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EXHIBIT 10.21
[RR LOGO]
OFFICE LEASE
THIS AGREEMENT, dated November 15, 1999, between RSP II ▇▇▇▇▇▇▇ BANK
PLAZA, LTD., a Florida limited partnership ("Landlord") and Global Medical
Products, Inc., a Georgia corporation ("Tenant").
W I T N E S S E T H:
Landlord leases to Tenant and Tenant leases from Landlord certain space
in the SouthTrust Tower, the address of which is One East Broward Blvd., Suites
1731 to 1737, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the "Building"), the premises being
more particularly identified on the floor plan attached hereto as Exhibit "A"
(the "Premises"), subject always to the terms and condition hereof, to wit:
1. TERM. SEE EXHIBIT "E", LEASE ADDENDUM
2. USE. The Premises shall be used for general offices and for no
other purpose. Tenant shall not use or permit the use of the Premises for any
purpose which is illegal or which creates a nuisance.
3. RENT.
(a) Tenant agrees to pay Landlord during the full term of
this Lease the monthly base rent specified in the Schedule of Basic
Lease Terms, each payment of rent being due on the first day of each
calendar month, in advance, with no offset, claim or deduction. The
first full month's rent shall be due and payable on the date of
execution hereof. The monthly base rent shall be adjusted from time to
time as provided in the Schedule of Basic Lease Terms.
(b) Tenant agrees to pay Landlord its proportionate share
of the total Operating Expenses of the Building and its amenities for
each calendar year during the term hereof as provided in the Schedule
of Basic Lease Terms. The term "Operating Expenses" shall mean all of
the Landlord's costs and expenses incurred in operating, maintaining,
repairing and managing the Building and the lands and facilities
serving it, as determined by standard accounting practices, including
by way of illustration and not limitation all insurance premiums,
landscaping, repair and maintenance expenses, expenditures for normal
replacement of personalty and equipment serving the Building, the cost
of licenses and permits, costs of personnel employed in the operation
and
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management of the Building and their related benefits, reasonable
management fees and, when provided by Landlord, charges for utilities,
cleaning and janitorial services. Operating Expenses shall not include
depreciation, the costs incurred by Landlord for repairs or
replacements caused by casualty or condemnation and interest and
principal payments on mortgages. If the Building is not fully occupied
during a period for which Operating Expenses are to be determined, then
Operating Expenses shall be adjusted for such period to that amount
which they would have been had the Building been fully occupied based
on Landlord's reasonable estimate.
(c) Tenant also agrees to pay to Landlord its
proportionate share of Taxes levied and assessed upon the Building and
its amenities for each calendar year or portion thereof during the
term. The term "Taxes" shall include all ad valorem real and personal
property taxes levied and assessed against the Building, the property
upon which it is located and all personalty used by the Landlord in the
use, operation and management thereof, together with all costs and
fees, if any, incurred by Landlord in engaging consultants, agents
and/or attorneys to contest or reduce Taxes.
(d) Tenant's proportionate share of such Operating
Expenses and Taxes (as provided above) is payable as follows:
(i) On the first day of each calendar month of
the Lease term, Tenant shall pay to Landlord the amount
estimated by Landlord to be Tenant's monthly proportionate
share.
(ii) Within 120 days following the end of each
calendar year, Landlord shall furnish with a statement or
statements covering the year just expired showing the
Operating Expenses and Taxes, the amount of Tenant's
proportionate share of the excess thereof for such year and
the payments made by Tenant with respect to such year. If
Tenant's proportionate share is less than Tenant's payments so
made, Tenant shall be entitled to a credit of the difference,
or if such share is greater than Tenant's payments, Tenant
shall pay to Landlord the deficiency within thirty (30) days
after receipt of such statement. At Landlord's option,
statements may be rendered separately for Tenant's
proportionate share of Taxes and Operating Expenses.
(iii) The proportionate share of such Operating
Expenses and Taxes for the calendar year in which termination
of this Lease occurs shall be adjusted by Landlord upon
termination based upon its actual and anticipated experience
for the year of termination (extended for the full year),
prorated to the date of termination. Tenant shall pay its
proportionate share of such Operating Expenses and Taxes based
on such adjustments within thirty (30) days from billing
notwithstanding the termination hereof.
(e) Tenant shall pay all sales and use taxes levied or
assessed against the sums due hereunder as and when said taxes are due.
(f) All sums due under this Lease shall be payable in
United Sates Dollars in Jacksonville, ▇▇▇▇▇ County, Florida, at the
address designated for rent payments in the Schedule of Basic Lease
Terms, or at such other address as Landlord shall hereafter designate
by written notice to Tenant. If any payment due under this Lease is not
paid within ten (10) days after its due date, Tenant agrees to pay a
late charge equal to six percent of the amount of the then outstanding
balance due Landlord and a similar charge on the first day of each
succeeding month imposed on the amount that then remains unpaid
(including prior unpaid late charges). Payment by Tenant or receipt by
Landlord of a lesser amount than the amount then due from Tenant shall
be deemed to be payment on account of late charges, interest and then
the earliest sums due hereunder, and no endorsement or statement of any
check or any letter accompanying any payment shall result in an accord
and satisfaction. Landlord's acceptance of such lesser payment shall be
without prejudice to the exercise by Landlord or any right or remedy
hereunder.
(g) For purposes Of Section 467 of the Internal Revenue
Code, as amended, rents and other payments due hereunder shall be
allocated as income or deduction, as the case may be, on the basis of
when the particular rent or other payment is received by Landlord.
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4. SERVICES. The Building's normal business hours are from 7:00
A.M. to 7:00 P.M., Mondays through Fridays and 7:00 A.M. to 1:00 P.M. on
Saturdays, exclusive of usual holidays. The interruption of services resulting
from causes beyond Landlord's reasonable control shall not be deemed a default
thereunder nor be construed as an eviction, nor work an abatement of rent, nor
relieve Tenant from any obligation hereunder. If Tenant shall require any air
conditioning, electrical or other service outside of the Building's normal
business hours or in excess of the standard for the Building, Tenant will advise
Landlord of such requirement and shall pay the cost of such additional service
(including installation, operation, maintenance and any increase in insurance
expense resulting therefrom).
5. SIGNAGE. No signage visible from outside the Premises shall
be used by or placed upon the Premises or the Building by Tenant without
Landlord's prior written approval.
6. CARE OF THE PREMISES. Tenant shall keep the Premises in good,
clean and sanitary condition, making all needed repairs promptly. Tenant shall
not commit or permit any waste to the Premises. Tenant shall promptly repair any
damage done to Premises and to the Building, or any part thereof, including
replacement of damaged portions or items, caused by Tenant or Tenant's agents,
employees, invitees, or visitors. All such work or repairs by Tenant shall be
effected in compliance with all applicable laws. If Tenant fails to make such
repairs or replacements promptly, Landlord may, at its option, make the repairs
or replacements, and Tenant shall pay the cost thereof to the Landlord within
ten (10) days of Landlord's demand therefor. Tenant shall not make or allow to
be made any alterations to or install any vending machines on the Premises,
without the prior written consent of Landlord. Any and all alterations to the
Premises shall become the property of Landlord upon termination of this Lease
(except for movable equipment or furniture owned by Tenant). Landlord may,
nonetheless, require Tenant to remove any and all fixtures, equipment and other
improvements installed on the Premises. If Tenant fails to do so, Landlord may
remove the same and Tenant agrees to pay Landlord on demand the cost of making
repairs to the Premises caused by such removal. Tenant shall not use or permit
the use of the Premises for the generation, storage, treatment, use,
transportation or disposal of any chemical, material, or substance which is
regulated as toxic or hazardous or exposure to which is prohibited, limited, or
regulated by any federal, state, county, regional, local or other governmental
authority or which, even if not so regulated, may or could pose a hazard to the
health and safety of the other tenants and occupants of the Landlord's property
or adjacent property. If any such chemical, material or substance is used upon
the Premises in the ordinary course of Tenant's permitted business, Tenant shall
not use such chemical, material or substance in a hazardous manner. In the event
of any use in violation of this provision Tenant will remove, or cause to be
removed, such material at its own expense, and will indemnify Landlord for any
loss or expense, including reasonable attorney fees, it suffers as a result of
the violation. Tenant's liability for such indemnification is not limited by any
exculpatory provision in this Lease, and shall survive any cancellation or
termination of this Lease or transfer of Landlord's interest in the Premises.
7. PARKING. SEE EXHIBIT "E", LEASE ADDENDUM
8. LAWS AND REGULATIONS. Tenant agrees to comply with all
applicable laws, ordinances, rules and regulations of any governmental authority
having jurisdiction of the premises or Tenant's use thereof and the Building
Rules and Regulations and such other nondiscriminatory rules as are published
from time to time by Landlord for operation of the Building and the facilities
serving it; provided that Tenant shall not be obligated to make improvements to
the Premises.
9. ENTRY BY LANDLORD. Landlord may enter into and upon any part
of the Premises at all reasonable hours (and in emergencies at all time) to
inspect the condition, occupancy or use thereof, or to show the Premises to
prospective purchasers, mortgagees, tenants or insurers, or to clean or make
repairs, alterations or additions thereto, and Tenant shall not be entitled to
any abatement or reduction of rent by reason thereof.
10. ASSIGNMENT AND SUBLETTING. Tenant shall not assign, sublease,
transfer, pledge, or encumber this Lease or any interest therein without
Landlord's prior written consent, which consent shall not be unreasonable
refused. For purposes hereof the transfer of all or a controlling interest in
Tenant shall be deemed an assignment of this Lease. Any attempted assignment,
sublease or other transfer or encumbrance by Tenant in violation of the terms
and convenants of this paragraph shall be void. Should Tenant desire to assign
or sublet the Premises (or any portion thereof) Tenant shall notify Landlord in
writing and furnish to Landlord the name and address of the proposed assignee or
subtenant together with a narrative of the business in which the Tenant is
engaged, financial statements for the immediate prior three (3) year and the
proposed agreement of assignment or sublease. Within fifteen (15)
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business days of the furnishing of such notice and other items Landlord shall
either (1) approve the request; (2) deny the request, stating with such denial
the reasons therefor, or (3) agree to sublet the Premises (or portion thereof)
from Tenant for the balance of the term of this Lease, on the same terms and
conditions as stated in the proposed agreement of assignment or sublease, in
which latter event Tenant shall enter into the said agreement with Landlord as
provided in the proposed agreement theretofore furnished to Landlord within
thirty (30) days thereafter. Landlord shall be entitled to all consideration in
excess of the rents due hereunder given by the assignee or subtenant to the
Tenant for the assignment or subletting, including without limitation rent
overages, and no assignment or subletting shall relieve Tenant of any obligation
hereunder. Landlord's consent to a particular assignment, subletting, transfer,
pledge or encumbrance shall not obviate the necessity for Landlord's consent to
any future assignment, subletting, transfer, pledge or encumbrance, Landlord
retaining the right to consent to each and every of same.
11. MECHANICS LIENS. The Landlord's interest in the Premises is
not and shall not be subject to liens for improvements made by Tenant. Tenant
agrees to notify every person making improvements to the Premises of the
provisions of this paragraph, and Tenant's failure to do so shall be a default
hereunder. Tenant will not permit any mechanic's lien to be filed against the
Premises or the Building. In the event any such lien is claimed against the
Premises or Building because of work done for or materials furnished to Tenant,
then Tenant shall promptly cause same to be discharged. If Tenant fails to do so
within ten (10) days after demand, then, in addition to any other right or
remedy of Landlord, Landlord may, discharge the same. Any amount paid by
Landlord for any of the aforesaid purposes and Landlord's reasonable attorneys'
fees shall be paid by Tenant to Landlord upon demand. At Landlord's request
Tenant shall execute a memorandum of lease containing these provisions in order
to protect Landlord's estate against such liens.
12. INDEMNITY; INSURANCE. Subject to the provisions of Section 13
below, Tenant shall indemnify and hold Landlord harmless from all claims for
personal injury and/or property damages occurring in or about the Premises or
arising from Tenant's use or occupancy thereof or occasioned in whole or in part
by any act or omission of Tenant, its agents, contractors and employees. Tenant
shall maintain a policy or policies of comprehensive general liability insurance
satisfactory in all respects to Landlord, and casualty and extended coverage
insurance insuring the full replacement value of all Tenant's fixtures and
personalty. All policies shall name Landlord as an additional insured, with the
premiums thereon fully paid by Tenant on or before their due date. The liability
insurance policy shall afford minimum protection of not less than $1,000,000
combined single limit coverage of bodily injury, property damage or combination
thereof. Prior to its occupancy of the Premises and from time to time thereafter
as requested by Landlord, Tenant shall furnish to Landlord certificates of the
insurers providing the insurance required hereby certifying that such coverages
are in full force and effect and that all premiums therefor have been paid.
Landlord agrees to maintain a policy or policies, in adequate amounts, of
comprehensive general liability insurance for the Building, including, without
limitation, comprehensive liability for water damage and similar consequential
damages to the Premises or to Tenant's personalty, in adequate amounts.
13. WAIVER OF SUBROGATION. Landlord and Tenant waive any and all
rights of recovery, claim, action, or cause of action, against the other, its
agents, officers, or employees, for any loss or damage that may occur to the
Premises or the Building or any personal property therein, by reason of fire,
the elements, or any other cause(s) which are insured against under the terms of
insurance policies, regardless of cause or origin, including negligence of the
other party hereto, its agents, officers, contractors, or employees. Each party
agrees to obtain a waiver of subrogation endorsement on its insurance policies.
14. CASUALTY DAMAGE. If the Premises or any part thereof is
damaged by fire or other casualty, Tenant shall give prompt written notice
thereof to Landlord. If the Building shall be so damaged that substantial
alteration or reconstruction of the Building shall, in Landlord's sole opinion,
be required (whether or not the Premises shall have been damaged by such
casualty) or in the event any mortgagee of Landlord should require that the
insurance proceeds payable as a result of a casualty be applied to the payment
of the mortgage debt, or in the event of any material uninsured loss to the
Building, Landlord may, at its option, terminate this Lease by notifying Tenant
in writing of such termination within ninety (90) days after the date of such
damage. If Landlord does not elect to terminate this Lease, Landlord shall
commence and proceed with reasonable diligence to restore the Building to
substantially the same condition in which it was immediately prior to the
happening of the casualty. When the Building has been restored by Landlord
(including the work done by Landlord in the Premises as "Landlord's Work" under
the Work Letter attached hereto as Exhibit "B"), Tenant shall complete the
restoration of the Premises and the replacement of Tenant's furniture and
equipment. Landlord shall not be liable for any inconvenience or annoyance to
Tenant or injury to the business of Tenant resulting in any way from such damage
or the repair thereof, except that, subject to the provisions of the next
sentence, Landlord shall allow Tenant a fair diminution of base rent and
Operating Expenses during the time and to the extent the Premises are
untenantable. If the Premises or any other portion of the Building be damaged by
fire or other casualty resulting from the fault or negligence of Tenant or any
of Tenant's agents, employees, or invitees, the rent hereunder shall not be
diminished during the repair of such damages.
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15. CONDEMNATION. If the whole or substantially the whole of the
Building or the Premises should be taken for any public or quasi-public use, by
right of eminent domain or otherwise, or if it should be sold in lieu of
condemnation, then this Lease shall terminate as of the date when physical
possession of the Building or the Premises is taken by the condemning authority.
If less than the whole or substantially the whole of the Building or the
Premises is thus taken or sold, Landlord (whether or not the Premises are
affected thereby) may terminate this Lease by giving written notice thereof to
Tenant, in which event this Lease shall terminate as of the date when physical
possession of such portion of the Building or Premises is taken by the
condemning authority. If this Lease is not so terminated upon any such taking or
sale, the base rental and Operating Expenses payable hereunder shall be
diminished by an equitable amount, and Landlord shall, to the extent Landlord
deems feasible, restore the Building and the Premises to substantially their
former condition, but such work shall not exceed the scope of the work done by
Landlord in originally constructing the Building, including the Landlord's Work
required to be done in the Premises by the Work Letter, nor shall Landlord in
any event be required to expend for such work an amount in excess of the amount
received by Landlord as compensation for such damage. All amounts awarded upon a
taking of any part or all of the Building or the Premises shall belong to
Landlord and Tenant shall not be entitled to an expressly waives any claim to
such compensation. Tenant shall however be entitled to make a separate claim for
its trade fixtures, personalty and relocation expenses.
16. RELEASE FROM LIABILITY FOR DAMAGES ARISING FROM CERTAIN
CAUSES. Except to the extent of the insurance coverage maintained by the
Landlord, the Landlord shall not be liable to Tenant and Tenant hereby releases
Landlord of all liability for loss or damage to any property or person
occasioned by theft, fire, act of God, public enemy, injunction, riot, strike,
insurrection, war, court order, requisition, or order of governmental body or
authority or by any other cause beyond the control of Landlord, and from
liability for water damage and similar consequential damages to the Premises or
to Tenant's personalty from any cause whatsoever.
17. DEFAULT; REMEDIES.
(a) It shall be a default hereunder if (i) Tenant shall
fail to pay any rent or other sums of money within ten (10) days after
the same is due and fails to cure the same within 10 days after receipt
of written notice of the same; (ii) Tenant shall fail to comply with
any other provision of this Lease or any other agreement between
Landlord and Tenant and fails to cure the same within thirty (30) days
after written notice of the same; (iii) the leasehold hereunder demised
shall be taken on execution or other process of law in any action
against Tenant; (iv) Tenant shall fail to promptly take possession of,
open for and continuously operate its business in the Premises when the
Premises are delivered to it and thereafter during the term hereof (it
being intended that a vacating by Tenant shall be a default hereunder);
(v) Tenant shall become insolvent or unable to pay its debts as they
become due, or Tenant notifies Landlord that it anticipates either
condition; (vi) Tenant takes any action to, or notifies Landlord that
Tenant intends to file a petition under any section or chapter of the
National Bankruptcy Act, as amended, or under any similar law or statue
of the United States or any State thereof; or a petition shall be filed
against Tenant under any such statute or Tenant or any creditor of
Tenant notifies Landlord that it knows such a petition will be filed or
Tenant notifies Landlord that it expects such a petition to be filed;
or (vii) a receiver or trustee shall be appointed for Tenant's
leasehold interest in the Premises or for all or a substantial part of
the assets of Tenant.
(b) Upon the happening of any such events, Landlord may
(i) cancel and terminate this Lease and dispossess Tenant; (ii)
terminate the possession of Tenant hereunder and declare all amounts
and rents due under this Lease for the remainder of the existing term
to be immediately due and payable, and thereupon all rents and other
charges due hereunder to the end of the initial term or any renewal
term, if applicable, shall be accelerated (in which event Tenant shall
be liable to Landlord in damages for the unpaid rentals and other
charges and the excess of the amounts thereafter due hereunder over the
fair rental value of the Premises over the remaining term, plus the
estimated cost of new leasehold improvements and fixturing for another
tenant); (iii) enter and repossess the Premises and relet the Premises
for Tenant's account, holding Tenant liable in damages for all expenses
incurred in any such reletting and for any difference between the
amount of rent received from such reletting, and that due and payable
under the terms of this Lease; or (iv) enter upon the Premises and do
whatever Tenant is obligated to do under the terms of this Lease and
Tenant agrees to reimburse Landlord on demand for any expenses which
Landlord may incur
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in effecting compliance with Tenant's obligations under this Lease and
Tenant further agrees that Landlord shall not be liable for any damages
resulting to the Tenant from such action).
(c) All such remedies of Landlord shall be cumulative,
and in addition, Landlord may pursue any other remedies that may be
permitted by law or in equity. Forbearance by Landlord to enforce one
or more of the remedies herein provided upon an event of default shall
not be deemed or construed to constitute a waiver of such default.
18. PEACEFUL ENJOYMENT. Tenant shall, and may peacefully have,
hold and enjoy the Premises against all persons claiming by, through or under
Landlord, subject to the other terms hereof, provided that Tenant pays the rent
and other sums herein required to be paid by Tenant and performs all of Tenant's
covenants and agreements herein contained.
19. RELOCATION. Landlord at its option may request Tenant to
relocate from the Premises to comparable space and location (a "Relocation
Space") within the Building. Landlord shall furnish Tenant reasonable written
notice (not to exceed ninety (90) days) of Landlord's request with respect to
such relocation. If approved by Tenant, any such relocation shall be entirely at
the expense of Landlord. From and after the date of such relation the term
"Premises" shall refer to the Relocation Space into which Tenant has been moved,
rather than to the original premises as herein defined, and Tenant's
proportionate share shall thereupon be equitably adjusted.
20. HOLDING OVER. In the event of holding over by Tenant without
Landlord's written consent Tenant shall pay rent equal to twice the applicable
base rent plus other sums due from time to time hereunder (including Tenant's
proportionate share of Operating Expenses and Taxes). Possession by Tenant after
the expiration of this Lease shall not be construed to extend its term. Tenant
shall be responsible for all damages suffered by Landlord on account of any such
holding over.
21. ATTORNMENT; SUBORDINATION; AND ESTOPPEL CERTIFICATES. Tenant
will attorn to any purchaser or mortgagee of the Building from and after the
acquisition thereof by such purchaser or mortgagee. This Lease is and shall be
subject and subordinate to any mortgage, deed of trust or other lien created by
Landlord, whether presently existing or hereafter arising, upon the Premises, or
upon the Building, and to any renewals, refinancing and extensions thereof, but
Tenant agrees that any such mortgagee shall have the right at any time to
subordinate such mortgage, deed of trust or other lien to this Lease on such
terms and subject to such conditions as such mortgagee may deem appropriate in
its discretion. Tenant agrees that it will from time to time upon request by
Landlord execute and deliver to such persons as Landlord shall request a
statement in recordable form certifying that this Lease is unmodified and in
full force and effect (or if there have been modification, that the same is in
full force and effect as so modified), stating the dates to which rent and other
charges payable under this Lease have been paid, stating that Landlord is not in
default hereunder (or if Tenant alleges a default stating the nature of such
alleged default) and further stating such other ▇▇▇▇▇▇ as Landlord or its
mortgagee shall reasonably require.
22. ATTORNEYS' FEES. Tenant agrees that Tenant will pay, in
addition to the rents and other sums agreed to be paid hereunder, all collection
and court costs incurred by Landlord and Landlord's reasonable attorneys' fees
incurred for the enforcement of Landlord's rights under this Lease. If suit be
brought the prevailing party shall be entitled to recover from the other the
prevailing party's costs, including reasonable attorneys' fees, whether such
fees and costs be incurred at trial, on appeal, in bankruptcy proceedings or
otherwise.
23. NO IMPLIED WAIVER. The failure of Landlord to insist any time
upon the strict performance of any covenant or agreement or to exercise any
option, right, power or remedy contained in this Lease shall not be construed as
a waiver or a relinquishment thereof for the future. No payment by Tenant or
receipt by Landlord of a lesser amount that the monthly installment of rent due
under this Lease shall be deemed to be other than on account of the earliest
rent due hereunder, nor shall any endorsement or statement on any check or any
letter accompanying any check or payment as rent be deemed an accord and
satisfaction, and Landlord may accept such check or payment without prejudice to
Landlord's right to recover the balance of such rent or pursue any other remedy
in this Lease provided.
24. PERSONAL LIABILITY. The liability of Landlord to Tenant for
any default by Landlord under the terms of this Lease shall be limited to the
interest of Landlord in the Building and any insurance policies and proceeds and
Tenant agrees to look solely to Landlord's interest in the Building and
insurance policies and proceeds for the recovery of any judgment from the
Landlord, it being intended that Landlord shall not be personally liable for any
judgment or deficiency.
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25. SECURITY DEPOSIT. Tenant has deposited with Landlord the sum
specified as a Security Deposit in the Rent Schedule, which sum shall be
retained by Landlord without interest as security for Tenant's faithful
performance of this Lease. Landlord may commingle the security deposit with
Landlord's other funds and Landlord may, from time to time, without prejudice to
any other remedy, use the security deposit to the extent necessary to make good
any arrearage of rent or to satisfy any other covenant or obligation of Tenant
hereunder. Following any such application of the security deposit, Tenant shall
pay to Landlord on demand the amount so applied in order to restore the security
deposit to its original amount or, following termination of this Lease, return
the balance of the security deposit after any such application. If Landlord
transfers it interest in the Premises during the term of this Lease, Landlord
may assign the security deposit to the transferee and thereafter Landlord shall
have no further liability for the return of such Security Deposit.
26. NOTICE. All notices shall be in writing, and shall be deemed
given when deposited in the United States certified mail, postage prepaid
(return receipt requested), or when deposited with a reputable overnight
courier, addressed to the party to be notified at the address stated in the
Schedule of Basic Lease Terms, or by delivering the same in person to such
party. Notice to Tenant may also be effectuated by delivery to the Premises. Any
notice given or delivered by other means shall not be effective.
27. SEVERABILITY. If any term or provision of this Lease, or the
application thereof to any person or circumstance shall, to any extent, be
invalid or unenforceable, the remainder of this Lease, or the application of
such term or provision to persons or circumstances other than those as to which
it is held invalid or unenforceable, shall not be affected thereby, and each
term and provision of this Lease shall be valid and enforced to the fullest
extent permitted by law.
28. TIME OF PERFORMANCE. Except as expressly otherwise herein
provided time is of the essence of this Lease.
29. RADON. 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. Landlord makes no representation or warranty
with respect to the presence or absence of radon in or about the Property other
than that Landlord has no actual knowledge or notice of radon emissions in or
about the Property which exceed the State of Florida or federal government safe
standards.
30. COMMISSIONS. Tenant represents that it has not dealt with any
real estate broker or salesman in connection with this Lease except CB ▇▇▇▇▇▇▇
▇▇▇▇▇, INC. ("Broker"), whose commission shall be paid by Landlord, and
("Co-Broker") whose share of the commission will be paid by the Broker.
Tenant has dealt with no other person which would create any liability for the
payment of a commission by the Landlord, and if any other person claims a
commission, Tenant shall indemnify and hold harmless from liability therefor,
including without limitation, the costs of defense of such claim and the fees
and costs of Landlord's attorney.
31. LANDLORD'S LIEN. Tenant hereby grants to Landlord a lien and
security interest on all property of Tenant now or hereafter placed in or upon
the Premises, and such property shall be and remain subject to such lien and
security interest of Landlord for payment of all rent and other sums agreed to
be paid by Tenant herein. The provisions of this paragraph relating to such lien
and security interest shall constitute a security agreement under and subject to
the Uniform Commercial Code of the State of Florida so that Landlord shall have
and may enforce a security interest on all property of Tenant now or hereafter
placed in or on the Premises, in addition to and cumulative of the Landlord's
lien and rights provided by law or by the other terms and provisions of this
Lease. Tenant agrees to execute as debtor such financing statement or statements
and such other documents as Landlord may now or hereafter request in order to
protect or further prefect Landlord's security interest.
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32. EXHIBITS. The following exhibits are attached hereto and
incorporated herein and made a part of this Lease for all purposes:
Exhibit Name
"A" Floor Plan
"B" Work Letter
"C" Rent Schedule
"D" Rules and Regulations
"E" Lease Addendum
"F" Authorization Letter
The Authorization Letter attached as Exhibit "F", if included, contains the
names of persons authorized to bind Tenant for all matters related to this
Lease, amendments thereto and Tenant's use and occupancy of the premises.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease in
multiple original counterparts as of the day and year first above written.
Executed in the Presence of: LANDLORD:
RSP II ▇▇▇▇▇▇▇ BANK PLAZA, LTD.
By: The Regency Group, Inc., its Agent
By:
------------------------------------- ------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
------------------------------------- Vice President
Dated as to Landlord:
------------------
Executed in the Presence of: TENANT:
GLOBAL MEDICAL PRODUCTS, INC.
A Georgia corporation
By:
------------------------------------- -----------------------------------
Name: ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------
Title: President
Dated as to Tenant:
--------------------
9
EXHIBIT "A"
FLOOR PLAN
10
EXHIBIT "B"
WORK LETTER
It is agreed that Landlord will complete construction of the Premises
("Premises") leased by Landlord to Tenant in that certain Lease Agreement (the
"Lease") of even date herewith to which a copy of this Work Letter is attached
in accordance with the following:
(1) The executed lease document and final working drawings and
specifications of materials relating to all improvements (the
"Improvements") that Tenant desires to be installed in the Premises
shall be submitted to Landlord no later than , 199 . Landlord
shall have days from receipt of final approved working drawings to
complete construction. Such drawings and the specifications of
materials shall be subject to approval by Landlord.
(2) Landlord's general contractor shall perform the construction of all
Improvements in accordance with the working drawings and specifications
approved by Landlord.
(3) If Tenant requests any changes in the approved plans and specifications
for the Improvements, Tenant shall present Landlord with revised plans
and specifications. If Landlord approves such changes, Landlord shall
incorporate such changes in the Improvements; Landlord, however, may
require prior to proceeding with any changes, additional cash advances
against the Tenant's Costs in the event Landlord determines that
Tenant's proposed changes will increase the amount of such costs.
(4) If Tenant requests changes in the approved plans and specifications for
the Improvements and if such changes shall delay the work to be
performed hereunder, or if Tenant shall otherwise delay the completion
of said work, then, notwithstanding any provision to the contrary in
the Lease, Tenant's obligation to pay rent hereunder shall nevertheless
commence on the date that the Lease Term would have otherwise commenced
had Tenant not delayed the work.
(5) All terms herein used shall have the same meaning as when used in the
Lease.
Executed in the Presence of LANDLORD:
By:
---------------------------------- ---------------------------
Name:
---------------------------------- --------------------------
Title:
------------------------
Dated as to Landlord:
Executed in the Presence of TENANT:
By:
---------------------------------- ---------------------------
Name:
---------------------------------- --------------------------
Title:
------------------------
Dated as to Landlord:
11
EXHIBIT "C"
SCHEDULE OF BASIC LEASE TERMS
FOR FULL SERVICE TENANT
A. The monthly base rent payable in advance on the first day of each month
during the term hereof is:
1. For each of the first________months, the sum of $__________; or
$__________________ per rentable square foot annually.
2. For each of the next succeeding___________ months, the sum of
$________________ ; or $_______________ per rentable square foot annually.
3. For each of the next succeeding___________ months, the sum of
$________________ ; or $_______________ per rentable square foot annually.
3. For each of the next succeeding___________ months, the sum of
$________________ ; or $_______________ per rentable square foot annually.
3. For each of the next succeeding___________ months, the sum of
$________________ ; or $_______________ per rentable square foot annually.
The term of the Lease shall end on the last day of the 60th month
following Commencement Date. For purposes hereof a month shall be deemed to mean
a full calendar month and the adjustments shall be made as of the first day of a
calendar month. Rent for the first month of the term, if not a full month, shall
be prorated on a daily basis as of the Commencement Date. For example, if the
Commencement Date is on the 15th day of a particular month and an adjustment is
to be made after the 12th month of the term, rent for the month in which the
Commencement Date occurs shall be prorated on the basis of 16/30ths, and the
subsequent rent adjustment shall be made as of the first day following the 12th
full calendar month next succeeding the Commencement Date. Similarly the end of
the term of the Lease shall be deemed to be the last day of the last full
calendar month of the term. Thus in a twelve month lease commencing December 15,
the final day of the term will be December 31 of the following year.
B. The Building's square footage is 332,568 rentable square feet, of
which _______ square feet of usable square feet is to be occupied by Tenant as
the Premises. The ratio of rentable square footage to usable square footage in
the Building is presently 1.165 (the "Factor"), which results in a rentable
square footage in the Premises of_______________.
C. Tenant's proportionate share of Operating Expenses and Taxes will be
calculated by dividing the number of rentable square feet in the Premises by the
number of rentable square feet in the Building. Tenant's proportionate share may
change each year based on changes in the Factor. Tenant agrees to pay its
proportionate share of (i) Operating Expenses in excess of $ 1999 actuals per
annum (the "Operating Expense Base"), the Operating Expense Base being estimated
to be approximately $6.42 per rentable square foot per annum, and (ii) Taxes in
excess of $ 1999 actuals per annum (the "Tax Base"), the Tax Base being
estimated to be approximately $2.43 per rentable square foot per annum.
D. The terms "rentable" and "usable" square footage (or area) shall
have the meanings ascribed to them by the Building Owners and Managers
Association International as the "American National Standard", as amended,
modified so as to include within rentable area not only the tenant's prorata
portion of the common and service areas on the floor on which the Premises is
located, but also its prorata portion of the common and service areas serving
the Building generally (such as, by way of example, lobbies, loading docks,
connecting tunnels and corridors, mechanical rooms, janitorial closets,
electrical and telephone closets, vending areas and the like). For purposes of
this Lease the rentable area of the Premise, if a full floor, is the rentable
area of that floor plus a proportionate part of the common and
12
service areas serving the Building generally. If the Premises are not a full
floor the rentable area of the Premises is determined by multiplying the usable
area of the Premises as determined by Landlord by the Factor.
E. The security deposit required by paragraph 25 of the Lease is
$_____________________.
F. Rent and other sums due under this Lease shall be payable to
RSPII ▇▇▇▇▇▇▇ Bank Plaza, by maul at ▇▇▇▇▇▇▇ Bank Plaza Rent, GECRG/Windy City
Holdings, Inc., Lock Box #277003, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇. For purposes of notice
the address of Landlord is the foregoing address and the address of Tenant is
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ , ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
13
EXHIBIT "D"
BUILDING RULES AND REGULATIONS
1. No sign, picture, advertisement, or notice shall be displayed by Tenant
on any part of the Demised Premises or the Building unless the same is
first approved by Landlord. Any such sign, picture, advertisement, or
notice approved by Landlord shall be painted or installed for Tenant by
Landlord at Tenant's expense. No awnings, curtains, blinds, shades, or
screens shall be attached to or hung in, or used in connection with,
any window or door of the Demised Premises without the prior written
consent of the Landlord and including approval by the Landlord of the
quality, type, design, color and manner attached.
2. Tenant agrees that its use of electrical current shall never exceed the
capacity of existing feeders, risers or wiring installation. Any
additional electrical wiring shall be done by Landlord's electrician or
supervised by such electrician, and Tenant shall bear the expense of
such additional materials and installation.
3. The Tenant shall not do or permit to be done in or about the Demised
Premises or said Building anything which shall increase the rate of
insurance on said Building or its property, or obstruct or interfere
with the rights of other tenants of Landlord or annoy them in any way,
including, but not limited to, using any musical instrument, making
loud or unseemly noises, or singing, etc., nor use the Demised Premises
for sleeping, lodging, or cooking by any person at any time except with
permission of Landlord. Tenant will be permitted to use for its own
employees within its Premises a conventional coffee-maker. No vending
machines of any kind will be installed, permitted or used on any part
of the Demised Premises. No part of said Building shall be used for
gambling, immoral, or other unlawful purposes. No intoxicating beverage
shall be sold or used in said Building without prior written consent of
the Landlord. No area outside of the Demised Premises shall be used for
storage purposes at any time.
4. No bicycles, vehicles or animals of any kind shall be brought into said
Building or kept in or about the Premises.
5. The sidewalks, entrances, passages, corridors, halls, elevators and
stairways shall not be obstructed by Tenant or used for any purpose
other than those for which same were intended as ingress and egress. No
window shall be covered or obstructed by Tenant. Toilets, wash basins,
and sinks shall not be used for any purpose other than those for which
they were constructed, and no sweepings, rubbish, or other obstructing
substances shall be thrown therein.
6. No additional lock, latch or bolt of any kind shall be placed upon any
door or any changes be made in existing locks or mechanism thereof
without written consent of Landlord. At the termination of this Lease,
Tenant shall return to Landlord all keys furnished to Tenant by
Landlord, or otherwise procured by Tenant, and in the event of loss of
any keys so furnished, Tenant shall pay to Landlord the cost thereof.
7. Landlord shall have the right to prescribe the weight, position and
manner of installation of heavy articles such as safes, machines, and
other equipment which Tenant may use in the Demised Premises. No safes,
furniture, boxes, large parcels, or other kind of freight shall be
taken to or from the Demised Premises or allowed in any elevator, hall
or corridor at any time except by permission of and at times allowed by
Landlord. Tenant shall make prior arrangements with Landlord's Building
Superintendent for use of freight elevator for the purpose of
transporting such articles and such articles may be taken in or out of
said Building only between or during such hours as may be arranged with
and designated by said Superintendent. The persons employed to move the
same must be approved by Landlord. In no event shall any weight be
placed upon such floor by Tenant so as to exceed 50 pounds per square
foot of floor space without the prior written approval of Landlord.
8. No Tenant shall cause or permit any unusual or objectionable odors to
be produced upon or permeate from the Demised Premises, and no
inflammable, combustible or explosive fluid, chemical or substance
shall be brought into said Building.
9. The Building shall be open to Tenant, its employees, and business
visitors between the hours of 7:00 A.M. and 6:00 P.M., on all days
except Saturdays, Sundays and holidays and on Saturdays between the
hours of 7:00 A.M. and 1:00 P.M. At all other times every person,
including Tenant, its employees and visitors entering and leaving said
Building may be questioned by a watchman as to that person's business
therein and shall be required to sign such person's name on a form
provided by Landlord for registering such person. Landlord shall not be
liable for excluding any person from said Building during such other
times, or for admission of any person to said Building at any time, or
for damages or loss or theft resulting therefrom to any person
including Tenant.
14
10. Unless explicitly permitted by the Lease, Tenant shall not employ any
person other than Landlord's employees for the purpose of cleaning and
taking care of the Demised Premises. Landlord shall not be responsible
for any loss, theft, mysterious disappearance of, or damage to, any
property, however occurring. Only persons authorized by the Landlord
may furnish ice, drinking water, towels, and other similar services
within the Building and only at hours and under regulations fixed by
Landlord.
11. Landlord reserves the right to prescribe restricted hours for
deliveries to Tenant. It shall be the Tenant's responsibility to notify
vendors of these restrictions.
12. Landlord reserves the right, from time to time, to amend any one or
more of the above Rules and Regulations and to make such other
reasonable rules and regulations as in its judgment may be needed from
time to time for the safety, care, and cleanliness of the Demised
Premises and the Building and for the preservation of good order
therein.
15
EXHIBIT "E"
LEASE ADDENDUM
1. Paragraph 1. Term is hereby deleted and the following inserted
therefor: "The Lease Term shall commence on ___________________________
(the "Commencement Date") and expire ____________________. At the
conclusion of the term, Tenant shall return the Premises to Landlord
broom-clean and in as good condition as when possession was delivered
to Tenant, ordinary wear and tear accepted.
2. Paragraph 7. Parking is hereby deleting and the following inserted
therefor: "Provided Tenant is not in default of any term, condition, or
covenant of the Lease, Landlord will provide Tenant with _________ (__)
parking spaces in the attached ▇▇▇▇▇▇▇ Bank Plaza parking garage at and
adjacent to City Hall. The cost for each parking space during the first
(1st) year of the term will be $65.00 per month per space for covered
parking and $45.00 per month per space for uncovered parking. Beginning
in the second (2nd) year of the Term, Landlord may annually adjust this
rate to reflect current market rates. Any additional spaces required by
Tenant can be leased on a month-to-month basis in the Building garage
(pending availability) at the market rates."
Executed in the Presence of: LANDLORD:
RSP II ▇▇▇▇▇▇▇ BANK PLAZA, LTD.
By: The Regency Group, Inc., its Agent
By:
---------------------------------- -------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
---------------------------------- Vice President
Dated as to Landlord:
------------------
Executed in the Presence of: TENANT:
A corporation
---------------------------
By:
---------------------------------- ------------------------------------
Name:
---------------------------------- ----------------------------------
Title:
--------------------------------
Dated as to Tenant:
--------------------
