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EXHIBIT 10.20
SUBLEASE AGREEMENT
THIS SUBLEASE, by and between Xxxxxxx & Xxxx Eye Care, Inc., a
California corporation ("Lessor"), and Vista Laser Centers of the Pacific, Inc.,
a Nevada corporation, ("Lessee"), is entered into effective as of July 1, 1996.
IT IS HEREBY AGREED AS FOLLOWS:
1. DESCRIPTION. Lessor does hereby sublease to Lessee and Lessee does
hereby sublease from Lessor under the terms and conditions hereinafter set forth
the office space situated in the office building owned by an affiliate of the
Lessor located at 000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxx. Said office space
has an area of approximately 620 square feet.
2. TERM. The term of the within sublease shall be nonth-to-month until
the Lessee completes its initial public offering (the "IPO"), after which date
this Sublease shall have a term of an additional three (3) years. This Sublease
shall be automatically renewed for additional periods of two (2) years, unless
terminated. Prior to the IPO, either party may terminate this sublease without
cause at any time by giving the other party at least thirty (30) days prior
written notice. After the IPO, the Lessor may not terminate this Sublease
without cause and the Lessee may terminate this Sublease without cause upon six
(6) months prior written notice.
3. RENT. Rent for the subleased space shall be $1.83 per square foot
per month, or $1,134.60 per month, including full service and all costs.
4. MAINTENANCE AND REPAIRS. Lessee shall be solely responsible for
repairs and maintenance originating within the inside perimeter of the subleased
premises. Lessor shall be responsible for such repairs and maintenance
originating elsewhere.
5. USE OF PREMISES. Lessee shall use the demised premises for only
refractive surgery services, conducted through employed or contracted personnel
duly licensed by the State of California, together with all ancillary services
related to refractive surgery.
6. ALTERATIONS. Lessee shall not make any alterations of said subleased
premises without the written consent of Lessor. Any additions to or alterations
of said premises shall become at once a part of the realty and belong to Lessor
at the termination of this Sublease. Lessee shall keep demised premises free
from any liens arising out of any work performed, material furnished or
obligations incurred by Lessee.
7. INDEMNITY. Lessee hereby agrees to indemnify Lessor against and hold
Lessor harmless from any and all claims or demands for loss of or damage to
property or for injury or death to any person from any cause whatsoever while
in, upon or about demised premises or the sidewalks adjacent thereto during the
term of this Sublease or any extension thereof, provided, however, that this
covenant shall not apply to injury to person or property resulting from acts of
Lessor, its agents, or employees while in or on the subleased premises. Lessee
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agrees to obtain and maintain with a reputable insurance company at its sole
cost and expense, public liability insurance against property damage or personal
injury growing out of use of or occurring on or about the subleased premises,
with liability limits acceptable to Lessor.
8. ENTRY AND INSPECTION. The Lessee shall permit Lessor and its agents
to enter the subleased premises at all reasonable times
9. ASSIGNMENT AND SUBLETTING. Lessee shall not assign this Sublease or
any interest therein and shall not sublet the premises or any part thereof or
any right or privilege appurtenant thereto, without written consent of Lessor.
Lessor has sole right to terminate this Sublease with thirty (30) days notice if
notified in writing of any proposed or actual sublease by Lessee to another
party.
10. DESTRUCTION OF PREMISES. In the event of a partial destruction of
the premises during said term, from any cause, Lessor shall forthwith repair the
same. However, in the event of partial or total destruction of the premises,
this Sublease may be terminated at the option of either party.
11. LAWS AND REGULATIONS. Lessee at his own cost and expenses shall
comply with all laws, rules and orders of all federal, state and municipal
governments, or departments, which may be applicable to the subleased premises
and to Lessee's staff using said premises, including professional licensure.
12. SERVICE INTERRUPTION. Lessor shall not be liable to Lessee for
service interruption, including utility service interruption, whether occurring
by reason of earthquake, fire, flood, accident or any other reason.
13. HOLDING OVER. Any holding over after expiration of the said term
with the consent of Lessor shall be so construed to be a tenancy from
month-to-month at the then monthly rental, and shall otherwise be on the terms
and conditions herein specified so far as applicable.
14. SUBORDINATION. Lessee agrees that this Sublease shall be
subordinate to any mortgages or deed of trust in the nature of mortgages that
may hereafter be placed upon the premises.
15. COMPETITIVE COVENANT. So long as Lessee is occupying the premises
herein subleased and is not in default under this Sublease or any renewal
thereof, Lessor covenants that no space in the suite of which the subleased
premises are a part will be rented, leased, or occupied by any individual or
organization offering refractive surgery and associated services which are not
in competition with Lessee.
16. NOTICES. All notices to be given to Lessee by Lessor may be given
in writing personally or depositing the same in the United States Mail, postage
prepaid, and addressed to:
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Xxxxx X. Xxxxx III, President
Vista Laser Centers of the Pacific, Inc.
00000 Xxxx 00xx Xxxxxx, Xxxxx 000
Xxx Xxxxxxx, XX 00000
All notices to be given to Lessor by Lessee may be given in writing personally
or depositing the same in the United States Mail, postage prepaid, and addressed
to:
Dr. J. Xxxxxx Xxxxxxx
Xxxxxxx & Xxxx Eye Care, Inc.
000 Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
IN WITNESS WHEREOF, Lessor and Lessee have executed this Sublease,
effective as of the day and year first above written.
XXXXXXX & XXXX EYE CARE, INC. VISTA LASER CENTERS OF THE
Lessor PACIFIC, INC.
Lessee
By:________________________________ By:____________________________
J. Xxxxxx Xxxxxxx, President Xxxxx X. Xxxxx III, President
