EXHIBIT 10.7
INTERMARK TRADE CENTRE LEASE AGREEMENT
PARTIES:
Article 1
This lease, made and entered on this 1st day of August, 1995 between
SHUSHO INVESTMENT, INC. hereinafter called the LESSOR, and
PHARMASYSTEMS, INC. called the LESSEE.
PREMISES:
Article 2
The LESSOR, in consideration of the covenants, conditions,
agreements and stipulations of LESSEE hereinafter expressed, does
hereby demise and lease to the LESSEE, and the LESSEE does take and
hire from the LESSOR the following premises, situated in Intermark
Trade Centre, in the County of Dade and State of Florida known and
described in Exhibit A.
TERM & USE:
Article 3
To have and to hold the same for a term commencing on the
"Commencement Date" and ending on the "Expiration Date" such
premises to be used by the LESSEE for office, sales, warehouse and
services purposes and for the doing of all things necessary and
incident to the LESSEE's business.
RENT:
Article 4
In consideration of the demise and leasing of the premises aforesaid
by LESSOR, the LESSEE covenants and agrees to pay to the LESSOR at
the address stated in the LEASE SUMMARY a fixed monthly rental as
specified in the LEASE SUMMARY payable in advance of the first day
of each month during the term of the lease.
Beginning the second year of this Lease and every year thereafter,
LESSEE will pay annual Cost-of-Living increases for each year based
upon the Consumer Price Index - United States, Average for all Urban
Consumers (1982-84 = 100) All Items, herein after called the
"Consumer Price Index" published by the Bureau of Labor Statistics
of the Department of Labor. The Index number indicated in the column
of United States Average entitled "All Items" for the last full
month prior to said year shall be the "Current Index Number" and the
corresponding Index number for the "Base Index Month" stated in the
LEASE SUMMARY shall be the "Base Index Number". The increased rental
shall be determined by multiplying the "Annual Base Rental" as
specified in the LEASE SUMMARY by a fraction, the numerator of which
is the Current Index Number, and the denominator of which is to Base
Index Number. Fixed Rental as so adjusted shall be due and payable
to LESSOR in equal monthly installments commencing with the month
after the month with respect to which such computation shall be
made.
ADDITIONAL RENT:
Article 5 [INTENTIONALLY OMITTED]
TAXES:
Article 6 [INTENTIONALLY OMITTED]
LATE PAYMENT:
Article 7
Any payment of fixed or additional rent not received by LESSOR
within the first 5 days of the due date shall be charged a late
penalty of ten percent (10%) of the amount due.
LESSEE MAINTENANCE:
Article 8
LESSEE acknowledges that it has received the premises in good
condition and takes the same "as is". The LESSEE, at its own
expense; agrees to keep the interior portion of the Premises in good
repair and maintenance at all times. This includes but is not
limited to the interior portion of walls and electrical, mechanical,
and plumbing systems from the point where it enters the building.
LESSOR shall give notice to LESSEE of any repairs or maintenance
required within the Premises all of which are the responsibility of
the LESSEE, and if the LESSEE does not complete the same within a
reasonable period of time, the LESSOR shall have the right, but not
the obligation, to complete such repairs or maintenance, at the
expense of the LESSEE. The air conditioning unit including
condensing unit serving the Premises shall be maintained by LESSEE.
LESSOR MAINTENANCE:
Article 9
The LESSOR hereby agrees to keep the entire exterior of the building
of which the Premises are a part in good repair and maintenance,
including all grounds, parking lots, windows, the roof, exterior
walls, and the plumbing to the point where it enters the building,
making repairs and maintenance in a prompt and reasonable fashion,
and LESSEE shall pay LESSEE's proportionate share of said repairs
and maintenance in accordance with Article 5 of this Lease unless
the need for such repairs are caused by LESSEE, its agents or
invitees, in which event the entire cost and expense of such repairs
shall be paid by the LESSEE within thirty (30) days of statement
date.
INSURANCE:
Article 10
The LESSOR shall pay fire insurance for said premises. LESSEE shall
pay to LESSOR any increase in the rate of fire insurance applicable
2
to the premises resulting from risks that are not normally connected
from and with the operations contemplated by Article 3, of this
Lease. LESSEE shall provide for its own public liability insurance
and insurance for its personal property on said premises. LESSEE
shall carry public liability insurance, in amounts with companies
and on forms acceptable to LESSOR, naming both LESSOR and LESSEE as
parties insured thereby, insuring the parties against any such
claim. LESSEE shall carry rent insurance as well as business
insurance. All such policies of insurance shall provide for not less
than thirty (30) days notice to LESSOR as a condition precedent to
cancellation. Such policy shall be delivered to LESSOR. LESSEE shall
provide LESSOR with evidence of payment of renewal premiums or
replacement of policy and payment of premiums not later than ten
(10) days prior to the expiration of any such policy.
ALTERATIONS:
Article 11
The LESSEE covenants and agrees that it will make no structural
change or any alteration without the LESSOR's consent, which shall
not be reasonably withheld, and without first furnishing the LESSOR
five (5) days advance written notice outlining the proposed changes
or alterations; that it will not in any manner deface or injure said
demised premises or any part thereof; and that LESSEE will return
said premises peaceably and promptly to the LESSOR at the end of the
term of the lease, or at any previous termination thereof, in as
good condition as the same are now in, loss by fire or other hazard
and by ordinary wear and tear excepted.
All persons are hereby placed on notice that LESSEE does not have
the power to contract for any services, repairs or alterations which
can result in the filing of a lien against LESSOR's or Owner's
interest is the property. LESSEE agrees to secure the removal of any
such lien within thirty (30) days of filing. LESSOR may cause a
short-form of this Lease to be recorded in order to set forth this
provision in the public records.
FIXTURES & PERSONAL PROPERTY:
Article 12
Any trade fixtures, equipment and other property installed in or
attached to the premises by or at the expense of the LESSEE shall
remain the property of the LESSEE and the LESSOR agrees that the
LESSEE shall have the right at any time from time to time to remove
any and all of its trade fixtures, equipment and other property
which it may have stored upon or affixed to the demised premises;
provided, however, that in the event of such removal LESSEE shall
restore the premises to substantially the same condition in which
the premises were at the time LESSEE took possession, loss by fire
or other hazard and by ordinary wear and tear excepted.
3
All personal property placed or moved in the premises shall be at
the risk of the LESSEE or the Owner thereof, and LESSOR shall not be
liable to LESSEE for damage to said personal property; or the
LESSEE, arising from the bursting or leaking of water pipes, roof
leakage, flood or other casualty or from any act of negligence of
LESSOR or any co-LESSEE or occupants of the building or of any other
person whomsoever.
In the event LESSEE fails to remove its removable fixtures and
equipment upon expiration of this Lease or within a reasonable time
after termination due to fire, casualty or taking, then at LESSOR's
option, it may do so and charge the same to LESSEE, or in the
alternative deem the fixtures abandoned. Any such trade fixtures,
equipment and other property not removed shall be the property of
LESSOR.
RIGHT OF ENTRY:
Article 13
LESSOR, or any of its agents, shall have the right to enter said
premises during all reasonable hours to examine the same or to make
such repairs, additions or alterations as may be deemed necessary
for the safety, comfort, or preservation thereof, or of said
building, or to exhibit said premises at any time within ninety (90)
days before the expiration of this lease. Said right of entry shall
likewise exist for the purpose of removing placards, signs,
fixtures, alterations, or additions which do not conform to this
agreement.
UTILITIES & SERVICES:
Article 14
LESSEE hereby agrees to pay any and all charges made by any public
utility company for services furnished to LESSEE on the premises
during the term of this Lease including, but not limited to, all
costs for electricity, water, sewer, air conditioning, and heat.
LESSEE agrees to furnish janitorial services for the premise's
interior.
ASSIGNING & SUBLETTING:
Article 15
LESSEE shall not, without LESSOR's prior written consent, (a)
assign, convey or mortgage this Lease or any interest under it; (b)
allow any transfer thereof or any lien upon LESSOR's interest by
operation of law; (c) sublet the Leased Premises or any part
thereof. LESSOR agrees that it will not unreasonably withhold its
consent to any assignment or sublease, provided that if LESSEE
requests LESSOR's consent to any assignment of the Lease or to a
sublease of all or a substantial portion of the Leased Premises,
LESSOR may, in lieu of granting such consent or reasonably
withholding the same, terminate this Lease, effective on the
effective date of said assignment or on the commencement date
specified in the sublease, as the case may be to which LESSOR's
consent is requested. No permitted assignment or subletting shall
relieve LESSEE of LESSEE's covenants and agreements hereunder and
4
LESSEE shall continue to be liable as a principal and not as a
guarantor or surety, to the same extent as though no assignment or
subletting has been made.
FIRE:
Article 16
The parties hereto mutually agree that if the demised premises are
partially or totally destroyed or damaged by fire of other hazard,
then LESSOR shall repair and restore the demised premises as soon as
is reasonably practical to substantially the same condition in which
the demised premises were before such damage. Provided, however,
that in the event the demised premises are completely destroyed or
so badly damaged as not be usable by the LESSEE for the purposes
herein provided, then this Lease shall be terminable by either party
hereto by serving written notice upon the other. The parties agree
that any taking by public authority shall be treated as destruction
or damage by fire for purpose of this Lease.
The LESSOR and LESSEE each hereby releases the other from any and
all liability or responsibility for any loss, injury, or damage to
the premises, or its contents, caused by fire or any other casualty
or accident during the term of this agreement, even if such fire,
casualty or accident may have been caused by the negligence (but not
the willful act) of the other party or one for whom such party may
be responsible.
SURRENDER PREMISES:
Article 17
LESSEE agrees to surrender to LESSOR, at the end of the term of this
Lease or upon any cancellation of this Lease, said leased premises
in as good condition as said premises were at the beginning of the
term of this Lease, ordinary wear and tear, and damage by fire and
windstorm or other acts of God, excepted. LESSEE agrees that if
LESSEE does not surrender to LESSOR at the end of the term of this
Lease, said leased premises, then LESSEE will pay to LESSOR all
damages that LESSOR may suffer on account of LESSEE's failure to so
surrender to LESSOR possession of said leased premises, and will
indemnify and save LESSOR harmless from and against all claims made
by succeeding LESSEE of said premises against LESSOR on account of
delay of LESSOR in delivering possession of said premises to said
succeeding LESSEE so far as such delay is occasioned by failure of
LESSEE to so surrender said premises.
OBLIGATIONS OF SUCCESSORS:
Article 18
The LESSOR and the LESSEE agree that all the provisions hereof are
to be construed as covenants and agreements as though the words
imparting such covenants and agreement were used in each separate
paragraph hereof and that all the provisions hereof shall bind and
5
inure to the benefit of the parties hereof, their respective heirs,
legal representatives, successors and assigns.
ATTORNEY'S FEES:
Article 19
LESSEE agrees to pay all cost and expenses of collection and
reasonable Attorney's fees on any part of said rental that may be
collected by an Attorney, suit, distress or foreclosure.
CAPTIONS:
Article 20
The captions in the left-hand margin throughout this Lease are
inserted as a matter of convenience only and in no way confine,
limit, or describe the scope of intent of any Article of this Lease.
ABANDONMENT:
Article 21
If during the term of the Lease LESSEE shall abandon, vacate, or
remove from the premises the major portion of the goods, wares,
equipment or furnishings usually kept in said premises, or shall
cease doing business in said premises or shall suffer the rent to be
in arrears, LESSOR may, at its option, cancel this Lease, in the
manner in Article 30 thereof, or LESSOR may enter said premises as
the agent of LESSEE, by force or otherwise, without being liable in
any way therefore, and re-let the premises with or without any
furniture that may be therein, as the agent of LESSEE, at such price
and upon such terms and for such duration of time as LESSOR any
determine and receive the rent therefore, applying the same to the
payment of rent due by these presents, and if the full rental herein
provided shall not be realized by LESSOR over and above the expenses
to LESSOR of such reletting, LESSEE shall pay any deficiency.
BANKRUPTCY:
Article 22
It is agreed between the parties hereto that: If LESSEE shall be
adjudicated a bankrupt or an insolvent or take the benefit of any
federal reorganization or composition proceeding or make a general
assignment or take the benefit of any insolvency law, or if LESSEE's
leasehold interest under this Lease shall be sold under any
execution or process of law, or if a trustee in bankruptcy or a
receiver be appointed or elected or had for LESSEE (whether under
Federal or State Laws) or if said premises shall be abandoned or
deserted, or if LESSEE shall fail to perform any of the covenants or
conditions of this Lease or LESSEE's part to be performed, or if
this Lease or the term thereof be transferred or passed to or
evolved upon such persons, firm, officer or corporation other than
LESSEE by death of the LESSEE, operation of law or otherwise, then
and in any such events this Lease and the term of this Lease, at
LESSOR's option, shall expire and end five days after LESSOR has
given LESSEE written notice (in the manner hereinafter provided) of
such act, condition or default and LESSEE hereby agrees immediately
6
then to quit and surrender said premises to LESSOR, but this shall
not impair or affect LESSOR's right to maintain summary proceedings
for the recovery of the possession of the demised premises in all
cases provided for by law. If the term of this Lease shall be so
terminated, LESSOR may immediately or at any time thereafter
re-enter or repossess the premises and remove all persons and
property therefrom without being liable for trespass or damages.
SECURITY DEPOSIT:
Article 23
The LESSEE, concurrently with the execution of this Lease, has
deposited with the LESSOR the sum of as specified in the LEASE
SUMMARY the receipt of which is hereby acknowledged, which sum shall
be retained by the LESSOR as security deposit for the payment by the
LESSEE of the rent herein agreed to be paid and for the faithful
performance of the covenants of this Lease. If at any time the
LESSEE shall be in default of any of the provisions of this Lease,
the LESSOR shall have the right to use said deposit, or so much
thereof as may be necessary in payment of any rent in default as
aforesaid and/or in payment of any expense incurred by the LESSOR in
and about the curing of any default by said LESSEE, and/or in
payment of any damages incurred by the LESSOR by reason of such
default of the LESSEE, or at LESSOR's option, the same may be
retained by the LESSOR in liquidation of part of the damages
suffered by the LESSOR by reason of the default of the LESSEE.
Should said security deposit or any portion thereof be applied by
LESSOR to curing any default by LESSEE, LESSEE shall pay LESSOR on
demand the amount so applied which shall be added to the security
deposit so that the same may be restored to its original amount. If
LESSEE shall faithfully fulfill, keep, perform, and observe all of
the covenants, conditions and agreements in this Lease set forth and
contained on the part of the LESSEE to be fulfilled, kept performed
and observed, the sum deposited or the part or portion thereof not
previously applied shall be returned to the LESSEE without interest
no later than thirty (30) days after the expiration of the term of
this Lease or any renewal or extension thereof provided LESSEE has
vacated the Leased Premises and surrendered possession thereof to
the LESSOR at the expiration of said term or any extension or
renewal thereof as provided herein.
REGULATIONS:
Article 24
LESSEE shall promptly execute and comply with all statutes,
ordinances, rules, orders, regulations and requirements of the
Federal, State, County and City Governments, and of any and all
their Departments and Bureaus, applicable to said premises for the
correction, prevention, and abatement of nuisances or other
grievances, in, upon, or connected with said premises, during said
term, and shall also promptly comply with an execute all rules,
orders and regulations of Southeastern Underwriters Association for
7
the prevention of fires, at LESSEE's own cost and expense. LESSEE
shall abide by all rules and regulations adopted by LESSOR
concerning the use and possession of the premises provided that all
such rules and regulations adopted by LESSOR concerning the use and
possession of the premises provided that all such rules and
regulations shall be generally applicable to all tenants of
INTERMARK TRADE CENTRE. Notwithstanding anything in this Lease to
the contrary, LESSEE may not bring upon the premises any noxious,
hazardous, or radioactive materials.
NOTICES:
Article 25
Wherever in this Lease it shall be required or permitted that notice
or demand be given or served by either party to this Lease to or on
the other, such notice or demand shall be given or served and shall
not be deemed to have been given or served unless in writing duly
executed and forwarded by certified mail to the addresses as
specified in the LEASE SUMMARY. Such addresses may be changed from
time to time by either party be serving notices as above provided.
CONSENT TO MORTGAGE LEASE:
Article 26
LESSEE's right shall be subject to any bona fide mortgage which now
covers said premises or which may hereafter be placed on said
premises by LESSOR, or underlying lease now or later selfoperative,
and requires nothing further. Despite that fact, LESSEE agrees, upon
request, to execute such instruments as the mortgagee or LESSOR may
require in order to effectuate the intent expressed in this
paragraph.
SIGNAGE:
Article 27
LESSEE, may, at LESSEE's expense, have a letter type sign mounted on
the front door. The lettering on the front door shall not exceed 50%
of the door glass surface. All signage must be approved in advance
by LESSOR. No signage may be installed except by a professional sign
company approved by the LESSOR and the completed, installed signage
must be approved by LESSOR. All signage must be in compliance with
the rules, regulations and sign ordinances of Dade County, Florida.
INDEMNIFY LESSOR:
Article 28
In consideration of said premises being leased to LESSEE for the
above rental, LESSEE agrees: That LESSEE, at all times, will
indemnify and keep harmless LESSOR from all losses, damage,
liabilities, and expenses, which may rise or be claimed against
LESSOR and be in favor of any person, firm or corporation, for the
death of any person and for any injuries or damages to the person or
8
property of any persons, firm or corporation, consequent upon or
arising from the use or occupancy of said premises by LESSEE, or
consequent upon or arising from any acts, omissions, neglect or
fault of LESSEE (his agents, servants, employees, licensees,
customer's or invitees), or consequent upon or arising from LESSEE's
failure to comply with the aforesaid laws, statutes, ordinances, or
regulations; that LESSOR shall not be liable to LESSEE for any
damage, losses or injuries to the persons or property of LESSEE
which may be caused by the acts, neglect, omission, or fault of any
person, firm or corporation, and that LESSEE will indemnify and keep
harmless LESSOR from all damages, liabilities, losses, injuries, or
expenses which may arise or be claimed against LESSOR and be in
favor of any person, firm, or corporation for the death of any
person and for any injuries or damages to the person or property of
any person, firm, or corporation where said death, injuries or
damages arose on or about the premises.
X. XXXXXX'X REMEDIES:
LESSOR may without further notice re-enter the Premises either by
force or otherwise and dispossess LESSEE by summary proceedings or
otherwise, as well as the legal representative(s) of LESSEE and/or
other occupant(s) of the Premises, and remove their effects and hold
the Premises as if this Lease had not been made, and LESSEE thereby
waives the service of notice of intention to re-enter or to
institute legal proceedings to that end; and/or All Fixed Rent and
all Additional Rent for the balance of the Term will become
immediately due there upon and be paid, together with all expenses
of every nature which LESSOR may incur such as (by way of
illustration and not limitation) those for attorney's fees,
brokerage, advertising and putting the Premises in good order or
preparing them for re-rental; and/or LESSOR may re-let the Premises
or any part or parts thereof, either in the name of LESSOR or
otherwise, for a term or terms which may at LESSOR's option be less
than or exceed the period which would otherwise have constituted the
balance of the term, and may grant concessions of free rent or
charge a higher rental than that reserved in this Lease; and/or
LESSEE or its legal representative(s) will also pay to LESSOR as
liquidated damages any deficiency between the Fixed Rent and all
Additional Rent hereby reserved and/or agreed to be paid and the net
amount, if any, of the rents collected on account of the Lease or
Leases of the Premises for each month of that period which would
otherwise have constituted the balance of the Term.
C. OTHER LESSOR RIGHTS:
The failure or refusal of LESSOR to re-let the Premises or any part
or parts thereof will not release or affect LESSEE's liability for
damages. In computing such liquidated damages there will be added to
said deficiency all expenses referred to in Clause B above. Any such
liquidated damages will be paid in monthly installments on the days
9
specified in the Lease for payment of Fixed Rent and Additional Rent
and any suit brought to collect the amount of the deficiency for any
month will not prejudice in any way the rights of the LESSOR to
collect the deficiency for any subsequent month by a similar
proceeding. LESSOR, in putting the Premises in good order or
preparing the same for re-rental may, at LESSOR's option, make such
alterations, repairs, replacements and/or decorations in and to the
Premises as LESSOR, in its sole judgment, may consider advisable or
necessary, without releasing LESSEE from liability hereunder
aforesaid. LESSOR will in no event be liable in any way whatsoever
for failure to re-let the Premises, or, if the Premises are re-let,
for failure to collect the rent under such re-letting, and in no
event will LESSEE be entitled to receive the excess, if any of such
net rents collected over the sums payable by LESSEE to LESSOR
hereunder. LESSEE hereby expressly waives any and all rights of
redemption granted by or under any present or future laws.
Notwithstanding any contrary provision of this Lease, in an event of
any breach or default of LESSEE, LESSOR , at its election (and
without waiving any other rights and remedies available to it) may
bring a legal or equitable action or proceeding against LESSEE to
enforce compliance with the monetary and/or monetary provisions
hereof.
DEFAULT:
Article 29
A. EVENTS OF DEFAULT: If LESSEE vacates or abandons the Premises
prior to the expiration of the term, in contravention of the terms
and provisions of this Lease; or fails to fulfill any of the terms
or conditions of this Lease; or if any execution or attachment is
issued against LESSEE or any of LESSEE's property resulting in the
Premises or any part thereof being taken or occupied by someone
other than LESSEE; or if LESSEE or any of its successors or assigns
or any guarantor of this Lease should file any voluntary petition in
bankruptcy, reorganization or arrangement, or any assignment for the
benefit of creditors or for similar relief under any present or
future statute, law, or regulation relating to relief of debtors; or
if LESSEE or any of its successors or assigns or any Guarantor
should be adjudicated bankrupt or have an involuntary petition in
bankruptcy filed against it; or if LESSEE shall permit, allow or
suffer to exist any lien, judgment, writ, assessment, charge
attachment or execution upon LESSOR's or LESSEE's interest in this
Lease or the Premises, and/or fixtures, improvements, and furnishing
located thereon; then, LESSEE shall be deemed to have committed an
event of default.
B. LESSEE'S GRACE PERIOD AND DEFAULT: If upon Lessor's serving a
written ten (10) day notice upon LESSEE specifying the nature of
such default and upon the expiration of said ten (10) days, if such
default has not been cured or remedied or if such default is of a
nature that it cannot be completely cured or completely remedied
within said ten (10) day period and if steps have not been
diligently commenced to cure or remedy it within such ten (10) day
period and are not thereafter with reasonable diligence and in good
10
faith continued to remedy or cure the default, then LESSEE shall be
in default of this Lease and LESSOR shall have remedies all provided
under this Lease and under then laws of the State of Florida.
C. REPEATED LATE PAYMENT: Regardless of the number of LESSOR's prior
acceptance of late payments and/or late charges, if LESSEE twice in
any six (6) month period that Base Rent or any Additional Rent has
not been paid when due any further late payment within such six (6)
month period will constitute a default beyond any applicable grace
period.
LESSOR'S REMEDIES FOR LESSEE'S BREACH AND/OR DEFAULT:
Article 30
A. LESSOR'S OPTIONS: If LESSEE is in default of this Lease, the
LESSOR may at its option, in addition to such other remedies as may
be available under Florida law: terminate this Lease and LESSEE's
right of possession; or terminate the LESSEE's right to possession
but not the Lease; and proceed in accordance with any and all
provisions of sub-paragraphs B and C below as LESSOR may elect and
as permitted law.
SPECIAL CLAUSES:
Article 31
1. ONE MONTH FREE RENT (JULY 1995), TO DO INSIDE CONSTRUCTION WORK
ON UNIT #103.
2. THE SALES TAX IS INCLUDED IN THESE MONTHLY RENT.
3. PROVIDING THAT LESSEE HAS FULFILLED ALL THE TERMS AND CONDITIONS
OF THIS LEASE, THE TENANT SHALL HAVE THE OPTION TO RENEW OR
EXTEND THIS LEASE FOR AN ADDITIONAL: SECOND YEAR 3% INCREASE AND
THIRD YEAR WITH A 4% INCREASE.
SIGNED AND ACKNOWLEDGED IN THE PRESENCE OF:
AS TO LESSOR: LESSOR:
By: /s/ Xxxxxx x. Xxxxxx
----------------------------------- --------------------------------------
Xxxxxx X. Xxxxxx
Title: Administrator
----------------------------------- --------------------------------------
11
AS TO LESSEE: LESSEE:
PHARMASYSTEMS, INC.
By: /s/ Xxxxxx Xxxxxxxxx
----------------------------------- --------------------------------------
Title:
----------------------------------- --------------------------------------
