EXHIBIT 10.39
1180 BUILDING AT
HEADQUARTERS AT GATEWAY LAKE
▇▇▇▇ ▇▇ ▇▇ ▇▇▇.
SUITE 100
POMPANO BEACH, FL 33069
TERM - 3 YEARS
COMMENCING JANUARY 1, 2002
TERMINATING DECEMBER 31, 2004
THIS LEASE AGREEMENT made and entered into this 31 day of December, 2001,
by and between CONECA PROPERTIES, L.C., a Florida Limited Liability Company,
having its office at ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(hereinafter referred to as "Landlord", and CareCentric, Inc., having its
principal office at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇, and leasing
an office at ▇▇▇▇ ▇▇ ▇▇ ▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇,
(hereinafter referred to as "Tenant").
WITNESSETH:
In consideration of the rents, covenants and agreements herein, Landlord
does hereby lease to Tenant and Tenant hereby leases from Landlord upon terms,
provisions and conditions herein, the real property hereinafter described.
ARTICLE I
DESCRIPTION OF PROPERTY, TERMS AND USE
1.1 Description of Property. Landlord leases to Tenant a portion of the
real property in the development known as the 1180 Building and specifically
identified as ▇▇▇▇ ▇▇ ▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ (hereinafter referred to as
the "Leased Premises") reflected on the legal description attached hereto as
Exhibit "A" and made a part hereof and the floor plan attached hereto as Exhibit
"B" and made a part hereof.
1.2 Rentable Area. The Leased Premises shall consist of 12,093 rentable
square feet known as Suites 100 and Suite 101 for the period January 1, 2002
through March 31, 2002, and thereafter and for the balance of the term of this
Lease Agreement the Lease Premises shall consist of Suite 100 only, consisting
of 6,535 rentable square feet.
1.3 Term. Tenant is to have the Leased Premises being described subject to
the terms and conditions hereof for a term of three (3) years, commencing on
January 1, 2002 which shall be known as the "Commencement Date", and expiring on
December 31, 2004, at midnight.
1.4 Use. The Leased Premises shall be used and occupied by Tenant solely
for the purpose of a general business office and for no other purpose without
Landlord's express written consent.
ARTICLE II
RENT
2.1 Base Rental. In consideration of the leasing of the aforesaid premises,
Tenant does hereby covenant and agree with Landlord to pay base rent as follows:
-----------------------------------------------------------------------------------------------------------------------
Timeframe Dates R.S.F. Rate Annualized Monthly Sales Tax Mon w/tax
-----------------------------------------------------------------------------------------------------------------------
Year One Jan 1, 2002 - Mar 31, 2002 12,093 $12.50 $ 37,790.63 $12,596.88 $755.82 $13,352.70
-----------------------------------------------------------------------------------------------------------------------
Year One Apr 1, 2002 - Dec 31, 2002 6,535 $12.50 $ 61,265.63 $6,807.30 $408.44 $ 7,215.74
-----------------------------------------------------------------------------------------------------------------------
Year Two Jan 1, 2003 - Dec 31, 2003 6,535 $13.13 $ 85,804.55 $7,150.38 $429.03 $ 7,579.41
-----------------------------------------------------------------------------------------------------------------------
Year Three Jan 1, 2004 - Dec 31, 2004 6,535 $13.79 $ 90,117.65 $7,509.81 $450.59 $ 7,960.40
-----------------------------------------------------------------------------------------------------------------------
2.2 The first monthly installment of Rent, Common Area Maintenance and
applicable sales tax deposit of Nineteen Thousand Seven Hundred Sixty-One and
99/100 ($19,761.99) is due on or before January 1, 2002.
2.3 In addition to the monthly base rent, Tenant will be assessed a share
equal to its pro rata share of the building for all Basic Operating Expenses,
also known as Common Area Maintenance Items. All rental and CAM plus applicable
state sales tax on both reserved and agreed to be paid under this Lease shall be
paid in lawful currency of the United States of America. Except as otherwise
provided in this Lease, rental payments called for hereunder shall be made to
Landlord without notice, demand, set-off or deduction at the place specified by
Landlord from time to time in writing.
2.4 Tenant's Share of Basic Operating Expenses
(a) The term "Basic Operating Expenses" will include operating costs,
taxes and association assessments for the building and common area.
(b) The term "Common Area" shall mean all real or personal property
owned by the Landlord for the common, non-exclusive use of the Landlord, the
Tenant and their employees, guests and invitees including, but not limited to
sidewalks, landscape areas, lighting, delivery areas, parking areas, entrance
and lobby areas, security, elevators, stairways, hallways shared by more than
one tenant and all lavatories shared by more than one tenant.
(c) The term "Operating Costs" shall mean the operating expenses of
the building and all expenditures by Landlord to maintain the building, parking
and related facilities, and such additional facilities in subsequent years as
may be determined by Landlord to be necessary in accordance with sound and
reasonable practices for facilities of a like kind and character. All operating
expenses shall be determined on an accrual basis in accordance with generally
accepted accounting principles, which shall be consistently applied. Such
operating expenses shall include all expenses, costs and disbursement of every
kind and nature which Landlord shall pay or become obligated to pay because or
in connection with the ownership, operation and maintenance of the building,
including, but not limited to, the following:
(1) Wages and salaries of all employees engaged in direct
operation and maintenance of the building, employer's social security taxes,
unemployment taxes or insurance, and any other taxes which may be levied on such
wages and salaries, the cost of disability and hospitalization insurance and
pension or retirement benefits for such employees;
2
(2) All supplies and materials used in the operation and
maintenance of the building;
(3) Cost of all utilities for the common areas of the building,
including the cost of water, lighting, air-conditioning and ventilating, but
excluding the cost of electricity for the tenants' premises;
(4) Cost of all maintenance and service agreements for the
building, the equipment therein and grounds, including janitorial service
(excluding janitorial service and supplies for the Leased Premises), security
service, landscape maintenance, alarm service, window cleaning and elevator
maintenance;
(5) Cost of all insurance relating to the building, including
casualty and liability insurance applicable to the building, ▇▇▇▇▇▇▇▇'s personal
property used in connection therewith and rent insurance;
(6) All taxes and assessments and governmental charges, whether
federal, state, county or municipal and whether they be by taxing districts or
authorities presently taxing the Leased Premises or by others, subsequently
created or otherwise, and any other taxes and assessments attributable to the
building or its operation excluding, however, Federal and State taxes on income
and ad valorem taxes on Tenant's personal property and on the value of tenant
leasehold improvements to the extent that the same exceeds standard building
allowances, any and all costs and expenses incurred by Landlord in the
decorating of the Common Areas, in the promotion or advertising of the building,
and public relations related to the building and otherwise expended in any way
by Landlord for the promotion, enhancement or enlargement of the reputation of
the building or of the tenants of the building;
(7) Cost of repairs and general maintenance (excluding such
repairs and general maintenance paid by insurance proceeds or by Tenant and
other third parties and alterations attributable solely to tenants of the
building other than the Tenant);
(8) Legal expenses, accounting expenses and management fees
incurred with respect to the building, excluding any legal expenses related to
leasing space to tenants or landlord/tenant disputes or collections, or the
financing, re-financing or selling the building;
(9) Costs incurred in compliance with new or revised federal or
state laws or municipal ordinances or codes or regulations promulgated under any
of the same provided that such costs are amortized over the useful life of the
item or improvement in question so that only the amortized cost attributable to
a given year may be included in Operating Costs hereunder for such year;
(10) Amortization of the cost of installation of capital
investment items which are primarily for the purpose of reducing (or avoiding
increases in) operating costs or which may be required by governmental
authority. All such costs shall be amortized over the reasonable life of the
capital investment items with the reasonable life and amortization schedule
3
being determined in accordance with generally accepted accounting principles and
in no event to extend beyond the reasonable life of the building. In the case of
installations for the purpose of reducing (or avoiding increases in) operating
costs, Landlord shall upon request, provide Tenant a cost justification
therefor.
(11) Basic Operating Costs shall not include (i) expenditures
classified as capital expenditures for Federal income tax purposes (except as
set forth in Section 2.2(c)(10)), (ii) costs for which Landlord is entitled to
specific reimbursement by ▇▇▇▇▇▇, any other tenant of the building, or any other
third party, (iii) costs of initial construction of the building (iv) cost of
renovating or modifying space in the building for lease to other tenants, (v)
leasing commissions, ground rentals, and all non-cash expenses (including
depreciation), and (vi) debt service on any indebtedness secured by the
building.
(d) The Tenant's proportionate share of Basis Operating Expenses shall
be: January 1, 2002 - March 31, 2002 - 12,093 Rentable Square Feet = 50.39%: and
April 1, 2002 - December 31, 2004 - 6,535 Rentable Square Feet = 27.23% of the
total operating expenses and shall be paid to Landlord on the first day of each
month along with basic rent in an amount equal to one-twelfth (1/12) of the
Landlord's estimate of Tenant's proportionate share of same.
(e) Within 120 days after the end of each calendar year, or as soon
thereafter as possible, Landlord shall furnish to Tenant an operating statement
showing actual taxes and operating expenses incurred in the proceeding year and
an appropriate cash adjustment shall be made between Landlord and Tenant to
reflect any difference between payments made based upon the costs and the actual
costs. Within sixty (60) days of receipt by Tenant of the statement, Tenant
shall have the right in person and at ▇▇▇▇▇▇'s expense to inspect Landlord's
books and records showing the operating expenses and taxes for the Building for
the calendar year covered by the statement. The Statement shall become final and
conclusive between the parties unless the Landlord receives written objections
within a sixty (60) day period. Payment of the amount due either party (Landlord
or Tenant) shall be made within ten (10) business days following the end of the
sixty (60) day examination period. Anything herein to the contrary
notwithstanding, Tenant shall not delay or withhold any payment or balance shown
to be due pursuant to a statement rendered by Landlord to Tenant because of any
objection Tenant may raise with respect to the Statement. Provided, further,
however, that if within the calendar year there shall be collective increases in
the taxes or operating expenses which exceed ten (10%) percent of the estimated
budget, the Landlord may, at his option, adjust the budget for the remaining
portion of the year to reflect such change so as to more accurately reflect
costs and prevent a large variance between the estimated budget and the actual
expenses paid.
(f) Tenant shall be solely responsible for providing cleaning services
and the expenses and supplies relating to the cleaning service of its demised
space. Tenant shall make its own separate arrangement and is legally responsible
for the disposal of all hazardous wastes generated from within the Demised
Premises.
4
ARTICLE III
LANDLORD'S SERVICES
3.1 Services to be furnished by Landlord. Landlord shall use its best
efforts to furnish Tenant, subject to the Building Rules and Regulations
(hereafter defined) and ▇▇▇▇▇▇'s performance of its obligations hereunder, the
following services:
(a) Maintenance of the heating, ventilation and air conditioning
system serving the premises. Tenant is responsible for electric charges for the
air conditioning system and other electric usage in Tenant's premises. Landlord
furnishes air conditioning and heating in the common areas. In the event that
Tenant experiences HVAC service problems in the Premises, Tenant shall have the
right to contact ▇▇▇▇▇▇▇▇'s property manager to initiate an HVAC service call.
In the event that ▇▇▇▇▇▇▇▇'s property manager has not responded either by
telephone or by visit to the Premises within 2 business hours, then Tenant shall
have the right to contact Landlord at 954/340-5594 to thereby initiate an HVAC
service call. Landlord shall be responsible for the costs and expenses of any
HVAC contract, including without limitation service calls under an HVAC
contract.
(b) Hot and cold water at those points of supply provided for lavatory
and drinking purposes only.
(c) Janitorial service in and about the building five (5) days per
week, and periodic window washing; however, Tenant shall hire and pay the costs
attributable to the cleaning of their own Leased Premises.
(d) Elevators for access to and egress from the Leased Premises and
the building twenty-four (24) hours a day, seven (7) days a week.
(e) Electricity for all common areas and parking areas.
(f) Replacement of fluorescent lamps building, standard light fixtures
installed by Landlord and incandescent bulb replacement in all public areas.
3.2 Failure by Landlord to any extent to furnish such services or any
cessation thereof of Landlord shall not render Landlord liable in any respect
for damages to either person or property, nor be construed as an eviction of
Tenant nor work an abatement of rent, nor relieve Tenant from fulfillment of any
covenant or agreement hereof, except as specifically set forth to the contrary
herein. Should any of such services be interrupted, Landlord shall use
reasonable diligence to restore same promptly, but Tenant shall have no claim
for rebate of rent or damages or eviction on account thereof, except as
specifically set forth to the contrary herein. In the event that the Premises is
rendered untenantable in whole or in part due to any failure of or disruption of
any services provided by or through Landlord (including, for example only, HVAC
services to the Premises), then if such condition continues for any period in
excess of 5 consecutive days Tenant shall have the right to ▇▇▇▇▇ its rents
hereunder commencing on the 6th day and thereafter until such service is
restored and the Premises is again tenantable, with such abatement being based
upon the extent of and for the duration of such untenantability.
5
3.3 Tenant shall pay directly to the utility providing service monthly, as
billed such charges as may be separately metered to Tenant for any electric
services utilized by Tenant. It is expressly understood it is the Tenant's
responsibility to make application to the appropriate utility service for
required service and to make any deposit required by the utility for such
service in sufficient time to allow utility company to provide service on date
required. Failure to have such utility service available will not extend the
date upon which the lease term begins or when rental payment commences.
ARTICLE IV
PREPARATION OF PREMISES
4.1 Landlord shall make those improvements completed and prepared for
▇▇▇▇▇▇'s occupancy in accordance with the agreed upon plans and specifications
between Landlord and Tenant attached hereto and made a part hereof and
hereinafter referred to as "Standard Improvements" Exhibit "C". Any other
facilities, material or work undertaken by or for the account of a tenant over
and above standard work set forth on Exhibit "C" will be "Special Work" with its
expenses to be totally borne by the Tenant. ▇▇▇▇▇▇▇▇ agrees to notify Tenant of
the proposed schedule for all of such work on or before February 1, 2002, and to
complete such work no later than March 15, 2002. Landlord and ▇▇▇▇▇▇ agree to
use their reasonable, good faith efforts to stage and schedule such work so as
to minimize any interference with or disturbance of Tenant's business use of the
remainder of the Leased Premises (including without limitation Suite 101
thereof) due to the performance of any of such work.
4.2 The premises shall be deemed ready for occupancy on the date on which
standard work and any Special Work shall have been substantially completed
notwithstanding the fact that minor or insubstantial details of construction or
adjustment remain to be performed, the non-completion of which does not
materially interfere with ▇▇▇▇▇▇'s use of the premises. Any such minor items not
completed or requiring adjustment will be itemized on a punch list and Landlord
will utilize his best efforts to complete such items promptly. It is expressly
understood that the correction, completion or adjustment of punch list items or
corrections or adjustment required by the Landlord under any warranties
hereunder do not constitute a valid reason for withholding of rental or any
other payments due hereunder. Completion of the work required by Landlord shall
be delayed due to any act or omission of the Tenant including delays due to
changes or additions requested of Landlord, delays in Tenant submission of plans
or other information or in giving required approvals or authorizations; or due
to additional time needed, for the completion of any special work by or for the
Tenant then the premises shall be deemed ready for occupancy on the date they
would have been ready but for such delay and rent and other payments shall
commence as of such earlier date.
ARTICLE V
REPAIR AND MAINTENANCE
5.1 Landlord warrants for a period of one (1) year from date of issuance of
a Certificate of Occupancy or the occupancy of the Tenant, whichever occurs
earlier, all work in Tenant's premises against any defects due to faulty
material, equipment or workmanship which warranty shall apply to work done by
subcontractors as well as to work done by direct employees of the Landlord.
6
5.2 Except as specifically provided in Article IV above and during the
warranty period set forth in Section 5.1, Landlord shall not be required to make
any improvements or repairs or alterations whatsoever to the Leased Premises
except as may be required to the corridors and common areas and to the equipment
used to provide the services set forth in ARTICLE III. Tenant shall promptly
give Landlord written notice of any damage in the leased Premises. This Section
5.2 shall not apply in the case of damage or destruction by fire or other
casualty, which event is covered elsewhere in this Lease.
5.3 The builder's warranty and ▇▇▇▇▇▇▇▇'s warranty, which are given in this
ARTICLE, is in lieu of and cancels any undertaking or duty by Landlord to make
statements to Tenant of facts affecting the value of the property, if any such
duty now or at a later date is found by a court to exist.
ARTICLE VI
TENANT CARE AND REPAIR
6.1 Tenant shall maintain the Leased Premises in a clean, attractive
condition and shall be responsible for all repairs within the Leased Premises,
except as specifically provided in ARTICLE V hereof, normal wear and tear, fire
or other casualty, condemnation and the acts or omissions of Landlord, its
agents, servants, employees or contractors all excepted.
ARTICLE VII
LATE PAYMENTS
7.1 ▇▇▇▇▇▇ agrees to timely pay all rents and sums provided to be paid to
Landlord hereunder at the times and in the manner herein provided and to occupy
at all times the Leased Premises. If any minimum annual rent or other payment
required under this Lease remains unpaid for ten (10) days after Tenant receives
notice of such arrearage from Landlord, a service charge equal to the amount of
ten (10%) percent of the amount overdue may be charged by the Landlord for the
purpose of defraying the additional expenses incident to the handling of such
overdue amount, provided, however such notice shall only be required one time
per year and, for any subsequent late payment, the service charge shall be
applicable if rent remains unpaid for ten (10) days after it is due. If tenant
should fail to pay any payment owing from Tenant to Landlord pursuant to this
Lease, such unpaid amounts shall bear interest from the due date hereof to the
date of payment at a rate equal to the lower of the rate of one and one and
one-half percent (1 1/2%) per month or the highest rate permitted by law. In the
event that any check, bank draft, order for payment or negotiable instrument
given to Landlord for any payment under this Lease shall be dishonored for any
reason whatsoever not attributable to Landlord, Landlord shall be entitled to
make an administrative charge to Tenant of Twenty-Five and 00/100 ($25.00)
Dollars. ▇▇▇▇▇▇ recognizes and agrees that the aforesaid charges represent, at
the time this Lease is made, a fair and reasonable estimate and liquidation of
the costs of Landlord in the administration of the Building resulting from the
events described, which costs are not contemplated or included in any rent or
other charges provided to be paid by Tenant to Landlord in this Lease.
7
ARTICLE VIII
HOLDING OVER
8.1 If Tenant should remain in possession of the Leased Premises after the
termination of expiration of the term without the execution by Landlord and
Tenant of a new lease, then Tenant shall be deemed to be occupying the Leased
Premises as a tenant at sufference, subject to all the covenants and obligations
of this Lease and at a base rental of 150% of the rental in effect immediately
prior to such expiration or termination, computed on a the basis of a thirty
(30) day month, for the first three (3) months of such hold-over, and 200% of
such base rental thereafter but such holding over shall not extend the term
hereof. Tenant shall give Landlord at least thirty (30) days prior written
notice of any intention to remove from the premises and shall be entitled to
thirty (30) days notice from Landlord in the event Landlord desires possession
of the premises.
ARTICLE IX
ALTERATIONS ADDITIONS, & IMPROVEMENTS
9.1 Tenant will make no alteration, change, improvement, repair,
replacement or addition to the Leased Premises without the prior written consent
of Landlord, which consent shall not be unreasonably withheld, conditioned or
delayed by Landlord. Tenant may remove its trade fixtures, office supplies and
movable office furniture and equipment not attached to the building provided
such removal is made prior to the termination or expiration of the term; Tenant
is not then in default in the timely performance of any obligation or covenant
under this Lease; and Tenant promptly repairs all damage caused by such removal
All other property at the Lease Premises and any alternation or addition to the
Leased Premises (including but not limited to wall-to-wall carpeting, drywall
partitions, paneling or other wall covering) and any other article attached or
affixed to the floor, wall or ceiling of the Leased Premises shall become the
property of Landlord and shall be surrendered with the Leased Premises as part
thereof at the termination of this Lease, without payment or compensation
therefor. If, however, Landlord so requests in writing, Tenant will, prior to
vacating the premises upon the termination or expiration of its Lease, remove
any and all alterations, additions, fixtures, equipment and property placed or
installed by it in the Leased Premises after March 31, 2002, and will repair any
damage caused by such removal. ▇▇▇▇▇▇'s personalty and equipment are and will be
security for Tenant's obligations under this Lease.
ARTICLE X
ASSIGNMENT
10.1 Tenant shall not assign this Lease nor any rights hereunder, nor let
or sublet all or any part of the Leased Premises, nor suffer or permit any
person or entity to use any part of the Leased Premises, without first obtaining
the express written consent of Landlord, , which consent shall not be
unreasonably withheld, conditioned or delayed by Landlord. ▇▇▇▇▇▇▇▇'s consent
shall not be required in connection with an assignment or sublease to an
"affiliate" of Tenant. For purposes hereof an "affiliate" means any person,
corporation, partnership or other legal person or entity now or hereafter in
control of, controlled by or under common control with Tenant. Should Landlord
8
consent to such assignment of the Lease, or to a sublease of all or any part of
the Leased Premises, Tenant does hereby guarantee payment of all rent herein
reserved until the expiration of the term hereof and no failure of Landlord to
promptly collect from any assignee or sublessee, or any extension of the time
for payment of such rents, shall release or relieve Tenant from its guaranty or
obligation of payment of such rents. Any assignment by Landlord shall not
relieve Tenant of its obligations hereunder.
10.2 Landlord shall have the right to transfer and assign, in whole or in
part, all of its rights and obligations hereunder, and in the building and
property referred to herein, and upon any such transfer or assignment no further
liability or obligation shall thereafter accrue against Landlord hereunder,
(except to the extent of any retained ▇▇▇▇▇▇'s interest by Landlord upon any
partial assignment of its interest in this Lease).
ARTICLE XI
CONTROL OF COMMON AREAS
11.1 All automobile parking areas, driveways, entrances and exits thereto,
and other facilities furnished by Landlord, including an parking area, truck way
or ways, loading areas, pedestrian walkways, ramps, landscaped areas, stairways
and other areas and improvements provided by Landlord for the general use, in
common, of tenants, their officers, agents, employees, invitees, licensees,
visitors and customers shall be at all times subject to such reasonably,
uniformly applicable rules and regulations as the Landlord shall, from time to
time establish, modify and enforce with respect to all such facilities and
areas. All such parking shall be available to Tenant, its employees, agents,
contractors and invitees, on a free-of-charge, first-come first-served basis
throughout the Term.
ARTICLE XII
RULES AND REGULATIONS
12.1 Tenant shall comply with all rules and Landlord may apply regulations
as to all tenants of the building. Such rules and regulations will include but
not necessarily be limited to those initial rules and regulations set forth in
Exhibit "D" attached hereto, which may, at the discretion of the Landlord, be
subsequently modified.
ARTICLE XIII
RELOCATION
13.1 [Intentionally omitted.]
9
ARTICLE XIV
FLOOR LOADS, NOISE, AND VIBRATION
14.1 Tenant shall not place a load upon any floor of the Leased Premises,
which exceeds the load per square foot, which such floor was designed to carry
or which is allowed by law. Business machines and mechanical equipment belonging
to Tenant which cause noise or vibrations that may be transmitted to the
structure of the building or to the Leased Premises to such a degree as to be
objectionable by Landlord shall, at the Tenant's expense, be placed and
maintained by Tenant in settings of cork, rubber or spring-type vibration
eliminators sufficient to eliminate such noise or vibration.
ARTICLE XV
LANDLORD'S INSURANCE
15.1 At all times during the term of this Lease, the Landlord shall
maintain all necessary insurance on the premises including property insurance on
a "causes of loss-special form," replacement cost basis loss of rents, and
commercial general liability insurance. The insurance maintained will also be
subject to the requirements of any institutional first mortgagee. The insurance
will be maintained in the name of the Landlord only. The cost of this insurance
will be included with the operating cost to be allocated to tenants in
accordance with ARTICLE II - 2.2 of this Lease.
15.2 Landlord and Tenant each waive any claim against each other for any
damage to property subject to insurance. Each party agrees to obtain a waiver of
subrogation from its insurance carrier permitting this waiver.
ARTICLE XVI
TENANT'S INSURANCE
16.1 Tenant shall at its sole expense, provide and maintain in force during
the entire term of this Lease, and any extension or renewal hereof commercial
general liability insurance, including without limitation, contractual
liability, in not less than a combined single limit amount of One Million and
00/100 ($1,000,000.00) Dollars to cover the agreement in ARTICLE XVII - HOLD
HARMLESS. The original of each such policy of insurance or certified duplicate
thereof issued by the insurance of insuring organization shall be delivered by
Tenant to Landlord on or before ten (10) days prior to occupancy of the Leased
Premises by Tenant.
ARTICLE XVII
HOLD HARMLESS
17.1 The Tenant covenants and agrees with Landlord that during the entire
term of this Lease the Tenant will indemnify and save harmless the Landlord
against any and all claims, debts, demands or obligations which may be made
against the Landlord or against the Landlord's title in the premises arising by
reason of any negligent acts or omissions of the Tenant, its officers, agents or
employees in occupying the premises; and not any negligent acts or omissions of
the Landlord, its officers, agents or employees; and if it becomes necessary for
10
the Landlord to defend any action seeking to impose any such liability, the
Tenant will pay the Landlord all costs of court and reasonable attorneys' fees
incurred by Landlord in such defense, in addition to any other sums which said
Landlord may be called upon to pay by reason of a judgment or decree against the
Landlord in the litigation in which such claim is asserted.
17.2 Tenant shall keep and maintain the demised premises in compliance
with, and shall not cause or permit the demised premises to be in violation of
any federal, state or local laws, ordinances or regulations including, without
limitation, those relating to zoning, building, occupational safety and health,
industrial hygiene or to the environmental conditions on, under or about the
demised premises, including but not limited to soil and ground water conditions.
Tenant shall not use, generate, manufacture, store or dispose of, on, under or
about the demised premises or transport to or from the demised premises any
flammable explosives, radioactive materials, corrosives or acids, including
without limitation any and all substances defined as or included in the
definition of "hazardous substances", "hazardous wastes", "hazardous materials",
and "toxic substances" under any applicable federal or state laws or regulations
(collectively, the "Hazardous Materials").
17.3 Tenant hereby agrees to indemnify Landlord and hold Landlord harmless
from and against any and all claims, losses, damages, liabilities, fines,
penalties, charges, administrative and judicial proceedings and orders,
judgments, remedial action requirements, enforcement actions of any kind and all
costs and expenses incurred in connection therewith (including but not limited
to attorneys' fees, paralegal charges and expenses), arising directly or
indirectly, in whole or in part due to Tenant's, its employees'; agents';
contractors'; or subtenants' handling, treatment or disposal of any Hazardous
Materials which contaminates any of the demised premises or surrounding lands or
ground water.
17.4 The Landlord covenants and agrees with Tenant that during the entire
term of this Lease the Landlord will indemnify and save harmless the Tenant
against any and all claims, debts, demands or obligations which may be made
against the Tenant arising by reason of any negligent acts or omissions of the
Landlord, its officers, agents or employees in occupying the building and common
areas; and not any acts or omissions of the Tenant, its officers, agents or
employees; and if it becomes necessary for the Tenant to defend any action
seeking to impose any such liability, the Landlord will pay the Tenant all costs
of court and reasonable attorneys' fees incurred by ▇▇▇▇▇▇ in such defense, in
addition to any other sums which said ▇▇▇▇▇▇ may be called upon to pay by reason
of a judgment or decree against the Tenant in the litigation in which such claim
is asserted provided such claim is a result of the actions or obligations of
Landlord.
17.5 The obligations of Landlord and Tenant to indemnify and hold each
other harmless under this Article shall survive any conveyance, transfer or
foreclosure of the Landlord's or ▇▇▇▇▇▇'s interest herein and further survive
the termination or expiration of the Lease.
ARTICLE XVIII
DESTRUCTION OR DAMAGE BY FIRE OR OTHER CASUALTY
18.1 In the event of a fire or other casualty in the Leased Premises,
Tenant shall immediately give notice thereof to Landlord. If the Leased Premises
shall be partially destroyed by fire or other casualty so as to render the
11
Leased Premises untenable in whole or in part, the rental provided for herein
shall ▇▇▇▇▇ as to the portion of the Leased Premises rendered untenable until
such time as the Leased Premises are made tenantable as determined by Landlord
and Landlord agrees to commence and complete such repair work promptly and with
reasonable diligence, or in the event of total or substantial damage or
destruction of the building or common areas where Landlord decides not to
rebuild, then all rent owed up to the date of such damage or destruction shall
be paid by Tenant and this Lease shall terminate upon notice thereof to Tenant.
Landlord shall give Tenant written notice of its decisions, estimates or
elections under this ARTICLE XVIII within sixty (60) days after any such damage
or destruction. If the estimated repair period is greater than one hundred
twenty (120) days then Tenant shall also have the right to elect to terminate
this Lease.
18.2 Should Landlord elect to effect any repairs under ARTICLE XVIII or
ARTICLE XIX, Landlord shall only be obligated to restore or rebuild the Leased
Premises to a building standard condition, and then only to the extent that
insurance proceeds or condemnation awards or agreed condemnation settlement
proceeds are available to Landlord therefor.
ARTICLE XIX
CONDEMNATION
19.1 If the Leased Premises, building, or any part thereof other than
parking, shall be taken or condemned for any public purpose (or conveyed in lieu
or in settlement thereof) to such an extent as to render the remainder of the
building or Leased Premises, in the opinion of Landlord, not reasonably suitable
for occupancy, this Lease shall, at the option of either party, forthwith cease
and terminate, and all proceeds from any taking or condemnation of the building
and the Leased Premises shall belong to and be paid to Landlord. If a material
portion of off-street parking is taken, Tenant may terminate the Lease if
Landlord does not provide substitute parking to Tenant. If this Lease is not so
terminated, Landlord shall repair any damage resulting from such taking, to the
extent and in the manner provided in ARTICLE XVIII and rental hereunder shall be
abated to the extent the Leased Premises are rendered untenable during the
period of repair, and thereafter be adjusted on an equitable basis considering
the areas of the Leased Premises taken and remaining.
ARTICLE XX
SIGNS
20.1 No signs, symbols or identifying marks shall be placed upon the
building or in the halls, elevators, staircases, entrances, parking areas or
upon the doors of walls without prior written approval of Landlord or without
obtaining all applicable governmental agencies' permits. Landlord's approval
shall not be unreasonably withheld, conditioned or delayed. ▇▇▇▇▇▇▇▇ agrees to
provide and install, at Tenant's cost all letters or numerals on doors in the
Leased Premises. All such letters and numerals shall be in the building standard
graphics, and no others shall be used or permitted on the Leased Premises.
Tenant shall maintain Tenant identification sign on parking lot entrance wall.
12
ARTICLE XXI
DEFAULT BY LANDLORD OR TENANT
21.1 Each of the following shall be deemed default by the Tenant and a
breach of this Lease:
(a) The filing of a petition by or against the Tenant for adjudication
as bankrupt under the Bankruptcy Code, as now or hereafter amended or
supplemented, or for reorganization within the meaning of Chapter XI of said
Bankruptcy Code, or for arrangement within the meaning of Chapter XI of said
Bankruptcy Code, or the filing of any petition by or against the Tenant under
any further bankruptcy act for the same or similar relief. The dissolution or
the commencement of any action or proceeding for the dissolution or liquidation
of the Tenant whether instituted by or against the Tenant or for the appointment
of a receiver or trustee of the property of the Tenant.
(b) The taking of possession of the premises or property of the Tenant
upon the premises by any governmental officer or agency pursuant to statutory
authority for the dissolution, rehabilitation, reorganization or liquidation of
the Tenant.
(c) The making by the Tenant of any assignment for the benefit of
creditors under Federal bankruptcy law.
(d) A failure to pay the rent herein reserved, or additional rent or
any part thereof, as and when due, which failure is not cured within five (5)
business days after receipt of a written notice thereof from Landlord..
(e) Failure in the performance of any other covenant or condition of
this Lease on the part of the Tenant to be performed, for a period of ten (10)
business days after receipt of written notice from Landlord. If any such
default, by its nature, is not reasonably susceptible to cure with such 10-day
period, then Tenant shall have such additional time to complete such cure as is
reasonably necessary under the circumstances in question provided Tenant
promptly commences and diligently prosecutes such cure to completion.
(i) For the purposes of subdivision "e" of this ARTICLE XXI no
failure on the part of the Tenant in the performance of work required to be
performed or acts to be done or conditions to be modified shall be deemed to
exist if steps shall have, in good faith, been commenced promptly by the Tenant
to rectify the same and shall be prosecuted to completion with diligence and
continuity. If the matter in question shall involve building construction, and
if the Tenant shall be subject to unavoidable delay, either by reason of
governmental regulations restricting the availability of labor or materials, or
by strikes or other labor troubles, or by reason of conditions beyond the
control of the Tenant, the Tenant's time to perform under said subdivision e) of
this ARTICLE XXI shall be extended for a period commensurate with such delay.
(ii) In the event of any such default of the Tenant the Landlord
may serve a written notice upon the Tenant that the Landlord elects to terminate
this Lease upon a specified date not less than ten (10) days after the date of
the serving of such notice, and if the default remains uncured or the time
13
period is not extended as herein provided, this Lease shall then expire on the
date so specified as if that date had been originally fixed as the expiration
date of the term herein granted.
(iii) In the event this Lease shall be terminated as hereinbefore
provided, or by summary proceedings or otherwise, or in the event the demised
premises or any part thereof shall be abandoned by the Tenant, the Landlord, or
its agents, servants or representatives, may immediately or at any time
thereafter, re-enter and resume possession of said premises or such part hereof,
and remove all persons and property therefrom, either by summary dispossess
proceedings or by a suitable action or proceeding at law, without being liable
for any damages therefore. Moving out of the premises or leaving the premises
vacant shall not be deemed an abandonment of the premises, provided the Tenant
continues to pay the rent as and when due. No re-entry by the Landlord shall be
deemed an acceptance of surrender of this Lease.
(iv) In the event this Lease be terminated by summary
proceedings, or otherwise as provided herein, or if the premises shall have been
abandoned and whether or not the premises be relet, the entire amount of rent
which would be paid to the expiration date of this Lease shall become due and
payable. In the event the premises are relet by the Landlord, the Landlord shall
be entitled to recover from Tenant, and the Tenant shall pay to the Landlord, in
addition to any other damages becoming due hereunder, an amount equal to the
amount of all rents and additional rent reserved under this Lease, less the net
rent if any, collected by the Landlord on reletting the demised premises, which
shall be due and payable by the Tenant to the Landlord on the several days on
which the rent and additional rent reserved in this Lease would have become due
and payable; that is to say, upon each of such days the Tenant shall pay to the
Landlord the amount of deficiency then existing. Such net rent collected on
relenting by the Landlord shall be computed by deducting from the gross rents
collected, all reasonable expenses incurred by the Landlord in connection with
the reletting of the premises or any part thereof, including brokers' commission
and the cost of repairing, renovating or remodeling said premises; however, the
expenses to be deducted in computing the net rent collected on reletting shall
not include the cost of performing any covenant contained herein required to be
performed by Tenant.
(v) Any effort by the Landlord to relet premises or mitigate
damages it may have against Tenant shall not preclude the right of the Landlord
to obtain by judicial process a Judgment for the entire amount of rent which
would be paid to the expiration date of this Lease, if said ▇▇▇▇▇ is terminated
by summary proceedings or otherwise as provided herein.
21.2 Landlord's liability for a default by Landlord under this Lease shall
in all events, be limited to its interest in the Leased Premises if the Leased
Premises is unencumbered by a mortgage or, if the Leased Premises is encumbered,
limited to an amount equal to the value of a fee simple interest in the Leased
Premises.
21.3 Landlord shall have and enjoy a landlord's statutory lien upon all of
the goods, wares, furniture, fixtures, office equipment, supplies and other
property of Tenant now or hereafter placed in, upon or about the Demised
Premises, and all proceeds thereof, as security for all of the obligations of
Tenant under this Lease, provided that Tenant shall have the right to make sales
of its goods, wares and merchandise to its customers in the normal and regular
14
course of its business conducted in the Demised Premises free and clear of the
aforesaid lien and security interest. Tenant shall not remove any of its
personal property from the Demised Premises until all of Tenant's obligations
under this Lease have been satisfied in full. Without intending to exclude any
other manner of giving Tenant any required notice, any requirement of reasonable
notice to Tenant of Landlord's intention to dispose of any collateral pursuant
to the enforcement of such security' interest shall be met if such notice is
given in the manner prescribed in Paragraph 30.1 of this Lease at least five (5)
days before the time of any such disposition. Any sale made pursuant to the
enforcement of such security interest shall be deemed to have been a public sale
conducted in a commercially reasonable manner if held in the Demised Premises
after the time, place and method of sale and a general description of the types
of property to be sold have been advertised in a daily newspaper published in
Broward County, Florida, for five (5) consecutive days before the date of sale.
Landlord shall have all of the rights and remedies of a secured party under the
Florida Uniform Commercial Code, and upon request by Landlord, ▇▇▇▇▇▇ agrees to
execute and deliver to Landlord a financing statement in form sufficient to
perfect the security interest of Landlord in the aforementioned property and
proceeds thereof.
ARTICLE XXII
SUBORDINATION
This Lease, its terms, conditions and all leasehold interests and rights
hereunder are expressly made, given and granted subject and subordinate to the
lien of any bona fide first mortgage which the Landlord may secure from any
bank, life insurance company, savings and loan association or other recognized
lending institution; and ▇▇▇▇▇▇ agrees to execute any instrument or instruments
required by the mortgagee to subordinate the terms of this Lease to any such
first mortgage that may be placed upon the premises by the Landlord. In the
event of foreclosure when this Lease is not terminated, the Tenant agrees to
attorn rent due hereunder to the mortgagee or its successor in interest or to
the successful purchaser at foreclosure sale (new substitute landlord).
ARTICLE XXIII
ACCESS BY LANDLORD
Tenant shall permit Landlord or its agents or representatives to enter
into and upon any part of the Leased Premises at all reasonable business hours
to inspect same; to clean the Leased Premises after normal business hours; to
make repairs, alterations or additions thereto, as Landlord may deem necessary
or desirable; to show the Leased Premises to prospective purchasers or tenants;
or for any other purpose deemed reasonable by Landlord. Landlord agrees to use
its best reasonable efforts to minimize any interference with or disturbance of
Tenant's use and/or quiet enjoyment of the Leased Premises at all times while
Landlord, its agents, employees, contractors or invitees are performing any such
work and/or are within the Leased Premises.
15
ARTICLE XXIV
LAWFUL USE OF PREMISES
Tenant further covenants and agrees that said demised land and all
buildings and improvements thereon during the term of this Lease shall be used
only and exclusively for lawful purposes; and that said Tenant will not
knowingly use or suffer anyone to use said premises or building for any purpose
in violation of the laws of the United States, the State of Florida, the County
of Broward, or any other governmental unit wherein the premises may be located.
ARTICLE XXV
QUIET ENJOYMENT
Landlord covenants that so long as Tenant pays the rent reserved in this
Lease and performs its agreements hereunder, Tenant shall have the right to
quietly enjoy and use the Leased Premises for the term hereof, subject only to
the provisions of this Lease.
ARTICLE XXVI
TENANT FORBIDDEN TO ENCUMBER LANDLORD'S INTEREST
It is expressly agreed and understood between the parties hereto that
nothing in this Lease contained shall ever be construed as empowering the Tenant
to encumber or cause to be encumbered the title interest of Landlord in the
demised premises in any manner whatsoever. In the event that regardless of this
prohibition any person furnishing or claiming to have furnished labor or
materials at the request of the Tenant, or of any person claiming by, through or
under the Tenant shall file a lien against Landlord's interest therein, Tenant,
within thirty (30) days after being notified thereof shall cause said lien to be
satisfied of record or the premises released therefrom by the posting of a bond
or other security as prescribed by law, or shall cause same to be discharged as
a lien against ▇▇▇▇▇▇▇▇'s interest in the demised premises by an order of a
court having jurisdiction to discharge such lien.
ARTICLE XXVII
APPLICABLE LAW
This Lease is entered into in the State of Florida and shall be governed by
the applicable law of said State, the forum to resolve any dispute to be the
Broward County Circuit Court.
ARTICLE XXVIII
SECURITY DEPOSIT
28.1 Tenant shall pay to Landlord the amount of Twenty-two Thousand Eight
Hundred Forty-seven and 90/100 ($22,847.90) Dollars to secure performance of
Tenant's obligations hereunder.
16
ARTICLE XXIX
RECOVERY OF LITIGATION EXPENSE
In the event that litigation is instituted between Landlord and Tenant,
each shall, as the case may be, indemnify and pay to the prevailing party, all
costs and expenses including, but not limited to, reasonable attorneys' fees
actually incurred in enforcing the terms and provisions of this Lease or
incurred in any Court action including attorneys' fees which may be incurred on
appeal.
ARTICLE XXX
NOTICES AND ESTOPPELS
30.1 All notices required by the law and this Lease to be given by one
party to the other shall be in writing and the same shall be served by Certified
Mail Return Receipt Requested, in postage prepaid envelopes addressed to the
following addresses or such other addresses as may be by one party to the other
designated in writing:
AS TO LANDLORD:
CONECA PROPERTIES, L.C.
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
AS TO TENANT:
Carecentric, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
WITH A COPY TO:
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP
2800 One Atlantic Center
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
30.2 Tenant shall execute such estoppel certificates to confirm the term of
Tenant's Lease; renewal options; rent paid; occupancy acceptance subject only to
minor punch-list items; obligations to pay rent etc., as may from time to time
be reasonably requested by Landlord. LANDLORD'S Estoppel Certificate shall not
estop LANDLORD from thereafter asserting its rights and remedies regarding any
default existing on or before the date on which Landlord executes such Estoppel
Certificate of which LANDLORD did not have actual knowledge on the date of
execution thereof.
ARTICLE XXXI
ENTIRE AGREEMENT, BINDING EFFECT AND SEVERABILITY
31.1 This Lease and any written addenda and all exhibits hereto (which are
expressly incorporated herein by this reference) shall constitute the entire
agreement between Landlord and Tenant; no prior written or prior or
17
contemporaneous oral promises or representations shall be binding. This Lease
shall not be amended, changed or extended except by written instrument signed by
both parties hereto. The provisions of this Lease shall be binding upon and
inure to the benefit of the heirs, executors, administrators, successors and
assigns of the parties, but this provision shall in no way alter the
restrictions on assignment and subletting applicable to Tenant hereunder. If any
provision of this Lease or the application thereof to any person or circumstance
shall at any time or to any extent be held invalid or unenforceable, and the
basis of the bargain between the parties hereto is not destroyed or rendered
ineffective thereby, the remainder of this Lease or the application of such
provision to persons or circumstances other than those as to which it is held
invalid or unenforceable shall not be affected thereby.
31.2 Effect of Delivery of this Lease. ▇▇▇▇▇▇▇▇ has delivered a copy of
this Lease to Tenant for Tenant's review only and the delivery hereof does not
constitute an offer to Tenant or an option to lease. This Lease shall not be
effective until a copy executed by both Landlord and ▇▇▇▇▇▇ is delivered to and
accepted by Landlord.
ARTICLE XXXII
REAL ESTATE BROKERAGE COMMISSION
32.1 Brokerage Commissions. Tenant represents to Landlord that no broker or
agent, other than Spectrum Commercial Group (Landlord's Agent) and ▇▇▇▇▇▇▇▇ &
Company (▇▇▇▇▇▇'s Agent) was instrumental in procuring or negotiating or
consummating this Lease, and ▇▇▇▇▇▇ agrees to defend and indemnify Landlord
against any loss, expense or liability incurred by Landlord as a result of a
claim by any other broker or finder in connection with this Lease or its
negotiation.
32.2 Real Estate Commission will be paid to ▇▇▇▇▇▇'s agent as follows:
Three years commission at 3% based on $12.50 per square foot base rent,
$7,872.94, to be paid on the commencement date. Additionally, on the thirteen
(13th) month, $1,426.41; on the twenty-fifth (25th) month, $1,299.81; and on the
Thirty-seventh (37th) month, $1,429.20; the payments being the difference of the
base rental rate and the CAM will be paid to Tenant's Agent, provided however
that if Tenant is in Default of any of the monetary Terms and Conditions of the
Lease Agreement, these additional commissions will not be paid unless and until
such Default is cured. ▇▇▇▇▇▇▇▇'s Agent compensation to be governed by separate
agreement.
ARTICLE XXXIV
PARKING
The Tenant and its employees shall park their cars in areas designated by
Landlord on the property from time to time. Failure to do so shall be an event
of default by Tenant under Section 21.1 (e) hereof. ▇▇▇▇▇▇ further agrees that
upon notice from Landlord it will, within five (5) days, furnish the state
automobile license numbers assigned to cars of all employees. Landlord reserves
the right to assign parking spaces to the exclusive use of designated tenants;
provided that at all times throughout the term hereof there is reasonably
sufficient non-reserved parking for the use of Tenant, its agents, employees and
visitors.
18
ARTICLE XXXV
RADON GAS DISCLOSURE.
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.
ARTICLE XXXVI
COMPLIANCE WITH ENVIRONMENTAL LAWS
To the extent that Tenant is responsible, Tenant represents and warrants to
Landlord that Tenant shall not use the Demised Premises in any manner which
would violate any applicable environmental protection statutes, laws, rules or
regulations. Without limiting the foregoing, Tenant represents and warrants to
Landlord that no hazard substance, hazard waste, pollutant, contaminant, nuclear
or byproduct material, or toxic waste material of any kind whatsoever will be
released or disposed of on the Demised Premises or anywhere in the Building in
violation of applicable environmental protection statutes, laws, rules or
regulations. Tenant agrees to and shall indemnify, defend (by counsel reasonable
acceptable to Landlord) and hold the Landlord harmless of, from and against (i)
any and all liability, claims, obligations, losses, damages, awards, judgments,
or amounts paid in settlement or comprised thereon, and costs associated
therewith, including reasonable attorneys' fees, incurred by Landlord or
assessed against the Building by virtue of any investigation, inquiry,
litigation, suit, action, or claim of or by any governmental or
quasi-governmental unit, body or agency, or any third party for clean-up costs,
damages, or any other costs, and (ii) any and all fines, penalties, assessments,
forfeitures, payments, impositions or amounts paid in settlement or comprised
thereon, together with costs associated therewith including reasonable
attorneys' fees, imposed or obtained by or awarded to the Environmental
Protection Agency, or any other governmental or quasi-governmental unit, body or
agency for violation of, or noncompliance with, any environmental protection
law, rule, regulation or order, and (iii) any and all costs required to take
necessary precaution to protect against the release of, or to clean up any
hazardous substance, hazardous waste, pollutant, contaminant, or toxic waste
materials in, on, under or affecting the Demised Premises or the Building that
was caused by the Tenant. A violation of this Paragraph by Tenant shall be
deemed to be a material non-curable default by Tenant under this Lease.
19
IN WITNESS WHEREOF, the parties have executed this Lease as of the day and
year first above written.
TENANT:
------
CARECENTRIC, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------------------------------------
Print Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-----------------------------------------
Title: Vice President
----------------------------------------------
WITNESS:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------------------
Print Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------------
LANDLORD:
--------
CONECA PROPERTIES, L.C.
By: CONECA PROPERTIES, LTD., as sole member
By: CONECA, INC., as General Partner
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------------------------
Print Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------------
Title: President
----------------------------------------------
WITNESS:
/s/
-----------------------------------------------------
Print Name:
------------------------------------------
20
EXHIBIT "A"
LEGAL DESCRIPTION
PORTIONS OF LOTS 3 AND 4, "GATEWAY INDUSTRIAL CENTER NO. 23", ACCORDING TO THE
PLAT THEREOF AS RECORDED IN PLAT BOOK 112, AT PAGE 10, OF THE PUBLIC RECORDS OF
BROWARD COUNTY, FLORIDA, MORE FULLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHWEST CORNER OF SAID LOT 4; THENCE NORTH 00(degree) 13'51"
WEST, ALONG THE WEST LINE OF SAID LOT 4, A DISTANCE OF 191.18 FEET; THENCE NORTH
88(degree) 47 '46" EAST, A DISTANCE OF 285.07 FEET; THENCE SOUTH 00(degree) 12'
10" EAST ALONG THE EAST LINE OF SAID LOTS 4 AND 3, A DISTANCE OF 225.09 FEET;
THENCE SOUTH 88(degree) 47' 46" WEST, A DISTANCE OF 172.00 FEET; THENCE SOUTH
00(degree) 12' 10" EAST, A DISTANCE OF 19.95 FEET; THENCE SOUTH 88(degree)
47-46" WEST, A DISTANCE OF 112.95 FEET; THENCE NORTH 00(degree)13' 5 1 " WEST,
ALONG THE WEST LINE OF SAID LOT 3, A DISTANCE OF 53.85 FEET TO THE POINT OF
BEGINNING.
TOGETHER WITH:
A PORTION OF PARCEL "A", "GATEWAY INDUSTRIAL CENTER NO. 30" ACCORDING TO THE
PLAT THEREOF AS RECORDED IN PLAT BOOK 120, AT PAGE 28, OF THE PUBLIC RECORDS OF
BROWARD COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHWEST CORNER OF SAID PARCEL "A"; THENCE NORTH 00(degree)
12' 10" WEST ALONG THE WEST LINE OF SAID PARCEL "A". A DISTANCE OF 40.01 FEET TO
A POINT; SAID POINT ALSO BEING THE SOUTHEAST CORNER OF LOT 1. "GATEWAY
INDUSTRIAL CENTER NO. 23" AS RECORDED IN PLAT BOOK 112, AT PAGE 10, OF THE
PUBLIC RECORDS OF BROWARD COUNTY, FLORIDA; THENCE SOUTH 88(degree) 47' 46" WEST,
A DISTANCE OF 284.64 FEET TO THE SOUTHWEST CORNER OF SAID LOT 1; THENCE NORTH
00(degree) 13' S1" WEST, ALONG THE WEST LINE OF LOTS 1, 2, AND 3 OF SAID
"GATEWAY INDUSTRIAL CENTER NO. 23", A DISTANCE OF 643.97 FEET TO THE SOUTHWEST
CORNER OF LOT 4 OF SAID "GATEWAY INDUSTRIAL CENTER NO. 23"; THENCE CONTINUE
NORTH 00(degree) 13' S1" WEST, ALONG THE WEST LINE OF SAID LOT 4 A DISTANCE OF
191.18 FEET; THENCE NORTH 88(degree) 47' 46" EAST, A DISTANCE OF 285.07 FEET TO
THE POINT OF BEGINNING OF THIS DESCRIPTION; SAID POINT ALSO BEING ON THE WEST
LINE OF SAID PARCEL "A"; THENCE CONTINUE NORTH 88(degree) 47' 46" EAST, ALONG
THE EASTERLY EXTENSION OF THE LAST DESCRIBED COURSE, A DISTANCE OF 10.00 FEET;
THENCE SOUTH 00(degree) 12' 10" EAST, ALONG A LINE PARALLEL WITH AND 10.00 FEET
EAST OF WHEN MEASURED AT RIGHT ANGLES TO THE WEST LINE OF SAID PARCEL "A", A
DISTANCE OF 225.09 FEET; THENCE SOUTH 88(degree) 47' 46" WEST, A DISTANCE OF
10.00 FEET TO A POINT ON THE WEST LINE OF SAID PARCEL "A"; THENCE NORTH
00(degree) 12' 10" WEST A DISTANCE OF 225.09 FEET ALONG SAID WEST LINE TO THE
POINT OF BEGINNING.
SAID LANDS SITUATE, LYING, AND BEING IN THE CITY OF POMPANO BEACH, BROWARD
COUNTY, FLORIDA, CONTAINING 1.576 ACRES, MORE OR LESS.
21
EXHIBIT "B"
FLOOR PLAN
(LANDLORD TO PROVIDE AND ATTACH)
22
EXHIBIT "C"
PREPARATION OF PREMISES
TENANT IMPROVEMENTS
All tenant improvements, paid for by Landlord, are to be performed in a good and
workmanlike manner and shall be coordinated between Landlord's Property Manager,
Florida Trust Realty, and a local representative of Tenant as designated by
Tenant. Tenant's representative shall be identified to Landlord's Property
Manager and shall serve as final authority on behalf of Tenant for the following
work:
1. Install Demising Wall to separate Suite 100 from the remaining first
floor premises, including fire-doors where needed.
2. Remove wall between computer room and adjacent space. Tenant
responsible for protecting all furniture and equipment during wall
removal. Tenant responsible for all computer and equipment moving and
rearrangement to fit in new room configuration.
3. Separate HVAC unit serving computer room and determine that it is
attached to electric hook-up of Tenant's electric meter.
4. Review electrical connections to determine that all circuits are
connected to the appropriate electric meters for all first floor
areas.
5. Paint All interior walls of Suite 100 with Building Standard Paint,
color to be determined by mutual consent of TENANT and LANDLORD'S
Property Manager. Tenant responsible for moving and protecting all
furniture and equipment during painting.
6. Replace all carpeting within DEMISED PREMISES of Suite 100 with
building Standard carpeting, color to be determined by mutual consent
of TENANT and LANDLORD'S Property Manager. Tenant responsible for
moving all furniture and equipment during carpet replacement.
The following work shall be paid for by Tenant if Tenant desires to remain in
control of the Building security system: Relocation of Building security system
to a space within Suite 100.
TENANT: CARECENTRIC, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------------------------------------
Print Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-----------------------------------------
Title: V.P.
----------------------------------------------
Date: 12-27-01
-----------------------------------------------
23
EXHIBIT "D"
RULES AND REGULATIONS
1. The sidewalks, halls passages, exits, entrances, elevators, and stairways
shall not be obstructed by any of the tenants or used by them for any
purpose other than for ingress and egress from their respective premises.
2. No tenant shall alter any lock or install any new or additional locks
without the prior written consent of LANDLORD, and without giving LANDLORD
keys therefor, and no TENANT shall install any bolt on any door or windows
of the DEMISED PREMISES which would deny access to fire fighters.
3. The bathrooms, toilets, washbowls, and other fixtures shall not be used for
any purpose other than of which they were constructed, and no foreign
substance of any kind whatsoever shall be thrown therein.
4. No furniture or equipment shall be brought into the building without prior
notice to LANDLORD.
5. No cutting for telephone, telegraph, or computer terminals will be
permitted without the prior consent of LANDLORD. The location of
telephones, call boxes and other office equipment affixed to the DEMISED
PREMISES shall be subject to the reasonable approval of LANDLORD.
6. Entrance into the BUILDING during evenings or weekends shall be subject to
such security measure as may be adopted by LANDLORD from time to time.
LANDLORD shall in no event be liable for damages due to any entry by any
unauthorized person. All entrance doors to the BUILDING shall be kept
closed and locked during the evening and weekend hours.
7. TENANT shall comply with reasonable requests of LANDLORD as regards trash
removal and disposal, and shall comply with all controlling governmental
requirements as regards "red bags".
8. No radio, television, phonograph or other electrical or other equipment
shall be used in a manner so as to be heard or seen outside the DEMISED
PREMISES.
9. No load will be placed on any floor of the DEMISED PREMISES which exceeds
the load that the floor area was designed to carry.
10. All mechanical equipment and machinery will be kept free of noise and
vibrations that may be transmitted to any part of the walls or building
outside of the DEMISED PREMISES.
11. TENANT shall cooperate with any pest extermination service employed by
LANDLORD.
24
12. TENANT shall not lay linoleum or other floor covering so that Such floor
covering shall come in direct contact with the floor of the DEMISED
PREMISES, and an interliner of builders deadening felt shall first be
affixed to the floor by paste or other material soluble in water, so that
such floor covering may be easily removed. The use of cement or other
similar material is prohibited.
13. TENANT shall not install any blinds, draperies, shades, or other window
treatment on the windows of the DEMISED PREMISES, other than window
treatments supplied by LANDLORD, without LANDLORD'S prior written consent.
14. Tenant shall not allow any employee to smoke in the demised premises,
common areas, rest rooms or stairwells. In the event the tenant, their
employees or invitees, sets off the Fire Alarm System as a result of
actions; the Tenant will pay any and all costs assessed. This BUILDING, in
accordance and to comply with applicable "Indoor Clean Air Act(s)" of the
Local, County, State and/or Federal governments, is "Smoke Fire" (the
smoking of any tobacco products including but not limited to cigarettes,
cigars, pipes, etc.) within Tenants' Demised Premises and all Common Areas
including, but not limited to Corridors, Bathrooms, Elevators, Emergency
Exits and Stairways, is Prohibited.
15. Tenant shall direct "smoking" employees, servants and/or invitees, etc.
(those persons utilizing or smoking of any tobacco products including but
not limited to cigarettes, cigars, pipes, etc.) to utilize an outdoor area
designated by Landlord or Landlord's property manager as an "Outdoor
Smoking Area", which Area may be moved from time to time as improvements to
the Building are completed and/or as needed and for the health, safety,
convenience and/or consideration of all persons of the Building.
Tenant hereby acknowledges receiving a copy of the foregoing Rules and
Regulations.
TENANT: CARECENTRIC, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------------------------------------
Print Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-----------------------------------------
Title: V.P.
----------------------------------------------
Dated: 12-27-01
----------------------------------------------
25
NOTICE TO OWNERS, PROSPECTIVE TENANTS AND
BUYERS OF REAL PROPERTY REGARDING THE
"AMERICANS WITH DISABILITIES ACT"
Please be advised that an owner or tenant of real property may be subject to the
Americans with Disabilities Act (the ADA), a Federal law codified at 42 USC
Section 12101 et seq. Among other requirements of the ADA that could apply to
your property, Title III of the ADA requires owners and tenants of "public
accommodations" to remove barriers to allow access by disabled persons and
provide auxiliary aids and services for hearing, vision or speech impaired
persons by January 26, 1992. The regulations under Title III of the ADA are
codified at 28 CFR Part 36.
We recommend that you and your attorney review the ADA and the regulations, and
if appropriate, your proposed lease or purchase agreement, to determine if this
law could apply to you, and the nature of the requirements. These are legal
issues. You are responsible for conduction of your own independent investigation
of these issues.
Please acknowledge your receipt of this notice by signing and dating it below.
TENANT: CARECENTRIC, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------------------------------------
Print Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------------------------------
Title: V.P.
----------------------------------------------
Date: 12-27-01
------------------------------------------------
26
1415100v4