ADDENDUM TO LEASE AGREEMENT
DATED AS OF OCTOBER 31, 1994, BETWEEN
PMG CENTER, INC. ("LANDLORD") AND
HOSPITAL STAFFING SERVICES, INC. ("TENANT")
PREMISES: 0000 XXXXX XXXXXXX XXXXXXX,
XXXX XXXXXXXXXX, XXXXXXX 00000
Despite any language in the captioned Lease Agreement, Landlord and Tenant
have agreed to the following additional terms and provisions, which shall govern
in the event of any conflict:
1. PMG Center, Inc. is a Florida corporation in good standing and successor
in interest, as record owner of the premises, to 00xx Xxxxxx Partners, a Florida
general partnership which had previously executed a lease with Tenant dated July
28, 1989 ("Original Lease").
2. Full and adequate consideration has been given for execution of this
Lease Agreement, which replaces the Original Lease, including but not limited to
a cash payment of $100,000.00, and other good and valuable consideration,
receipt of which is acknowledged by both parties hereto. In addition to Tenant's
obligation to pay rent and other payments, Tenant shall pay to Landlord, no
later than November 1, 1995, Seven Hundred Thousand Dollars ($700,000) by cash
or cashier's check. At the sole option of Tenant, Tenant in lieu of cash may
deliver to Landlord shares of its common stock having a current market value of
$700,000 to be determined as follows. The valuation shall be made based upon the
average closing price of Tenant's shares of common stock on the New York Stock
Exchange for the period from October 26 to October 31, 1995 (or based upon the
average closing bid price if the shares are traded on NASDAQ or any other
exchange) provided that the minimum valuation for the shares shall be $1.00 and
a maximum valuation for the shares shall be $3.00. By way of example, if the
average closing price shall be $2.00 per share, Tenant shall deliver to Landlord
350,000 shares of its common stock. The shares of common stock to be delivered
to Landlord shall be duly issued shares of the Company's authorized but unissued
shares of common stock which shares shall be of the same class as are presently
publicly traded on the New York Stock Exchange. However, the shares of common
stock to be received by Landlord shall not be registered pursuant to federal or
state securities laws, such shares being issued pursuant to an exemption
therefrom.
3. Upon execution of this Lease Agreement by Landlord, the Original Lease
is, for all purposes, deemed terminated and of no consequence to the parties
with respect to Tenant's occupancy of the premises or otherwise, and all
incidents of Tenant's occupancy of the premises shall be governed by this Lease
Agreement alone.
4. Tenant's share of common area maintenance costs and real estate taxes
shall not in total, exceed $7.50 per square foot at any time.
5. The rentable square footage for the purpose of calculating base rent, at
the rate of $12.00 per square foot, is 7,553 square feet, as set forth in that
certain letter agreement dated October 17, 1994 between Landlord and Tenant.
6. Landlord may not require the change or removal of the current signage at
the premises installed by Tenant, and will not unreasonably withhold consent to
any change thereof proposed by Tenant, or any successor in interest to Tenant.
7. Landlord will not, throughout the term hereof so long as Tenant is in
compliance with this Lease Agreement, modify current parking assignments, and
Tenant's present use of parking spaces shall continue through the duration of
the term of this Lease.
8. "Landlord's Work" shall consist of sealing closed the doorway providing
access to the fourth floor from the fifth floor of the building in the demised
premises, said work to be accomplished by November 30, 1994, at Landlord's sole
cost and expense.
9. The "service charge" described at Section II, Paragraph 4 shall be no
more than one and one-half (1 1/2%) percent per month.
10. The "common area expenses" described at Section III, Paragraph 1 shall
not include a fifteen (15%) percent "administrative cost" component, nor any
contribution to "reserves" nor "rateable depreciation" of roof replacement costs
or other costs. Additionally excluded shall be any unreasonable costs associated
with decorating of the common areas, or promotion or advertising of the building
in which the demised premises is a part, as well as public relations, promotion,
enhancement, or enlargement of the reputation or business or trade of said
building, unless expressly consented to in advance in writing by Tenant.
11. At Section V, Paragraph 3, the final sentence is deleted in its
entirety.
12. At Section V, Paragraph 5, insert the words "Except for negligence"
before the word "Landlord" in the first line of Paragraph 5.
13. At Section IX, Paragraphs 1 and 2(a), Landlord may only have access to
the premises in an emergency, after attempting first to notify Tenant in writing
in advance of such access. At other times, inspection shall be limited to a
mutually convenient time and date, with Tenant's consent, after written notice
from Landlord.
14. Any repair work to be done by Landlord, alleged to be the obligation of
Tenant, shall only be commenced ten days after written notice and demand upon
Tenant has been received and Tenant has failed to perform the work; and in all
such events, Tenant will only remain liable for the reasonable costs of repair,
which shall not include any fifteen (15%) percent "administrative" or other
"overhead" costs of Landlord.
15. Article X is amended to include the additional provision that should
Tenant, in its sole discretion, conclude that damage caused by fire or any other
casualty has rendered the demised premises unsuitable for Tenant's intended use,
then Tenant may elect to terminate this Lease and have no further obligation to
Landlord thirty days after written notice of such election to terminate.
16. With respect to Article XX, Xxxxxxxxx 0, should any access road to the
demised premises be closed or modified by eminent domain or other governmental
action, Tenant may elect, upon thirty days advance written notice to terminate
this Lease.
17. With respect to Article XIV, Section 1(a), Tenant shall have five days
grace period with respect to any monetary default, and fifteen days grace period
with respect to any non-monetary default, after receipt of notice from Landlord
within which to cure such alleged default.
18. Article XV is deleted in its entirety.
19. Article XVII is deleted in its entirety.
20. With respect to Article XVIII, Tenant and Landlord represent that no
broker has been retained by either party in connection with this transaction and
each shall defend, indemnify, and hold harmless the other from the claims of any
broker alleging to be representing the indemnifying party.
21. Should any portion of this Lease Agreement, including but not limited
to this Addendum, be declared unenforceable for any reason by a Final Judgment
of a court of competent jurisdiction, the remaining portions shall be unaffected
and remain obligations between the parties and their successors in interest.
Under no
circumstance will the Original Lease be "revived" or reinstated.
22. The Lease Agreement to which this Addendum is attached and made part
remains in full force and effect and unaffected except to the extent
inconsistent herewith, in which case this Addendum shall govern.
NOW THEREFORE, the parties have executed this Addendum to Lease Agreement
as of October 31, 1994.
Witnesses: Landlord:
_____________________________________ PMG CENTER, INC.
_____________________________________ By:____________________________________
Tenant:
_____________________________________ HOSPITAL STAFFING SERVICES, INC.
_____________________________________ By:____________________________________
STATE OF FLORIDA )
)SS:
COUNTY OF BROWARD )
The foregoing instrument was acknowledged before me this _____ day of
____________________, 1994 by ______________________________ as
____________________ of PMG CENTER, INC., a ____________________ corporation, on
behalf of the corporation. He or she is personally known to me or has produced
_________________________ as identification and did/did not take an oath.
Notary Public:
sign___________________________________
print__________________________________
State of Florida at Large (Seal)
My Commission Expires:
STATE OF FLORIDA )
)SS:
COUNTY OF BROWARD )
The foregoing instrument was acknowledged before me this _____ day of
____________________, 1994 by ______________________________ as
____________________ of HOSPITAL STAFFING SERVICES, INC., a Florida corporation,
on behalf of the corporation. He or she is personally known to me or has
produced _________________________ as identification and did/did not take an
oath.
Notary Public:
sign___________________________________
print__________________________________
State of Florida at Large (Seal)
My Commission Expires:
