Exhibit 10.66
Cypress Lakes Professional Center,
LLC
LEASE
In consideration of the rents,
covenants and agreements set forth in this Lease, Lessor (as
identified below) leases to Lessee (as identified below), and
Lessee rents from Lessor, the Premises (as described below), upon
the following terms and conditions.
Section 1 Fundamental Lease
Provisions
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EFFECTIVE DATE OF THIS LEASE:
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August 1,
2006
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LEASE COMMENCEMENT DATE:
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August 1,
2006
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LEASE TERMINATION DATE:
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October 31,
2007
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RENT COMMENCEMENT DATE:
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August 1,
2006
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OPTION: Lessee is granted one
three-year
option
LESSOR NAME AND ADDRESS: Cypress
Lake Professional Center, LLC
P.O. Box 07325, Fort Myers, FL. 33919
LESSEE NAME AND ADDRESS: Certified
Diabetic Services, Inc.
9371 Cypress Lake Drive, Fort Myers, FL.
33919.
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LEASED PREMISES:
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Suite No.8; 900
square feet
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BASE ANNUAL RENT FIRST YEAR:
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$ 12,150.00/$
1,012.50 monthly plus applicable sales tax
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BASE RENT SUCCEEDING YEARS:
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As Set Forth in
Exhibit A
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SECURITY DEPOSIT:
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$
1,500.00
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LESSEE’S PROPORTIONATE SHARE: First Year
$ 3.50 square foot
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MONTHLY EXPENSES ESTIMATED UNDER
Section 6: $ 262.50 plus applicable sales tax
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NAME OF GUARANTOR(S):
References in other sections of this Lease to
provisions contained in this Section 1 shall be construed to
incorporate all of the terms provided under each such Fundamental
Lease Provision, and visa versa. In the event of any conflict
between any Fundamental Lease Provision and the balance of the
Lease, the latter shall control.
Section 2. Lease of
Premises
Lessor hereby leases and demises
unto Lessee and Lessee hereby leases and takes from Lessor, for the
term, at the rental, and upon the covenants and conditions herein
set forth, office space in one of the buildings (the
“Buildings”) located at 9371 Cypress Lake Drive, Fort
Myers, Lee County, Florida, referred to herein as the
“Premises.”
Section 2.1. Condition of
leased premises
Lessee acknowledges that:
(i) Lessee has carefully inspected the premises and found them
in a good state of repair and in clean and orderly condition;
(ii) no representation has been made to Lessee concerning the
suitability of the premises for Lessee’s purposes; and
(ill) no promise has been made to Lessee that Lessor will
decorate, alter, repair, or improve the premises.
Lessee must keep the premises in
clean and orderly condition and good State of repair at all times,
and on termination of this lease, Lessee must deliver the premises
to Lessor in the same condition they were in at the beginning of
the term.”
Section 3. Commencement and
Ending Date of Lease
The term of this Lease and
Lessee’s obligation to pay rent hereunder shall begin and end
on the dates set forth above as the “Lease Commencement
Date” and the “Lease Termination Date”, unless
sooner terminated as provided in this Lease.
Section 4. Lease Year
Defined
The term “lease year” as
used herein shall mean a period of twelve (12) consecutive
full calendar months. The first lease year shall begin on the
“Lease Commencement Date”. Each succeeding lease year
shall commence upon the anniversary date of the first lease
year.
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Section 5. Base Rent
Lessee agrees to pay to Lessor at
the office of Lessor, or at such other place designated by Lessor,
without any prior demand therefore and without any deduction or
set-off whatsoever, and as fixed minimum rent, one twelfth
(1/12) of the Base Annual Rental specified in Section 1
hereof, in advance on or before the first day of each calendar
month of each lease year.
Section 6. Additional rent,
taxes, insurance and common area costs and uses.
6.0 Common Area Expenses and
Uses
6.0 Lessee agrees to pay to Lessor,
as additional rent, Lessee’s pro-rata share of all costs and
expenses (Common Area Expenses and or operating expenses) of every
kind and nature paid or incurred by Lessor, or for which Lessor is
or becomes obligated during the term, for maintenance contracts,
operating, managing, constructing, equipping, securing, policing,
protecting, heating, air conditioning, providing sanitation and
sewer and other services, lighting, insuring (including self
insurance and the payment of deductible amounts under insurance
policies) constructing, repairing, replacing and maintaining
(a) the Common Areas, (b) all leased premises, all
buildings, including air conditioning units, air handlers and the
land in which the buildings and its appurtenances are situated, and
roofs at Cypress Lake Professional Center, and (c) all other
areas, facilities, and buildings used in the maintenance and
operation of Cypress Lake Professional Center whether located
within or outside of Cypress Lake Professional Center, including
parking garage facilities, if any.
Operating expenses and or Common
Area Expenses shall include, but not limited to, maintenance
contracts, the costs and expenses of water, gas, sewage,
electricity, refuse disposal, extermination, pest control, and
other utilities (including all energy costs) including all usage,
service, hook up, connection, availability, and/or standby fees or
charges as applicable to the non-leased areas.
Installation, construction, repair,
development, illumination and maintenance of signs, whether located
within or outside Cypress Lake Professional Center; total
compensation and benefits of all management, bookkeeping,
secretarial personnel, legal, accounting, or other professional
fees and other persons involved in the performance or
administration of the work specified in this lease (including,
without limitation, payroll taxes, premium for worker’s
compensation and other insurance, and other employee benefits of
all such personnel); Cypress Lake Professional Center directories,
electronic or otherwise; cleaning; lighting; gardening and
landscaping; uniforms for maintenance administrative, and security
personnel for Cypress Lake Professional Center; charges for any
independent contractor who, under contract with Lessor or its
representatives, does any of the work operating, managing,
maintaining, repairing, replacing, or constructing at Cypress Lake
Professional Center; maintaining, repairing, replacing, or
constructing of decorations in
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non-leasable areas; acquisition, construction,
maintenance, repair and replacement of seasonable decorations;
premiums for liability and property damage insurance and all other
insurance provided in Section 6.2 of this lease including, but
without limitation, insurance against vandalism, plate glass
breakage, fire and extended coverage insurance, and related
coverage as determined by Lessor; repair and maintenance; personal
property taxes; licensing fees and taxes; and all other taxes as
provided in Section 6.1, audit fees and expenses; all costs
and expenses of enforcing the rules and regulation established by
Lessor for Cypress Lake Professional Center; construction,
maintenance, operation, repair, and replacement of mechanical
equipment including but not limited to any automatic door openers,
lighting fixtures (including replacement of tubes and bulbs), fire
sprinkler systems, security systems, public address systems,
life/safety systems, energy maintenance system, and all other items
of equipment used in connection with such areas of Cypress Lake
Professional Center; constructing, patching, repairing, replacing,
resurfacing, topping, striping, and marking of all parking and
drive areas; reglazing; regulation of traffic; curbs, gutters,
sidewalks, drainage and irrigation ditches, conduits, pipes, and
canals serving Cypress Lake Professional Center; professional and
technical fees and all other disbursements incurred in connection
with the performance of any of the foregoing; and any other expense
or charge, whether or not hereinbefore mentioned, which, in
accordance with generally accepted management principles, would be
considered as an expense of constructing, managing, operating,
equipping, maintaining, or repairing, Cypress Lake Professional
Center.
Lessor hereby expressly reserves the
right but without obligation therefore, from time to time to
construct surface parking areas and facilities; to change, enlarge
or reduce the area, level, location, and arrangement of the Common
Areas and other portions of Cypress Lake Professional Center; to
restrict parking by Lessees or other occupants of Cypress Lake
Professional Center and their respective employees, agents,
sublessees, concessionaires, and licensees; to close temporarily
all or any portion of the Common Areas for the purpose of making
repairs or changes to them and to discourage non-customer parking;
to close all or any portion of the Common Areas or facilities to
such extent as may, in the opinion of Lessor’s counsel, be
legally sufficient to prevent a dedication of the Common Areas of
the accrual of any rights to any person or to the public in them;
and to do and perform such other ads in and to said areas and
improvements as Lessor shall determine. In addition, Lessor, from
time to time, may modify the traffic flow pattern and layout of
parking spaces and the entrances and exits to adjoining public
streets or walkways, use portions of the Common Areas for temporary
storage of construction equipment OT materials or for kiosks,
entertainment, displays, and charitable activities, and may do such
other acts in and to the Common Areas as, in its judgment, may be
desirable to improve the convenience or attraction thereof. If
Lessor takes any such action, Lessee shall not be entitled to
injunctive relief, abatement of Rents, or any other remedy for or
related to any inconvenience, interruption or loss of business, or
disruption or annoyance occasioned by such action. Irrespective of
whether Lessor does or does not provide security devices, services,
or personnel, Lessor hereby disclaims any and all responsibility or
liability
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therefore, and Lessor, to the maximum extent
permitted by law, shall be free from any and all liability to
Lessee or Lessee’s employees, agents, invitees, licensees,
guests, or any other person or entity, including their successors,
assigns, heirs, or personal representatives, for any damages or
costs incurred, arising out of, related to, or in connection with,
any negligent or willful act or omission concerning the provision
of security to Cypress Lake Professional Center and surrounding
areas or concerning Lessor’s election not to provide the
same.
6.1 Taxes
Real Property Taxes. The entire
amount of any real property taxes, including special assessments,
imposed against the Buildings and the land including improvements)
on which the Buildings and their appurtenances are situated, the
land, Buildings and appurtenances are currently identified as Tax
Parcel 02-45-24P4-01300.0100. The amount payable by Lessee shall be
based upon the amount actually paid to the taxing
authority.
6.2 Insurance
The entire premium paid by Lessor to
maintain a comprehensive fire and extended coverage insurance
policy on the Property, covering the full replacement cost thereof,
full Joss of rents, and public liability insurance, with minimum
limits of liability of $500,000 per person; $1,000,000 per
incident; and $100,000 with respect to damage to property. Lessee
shall be responsible for maintaining its own insurance on the
property of Lessee or others brought onto the Premises.
Section 7. Assessment and
charges
Lessee shall promptly pay any money
required to be paid pursuant this Lease, whether or not the same be
designated as “rent”. If such amounts or charges are
not paid at the time provided in this Lease, they shall
nevertheless, if not paid when due, be collectible with the next
installment of rent thereafter falling due hereunder, but nothing
herein contained shall be deemed to suspend or delay the payment of
any amount of money or charge at the time the same becomes due and
payable hereunder, or limit any other remedy of Lessor.
Section 8. Past due rent,
assessments and charges
If Lessee shall fail to pay, when
the same is due and payable, any rent, additional rent, or any
amounts or charges of the character described in Section 8
hereof, such unpaid amounts shall bear interest from the due date
thereof to the date of payment at the rate of eighteen percent
(18%) per annum. In addition to interest, Lessor may charge a
sum of five percent (5%) of such unpaid amounts as a service
fee.
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Section 9. Permitted use of the
premises
Lessee shall use the leased Premises
solely for general office purposes. Lessee shall not engage in
repacking, reprocessing or manufacturing of any kind. No water or
other liquids shall be used for any purposes except for drinking
and restroom purposes. Lessee shall not dispose of any things or
materials of any kind on or about the Buildings or contiguous or
nearby property. However, unintentional spills or releases will
not, for the purposes of this Lease, be considered to be disposal
if the material spilled or released and any contamination resulting
there from is promptly removed from the Buildings and contiguous or
nearby property. Lessee shall not receive, generate, store, treat,
reclaim, recycle or dispose of any “hazardous wastes”
(as that term is defined in 40 Code of Federal Regulations 261) on
or about the Premises or contiguous or nearby property. Lessee
shall manage any and all “hazardous substances” (as
that term is defined in the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. 9601, et seq.)
(CERCLA) in, on, under, or about the Premises in conformity with
all applicable hazardous substances laws. Upon expiration or
earlier termination of the term of this Lease, Lessee shall cause
all Hazardous Substances to be removed from the Premises. Lessee
shall not perform any ads or carry on any practices which may
injure the Buildings or be a nuisance, health hazard, or menace to
other Lessees or third parties.
Section. 10 Signs
Lessee may not place any signs on
the Building. Signs may be placed on the exterior doors or walls of
the Premises, with Lessor’s prior written consent, and in
conformity with local regulations, provided that any damage to the
Building shall be repaired by Lessee upon removal, to restore the
Building to its original condition. Lessor makes no representation
respecting the compliance of any signage with local regulation.
Such current and future compliance is solely the responsibility of
Lessee.
Section 11. Use by
others
Lessee shall not permit any business
to be operated in or from the leased Premises by any concessionaire
or licensee without the prior written consent of Lessor.
Section 12. Security
Deposit
12.1 Lessee has on deposit with
Lessor a security deposit in the sum set forth in Section 1.
Said deposit shall be held by Lessor, without liability for
interest, as security for the faithful performance by Lessee of all
of the terms, covenants and conditions of this Lease by Lessee to
be kept and performed during the term hereof, or upon
termination.
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12.2 In the event of the failure of Lessee to
keep and perform any of the terms, covenants, and conditions of
this Lease to be kept and performed by Lessee, then Lessor at its
option may appropriate and apply said entire deposit, or so much
thereof as may be necessary, to compensate Lessor for loss or
damage sustained or suffered by Lessor due to such breach on the
part of Lessee. Should the entire deposit, or any portion thereof,
be appropriated and applied by Lessor for the payment of overdue
rent or other sums due and payable to Lessor by Lessee hereunder,
then Lessee shall, upon the written demand of Lessor, forthwith
remit to Lessor a sufficient amount in cash to restore said
security to the original sum deposited, and Lessee’s failure
to do so within five (5) days after receipt of such demand
shall constitute a breach of this Lease. Should Lessee comply with
all of said terms, covenants and conditions and promptly pay all of
the rental herein provided for as it falls due, and all other sums
payable by Lessee to Lessor hereunder, the said deposit shall be
returned in full to Lessee at the end of the term of this
Lease.
12.3 Lessor may deliver the funds
deposited hereunder by Lessee to the purchaser of Lessor’s
interest in the leased Premises, in the event that such interest is
sold, and thereupon Lessor shall be discharged from any further
liability with respect to such deposit.
Section 13. Maintenance by
Lessee
Lessee shall, at all times, keep the
leased premises in a clean, orderly and professional business
appearance. Lessee shall not perform, nor allow any person to
perform maintenance on the leased unit without the written
authorization of Lessor.
Section 14. Maintenance by
Lessor
Maintenance of the leased premises
is the sole responsibility of the lessor as described in
Section 6.0.
Section 15. Surrender of
Premises
At the expiration of the tenancy
hereby created, Lessee shall surrender the leased Premises in the
same condition as the leased Premises were in upon commencement of
operations by Lessee under this Lease, reasonable wear and tear
excepted, and damage by unavoidable casualty excepted, and shall
surrender all keys for the leased Premises to Lessor at the place
then fixed for the payment of rent. Lessee shall remove all its
trade fixtures, and any alterations or improvements, before
surrendering the Premises as aforesaid and shall repair any damage
to the leased Premises caused thereby. Lessee’s obligation to
observe or perform this covenant shall survive the expiration or
other termination of the term of this Lease.
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Section 16. Liability Insurance
Lessee shall, during the entire term
hereof, keep in full force and effect a policy of public liability
and property damage insurance with respect to the leased Premises,
and the business operated by Lessee and any sublessees of Lessee in
the leased Premises in which the limits of public liability shall
be not less than $1,000,000 per person and $1,000,000 per
occurrence and in which the property damage liability shall not be
less than $100,000. The policy shall name Lessor, any person, firms
or corporations designated by Lessor, and Lessee as insured, and
shall contain a clause that the insurer will not cancel or change
the insurance without first giving Lessor ten days prior written
notice. The insurance shall be in an insurance company approved by
Lessor and a copy of the policy or a certificate of insurance shall
be delivered to Lessor. All public liability, property damage and
other casualty policies shall be written as’ primary
policies, not contributing with and not in excess of coverage which
Lessor may carry. All public liability and property damage policies
shall contain a provision that the Lessor, although named as an
insured, shall nevertheless be entitled to recovery under said
policies for any loss occasioned to it, its servants, agents and
employees by reason of the negligence of Lessee.
Section 17. Fire and extended
coverage insurance
Lessor shall maintain a
comprehensive fire and extended coverage insurance policy on the
leased Premises, covering the full replacement cost thereof, full
loss of rents, and glass breakage. Lessee shall pay to Lessor its
proportionate share of the premiums for such coverage, as provided
herein.
Section 18. Increase in fire or
casualty insurance premium
Lessee agrees that it will not keep,
use, sell or offer for sale in or upon the leased Premises any
article or do or permit any other act or thing which may be
prohibited by the standard form of fire insurance policy. Lessee
agrees to pay any increase in premiums for fire and extended
coverage insurance that may be charged during the term of this
lease on the amount of such insurance which may be carried by
Lessor on the Buildings of which the Premises are a part, resulting
from the type of merchandise maintained by Lessee in the Leased
Premises, whether or not Lessor has consented to the same. In
determining whether increased premiums are the result of
Lessee’s use of the leased Premises, a schedule, issued by
the organization making the insurance rate on the leased Premises,
showing the various components of such rate, shall be conclusive
evidence of the several times and charges which make up the fire
insurance rate on the Buildings. In the event Lessee’s
occupancy causes any increase of premiums for the fire and/or
casualty rates on the Buildings or any part thereof above the rate
for the least hazardous type of occupancy legally permitted in the
leased Premises, Lessee shall pay the additional premium on the
fire and/or casualty insurance policies by reason thereof. The
Lessee also shall pay in such event, any additional premium on the
rent insurance policy that may be carried by Lessor for its
protection against rent loss