EXHIBIT 10.91
Miramar Park of Commerce
BUSINESS LEASE
THIS LEASE, entered into this 18th day of November, 2002, between Sunbeam
Development Corporation hereinafter called the Lessor, party of the first part,
and NMHCRX MAIL ORDER, Inc., a division of National Medical Health Card Systems,
Inc., a Delaware corporation, 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 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Premises"), which consists of approximately
12,853 square feet as shown on Exhibit "A" attached and which is a portion of
the "Building" as identified on Exhibit "A". The Premises shall be used and
occupied by the Lessee as a mail order pharmacy and offices ancillary thereto
and for no other purposes or uses whatsoever without the express written consent
of Lessor, said consent not to be unreasonably withheld or delayed, for the term
of approximately five (5) years beginning the 14th day of December, 2002, and
ending the31st day of December, 2007, at and for the agreed rental payable as
follows:
$3,855.90 plus State Sales Tax for the period from December 14-31, 2002;
$6,640.72 per month plus State Sales Tax from January 1, 2003 thru December 31, 2003;
$6,906.35 per month plus State Sales Tax from January 1, 2004 thru December 31, 2004;
$7,182.60 per month plus State Sales Tax from January 1, 2005 thru December 31, 2005;
$7,469.90 per month plus State Sales Tax from January 1, 2006 thru December 31, 2006;
$7,768.70 per month plus State Sales Tax from January 1, 2007 thru December 31, 2007.
Such payments are in addition to all other payments to be made under this Lease
by Lessee, including but not limited to those described in Paragraph 28.
Lessee hereby deposits $66,783.72 with Lessor for the following:
December 14-31, 2002 Rent: $3,855.90
Lessee's Proportionate Share of December 14-31, 2002
Estimated Expenses (per Paragraph 28): $1,243.84
Sales Tax: $ 305.98
Lessee's Contribution towards Lessor's
Improvements (per Paragraph 36(e) below) $61,378.00
Security Deposit: $ 0.00
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Total: $66,783.72
In the event the term of this Lease begins or ends on other than the first
or last day of a month, rent for such month(s) shall be prorated on a per diem
basis. In the event that any monthly rental payment due hereunder is not
received by Lessor by the fifteenth (15th) day of any month, said payment shall
bear a late charge of ten percent (10%) of the monthly payment which shall be
then due and payable.
All payments to be made to the Lessor on the first day of each and every
month in advance without demand at the office of Sunbeam Development Corporation
▇▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇ in the City of ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ or at such other
place and to such other person, as the Lessor may from the 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: Assignment, Subletting & Alterations. 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, said consent
not to be unreasonably withheld or delayed, and all additions, fixtures, or
improvements which may be made by Lessee, 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.
Lessor's consent shall not be required for any assignment and/or sublease to any
parent or wholly-owned subsidiary of Lessee. Notwithstanding, Lessee shall
remain liable for all of its obligations under this Lease irrespective of any
assignment, unless specifically released in writing by Lessor pursuant to this
Paragraph.
SECOND: Personal Property/Leasehold Improvements. 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,,( unless caused by the gross negligence of the Lessor), or from any
act of negligence of any co-tenant or occupants of the Building or of any other
person whomsoever.
THIRD: Compliance with Laws. That the Lessee 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.
FOURTH: Casualty. In the event the Premises shall be destroyed or so
damaged or injured by fire or other casualty during the life of this Lease,
whereby the same shall be rendered untenantable, then the Lessor shall have the
right to render said Premises tenantable by repairs within 150 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: Compliance. 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, are
the conditions upon which this 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,
shall at the option of the Lessor, be deemed a default of this Lease.
SIXTH: Default. If the Lessee shall be in default under this Lease or 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 its option, upon 30
days written notice, cancel this Lease or it may enter said Premises as the
agent of the Lessee, by force or otherwise (all in accordance with local law),
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. In the alternative, Lessor may elect to declare the entire rent for
the balance of the Lease Term, or any part thereof, due and payable forthwith,
and to bring an action for the recovery thereof.
SEVENTH: Attorney's Fees and Expenses. Lessee agrees to pay the cost of
collection and reasonable attorney's fees on any part of said rental that may be
collected by suit or by attorney, after the same is past due.
EIGHTH: Lessee's Obligations to Pay Rent and Other Charges. The Lessee
agrees that it will pay all charges for rent, gas, electricity or other
illumination used on said Premises, and should said charges for rent or light
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. In addition, it
shall be considered a default of this Lease in the event a lien is placed
against the Building or premises as the result of the work performed by Lessee
or Lessee's contractors, subcontractors or agents and such lien is not released
or bonded off within thirty (30) days of Lessee receiving notice of such lien.
However, nothing herein contained shall prevent Lessee from contesting, in good
faith, and at its own expense, any such lien or claim of lien.
NINTH: Lessor's Lien. 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 Lessor. Notwithstanding anything to the contrary
contained hereinabove, Lessor acknowledges that its lien rights as described
above shall be subordinate to the lien rights of any Lenders of Lessee and any
lien rights predating this Lease.
TENTH: [INTENTIONALLY DELETED]
ELEVENTH: Lessor's Right of Entry. The Lessor, or any of its agents, shall,
upon 24 hour notice (except in the case of an emergency) have the right to enter
said Premises during all reasonable hours, to examine the same to make such
repairs, additions or alterations as may 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 Lease,
or to the rules and regulations of the Building.
TWELFTH: Condition of Premises. Subject to Lessors completion of Lessors
Improvements described in Paragraph 36 below, Lessee hereby accepts the Premises
in as-is condition 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 Lease, and to
make good to said Lessor immediately upon demand, any damage to water apparatus,
or electric lights, or any fixtures, appliances or appurtenances of said
Premises, or of the Building, not caused by any act or neglect of Lessor, or of
any person or persons in the employ or under the control of the Lessor.
THIRTEENTH: Waiver and Indemnification. (a) It is expressly agreed and
understood by and between the parties to this Lease, that the Lessor 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.
(b) Except for Lessor's negligence or intentional acts and except as may be
specifically provided elsewhere in this Lease, Lessor shall not be liable for
any damage or injury to any person or property whether it be to the person or
property of the Lessee, its employees, agents, invitees, licensees or guests by
reason of Lessee's occupancy of the Premises or because of fire, flood,
windstorm, water, acts of God or third parties or for any other reason beyond
the control of Lessor. Lessee agrees to indemnify and save harmless Lessor from
and against any and all loss, damage, claim demand, liability or expense,
including reasonable attorney's fees at trial and upon appeal, by reason of
damage to person or property which may arise or be claimed to have arisen as a
result of Lessee's occupancy or use of the Premises, Building and/or property of
which the Premises is a part by Lessee, its employees, agents, invitees,
licensees or guests, or in connection therewith, or in any way arising on
account of any injury or damage caused to any person or property on or in the
Premises.
FOURTEENTH: Bankruptcy. 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 Lease, but no receiver, trustee or other judicial officer
shall ever have any right, title or interest in or to the above described
Premises by virtue of this Lease.
FIFTEENTH: [INTENTIONALLY DELETED]
SIXTEENTH: Binding Effect. This Lease shall bind the Lessee and its assigns
or successors, and the heirs, assigns, administrators, legal representatives,
executors or successors as the case may be, of the Lessee.
SEVENTEENTH: Time is of the Essence. It is understood and agreed between
the parties hereto that time is of the essence of this Lease and this applies to
all terms and conditions contained herein.
EIGHTEENTH: Notice. 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 Lease.
NINETEENTH: Cumulative Rights & No Forfeiture. 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.
TWENTIETH: Charges. It is further understood and agreed between the parties
hereto that any charges against the Lessee by the Lessor for services or for
work done on the Premises by order of the Lessee or otherwise accruing under
this Lease shall be considered as rent due and shall be included in any lien for
rent due and unpaid.
TWENTY-FIRST: Signage. (a) It is hereby understood and agreed that any
signs or advertising to be used, including awnings, in connection with the
Premises leased hereunder shall be first submitted to the Lessor for written
approval before installation of same and such approval shall not be unreasonably
withheld.
(b) Lessee may install an eighteen inch (18") high by four-foot (4') wide
sign on the glass panel over its front door. Said sign shall be white vinyl and
surface-applied and shall be subject to Lessor's reasonable written approval.
The defined copy area is attached as Exhibit "D-1".
(c) Lessee shall also be given the opportunity to have shared signage on a
monument sign to be installed by Lessor in front of the Building. Lessee's
portion of the sign shall be installed by Lessor. The copy and graphics shall be
in Lessee's corporate colors. A conceptual example of such signage is attached
as Exhibit "D-2". Lessee shall reimburse Lessor for the actual cost for such
signage at the time the parties mutually approve same.
(d) Lessee at its sole cost and expense shall have the right install an
exterior sign on the west exterior wall of the Premises identifying its
business. Lessor shall reasonably approve any such sign in writing prior to
Lessee's installation of same. Any sign that Lessee installs shall be entirely
"black" and shall comply with all applicable laws and the sign standard attached
in Exhibit "D-3". Lessee shall perform the maintenance of such sign at its sole
cost and expense. Upon termination of the tenancy herein created, Lessee shall
remove any sign so placed and repair any damage to the Building caused thereby.
Lessee acknowledges that the City of Miramar may require a personnel door to be
added to the west wall of the Building to permit such signage. All costs of
adding such overhead door shall be borne by Lessee.
TWENTY-SECOND: Lessee's Insurance. All personal property placed or moved in
the Premises and tenant improvements to the Premises shall be at the risk of
Lessee or the owner thereof, and Lessor shall not be liable to Lessee for
damages to same unless caused by or due to gross negligence of Lessor, Lessor's
agents or employees. Lessee agrees to obtain liability insurance containing a
single limit of not less than $1,000,000.00 for both property (including but not
limited to fire hazard) and bodily injury, at its own cost. Lessee consents to
provide Lessor with a Certificate of Insurance, as above described, naming
Lessor as additional insured and favoring the Lessor with a thirty (30) day
notice of cancellation.
TWENTY-THIRD: (a) Lessee's Repairs. Lessee is responsible for the
maintenance and repair of the Premises, including but not limited to plate glass
windows, all doors, all interior plumbing, the electrical and any items which
the Lessee installs or has others install. If Lessee or any agent employed by
Lessee damages the roof, the repair of said roof will be Lessee's sole
responsibility. Lessee shall, at its own cost and expense, enter into a
regularly scheduled preventive maintenance/service contract with a maintenance
contractor reasonably approved by Lessor, for servicing all heating and air
conditioning systems and equipment within the Premises. Such contract must
become effective within thirty (30) days of the date Lessee takes possession of
the Premises.
(b) Storm Shutters Lessor shall supply Lessee with access to storm shutters
and associated hardware ("Shutters") that comply with applicable codes. Lessee,
at its option, may install the shutters upon issuance of a "Hurricane Watch". In
the event Lessee installs the shutters, Lessee shall remove the shutters from
the Building and return said shutters to the storage area designated by Lessor
within five (5) business days after the Hurricane Watch is lifted. Lessee shall
perform the work described above and shall repair any damage to the Building
and/or shutters caused while performing such work at its sole cost and expense.
Neither Lessor nor Lessee shall have any obligation under this Lease to install
the shutters unless Lessor or Lessee is required to do so by code, in which case
all such work shall be Lessee's sole responsibility.
TWENTY-FOURTH: Broker. Lessee represents and warrants that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
is the only broker due a commission, fee or other sum which is now or in the
future may be due and payable with regard to leasing, acquisition or other such
matters related to the Premises. Said fee shall be paid by Lessee. Lessor and
Lessee agree to indemnify and hold each other harmless from any and all
liability for the payment of any other such commissions, fees and other sums.
TWENTY-FIFTH: Lessor's Maintenance. Lessor agrees to provide water and
sewer service to the Building and Premises, maintain the roof, landscaping,
irrigation system, the exterior of the Building, the adjacent lake bank,
lighting, loading areas, parking areas, sidewalks and driveways, and to keep the
common areas reasonably clean of debris and to provide proper supervision and
security of such areas as necessary. Lessee agrees to pay as additional rent
Lessee's Proportionate Share of such costs (which costs include a management fee
of five percent (5%)). "Lessee's Proportionate Share" shall be the fraction or
ratio of the floor area of the Premises divided by the total floor area of the
Building. (12,853 square feet/ 120,286 square feet = 10.6854%)
TWENTY-SIXTH: Real Estate Taxes & Lessor's Insurance. Lessor shall pay all
taxes, assessments and levies charged or assessed by any governmental authority,
(hereinafter collectively referred to as Taxes) upon its property in the
Building and Lessee's Premises and land, Buildings or Premises in or upon which
the Premises are located, and shall cause all-risk insurance to be maintained
thereon in amounts not to exceed the full replacement cost of the improvements
constituting the Building from time to time. Lessee agrees to pay as additional
rent, without relief from valuation or appraisement laws, Lessee's Proportionate
Share of any such taxes, of any premiums payable in respect of such insurance
coverage, and of any premiums payable in respect of public liability insurance
and rental insurance maintained by or for the Lessor in respect of the land and
the Building.
TWENTY-SEVENTH: Declaration of Protective Covenants and Restrictions.
Lessee recognizes that the Premises are subject to that certain Declaration of
Protective Covenants and Restrictions for Miramar Park of Commerce. Under the
Declaration, Sunbeam Properties, Inc. currently enforces the Declaration and
operates and maintains the Common Area referred to therein. The Lessee agrees to
pay as additional rent, on behalf of Lessor, Lessee's Proportionate Share of any
and all maintenance or other assessments imposed by Sunbeam Properties, Inc. (or
its successor) on the Lessor as owner of the Building as provided in the
Declaration.
TWENTY-EIGHTH: Lessee's Proportionate Share of Expenses. Lessee shall pay
$2,142.16 per month plus State Sales Tax as an estimate of Lessee's
Proportionate Share of the expenses described in Paragraphs 25, 26 AND 27. Said
payment is hereby deemed to be additional rent and is in addition to all other
sums to be paid by Lessee including but not limited to the rent described in the
Witnesseth Paragraph on page 1 of this Lease. On an annual basis, Lessor shall
notify Lessee what the actual expenses were over the previous calendar year and
within ten (10) days of such notice, Lessee shall pay as additional rent (or
receive a reimbursement) for the difference, if any, plus State Sales Tax,
between what Lessee paid as an estimate and the actual expenses. Lessee's share
for a partial calendar year at the beginning or end of the term of this Lease
shall be prorated on a per diem basis. In the event that Lessor adjusts its
estimate of the expenses described in Paragraphs 25, 26 and 27 to more
accurately reflect the actual expenses incurred, Lessee's monthly estimated
payment of its Proportionate Share of such expenses shall be appropriately
adjusted.
TWENTY-NINTH: Condemnation. (a) If the whole or any substantial part of the
Premises should be taken for any public or quasi-public use under governmental
law, ordinance or regulation, or by right of eminent domain, or by private
purchase in lieu thereof and the taking would prevent or materially interfere
with the use of the Premises for the purpose of which they are then being used,
this Lease shall terminate and the rent shall be abated during the unexpired
portion of this Lease, effective when the physical taking shall occur.
(b) If part of the Premises shall be taken for any public or quasi-public
use under any governmental law, ordinance or regulation, or by right of eminent
domain, or by private purchase in lieu thereof, and this Lease is not terminated
as provided in the Subparagraph above, this Lease shall not terminate but the
rent payable hereunder during the unexpired portion of this Lease shall be
reduced to such extent as may be fair and reasonable under all of the
circumstances and Lessor shall undertake to restore the Premises to a condition
suitable for the Lessee's use, as near to the condition thereof immediately
prior to such taking as is a reasonably feasible under all the circumstances.
(c) In the event of any such taking or private purchase in lieu thereof,
Lessor and Lessee shall each be entitled to receive and retain such separate
awards and/or portion of lump sum awards as may be allocated to their respective
interest in any condemnation proceedings; provided that Lessee shall not be
entitled to receive any award for Lessee's loss of its Leasehold interest, the
right to such award being hereby assigned by Lessee to Lessor.
THIRTIETH: Holdover. Should Lessee hold over and remain in possession of
the Premises at the expiration of any term hereby created, Lessee shall, by
virtue of this paragraph, become a Lessee by the month at one and half times the
Rent per month of the last monthly installment of Rent above provided to be
paid, which said monthly tenancy shall be subject to all the conditions and
covenants of this Lease as though the same had been a monthly tenancy instead of
a tenancy as provided herein, and Lessee shall give to Lessor at least thirty
(30) days' written notice of any intention to remove from the Premises, and
shall be entitled to ten (10) days' notice from Lessor in the event Lessor
desires possession of the Premises; provided, however, that said Lessee by the
month shall not be entitled to ten (10) days' notice in the event the said Rent
is not paid in advance without demand, the usual ten (10) days' written notice
being hereby expressly waived.
THIRTY-FIRST: Substituted Space. Notwithstanding anything to the contrary
contained elsewhere in this Lease, Lessor, at Lessor's option, at any time and
from time to time during the term of this Lease, may require that Lessee move to
other comparable space within the Miramar Park of Commerce upon giving Lessee
sixty (60) days advance written notice of such move. The substituted space shall
have approximately the same dimensions as the Premises. Base rent for the
substituted space shall be the lesser of the per square foot base rent
applicable under the Lease or the per square foot base rent for the substituted
space at the time Lessor serves written notice and request of Lessee to move to
the substituted space, whereupon Lessee shall continue to Lease the substituted
space upon the other terms and conditions as are herein provided. Lessor shall
pay for the cost of moving Lessee into the substituted space as well as the cost
of improving the substituted space to approximately the same interior design and
functionability as the Premises. Notwithstanding the foregoing, if Lessee does
not desire to move to the substituted space, then Lessee shall have the right to
terminate this Lease by giving Lessor written notice of termination within
fifteen (15) days after Lessee receives (from Lessor) such notice to move. If
Lessee so terminates this Lease, the termination shall be effective upon the
expiration of sixty (60) days from the date of Lessor's notice to move, and upon
the effective date of such termination Lessee shall surrender possession of the
Premises to Lessor.
THIRTY-SECOND: Parking. Lessee shall be entitled to the use of twenty-four
(24) parking spaces on an unassigned, non-reserved basis. Some of this parking
maybe provided by Lessor by restriping a portion of the truckyard adjacent to
the Premises. In its normal course of business, Lessee will not cause more than
said number of parking spaces to be occupied at any one time by its employees or
invitees.
THIRTY-THIRD: Hazardous Materials Standard. Lessee, its successors and
assigns shall comply with the Hazardous Materials Standard for the Miramar Park
of Commerce attached hereto as Exhibit "B".
THIRTY-FOURTH: 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 may be obtained from your county public health unit.
THIRTY-FIFTH: Force Majeure. In any case, where either party hereto is
required to do any act, except the payment of rent or other money, the term for
the performance thereof shall be extended by a period equal to any delay caused
by or resulting from acts of God, the elements, weather, war, civil commotion,
fire or other casualty, strikes, lockouts, labor disturbances, inability to
procure labor or materials, failure of power, government regulations or other
causes beyond such party's reasonable control, whether such time be designated
by a fixed date, a fixed time or a "reasonable time".
THIRTY-SIXTH: Lessor's Improvements. (a) Lessor agrees to complete the
improvements ("Lessor's Improvements") described in Exhibit "C" on or before
December 14, 2002. Lessor's Improvements shall meet current ADA code. Lessor
represents that the Building of which the Premises is a part is handicap
accessible. All of the Lessor's Improvements shall come with a one (1) year
warranty to cover latent defects, nonconformity with Exhibit "C" and/or faulty
design. In addition, the new air conditioning compressor(s) serving the Premises
shall carry a five (5) year warranty.
(b) Neither Lessee or its contractors shall perform any work in the
Premises (including but not limited to the installation of alarm systems, phone
or data lines, racks or conveyors) without first having all of the required
permits from the City of Miramar and all other applicable governmental agencies.
(c) In the event Lessor's Improvements is completed on a date other than
December 14, 2002, Lessee and Lessor agree to make the appropriate adjustments
to the lease dates and rental schedule described in this Lease. Such adjustments
shall be verified in writing and shall maintain a lease term of approximately 60
months.
(d) Upon Lease execution and per the Witnesseth Paragraph on Page 1 of this
Lease, Lessee has paid Lessor $61,378.00 ("Lessee's Contribution").
(e) Lessee and Lessor acknowledge that the City and/or other governmental
agencies may require changes to the Plans and Specifications as a condition to
issuing the required permits, including but not limited to the building permit,
for Lessor's Improvements. In addition, the City and/or other governmental
agencies may require changes to Lessor's Improvements during construction and/or
after construction has been completed in order for a Certificate of Occupancy to
be issued. Lessor shall present Lessee with written documentation of the net
cost (or net savings) related to any such changes and Lessee (or Lessor) shall
reimburse Lessor (or Lessee) for same upon Substantial Completion of the
Premises.
THIRTY-SEVENTH: Alterations. All alterations, additions, improvements, and
partitions erected by Lessee shall be and remain the property of lessee during
the term of this Lease and shall become the property of Lessor as of the date of
termination of this Lease, or upon earlier vacating of the Premises, and title
shall pass to Lessor under this Lease as by a ▇▇▇▇ of sale. Provided Lessee is
not in default or otherwise indebted to Lessor, all shelves, bins, equipment and
trade fixtures installed by Lessee may be removed by the Lessee prior to the
termination of this Lease, if the Lessee so elects, and shall be removed by the
date of termination of the Lease or upon earlier vacating of the Premises if
required by Lessor. Upon any such removal Lessee shall restore the Premises to
its original condition, ordinary wear and tear excepted. All such removals and
restorations shall be accomplished in a good ▇▇▇▇▇▇▇ like manner so as not to
damage the primary structure, roof or structural qualities of the building and
other improvements within which the Premises are situated. In no event shall
Lessor be required to (i) compensate Lessee for alterations, additions,
improvements or partitions erected by Lessee on or within the Premises, or (ii)
compensate Lessee for shelves, bins, equipment and trade fixtures installed by
Lessee on or within the Premises and which are not removed by Lessee at Lease
termination or early vacation or the Premises by Lessee.
THIRTY-EIGHTH: Expansion Option. Providing Lessee has been a Lessee in good
standing under this lease for a minimum of three (3) lease years, if Lessee
needs to expand its lease space to 18,850 square feet or more, Lessor shall make
its best reasonable effort to accommodate this expansion either in the Building
in which the premises are located or another building owned by Lessor at the
Miramar Park of Commerce at a mutually acceptable rental rate. Provided there
are no defaults under this lease or the Lease with Lessor for the expansion
space, Lessor and Lessee agree this Lease shall terminate on such date as Lessee
takes possession of the expansion space. Lessee shall incur no penalty for said
cancellation. It is mutually understood by Lessee and Lessor that Lessee's
financial condition may affect Lessor's ability to accommodate Lessee's
expansion and Lessee's subleasing space, assuming the lease obligations from
another lessee, and/or leasing space from any entity other than Lessor shall not
qualify as an expansion for the purposes of this Paragraph.
THIRTY-NINTH: Emergency Generator. Lessee may install, at its sole cost and
expense, up to a 250 kw, generator with a skid-mounted (or sub-mounted) fuel
tank in the truckyard of the Premises. In the event it is required by code,
Lessee also may install, at its sole cost and expense, a generator pad to
support the generator. All costs associated with the operation, installation
(including but not limited to the cost of installing automatic transfer switch,
fencing and bollards) and maintenance of the generator and generator pad shall
be paid for solely by Lessee, including but not limited to any modifications or
additions to the landscaping, irrigation and/or paving. The generator,
installation method and location and all accommodations and other work related
thereto shall be subject to Lessor's prior written approval, said approval not
to be unreasonably withheld or delayed and said approval to take into account
the aesthetics of such equipment. During the term of this Lease, Lessee agrees
to take all reasonable actions to minimize the visibility, aesthetic impact and
disturbance to other users of the Miramar Park of Commerce caused by the
generator. Reasonable actions shall include, but not be limited to maintaining
good condition of the generator. Lessee shall be solely responsible, at Lessor's
request, for removing the generator at the expiration of this Lease and making
any necessary and reasonable repairs and restorations so as to leave the
property in good condition.
FORTIETH: Lessee Improvements. Lessee may, but is not required, to make
improvements or alterations to the Premises (hereinafter referred to as
"Lessee's Improvements"). In the event that Lessee desires to make any such
Lessee's Improvements, Lessee shall first submit to Lessor for Lessor's prior
approval, plans, drawings and specifications detailing the proposed Lessee's
Improvements before any such Lessee's Improvements may be commenced. Lessor
acknowledges that Lessee's Improvements may include installing a hood and that
the exhaust for said hood will penetrate the roof. Lessee shall not make any
penetrations without the prior written approval of Lessor, which approval shall
not be unreasonably withheld or delayed by Lessor. In addition, Lessee
acknowledges that it will be required to use a roofer of Lessor's choosing for
said roof penetration. All costs associated with the above work shall be at
Lessee's sole cost and expense. Lessee may proceed with its Lessee Improvements
only after Lessee has obtained Lessor's written approval, and Lessee has
obtained all necessary permits and approvals for said Lessee Improvements from
the City of Miramar, the County of Broward, and any other relevant governmental
agency.
FORTY-FIRST: Mechanics' Liens. During the term of this Lease, Lessee shall
not permit to remain, and shall promptly discharge, at its cost and expense, all
liens, encumbrances and charges (other than liens, encumbrances and charges
created by Lessor) upon the Premises or any part thereof. Lessee shall, however,
have the right to contest with due diligence the validity or amount of any lien
or claimed lien created by, through, or on behalf of Lessee, but only if Lessee
shall first give to Lessor such security as Lessor may reasonably require, to
insure payment thereof and prevent any sale, foreclosure, or forfeiture of the
Premises or any portion thereof by reason of such lien, encumbrance or charge.
Should any lien, encumbrance or charge be filed against the Premises, or should
any action of any character affecting the title thereto be commenced, Lessee
shall give to Lessor written notice thereof as soon as notice of such lien or
action comes to the knowledge of Lessee. On final determination of the lien or
claim for lien, Lessee shall immediately pay any judgment rendered with all
proper costs and charges and shall have the lien released or judgment satisfied
at Lessee's own expense. Failure of Lessee to comply with the matters set forth
herein shall constitute a default under this Lease entitling Lessor to remedies
as set forth elsewhere in this Lease.
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:
LESSOR: Sunbeam Development Corporation
By:
----------------------- -------------------------------------
Witness Sign Name ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President
11-18-2002
------------------------- -----------------------------------
Witness Print Name Date
Witness Sign Name
Witness Print Name
LESSEE: NMHCRX MAIL ORDER, Inc.
By:______________________________
Witness Sign Name Title
11-12-2002
--------------------------- ---------------------------------
Witness Print Name Date
Exhibit "A"
Page 1: Parcel Plan of Miramar Park of Commerce identifying the location of the
Building & Premises Page 2: Site Plan of the Building identifying the Premises
Page 3: Existing floor plan of the Premises
Exhibit "B"
Hazardous Materials Standard for the Miramar Park of Commerce
Exhibit "C"
Lessor's Improvements
The Premises shall be delivered in "as-is" condition, with the exception that
Lessor will complete the following improvements:
Install a demising wall and separate electric. Complete the following
improvements to the warehouse area:
Warehouse Area:
- Provide air-conditioning installed at +/-1 ton per 400 square feet
- Install insulation "stick-pinned" to the underside of the deck
- Provide sufficient electrical power for the new air conditioning and
lighting described above
Exhibit "D"
Page 1: Above-Door sign standard
Page 2: Ground-Mounted Signage Standard