Exhibit ▇▇(▇)
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
LEASE AGREEMENT
This Lease Agreement is entered into this
29th day of February 2000, between
▇▇▇▇▇ ▇▇▇▇▇▇▇ AND ▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
hereinafter referred to as "Lessor," and
AMERICAN MEDICAL ALERT CORPORATION, a New York
Corporation, hereinafter referred to as "Lessee."
Witnesseth:
1. The Lessor hereby leases to Lessee and Lessee takes from Lessor the following
described Premises situated in ▇▇▇▇▇▇▇ County, State of Colorado.
PREMISES:
Store Space No.300, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇, ▇▇▇▇. ▇▇▇▇▇ outlined on
Exhibit A, attached hereto, containing approximately 1,275 square feet, in a
retail center located upon a tract of land described as, ▇▇▇ ▇, ▇▇▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇.
▇▇▇▇:
2. The term of this Lease shall be for five and 1/2 (5-1/2) years, commencing on
MARCH 15, 2000 and terminating on MARCH 31, 2005.
MINIMUM RENT:
3. Lessee agrees to pay at such place as may be designated by Lessor, minimum
rent for the premises of $411.00 for the month of MARCH 2000, plus Tenant's
pro-rata share of Real Estate Taxes, Property Insurance and C.A.M., and $797.00
per month from APRIL 1, 2000 THROUGH MARCH 31, 2001, plus Tenant's pro-rata
share of Real Estate Taxes, Property Insurance and C.A.M., and $850.00 per month
from APRIL 1,2001 THROUGH MARCH 31, 2002, plus Tenant's pro-rata share of Real
Estate Taxes, Property Insurance and CAM., and $903.00 per month from APRIL 1,
2002 THROUGH MARCH 31, 2003, plus Tenant's pro-rata share of Real Estate Taxes,
Property Insurance and C.A.M., and $956.00 per month from APRIL 1, 2003 THROUGH
MARCH 31, 2004, plus Tenant's pro-rata share of Real Estate Taxes, Property
Insurance and CAM., and $1,009.00 per month from APRIL 1,2004 THROUGH MARCH 31,
2005, plus Tenant's pro-rata share of Real Estate Taxes, Property Insurance and
CAM. If any lease extension is entered into then the C.A.M., Taxes and Insurance
shall be market. A total minimum rent for the term of the lease is Fifty four
thousand five hundred one and 00/100 U.S. Dollars ($54,591.00). Each monthly
installment is due on the first day of the month during the term hereof plus
monthly charges for Taxes, Insurance and Common Area Charges.
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SECURITY DEPOSIT:
It is agreed that Lessee, concurrently with the execution of this Lease, has
deposited with the Lessor, and will keep on deposit at all times during the term
of this Lease, the sum of Six hundred eight and 00/100 U.S. Dollars ($608.00),
the receipt of which is hereby acknowledged, as security for the payment by
Lessee of the rent herein agreed to be paid, and for the faithful performance of
all the terms, conditions and covenants of this Lease. If, at any time during
the term of this Lease, Lessee shall be in default in the performance of any
provision of this Lease, Lessor shall have the right to use said deposit, or as
much thereof as necessary, in payment of any rental in default as aforesaid and
in reimbursement of any expense incurred by Lessor by reason of Lessee's
default, or at the option of Lessor, the same may be retained by Lessor. In such
event, Lessee shall, on written demand of Lessor, forthwith remit to Lessor a
sufficient amount in cash to restore said deposit to its original amount. In the
event said deposit has not been utilized as foresaid, said deposit, or as much
hereof as has not been utilized for said purposes, shall be refunded to Lessee,
without interest, upon full performance of this Lease by Lessee. Lessor shall
have the right to co-mingle said deposit with other funds of Lessor. Lessor may
deliver the funds deposited herein by Lessee to the purchaser of Lessor's
interest in the Leased Premises in the event such interest be sold and,
thereupon Lessor shall be discharged from further liability with respect to such
deposit. Said deposit shall not be considered as liquidated damages and if
claims of Lessor exceed said deposit, Lessee shall remain liable for the balance
of such claims.
USE:
4. Lessee agrees that the premises will be used and occupied solely for Sales
and storage of Medical Alert products and other similar items.
TAXES:
5. Lessee agrees to pay the charges for all personal property taxes, real estate
taxes, assessments and municipal or governmental charges, general and special,
ordinary and extraordinary, of every kind and nature whatsoever, which may be
levied, imposed or assessed against the Demised Premises, the demised land, or
upon any improvements thereof, at any time from the commencement date of this
Lease to the expiration of the term hereof. To insure the payment of the real
estate taxes Lessee agrees to pay to Lessor on the first day of each month, in
addition to the Minimum Rent, an amount equal to one twelfth (1/12) of the real
estate taxes assessed against the Demised Premises which shall be applied to
said tax payments and paid by Lessor on the due date for payment of real estate
taxes. For the purpose of this provision, the most recent tax statement, or the
estimated taxes, whichever is higher. Escrow deposits to be paid by Lessee
during the first year of the Lease shall be in the amount of One hundred sixteen
and 88/100 U.S. Dollars, ($116.88) per month. Said figure represents $.1.10 per
rentable square foot based on 31,046 square feet of finished rentable space.
This equals the amount necessary to pay the real estate taxes on the property
for the calendar year 1999. At such time as the 2000 real estate taxes have been
ascertained, the monthly escrow shall, if required, be charged
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accordingly. At the end of each year an adjustment shall be made by and between
Lessor and Lessee whereunder Lessee shall be required to pay such added amount
as shall be required to fully pay the real property taxes, if the monthly
deposits made were not sufficient or Lessor shall remit to Lessee any excess of
the amount actually required to pay the real estate taxes.
INSURANCE:
6. Lessor shall maintain in effect policies of insurance covering the Demised
Premises to the extent of 80% or more of the replacement value of the Dented
Premises (excluding excavations, footings and foundation) against fire and such
other casualties normally included under extended coverage in a standard policy.
Lessee shall pay in each calendar year during the term of this Lease its
proportional share of the insurance carried by the Lessor with respect to the
entire building area and all land within the PINE LANE PLAZA. Lessee's
proportionate share for any calendar year shall be determined by multiplying the
total cost of the Insurance Policy for the Center by 31,046 of square feet of
finished rentable area. This quotient equals the cost of insurance payable on
the finished rentable area. Multiply this quotient by the rentable square feet
in the demised unit to determine the annual pro-rata share of the insurance.
This product is divided by 12 months to determine the monthly charge. Lessee
agrees to pay to the Lessor on the first day of each month, in addition to the
Minimum Rent. For the purpose of this provision, the amount to be paid by Lessee
shall be based on the most recent insurance statement. Escrow deposits to be
paid by Lessee during the first year of the Lease shall be in the amount of
Twelve and 75/100 U.S. Dollars, ($12.75) per month, said figure equals $.12 per
rentable square foot and represents the amount necessary to pay the insurance on
the property for the calendar year 1999. At such time as the 2000 insurance has
been ascertained, the monthly escrow shall, if required, be charged accordingly.
At the end of each year an adjustment shall be made by and between Lessor and
Lessee whereunder Lessee shall be required to pay such added amount as shall be
required to fully pay the insurance, if the monthly deposits made were not
sufficient or Lessor shall remit to Lessee any excess amount if the monthly
payments were in excess of the amount actually required to pay the insurance.
PERSONAL PROPERTY AND LIABILITY INSURANCE:
7. Lessee shall, at its expense, maintain continuously throughout the term of
this Lease, comprehensive property damage and public liability insurance with
respect to the Leased Premises, naming Lessor, ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ d/b/a/
PINE LANE PLAZA as coinsurance, in amounts of not less than $1,000,000.00 per
occurrence in respect of injury to persons, (including death), and in the amount
of not less than $1,000,000.00 per occurrence in respect to property damage or
destruction, including loss of use of the Premises. The insurance shall be with
an insurance company licensed in the State of Colorado and a copy of the policy
or a certificate of insurance shall be available to Lessee upon request. In
addition to the foregoing, Lessee shall, at all times, maintain, at its sole
expense plate glass coverage and extended coverage or like insurance in an
amount sufficient to cover damage to Lessee's merchandise and/or personal
property located in the demised premises. Lessee's failure to effect and/or
maintain said insurance shall
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entitle Lessor to withhold security deposit for damages to windows. In any
event, plate glass repairs are the sole responsibility of the Lessee. Each party
to this Lease further agrees to cause any insurance policy covering destruction
of or damage to such real or personal property from fire and/or hazards covered
under an extended coverage endorsement to contain a waiver of subrogation
against either party to this agreement in case of destruction of or damage to
the aforementioned real or personal property of either such party. It is
understood and agreed by the parties hereto that provisions of this paragraph
shall in no way affect the obligations and undertakings of Lessor and Lessee
under the provisions of this Lease.
LESSEES OBLIGATIONS:
8. Lessee agrees: To pay the rent and additional charges listed herein for said
premises as hereinabove provided, promptly when due and payable; to pay all
charges for water, sewer charges, and for heating, air conditioning and lighting
said premises; to keep all the improvements upon said premises, including all
sewer lines, plumbing, plumbing fixtures, appliances wiring, glass, screens,
doors, and door hardware, window and floor covering in good repair at the
expense of said Lessee; to surrender and deliver said premises in as good order
and condition as when the same were entered upon; loss by fire, inevitable
accident or ordinary wear and tear excepted.
LESSOR'S OBLIGATIONS:
Lessor agrees to maintain in good repair the outside walls and the structural
soundness of the building. Lessor shall make at his sole expense, all necessary
repairs to the roof, to the structural portion of the building, and to the
exterior walls of the demised premises except windows, doors, and window and
door hardware, except where such repairs are made necessary by an act or acts of
Lessor, or by Lessor's negligence.
COMMON AREA EXPENSES:
9. Lessee shall pay in each calendar year during the term of this Lease its
proportional share of the common area costs incurred by the Lessor with respect
to the land area within the PINE LANE PLAZA. Lessee's proportionate share for
any calendar year shall be determined by multiplying the total cost of the
COMMON AREA CHARGES for the Center by 31,046 square feet of finished rentable
area. This quotient equals the cost of COMMON AREA CHARGES payable on the
finished rentable area. Multiply this quotient by the rentable square feet in
the demised unit to determine this unit's annual pro rata share of the COMMON
AREA CHARGES. This product is divided by 12 months to determine the monthly
charge. To insure the payment of the common area costs Lessee agrees to pay to
the Lessor on the first day of each month, in addition to the Minimum Rent, an
amount equal to one twelfth (1/12th) of the common area costs paid by the
Lessor. For the purpose of this provision, the amount to be paid by Lessee shall
be based on the most recent common area costs. Escrow deposits to be paid by
Lessee during the first year of the Lease shall be in the amount of Two hundred
and 81/100 U.S. Dollars, ($200.81) per month, said figure equals $1.89 per
rentable square foot and represents the amount necessary to equal the common
area costs on the property for the calendar year
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1999. At such time as the 2000 common area costs have been ascertained, the
monthly escrow shall, if required, be charged accordingly. At the end of each
year an adjustment shall be made by and between Lessor and Lessee whereunder
Lessee shall be required to pay such added amount as shall be required to fully
pay the common area costs, if the monthly deposits made were not sufficient, or
Lessor shall remit to Lessee any excess amount if the monthly payments were in
excess of the amount actually required to pay the common area costs. Outside
common area maintenance shall include, without limitation, repair of parking
lot, parking lot striping and lettering, parking lot and sidewalk sweeping and
cleaning; traffic direction and control; painting; maintaining and replacement
of all landscaping; water and sewer charges for outside landscaping; common area
lighting including electricity, light bulbs, repairs and maintenance of lighting
fixtures, and fire detection equipment, maintenance and monitoring service;
maintenance, replacement and rental of outside sign, removal of snow, ice,
trash, rubbish, garbage and other refuse; depreciation of the capital cost of
and rentals for the leasing of any machinery, equipment, and vehicles used in
connection with the maintenance of the outside common areas; repair or
replacement of water arid sewage lines; permits and licenses for above
maintenance; and administrative charges equal to 15% of the total costs of
maintaining the common area and common facilities.
9a. LATE CHARGE:
Any other sums of money or charges to be paid by Lessee other than Minimum Rent
pursuant to any section of the Lease shall be designated and known as
"Additional Rent". Past Due Minimum Rent and Additional Rent. If Lessee shall
fail to pay, when the same is due and payable, any Minimum Rent or other charges
designated as Additional Rent hereof, such unpaid amounts not paid for longer
than TEN (10) days past due date shall bear a late charge of Fifty and 00/100
($50.00) plus Three (3%) percent for each month or portion of a month that such
Minimum Rent or other charges remain unpaid by Lessee. In addition, if any
payments made by Lessee in the form of a check are dishonored by the bank upon
which it is written for any reason, then a charge of Fifty and 00/100 ($50.00)
for each dishonored check will be charged to Lessee. Further, in the event
checks from Lessee shall be dishonored on two separate occasions, Lessor shall
have the right to demand that all future payments required pursuant to this
Lease be made in cash or by certified funds.
TRASH REMOVAL
10. Lessor agrees to provide for trash removal service and Lessee agrees to use
only the trash area designated by Lessor for Trash removal and agrees to pay for
the trash removal service as part of C.A.M. charges.
SIGNS
11. Lessee agrees that there is to be allowed no pole signs on the premises and
that its facia sign as well as all window signs must be approved by the Lessor.
No vehicles may be parked on the common area bearing signs advertising Lessees
enterprise. LESSEE MAY INSTALL SIGN ROVE THE SUBJECT SPACE AT ITS EXPENSE AND
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AGREES TO PAY FOR NEW FACE, ELECTRICITY AND MAINTENANCE PARKING.
EMPLOYEE PARKING
12. Lessee agrees that employee parking may be limited to area designated by
Lessor. Lessee may put a sign on the parking space directly in front of the
space that reads `THIS SPACE RESERVED FOR LOADING AND UNLOADING ONLY" or some
other wording with Lessor's prior approval
ASSIGNMENT AND SUBLEASE
13. Lessee agrees not to sublet or assigned this Lease without written consent
of the Lessor.
COVENANT TO HOLD HARMLESS:
14. Lessee covenants with Lessor that Lessor shall not be liable, except as
herein otherwise provided, for any damage or liability of any kind, or for any
damage or injury to persons or property during the term of this Lease, from any
cause whatsoever occasioned by reason of the use, occupancy and enjoyment of the
dented premises by Lessee or any person thereon or holding under said Lessee.
The Lessee will indemnify and save harmless Lessor from all liability whatsoever
on account of any such damage or injury, and from all claims, liens and demands
arising out of the use of the building and its facilities, except as herein
otherwise provided, or any repairs or alterations which Lessee may make upon
such demised premises. Lessee shall not be liable for damage or injury
occasioned by reason of the negligence of Lessor, its agents, servants or
employees.
BANKRUPTCY:
15. If the Lessee shall become insolvent, or make an assignment for the benefit
of creditors, or file a Petition in Bankruptcy, or seek to benefit by any
bankruptcy, composition or insolvency law or act, or if the Lessee shall be
adjudged bankruptcy, or if a receiver or trustee of Lessee shall be appointed,
or this Lease shall be operation of law, devolve upon or pass to any person
other than Lessee, then, in such case, Lessor shall have the right and option to
terminate this Lease at any time and, with or without demand or notification, or
with or without legal process, to enter into the Demised Premises and take
possession and/or remove Lessee and/or any person and/or any property from the
Dented Premises.
UNTENABILITY
16. If said building is destroyed or damaged by fire or any other casualty,
Lessor shall rebuild or replace, at his sole cost, said building except for
Lessee's interior work in substantially as good condition as it was prior to
such fire or other casualty, and a just and proportionate part of the rent shall
be abated until the premises have been put in complete
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repair and the term herein extended for a period equal to the period the
building was untenable. It is provided, however, that should such destruction
occur during the last eighteen months of the term of this Lease or any extension
thereof, then Lessor shall have the option either to rebuild or cancel this
Lease.
RIGHT OF EMINENT DOMAIN:
17. If all of the Leased Premises shall be taken under the right of eminent
domain by any public authority, this Lease shall terminate as of the date such
public authority is entitled to possession of the subject Premises, and the rent
shall be adjusted to the date of such termination. If only a portion of the
Leased Premises shall be taken and such taking does not prevent the practical
and economic use of the remaining premises for the purpose stated herein by
Lessee, then this Lease shall not terminate, but shall continue in full force
and effect as to that part of the demised premises remaining, but Lessee shall
be entitled to an abatement or reduction in the minimum rental payable
hereunder, prorated in accordance with the extent to which the use of the
premises is reduced by the public taking. In the event of condemnation, whether
such condemnation shall be of the entire or only a portion of the Leased
Premises, the entire award shall be payable to Lessor, except that if a separate
and distinct award shall be made to Lessee representing the taking of Lessee's
property and Lessor agrees to give Lessee prompt notice of and allow Lessee to
participate in all condemnation proceedings.
DEFAULT:
18. The Lessee further covenants with Lessor that if said rent, or any part
thereof, is not paid when it becomes due, or if Lessee shall violate or neglect
any covenant, agreement or stipulation herein contained on its part to be dept,
performed or observed, and any such default shall continue for twenty days after
written notice thereof is given to Lessee, then, in addition to the other
remedies or courses of action now or hereafter provided by law, the Lessor may,
at his option, cancel and terminate this Lease and shall have the immediate
right of re-entry and may remove all persons and property from the Leased
Premises. Such property may be removed and stored in public warehouse or
elsewhere at the cost of and for the account of Lessee, all without service of
notice or resort to legal process and without being deemed guilty of trespass or
becoming liable for any loss or damage which may be occasioned thereby. Any such
cancellation shall not operate as a waiver or satisfaction in whole or in part
of any claim or demand arising out of or connected with any breach or violation
by Lessee of any covenant or agreement on its part to be performed. If Lessor so
elects, he may relet the Premises on such terms as Lessor may deem advisable and
receive the rent therefore, and Lessee agrees to pay to Lessor, on demand, any
deficiency that may arise by reason of such reletting. The loss or damage which
Lessor may suffer by reason of termination of this Lease or the deficiency
arising by reason of reletting by Lessor, as above provided, shall include the
expense of repossession and any repairs or remodeling undertaken by Lessor
following repossession, and shall also include the minimum guaranteed rental
herein provided for the period from the date of an event of default until the
end of the term of this tease. In the event of any default by Lessee other than
payment of money, Lessor has the option, but not the duty, to perform Lessee's
obligations and to charge all costs of doing so to Lessee. In the event
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of any breath or default by either party, the non-defaulting party shall have
the right to recover reasonable attorney's fees and court costs.
WARRANTY OF TITLE:
19. Lessor warrants that it has full right to execute and perform this Lease and
to grant the estate leased and that Lessee shall peaceable and quietly have,
hold and enjoy Leased Premises during the full term of this Lease.
CONDUCT OF BUSINESS
20. That the Lessee shall not conduct or permit to be conducted on said premises
any business or permit any act which is contrary to or in violation of the laws
of the United States of America or of the State of Colorado or of the ordinances
of the County of ▇▇▇▇▇▇▇ and the City of ▇▇▇▇▇▇, if applicable, or of any other
governmental agency, now in force or hereafter enacted, and further, that Lessee
will at all times during the continuance of the term hereby granted and any
extension thereof, at Lessee's own cost and expense, execute, comply with, obey
and perform all statutes, ordinances, rules, orders, regulations and directions
which may exist or be enacted, made or given by any of the federal, state or
governmental agencies, or any department, bureau, commission or office thereof,
in respect to and relating to Lessee's use or occupancy of the said premises, or
any part thereof.
21. That if the Lessee shall fail to promptly execute and comply with any of the
laws, rules, orders, ordinances, requirements or regulations of the country,
state, federal or other governmental authority, departments, boards or bodies,
or shall fail to promptly make the necessary repairs or replacements to keep the
Premises in good repair, or fail to comply with all the covenants and agreements
herein contained, then, and in any such event, the Lessor shall have the right
to execute and comply with such laws, rules, ordinances, requirements and
regulations, or to make such repairs or to remedy such other defaults on the
part of the Lessee, and the costs and expenses incurred therefore shall become
due upon demand.
ACCESS TO PREMISES:
22. Lessor shall have the right at any reasonable time to enter the Demised
Premises for the purpose of installations and repair of electrical, telephone
and water facilities whether for the Demised Premises or for other units in the
Center.
WAIVER:
23. No waiver by the parties hereto of any default as breach of any term,
condition or covenant of this Lease shall be deemed to be a waiver of any
subsequent default or breach of the same of any other term, condition, or
covenant contained herein.
ALTERATIONS:
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24. Lessee shall not make any structural alterations, additions or improvements
to the Demised Premises nor create any openings in the roof without the prior
written consent of the Lessor.
NO USE OF SIDEWALKS:
25. Lessee shall not use the sidewalks for display of merchandise nor shall
Lessee maintain loudspeakers for the purpose of projecting music or advertising
matters beyond the confines of the Demised Premises.
UTILITIES:
26. Lessee shall pay all charges for gas and electricity used on the demised
premises as metered by the respective utility company. Gas, Water and Sewer
charges to the Center, which are not individually metered, shall be prorated
upon the basis of floor space occupied among the Lessee's of the Center and paid
to Lessor upon billing notice.
LEASE BINDING
27. The terms and conditions of this Lease shall apply to, inure to the benefit
of, and be binding upon the parties hereto and their successors in interest,
legal representatives, heirs, personal representatives and assigns.
NOTICES
28. All notices permitted or required by this Lease shall be deemed effectively
given or delivered when deposited in the United States mail, postage prepaid,
certified mail, return receipt requested, mid addressed to the parties at their
respective addresses set out below:
LESSOR: LESSEE:
▇▇▇▇▇ ▇▇▇▇▇▇▇ American Medical Alert Corporation
▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ #▇▇▇ 12543 N. Hwy. #83
Englewood, C0. 80112 Unit #300
(▇▇▇)-▇▇▇-▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
HOLD OVER:
29. Any rule or law to the contrary notwithstanding, in the event the Lessee
remains in possession of the premises or any part thereof subsequent to the
expiration of the term hereof and such holding over shall be with the consent of
the Lessor, it shall be conclusively deemed that such possession and occupancy
shall be a tenancy from month- to-month only, at a rental which was existing at
the end of the term hereof and, further, such possession shall be subject to all
of the other terms and conditions (except any option to renew or option to
purchase) contained in this Lease.
ADDITIONAL PROVISIONS:
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30.a.) Lessee shall perform all necessary tenant improvements to the space to
include but not limited to the following items as shown in Exhibit B. Lessee
shall get Lessors approval prior to starting any of said tenant improvements.
All work done in connection with any change or alteration shall be done in a
good and workmanlike manner and in compliance with all building and zoning laws,
and with other laws, ordinances, orders, rules, regulations, and requirements of
all federal, state, and municipal governments and the appropriate departments,
boards, and officers thereof
b.) Lessor shall install a glass window in the west wall of the unit next to the
existing door or in the upper portion of the wall. Lessor and Lessee shall agree
on location and whether Lessee's or Lessor's Contractor shall perform the
installation of said window prior to installation.
EXECUTED this 9th day of March the year of 2000.
LESSOR LESSEE: AMERICAN MEDICAL ALERT
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------- ------------------------------------
▇▇▇▇▇ and/or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chief Financial Officer