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EXHIBIT 10(c)
ICOT CENTER LEASE
This lease ("Lease") is made this 5th day of March, 1996, by and between ICOT
CENTER, LTD., a Florida limited partnership ("Landlord"), whose address is
00000-00xx Xxxxxx Xxxxx, Xxxxx #000; Xxxxxxxxxx, Xxxxxxx 00000, and UNIVERSAL
MEDICAL SYSTEMS INC. whose address is 00000 Xxxx Xxxx, Xxxxx 000, Xxxxxxxxxx,
XX 00000.
1. TERM: Landlord hereby leases to Tenant and Tenant hereby leases from
Landlord the following property ("Premises"): 00000 XXXX XXXX. XXXXX 000,
XXXXXXXXXX, XX 00000, totaling approximately 4,800 square feet of finished
office space for a term commencing on the 1ST day of MARCH, 1996 and ending on
JULY 31, 1998.
2. RENT: Tenant agrees to pay to Landlord without demand, deduction or
offset, together with all sales and use taxes levied upon the use and occupancy
of the Premises, at the address of Landlord hereinabove set forth or at such
place as Landlord may in writing designate, an annual rent of $55,200.00, plus
applicable sales tax thereon in monthly installments. Tenant shall pay the
first monthly installment of $4,600.00 (and any pro-rated amounts) on the
execution hereof. The rent payable for the years subsequent to the initial
year of the Lease shall be set forth in the Special Provisions attached hereto.
All rent is payable in advance, on the first day of each month and without
demand, deduction or offset. If any monthly payment of rent is not received by
Landlord within five (5) days from the date it is due, a "late charge" of six
(6%) of such payment shall be due to Landlord as additional rent and to
compensate Landlord administratively for its having to receive and handle
moneys untimely paid.
3. USE: Tenant shall use and occupy the Premises only for general office
use and for absolutely no other purpose. No use considered hazardous by
Landlord's insurer shall be permitted.
4. DELAY: If Landlord is unable to deliver possession of the Premises on
the anticipated date of the commencement of the term (see paragraph 1), because
the occupant refuses to give up possession, or for any other reason whatsoever,
Landlord shall not be liable for failure to deliver possession on said date,
but the rent payable shall be abated until Landlord tenders possession to
Tenant. The termination date of the Lease shall not be extended as a result
thereof.
5. SECURITY DEPOSIT: Tenant has delivered to Landlord the sum of
$4,300.00 as a security deposit for the full and faithful performance by Tenant
of the terms hereof, such deposit to be returned, less any sums required to
enforce the terms of this Lease, to Tenant after Tenant has vacated the
Premises and upon the full and timely performance by Tenant of the provisions
of the Lease on its part to be performed. Tenant may not under any
circumstances use the security deposit as rent. Landlord shall have the right
to apply any part of the deposit to cure any non-performance by Tenant and if
Landlord does so, Tenant shall upon demand, deposit with Landlord the amount so
applied, in order to restore the deposit to its original amount.
6. UTILITIES SERVICE AND TAXES: Landlord will only pay for reasonable
and customary water consumption, and sewer charges for washroom facilities.
Tenant shall pay for all other utilities, including, but not limited to, all
other water and sewer charges and electricity. Landlord shall not be liable
for damages to Tenant's business and/or inventory or for any other claim by or
through Tenant resulting from an interruption in utility services. Landlord
will pay all real property taxes and assessments.
7. ASSIGNMENT AND SUBLEASE: Neither Tenant nor Tenant's legal
representatives or successors in interest, by operation of law or otherwise,
may assign this Lease, or sublet or permit all or any part of the Premises to
be used by any other party, without the prior written consent of Landlord in
each instance. Landlord agrees that it will not unreasonably withhold or delay
its consent to such a subletting or such
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an assignment. Despite any such assignment or subletting, Tenant shall
continue to remain completely liable for the performance of all of the
obligations of Tenant under this Lease. Landlord, at its option, may prescribe
the substance and form of such assignment or sublease documents.
In the event of the transfer and assignment by Landlord of its interest in this
Lease and/or sale of the building containing the Premises, either of which it
may do at its sole option, Landlord shall thereby be released from any further
obligations hereunder, and Tenant agrees to look solely at Landlord's successor
in interest for performance of such obligations.
8. DEFAULT: Tenant will become in default of the Lease if;
(a) Rent or additional rent (which term shall mean all moneys not
designated as "rent" in the Lease but which are nevertheless payable by Tenant
to Landlord under the terms and provisions of the Lease) is not paid within
three (3) days after written notice of default from Landlord; or
(b) Tenant shall have failed to cure a default in the performance
of any obligation of Tenant under the Lease (except the payment of rent and
additional rent) within ten (10) days after written notice thereof from
Landlord; or
(c) A petition in bankruptcy shall be filed by Tenant or if Tenant
shall make a general assignment for the benefit for creditors; or
(d) A petition in bankruptcy shall be filed against Tenant and
such proceeding is not vacated within thirty (30) days; or
(e) The Premises become and remain vacant for a period of ten (10)
consecutive days during the term of the Lease; or
(f) The Premises are used for some purpose other than the
authorized use; or
(g) The Lease is in any way mortgaged or encumbered; or
(h) The Premises or any portion thereof is assigned or sublet
without the prior written consent of the Landlord.
9. REMEDIES: In the event of any default or breach hereof by Tenant,
Landlord may (but shall not be obligated to) at any time thereafter, with or
without notice or demand and without limiting Landlord in the exercise of any
right or remedy which Landlord may have by reason of such default or breach:
(a) 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 accrued rent, the cost of
recovering possession of the Premises, expenses of reletting, including
necessary renovation and alteration of the Premises, reasonable attorney's
fees, and any real estate commission actually paid;
(b) Reenter and take possession of the Premises and relet or
attempt to relet same for Tenant's account, holding Tenant liable in damages
for all expenses incurred by Landlord in any such reletting and for any
difference between the amount of rents received from such reletting and those
due and payable under the terms hereof. In the event Landlord relets the
Premises, Landlord shall have the right to lease the Premises or portions
thereof for such periods of time and such rentals and for such use and upon
such covenants and conditions as Landlord, in its sole discretion, may elect,
and Landlord may make such repairs and improvements to the Premises as Landlord
may deem necessary. Landlord shall be entitled to bring such actions or
proceedings for the recovery of any deficits due to Landlord as it may deem
advisable, without being obliged to wait until the end of the term, and
commencement or maintenance of any one or more actions shall not bar Landlord
from bringing other or subsequent actions for further accruals, nor shall
anything done by Landlord pursuant to this Subparagraph 9 (b) limit or prohibit
Landlord's right at any time to pursue other remedies of Landlord hereunder;
(c) Declare all rents and charges due hereunder immediately due
and payable, and thereupon all such rents and fixed charges to the end of the
term shall be accelerated, and Landlord may, at once, take action to collect
the same by distress or
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otherwise. In the event of acceleration of rents and other charges due
hereunder which cannot be exactly determined as of the date of acceleration
and/or judgment, the amount of such rent and charges shall be determined by
Landlord in a reasonable manner based on information such as previous
fluctuations in the Consumer Price Index and the like;
(d) Perform any of Tenant's obligations on behalf of Tenant in
such manner as Landlord shall deem reasonable, including payment of any moneys
necessary to perform such obligation or obtain legal advice, and all expenses
necessary to compensate Landlord for all detriment caused by Tenant's failure
to perform which in the ordinary course would be likely to result therefrom,
shall be immediately due and payable from Tenant to Landlord, with interest at
the highest rate allowed by law ("Default Rate"); such performance by Landlord
shall not cure the default of Tenant hereunder and Landlord may proceed to
pursue any or all remedies available to Landlord on account of Tenant's
default; if necessary, Landlord may enter upon the Premises after ten (10)
days' prior written notice to Tenant (except in case of emergency, in which
case no notice shall be required), perform any of Tenant's obligations of which
Tenant is in default; and/or
(e) Pursue any other remedy now or hereafter available to Landlord
under state or federal laws or judicial decisions. Unpaid installments of rent
and other unpaid monetary obligations of Tenant under the terms hereof shall
bear interest from the date due at the Default Rate.
10. REPAIRS, ALTERATIONS AND ADDITIONS: Tenant shall take good care of
and maintain in a good condition the Premises and the fixtures, equipment and
furnishings therein and, at Tenant's sole cost, shall make all repairs
necessary to keep them in good working order and condition. It is Tenant's
sole responsibility to maintain, repair and replace, whether interior or
exterior, all glass and doors in or on the Premises. The heating and air
conditioning system shall be under the control of Tenant and Tenant agrees that
all operation and upkeep will be at Tenant's expense, except for repairs or
replacements. During the term of this Lease and any extension thereof, Tenant
shall enter into and maintain a service agreement with a licensed air
conditioning contractor, providing routine maintenance to the air conditioning
equipment. A copy of this maintenance agreements shall be provided to Landlord
within thirty (30) days after the commencement of the term of this Lease.
Tenant shall not make any alterations, additions or improvements to the
Premises without the prior written consent of the Landlord.
11. LIENS: Tenant, at Tenant's sole expense, shall cause any lien filed
against the real property of which the Premises are a part, for work or
materials claimed to have been furnished to Tenant, to be discharged of record
within ten (10) days after notice thereof. The interest of Landlord shall not
be subject to liens for improvements made by Tenant in and to the Premises.
Tenant shall notify every contractor making such improvements of the provision
set forth in the immediately preceding sentence. The parties agree to execute,
acknowledge and deliver without charge a Memorandum of Lease in recordable form
containing a confirmation that the interest of the Landlord shall not be
subject to liens for improvements made by Tenant to the Premises.
12. SIGNS, ADVERTISING AND PERMITS: All signs shall be installed at
Tenant's sole expense and shall precisely conform to specifications and
locations prescribed and approved by Landlord according to the Sign Standard
Agreement attached hereto. No other signs or advertising shall be placed on
the Premises or in windows by Tenant. All required licenses and permits
pertaining to Tenant's use and occupancy of the Premises shall be obtained at
Tenant's sole expense.
13. NOTIFICATION: As required by Section 404.056(8), Florida Statutes,
Landlord notified Tenant as follows: "RADON GAS - Radon is a naturally
occurring radioactive gas that, when it has accumulated in a building in
sufficient quantities, may present health risks to persons who are exposed to
it over time. Levels of radon that exceed Federal and State
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Guidelines have been found in buildings in Florida. Additional information
regarding radon and radon testing may be obtained from your county health
unit."
14. REQUIREMENTS OF LAW: Tenant at its expense shall observe and comply
with (a) all laws, rules, codes, orders, regulations, etc., of any governmental
authority having jurisdiction with respect to the Premises or the use of
occupancy thereof including, without limitation, environmental regulations and
the Americans with Disabilities Act of 1990 ("ADA"); (b) all requirements of
the Board of Fire Underwriters, or any other similar body affecting the
Premises; and (c) all Rules and Regulations promulgated from time to time by
Landlord. Tenant shall not use the Premises in a manner which will increase
the rate of fire insurance of Landlord over that in effect prior to the Lease.
15. SUBORDINATION: This Lease is subject and subordinate in all respects
to all matters of record and all mortgages, any of which may now or hereafter
be placed on or affect such leases and/or real property of which the Premises
are a part, or any part of such real property, and/or Landlord's interest or
estate therein, and to each advance made and/or hereafter to be made under such
mortgages, and to all renewals, modifications, consolidations, replacements and
extensions thereof and all substitutions therefor. This paragraph shall be
self-operative and no further instrument of subordination shall be required.
In confirmation of such subordination, Tenant shall execute and deliver
promptly any certificate that Landlord and/or any mortgagee and/or their
respective successors in interest may request within ten (10) days.
16. DAMAGE AND DESTRUCTION: If the Premises are damaged or destroyed so
that the Premises are rendered wholly untenantable, the rent shall be
proportionately paid up to the time of the casualty and thenceforth shall cease
until the date when the Premises have been repaired or restored by Landlord.
If the Premises shall be partially damaged or partially destroyed, the damages
shall be repaired by and at the expense of the Landlord and the rent, until
such repairs are made, shall be apportioned according to the part of the
Premises which are useable by Tenant. Landlord shall not be liable for any
inconvenience or annoyance to Tenant resulting from such destruction or damage
or the repair thereof, and shall not be liable for any delay in restoring the
Premises. If, anything to the contrary above in this Paragraph 16
notwithstanding, the Premises are damaged or destroyed as a result of the
wrongful or negligent act of Tenant or any person on the Premises with Tenant's
consent, there shall be no apportionment or abatement of rent.
17. CONDEMNATION: If the whole or any substantial (more than 25%) part of
the Premises shall be condemned by eminent domain for any public or
quasi-public purpose, this Lease shall terminate on the date of the vesting of
title, and Tenant shall have no claim against Landlord for the value of any
unexpired portion of the term of the Lease, nor shall Tenant be entitled to any
part of the condemnation award. If less than a substantial part of the
Premises is condemned, this Lease shall not terminate, but rent shall xxxxx in
proportion to the portion of the Premises condemned.
18. RIGHT OF ENTRY: Landlord or its agents or contractors may enter the
Premises at any reasonable time for the purposes of inspection or making such
repairs as Landlord deems necessary or desirable with advance notice to Tenant
and without interference to Tenant's daily business activities, except for
emergencies. Landlord may show the Premises to prospective purchasers or
mortgagees, and during the six (6) months prior to expiration of the Lease, to
prospective tenants.
19. INDEMNITY: Tenant shall indemnify, defend and save Landlord harmless
from and against any liability or expense arising from the use or occupation of
the Premises by Tenant, or anyone on or about the Premises with Tenant's
permission. Tenant shall provide on or before the commencement date and keep
in force during the Lease term a comprehensive liability policy of insurance
insuring Tenant and Landlord against any liability whatsoever occasioned by
accident on or about the Premises. Such
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policy shall be written by an insurance company authorized to do business in
Florida and having a Best's rating of "A" in the amount of One Million Dollars
combined single limit bodily injury and property damage. Evidence of such
insurance shall be delivered to Landlord by Tenant.
20. END OF TERM: At the end of the Lease term, Tenant shall vacate and
surrender the Premises to Landlord, broom clean, and in as good condition as
they were at the beginning of the term, ordinary wear and tear, and damage by
fire and the elements excepted, and Tenant shall remove all of the Tenant's
moveable property therefrom. All property, furniture, fixtures, equipment,
installations and additions which remain in or on the Premises after Tenant has
vacated shall be considered abandoned by Tenant and, at the option of ll, may
either be retained as Landlord's property or may be removed by Landlord at
Tenant's expense. All alterations, additions, improvements and fixtures,
anything in this particular paragraph to the contrary notwithstanding, which
have been or will be installed by either party in or upon the Premises during
the term of the Lease, and which, in any manner are attached to the floors,
walls or ceilings, shall be and become the property of Landlord and at the
termination or expiration of this Lease shall be surrendered with the Premises
as a part thereof. Alternatively, Landlord may elect to have Tenant return the
Premises to their original condition prior to any buildout thereof by either
party.
21. HOLDING OVER: Any holding over after the expiration of the Lease term
or any extended term shall be construed to be a tenancy from month to month at
double the rents herein specified (prorated on a monthly basis) and shall
otherwise be on the terms herein specified so far as applicable.
22. NOTICES: Any notice by either party to the other shall be in writing
and mailed by registered or certified mail, return receipt requested, to the
address set forth, or to such other address as either party may hereafter
designate in writing. Each notice shall be deemed given on the next business
day following the date of mailing. Any notice by Landlord to Tenant shall be
deemed given if personally delivered to Tenant at the Premises.
23. RISK OF LOSS: All personal property placed or moved in the Premises
shall be at the sole risk of Tenant or the owner thereof.
24. FORCE MAJEURE: Whenever a period of time is herein prescribed by
action to be taken by Landlord, Landlord shall not be liable, or responsible
for and there shall be excluded from the computation for any such period of
time, any delays due to acts of God or any other causes of any kind whatsoever
which are beyond the control of the Landlord.
25. VENUE: The parties hereto agree that any and all suits for any and
every breach of this Lease shall be instituted and maintained only in those
courts of competent jurisdiction in the county or municipality in which the
Premises are located.
26. CORPORATE TENANCY: If Tenant is a corporation, the undersigned
officer of Tenant hereby warrants and certifies to Landlord that Tenant is a
corporation in good standing and is authorized to do business in the State of
Florida. The undersigned officer of Tenant hereby further warrants and
certifies to Landlord that he or she, as such officer, is authorized and
empowered to bind the corporation to the terms of this Lease by his or her
signature thereto. Landlord, before it accepts and delivers this Lease, may
require Tenant to supply it with a certified copy of the corporate resolution
authorizing the execution of this Lease by Tenant.
27. NO ORAL AGREEMENTS; SUCCESSOR INTERESTS: The agreements contained in
the Lease set forth the entire understanding and contract of the parties, shall
be binding upon and shall inure to the benefit of the respective heirs,
successors,
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assigns and legal representatives of the parties hereto and shall and may not
be changed or terminated orally.
IN WITNESS WHEREOF, the parties have executed the Lease as of the day and year
first above written.
WITNESSES: TENANT:
UNIVERSAL MEDICAL SYSTEMS, INC.
/s/ Xxxxx Xxxxxx BY: /s/ Xxxx Xxxxx
--------------------------------- --------------------------------
/s/ TITLE: CFO
--------------------------------- -----------------------------
DATE: 3/7/96
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WITNESSES: LANDLORD:
ICOT CENTER, LTD.
By its Agent Westfalia Realty, Inc.
/s/ BY: /s/ Xxxxx Xxxxxx
--------------------------------- --------------------------------
Xxxxx Xxxxxx, Asst. Vice-
President
/s/ Xxxxx Xxxxx TITLE:
--------------------------------- -----------------------------
DATE: 3/18/96
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AGENCY DISCLOSURE FORM
RE: Lease Agreement by and between ICOT CENTER, LTD. ("Landlord") and
UNIVERSAL MEDICAL SYSTEMS, INC.
Pursuant to Florida Xxxxxxx, Xx. 000, Xxxxxxxxx Realty makes the following
disclosures:
I. In the above transaction, Westfalia Realty, Inc. represents:
(a) The Tenant/Lessee/Buyer exclusively
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X (b) The Landlord/Lessor/Seller exclusively
----------
(c) The Tenant/Lessee/Buyer and Landlord/Lessor/Seller
---------- jointly and such dual agency is expressly
consented to by the parties by their execution
hereof.
II. In the above transaction, Westfalia Realty, Inc. shall receive its
compensation from:
(a) The Landlord/Lessee/Buyer exclusively
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X (b) The Landlord/Lessor/Seller exclusively
----------
(c) Both the Tenant/Lessor/Buyer and
----------
Landlord/Lessor/Seller and such payments is expressly consented to by the
parties by their execution hereof.
The parties named below acknowledge, agree with and consent to the
representative and compensation disclosed above.
WITNESSES: TENANT:
UNIVERSAL MEDICAL SYSTEMS, INC.
/s/ Xxxxx Xxxxxx BY: /s/
--------------------------------- --------------------------------
/s/ TITLE: CFO
--------------------------------- -----------------------------
DATE: 3/7/96
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WITNESSES: LANDLORD:
ICOT CENTER, LTD.
By its Agent Westfalia Realty, Inc.
/s/ BY: /s/ Xxxxx Xxxxxx
--------------------------------- --------------------------------
Xxxxx Xxxxxx, Asst. Vice-
President
/s/ Xxxxx Xxxxx TITLE:
--------------------------------- -----------------------------
DATE: 3/18/96
------------------------------
NOTICE TO BUYER
Additional expenses (e.g. attorney's fees, taxes, title, insurance, escrow fees,
documentation fees, discount points, survey charges, mortgage transfer or
service fee, engineering inspections fees, or insurance) may be incurred
by Buyer prior to or at the time of closing. Please consult
your counsel for more information regarding your
specific transaction.
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SPECIAL PROVISIONS
Attached to and forming a part of the Lease Agreement by and between ICOT
CENTER, LTD. ("Landlord") and UNIVERSAL MEDICAL SYSTEMS, INC. ("Tenant"),
Landlord and Tenant hereby agree to the following:
Rent for the subsequent years shall be as follows:
3/1/96 - 7/31/96 $4,600.00 per month plus sales tax
8/1/96 - 7/31/97 $4,784.00 per month plus sales tax
8/1/97 - 7/31/98 $4,975.36 per month plus sales tax
This lease is a name change from the original lease dated July 12, 1994. The
original term of the lease has not changed.
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ICOT CENTER
SIGN STANDARD AGREEMENT
Tenant signage shall be at the Tenant's sole expense with the prior approval of
the Landlord. It has been designed to provide a professional and coordinated
appearance throughout the ICOT Center office complex.
The Tenant company name can occupy an area of up to 12" high x 41" wide on the
sign face. The sign can be provided by Landlord. The standard typeface is
Helvetica Medium which provides crisp and highly readable letters and numerals.
The sign will be centered over the Tenant's main entrance.
Print sizes available are:
Single Line: 4 inch height and up to 12 letters of space
Double Line: 4 inch height and up to 24 letters of space
Triple Line: 3 inch height and up to 48 letters of space
Print color will be the color of the paint used on the building to which the
signage will be attached.
An outside directory and mail box label with the Tenant's suite number and
company name will be provided and installed by Landlord, at Tenant's expense.
