If any such damage by
fire or other casualty is the result of the willful conduct or negligence or
failure to act of Tenant, its agents, contractors, employees or invitees, there
will be no abatement of Rent as otherwise provided for in this Paragraph 15.
D. Landlord will not be obligated to repair any improvements in
excess of those installed by Landlord in connection with initial occupancy of
the Leased Space by Tenant, but will be obligated to repair any improvements
made by Tenant to the Leased Space to which the Landlord has consented, in which
Landlord has an insurable interest, and which have been added to Landlord's fire
and extended coverage insurance policy.
16. CONDEMNATION. If the Leased Space or any material part (i.e., ten
percent (10%) or more of the rentable area of the Leased
HEALTHDRIVE LEASE 09/20/96 23
Space) thereof shall be condemned for public use, then and in that event, upon
the vesting of title to the same for such public use, this Lease shall
terminate, anything herein contained to the contrary notwithstanding, except
that Tenant shall have the right to prove and collect the value of the leasehold
improvements paid for by Tenant, including moving expenses. In the event of such
termination of this Lease, all rent paid in advance shall be apportioned as of
the date of such termination. Notwithstanding the foregoing, if less than ten
percent (10%) of the Leased Space shall be so taken, Tenant shall retain the
part not so taken and there shall be a proportional reduction in the rent. All
compensation awarded or paid upon such a total or partial taking of the Leased
Space shall belong to and be the property of Landlord without any participation
by Tenant, provided, however, that nothing contained herein shall be construed
to preclude the Tenant from prosecuting any claim directly against the
condemning authority in such condemnation proceedings for loss of business, or
depreciation to, damage to, or cost of removal of, or for the value of stock,
trade fixtures, furniture, and other personal property belonging to Tenant;
provided, however, that no such claim shall diminish or otherwise adversely
affect Landlord's award or the award of any mortgagee.
17. ESTOPPEL CERTIFICATES. Either party shall, at any time and from time
to time within ten (10) days following written request from the other, execute,
acknowledge and deliver to the requesting party a written statement certifying
that this Lease is in full force and effect and unmodified (or, if modified,
stating the nature of such modification), certifying the date to which the rent
reserved hereunder
HEALTHDRIVE LEASE 09/20/96 24
has been paid, and certifying that there are not, to the certifying party's
knowledge, any uncured defaults (or acts or omissions which would be defaults
but for the pendancy of any grace or cure period under Paragraphs 19 and 20
below) or unpaid charges on the part of the other party, or specifying such
defaults or unpaid charges if any are claimed. Any such statement may be relied
upon by any lending institution or by any prospective purchaser or mortgagee of
all or any part of the Building or land on which the Building is situate. The
failure to deliver such statement within said ten (10) day period shall be
conclusive evidence that this Lease is in full force and effect and unmodified,
and that there are no uncured defaults in the requesting party's performance
hereunder.
18. TENANT'S DUTY TO OCCUPY. During the term of this Lease, including any
extensions and renewals, Tenant has the absolute duty to occupy and use the
Leased Space continuously, carrying on Tenant's business in a diligent,
assiduous and energetic fashion.
19. DEFAULT. The following shall constitute defaults by Tenant:
A. Failure to pay Rent or other payments required of Tenant, or any
portion thereof to Landlord;
B. Failure to perform or observe any agreement, condition, or
obligation of the Tenant to Landlord;
C. If any person shall levy upon, take, or attempt to take Tenant's
leasehold interest or any part of it or personal property of Tenant upon
execution, attachment or other process of law;
D. If the premises shall be deserted, vacated, abandoned, or
business operations shall not be conducted in accordance with Tenant's duty to
occupy;
HEALTHDRIVE LEASE 09/20/96 25
E. If this Lease or any interest in it shall by operation of law
devolve upon or pass to any person or persons other than Tenant;
F. If Tenant becomes embarrassed or insolvent, or makes an
assignment for the benefit of creditors, or if a petition in bankruptcy is filed
by or against Tenant or a xxxx in equity or other proceedings for the
appointment of a receiver for Tenant is filed, or if proceedings for
reorganization or for composition with creditors under any state or federal law
are instituted by or against Tenant.
20. GRACE PERIOD. Excepting the Late Payment Charge and Late Payment
Interest, prior to exercising any remedies under this Lease, Landlord shall give
Tenant ten (10) days written notice of any monetary default and thirty (30) days
written notice of any non-monetary default, together with the opportunity to
cure any default within such time periods, provided, however, that Landlord
shall not be required to give Tenant notice of monetary defaults or notice of a
repeated non-monetary default (or similar non-monetary default) more than two
(2) times in any twelve (12) month period prior to having the right to resort to
all remedies available to Landlord for a default by Tenant under this Lease.
21. REMEDIES. In the event of a default by Tenant, Landlord's remedies
shall include any one or more of the following:
A. The present value of the Rent for the entire unexpired balance of
the Term of this Lease, as well as other charges, payments, costs and expenses
agreed to be paid by Tenant, in addition to any and all installments of Rent
already due, and/or any other charge, expense or cost agreed to be paid by
Tenant which may be due and payable and in arrears, shall be due and payable as
if by the terms and provisions of
HEALTHDRIVE LEASE 09/20/96 26
this Lease the whole balance of unpaid Rent and other charges, payments, taxes,
costs and expenses were on that date payable in advance; and if this Lease or
any part is assigned, or if the premises or any part is sublet, Tenant hereby
irrevocably constitutes and appoints Landlord/Tenant's agent to collect the
Rents due by such assignee or sublessee and apply the same to the Rent due
without in any way affecting Tenant's obligation to pay any unpaid balance of
Rent due hereunder;
B. In the event of any of the foregoing at any time at the option of
Landlord, this Lease and the Term hereby created shall terminate and become
absolutely void without any right on the part of Tenant to save the forfeiture
by payment of any sum due or by other performance of any condition, term or
covenant broken;
C. Landlord may without notice or demand enter the Leased Space,
breaking open locked doors if necessary to effect entrance, without liability
for damages for such entry or for its manner, for the purpose of taking
possession of the Leased Space; and Tenant hereby releases and discharges
Landlord, and its agents from all claims, actions, suits, damages and penalties,
for or by reason or on account of any such entry. In the case of any such entry,
Landlord shall give Tenant simultaneous or advance written notice of such entry
and shall, thereafter, allow Tenant a five (5) day period after the giving of
such notice, within which to remove its property from the Leased Space.
D. Landlord may lease the Leased Space or any part or parts of it to
such person or persons as may in Landlord's discretion seem best on such terms,
including rentals, as are commercially reasonable
HEALTHDRIVE LEASE 09/20/96 27
and Tenant shall be liable for any loss of Rent for the balance of the then
current term.
22. CONFESSIONS OF JUDGEMENT. After a default under this Lease and
following the expiration of any applicable grace and notice periods, Landlord
shall have the following rights which are in addition to those rights otherwise
set forth in this Lease:
A. Possession; CONFESSION OF JUDGEMENT. FOR THE PURPOSE OF OBTAINING
POSSESSION OF THE LEASED SPACE, TENANT HEREBY AUTHORIZES AND EMPOWERS ANY
ATTORNEY OF ANY COURT OF RECORD IN THE COMMONWEALTH OF PENNSYLVANIA OR
ELSEWHERE, AS ATTORNEY FOR TENANT AND ALL PERSONS CLAIMING UNDER OR THROUGH
TENANT (i) TO SIGN AN AGREEMENT FOR ENTERING IN ANY COMPETENT COURT AN ACTION IN
EJECTMENT FOR POSSESSION OF THE LEASED SPACE, AND/OR (ii) TO APPEAR FOR AND
CONFESS JUDGEMENT AGAINST TENANT FOR POSSESSION OF THE LEASED SPACE, AND
AGAINST ALL PERSONS CLAIMING UNDER OR THROUGH TENANT, IN FAVOR OF LANDLORD, FOR
RECOVERY BY LANDLORD OF POSSESSION THEREOF, FOR WHICH THIS AGREEMENT OR A COPY
HEREOF VERIFIED BY AFFIDAVIT, SHALL BE A SUFFICIENT WARRANT; AND THEREUPON A
WRIT OF POSSESSION MAY IMMEDIATELY ISSUE FOR POSSESSION OF THE LEASED SPACE,
WITHOUT ANY PRIOR WRIT OR PROCEEDING WHATSOEVER AND WITHOUT ANY STAY OF
EXECUTION.
If for any reason after such action set forth herein has been
commenced it shall be discontinued or suspended, or possession of the Leased
Space shall remain in or be restored to Tenant, Landlord shall have the right
for the same default or any subsequent default to bring an action in ejectment
and/or an action to confess judgement for possession of the Leased Space therein
before or after the institution of proceedings to enforce the Lease, or after
entry of judgement
HEALTHDRIVE LEASE 09/20/96 28
therein, it being the understanding of the parties that the authorization to
pursue such proceedings for obtaining possession and confession of judgement
therein is an essential part of the remedies for enforcement of the Lease. The
foregoing warrants and powers to confess judgement shall not be deemed to have
been exhausted by any single exercise thereof, whether or not such exercise
shall be held by any court to be invalid, voidable or void, but may be exercised
from time to time, as often as Landlord shall elect, until all defaults under
this Lease have been cured and all sums payable or that may become payable by
Tenant have been paid in full.
23. WAIVER. The failure or delay on the part of either party to enforce or
exercise at any time any of the terms and conditions of this Lease shall in no
way be construed to be a waiver thereof, nor in any way to affect the validity
of this Lease or any part hereof, or the right of the party to thereafter
enforce each and every term or condition. No waiver of any breach of this Lease
shall be held to be a waiver of any other or subsequent breach. The receipt by
Landlord of Rent at a time when the Rent is in default under this Lease shall
not be construed as a waiver of such default. The receipt by Landlord of a
lesser amount than the Rent due shall not be construed to be other than a
payment on account of the Rent then due, nor shall any statement on Tenant's
check or any letter accompanying Tenant's check be deemed an accord and
satisfaction, and Landlord may accept such payment without prejudice to
Landlord's right to recover the balance of the Rent due or to pursue any other
remedies provided in this Lease. No act or thing done by Landlord or Landlord's
agents or employees during the term of this Lease shall be deemed an acceptance
of a surrender of the Leased
HEALTHDRIVE LEASE 09/20/96 29
Space, and no agreement to accept such a surrender shall be valid unless in
writing and signed by Landlord.
24. RIGHT OF ASSIGNEE OF LANDLORD. The right to enter judgement against
Tenant and to enforce all of the other provisions of this Lease may, at the
option of any assignee of this Lease, be exercised by any assignee of the
Landlord's right, title and interest in this Lease in his, her, their or its own
name, and Tenant hereby expressly waives the requirements of any and all laws
regulating manner and/or form in which such assignments shall be executed and
witnessed.
25. REMEDIES CUMULATIVE. All of the remedies herein given to Landlord and
all rights and remedies given to it by law and equity shall be cumulative and
concurrent. No termination of this Lease or the taking or recovering of the
premises shall deprive Landlord of any of its remedies or actions against the
Tenant for Rent due at the time or which, under its terms, would in the future
become due as if there had been no termination, nor shall the bringing of any
action for Rent or breach of covenant, or the resort to any other remedy herein
for the recovery of Rent be construed as a waiver of the right to obtain
possession of the premises.
26. QUIET ENJOYMENT. If and so long as Tenant pays the Rent reserved
hereunder and observes and performs all the terms and conditions on Tenant's
part to be observed and performed hereunder, Tenant shall and may peaceably and
quietly have, hold and enjoy the Leased Space for the entire term hereof,
subject to all of the provisions of this Lease.
27. FORCE MAJEURE. Time periods for Tenant or Landlord's performance of
Tenant or Landlord's obligations under any of the terms
HEALTHDRIVE LEASE 09/20/96 30
of this Lease shall be extended for periods of time not exceeding ninety (90)
consecutive days during which the Tenant or Landlord's performance is prevented
due to circumstances beyond Tenant or Landlord's control, including without
limitation, strikes, embargoes, governmental regulations, acts of God, war or
other strife. Notwithstanding any inference to the contrary contained herein,
the provisions of this Paragraph shall not be applicable to Tenant's obligation
to pay all Rents and other sums as are required by the terms of this Lease, it
being intended that lack of funds shall not be an event beyond Tenant's control.
28. SUCCESSORS. The respective rights and obligations provided in this
Lease shall bind and shall inure to the benefit of the parties hereto, and their
successors and assigns, subject to Paragraph 10.
29. GOVERNING LAW. This Lease shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.
30. HOLDING OVER. If Tenant shall, with the consent of Landlord, hold over
after the expiration of the term hereof, such tenancy shall be deemed a
month-to-month tenancy, which tenancy may be terminated as provided by
applicable state law. During such tenancy, Tenant agrees to pay Landlord the
fair market value for the Leased Space, as reasonably determined by Landlord,
and to be bound by all the terms and conditions herein. If Landlord shall not
give consent to such hold over by Tenant, such tenancy may be terminated as
above provided, and until Tenant has vacated the Leased Space, it agrees to pay
to Landlord Rent at a monthly rental one and one-half times the rate, including
Base Annual Rent and Additional Rent, charged to Tenant at the expiration of the
term of this Lease.
HEALTHDRIVE LEASE 09/20/96 31
31. SUBORDINATION. This Lease is and shall be subject and subordinate to
all mortgages which may now or hereafter be secured upon the Building, and to
all renewals, modifications, consolidations, replacements and extensions
thereof. This clause shall be self-operative and no further instrument of
subordination shall be required by any lessor or mortgagee, but in confirmation
of such subordination, Tenant shall execute and return to lessor or mortgagee,
as the case may be, within ten (10) days after written request, any certificate
that Landlord may reasonably require acknowledging such subordination.
Notwithstanding the foregoing, Landlord agrees that any such subordination shall
not affect Tenant's right to possession of the Leased Space so long as Tenant is
in full compliance with the terms of this Lease and that any certificate
required by this Paragraph 34 shall acknowledge such right of Tenant and,
provided further, that Tenant shall attorn to the party holding the instrument
to which this Lease is subordinate and shall execute, acknowledge and deliver
any instrument that has for its purposes and effect the confirmation of such
attornment.
32. NOTICES. All notices or other communications required or permitted
under the terms and conditions of this Lease shall be in writing, and shall be
(1) delivered in person, (2) sent by United States Registered or Certified Mail,
postage prepaid, return receipt requested, or (3) sent by private courier
guaranteeing next day delivery, addressed as follows:
As to Tenant:
HealthDrive Corporation
Attention: Xxxxxxx Xxxxxx, CFO
00 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000-0000
HEALTHDRIVE LEASE 09/20/96 32
As to Landlord:
000 Xxxxxx Xxxx Associates, L.P.
00 Xxxx Xxxx Xxxx
Xxxxx 000
Xxxx Xxxxxx, XX 00000
Either party may at any time, in the manner set forth for giving
notices to the other, designate a different address to which notices to it shall
be sent.
Any period of time designated in a notice shall start from the date
of receipt, except that such period shall start five (5) days from the date of
mailing if delivery of the notice is not accepted by the party to whom it is
addressed.
33. BROKERS. Landlord represents and warrants to Tenant that Landlord has
not dealt with any broker or agent in connection with the negotiation for or the
obtaining of this Lease, other than GMH Realty, Inc. and Xxxxxx Realty, Inc.
("Active Broker"). Landlord agrees to indemnify and hold Tenant harmless from
and against all cost, liability or claim for commission or other compensation by
any broker or agent claiming to be employed by Landlord with respect to the
Leased Space.
Tenant represents and warrants to Landlord that Tenant has not dealt
with any broker or agent in connection with the negotiation for or the obtaining
of this Lease, other than Active Broker, and Tenant agrees to indemnify and hold
Landlord harmless from and against any and all cost, liability or claim for
commission or other compensation by any broker or agent, other than Active
Broker, claiming to be employed by Tenant or claiming to have called the Leased
Space to Tenant's attention.
HEALTHDRIVE LEASE 09/20/96 33
34. SIGNS. Tenant shall not, without the prior written consent of
Landlord, paint, place or erect any sign on the exterior doors or walls of the
Leased Space.
Tenant's presence in the Building will be indicated at Landlord's
sole cost and expense, by the placing of Tenant's name and suite number on the
Building directory located in the landscaped area of the parking area of the
Building and by affixing of Building Standard identification and suite number
signs, or, at Tenant's sole cost and expense, Tenant's logo and/or logotype
sign, to or adjacent to the entrance to the Leased Space.
35. RENT CONTROL. If pursuant to any existing or future laws, rules or
regulations, the Base Annual Rent, Additional Rent, or any portion thereof shall
be uncollectable or unchargeable, then the provisions of this Lease shall be
deemed amended so as to be consistent with such laws, rules or regulations. To
the extent not prohibited by law, at such time as such laws, rules or
regulations shall be removed, declared inapplicable or repealed, Tenant shall
pay Landlord as Additional Rent the amount of Rent that would have been payable
hereunder had such law, rule or regulation not been applied hereto. The
provisions of this Paragraph shall survive the expiration of this Lease.
36. SECURITY DEPOSIT. Tenant has deposited with Landlord the sum of
$1,649.00 as security for the performance by Tenant of the terms of this Lease.
Landlord may use any part of the security to satisfy any default of Tenant and
any expenses arising from such default including, but not limited to, any
demands or Rent deficiency before or after reentry by Landlord. If Tenant shall
comply fully with the terms of
HEALTHDRIVE LEASE 09/20/96 34
this Lease, the security shall be returned to Tenant after the date fixed as the
end of this Lease. Tenant shall not be entitled to any interest on the aforesaid
security. If Landlord utilizes any of the security in curing a default on the
part of Tenant, Tenant shall immediately pay Landlord the amount necessary to
restore the security to its original amount.
37. LANDLORD'S LIABILITY. If the Leased Space or the Building is
transferred or conveyed, Landlord shall be relieved of all covenants and
obligations under this Lease arising after such transfer or conveyance, provided
that notice of said transfer or conveyance is given to Tenant by Landlord, and
further provided that such transferee succeeds to and is bound by the covenants
and obligations of Landlord contained in this Lease.
38. RULES AND REGULATIONS. Tenant agrees to comply with the rules and
regulations established by Landlord from time to time, which Landlord agrees
will be applied uniformly to all tenants. The existing rules and regulations are
attached hereto as Exhibit "C".
39. LITIGATION. In the event that Landlord shall without fault on its part
be made a party to any litigation commenced by or against Tenant, then, and to
such extent, Tenant shall protect and hold Landlord harmless from and against
any liability arising therefrom, and shall pay all of Landlord's costs, expenses
and attorney's fees.
In the event that Tenant shall without fault on its part be made a
party to any litigation commenced by or against Landlord, then, and to such
extent, Landlord shall protect and hold Tenant harmless from and against any
liability arising therefrom, and shall pay all of Tenant's costs, expenses and
attorney's fees.
HEALTHDRIVE LEASE 09/20/96 35
40. ENVIRONMENTAL COMPLIANCE.
A. Tenant shall use and occupy the Leased Space and conduct its
business and operations thereupon in full compliance with all applicable
statutes, codes, rules, regulations and ordinances, as they may change from time
to time, pertaining to the protection of the environment and to hazardous
substances and hazardous wastes as those terms may be defined from time to time
in such statutes, codes, rules, regulations and ordinances ("Environmental
Laws"). Tenant shall indemnify, defend and hold harmless Landlord from and
against any and all claims, demands, judgements, suits, liens, actions and other
proceedings arising out of or relating to the removal, remediation, corrective
action or clean up of any hazardous waste or hazardous substance as defined in
the Environmental Laws or any other proceedings or actions threatened, or
brought for the enforcement of any Environmental Laws now or hereafter
applicable to Tenant's Leased Space and resulting from or arising out of
Tenant's use, operation and occupation thereof arising after the Commencement
Date of this Lease. Such indemnification shall include, but not be limited to,
cost of investigation, engineering fees, attorney's fees cost of remediation and
clean up and future maintenance.
B. Except for medical or infectious medical waste, and subject to
the provisions of Subparagraph A above, Tenant shall not use the Building and/or
the Leased Space or any part thereof, for the purpose of treating, producing,
handling, transferring, processing, transporting, disposing, using or storing a
toxic substance. Tenant shall arrange for the disposal of all medical or
infectious medical waste by a company licensed in and by the Commonwealth of
Pennsylvania
HEALTHDRIVE LEASE 09/20/96 36
to dispose of such waste in accordance with all applicable laws, ordinances and
regulations.
41. CAPTIONS. The titles to paragraphs of this Lease are for convenience
of reference only, and are not to be construed as defining, limiting or
modifying the scope or intent of any of the terms and conditions of this Lease.
42. ENTIRE AGREEMENT. This Lease contains all covenants and agreements
between Landlord and Tenant relating in any manner to the Rent, use and
occupancy of the Leased Space and Tenant's use of the Building and other matters
set forth in this Lease. No prior agreement or understanding pertaining to the
same shall be valid or of any force or effect and the terms, covenants and
conditions of this Lease shall not be altered, modified or added to except in
writing signed by Landlord and Tenant.
43. SEVERABILITY. If any provision of this Lease shall for any reason be
held to be invalid or unenforceable, such invalidity or unenforceability shall
not affect any other provision hereof, but this agreement shall be construed as
if such invalid or unenforceable portion had never been contained herein.
IN WITNESS WHEREOF, the parties have caused this Lease to be duly executed
the day and year first above written.
TENANT:
HealthDrive Corporation
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------
Attest: /s/ Xxxxxx X. Xxxxxxx
------------------------
Xxxxxx X. Xxxxxxx, Secretary
HEALTHDRIVE LEASE 09/20/96 37
LANDLORD:
000 XXXXXX XXXX ASSOCIATES, L.P.
By: Wynnewood Development, Inc.,
a Pennsylvania corporation,
its sole General Partner
By: /s/ Xxxxxxxxx Xxxxxxxx
--------------------------------------
Xxxxxxxxx Xxxxxxxx
Attest: /s/ Xxxxxxxx X. Xxxxxxxxx
----------------------------------
Xxxxxxxx X. Xxxxxxxxx, Secretary
HEALTHDRIVE LEASE 09/20/96 38
EXHIBIT "A"
[GRAPHIC OMITTED]
FLOOR PLAN SCALE 1/8"=1'-0"
HEALTHDRIVE LEASE 09/20/96 39
EXHIBIT "B"
LANDLORD'S WORK
Suite C-190 shall receive the following Improvements for Tenant's occupancy:
1. Replace all carpets.
2. Install composition tile in Storage Room and Sink Room.
3. Re-paint entire premises.
4. Provide and install stainless steel sink and vanity and countertop
in Sink Room.
5. Remove shelving in Storage Room on wall between Storage Room and
Office No. 4 and HVAC Room.
6. Install exhaust fan above sink in Sink Room.
7. Erect partition separating Storage Room from Sink Room; install new
door frame and hardware from Storage Room to Office No. 4.
8. Final clean-up including cleaning of diffusers and ceiling light
lenses and replacement of worn ceiling tiles.
HEALTHDRIVE LEASE 09/20/96 40
EXHIBIT "C"
RULES AND REGULATIONS
DEFINITIONS
1. Wherever in these rules and regulations the word "Tenant" is used, it
shall be taken to apply to and include the Tenant and his agents, employees,
invitees, licensees, sub-tenants and contractors, and is to be deemed of such
number and gender as the circumstances require. The word "room" is to be taken
to include the space covered by Lease. The word "Landlord" shall be taken to
include the employees and agents of Landlord.
CONSTRUCTIONS
2. The streets, sidewalks, entrances, passages, stairways and other common
area provided by Landlord shall not be obstructed by Tenant, or used by it for
any other purpose than for ingress and egress.
WASHROOMS
3. Toilet rooms, water closets and other water apparatus shall not be used
for any purposes other than those for which they were constructed.
INSURANCE REGULATIONS
4. Tenant shall not do anything in the Leased Space, or bring or keep
anything therein, which will in any way increase or tend to increase the risk of
fire or the rate of fire insurance, or which will conflict with the regulations
of the Fire Department or the fire laws, or with any insurance policy on the
Building or any part thereof, or with any law, ordinance, rule or regulation
affecting the occupancy and use of the Leased Space, now existing or hereafter
enacted or
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EXHIBIT "C"
promulgated by any public authority or by the Board of Fire Underwriters.
GENERAL PROHIBITIONS
5. In order to insure proper use and care of the Leased Space Tenant shall
not:
a. Keep animals or birds in the Leased Space.
b. Use the rooms as sleeping apartments.
c. Allow any sign, advertisement or notice to be fixed to the Leased
Space or Building, inside or outside, without Landlord's consent.
d. Make improper noises or disturbances of any kind; sing, play or
operate any musical instrument, radio or television or otherwise do anything to
disturb other tenants or tend to injure the reputation of the Building.
e. Xxxx or defile water closets, toilet rooms, walls, windows, doors
or any other part of the Building.
f. Place anything on the outside of the Building, including room
setbacks, window ledges and other projections; or drop anything from the
windows, stairways or parapets; or place trash or other matter in the halls or
stairways of the Building.
g. Cover or obstruct any window, skylight, door or transom that
admits light.
h. Fasten any article, drill holes, drive nails or screws into the
walls, floors, woodwork, or partitions; nor shall the same be painted, papered
or otherwise covered by or in any way marked or broken with the exception of
hanging pictures without consent of Landlord.
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EXHIBIT "C"
i. Interfere with the heating or cooling apparatus.
j. Allow anyone but Landlord's employees to clean the Leased Space,
without Landlord's consent.
k. Install any shades, blinds, or awnings without consent of
Landlord.
l. Use any electric heating device without permission of Landlord.
m. Install call boxes, or any kind of wire in or on the Building
without Landlord's permission and direction which shall not be unreasonably
withheld.
n. Manufacture any commodity, or prepare or dispense any foods or
beverages, tobacco, drugs, flowers, or other commodities or articles without the
consent of Landlord. It is understood that Tenant shall have the right to
kitchen and lunchroom facilities for its employees.
o. Give its employees or other persons permission to go upon the
roof of the Building without the consent of Landlord.
PUBLICITY
6. Tenant shall not use the name of the Building in any way in connection
with its business except as the address thereof. Landlord shall also have the
right to prohibit any advertising by Tenant, which, in its opinion, tends to
impair the reputation of the Building or its desirability as a building for
offices; and upon written notice from Landlord, Tenant shall refrain from or
discontinue such advertising.
NO SMOKING
7. Smoking or carrying a lighted cigar, cigarette or pipe is prohibited
(not permitted) anywhere in the Building, including the
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EXHIBIT "C"
Leased Space. Tenant will inform their employees, guests and invitees of this
provision of the Lease and will use their best efforts to see that this
prohibition is observed.
REGULATION CHANGES
8. Landlord shall have the right to make such other and further reasonable
rules and regulations as in the judgement of Landlord and as are consistent with
those for all other tenants in the Building and which do not materially impair
the operation of Tenant's business, may from time to time be needful for the
safety, appearance, care, and cleanliness of the Building and for the
preservation of good order therein. Landlord shall not be responsible to Tenant
for any violation of rules and regulations by other tenants.
HEALTHDRIVE LEASE 09/20/96 44
