Exhibit 10.4
HEATHROW
000 XXXXXXXXXXXXX XXXXXXX
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LEASE AGREEMENT
BETWEEN
INTERNTIONAL PARKWAY DEVELOPMENT COMPANY
("LANDLORD")
AND
SUNSTAR HEALTHCARE, INC.
("TENANT")
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LEASE SUMMARY
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A. Date of Execution of Lease: November 26, 1997
B. Landlord: International Parkway Development Company
A Florida general partnership
C. Address of Landlord: c/x Xxxxxxx Management Inc.
Suite 1300
000 Xxxxx Xxxxxx Xxx.
Xxxxxxx, Xxxxxxx 00000
D. Tenant: Sunstar Healthcare Inc.
E. Address of Tenant: 000 Xxxxxxxxxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxxx, Xxxxxxx 00000
F. Building: The four story office building located at 000
Xxxxxxxxxxxxx Xxxxxxx, Xxxxxxxx, Xxxxxxx
00000; together with the approximately 5.8
acre tract of land on which the building is
located. The Building contains 86,709 square
feet of rentable space.
G. Leasing Premises: That portion of the building outlined on
Exhibit A. The Leased Premises contain 9,059
square feet of rentablespace (6,226 rentable
square feet in Suite 230 and 2,833 rentable
square feet in Suite 100).
H. Permitted use: General office use
I. Lease term: Three years commencing on the Commencement
Date and terminating on the Termination
Date.
J. Commencement Date: November 1, 1997 (see provisions in Exhibit
G concerning the timing of the Tenant's
occupancy of Suite 100).
K. Termination Date: October 31, 2000 ( subject to early
cancellation provisions set forth in Exhibit
G on the lease).
L. Base rent: See the Base Rent schedule attached as
Exhibit b to the Lease.
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M. Base expenses: Actual Operating Expenses for 1998 calendar
year.
N. Tenant's Proportionate Share
Of Excess Expenses: 10.45%.
O. Security Deposit: $14,135.81
P. Guarantor: None.
Q. Guarantor's Address: N/A
The following exhibits are attached to and made a part of the Lease:
Exhibit A - Description of Lease Premises
Exhibit B - Base Rent Schedule
Exhibit C - Examples of Operating Expenses
Exhibit D - Heathrow Rules and Regulations
Exhibit E - Landlords Work
Exhibit F - Agency Disclose Statement
Exhibit G - Special Terms
Exhibit H - Radon Notice
THE PROVISIONS OF THIS LEASE SUMMARY ARE INCORPORATED BY THIS REFERENCE INTO THE
LEASE.
LEASE AGREEMENT
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Landlord hereby leases the Leased Premises to Tenant for the duration of the
Lease Term. The leasing of the Leased Premises to Tenant will be upon the terms
and conditions set forth in this Lease.
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1. Base rent. Tenant will pay Base Rent in the amount set forth in the Base
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Rent Schedule attached hereto as Exhibit B.
2. Excess Expense Payments. Tenant will pay its Proportionate Share of the
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increase, if any, of the Operating Expenses incurred by Landlord during the
Lease Term over the Base Expenses identified in the Lease Summary ("Excess
Expenses"). Illustrative examples of those expenses which are included within
the definition of "Operating Expenses" are set forth in Exhibit C. Tenant's
Proportionate Share of such Excess Expenses will be paid by Tenant in advance
based upon landlords estimate of the Excess Expenses which will be incurred
during each calendar year during the Lease Term. Landlord will use its best
efforts to notify Tenant by December 1 of each year during the Lease Term of the
amount of the estimated Excess Expense payment which Tenant will be required to
make for each month of the upcoming calendar year.
As soon as reasonably practicable after the end of each calendar year, Landlord
will deliver to Tenant a written statement showing its actual Operating
Expenses for such calendar year and Tenants actual Proportionate Share of the
Excess Expenses, if any. If the sum of the estimated Excess Expense payments
paid by Tenant during such calendar year exceeds Tenants Proportionate Share of
the actual Excess Expense incurred during such year, then, at Landlords
election, Landlord will either refund the excess to Tenant or apply the same
toward the next succeeding monthly estimated Excess Expense payment due from
Tenant. If the sum of the estimated Excess Expense payments paid by Tenant
during such calendar year is less than Tenants Proportionate Share of the
actual Excess Expense incurred during such year, then Tenant will pay the
deficiency to Landlord within ten days after Tenant's receipt of Landlord's
written demand for the payment thereof. If the Lease Term expires on a date
other than December 31, then Tenant's Proportionate Share of the Excess
Expenses for the last calendar year during which the Lease Term is in effect
will be prorated to take into consideration the number of days during such
calendar year in which the Lease Term is in effect.
3. Manner and Timing of Rent Payments. The first monthly installment of Base
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Rent has been paid by Tenant. Hereafter, monthly installments of Base Rent and
estimated Excess Expense payments, if any, will be due and payable in advance on
or before the first day of each calendar month during the Lease Term. Each such
installment will be paid to Landlord at its address set forth in the Lease
Summary (or such other address as Landlord may designate from time to time). If
the Lease Term commences on a day other than the first day of the month or
terminates on a day other than the last day of the month then the installments
of Base Rent and estimated Excess Expense payments such as month(s) will be
adjusted accordingly. If any installment of Base Rent or any Excess Expense
payment is not received by Landlord within ten days after its due date, then a
late payment charge of 5% of such past due amount will be assessed and will be
immediately due and payable from Tenant. All installments of Base Rent and
estimated Excess Expense payments will be paid by Tenant without demand and
without any rights of reduction, counterclaim or offset. Tenant hereby agrees
to pay as additional rent any sales, use or other tax (other than income taxes)
now and hereafter imposed by any governmental authority upon the rent and other
sums payable by Tenant hereunder. The sales tax on Base Rent initially payable
by Tenant is set forth in the Base Rent Schedule attached hereto as Exhibit B.
Landlord will notify Tenant of any change in tax payable by Tenant as additional
rent hereunder.
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Landlords acceptance of any payment which constitutes less than all of the
balance then owed to it by Tenant hereunder will be treated as its receipt of
payment "on account" and not as an accord and satisfaction and Landlord may
accept any such payment (regardless of the existence of any endorsement or
statement to the contrary contained on any check or letter accompanying such
payment) without prejudice to Landlord's right to recover the balance of the
amount owed to it or pursue any other remedy provided for in this Lease.
4. Services. Landlord will provide all utility, HVAC and elevator services
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which are required for the use of the Leased Premises for general office
purposes during normal business hours (7:00a.m. to 6:00 p.m. Monday through
Friday, and 8:00 a.m. to 1:00 p.m. on Saturday, holidays excepted.)
Notwithstanding the foregoing, Tenant will pay all costs related to the
provision of telephone service to the Leased Premises. If Tenants usage of any
such service is excessive when compared to the normal, anticipated usage of
other tenants in the Building or if the nature of Tenant's business requires the
provision of any such service outside of normal business hours at a level in
excess of that normally provided for the Building, then, in either such event,
Tenant agrees to pay a service surcharge to Landlord in an amount which fairly
reflects its excessive usage of such service. Landlord will not be liable to
Tenant, nor will Tenant be relieved of any obligation hereunder if any service
to the Leased Premises is interrupted for any reason beyond Landlord's
reasonable control.
5. Maintenance and Repair. Landlord will maintain the Building (including all
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common areas which serve the Building) and all structural elements and
mechanical systems located within the Leased Premises in good repair and
condition, provided, however, that Tenant (and not Landlord) will be required to
pay all costs of maintaining the same if the need thereafter arises due to the
fault or negligence of Tenant or its agents, employees, or guests. Landlord
will also provide janitorial service to the Leased Premises five days per week.
Except as otherwise expressly set forth in this 5, Tenant will be responsible
and pay for all costs associated with maintaining and repairing the interiors of
the Leased Premises, including without limitation, all costs associated with the
painting of interior walls, the cleaning or replacing of wall coverings and
floor coverings and the replacing of light bulbs and light fixtures. Landlord
will not be liable to Tenant, nor will Tenant be relieved of any obligation
hereunder if Tenant's use of the Leased Premises is interrupted as a result of
Landlords required entry into the Leased Premises for the purpose of making any
repairs, alterations, or improvements to the structural elements or mechanical
systems located within the Leased Premises (including, without limitation, the
HVAC system). Tenant expressly waives any right it might otherwise have under
any law, statute, or ordinance now or hereafter in effect to make any repairs to
the Leased Premises at Landlord's expense. Tenant acknowledges and agrees that
it has accepted the Leased Premises in its "as is, where is" condition.
6. Use of Leased Premises. Tenant will use the Leased Premises solely for
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the Permitted Use. Tenant will not cause or permit any waste or damage to the
Leased Premises or the Building and will not occupy or use the Leased Premises
for any business or purpose which is unlawful, hazardous, unsanitary, noxious or
offensive or which unreasonably interferes with the business operations of other
tenants in the Building. Tenant will comply with the Rules and Regulations for
the Building which are set forth in Exhibit D (and any modifications thereto
which are consistent with the provisions of this Lease). Tenant will also have
the non-exclusive right to use the common areas which serve the Building,
including, without limitation, the Building's common lobbies, hallways,
elevators, restrooms and parking areas.
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7. Compliance with Law. Tenant will at it's sole expense comply with all laws,
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governmental, requirements and recorded covenants or conditions which are now or
hereafter in force pertaining to the Leased Premises and Tenant's occupancy and
use thereof, including, without limitation the Americans with Disabilities Xxx
0000, as amended.
8. Signs. Tenant will not place any sign or other advertising material on the
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exterior or interior of the Leased Premises or the Building, without the prior
written consent of Landlord. Landlord will at its expense provide Tenant with
the building's standard graphics and signage for identification of Tenant on the
business directory, the elevator, lobby, and the entranceway to the Leased
Premises.
9. Leasehold Improvements. Landlord will construct those improvements to the
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Leased Premises, if any, which are described in Exhibit E. Landlord will use
its best efforts to substantially complete such improvements by the Commencement
Date of the Lease Term, subject to the occurrence of unforeseen events beyond
its reasonable control (including, without limitation, delays caused by Tenant).
If Landlord fails to substantially complete such improvements by the
Commencement Date for any reason, then Tenant's obligation to pay Base Rent and
estimated Excess Expense payments will xxxxx until such improvements are
substantially completed and the Commencement and Termination Dates will be
extended by the number of days included in such abatement period. For the
purpose of this 9, the improvements will be deemed "substantially completed" on
the date on which a certificate of occupancy (or other applicable approval) for
the construction of such improvements is issued by the appropriate governmental
authority.
10. Alterations. Tenant will not at any time prior to or during the Lease Term
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make any alterations, conditions, or improvements to the Leased Premises without
the prior written consent of Landlord. If Landlord consents to any proposed
alteration, addition or improvement, the same shall be made by Landlord or
Tenants sole expense. If required by landlord, any such alterations additions,
or improvements will be removed by Tenant upon the expiration of the Lease Term.
Tenant will repair any damage to the Leased Premises caused by such removal.
Notwithstanding anything to the contrary contained herein. Tenant may paint the
interior of the Leased Premises using its own painting contractor, so long as
any color selection is first approved by Landlord.
11. Mechanics Liens. Tenant will indemnify and hold Landlord harmless from any
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liability or expense associated with its construction of any alteration,
addition or improvement to the Leased Premises. In particular, Tenant will
execute and record an appropriate notice of commencement pursuant to Chapter
713, Florida Statues, identifying Tenant's interest in the Leased Premises as a
leasehold interest only. Tenant will immediately discharge any mechanics lien
filed against the Leased Premises or the Building in connection with any work
performed by Tenant.
12. Assigned and Subletting. Tenant will not assign this Lease or sublet all
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or any part of the Leased Premises without the prior written consent of
Landlord. Unless otherwise agreed to by Landlord, Landlord's consent to any
such assignment or sublease will not relieve Tenant from its obligations under
this Lease.
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13. Subordination. Tenant's rights and interest under this lease are
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subordinate to all mortgages and other encumbrances now or hereafter affecting
any portion of the building. In the event of the foreclosure of any mortgage or
other encumbrance, Tenant will, upon request of any person succeeding to the
interest of Landlord, attain to and automatically become the tenant of such
successor in interest without change in the terms or conditions of this Lease;
provided, however, that such successor in interest shall not be liable for any
act or omission of any prior landlord or subject to any offsets or defenses
which Tenant may have against any such prior landlord. This paragraph will be
self-operative and no further instrument will be required to effect the
subordination provided herein. Within ten days after its receipt of Landlord's
request therefore, Tenant will execute and deliver to Landlord a certificate
confirming such subordination and attainment and setting forth the current
status and facts related to this Lease and Tenant's occupancy of the Leased
Premises. If Tenant fails to execute and deliver to Landlord such a
certificate within the aforementioned ten-day period, then Tenant hereby
appoints Landlord as its attorney-in-fact, coupled with an interest, for the
purposes of executing such certificate. Tenant may not terminate this Lease
because of any default by Landlord, unless Tenant first gives written notice of
the alleged default to any mortgagee of Landlord whose name and address have
been provided to Tenant, and such mortgagee fails to cure such default within 30
days after its receipt of such written notice.
14. Limitation of Landlord's Personal Liability. Tenant will look solely to
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Landlord's interest in the Lease Premises and the Building for the recovery of
any judgment against Landlord it being the express intent of the parties hereto
that neither Landlord, nor any of its partners will ever be personally liable
for any such judgement.
15. Indemnification and Insurance. Landlord will not be liable for and Tenant
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hereby releases Landlord from any liability or expense associated with any
damage or injury to any person or property (including any person or property of
Tenant or anyone claiming under Tenant) which arises directly or indirectly in
connection with the Leased Premises or Tenants use or occupancy of the Leased
Premises or any common areas serving the building. Tenant will indemnify and
hold Landlord harmless from any of the above-described liabilities and expenses,
provided, however, that Tenant will not be obligated to indemnify Landlord as
to any liability or expense occasioned by the fault or negligence of Landlord.
Landlord will indemnify and hold Tenant harmless from any liability or expense
associated with any damage or injury to any person or property including any
person or property of Landlord or anyone claiming under Landlord which arises
directly or indirectly in connection with any common areas of the Building or
Landlord's use or occupancy thereof.
All property stored or placed by Tenant in or about the Leased Premises will be
so stored or placed at the sole risk of Tenant, Tenant will at its sole expense
maintain in full force and effect at all times during the Lease Term: (a)
comprehensive public liability insurance for personal injury and property damage
with liability limits of not less than $1,000,000 for injury to one person,
$2,000,000 for injury from one occurrence and $500,000 for property damage; (b)
extended coverage insurance on all of property stored or placed by Tenant in or
about the Leased Premises in an amount equal to the full replacement value
thereof. Each insurance policy required to be maintained by Tenant hereunder
will name Landlord as an additional insured and will specifically provide that
such insurance policy cannot be terminated without giving at least 30 days prior
written notice to Landlord.
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16. Waiver of Subrogation. Landlord and Tenant each hereby waives its right to
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receive damages against the other party with respect to any loss or claim
occasioned by the occurrence of any casualty to the Building or Leased Premises
which is covered under a valid and collectible fire and extended coverage
insurance policy. Any insurance policy procured by either Tenant or Landlord
hereunder will contain an express waiver of any right of subrogation by the
insurance company against Landlord or Tenant, as the case may be.
17. Hazardous Substances. Tenant will not use, store or dispose of any
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"hazardous substance", "hazardous material" or "toxic substance" (as those terms
are defined or used in the context of Comprehensive Environmental Response,
Compensation and Liability Act or any other federal, state or local
environmental law, regulation or requirement) on or about the Leased Premises,
except for Immaterial amounts that are exempt from or do not give rise to any
violation of applicable law. Tenant will indemnify and hold Landlord harmless
from any liability or expense (including, without limitation, reasonable
attorney fees and expenses, court costs, expenses and costs incurred in the
investigation, settlement and defense of claims and any cost or expenses
incurred in connection with any environmental clean-up) incurred by or claimed
against Landlord as a result of Tenant's breach of the covenant contained in
this section. The foregoing indemnification (as well as the indemnification set
forth in 5 of this lease) will survive the expiration or sooner termination of
the Lease Term.
18. Surrender of Premises. Upon the termination of Tenant's right of
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possession under this Lease, Tenant will immediately surrender possession of the
Leased Premises to Landlord in good repair and "broom clean" condition,
reasonable wear and tear excepted. Tenant will at the same time remove all of
its trade fixtures from the Leased Premises, as well as any alterations,
additions or improvements designed by Landlord (other than those improvements
constructed by Landlord pursuant to 10 and Exhibit E). Tenant will promptly
repair any damage caused to the Leased Premises by the removal of any of such
property. Tenant acknowledges and agrees that it has accepted the Leased
Premises in its "as is, where is" condition.
19. Security Interest. INTENTIONALLY OMITTED.
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20. Casualty. If the Lease Premises is damaged by fire or other casualty, the
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Landlord will promptly give written notice to Tenant whether the damaged area
can reasonably be repaired within 120 days after the date of the occurrence of
such casualty. If Landlord notifies Tenant that it does not believe that the
damaged area can reasonably be repaired within such 120 day period, then both
Landlord and Tenant will have the option of terminating this Lease by giving a
written notice thereof to the other at any time within 30 days after the date of
Tenants receipt of the aforementioned notice from Landlord. If Landlord
determines that the damaged area can reasonably be repaired within such 120 day
period or if neither party elects to terminate this Lease despite the fact that
Landlord has determined that the damaged area cannot be reasonably repaired
within such 120 day period, then landlord will proceed to repair the damaged
area at its sole expense; provided, however, that Landlord will in no event be
required to repair any improvements previously made to the Lease Premises by or
at the request of Tenant.
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If the Leased Premises are rendered untenantable in whole or in part as a result
of a fire or other casualty which was not caused by Tenant, then all rent and
other payments accruing after the occurance of any such fire or other casualty
and prior to the completion of the repair of the Leased Premises will be
equitably and proportionately abated to reflect the untenantable portion of the
Leased Premises. Landlord will not be liable to Tenant for any inconvenience or
interruption to Tenant's business occasioned by such fire or other casualty or
the concomitant repair of the damaged area. In the event of the occurrence of
any casualty, Landlord will use its best efforts to provide temporary space to
Tenant in another Landlord owned building, if such space is then available.
21. Condemnation. If all or any substantial portion of the Leased Premises or
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the Building is taken by or under threat of condemnation so as to render the
Leased Premises wholly untenantable, then this Lease will automatically
terminate as of the date of the condemnation by the condemning authority. If
such taking does not render the Leased Premises wholly untenantable, then this
lease will not terminate but will continue in full force and effect in
accordance with its terms, except that the Base Rent and Tenant's Proportionate
Share will be adjusted to fairly reflect the portion of the Leased Premises, the
Building or the Land which was so taken. Landlord will be liable to Tenant for
any inconvenience or interruption to Tenant's business occasioned by any such
taking. Landlord will be entitled to receive the entire award made by the
condemning authority for any such taking. Landlord will promptly notify Tenant
of the instruction of any condemnation proceeding affecting the Leased Premises.
22. Holding Over. Tenant will not hold over in its occupancy of the Leased
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Premises after the expiration of the Lease Term without the prior written
consent of Landlord. If Tenant holds over without the prior written consent of
Landlord, then Tenant will pay 150% of the Base Rent then in effect for each
month during the entire holdover term. Any holding over without the consent of
Landlord will constitute this Lease as a lease from month to month.
23. Default. If Tenant fails to pay any installment of Base Rent or any other
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payable by its hereunder within five days after its receipt of written notice
from Landlord that the same is due and unpaid, or if Tenant defaults in the
performance of any of its other obligations under this Lease and such default
continues for 30 days after written notice thereof is given to Tenant, then, in
addition to any other legal rights and remedies available to Landlord at law or
in equity Landlord may (a) terminate Tenant's right of possession under this
Lease and declare all Base Rent and estimated Excess Expense payments payable
over the remainder of the Lease Term to be immediately due and payable or (b)
reenter and attempt to relet the Leased Premises without terminating this Lease,
in which event Tenant will remain obligated to pay to Landlord any deficiency
between all sums payable by Tenant pursuant to this Lease and any sums collected
by Landlord from any reletting of the Leased Premises (net of any sums paid by
Landlord in connection with such reletting, including, without limitation,
leasing commissions, attorney's fees and costs of improvements to the Leased
Premises). Landlord may collect any amounts payable to its pursuant to this
paragraph by any lawful means, including, without limitation, the sole by public
or private side of all Tenant's personal property in which Landlord has a
security interest.
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24. Prevailing Party's Fees. If any legal action is commenced by either
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Landlord or Tenant, to enforce its rights hereunder, then all attorney's fees,
paralegal fees and other expenses incurred by the prevailing party in such
action shall be promptly paid by the non-prevailing party.
25. Successors and Assigns. This lease shall be binding upon and inure to the
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benefit of the successors and assigns of Landlord and the successors and
permitted assigns of Tenant.
26. No waiver. No waiver of any covenant or condition of this Lease by either
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party will be deemed to constitute a future waiver of the same or any other
covenant or condition of this Lease. In order to be effective, any such waiver
must be in writing and must be delivered to the other party to this Lease.
27. Brokerage Commissions. Each of Landlord and Tenant hereby represents and
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warrants that it has not dealt or consulted with any real estate broker or agent
in connection with this lease other then those real estate brokers and agents
specifically identified in the Agency Disclosure Statement attached hereto as
Exhibit F. Each of Landlord and Tenant agrees to indemnify and hold the other
harmless from and against any liability or expense occasioned by a breach of the
foregoing representation.
28. Relocation. Landlord will have the right to relocate Tenant to other space
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in the building, so long as the size, configuration, improvements and amenities
of the new space are substantially similar to those of the Leased Premises.
Landlord will pay all reasonable expenses incurred by Tenant in connection with
the relocation of its space. Landlord will effect such relocation in a manner
intended to minimize any interference with Tenant's business operations. If
such a relocation occurs, this Lease will continue in full force and effect
without any change in the terms and conditions thereof, except that the new
space will thereafter be substituted as the Leased Premises for the purposes of
this Lease and, if the new space is smaller than the initial Lease Premises,
then the Base Rent and Tenant's Proportionate Share of Excess Expenses will be
proportionately decreased.
29. Reasonableness of Consent. Landlord shall not unreasonably withhold any
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consent or approval which is required to be given by it pursuant to the Terms of
this Lease.
30. Amendment. This lease may not be amended except by a written instrument
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signed by both Landlord and Tenant.
31. Governing Law. This lease will be governed by and construed in accordance
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with the laws of the State of Florida.
32. Notices. All notices required or permitted under this Lease must be given
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in writing and must be delivered to Landlord and Tenant at their addresses set
forth in the Lease Summary (or such other address as may hereafter be designated
by such party). Any such notice must be personally delivered or sent by either
registered or certified mail or overnight courier.
33. Security Deposit. Tenant has deposited with Landlord a Security Deposit in
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the amount identified in the Lease Summary. The Security Deposit will be
retained by Landlord as partial security for Tenant's performance of all its
obligations under this Lease. If Tenant defaults in the performance of any of
its obligations under this Lease, then Landlord will have the right to use all
or a portion of the Security Deposit to cure such default.
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Any portion of the Security Deposit remaining unutilized following the
expiration of the Lease Term and Tenant's full performance of all its
obligations under the Lease will be returned to Tenant without interest.
34. Special Terms. Exhibit G sets forth those special provisions, if any,
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which supplement the provisions of this Lease.
35. Parking. The rental party by Tenant hereunder entitles it and its
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employees, guests and invitees to the non-exclusive use of up to four parking
spaces per 1,000 square feet of rentable space contained within the Leased
Premises, located adjacent to the building. Tenant will abide by all reasonable
rules and regulation hereafter adopted by the Landlord with respect to the use
of the parking spaces.
36. Financial Statements. Upon Landlord's request, Tenant will provide
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Landlord, not more frequently than once per calendar year, with its then most
current financial statements (balance sheet and income and loss statement),
certified to be true and accurate in all material respects by the chief
financial officer of Tenant.
(Signatures and Acknowledgments Appear on the Next Page)
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SIGNATURES AND ACKNOWLWDGMENTS
Landlord and Tenant have executed this Lease as of the date specified in the
Lease Summary.
Signed and acknowledged in
the presence of:
LANDLORD:
International Parkway Development Company
_____________________ By Xxxxxxx Management Inc.
_____________________ By_____________________________________________
(Name) (Title)
TENANT:
______________________ SUNSTAR HEALTHCARE, INC.
______________________ By: ___________________________________________
(Name) (Title)
State of ___________
County of_____________
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Before me, a notary public in and for said state and county, personally appeared
_____________________, the _______________ of Xxxxxxx Management Inc., the
managing agent of International Parkway Development Company, the Landlord in
the foregoing Lease, who acknowledged the signing of the Lease to be his free
act and deed on behalf of the Landlord.
Date:__________ ______________________________________
Notary Public
State of___________
County of _________: SS
Before me, a notary public in and for said state and county, personally appeared
_____________________, the _____________ of Sunstar Healthcare, Inc., the Tenant
in the foregoing Lease, who acknowledged the signing of the Lease to be his free
act and deed on behalf of Tenant.
Date: ___________________________ ___________________________________
Notary Public
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EXHIBIT B
BASE RENT SCHEDULE
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The monthly Base Rent (and sales tax thereon calculated at the present sales tax
rate of 7%) payable by Tenant during the Lease Term will be as set forth in the
following schedule:
Leased Period Monthly Base Rent Annual PRSF Base Rent
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First 12 months $13,211.04 $17.50
Second 12 months $13,588.50 $18.00
Last 12months $13,965.96 $18.50
The total monthly payment due from Tenant during the first 12 months of the
Lease Term will be $14,135.81 (consisting of Base Rent of $13,211.04 and sales
tax thereon of $924.77.) Notwithstanding anything to the contrary contained
herein, the monthly Base Rent payable by Tenant for all full or partial calendar
months prior to the date of Landlord's delivery of possession of Suite 100 to
Tenant per Exhibit G will be $9,715.15 (consisting of Base Rent of $9,079.58 and
sales tax of $635.57).
Initialed and Approved by Tenant:
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EXHIBIT C
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ILLUSTRATIVE EXAMPLES OF OPERATING EXPENSES
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The following are illustrative examples of some of the expenses which are
included within the definition of "Operating Expenses":
1. Costs of maintaining and repairing (but not replacing ) the Building and all
common areas serving the Building;
2. The cost of providing janitorial services to the Building;
3. The cost of providing security for the building;
4. Real Estate taxes and assessments on the building including, without
limitation, any assessments imposed any property owner's association;
5. Insurance premiums for liability and extended coverage insurance policies
maintained any Landlord on the Building;
6. Costs related to the provision of utility services to the building;
7. Salaries and related costs (including fringe benefit, payroll taxes and a
labor overhead charge of not more than 15%) of personnel spending time
directly associated with the operation, management and maintenance of the
Building, including, without limitation, those paid to any on-site assistant
property management or maintenance personnel;
8. A reasonable property management fee;
9. A reasonable contingency/replacement reserve;
10. The cost of any cost-saving utility device installed in the Building, but
only to the extent of the actual cost-savings obtained therefrom;
11. The cost of any building improvement (amoritized over such period as is
consistent as with generally accepted accounting principles) which Landlord
is required to make as a result of the enactment or promulgation of any
governmental law or regulation after the date of the execution of this
lease;
15
12. Accounting legal and other professional services rendered in connection with
the operation, management and maintenance of the building; and
13. All other costs related to the operation, management and maintenance of the
building which are considered to be operating expenses under generally
accepted accounting principles.
The following are those expenses which are excluded from the definition of
"Operating Expenses":
1. Landlords debt service on any financing related to the building;
2. Franchise or income taxes payable by landlord
3. Salaries and related costs of Landlord's off-site administration personnel;
4. Costs of all tenant improvements;
5. Leasing commission;
6. Attorney's fees incurred by Landlord in prosecuting any eviction or other
legal action against any tenant in the building; and
7. All costs and expenses which are considered to be capital expenditures under
generally accepted accounting principles (other than those specifically
included within the definition of "Operating Expenses" in this Exhibit C).
Operating Expenses shall be computed for each calendar year during the Lease
Term based upon the actual method of accounting. If the building is ever less
than 100% occupied, then Operating Expenses shall be calculated as if the
building had been 100% occupied and the results shall constitute Landlords
Operating Expenses for such calendar year for all purposes of this lease.
Initialed and Approved by Tenant:
_______________________________
16
EXHIBIT D
---------
RULES AND REGULATIONS
---------------------
1. No sign, placard, picture, advertisement, name or notice visible from the
outside Premises shall be installed or displayed on any part of the outside
or inside of the building without prior written consent of Landlord.
Landlord shall have the right to remove, at Tenant's expense and without
notice, any sign installed or displayed in violation of this rule. All
approved signs or lettering on doors and walls shall be printed, painted,
affixed or inscribed at the expense of Tenant by a person chosen by
Landlord, using materials of Landlord's choice and in a style and format
approved by Landlord.
2. Tenant must use Landlord's blinds in all exterior and atrium window offices.
No awning shall be permitted on any part of the premises. Tenant shall not
place anything against or near glass partitions or doors or windows which
may appear unsightly from the outside Premises.
3. Tenant shall not obstruct any sidewalks, halls, passages, exits, entrances,
elevators, escalators or stairways of the building. The halls, passages,
exits, entrances, shopping malls, elevators, escalators and stairways are
not for the general public, and Landlord shall in all cases retain the right
to control and prevent access thereto of all persons whose presence in the
judgement of Landlord would be prejudicial to the safety, character,
reputation and interests of the building and its tenants; provided that
nothing herein contained shall be construed to prevent such access to
persons with whom any tenant normally deals in the ordinary course of its
business, unless such persons are engaged in illegal activities. No tenant
and no employee or invitee of any tenant shall go upon the roof of the
building.
4. The directory will be provided by Landlord and shall consist exclusively of
the display of the name and location of tenants only; Landlord reserves the
right to exclude any other names therefrom.
5. All cleaning and janitorial services for the building and the premises shall
be provided exclusively through Landlord, and except with the written
consent of Landlord, no person or persons other than those approved by
Landlord shall be employed by Tenant or permitted to enter the building for
the purpose of cleaning the same. Landlord shall not in any way be
responsible to any tenant for any loss of property on the Premises, however
occurring, or for any damage to any Tenant's property by the Janitor or any
other employee or any other person.
6. Landlord will furnish Tenant, free of charge, with two keys to each door in
the Premises. Landlord may make a reasonable charge for any additional keys.
Tenant shall not make or have made additional keys, and Tenant shall not
alter any lock or install a new additional lock or bolt on any door of its
premises.
17
Tenant, upon the termination of its tenancy, shall deliver to Landlord the
keys of all doors which have been furnished to Tenant, and in the event of
loss of any keys so furnished, shall pay Landlord therefor.
7. If Tenant requires telegraphic, telephonic, burglar alarm or similar
services, it shall first obtain, and comply with, Landlords instructions in
their installation.
8. Any freight elevator shall be available for use by all tenants in the
building, subject to such reasonable scheduling as Landlord in its
discretion shall deem appropriate. No equipment, materials, furniture,
packages, supplies, merchandise, or other property will be received in the
building or carried in the elevators except between such hours and in such
elevators as may be designated by Landlord.
9. Tenant shall not place a load upon any floor of the Premises which exceeds
the load per square foot which such floor was designed to carry and which is
allowed by law. Landlord shall have the right to prescribe the weight ,
size, and position of all equipment, materials, furniture or other property
brought into the building. Heavy objects, if such objects are considered
necessary by Tenant, as determined by Landlord, shall stand on such
platforms as determined by Landlord to be necessary to properly distribute
the weight. Business machines and mechanical that may be transmitted to the
structure of the Building or to any space therein to such degree as to be
objectionable to Landlord or to any other tenants in the building, shall be
placed and maintained by Tenant, at Tenant's expense, on vibration
eliminators or other devices sufficient to eliminate noise or vibration. The
persons employed to move such equipment in or out of the building must be
acceptable to Landlord. Landlord will not be responsible for loss of, or
damage to, any such equipment or other property from any cause, and all
damage done to the building by monitoring or moving such equipment or other
property shall be repaired at the expense of Tenant.
10. Tenant shall not use or keep in the Premises any kerosene, gasoline or
inflammable or combustible fluid or material other than those limited
quantities necessary for the operation or maintenance of office equipment.
Tenant shall not use or permit to be used in the Premises any foul or
noxious gas or substance, or permit or allow the premises to be occupied or
used in a manner offensive or objectionable to Landlord or other occupants
of the building by reason of noise, odors, or vibrations, nor shall Tenant
bring into or keep in or about the Premises any birds or animals.
11. Tenant shall not use any method of heating or air conditioning other than
supplies by Landlord.
12. Tenant shall not waste electricity, water on air conditioning and agrees to
cooperate fully with Landlord to assure the most effective operation of the
buildings heating, air conditioning and lighting to comply with any
governmental energy saving rules, laws, or regulations of which Tenant has
actual notice, and shall refrain from attempting to adjust control. Tenant
shall keep corridor doors closed, and shall close window coverings at the
end of each business day.
13. Landlord reserves the right, exercisable without notice and without
liability to tenant, to change the name and street address of the building.
14. Landlord reserves the right to exclude from the building between the hours
of 8pm to 7am, the following day, or such other hours as may be established
from time to time by Landlord, and on Sundays and legal holidays, any person
unless that person is known to the person or employee in charge of the
building and has a pass or is properly identified. Tenant shall be
responsible for all persons for whom it requests passes and shall be liable
to Landlord for all acts of such person. Tenant shall pay the cost of
replacing any security cards provided by Landlord. Landlord shall not be
liable for damages for any error with regard to the admission to or
exclusion from the Building of any person. Landlord reserves the right to
prevent access to the Building in case of invasion, mob, riot, public
excitement or other circumstances by closing the doors or by other
appropriate action.
18
15. Tenant shall close and lock the doors of its premises and entirely shut off
all water faucets or other water apparatus, and electricity, gas or air
outlets before Tenant and its employees leave the premises. Tenant shall be
responsible for any damage or injuries sustained by other tenants or
occupants of the building or by Landlord for noncompliance with this rule.
16. Tenant shall not obtain for use on the premises ice, drinking water, food,
beverage, towel, or other similar services or accept barbering or
bootblocking services upon the premises, except at such hours and under such
regulation as may be fixed by landlord.
17. The toilet rooms, toilets, urinals, wash bowls and other apparatus shall not
be used for any purpose other than that for which they were constructed and
no foreign substance of any kind whatsoever shall be thrown therein. The
expense of any breakage, stoppage, or damage resulting from the violation of
this rule shall be borne by the tenant who, or whose employees or invitees,
shall have caused it.
18. Tenant shall not sell, or permit the sale of retail, of newspapers,
magazines, periodicals, theater tickets or any other goods or merchandise to
the general public in or on the premises. Tenant shall not make any room to
room solicitation of business from other tenants in the building. Tenant
shall not use the premises for any business or activity other than that
specifically provided in the Tenant's Lease.
19. Tenant shall not install any radio or television antenna, loudspeaker or
other device on the roof or exterior walls of the building. Tenant shall not
interfere with radio or television broadcasting or reception from or in the
building or elsewhere.
20. Tenant shall not xxxx, drive nails, screw or drill into the partitions,
woodwork or plaster or in any way deface the premises or any art thereof,
except to install normal wall hangings. Landlord reserves the right to
direct electricians as to where and how telephone and telegraph wires are to
be introduced to the premises. Tenant shall not cut or bore holes for wires.
Tenant shall not affix any floor covering to the floor of the premises in
any manner except as approved by Landlord. Tenant shall repair any damage
resulting from noncompliance with this rule.
21. Tenant shall not install, maintain or operate upon the premises any vending
machine without the written consent of Landlord.
22. Canvassing, soliciting, and distribution of handballs or any other written
material, and peddling in the building are prohibited, and each tenant shall
cooperate to prevent same.
23. Landlord reserves the right to exclude or expel from the building any person
who, in Landlord's judgment, is intoxicated or under the influence of liquor
or drugs or who is in violation of any of the Rules and Regulations of the
building.
24. Tenant shall store all its trash and garbage within its premises. Tenant
shall not place any trash box or receptacle any material which cannot be
disposed in the ordinary and customary manner of trash and garbage disposal.
All garbage and refuse disposal shall be made in accordance with directions
issued from time to time by Landlord.
25. The premises shall not be used for the storage of merchandise held for sale
to the general public, or for lodging or for manufacturing of any kind, nor
shall the premises be used for any improper, immoral or objectionable
purpose. No cooking shall be done or permitted by any tenant on the
premises, except, that use by tenant of underwriters' laboratory approved
equipment for brewing coffee, tea, hot chocolate and similar beverages shall
be permitted, and the use of microwave shall be permitted, provided that
such equipment and its use is in accordance with all federal, state, county
and city laws, codes, ordinances, rules and regulations.
26. Tenant shall not use in any space or in the public halls of the building any
hand trucks except those equipped with rubber tires and side guards or such
other material handling equipment as Landlord may approve. Tenant shall not
bring any other vehicles of any kind into the building.
19
27. Without the written consent of landlord, Tenant shall not use the name of
the building in connection with or in promoting or advertising the business
of Tenant except as Tenant's address.
28. Tenant shall comply with all safety, fire protection and evacuation
procedures and regulations established by landlord or any governmental
agency.
29. Tenant assumes any and all responsibility for protecting its premises from
theft, robbery, and pilferage, which includes keeping doors locked and other
mean of entry to the premises closed.
30. The requirements of Tenant will be attended to only upon appropriate
application to the office of the building by an authorized individual.
Employees of the Landlord shall not perform any work or do anything outside
of their regular duties unless under special instructions from Landlord, and
no employee of the Landlord will admit any person (Tenant or otherwise) to
any office without specific instructions from Landlord.
31. In the event Tenant fails to deliver to Landlord its keys to the premises
upon termination of the tenant's right to possession under the Lease, or
Tenant's vacating of the premises, the cost of replacing the locks and keys
shall be borne by Tenant.
32. Bicycles, motorbikes and motorcycles are prohibited within the building and
must be kept in designated parking areas.
33. No Pets or other animals of any type whatsoever are permitted in the
building at any time.
34. Landlord may waive any one or more of these rules and regulations for the
benefit of Tenant or any other tenant, but no such waiver by landlord shall
be construed as a waiver of such rules and regulation in favor of tenant or
any other tenant, nor prevent landlord from thereafter enforcing any such
rules and regulations against any or all of the tenants of the building.
35. These rules and regulations are in addition to, and shall not be construed
to in any way modify or amend, in whole or in part the terms covenants,
agreements, and conditions of any lease of premises in the building.
36. Landlord reserves the right to make such other and reasonable rules and
regulation as in its judgment, may from time to time be needed for safety
and security, for care and cleanliness of the building and for the
preservation of good order therein. Tenant agrees to abide by all rules and
regulation hereinabove stated and any additional rules and regulations which
are adopted.
37. Tenant shall be responsible for the observance of all foregoing rules by
Tenant's employees, agents, clients, customers, invitees, and guests.
Initialed and Approved by Tenant:
_________________________________
20
EXHIBIT E
---------
LANDLORD'S WORK
---------------
Tenant is leasing the Leased Premises in its "as is, where is" condition and
Landlord will not be required to make any improvements whatsoever to the Leased
Premises. Notwithstanding the foregoing, Landlord will at its expenses,
-------------------------------------------------------------
construct a demising wall and exit door (including finishing and painting the
-----------------------------------------------------------------------------
side of the wall facing Tenant's leased premises) between Tenant's Leased
-------------------------------------------------------------------------
Premises and the premises of the Adjacent tenant, Medical Protective.
---------------------------------------------------------------------
Initialed and Approved by Tenant:
___________________________
21
EXHIBIT F
---------
AGENCY DISCLOSURE STATEMENT
---------------------------
The following are the only real estate agents and brokers involved in the
leasing transaction between Landlord and Tenant:
Xxxxxxx Realty of Florida Inc. -- Representative of Landlord
Commission to be paid by Landlord.
Xxxxxx Group Inc. -- Representative of Tenant
Commission to be paid by Landlord
Initialed and Approved by Tenant:
_________________________________
22
EXHIBIT G
---------
SPECIAL TERMS
-------------
The following special terms modify and supplement the provisions of the Lease
Agreement between Landlord and Tenant. All capitalized terms used but not
defined in this Exhibit G will have the meanings attributed thereto in the Lease
Agreement.
1. Tenant acknowledges that Suite 100 is currently occupied by another user.
Landlord agrees to notify the existing user of Suite 100 that the space has
been leased to Tenant and that Landlord will grant no renewals whatsoever to
the existing user of Suite 100. As soon as the existing user vacates Suite
100, Landlord will notify Tenant that it is delivering possession of Suite
100 to Tenant. From and after the date of Tenant's receipt of the
aforementioned notice, Tenant will have the right to occupy Suite 100 under
the terms and conditions set forth in this Lease (including, without
limitation, the payment of Base Rent and Excess Expense Payments with
respect to such space). Prior to the date of Tenant's receipt of the
aforementioned noticed, Tenant will not have any obligation hereunder with
respect to Suite 100, including, without limitation, any obligation to pay
Base Rent or Excess Expense Payments with respect to such space.
2. Notwithstanding anything to the contrary contained in (S)12 of the Lease,
Tenant may, without first having to obtain Landlord's consent, sublet the
Leased Premises or assign its interest in this Lease to any successor of
Tenant resulting from a merger, consolidation, sale or acquisition of
Tenant's entire business. Tenant will, however, be required to provide
Landlord with written notice of any such proposed sublease or assignment at
least ten days prior to the effecting of such sublease or assignment.
3. Landlord agrees to use its best efforts to provide Tenant with an
opportunity to lease approximately 15,000 rentable square feet of space in
either the 000 Xxxxxxxxxxxxx Xxxxxxx building (which is under construction
by an affiliate of Landlord) or the 000 Xxxxxxxxxxxxx Xxxxxxx Building
(which is proposed by an affiliate of Landlord). If Landlord (or its
affiliate) and Tenant execute a mutually acceptable lease for approximately
15,000 square feet of space in either the 701 or the 000 Xxxxxxxxxxxxx
Xxxxxxx Buildings, then as of the commencement date under such lease,
Landlord will terminate this Lease as it relates to Tenant's occupancy of
space in the 000 Xxxxxxxxxxxxx Xxxxxxx Building.
If, as of May 1, 1998, there does not exist in the 000 Xxxxxxxxxxxxx Xxxxxxx
Building, the 000 Xxxxxxxxxxxxx Xxxxxxx Building or the 000 Xxxxxxxxxxxxx
Xxxxxxx Building at least 15,000 rentable square feet of vacant and
leaseable space (which, as it relates to the 000 Xxxxxxxxxxxxx Xxxxxxx
Building will include the Leased Premises), then Tenant will have the right
to terminate this lease as of the end of the 12th full month of the Lease
Term by delivering to Landlord on or before May 10, 1998, a written notice
of termination and a cash payment equal to two-thirds of any brokerage
commissions previously paid by Landlord to Xxxxxx Group Inc., Tenant will
have the further right to terminate this Lease effective as of the end of
the 2nd full month of the Lease Term, regardless whether sufficient vacant
space is available in any of the aforementioned three buildings, by
delivering to Landlord on or before May 10, 1998 written notice of
termination to Landlord and a cash payment equal to $56,543.24 (four months
Base Rent), plus two-thirds of any brokerage commissions previously paid by
Landlord to Xxxxxx Group Inc.
Initialed and Approved by Tenant:
_________________________________
23
EXHIBIT H
---------
RADON NOTICE
------------
Notification pursuant to Florida statue 404.056(8):
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 guidelines have been found in buildings in Florida. Additional information
regarding radon and radon testing may be obtained from your county public health
unit."
Initialed and Approved by Tenant:
_________________________________
24
