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EXHIBIT 10.84
BUSINESS LEASE
Lease made this 2
nd day of
June
2008 between Ft. Lauderdale
Business Plaza Associates ("LESSOR") with an address at 2005
W. Cypress Creek Road Suite 202, Ft. Lauderdale, Fl 33309 and
Imaging
Diagnostic Systems
,Inc a Fl. Corp. ("LESSEE") with an address at 5307 NW 35
th Terrace Ft Lauderdale
Fl. 33309 The Lessor for, and in consideration of the rent
herein reserved to be paid by Lessee, and for and in consideration
of the covenants to be kept and performed by Lessee, does hereby
lease, let and demise unto the Lessee, the following described
property (the “Premises”), more particularly set forth
on Exhibit
“A” attached hereto:
1.
Acceptance
. Lessee, in consideration of the demise of the
Premises by Lessor, and for the further consideration herein,
has rented, leased and hired, and does hereby rent, lease and
hire the Premises from Lessor on the terms and in the
condition they are in at the beginning of this Lease and
agrees to maintain said Premises in the same condition, order
and repair as they are at the commencement of said term,
excepting only reasonable wear and tear arising from the use
thereof under this agreement, and to make good to said Lessor
immediately upon demand, any damage to water apparatus, or
electric lights or any fixture, appliances or appurtenances
of said Premises, or of any person or person in the employ or
under the control of the Lessee.
2.
Term
.
a. The
primary term of this Lease shall be for Sixty
One ( 61
) months, commencing on the 1
st day of
September ,
2008, and terminating on the 30th day of
September ,
2013
. Lessee must notify Lessor in writing, certified mail,
return receipt requested, postage prepaid, no later than 180 days
before expiration of this Lease, of its intentions to exercise its
option to renew this Lease. If Lessee fails to so
notify Lessor, or to successfully negotiate a new Lease, Lessor
shall have the authority and right to rent the Premises, and the
Lessee shall vacate the Premises immediately on the last day of
this Lease.
b. Lessee
shall have the right, on no less than 180 days written notice
received by Lessor prior to the initial Lease term
expiration, or renewal term if applicable, to renew this
Lease for one additional period of Three (
3 )
years, upon the same terms and conditions as said Lease
except the Base Rent (as hereinafter defined) shall be
computed by taking the annual BASE RENT of the last year of
the previous term, and increasing it by the method outlined
in Paragraph 3 below, for each year
thereafter. Said renewal option shall only apply
if the Lessee is not and has never been in default under any
of the terms and conditions of this Lease.
3.
Rent
. Lessee shall pay to Lessor, annual base rent
(the “Base Rent”) of $ 78,960.00
in equal monthly installments of $ 6,580.00
plus Florida sales tax in advance, on the first day of each
month commencing on the date Lessor delivers possession of
the Premises to Lessee [and completes Lessor’s work as
set forth on Exhibit
“B” attached hereto.] The Base
Rent provided for this section shall be subject to an annual
increase every twelve (12) months beginning with the first (1
st
) day of August ,
2009 and
each year thereafter, by 3.5 %
over the prior Lease year, as set forth on Exhibit
“C” attached hereto and made a part
hereof. Lessee shall pay all Rent, without demand,
deduction or set off, to Lessor at the place specified for
notice in Section 36
below. Lessee also shall pay a late charge ("Late
Charge") equal to five percent (5%) of the amount of any
delinquent installment of Rent as an administrative fee with
each payment of Rent not paid within ten (10) days after same
is due hereunder. The provisions herein for a Late
Charge shall not be construed to extend the date for payment
of any sums required to be paid by Lessee hereunder or to
relieve Lessee of its obligations to pay all such items at
the time or times herein stipulated.
4.
Additional
Rent . The Lessee agrees to pay to the
Lessor, as additional rent, the Lessee's pro rata share,
as defined in Section 7 (b), of the real estate
taxes levied against the land and the building of which the
Premises are a part for each calendar year of the term of
this Lease and any renewal thereof. The Lessee's
pro rata share of the real estate tax shall amount to the
proportion of the entire tax hereinabove described which the
gross rented area of the Premises bears to the gross area of
all rentable space in the building of which the Premises are
a part (the “Building”). The
Lessee’s pro rata share as of the date hereof is
20
%. The term "Rent" as used in this Lease, shall
include the Base Rent, and all other items, costs and
expenses identified herein as "Additional Rent", together
with all other amounts payable by Lessee to Lessor under this
Lease. “Lessee’s pro-rata share of the real
estate taxes is included in Lessee’s pro-rata share of
the common area maintenance expenses defined in Article
7b.”
5.
Use
and Occupancy . Lessee shall use and
occupy the Premises for Office/Medical
equipment manufacture,
assembly and distribution (to the extent permitted
under applicable law) and for any other purpose permitted
under applicable law, but for no other purpose and 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 the
Premises.
6.
Assignment and
Subletting . Lessee shall not assign,
sell, mortgage, pledge, or in any manner transfer this Lease,
or any interest therein, or sublet the Premises, or any part
or part thereof, without the prior written consent of the
Lessor, which consent may be unreasonably withheld, delayed,
or refused, at Lessor’s sole
option. Any attempt at assignment, sale,
mortgage, pledge, transfer or sublease without the aforesaid
consent shall be deemed null and void. If Lessee
is a corporation, the transfer of more than fifty percent
(50%) of the stock or assets of the corporation shall be
deemed to be an attempted transfer or assignment of this
Lease. If Lessee is a partnership, a transfer of
an interest in the partnership in excess of fifty percent
(50%) thereof, shall be deemed to be an attempted transfer of
assignment of this Lease. If Lessor shall consent
to any assignment or subletting, the assignee/sublessee shall
assume all obligations of Lessee hereunder and neither Lessee
nor any assignee/sublessee shall be relieved of any liability
hereunder in the performance of any of the terms, covenants
and conditions hereof. In the event Lessee shall
request the consent of Lessor to any assignment or subletting
of this Lease, Lessee shall pay, as Additional Rent, all of
Lessor's administrative costs, overhead, reasonable
attorneys' fees and processing costs incurred by Lessor in
connection therewith regardless of whether or not Lessor
consents to any such assignment or subletting.
7.
Additional
Payments .
a. Lessee
shall pay for all occupational licenses and other licenses
necessary in the operation of its business, all sales and use
taxes resulting from the business conducted on the Premises,
and all personal property taxes assessed against the
personalty situate thereon. Lessee shall not be
liable for any transfer, change in ownership, or inheritance,
taxes, charges, or levies applicable to Lessor.
b. Lessee
shall pay a share, in the proportion that its Premises bear
to the total leased area within the Building, all common area
maintenance expenses including, but not limited to, water,
sewer, electric, garbage and trash pick up, janitorial
service, management costs related to the Building (management
fees shall be limited to 3 % of
the annual Base Rent), real estate taxes assessed against the
Building and the land thereunder and surrounding the
Building, and Building insurance. [Any capital improvements
made to the subject Premises shall not be included in the
common area expenses.] Lessee’s
proportionate share as of the date hereof, which shall be
paid each and every month of this Lease, is twenty
percent ( 20
%). Lessor agrees to provide an accounting yearly
for common area maintenance expenses and any other
adjustments thereof shall be made within thirty (30) days of
delivery of said accounting.
8.
Insurance
. At Lessee’s expense, Lessee will
provide on or before commencement of this Lease, liability
insurance for bodily injury and property damage to protect
both Lessor and Lessee against damage, costs and
attorney’s fees arising out of accidents of any kind
occurring on or about the Premises. Said insurance
will have liability limits of not less than five hundred
thousand dollars ($500,000) for the injury or death of one
person, five hundred thousand dollars ($500,000) for the
injury or death of more than one person, and five hundred
thousand dollars ($500,000) for property damage, or else a
combined single limit liability coverage in the amount of not
less than one million dollars ($1,000,000). The
above coverages must be maintained in force at all
times. All of the liability insurance shall be
issued in the name of Lessor and Lessee In the event of
payment of any loss covered by such policy, Lessor shall be
paid first by the insurance company for its
loss. Lessor shall receive certificates of all
Lessee’s insurance policies, which shall identify the
Premises, and the name of the Lessor. Lessee shall
also provide Lessor evidence that premiums have been
paid. Such insurance shall contain endorsements
providing that insurance shall not be subject to cancellation
or termination except upon ten (10) days prior written notice
to Lessor by the insurance company. It is
expressly agreed that Lessee will save, indemnify and hold
harmless Lessor from any and all damages, losses, expenses
(including without limitation, attorneys’ fees, whether
or not suit is brought) that may arise as a result of the
occupancy of the Premises by Lessee. Lessor and Lessee agree
to waive any and all subrogation rights, which they may have
against the other.
Lessee will not use the
Premises for any purpose which may increase the base rate of
fire, extended coverage and liability
insurance. In the event the standard base rates
cannot be obtained by reason of the Lessee’s use of the
Premises, then and in that event the Lessee shall forthwith
upon notice, either desist from said unacceptable use and/or
pay such additional insurance premiums.
9.
Lessee
Improvements . [Except for interior, non-structural
work,] neither Lessee nor its agents, contractors or employees
shall perform any construction work, including but not limited
to, additions, alterations or any initial partition or
installation work in the Premises, without the prior written
approval of Lessor, which approval shall not be unreasonably
withheld or delayed. If such approval is given by
Lessor, Lessee or Lessee’s contractors shall obtain
workmen’s compensation, public liability insurance and
property damage insurance, all in amounts and with companies
and on forms satisfactory to Lessor. Before
proceeding with the improvements, certificates of insurance
and all necessary government permits shall be furnished to
Lessor.
Lessor, unless grossly
negligent, shall not be liable for any injury, loss or damage
which may occur to any of Lessee’s improvements,
including but not limited to decorations or installations,
made prior to or subsequent to, the commencement of the term
of this Lease.
All additions, alterations,
or other improvements made by Lessee (except only store and
office furniture, trade fixtures and fixtures which shall be
readily moveable without injury to the Premises), shall be
and remain a part of the Premises at the expiration of this
Lease except that, at the option of Lessor, Lessor may
require that all such additions, alterations, partitions, and
all the like be removed by Lessee at Lessee’s sole cost
and expense, at the expiration of the Lease and that the
Premises be returned to Lessor in the original condition,
normal wear and tear excepted.
10.
Damage and
Loss . In the event the Premises are
destroyed by fire or other casualty, whereby Lessee can no
longer reasonably transact its business in its usual fashion,
Lessor shall have the option to render the Premises
tenantable by repair within one hundred twenty (120) days
therefrom and shall commence the repair process within thirty
(30) days from the date of casualty. If either of
the time frames are not adhered to by the Lessor , the Lessee
may cancel this Lease by notice in writing to Lessor within
ten (10) days of expiration of the time frame which was not
adhered to by Lessor, whereupon rent shall be paid only to
the date of such cancellation. Under no
circumstances shall Lessor be responsible to Lessee for any
damage occasioned by the inability of Lessee to use the
Premises during any period that the same shall be destroyed
or damaged or injured by fire or other
casualty. The rent payable by Lessee shall abate
in proportion to the degree the Premises are untenantable
during the period of repair due to fire or other
casualty.
Lessor, unless grossly
negligent, or in default under the terms of this Lease will
not be liable or responsible for any damage or loss, either
to person or property, sustained by Lessee or other persons
due to the Building or any part thereof becoming defective or
out of repair, due to any accident in or about the Premises,
or due to the act or neglect of any Lessee or occupant of the
building. This provision shall apply particularly,
but not exclusively, to damage or loss to Lessee’s
merchandise, equipment, inventory, fixtures or by water, roof
leakage, air conditioning failure, odors, bursting or leaking
of pipes or plumbing, wind, rain, hurricane, acts of God or
other casualties, or caused by any defect, latent or
otherwise, in any structure, equipment, pipes, wires or
otherwise, comprising all or part of the Premises or the
Building, and shall apply equally whether such damage is
caused by the act or neglect of other tenants, occupants of
the above mentioned, or by any other thing or circumstance
whether of a like or wholly different nature. If
such damage is caused by the act or neglect of Lessee, Lessor
may, at its option, repair such damage whether caused to the
Building or tenants thereof, and Lessee agrees to reimburse
Lessor for the cost of such repair. All personal
property upon the Premises shall be at the risk of Lessee,
and Lessor shall not be liable for any damage thereto or
theft thereof. Lessee shall not be liable for
damages or repairs resulting from the stoppage or
interruption of water, light, heat, air conditioning, janitor
or elevator service, caused by riot, strike, accident or any
cause over which Lessor has no control, nor shall Lessor be
liable for any act or neglect of janitors or other employees
not authorized by Lessor, nor shall any such failure, delay
or default of janitors or employees by construed or
considered as an actual or constructive eviction of Lessee,
nor shall it in any way operate to release Lessee from
performance of covenants herein agreed to be performed by
Lessee.
11.
Indemnification
. Both parties shall indemnify and save
harmless the other from and against any and all claims,
demands, suits, actions, damages, liability and expense,
including attorney’s fees, for in connection with any
accident, injury or damage whatsoever caused to any person or
property arising, directly or indirectly, or occurring in, on
or about the Premises or any part thereof, on the sidewalks
adjoining the same and any common areas and facilities within
or appurtenant to the Premises arising directly or indirectly
from any act or omission of the negligent party, its agents,
contractors, employees, servants, invitees or
licensees. Lessee or Lessor, as the case may be,
shall, within thirty (30) days thereof, give notice in
writing to the other of any fall or other accident occurring
in or around the Premises or in the Building, or of any
defect therein or in any fixtures or equipment
thereon. The comprehensive general liability
insurance coverage maintained by Lessee pursuant to this
Lease shall specifically insure the contractual obligations
of Lessee as said forth in this paragraph.
12.
Maintenance
. Lessee shall commit no act of waste and shall
take good care of the Premises and the fixtures and
appurtenances therein, and shall, in the use and occupancy of
the Premises, conform to all laws, orders and regulations of
all government agencies and departments having
jurisdiction. Lessee shall maintain all of the
interior electrical fixtures, air conditioning, plumbing,
plumbing fixtures, exhaust fans, concrete floors, carpeting,
tile, entry and overhead garage doors, locks, interior paint
and sewer stoppages. All of the aforesaid items
shall apply regardless of ownership. Lessee shall
be solely responsible for the payment of repairs to maintain
all of the above items and shall replace any items beyond
repair to the reasonable satisfaction of the Lessor, and
Lessee will have ten (10) days from date of notice to make
such repairs. Air conditioner service, at
Lessee’s sole cost and expense, is to be provided by
yearly contract with an air conditioning service firm
reasonably acceptable to Lessor. Lessee shall
maintain and replace as needed all plate
glass. Lessor shall only be required to maintain
the structural components of the Premises and Building and
the Common Areas of the Building (i.e. roof, roof membrane,
walls, columns, etc.) unless otherwise damaged by the
Lessee. Except as set forth in the preceding
sentence, Lessor shall have no maintenance obligation with
respect to the Premises. Lessee shall not be responsible for
maintaining the Common Areas of the Building and unless
Lessee’s negligence, results in any damage to or
destruction of the Common Areas, Lessee shall not be liable
for same.
13.
Subordination
Agreement . This Lease shall be subject and
subordinate to all underlying mortgages which may now or
hereafter affect the real property of which the Premises form
a part, and also to all renewals, modifications,
consolidations and replacements of said
mortgages. Although no instrument or act on the
part of the Lessee shall be necessary to effectuate such
subordination, Lessee will, nevertheless, execute and deliver
such further instruments confirming such subordination of
this Lease as may be desired by the holders of said
mortgages. Lessee hereby appoints Lessor attorney_in_fact,
irrevocably, to execute and deliver any such instruments for
Lessee. If the holder(s) of said mortgage(s) shall
come into possession of the Premises or shall become the
owner(s) of the Premises, Lessee shall attorn to said
party. In exchange, Lessor shall use his best
faith effort to obtain a nondisturbance agreement from the
then current mortgagee(s).
14.
Noise/Odors
Nuisances . Lessee will not use the
interior and/or exterior portion of the Premises so as to
cause unreasonable noise, noxious odors, accumulation of
waste and garbage, vibrations from machinery or any other
disturbance or nuisance which may create undue annoyance or
hardship to another tenant of the Lessor, and/or damage or
impairment to Lessor’s property. Lessee
shall not do or suffer anything to be done on the Premises
which will increase the rate of fire insurance on the
Building or abandon the Premises or suffer the Premises to
become vacant or deserted.
15.
Sign
. Lessee must obtain approval from Lessor prior to
erecting any signs, which approval may be
unreasonably withheld or delayed. Lessor may, at
its option, order and have the signs installed from one
source, same to be at the expense of the
Lessee. No painting of signs shall be permitted
directly to the masonry. Lessee fully understands
that the Lessor may remove, without notice, any signs in
violation of this Lease. At the termination of
this Lease, at Lessee’s sole expense, Lessee shall
remove all signs and restore the Building’s masonry
paint to its original state. At Lessee’s
expense Lessee will be required to have a directory
sign. Lessor hereby approves the sign set forth on
Exhibit
“D” attached hereto.
16.
Liens
. Should any mechanic’s or other liens be
filed against the Premises or any part thereof for any reason
whatsoever by reason of Lessee’s acts or omissions or
because of a claim against Lessee, Lessee shall cause the
same to be cancelled and discharged of record by bond or
otherwise within fifteen (15) days after notice by
Lessor.
17.
Entry
. Lessor, in circumstances of non emergency and
with at least 24 hours notice, shall have the right to enter
the Premises during all reasonable hours, to examine, make
repairs, alterations, etc., as may be deemed
necessary. Lessor in his sole judgement, may enter
the Premises at any time and by any means if there is an
emergency within the Premises. No additional locks
or bolts of any kind shall be placed upon any of the doors or
windows by Lessee, nor any changes be made in the existing
locks or the mechanism thereof unless Lessee shall
simultaneously therewith give keys to the same to
Lessor. If Lessee shall make any modifications
such as welding plates or changes to doors or windows, Lessee
will be responsible to replace doors or windows at
Lessee’s expense.
18.
Lessee’s
Default .
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a.
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All
rights and remedies of Lessor herein enumerated shall be
cumulative, and none shall exclude any other rights or remedies
allowed by law or in equity. The occurrence of any of
the
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b.
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following
shall constitute an “Event of Default” under this Lease
by Lessee: (i)&n
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