EXECUTIVE COURT LEASE AGREEMENT
THIS LEASE, made and entered into this 6th day of July, 2006 by and
between RJL
Company Limited Partnership, a Michigan limited partnership (the
"Lessor"),
whose address is 1515 South Federal Highway, Suite 300, Boca Raton,
FL 33432 and
Vicor Technologies, Inc. (the "Lessee"), whose address is 2300
Corporate Blvd.,
NW, Suite 123, Boca Raton, FL 33432.
WITNESSETH THAT:
In consideration of the mutual promises, covenants and conditions
herein
contained, and the rent reserved by Lessor, to be paid by Lessee to
Lessor,
Lessor hereby leases to Lessee and Lessee hereby rents from Lessor,
that certain
real property situated in Palm Beach County, Florida, hereinafter
described, for
the term and at the rentals, and upon the terms and conditions
hereinafter set
forth.
1.
PREMISES
--------
The real property (the "Premises") hereby leased, let and demised
by Lessor unto
Lessee, is Unit 123, consisting of 3,173 square feet, of EXECUTIVE
COURT
CONDOMINIUM II (the "Building" and/or the "Condominium") located
within the
Arvida Executive Center at 2300 Corporate Boulevard, NW, Boca
Raton, Florida.
The relative size and location of the Premises within the Building
are more
particularly depicted and described in Exhibit "A" attached hereto.
2.
CONSTRUCTION OF IMPROVEMENTS
----------------------------
Lessee accepts the premises in an "as is" condition except that
Lessor agrees to
replace the carpeting with carpeting of similar quality, type, and
color as the
carpeting existing in the Premises on the date hereof, unless
otherwise mutually
agreed between Lessee and Lessor. The timing and selection of the
replacement
shall be coordinated between Lessor and Lessee.
3.
TERM
----
The term of this Lease shall be three (3) years, and shall commence
on August
15, 2006 ad expire on August 14, 2009.
4.
RENT
----
A.
Lessee agrees to pay Lessor, without demand, set-off or deduction,
a
fixed minimum rent promptly by the first day of each calendar month
in
advance during the term of this lease. The monthly rental amount is
specified below:
i)
Rent from August 15, 2006 through August 14, 2007 shall be Eighty
Thousand Nine Hundred Ninety Two and 80/100 Dollars ($80,992.80)
payable monthly in the amount of Six Thousand Seven Hundred Forty
Nine and 40/100 Dollars ($6,749.40) plus applicable sales tax.
ii)
Rent from August 15, 2007 through August 14, 2008 shall be Eighty
Five Thousand Forty Two and 44/100 Dollars ($85,042.44) payable
monthly in
1
the amount of Seven Thousand Eighty Six and 87/100 Dollars
($7,086.87) plus applicable sales tax.
iii) Rent from August 15, 2008 through August 14, 2009 shall be
Eighty
Nine Thousand Two Hundred Ninety Four and 56/100 Dollars
($89,294.56) payable monthly in the amount of Seven Thousand Four
Hundred Forty One and 21/100 Dollars ($7,441.21) plus applicable
sales tax.
B.
Sales, Use and Rent Taxes, Personal Property Taxes - Lessee shall
pay,
as additional rent concurrently with the payment of the installment
of
Rent reserved herein, all sales, use or excise tax as assessed
against
the Premises. Lessee shall also pay before delinquency all sales
tax,
personal property taxes and assessments on the furniture, fixtures,
equipment, and other property of Lessee located in the Premises and
on
additions and improvements in the Premises belonging to Lessee.
5.
USE
---
Lessee, its successors and assigns, shall use the premises
exclusively for
general offices and related activities and for no other use or
purpose
whatsoever. Lessee shall comply with all laws, ordinances, rules
and regulations
of applicable governmental authorities, Lessor and the condominium
Association,
respecting the use, operation and activities of the Premises
(including
sidewalks, streets, approaches, drives, entrances, common areas
serving the
Premises), and Lessee shall not make, suffer or permit any other
areas or any
part thereof, or permit any nuisance thereon. Lessee shall not make
use of the
Premises which would make void or voidable any policy of fire or
extended
coverage insurance covering the Premises. Lessee shall maintain all
interior
windows, if any, in a neat and clean condition and Lessee shall not
permit
rubbish, refuse or garbage to accumulate or any fire or health
hazard to exist
upon or about the Premises. Lessee shall use the Premises only for
the purpose
stated in this Lease and shall not leave said Premises vacant or
suffer or
permit any waste mistreatment thereof. Lessee agrees to abide by
any rules or
regulations promulgated by Lessor which shall not discriminate
against Lessee.
6.
REPAIRS, MAINTENANCE, SURRENDER AND OPERATION COSTS
---------------------------------------------------
Lessee will maintain, during the term of the Lease, a service
agreement for
repairs and maintenance to the HVAC systems. Such service agreement
shall
provide for routine repairs and maintenance of the HVAC system. In
the event
that any part of the HVAC system needs replacement, unless such
replacement is
due to the negligence or abuse of the Lessee, Lessor shall be
responsible for
such replacement. Lessor agrees that Lessee shall have no
responsibility for
repairs or replacement of the roof or the structure of the Building
containing
the Premises, as such is the responsibility of the Condominium
Association.
At all times during the term of this Lease, Lessee, at Lessee's
expense, shall
provide for trash removal, pest control and daily janitorial
service; provided
that Lessee shall not be obligated to contract for any service that
is provided
to the Premises by the Condominium Association.
2
7.
QUIET ENJOYMENT
---------------
Lessor covenants that so long as Lessee pays the rent reserved in
this Lease and
performs its agreements hereunder, Lessee shall have the right to
quietly enjoy
and use the Premises for the term hereof, subject only to the
provisions of this
Lease.
8.
ASSIGNMENT
----------
Lessee shall not assign this Lease nor any rights hereunder, nor
let or sublet
all or any part of the Premises, nor suffer or permit any person or
corporation
to use any part of the Premises, without first obtaining the
express written
consent of Lessor and complying with the requirements of the
Declaration of
Condominium, which consent shall not be unreasonably withheld.
Should Lessor
consent to such assignment of this Lease, or to a sublease of all
or any part of
the Premises, Lessee does hereby guarantee payment of all rent
herein reserved
until the expiration of the term hereof and no failure of Lessor
promptly to
collect from any assignee or sublessee, or any extension of the
time for payment
of such rents, shall release or relieve Lessee from its guaranty or
obligation
of payment of such rents.
9.
UTILITIES
---------
Lessee shall pay all costs and expenses for electricity, heating
and cooling,
and any and all other utilities separately metered, furnished to or
used in
connection with the Premises for any purpose whatsoever during the
term of this
Lease, promptly as each costs or expense shall become due and
payable.
10.
SIGNS
-----
Lessee shall not place or suffer to be placed or maintained upon
any exterior
door, roof, wall or window of the Premises any sign, awning, canopy
or
advertising matter or other thing of any kind, and will not place
or maintain
any decoration, lettering or advertising matter on the glass of any
window or
door of the Premises and will not place or maintain any
freestanding standard
within or upon the common Area of the Condominium or immediately
adjacent
thereto, without first obtaining the express prior written consent
of Lessor and
the Condominium Association. No exterior sign visible from the
exterior of the
Building shall be permitted. Lessee further agrees to maintain such
sign,
lettering, or other thing as may be approved by Lessor in good
condition and
repair at all times and to remove the same at the end of the term
of this Lease
as and if requested by Lessor. Upon removal thereof, Lessee agrees
to repair any
damages to the premises caused by such installation and/or removal.
11.
PARKING, COMMON AREAS AND BUILDING SECURITY
-------------------------------------------
In addition to the premises, Lessee shall have the right to
non-exclusive use,
in common with Lessor, other Lessees and owners, and the guests,
employees and
invitees of same of (a) automobile parking areas, driveways and
footways, and
(b) such loading facilities, freight elevators and other facilities
as may be
designated from time to time by Lessor, subject to the terms and
conditions of
this Lease and to reasonable rules and regulations for the use
thereof as
prescribed from time to time by Lessor.
3
The Common Areas shall be subject to the exclusive control and
management of the
Condominium Association, which shall have the right to establish,
modify and
change and enforce from time to time rules and regulations with
respect to the
Common Areas; and Lessee agrees to abide by and confirm with such
rules and
regulations.
12.
ALTERATIONS TO THE PREMISES AND REMOVAL OF EQUIPMENT
----------------------------------------------------
Lessee shall not make any alteration or addition to the premises,
including the
installation of air conditioning, without first obtaining the
express prior
written consent of Lessor, which consent shall not be unreasonably
withheld. To
the extent required by the Condominium, any such alterations or
additions shall
be subject to the review and approval of the Condominium
Association. Upon
expiration and termination of this Lease, all installations,
fixtures,
improvements and alterations made or installed by Lessee, including
electric
lighting fixtures made by Lessee, and all repairs, improvements,
replacements
and alterations to the Premises made by Lessee, shall remain a part
of the
Premises as the property of Lessor, except for trade fixtures.
13.
LIENS
-----
Lessee agrees that it will make full and prompt payment of all sums
necessary to
pay for the cost of repairs, alterations, improvements, changes or
other work
done by Lessee to the Premises and further agrees to indemnify and
hold harmless
Lessor from and against any and all such cost and liabilities
incurred by
Lessee, and against any and all such costs mechanic's, material
man's or
laborer's liens related to or arising out of such work or the cost
thereof which
may be asserted, claimed or charged against the Premises or the
Building or site
on which it is located. Notwithstanding anything to the contrary in
this Lease,
the interest of Lessor in the premises shall not be subject to
liens for
improvements made by or for Lessee, whether or not the same shall
be made or
done in accordance with an agreement between Lessor and Lessee, and
it is
specifically understood and agreed that in no event shall Lessor or
the interest
of Lessor in the Premises be liable for or subjected to any
mechanic's, material
man's or laborer's lien for improvement or work made by or for
Lessee; and this
Lease specifically prohibits the subjecting of Lessor's interest in
the Premises
to any mechanic's, material man's or laborer's liens for
improvements made by
Lessee or for which Lessee is responsible for payment under the
terms of this
Agreement. All persons dealing with Lessee are hereby placed upon
notice of this
provision. In the event any notice or claim of lien shall be
asserted of record
against the interest of Lessor in the Premises or Building or the
site on which
it is located on account of or growing out of any improvement or
work done by or
for Lessee, or any person claiming by, through or under Lessee, or
for
improvements or work the cost of which is the responsibility of
Lessee, Lessee
agrees to have such lien cancelled and discharged of record as a
claim against
the interest of Lessor in the Premises or the Building or the site
on which it
is located (either by payment or bond as permitted by law) within
twenty (20)
days after notice to Lessee by Lessor, and in the event Lessee
shall fail to do
to, Lessee shall be considered in default under this Lease.
A: Lessor's option, Lessee agrees to execute a Memorand
