Exhibit 10.73
LEASE
AGREEMENT
THIS LEASE AGREEMENT (the “
Lease ”) is dated as of February 5, 2008 is made
by and between HOWARD FRANK, an individual maintaining a mailing
address at 11266 Canyon Maple Blvd., Davie, Florida 33330 and GLENN
BROSNICK, an individual maintaining a mailing address at 2933 Birch
Terrace, Davie, Florida 33330 (collectively, the “
Landlord ”), and CDS DP ACQUISITION, INC., a Florida
Corporation maintaining a mailing address at 3030 Horseshoe Drive,
Suite 200, Naples, Florida 34104 (the “ Tenant
”) and guaranteed by Certified Diabetic Services, Inc. as to
the payment of Rent.
ARTICLE 1. BASIC LEASE
PROVISIONS:
1.1 Lease of Premises .
Subject to the terms, conditions and covenants of this Lease,
Landlord leases to Tenant and Tenant hereby leases from Landlord,
approximately 3,250 square feet of office space identified as 777
Shotgun Rd., Broward County, Florida, 33326 (the “
Property ” or the “ Premises
”).
1.2 Rent . Commencing on the
Fifth (5th) day of February, 2008 (the “ Rent
Commencement Date ”) and continuing during the Lease Term
(as defined below), Tenant shall pay to Landlord gross monthly rent
of $8,500 (“ Rent ”), plus applicable sales tax.
Rent shall be due and payable in advance on the first day of each
calendar month. Payment of Rent shall be sent to the following
address: 2933 Birch Terrace, Davie, Florida 33330.
Any and all additional sums of money
or charges required to be paid by Tenant under this Lease, whether
or not the same be so designated, shall be considered
“additional rent” and shall be subject to sales tax. If
such amounts or charges with appropriate sales tax are not paid at
the time provided in this Lease, they shall, nevertheless, be
collectible as additional rent 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 or
charges as the same becomes due and payable hereunder, or limit any
other remedy of Landlord.
1.3 Lease Term; Early
Termination . The term of this Lease is one (1) year and
zero months (the “ Lease Term ”) and commences
as specified in Section 1.2 above (the “ Lease
Commencement Date ”) and, unless sooner terminated or
extended as hereinafter provided, shall expire at midnight on the
Thirty-First (31st) day of January, 2009 (the “ Lease
Expiration Date ”).
1.4 Expiration of Lease Term
. If Tenant shall remain in possession of all or any part of the
Property after the expiration of the Lease Term, and Landlord has
not provided at least thirty (30) days written notice
requesting Tenant to vacate the Property upon expiration of the
Lease Term, then Tenant shall be deemed a tenant of the premises
from month to month, cancelable upon thirty (30) days’
written notice by either party, subject to all of the terms and
provisions hereof.
1.5 Security Deposit . No
security deposit is required under this lease.
1.6 Property Taxes . Landlord
shall be responsible for payment all property taxes assessed on
Real Property.
ARTICLE 2.
USE
1.7 Tenant shall not use the
Premises for any unlawful purpose or so as to allow any
unreasonable noise, disturbance or nuisance. The Premises shall be
available for Tenant’s use seven (7) days per week,
twenty-four (24) hours per day. The Tenant shall comply with
all laws, ordinances and regulations affecting the Premises and
promulgated by duly constituted governmental authorities and shall
obtain at Tenant’s sole cost and expense, any required
permits, variances, or any other consents or licenses necessary for
Tenant to use the Premises.
1.8 Tenant shall be solely
responsible for and promptly pay all charges for water, gas,
electricity, trash or any other utility or service used, or
consumed or wasted in or about the Premises, whether by separate
meter billing from the utility company, individual, corporation,
private firm or by pro-rata share billing from Landlord;
provided , however , the Landlord shall provide
written evidence acceptable to Tenant that such charges relate to
Tenant’s use. If such charges are not paid when due, Landlord
may, at its option, pay the same, and any amount so paid by
Landlord shall thereupon become due to Landlord from Tenant as
additional rent. In no event shall Landlord be liable for any
interruption or failure in the supply of any such utilities to the
Premises, nor shall Tenant be entitled to any abatement of rent due
to any such interruption or failure in supplying utility
services.
ARTICLE 3. REPAIRS AND
MAINTENANCE
3.1 Landlord shall, throughout the
term of this Lease and at no expense to Tenant, take good care of
the Premises and shall not do or suffer any waste with respect
thereto, and Landlord shall promptly make all nonstructural repairs
to the Premises of every kind and nature, ordinary as well as
extraordinary, foreseen as well as unforeseen, whether necessitated
by wear, tear, obsolescence or defects, latent or otherwise,
necessary to keep the Premises in good order and condition,
including all necessary maintenance, repairs and replacements to
the following: all windows; plate glass; interior walls; floor
coverings; ceilings; plumbing; electrical; heating, ventilating,
and air conditioning systems; well and septic systems; lighting
fixtures and tubes; exterior and interior painting; and signs. When
used in this Section, the term “ repairs ” shall
include replacements, restorations and/or renewals when
necessary.
3.2 Landlord shall keep in good
repair and maintain at its expense all structural components of the
building located on the Premises, including, but not limited to,
the foundation, roof and structural walls. All repairs made by
Landlord shall be substantially equal in quality and workmanship to
the original work.
3.3 In the event the building
located on the Premises or a portion thereof shall be rendered
unusable due to the Landlord ‘s default or negligence with
respect to repairs required to be made by Landlord, there shall be
a just and equitable abatement of Rent and all other charges
payable under this Lease until said building shall be made
usable.
3.4 If Landlord fails after thirty
(30) days written notice (except in case of emergency in which
event the Tenant may take immediate action) to proceed with due
diligence to make repairs required to be made by Landlord, the same
may be made by Tenant, at the expense of Landlord, and the Tenant
shall have the right to offset the cost of said repairs against the
Rent installments required herein, subject to Landlord’s
right to examine Tenant’s records with respect to such
expenses.
3.5 In the event Tenant desires to
make any changes, alterations or improvements to the Premises,
Tenant shall first obtain Landlord’s approval in accordance
with the provisions of this Lease.
(a) For any improvements approved by
Landlord, Landlord, in its sole discretion and for any reason,
shall have the right to order Tenant to terminate any construction
work being performed by or on behalf of Tenant in the Premises at
any time during this Lease. Upon notification from Landlord to
Tenant to cease any such work, Tenant shall forthwith remove from
the Premises all agents,
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employees and contractors of Tenant performing
such work until such time as Landlord shall have given its consent
for the resumption of such construction work and Tenant shall have
no claim for damages of any nature whatsoever against Landlord in
connection therewith. If Tenant enters the Premises pursuant to
this paragraph, then Tenant shall indemnify, protect and hold
Landlord harmless of and from any damages or liability to person or
property so entering upon the Premises at such time and shall, upon
written request, provide evidence of all insurance required
hereunder.
(b) The approval by Landlord of any
plans and specifications submitted by or on behalf of Tenant, or
any changes thereto, shall not constitute the assumption of any
liability on the part of Landlord for the compliance or conformity
with applicable building codes and the requirements of this Lease
or for their accuracy, and Tenant shall be solely responsible for
such plans and specifications. In addition, the approval by
Landlord of the plans and specifications shall not constitute a
waiver by Landlord of the right to thereafter require Tenant to
amend the same to provide for any corrections or omissions by
Tenant of items required by building codes of this Lease which are
later discovered by Landlord.
(c) No construction, improvements,
alterations or installations in or around the Premises, including,
but not limited to, construction or installation of signage, bars,
gates, storefronts, canopies, shutters, security devices, or
interior improvements is permitted without Landlord’s written
approval prior to commencement of the work. All such work shall be
performed: (i) at the sole cost of Tenant; (ii) by
contractors, subcontractors and workmen approved in writing by
Landlord; (iii) in a good and workmanlike manner; (iv) in
accordance with drawings and specifications pre-approved in writing
by Landlord: (v) in accordance with all applicable laws;
(vi) subject to the reasonable regulations, supervision,
control and inspection of Landlord which Landlord may perform at
its discretion, or not at all; and (vii) subject to such
indemnification against liens and expenses as Landlord reasonably
requires. All fixtures or other equipment installed in the Leased
Premises shall be new or completely refurbished. Tenant shall
require any contractor or subcontractor to remove and dispose of,
at least twice a week, all debris and rubbish caused by the work
and upon completion to remove all temporary structures, debris and
rubbish of whatever kind remaining on any part of the Property.
Tenant shall pay for any utility charges associated with the
Premises during and after construction of the Premises. If any work
would affect the structure of the Property or any of the
electrical, plumbing, fire sprinkler, mechanical, heating,
ventilating or air conditioning systems or other base building
systems, Landlord shall, at the option of Landlord, but not the
obligation of Landlord, perform such work at Tenant’s cost.
In such cases, Tenant shall be required to pay Landlord upon
demand, as additional rent, an amount equal to the costs of
Landlord performing such work, together with an administration fee
equal to fifteen percent (15%) of such costs.
(d) In connection with any changes,
alterations or improvements to the Premises, Tenant shall be solely
responsible to procure and pay for the building permits,
certificates of occupancy, impact fees, licenses and other
governmental approvals required to occupy the Premises and operate
its business.
(e) Tenant and Tenant’s
contractors and subcontractors shall be required to provide, in
addition to the insurance required to be maintained by Tenant
hereunder, the following types of insurance in the following
minimum amounts naming Landlord and any other persons having an
interest in the Property as additional insureds as their interests
may appear, issued by companies approved by Landlord:
(1) Worker’s Compensation
coverage with limits no less than required by applicable
law.
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(2) Builder risk-completed value
fire and extended coverage covering damage to the construction and
improvements to be made by Tenant in amounts at least equal to the
estimated complete cost of the construction and improvements with
one hundred percent (100%) coinsurance protection.
(3) General liability coverage
including automobile liability coverage with bodily injury limits
of at least one million dollars ($1,000,000.00) per p
