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LEASE

Lease Agreement

LEASE | Document Parties: MEDICAL SOLUTIONS MANAGEMENT INC. | CERTIFIED DIABETIC SERVICES, INC | Welsh Companies FL, Inc You are currently viewing:
This Lease Agreement involves

MEDICAL SOLUTIONS MANAGEMENT INC. | CERTIFIED DIABETIC SERVICES, INC | Welsh Companies FL, Inc

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Title: LEASE
Governing Law: Florida     Date: 8/28/2008

LEASE, Parties: medical solutions management inc. , certified diabetic services  inc , welsh companies fl  inc
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Exhibit 10.64

LEASE

AGREEMENT OF LEASE made this 25th day of January, between C.P.O.C. REALTY, AN ILLINOIS LIMITED LIABILITY CORPORATION, C/O WELSH COMPANIES FL., INC., as agent for OWNER, (hereinafter referred to as “Landlord”) and CERTIFIED DIABETIC SERVICES, INC., A DELAWARE CORPORTATION (hereinafter referred to as “Tenant”).

The following Schedule (the “Schedule”) is an integral part of this Lease, as are all of the Exhibits referred to in this Lease. The Schedule, the Exhibits, and the numbered paragraphs of this Lease, collectively, contain the terms and conditions of the Lease Agreement between the Landlord and Tenant.

SCHEDULE

 

 

 

 

 

 

1.

  

Name of Tenant:

  

Certified Diabetic Services, Inc.

2.

  

Tenant’s address for notices before possession date:

  

3030 S. Horseshoe Drive, Suite 100.

3.

  

Area being leased (“Demised Premises”):

  

3030 S. Horseshoe Drive, Suite 100-200.

4.

  

Net Rentable Square Feet in Demise premises:

  

10,490 sq ft.

5.

  

Tenant’s use of Demised Premises:

  

Administrative Offices and Related Shipping, Etc.

6.

  

Base Rent (per year for the First year):

  

$68,726.60 plus sales tax.

7.

  

Monthly Installments of Base Rent for the First year:

  

$ 5,727.22 plus sales tax.

8.

  

Price per square foot for the First year :

  

$6.55 per sq. ft.

9.

  

Escalations:

  

CPI min 3% 1 max 4% annually.

10.

  

Due at signing:

  

Security Deposit ($5,727.22).

11.

  

Tenant’s Proportionate Share of Building:

  

31.2%.

12.

  

Security Deposit payable on execution of Lease:

  

One (1) month’s base rent ($5,727.22).

13.

  

Tenant’s Real Estate Broker used for this lease:

  

N/A.

14.

  

Tenant improvements, if any:

  

$7,000.00 allowance.

15.

  

Commencement Date :

  

June 1, 2002

16.

  

Term :

  

Five (5) years.

17.

  

Renewal Option:

  

One (1) Five (5) year option.

18.

  

The Florida State sales tax and any similar local tax shall be applicable to the Base Rent, Additional Rent, and the Index Rent, if any, and shall be paid by Tenant and shall be at the rate applicable by state and local law at the time said payments are due, currently six (6%) percent.

19.

  

Landlord’s name and Address for notices:

  

C. P. O. C. Realty, LLC.,

 

  

c/o Welsh Companies FL., Inc., 2400 Ninth Street North, Suite 101, Naples, FL 34103.


1. DEMISED PREMISES: Landlord leases to Tenant and Tenant rents from Landlord those certain premises more particularly described as 3030 S. Horseshoe Drive, Suites 100-200, Naples, FL 34104 (the “Demised Premises”).

The Demised Premises consists of approximately 10,490 sq. ft., the location of which is graphically shown on Exhibit “A” attached hereto and incorporated herein by virtue of this reference, however the amount of square feet is neither guaranteed or warranted, nor is the lease rental based on such number.

2. LENGTH OF TERM: The term, Commencement Date, and Termination Date of this Lease are set forth in the Schedule of this Lease.

3. BASE RENT:

 

 

(a)

The minimum base Rent (also referred to as base rent) during the term of this Lease shall be payable by Tenant in equal monthly. installments on the first day of each month in advance and shall be at the annual rate as follows:

 

 

 

 

 

 

 

 

 

 

 

Period

  

Monthly Base Rent

  

State Sales Tax at 6%

  

Total Monthly Base
Rent

6/1/01 — 5/31/02

  

$

5,727.22

  

$

343.63

  

$

6,070.85

6/1/02 — 5/31/03

  

$

5,899.04

  

$

353.94

  

$

6,252.98

6/1/03 — 5/31/04

  

$

6,076.01

  

$

364.56

  

$

6,440.57

6/1/04 — 5/31/05

  

$

6,258.29

  

$

375.50

  

$

6,633.79

6/1/05 — 5/31/06

  

$

6,446.04

  

$

386.76

  

$

6,832.80

 

 

(b)

The phrase “Base Rent” shall mean the fixed minimum rent above specified without any , set-offs or deductions whatsoever and without any prior demand being required therefore.

 

 

(c)

If the monthly Base Rent is not received by the Landlord by the fifteenth (15 `h ) of each month, Tenant shall pay Landlord a late fee of $100.00 per month that the Base Rent is late.

 

 

(d)

Additional Rent, as herein defined, shall be payable by Tenant in equal monthly installments on the first day of each month in advance during the term of the Lease, together with all applicable sales tax. Landlord reasonably estimates that the Additional Rent (exclusive of sales tax) for calendar year 2002 is estimated to be One thousand Six hundred Sixty-nine dollars and Sixty-Six cents ($1,669.66) per month, plus sales tax. However, no warranties or representations are made by Landlord as to the accuracy of this estimate of Additional Rent, which estimate is given to Tenant only for Tenant’s planning purposes. The actual amount of Additional Rent shall be computed as soon as practical following the end of the calendar year, at which time the actual amount of Additional Rent that was due Landlord by Tenant for calendar year 2002 shall be computed. Any amounts still due and owning Landlord for Tenant for Additional Rent for calendar year 2002

 

2


 

shall be paid by Tenant to Landlord within thirty (30) days of Landlord’s demand for same; any overage paid by Tenant to Landlord for Additional Rent for calendar year shall be applied against the Additional Rent liability owed to Landlord by Tenant for calendar year 2003. The same policy will apply to subsequent lease years.

4. ADDITIONAL RENT: In addition to the foregoing Base Rent, all other payments to be made by Tenant shall be deemed to be and shall become Additional Rent hereunder whether or not the same be designated as such; and shall be due and payable upon demand or together with the next succeeding installment of rent, whichever shall first occur; and Landlord shall have the same remedies, for failure to pay the same as for a non-payment of Base Rent. Only after Landlord has provided proper notice to Tenant and the appropriate cure period has expired, Landlord, at its election, shall have the right to pay or do any act which requires the expenditure of any sums of money by reason of the failure or neglect of Tenant to perform any of the provisions of this Lease, and in the event Landlord shall at its election pay such sums or do such acts requiring the expenditure of monies, Tenant agrees to pay Landlord, upon demand, all such sums, and the sum so paid by Landlord, together with interest thereon, shall be deemed Additional Rent and payable as such.

5. PLACE OF PAYMENTS: All payment required to be paid by Tenant to Landlord shall be delivered to: Landlord’s address as shown on the Schedule on Page 1, without any prior demand for the same.

6. LIMITATIONS OF REPRESENTATIONS: The Demised Premises are leased pursuant to the terms and conditions set forth in this Lease. Neither Landlord nor Landlord’s agents have made any representations, warranties or promises with respect to the Demised Premises, except as set forth in this Lease.

7. TENANT’S INSTALLATIONS AND IMPROVEMENTS: The Landlord shall provide the Demised Premises according to “Exhibit B” at Landlord’s expense. Tenant shall fully equip the Demised Premises with all equipment necessary for the proper operation of Tenant’s business.

After initial delivery of the Demised Premises by the Landlord to the Tenant, Tenant will be responsible for obtaining any building permit required by any controlling governmental authority in connection with Tenant’s Work, and Tenant’s work shall be performed in conformance with all controlling governmental ordinances, laws, statutes, rules and regulations, and in conformance with any building permit issued by the controlling governmental authority. All of Tenant’s work shall be performed pursuant to properly and competently prepared plans and specifications, and by qualified, licensed and insured contractors and subcontractors. Prior to the commencement of any of Tenant’s intended improvements, the Tenant shall submit appropriate plans and specifications to the Landlord. The Tenant shall not make, or have made, any of Tenant’s improvements until such time as the Landlord approves said improvements, however, the Landlord’s approval shall not be unreasonably withheld. Landlord also reserves the right to approve and disapprove, workmanship and construction, and completion of improvements.

 

3


Approval of Plans and Specifications for Tenant’s Work: Tenant shall prepare and submit to Landlord, for Landlord’s approval, which shall not be unreasonably withheld, professionally prepared plans and specifications for Tenant’s work, which shall be in such detail as Landlord may reasonably require and shall include all improvements to be constructed by Tenant. Within fifteen (15) days after the plans and specifications are delivered to Landlord, Landlord shall approve or notify Tenant in writing of any objections to same, and if Landlord fails to notify Tenant in writing of its objections within said fifteen (15) day period, Landlord shall be deemed to have approved the plans and specifications. Tenant shall have ten (10) days after receipt of Landlord’s written objections to the detailed plans and specifications to revise same so as to satisfy any reasonable objections of Landlord, and in connection therewith shall be required to incorporate any reasonable changes requested by Landlord. If the parties are unable, in good faith, to resolve any dispute as to the plans and specifications within said ten (10) day period, then Landlord shall have the right to accept Tenant’s Plans and Specifications as previously submitted by Tenant.

Completion . of Tenant’s Work: Upon completion of Tenant’s Work, Tenant shall obtain lien waivers for all contractor, subcontractors and suppliers, and Tenant shall provide Landlord with copies of such lien waivers and with any other evidence reasonably required by, and satisfactory to, Landlord that Tenant’s Work has been paid for. It shall also be the sole responsibility of Tenant to obtain a Certificate of Occupancy for any of Tenant’s Work, or other similar document issued by the controlling governmental agency which allows Tenant to open the Demised Premises to the public, and a copy of same shall be provided to Landlord.

Conformance to Codes and Insurance Regulations: Any and all construction, improvements, additions, and modifications made and/or installed by either Landlord or Tenant shall be made or installed . to conform to the minimum requirements of the insurance service office of the state having jurisdiction, insuring companies, the National Fire Protection Association, the national Board of Fire Underwriters, and all federal, state and municipal codes. All work will meet or exceed minimum requirements of The Americans with Disabilities Act (ADA) where applicable. Failure to conform to such minimum standards by Tenant shall constitute a default on the part of Tenant and if within twenty (20) days after receipt of a notice of non-conformance, Tenant has not commenced to cure and diligently pursue such curative action to completion, Landlord may declare Tenant in default hereunder.

Tenant Alterations: Tenant agrees not to make any alterations or additions that would materially change the Demised Premises or the appearance of the same from that previously approved by Landlord, nor to install any additional equipment therein without, in each instance, obtaining the prior written consent of Landlord. All alterations and additions to the Demised Premises shall be made in accordance with all applicable laws, and where applicable, Tenant shall be required to obtain all necessary governmental permits prior to commencing. Tenant hereby agrees to indemnify and holds Landlord harmless from all expenses, liens, claims, or damages, to either persons or property or the Demised Premises, arising out of or resulting from the undertaking,

 

4


making of, or the existence of such alterations or additions. In the event Tenant, at any time during the Lease Term Removes any of its trade fixtures, any damage caused by such removal shall be repaired.

8. USE OF DEMISED PREMISES: Tenant shall use the Demised Premises for the purposes indicated on the Schedule on page 1 of this Lease and no other. Tenant shall not use or permit or suffer the use of the Demised Premises for any other business or purpose, without the Landlord’s prior consent, which may be withheld.

9. OPERATION OF BUSINESS: Tenant shall (a) conduct its business in the entire Demised Premises; (b) remain open for business during customary business days and hours; (c) keep the Demised Premises and exterior and interior portions of windows, doors and all other glass or plate glass fixtures in a neat, clean and safe condition; (d) neither solicit business nor distribute advertising matter in the parking or other common areas.

10. LAWS, WASTE OR NUISANCE: Tenant shall, at its sole cost and expense; (a) comply with all governmental laws, ordinances, orders and regulations affecting the Demised Premises now in force or which hereafter may be in force; (b) comply with and execute all rules, requirements and regulations of the Board of Fire Underwriters, Landlord’s insurance companies and other organizations establishing insurance rates; (c) not suffer, permit or commit any waste or nuisance; and (d) not conduct any auction, distress, fire or bankruptcy sale.

11. AMERICANS WITH DISABILITIES ACT: With regard to any future construction tenant shall, at its sole cost and expense, be responsible for compliance with the Americans with Disabilities Act.

12. SIGNS, AWNINGS AND CANOPIES: The Tenant shall not place or suffer to be placed or maintain any sign, awning or canopy in, upon or outside the Demised Premises or in the Building or within a half mile of the Building; nor shall Tenant place in the display windows any sign, decoration, lettering or advertising matter or other thing of any kind without first obtaining Landlord’s written approval and consent in each instance. Tenant .shall maintain any such sign or other installation as may be approved in good condition and repair.

13. ASSIGNMENT AND SUBLETTING: Tenant shall first obtain the written consent of Landlord, which may not be unreasonably withheld by Landlord, in the exercise of Landlord’s discretion. No assignment, shall relieve or discharge the Tenant from its obligations hereunder. The Tenant shall not sublet the Demised Premises without Landlord’s consent.

14. REPAIRS: Landlord shall not be required to make any repairs or improvements of any kind upon the Demised Premises except for necessary exterior structural repairs and those repairs which relate to the common facilities and common property. Tenant shall, at its sole cost and expense, take good care of and make necessary repairs and replacements, structural and otherwise, to the interior of the Demised Premises and the fixtures and equipment therein and appurtenances thereto, including the exterior and interior windows, doors and entrances, sidewalks, fronts, signs, floor coverings, interior walls, columns and partitions.

 

5


15. TENANT’S FAILURE TO REPAIR: If Tenant (a) refuses or neglects to make repairs, or (b) if Landlord is required to make exterior or structural repairs by reason of Tenant’s negligent acts or omissions, Landlord shall have the right, but shall not be obligated, to make such repairs on behalf of and for the account of Tenant. In such event, such work shall be paid by Tenant as Additional Rent promptly upon receipt of a bill thereof.

16. CONSTRUCTION LIENS: Should any construction or other liens be filed against the Demised Premises or any part thereof for any reason whatsoever by reason of Tenant’s acts or omissions or because of a claim against Tenant, Tenant shall cause the same to be canceled and discharged of record by bond or otherwise upon reasonable notice by Landlord. In the event Tenant does not cause the same to be canceled and discharged within ten (10) days of receipt of said notice, Landlord may cause the same to be canceled and discharged and Tenant shall be responsible to pay Landlord all reasonable costs and expenses incurred to discharge said lien together with interest at the maximum allowable rate.

17. UTILITY CHARGES: Landlord shall not be liable in the event of any interruption in the supply of any utilities. Tenant agrees that it will not install any equipment which will exceed or overload the capacity of any utility facilities and that if any equipment installed by Tenant shall require additional utility facilities, the same will be installed at Tenant’s expense in accordance with plans and specifications to be approved in writing by Landlord. Tenant shall be solely responsible for and shall promptly pay all charges for use of consumption for electricity, unless such charges are a part of the common expenses as described herein. Tenant agrees to purchase and pay for water and sewer.

18. TAXES: Landlord shall pay all real property taxes which may be levied or assessed by any lawful authority against the land, the Building, and improvements in the Building. Tenant shall pay as Additional Rent, within ten (10) days after a demand is made by the Landlord, its proportionate share of any real property taxes, levied or assessed and its proportionate share of any other charges or levies made by any lawful authority against the land and improvements of the Building. If taxes are paid in arrears, the Landlord shall have the right to collect such funds in advance, on a monthly basis, during the Lease year based upon last year’s taxes or some other reasonable method of calculating what such taxes shall be.

The proportion to be paid is based upon Tenant’s proportionate share of the Building as set forth in the Schedule on Page 1 of this Lease. The Tenant’s share of taxes shall be collected as Additional Rent in advance in equal monthly installments, the amount of which shall be computed by the Landlord based upon his reasonable calculation of the taxes that will be owed for the property when such taxes are payable.

If the total of such monthly remittances is greater than the Additional Rent due hereunder for the tax year, Tenant may credit the difference against the next installment of Additional Rent due to Landlord hereunder. If the total of such remittances is less than the Additional Rent due for such tax year, Tenant shall pay the difference to Landlord at the time that Landlord provides a certification that explains the additional amount due.

 

6


Tenant shall pay all assessments and all taxes levied on its own personal property. Tenant shall further pay, as Additional Rent, any tax that may be levied, or assessed upon the rent payable hereunder by any governmental authority acting under any present or future laws. However, such obligation shall not include the Landlord’s obligation to pay income tax. Tenant shall not have the right to make application for or to bring proceedings related to the assessed valuation of any land or building in the Building.

19. MAINTENANCE OF COMMON AREAS: All common areas and other facilities in or about the Building provided by Landlord shall be subject to the exclusive control and management of Landlord. Landlord shall have the right to change the area, level, location and arrangement of parking areas and other facilities; to restrict parking by Tenants, their officers, agents and employees; to close all or any portion of said areas or facilities to such extent as may be legally sufficient to prevent a dedication therein or the accrual of any right to any person or the public therein; to close temporarily all or any portion of the parking areas or facilities to discourage non-customer parking. Landlord shall operate and maintain the common facilities in such manner as Landlord in its discretion shall determine; but in all times in a manner befitting a first class business location, and Landlord shall have full right and authority to employ and discharge all personnel with respect thereto.

20. COMMON AREA MAINTENANCE COSTS AS ADDITIONAL RENT: Tenant, as Additional Rent, agrees to pay to Landlord, without offset of deduction, in equal monthly installments on the first day of each and every calendar month during the term hereof (pro-rata for that portion of the calendar month in which the term hereof shall commence, if such portion is shorter than a full month) as its share of the cost to Landlord of keeping and maintaining the parking areas and other common facilities, as set forth herein, an annual amount equal to (a) Tenant’s pro-rata share as defined hereinafter of all costs and expenses of every kind and nature as may be paid or incurred by Landlord during the Lease Term (including appropriate reserves) in operating, managing, equipping, lighting, repairing, replacing and maintaining the common areas, parking areas, common facilities and related services, and in policing the Building and affording protection thereof against fire and other natural disasters (if and to the extent that such policing and/or fire protection is provided) as determined in accordance with generally accepted accounting principles and allocated to any particular fiscal year on the accrual method of accounting.

21. INSURANCE COSTS AND ADDITIONAL RENT:

Landlord’s Insurance. Landlord shall procure and maintain throughout the term of this Lease, a special perils insurance policy which shall insure the Building for losses caused by. fire, windstorm, and flood. However, the parties recognize that flood insurance will not be available through a commercial carrier if the property is within an area designated by the Secretary of Housing and Urban Development as having special flood hazards. In that case, i.e., where commercial flood insurance is not available, Landlord shall also procure and maintain throughout the term of the Lease flood insurance on the Building in accordance with Title 44, Code of Federal Regulations and Title 42, United States Code. The Landlord shall also maintain liability insurance in commercially reasonable amounts. Tenant agrees to pay its pro rata share of the cost of all such insurance coverage as a part of its Additional Rent. Tenant agrees that it will not keep, use, sell, or offer for sale, in or upon the Demised Premises, any article which may be prohibited by the Landlord’s insurance policy. In the event, there is an increase in the premium charged by the insuring company or its authorized agent as a result of Tenant’s use or occupancy of the Demised Premises, Tenant shall pay upon demand the increase in the premium.

 

7


Tenant’s Insurance. Tenant shall, during the Lease Term, at its sole cost, risk and obligation, keep in full force and effect a policy of public


 
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