BUSINESS LEASE
THIS AGREEMENT, entered into this 11th day of February 1998 between
Wedgewood Properties Fl, Inc. hereinafter called the lessor, party of the
first part, and Simplex Medical Systems, Inc. of the County of Broward and
State of Florida hereinafter called the lessee or tenant, party of the second
part:
WITNESSETH, That the said lessor does this day lease unto said lessee,
and said lessee does hereby hire and take as tenant under said lessor Bay B,
C, D or Space 372-374-376 Ansin Blvd., situate in Hallandale, Florida, to be
used and occupied by the lessee as Office and Warehouse and for no other
purposes or uses whatsoever, for the term of Five (5) Years, beginning the 1st
day of April, 1998, and ending the 31st day of March, 2003, at and for the
agreed annual rental of $48,000.00 Plus Sales Tax Dollars, payable as follows:
$4000.00 Plus Sales Tax Per Month.
Landlord agrees to complete all spaces shown on the plan, which has
been delivered to Tenant and agrees to air condition the balance of the space
except for an area of approximately 500 sq.ft. in the north west corner of Bay
D and approximately 500 sq.ft. in the rear of bay B.
At the beginning of this Lease, all other Leases between the parties
and/or their subsidiaries are hereby cancelled. All previously paid Last Month
rent and Security shall be applied toward this Lease.
Tenant shall also have an option to renew this Lease for an
additional period of five (5) years. Notice to exercise said option shall be
given to the Landlord by Certified Mail at least 90 days prior to the
expiration of the first term of this Lease.
Tenant agrees to pay 2/3 of the cost of the water and sewer xxxx for
the building since it occupies 2/3 of the space.
Upon signing of this Lease, Tenant agrees to pay first month's rent
of $2756.00, Security of $4240.00 and Last Month's Rent of $5153.75 (per
attached) for a total of $13,891.44. Tenant has $5194.00 from previous Lease
which will be transferred to this Lease leaving a balance due of $8697.44.
All payments are to be made to the lessor on the first day of each and every
month, but no later than the fifth (5th) of the month, in advance without
demand at the office of Wedgewood Properties FL, Inc. 0000 X.X. 0xx Xxxxxx,
Xxxxxxxxxx XX 00000 or at such other place and to such other person, as the
lessor may from time to time designate in writing.
The following express stipulations and conditions are made a part of this
lease and are hereby assented to by the lessee:
FIRST: The lessee shall not assign this lease, nor sub-let the premises,
or any part thereof nor use the same, or any part thereof, nor permit the
same, or any part thereof, to be used for any other purpose than as above
stipulated, nor make any alterations therein, and all additions thereto,
without the written consent of the lessor, and all additions, fixtures or
improvements which may be made by leesee, except movable office furniture,
shall become the property of the lessor and remain upon the premises as a part
thereof, and be surrendered with the premises at the termination of this
lease.
SECOND: All personal property placed or moved in the premises above
described shall be at the risk of the lessee or owner thereof, and lessor
shall not be liable for any damage to said personal property, or to the lessee
arising from the bursting or leaking of water pipes, or from any act of
negligence of any co-tenant or occupants of the building or of any other
person whomsoever.
THIRD: That the tenant shall promptly execute and comply with all
statutes, ordinances, rules, orders, regulations and requirements of the
Federal, State and City Government and of any and all their Departments and
Bureaus applicable to said premises, for the correction, prevention, and
abatement of nuisances or other grievances, in, upon, or connected with said
premises during said term; and shall also promptly comply with and execute all
rules, orders and regulations of the Southeastern Underwriters Association for
the prevention of fires, at its own cost and expense.
FOURTH: In the event the premises shall be destroyed or so damaged or
injured by fire or other casualty during the life of this agreement, whereby
the same shall be rendered untenantable, then the lessor shall have the right
to render said premises tenantable by repairs within ninety days therefrom. If
said premises are not rendered tenantable within said time, it shall be
optional with either party hereto to cancel this lease, and in the event of
such cancellation the rent shall be paid only to the date of such fire or
casualty. The cancellation herein mentioned shall be evidenced in writing.
FIFTH: The prompt payment of the rent for said premises upon the dates
named, and the faithful observance of the rules and regulations printed upon
this lease, and which are hereby made a part of this covenant, and of such
other and further rules or regulations as may be hereafter made by the lessor,
are the conditions upon which the lease is made and accepted and any failure
on the part of the lessee to comply with the terms of said lease, or any of
said rules and regulations now in existence, or which may be hereafter
prescribed by the lessor, shall at the option of the lessor, work a forfeiture
of this contract, and all of the rights of the lessee hereunder, and thereupon
the lessor, his agents or attorneys, shall have the right to enter said
premises, and remove all persons therefrom forcibly or otherwise, and the
lessee thereby expressly waives any and all notice required by law to
terminate tenancy and also waives any and all legal proceedings to recover
possession of said premises, and expressly agrees that in the event of a
violation of any of the terms of this lease or of said rules and regulations,
now in existence, or which may hereafter be made, said lessor, his agent or
attorneys, may immediately re-enter said premises and dispossess lessee
without legal notice or the institution of any legal proceedings whatsoever.
5.1 If the tenant is in default as defined in Article Fifth and if
the same is not cured by the Tenant immediately upon the notice, if required,
from Landlord as hereinabove provided, then the Landlord, in addition to all
rights and remedies granted under the laws of the State of Florida and this
lease, shall have any or all of the following additional rights:
5.1.1 To re-enter and remove all persons and property from the
Demised Premises, and any such property may be removed and stored in a public
warehouse or elsewhere at the cost of and for the account of Tenant, all
without service of notice or resort to legal process and without being deemed
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guilty of trespass, or becoming liable for any loss or damage which may be
occasioned thereby.
5.1.2 Terminate the Lease and relet the Premises for account of the
Landlord or, within the sole discretion of Landlord, the Demised Premises may
be relet for the account of the Tenant. Landlord may relet the whole or any
part of the Premises for the remainder of such unexpired period of this Lease
or longer for any rental obtainable, giving such concessions of rent, and
making such usual or special repairs, alterations and doing such painting for
any new Tenant as it may in its sole discretion deem advisable. Tenant shall
remain liable for the rent and additional rent, if any, for the balance of the
Lease whether the Premises be relet or not and for all expenses of the
Landlord in re-entering, repossessing, altering, repairing, and re-renting the
Premises. Any suit brought by Landlord to enforce the collection of any
deficiency shall not prejudice Landlord's right to enforce the collection of
any further deficiency for a subsequent period.
5.1.3 If any part of the rent shall remain due and unpaid after the
same shall become due and payable, Landlord shall have the option of declaring
the balance of the entire rent for the entire rental term of this Lease to be
immediately due and payable, and Landlord may then proceed immediately to
collect all of the unpaid rent called for by this Lease by distress or
otherwise, or terminate this Lease should Tenant fail to pay the balance of
the entire rent for the entire rental term. For purposes of this Paragraph,
said balance means the entire rent for the balance of the rental term plus,
for each remaining year of the term of this Lease, and pro rata for any part
of a year, the yearly average of the Adjusted Rental to be paid by the Tenant
for the term of this Lease to the end of the Lease year next preceding the
date of default in the payment of rent by Tenant.
5.2 Tenant agrees to pay all costs and expenses of collection and
reasonable attorney's fees on any part of said rental that may be collected by
an attorney, suit, distress, or foreclosure; and further, in the event that
Tenant fails to promptly and fully perform and comply with each and every
condition and covenant hereunder and the matter is turned over to Landlord's
attorney, Tenant shall pay Landlord a reasonable attorney's fee plus costs,
where necessary, whether suit is instituted or not.
5.3 Tenant hereby expressly waives any and all rights of redemption
granted by or under any present or future laws in the event of Tenant being
evicted or dispossessed for any cause, or in the event of Landlord obtaining
possession of the Demised Premises, by reason of violation by Tenant of any of
the covenants or conditions of this Lease, or otherwise.
SIXTH: If the lessee shall abandon or vacate said premises before the end
of the term of this lease, or shall suffer the rent to be in arrears, the
lessor may, at his option, forthwith cancel this lease or he may enter said
premises as the agent of the lessee, by force or otherwise, without being
liable in any way therefor, and relet the premises with or without any
furniture that may be therein, as the agent of the lessee, at such price and
upon such terms and for such duration of time as the lessor may determine, and
receive the rent therefor, applying the same to the payment of the rent due by
these presents, and if the full rental herein provided shall not be realized
by lessor over and above the expenses to lessor in such re-letting, the said
lessee shall pay any deficiency, and if more than the full rental is realized
lessor will pay over to said lessee the excess of demand.
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SEVENTH: The lessee agrees that he will pay all charges for rent, gas,
electricity or other illumination, and for all water used on said premises,
and should said charges for rent, light or water herein provided for at any
time remain due and unpaid for the space of five days after the same shall
have become due, the lessor may at its option consider the said lessee tenant
at sufferance and immediately re-enter upon said premises and the entire rent
for the rental period then next ensuing shall at once be due and payable and
may forthwith be collected by distress or otherwise. All charges for water,
sewer and electricity shall be paid as additional rent.
EIGHTH: The said Lessee hereby pledges and assigns to the lessor all the
furniture, fixtures, goods and chattels of said lessee, which shall or may be
brought or put on said premises as security for the payment of the rent herein
reserved, and the lessee agrees that the said lien may be enforced by distress
foreclosure or otherwise at the election of the said lessor and does hereby
agree to pay attorney's fees of ten percent of the amount so collected or
found to be due, together with all costs and charges therefore incurred or
paid by the lessor.
NINTH: The lessor, or any of his agents, shall have the right to enter
said premises during all reasonable hours, to examine the same to make such
repairs, additions or alterations as my be deemed necessary for the safety,
comfort, or preservation thereof, or of said building, or to exhibit said
premises, and to put or keep upon the doors or windows thereof a notice "FOR
RENT" at any time within thirty (30) days before the expiration of this lease.
The right of entry shall likewise exist for the purpose of removing placards,
signs, fixtures, alterations, or additions, which do not conform to this
agreement, or to the rules and regulations of the building.
TENTH: Lessee hereby accepts the premises in the condition they are in at
the beginning of this lease and agrees to maintain said premises in the same
condition, order and repair as they are at the commencement of said term,
excepting only reasonable wear and tear arising from the use thereof under
this agreement, and to make good to said lessor immediately upon demand, any
damage to water apparatus, or electric lights or any fixture, appliances or
appurtenances of said premises, or of the building, caused by any act or
neglect of lessee, or of any person or persons in the employ or under the
control of the lessee.
ELEVENTH: It is expressly agreed and understood by and between the
parties to this agreement, that the landlord shall not be liable for any
damage or injury by water, which may be sustained by the said tenant or other
person or for any other damage or injury resulting from the carelessness,
negligence, or improper conduct on the part of any other tenant or agents, or
employees, or by reason of the breakage, leakage, or obstruction of the water,
sewer or soil pipes, or other leakage in or about the said building.
TWELFTH: If the lessee shall become insolvent or if bankruptcy
proceedings shall be begun by or against the lessee, before the end of said
term the lessor is hereby irrevocably authorized at its option, to forthwith
cancel this lease, as for a default. Lessor may elect to accept rent from such
receiver, trustee, or other judicial officer during the term of their
occupancy in their fiduciary capacity without effecting lessor's rights as
contained in this contract, but no receiver, trustee or other judicial officer
shall ever have any right, title or interest in or to the above described
property by virtue of this contract.
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THIRTEENTH: This contract shall bind the lessor and its assigns or
successors, and the heirs, assigns, administrators, legal representatives,
executors or successors as the case may be, of the lessee.
FOURTEENTH: It is understood and agreed between the parties hereto that
time is of the essence of this contract and this applies to all terms and
conditions contained herein
FIFTEENTH: It is understood and agreed between the parties hereto that
written notice mailed or delivered to the premises leased hereunder shall
constitute sufficient notice to the lessee and written notice mailed or
delivered to the office of the lessor shall constitute sufficient notice to
the Lessor, to comply with the terms of this contract.
SIXTEENTH: The rights of the lessor under the foregoing shall be
cumulative, and failure on the part of the lessor to exercise promptly any
rights given hereunder shall not operate to forfeit any of the said rights.
SEVENTEENTH: It is further understood and agreed between the parties
hereto that any charges against the lessor for services or for work done on
the premises by order of the lessee or otherwise accruing under this contract
shall be considered as rent due and shall be included in any lien for rent due
and unpaid.
EIGHTEENTH: It is hereby understood and agreed that any signs or awnings
to be used in connection with the premises leased hereunder shall be first
submitted to the lessor for written approval before installation of same.
Permits from the municipality must also be obtained.
NINETEENTH: At the time of the execution of this Lease, the Lessee shall
deposit the sum of $4240.00 as a security deposit and $5411.44 as last month's
rent, which deposit shall be held by Lessor as security for the faithful
performance by the Lessee of all of the terms, conditions, covenants, promise
and agreements of this Lease. At the end of the term of this Lease, assuming
that the Lessee has faithfully performed all of said Lease as contained in
said Lease and as provided for by applicable law, the Lessee shall be entitled
to the return of the security deposit or any remaining and outstanding
balance, no later than fifteen (15) days after the expiration of the Lease
term or within such longer period of time as may be required for the Lessee to
comply with the terms and conditions of this Lease relative to the return of
the leased premises as provided in Paragraph 12 herein above. The Lessor shall
not be required to pay any interest to Lessee upon said security deposit.
TWENTIETH: The Lessee shall not engage in any activities which cause
damage to the premises or otherwise utilize toxic substances or dangerous
chemicals which might be harmful either to the premises or to licenses or
invites upon said premises.
TWENTY-FIRST: The Lessee shall keep the exterior of the premises
including the parking area located in front of the leased premises, broom
cleaned and free of trash, debris, rubbish or merchandise except to the extent
that it is necessary to receive deliveries of merchandise, in which event the
Lessee shall make provisions for the storage of such merchandise within a
reasonable period of time. There shall be no outside storage except as
provided herein.
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TWENTY-SECOND: In the event that the Lessee's business activities result
in any damage or impairment to the drainage system of the leased premises or
the parking area immediately adjacent thereto, then it shall be the
responsibility of the Lessee to restore and repair such damage promptly and in
a satisfactory manner.
TWENTY-THIRD: Tenant shall acquire and pay for a liability insurance
policy covering Tenant to occupancy and use of their demised premises herein.
Same shall reflect liability coverage of not less than $300,000.00 combined
single limit. Tenant shall furnish Landlord with an endorsement showing the
Landlord as additional named insured on said insurance coverage no later than
seven days of the execution of this Lease.
TWENTY-FOURTH: All payments required under this Lease must be paid by
check drawn on a Florida Bank.
TWENTY-FIFTH: Rent is due on the FIRST (1st) of each and every month. All
payments not received on or before the 5th of the month will be subject to a
10% bookkeeping charge. In the event it becomes necessary for the Landlord to
serve the tenant with a 3-DAY NOTICE, there will be a charge of $50.00 for the
preparation and service of such 3-DAY NOTICE. Such charges shall be billed as
additional rent and shall be due with the next rent payment.
TWENTY-SIXTH: All checks returned by the bank and not paid as shown on
its face will be subject to a 5% penalty as provided for by Florida Law.
TWENTY-SEVENTH: Lessee shall also pay, as additional rent, upon receipt
of the xxxx therefore, its proportionate share of any increases in real estate
taxes, insurance, and assessments over and above the base year of 1997 against
the buildings in which the demised premises form a part, based upon the total
floor area occupied by Lessee. Tenant will also pay monthly 1/12 of the
increased amount due each year toward the following year's tax xxxx.
TWENTY-EIGHTH: The rent in this lease shall be increased at the end of
each lease year by 56.
TWENTY-NINTH: No holes may be put in the walls or exterior of this
building, including roof without express written permission of the Landlord.
THIRTIETH: All air conditioning, garage doors, and electric service,
wiring, etc., will be delivered in good working order, and maintained by the
TENANT and returned to the Landlord in the same condition.
THIRTY-FIRST: Tenant will maintain plate glass insurance, if the space
being rented has plate glass.
THIRTY-SECOND: Tenant shall provide adequate pest control for the type of
business being operated.
THIRTY-THIRD: SUBORDINATION, ESTOPPEL AND QUIET ENJOYMENT. This lease is
and shall be subject and subordinate in all respects to any and all mortgages
and other encumbrances now or hereafter places upon the land or building, or
both, of which the demised premises are a part; and the provision hereof shall
be self-operating.
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THIRTY-FOURTH: WAIVER OF JURY TRIAL. Lessor and lessee hereby knowingly,
irrevocably, voluntarily and intentionally waive any right to a trial by jury
in respect of any action, proceeding, defense or counterclaim based on this
lease agreement, or arising out of, under or in connection with this lease
agreement, or any course of conduct, course of dealing, statements (whether
verbal or written) or actions of any party hereto.
IN WITNESS WHEREOF, the parties hereto have hereunto executed this
instrument for the purpose herein expressed, the day and year above written.
Signed, sealed and delivered in the Presence of:
Wedgewood Properties FL, Inc. Seal
/s/ Xxxxxxx Xxxxxxxxx By: /s/ Xxxx X. Xxxxx, President Seal
As to Lessor Lessor
Simplex Medical Systems, Inc. Seal
/s/ Xxxxxxx Xxxxxxxxx By: /s/ Xxxxx X. Xxxxx Seal
As to Lessee Lessee
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