1
LEASE AGREEMENT
This is a LEASE AGREEMENT (the "Agreement"), dated August 4, 1998, by and
between Community Clinical Laboratories, Inc. (the "Lessor"), Xxxxx X. XxXxxxx,
Xx. (the "Landlord") and Medical Technology Laboratories, Inc. (the "Lessee").
Background
The Lessor is the owner of certain assets that are used in the Lessor's
clinical laboratory business. The Landlord is the owner of certain real property
that is used by the Lessor in its clinical laboratory business. The Lessor
wishes to lease certain assets to the Lessee. The Landlord wishes to lease his
real property to the Lessee. The Lessee is a provider of clinical laboratory
services and wishes to lease certain assets from the Lessor and certain real
property from the Landlord. Accordingly, in consideration of the mutual
covenants and agreements set forth below, the parties agree as follows:
Terms
1. Lease of Assets and Real Property. The Lessor and the Landlord lease or
sublease to the Lessee, and the Lessee leases or subleases from the Lessor and
the Landlord, upon and subject to the terms and conditions set forth in this
Agreement:
(a) The Lessor's customer lists listed on Schedule 1(a);
(b) The Lessor's laboratory testing equipment listed on Schedule 1(b);
(c) The Lessor's assets listed on Schedule 1(c);
(d) The Lessors assets listed on Schedule 1(d); and
(e) The Landlord's real property described on Schedule 1(e).
The assets described in this Section are collectively called the "Assets." The
real property described on Schedule 1(e) is called the "Building."
2. Assets Not Leased. The Lessee shall not lease any of the following
Assets from the Lessor:
(a) Medicare provider number or agreement;
(b) Medicaid provider number or agreement;
2
(c) Clinical laboratory licenses;
(d) Any third-party payor provider numbers or agreements;
(e) Any provider network agreements;
(f) Any contracts or agreements with any physicians; or
(g) Any equipment leased, purchased or owned by any physician.
The assets described in this Section are collectively called the "Not Acquired
Assets."
3. Term. The term of this Agreement shall commence on the date this
Agreement is executed and will terminate on the closing date of the Asset
Acquisition Agreement (the "Acquisition Agreement") entered into by the parties
simultaneously with the execution of this Agreement.
4. Rent. For the specified term, the Lessee shall pay to the Lessor and the
Landlord rent as set forth in Schedule 4 to this Agreement. The Lessee has the
option, in its sole discretion, to make rent payments directly to the owner of
the Assets or to the Lessor's creditors or lessors. In the event that the Lessee
makes any payment directly to the owner of the assets or to the Lessee's
creditors or lessors, the amount of such payment shall be credited toward any
future quarterly payments required to be paid pursuant to this Agreement or the
Acquisition Agreement. In addition, the Lessee agrees that, if all or part of
the rent is required to be paid into escrow by any governmental authority, the
amount of such payment into escrow shall be credited toward any future quarterly
payments required to be paid pursuant to this Agreement or the Acquisition
Agreement.
5. Title and Ownership. The Assets are, and shall remain, the personal
property of the Lessor. The Building is, and shall remain, the real property of
the Landlord. The Lessor grants no interest in the Assets except as expressly
set forth in this Agreement. The Landlord grants no interest in the Building
except as expressly set forth in this Agreement. The Lessee shall not lease,
sublease, mortgage, grant a security interest in or otherwise encumber the
Assets or the Building or any part thereof.
6. Compliance with Building Code Regulations. The Landlord shall take
whatever measures are necessary to bring the Building into compliance with all
building code regulations of any governmental entity. Should the Landlord fail
to bring the Building into compliance with all building code regulations, the
Lessee may take the necessary action to bring the Building into compliance. All
cash payments made by the Lessee to bring the Building into compliance with
building code regulations shall be credited toward any future quarterly payments
required to be paid pursuant to this Agreement or the Acquisition Agreement.
3
7. Alterations. Without the prior written consent of the Lessor or the
Landlord, the Lessee shall not make any material alterations, additions or
improvements of any kind to the Assets or the Building.
8. Insurance. The Lessee shall keep the Assets insured against all risks of
loss or damage from every cause whatsoever for not less than the full
replacement value thereof and shall carry public liability and property damage
insurance covering the Assets and their use. Should the Lessee fail to provide
such insurance coverage, the Lessor may obtain coverage for part or all of the
term of this Agreement, or such period beyond the term as is required by the
insurance company issuing such coverage. The proceeds of any insurance, at the
option of the Lessee, provided it is not in default under this Agreement, shall
be applied to: (i) the replacement, restoration, or repair of the Assets; or
(ii) payment of the obligations of the Lessee. The Landlord shall keep the
Building insured against all risks of loss or damage from every cause whatsoever
for not less than the full replacement value thereof. Should the Landlord fail
to provide such insurance coverage, the Lessee may obtain coverage for part or
all of the term of this Agreement, or such period beyond the term as is required
by the insurance company issuing such coverage.
9. Indemnification. The Landlord will indemnify and hold the Lessee
harmless from and against any and all losses, expenses and liabilities
(including attorneys' fees and expenses at all levels of proceedings) arising
out of or resulting from the Building. This indemnity shall survive the
termination or expiration of the Agreement.
10. Surrender. Upon the expiration or early termination or cancellation of
this Agreement, the Lessee, at its sole expense, shall return the Assets to the
Lessor in good working order and repair.
11. Risk of Loss. The Lessor shall bear all risks of loss of and damage to
the Assets from any cause. The Landlord shall bear all risks of loss and damage
to the Building from any cause.
12. Early Termination. The Lessee may cancel and terminate this Agreement
at any time upon 30 days' prior written notice.
13. Waiver. No covenants or condition of this Agreement can be waived
except by the written consent of the parties.
14. Entire Agreement. This Agreement contains the entire understanding and
agreement between the parties concerning the lease of the Assets. There are no
promises, agreements, conditions, undertakings, inducements, waivers,
representations, or warranties, oral or written, express or implied, between the
parties other than as are specifically set forth in this Agreement.
15. Inspection. From time to time during the term of this Agreement, the
Lessor and the Landlord shall have the right to inspect the Assets and the
Building, respectively, upon reasonable notice to the Lessee.
4
16. Severability. If any provision contained in this Agreement is declared
or held to be invalid or unenforceable, then such declaration or holding shall
be limited to its most narrow application and shall not affect the remaining
provisions of this Agreement, all of which shall remain in full force and
effect.
17. Amendments. This Agreement and any exhibit or schedule to this
Agreement shall not be amended, altered or changed except by a written agreement
signed by the parties.
18. Notices. All notices, requests, demands and other communications
hereunder shall be in writing, and shall be deemed to have been duly given if
delivered by overnight delivery service or hand delivered, addressed as follows:
If to Lessee:
Medical Technology Laboratories, Inc.
00000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Attn: Xx. Xxxx X. Xxxxxx, President
With a copy to:
Holland & Knight LLP
000 Xxxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxx, Xxxxxxx 00000
Attn: Xxxxxx X. Xxxxxxx, Esq.
If to Lessor:
Community Clinical Laboratories, Inc.
0000 Xxxxx Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Attn: Xxxxx X. XxXxxxx, Xx.
With a copy to:
Xxxxxxx, Xxxxxxx & Xxxxxx, P.A.
0000 Xxxxx Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Attn: Xxxx Xxxxxx, Esq.
5
If to the Landlord:
Xxxxx X. XxXxxxx, Xx.
000 Xxxx Xxxxx Xxxx
Xxxxxxxxxx, Xxxxxxx 00000
19. Benefit. This Agreement shall be binding upon and inure to the benefit
of the parties and their respective heirs, personal representatives, successors,
and assigns. Nothing in the foregoing sentence shall in any way waive or be
deemed to waive any limitations provided in this Agreement as to the
assignability or transferability of this Agreement.
20. Headings. The headings to the paragraphs of this Agreement are solely
for the convenience of the parties, and are not an aid in the interpretation of
the instrument.
21. Governing Law. The validity, interpretation, and enforcement of this
Agreement, of the rights and obligations of the parties to this Agreement, and
of the other documents delivered in connection with this Agreement shall be
governed by, and construed and interpreted in accordance with, the laws of
Florida.
22. Counterparts; Facsimile Signatures. This Agreement may be executed in
one or more counterparts, which taken together shall constitute one agreement.
Facsimile signatures shall have the same effect as original signatures.
23. No Joint Venture. The parties to this Agreement do not intend to create
any joint venture, partnership, agency or other relationship, implied or
otherwise, as a result of this Agreement.
6
IN WITNESS WHEREOF, the Lessor, the Landlord and the Lessee have executed
this Agreement on the date written above.
LESSOR:
Community Clinical Laboratories, Inc.
By:__________________
Name:________________
Its:_________________
LANDLORD:
_____________________
Xxxxx X. XxXxxxx, Xx.
LESSEE:
Medical Technology Laboratories, Inc.
By:___________________
Name: Xxxx X. Xxxxxx
Its: President
