1
LEASE
THIS LEASE, is made, executed and delivered as of this 14 day
of February, 1996, between FARMACIA SANTURCE, of Puerto Rico, (the "Landlord")
and TRANSWORLD HEALTHCARE PUERTO RICO, INC., of Jacksonville, Florida (the
"Tenant").
In consideration of the mutual covenants in this Lease, the parties
agree as follows:
1. The Leased Premises.
The Landlord leases to the Tenant, and the Tenant rents from the
Landlord upon the terms and conditions contained in this Lease, the land and
building and a street address of Hipodromo Esq. Xxx Xxxxxx #0000 Xxxxxxxx, XX
00000, owned by Landlord and more specifically described on Exhibit A attached
hereto (the "Leased Premises"). Tenant has inspected the Leased Premises and
accepts the same in the present condition, subject to completion of repairs as
set forth in paragraph 4(c). Except as otherwise set forth herein, Landlord
makes no representations of warranties, implied or otherwise, with respect to
the condition of the Leased Premises.
2. Term.
This Lease has a Term of one (1) year beginning at 12:01 a.m., February
1, 1996 (the "Commencement Date"), and ending at midnight, January 31, 1997,
unless this Lease is sooner terminated under the provisions of this Lease. The
Landlord shall give the Tenant possession of the leased Premises on the first
day of the Term. Tenant shall have the option to renew the Lease for an
additional term of one (1) year upon the same terms and conditions, with not
less than thirty (30) days prior written notice of intention to renew. Tenant
may terminate this Lease at any time upon ninety (90) days notice, which notice
shall be effective not less than six (6) months from the commencement day of
the Lease.
3. Rent.
The Tenant shall pay rent in the amount of Fifteen Thousand and 00/100
Dollars ($15,000.00) per year, payable in equal monthly payments of One
Thousand Two Hundred Fifty and 00/100 Dollars ($1,250.00), in advance, on
the first day of the month beginning on the commencement date and continuing on
the same day of each month thereafter. Unless notified in writing by the
Landlord, the Tenant shall make its payments to Landlord by check made payable
to "CEFAB CORP." Landlord shall pay applicable sales or use tax on the rent
which Landlord is required to collect from Tenant.
4. Maintenance and Repairs.
(a) Throughout the term of this Lease, Landlord agrees at its
own cost and expense to make all repairs and replacements as may be required to
keep the Leased Premises (including, without limitation: the roof, walls,
floors, ceilings, pipes, electrical wiring and systems, gas, sewer and water
lines, plumbing fixtures and equipment, heating and air conditioning equipment,
windows, doors, and plate glass, paint, and all alterations, additions and
improvements) in good repair and condition, unless caused by the negligence of
Tenant, in which case Tenant shall repair such damage. In case of any material
damage to, or destruction of, the Leased Premises, or any part thereof, the
Tenant will promptly give written notice thereof to the Landlord, generally
describing the nature and extent of such damage or destruction.
(b) In the event Landlord fails to maintain the Leased
Premises as required herein or Landlord fails to complete any repairs or
replacements within ten (10) days after written notice from Tenant of need for
such repairs or replacements (or if the work cannot be completed within ten
(10) days, Landlord fails to commence work within said ten (10) days period and
diligently proceed thereafter to complete such repairs or replacements) then
Tenant shall have the right (but no obligation) in addition to any and all
other remedies it may have in law or in equity, to make such repairs or
replacements or have a contractor make such repairs or replacements, on behalf
of Landlord, and charge Landlord for the cost thereof as a deduction from rent.
(c) Landlord shall immediately, at Landlord's expense,
complete the following repairs: (i) Walls patched and painted; (ii) Plumbing:
Clean and in good working order, toilet seats replaced; (iii) Ceilings: Tiles
fit in (complete ceiling); (iv) Light Bulbs: Replaced, fixtures cleaned; (v)
Windows: Washed inside and out; (vi) Bars on all external glass; (vii) Floors
scraped/cleaned and waxed where appropriate; (viii) Exterior walls painted in
colors selected by Tenant; (ix) Locks on exterior/interior doors, gates/doors
-- Tenant to receive four (4) sets of keys, (x) Common ways need to be
accessible consistent with Tenant's office hours and clear for ingress and
egress.
5. Alterations.
Tenant shall not make additions, alterations, changes or improvements
in or to the Leased Premises or any part thereof without the prior written
consent of Landlord. In the event that Landlord consents to such additions,
alterations, changes or improvements then, all additions, alterations, changes
or improvements shall be constructed at Tenant's sole expense and shall, upon
completion thereof, become the property of Landlord; provided, however, Landlord
may at its option, require Tenant, at Tenant's sole cost and expense, to remove
any such additions, alterations, changes or improvements at the expiration
or sooner termination of this Lease, and to repair any damages to the Leased
premises caused by such removal. Tenant hereby agrees to indemnify Landlord
against, and shall keep
2
the Leased Premises free from, all mechanic's liens or other such liens arising
from any work performed, material furnished, or obligations incurred by Tenant
in connection with the Leased Premises, and agrees to obtain discharge of any
lien which attaches as a result of such work immediately after such lien
attaches or payment for the labor or materials is due. Notice is hereby given
to all Tenant's contractors, subcontractors, materialmen or suppliers that
Landlord is not liable for any labor or materials furnished to Tenant on credit
and no mechanic's or other lien shall attach to or affect Landlord's interest
in the Project or the Leased Premises as a result thereof.
6. Inspection.
The Landlord shall have the right to enter and inspect the Leased
Premises during reasonable business hours, provided that in doing so Landlord
shall not interfere with the conduct of the Tenant's business.
7. Utilities and Taxes.
(a) The Tenant will pay for all electricity, water, sewer and other
utilities used by it on the Leased Premises. The Landlord will pay all real
estate taxes and general and special assessments levied or assessed upon real
property or improvements on the Leased Premises prior to the time any tax
certificates are issued with respect to nonpayment. All amounts due Landlord
for charges under this Lease, other than rent due pursuant to paragraph 3, are
denominated as additional rent and shall be paid to Landlord within ten (10)
days of rendition of a xxxx from Landlord to Tenant.
(b) Landlord shall not be liable in the event of any interruption in
the supply of any utilities. Tenant agrees that it will not install any
equipment which will exceed or overload the capacity of any utility facilities
and that if any equipment installed by Tenant shall require additional utility
facilities, the same shall be installed at Tenant's expense.
8. Insurance.
(a) Tenant agrees at its own cost and expense to maintain public
liability insurance on an occurrence basis with minimum limits of liability
sufficient to cover liabilities reasonably anticipated to occur in connection
with the use of the Leased Premises by the Tenant, but in no event with limits
of not less than $100,000.00 per person and $500,000.00 per accident. Landlord
shall provide all insurance of property damage liability. Insurance on the
personal property of the Tenant located in the Leased Premises shall be
provided by Tenant. The public liability insurance procured by Tenant as
required herein shall be issued in the name of Landlord and Tenant and shall
contain such mortgage endorsements as may be requested by any mortgagee of
Landlord. The insurance carried by Tenant on its personal property shall insure
only Tenant. All policies required to name Landlord shall be issued by
companies licensed to do business in the state of Puerto Rico and shall contain
endorsements that such insurance may not be cancelled or amended without ten
(10) days written notice by registered mail to Landlord by the insurance
company. In the event Tenant fails to pay the premium necessary to keep in
force the insurance required herein, Landlord may, but shall not be required
to, pay such sums as may be required to keep in force the insurance required
herein and all sums advanced by Landlord may be charged to Tenant as additional
rent, which shall be due and payable on demand.
(b) The Tenant shall have the right to meet its insuring obligations
through the use of blanket policies and insurance certificates in lieu of
having separate policies issued. Insurance coverage under blanket policies
shall not be less than the amounts required hereunder.
(c) Neither party shall be liable to the other for loss or damage,
caused by personal injury, fire or any other peril insured against under
standard extended coverage insurance even though the loss of or damage is
caused by the party's negligence to the extent of such insurance coverage. Each
insurance policy carried by Lessor and Lessee in accordance with this paragraph
shall contain a provision by which the insurance company shall waive all right
or recovery by subrogation against the other party for loss or damage to the
insured property.
9. Tenant's Right to Remove Its Own Property.
Notwithstanding anything in this Lease to the contrary, trade fixtures,
personal property and equipment which are installed or placed upon the Leased
Premises by the Tenant or at its expense shall remain the property of the
Tenant, and the Tenant shall have the right to remove them from the Leased
Premises at any time. The Tenant shall be responsible for repairing and
restoring all building surfaces damaged and any other portion of the Leased
Premises damaged by the Tenant's removal of any of its trade fixtures and
equipment.
10. Restriction on Assignment or Subletting.
Except as set forth below, Tenant shall not assign this Lease, in whole
or in part, or sublet all or any part of the Leased Premises without the prior
written consent of Landlord, which consent may not be unreasonably withheld.
This prohibition against assignment or subletting shall be construed to include
a prohibition against any assignment or subletting by operation of law. If this
Lease be assigned or if the Leased Premises or any part thereof be occupied by
anybody other than Tenant in a manner not permitted in this Lease, Landlord may
collect rent from the assignee, or occupant and apply the net amount collected
to the rent herein reserved. Notwithstanding any assignment or sublease, Tenant
shall remain fully liable and shall not be released from performing any of the
terms of this Lease.
-2-
3
11. Landlord's Title and Quiet Enjoyment.
The Landlord warrants that except as described herein the Landlord has
good and merchantable title to the Leased Premises and has the right and
authority to enter into this Lease. So long as the Tenant is not in default,
the Landlord covenants that Tenant shall peaceably and quietly enjoy the leased
Premises, subject to the terms of this Lease and any existing covenants,
conditions, easements, restrictions and reservations appearing in the public
records as of the date of this Lease.
12. Fire or Casualty.
(a) Subject to the provisions of subparagraph (b), if the Leased
Premises shall be partially damaged by any casualty covered by the fire and
extended coverage insurance required to be carried by Landlord, Landlord shall
promptly repair the same to their condition at the time of the occurrence of
the damage and the rent (subject to the provisions of subparagraph (c)) shall
be abated proportionately as to the portion of the Leased Premises rendered
untenantable, unless the damage shall be due to the negligence of Tenant or its
agents or employees, in which event, there will be no abatement.
(b) If the Leased Premises (i) are rendered wholly untenantable; or (ii)
should be damaged as a result of a risk which is not covered by insurance; or
(iii) should be damaged to the extent of fifty percent (50%) or more of the
then monetary value thereof; then Landlord shall have the option to terminate
this Lease by giving notice of termination to the tenant within thirty (30)
days from the date of the damage or the casualty. In the event of termination,
all obligations under this Lease shall be of no further force and effect and
rent shall xxxxx as of the date of the notice of termination. If the Lease is
terminated, the Landlord shall be entitled to that portion of the proceeds
received under the casualty policy insuring the Leased Premises and maintained
by the Tenant in accordance with paragraph 8 above as are attributable to the
building or the Leased Premises, less Tenant's trade fixtures. If Landlord does
not elect to terminate this Lease and if the insurance proceeds are not applied
by any mortgagee against the indebtedness secured by its mortgage, then the
proceeds received under the casualty policy insuring the Leased Premises shall
be used to restore the Leased Premises to the condition existing prior to the
damage and any excess proceeds shall become the property of Landlord.
(c) Any abatement of rent provided for above shall end when the Leased
Premises have been substantially restored.
(d) Unless this Lease is terminated, Tenant shall repair and refixture
the interior of the Leased Premises in a manner and to at least a condition
equal to that existing prior to its destruction or casualty.
(e) If the Leased Premises shall be damaged and any restoration work is
not substantially completed by Tenant within two (2) months of the date of the
damage (which time period shall be extended for a period equal to the time
which the Tenant is not able to continue with the restoration work due to acts
of God and other causes beyond the control of Tenant, but in no event longer
than two (2) months), then Landlord may (but shall not be obligated to)
terminate this Lease, in which event Landlord shall be entitled to any
insurance proceeds which have not been applied to the cost of restoration and
which are not attributable to Tenant's trade fixtures.
(f) No termination of the Lease by either Landlord or Tenant pursuant
to the provisions of this paragraph 12 shall relieve Tenant of any liability
for any tortious conduct or any breach of the provisions of this Lease
occurring prior to the termination.
13. Condemnation or Taking.
If any part of the Leased Premises is taken by eminent domain or
condemnation, Landlord may, at its sole option, terminate the Lease by giving
written notice to Tenant within forty-five (45) days after the taking, or if by
reason of any such taking, Tenant's operation on the Leased Premises is
materially impaired, Tenant shall have the option to terminate this Lease
Agreement, by giving written notice to Landlord within forty-five (45) days
after the taking. After such taking and as of such date, the rent will be
adjusted in proportion to the impairment of the use that Tenant can reasonably
make of the balance of the Leased Premises. If the Leased Premises are damaged
or if access to the Leased Premises is impaired by reason of such taking and
neither Landlord nor Tenant elects to terminate this Lease Agreement, Landlord
will promptly rebuild or repair the damage to the extent possible within the
limitations of the available condemnation awards. All condemnation awards
belong to Landlord, except that specifically awarded to Tenant for its separate
property and fixtures.
14. Surrender of the Lease.
At the expiration of the Term or after the termination of this Lease,
the Tenant shall peaceably and quietly surrender the Leased Premises to the
Landlord in good order and repair except for ordinary wear and tear and damage
caused by fire or other casualty unless the same is restored in accordance with
paragraph 12 hereof.
15. Mechanic's Lien.
Tenant shall have no authority to subject any interest of Landlord in
the Leased Premises to any mechanic's or other lien. Should any mechanic's or
other liens be filed against the Leased Premises or any interest of Landlord
therein by reason of Tenant's acts or omissions, or because of a claim against
Tenant, Tenant shall promptly notify
-3-
4
Landlord of the existence of such lien, and shall cause the same to be
cancelled and discharged of record by bond or otherwise within ten (10) days
after notice by Landlord.
16. Default.
(a) Events of Default. The happening of any one or more of the
following listed events shall constitute a default of this Lease Agreement on
the part of tenant:
(1) The failure of Tenant to pay any rent payable under this Lease
Agreement within ten (10) days of written notice;
(2) The failure of Tenant to fully and properly perform any act
required of it in the performance of this Lease, or otherwise to comply
with any term or provision hereof when the same is not cured within ten
(10) days of the mailing of notice of such default;
(3) The filing by or on behalf of Tenant of any petition or pleading
to declare Tenant a bankrupt or the adjudication in bankruptcy of Tenant
under any bankruptcy law or act;
(4) The appointment by any court or under any law of a receiver,
trustee, or other custodian of the property, assets, or business of Tenant;
(5) The assignment by Tenant of all or any part of its property or
assets for the benefit of its creditors;
(6) The levy, execution, attachment or other taking of property,
assets or of the leasehold interest of Tenant by process of law or
otherwise in satisfaction of any judgment, debt or claim or the
abandonment of the Leased Premises by the Tenant; or
(7) The abandonment of the Leased Premises by the Tenant; or
(8) The discontinuance of occupancy or use of the Leased Premises by
the Tenant.
(b) Remedies in Default. In the event of any such default or breach
by Tenant, Landlord may at any time thereafter, in his sole discretion, with or
without notice or demand and without limiting Landlord in the exercise of a
right or remedy which Landlord may have by reason of such default or breach:
(1) Terminate Tenant's right to possession of the Premises by any
lawful means, in which case this Lease shall terminate and Tenant shall
immediately surrender possession of the Premises to Landlord. In such
event Landlord shall be entitled to recover from Tenant all damages
incurred by Landlord by reason of Tenant's default including, but not
limited to, the cost of recovering possession of the Premises; expenses
of reletting; reasonable attorney's fees; and accelerate all unpaid
rent and other charges and Adjustments called for herein for the
balance of the term of the Lease. Unpaid installments of rent or other
sums shall bear interest from the date due at the maximum legal rate; or
(2) Maintain Tenant's right to possession, in which case this Lease
shall continue in effect whether or not Tenant shall have abandoned the
Premises. In such event, Landlord shall be entitled to enforce all of
Landlord's rights and remedies under this Lease, including the right to
recover the rent and any other charges and Adjustments as may become due
hereunder; or
(3) Pursue any other remedy now or hereafter available to Landlord
under the laws or judicial decisions of the State in which the Premises
are located.
17. Notice.
All rent shall be payable, and notices required or permitted by the terms
of this Lease shall be given to each party at the address of that party as
recited above, or at such other address as may be specified by notice in
writing to the other party. Any notice hand delivered, by overnight courier, or
properly mailed by certified mail, postage and fee prepaid, shall be deemed
delivered when so properly mailed, whether received or not, except that notice
of change of address shall not be effective until actually received.
18. Brokerage.
Each of the parties hereto represents and warrants that there are no
claims for brokerage commissions or finder's fees in connection with the
execution of this Lease, and each of the parties agree to indemnify the other
against, and hold it harmless from, all liabilities arising from any such claim,
including, without limitation, the attorney's fees and court costs in
connection therewith.
-4-
5
19. Use of Leased Premises.
The Leased Premises may be used by the Tenant and its permitted
assignee, successor and subtenant solely for the following purposes: General
office, storage and distribution. All such activities shall be conducted in a
professional manner, and shall not unreasonably disturb Landlord or any other
Tenant of Landlord, or otherwise be a nuisance.
20. Miscellaneous.
If any provision of this Lease shall be held to be invalid, illegal, or
unenforceable, the validity of the other terms of this Lease shall in no way be
affected thereby. This Lease may be changed, waived, discharged, or terminated
only by an instrument in writing signed by the party against whom the
enforcement of such change, waiver, discharge or termination is sought. This
Lease shall be binding on, inure to the benefit of, and be enforceable by the
respective successors and assigns of the parties hereto. The waiver by Landlord
or Tenant of any breach of any term, covenant or condition herein shall not be
deemed to be a waiver of any subsequent breach of such term, covenant or
condition. The paragraph headings in this Lease are for purposes of reference
only and shall not limit or define the meaning of the provisions contained in
this Lease. This Lease may be executed in any number of counterparts, each of
which is an original but all of which shall constitute one and the same
instrument. This Lease shall be construed and enforced in accordance with the
laws of the State of Florida. This Lease sets forth the entire agreement of the
parties with respect to the rights and obligations of the parties.
21. Indemnity.
Tenant shall indemnify, defend and save Landlord harmless from any and
all suits, actions, damages, liability, loss and expense (including, but not
limited to attorneys fees in settlement at trial and on appeal) in connection
with loss of life, personal injury or property damage arising from or out of
any occurrence in, upon, at or from the Leased Premises or the adjoining
streets and sidewalks, or the occupancy or use by Tenant of the Leased Premises
or the adjoining streets and sidewalks, or occasioned wholly or in part by any
act or omission of Tenant, its agents, contractors, employees, invitees, or
licensees.
22. Compliance with Laws.
Tenant shall, at its own cost and expense, comply with all present and
future governmental laws, ordinances, orders and regulations affecting the
Leased Premises and the conduct of Tenant's business thereon, and all rules,
requirements and regulations of the Board of Fire Underwriters, insurance
companies insuring the Leased Premises, and other organizations establishing
insurance rates.
23. Subordination.
Tenant agrees that this Lease and Tenant's rights hereunder are subject
and subordinate to the mortgage now encumbering the Leased Premises, and to all
renewals, future advances, modifications, replacements, consolidations and
extensions thereof.
24. Holding Over.
If the Tenant remains in possession of the Leased Premises after the
expiration of the term of this Lease with either the express or implied consent
of the Landlord, Tenant's possession shall be a month-to-month tenancy under
the same terms and conditions contained in this Lease. Such tenancy may be
terminated by either party by giving thirty days' written notice to the other
party.
IN WITNESS WHEREOF, the Landlord and the Tenant have executed these
presents as of the day and year first above written.
Signed, sealed and delivered
in the presence of:
------------------------------------ ---------------------------------
FARMACIA SANTURCE
------------------------------------ "LANDLORD"
/s/ Xxxxxxx X. Xxxxxx TRANSWORLD HEALTHCARE
------------------------------------ PUERTO RICO, INC.
/s/ Xxxx X. Xxxx
------------------------------------ By: /s/ Xxxxxx X. Xxxxxxxxxx
-----------------------------
Its: Vice President
----------------------
"TENANT"
-5-
