Exhibit 10.28
OFFICE BUILDING
LEASE
1.
PARTIES. This Lease, dated,
for reference purposes only, June 21, 2001, made by and between
Newtown Street Road Associates, A Pennsylvania Limited Partnership
(herein called “Landlord”) and MedStaff, Inc. (herein
called “Tenant”).
2.
PREMISES. Landlord does hereby
lease to Tenant and Tenant hereby leases from Landlord that certain
office space (herein called “Premises”) indicated on
Exhibit “A” attached hereto and hereby reference
thereto made a part hereof, said Premises being agreed, for the
purpose of this Lease, to have an area of approximately The Entire
Building square feet and being situated on the
floor of that certain Building known as The Medstaff
Building, 295 S. Newtown Street Road, Newtown Square,
Pennsylvania.
Said Lease is subject to the terms,
covenants and conditions herein set forth and the Tenant covenants
as a material part of the consideration for this Lease to keep and
perform each and all of said terms, covenants and conditions by it
to be kept and performed and that this Lease is made upon the
condition of said performance.
3.
TERM. The term of this Lease shall be for 5 years,
commencing on the 1 st day of July, 2001 and ending on
the 31 st day of July, 2006.
4.
POSSESSION.
4.a. If the Landlord, for any
reason whatsoever, cannot deliver possession of the said Premises
to the Tenant at the commencement of the term hereof, this Lease
shall not be void or voidable, nor shall Landlord be liable to
Tenant for any loss or damage resulting there from, nor shall the
expiration date of the above term be in any way extended, but in
that event, all rent shall be abated during the period between the
commencement of said term and the time when Landlord delivers
possession.
4.b. In the event that
Landlord shall permit Tenant to occupy the Premises prior to the
commencement date of the term, such occupancy shall be subject to
all the provisions of this Lease. Said early possession shall not
advance the termination date hereinabove provided.
5.
RENT. Tenant agrees to pay to Landlord as rental,
without prior notice or demand, for the Premises the sum of: See
Addendum, Paragraph 5a Rent on or before the first day of the
first full calendar month of the term hereof and a like sum on or
before the first day of each and every successive calendar month
thereafter during the term hereof, except that the first
month’s rent shall be paid upon the execution hereof. Rent
for any period during the term hereof which is for less than one
(1) month shall be a prorated portion of the monthly installment
herein, based upon a thirty (30) day month. Said rental shall be
paid to Landlord, without deduction or offset in lawful money of
the United States of America, which shall be legal tender at the
time of payment at the Office of the Building, or to such other
person or at such other place as Landlord may from time to time
designate in writing.
6.
INTENTIONALLY DELETED.
7.
INTENTIONALLY DELETED.
Notwithstanding anything contained
in this Article, the rent payable by Tenant shall in no event be
less than the rent specified in Article 5 hereinabove.
8.
USE.
Tenant shall use the Premises for
general office purposes and shall not use or permit the Premises to
be used for any other purpose without the prior written consent of
Landlord.
Tenant shall not do or permit
anything to be done in or about the Premises nor bring or keep
anything therein which will in any way increase the existing rate
of or affect any fire or other insurance upon the Building or any
of its contents, or cause cancellation of any insurance policy
covering said Building or any part thereof or any of its contents.
Tenant shall not do or permit anything to be done in or about the
Premises which will in any way obstruct of interfere with the right
of other tenants or occupants of the Building or injure or annoy
them or use or allow the Premises to be used for any improper,
immoral, unlawful or objectionable purpose, nor shall Tenant
cause,
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maintain or permit any nuisance in, on or about
the Premises. Tenant shall not commit or suffer to be committed any
waste in or upon the Premises.
9.
COMPLIANCE WITH LAW. Tenant
shall not use the Premises or permit anything to be done in or
about the Premises which will in any way conflict with any law,
statute, ordinance or governmental rule or regulation now in force
or which may hereafter be enacted or promulgated. Tenant shall, at
its sole cost and expense, promptly comply with all laws, statutes,
ordinances and governmental rules, regulations or requirements now
in force or which may hereafter be in force, and with the
requirements of any board of fire insurance underwriters or other
similar bodies now or hereafter constituted, relating to, or
affecting the condition, use or occupancy of the Premises,
excluding structural changes not related to or affected by
Tenant’s improvements or acts. The judgment of any court of
competent jurisdiction or the admission of Tenant in any action
against Tenant, whether Landlord be a party thereto or not,
that Tenant has violated any law, statute, ordinance or
governmental rule, regulation or requirement, shall be conclusive
of that fact as between the Landlord and Tenant.
10.
ALTERATIONS AND ADDITIONS.
Tenant shall not make or suffer to be made, any alterations,
additions or improvements to or of the Premises or any part thereof
without the written consent of Landlord first had and obtained and
any alterations, additions or improvements to or of said Premises
including, but not limited to, wall covering, paneling and built-in
cabinet work, but excepting movable furniture and trade fixtures,
shall on the expiration of the term become a part of the realty and
belong to the Landlord and shall be surrendered with the Premises.
In the event Landlord consents to the making of any alterations,
additions or improvements to the Premises by Tenant, the same shall
be made by Tenant at Tenant’s sole cost and expense, and any
contractor or person selected by Tenant to make the same must first
be approved of in writing by the Landlord. Upon the expiration or
sooner termination of the term hereof, Tenant shall, upon written
demand by Landlord, given at least thirty (30) days prior to the
end of the term, at Tenant’s sole cost and expense, forthwith
and with all due diligence remove any alterations, additions, or
improvements made by Tenant, designated by Landlord to be removed,
and Tenant shall, forthwith and with all due diligence at its sole
cost and expense, repair any damage to the Premises caused by such
removal.
11.
REPAIRS.
1l.a. By taking possession of
the Premises, Tenant shall be deemed to have accepted the Premises
as being in good, sanitary order, condition and repair. Tenant
shall, at Tenant’s sole cost and expense, keep the Premises
and every part thereof in good condition and repair, damage thereto
from causes beyond the reasonable control of Tenant and ordinary
wear and tear excepted. Tenant shall upon the expiration or sooner
termination of this Lease hereof surrender the Premises to the
Landlord in good condition, ordinary wear and tear and damage from
causes beyond the reasonable control of Tenant excepted. Except as
specifically provided in an addendum, if any, to this Lease,
Landlord shall have no obligation whatsoever to alter, remodel,
improve, repair, decorate or paint the Premises or any part thereof
and the parties hereto affirm that Landlord has made no
representations to Tenant respecting the condition of the Premises
or the Building except as specifically herein set forth.
11.b. Notwithstanding the
provisions of Article 11.a. hereinabove, Landlord shall repair and
maintain the structural portions of the Building, including the
basic plumbing, air conditioning, heating, and electrical systems,
installed or furnished by Landlord, unless such maintenance and
repairs are caused in part or in whole by the act, neglect, fault
or omission of any duty by the Tenant, its agents, servants,
employees or invitees, in which case Tenant shall pay to Landlord
the reasonable cost of such maintenance and repairs. Landlord shall
not be liable for any failure to make any such repairs or to
perform any maintenance unless such failure shall persist for an
unreasonable time after written notice of the need of such repairs
or maintenance is given to Landlord by Tenant. Except as provided
in Article 22 hereof, there shall be no abatement of rent and no
liability of Landlord by reason of any injury to or interference
with Tenant’s business arising from the making of any
repairs, alterations or improvements in or to any portion of the
Building or the Premises or in or to fixtures, appurtenances and
equipment therein. Tenant waives the right to make repairs at
Landlord’s expense under any law, statute or ordinance now or
hereafter in effect.
12.
LIENS. Tenant shall keep the
Premises and the property in which the Premises are situated free
from any liens arising out of any work performed, materials
furnished or obligations incurred by Tenant. Landlord may require,
at Landlord’s sole option, that Tenant shall provide to
Landlord, at Tenant’s sole cost and expense, a lien and
completion bond in an amount equal to one and one-half (1-1/2)
times any and all estimated costs of any
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improvements, additions, or alterations in the
Premises, to insure Landlord against any liability for
mechanics’ and materialmen’s liens and to insure
completion of the work.
13.
ASSIGNMENT AND SUBLETTING.
Tenant shall not either voluntarily or by operation of law, assign,
transfer, mortgage, pledge, hypothecate or encumber this Lease or
any interests therein and shall not sublet the said Premises or any
part thereof, or any right or privilege appurtenant thereto, or
suffer any other person (the employees, agents, servants and
invitees of Tenant excepted) to occupy or use the said Premises, or
any portion thereof, without the written consent of Landlord first
had and obtained, which consent shall not be unreasonably withheld,
and a consent to one assignment, subletting, occupation or use by
any other person shall not be deemed to be a consent to any
subsequent assignment, subletting, occupation or use by another
person. Any such assignment or subletting without such consent
shall be void, and shall, at the option of the Landlord, constitute
a default under this Lease.
14.
HOLD HARMLESS. Tenant shall
indemnify and hold harmless Landlord against and from any and all
claims arising from Tenant’s use of the Premises for the
conduct of its business or from any activity, work, or other thing
done, permitted or suffered by the Tenant in or about the Building,
and shall further indemnify and hold harmless Landlord against and
from any and all claims arising from any breach or default in the
performance of any obligation on Tenant’s part to be
performed under the terms of this Lease, or arising from any set or
negligence of the Tenant, or any officer, agent, employee guest, or
invitee of Tenant, and from all and against all cost,
attorney’s fees, expenses and liabilities incurred in or
about any such claim or any action or proceeding brought thereon,
and, in any case, action or proceeding be brought against Landlord
by reason of any such claim, Tenant upon notice from Landlord shall
defend the same at Tenant’s expense by counsel reasonably
satisfactory to Landlord. Tenant as a material part of the
consideration to Landlord hereby assumes all risk of damage to
property or injury to persons, in, upon or about the Premises, from
any cause other than Landlord’s negligence, and Tenant hereby
waives all claims in respect thereof against Landlord.
Landlord or its agents shall not be
liable for any damage to property entrusted to employees of the
Building, nor for loss or damage to any property by theft or
otherwise, nor for any injury to or damage to persons or property
resulting from fire, explosion, falling plaster, steam, gas,
electricity, water or rain which may leak from any part of the
Building or from the pipes, appliances or plumbing works therein or
from the roof, street or subsurface or from any other place
resulting from dampness or any other cause whatsoever, unless
caused by or due to the negligence of Landlord, its agents,
servants or employees. Landlord or its agents shall not be liable
for interference with the light or other incorporeal hereditaments,
loss of business by Tenant, nor shall Landlord be liable for any
latent defect in the Premises or in the Building. Tenant shall give
prompt notice to Landlord in case of fire or accidents in the
Premises or in the Building or of defects therein or in the
fixtures or equipment.
15.
SUBROGATION. As long as their
respective insurers to permit, Landlord and Tenant hereby mutually
waive their respective rights of recovery against each other for
any loss insured by fire, extended coverage and other property
insurance policies existing for the benefit of the respective
parties. Each party shall obtain any special endorsements, if
required by their insurer to evidence compliance with the
aforementioned waiver.
16.
LIABILITY INSURANCE. Tenant
shall, at Tenant’s expense, obtain and keep in force during
the term of this Lease, a policy of comprehensive public liability
insurance insuring Landlord and Tenant against any liability
arising out of the ownership, use, occupancy or maintenance of the
Premises and all areas appurtenant thereto. The limit of said
insurance shall not, however, limit the liability of the Tenant
hereunder. Tenant may carry said insurance under a blanket policy,
providing, however, said insurance by Tenant shall have a
Landlord’s protective liability endorsement attached thereto.
If Tenant shall fail to procure and maintain said insurance,
Landlord may, but shall not be required to, procure and maintain
same, but at the expense of Tenant. Insurance required hereunder,
shall be in companies rated A+ AAA or better in “Best’s
Insurance Guide.” Tenant shall deliver to Landlord prior to
occupancy of the Premises copies of policies of liability insurance
required herein or certificates evidencing the existence and
amounts of such insurance with loss payable clauses satisfactory to
Landlord. No policy shall be cancelable or subject to reduction of
coverage except after ten (10) days’ prior written notice to
Landlord.
17.
SERVICES AND UTILITIES.
Provided that Tenant is not in default hereunder, Landlord agrees
to furnish to the Premises during reasonable hours of generally
recognized business days, to be determined by
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Landlord at his sole discretion, and subject to
the rules and regulations of the Building of which the Premises are
a part, electricity for normal lighting and fractional horsepower
office machines, heat and air conditioning required in
Landlord’s judgment for the comfortable use and occupation of
the Premises, and janitorial service. Landlord shall also
maintain and keep lighted the common stairs, common entries and
toilet rooms in the Building of which the Premises are a
part. Landlord shall not be liable for, and Tenant shall not
be entitled to, any reduction of rental by reason of
Landlord’s failure to furnish any of the foregoing when such
failure is caused by accident, breakage, repairs, strikes, lockouts
or other labor disturbances or labor disputes of any character, or
by any other cause, similar or dissimilar, beyond the reasonable
control of Landlord. Landlord shall not be liable under any
circumstances for a loss of or injury to property, however
occurring, through or in connection with or related to failure to
furnish any of the foregoing. Wherever heat generating machines or
equipment are used in the Premises which affect the temperature
otherwise maintained by the air conditioning system, Landlord
reserves the right to install supplementary air conditioning units
in the Premises and the cost thereof, including the cost of
installation, and the cost of operation and maintenance thereof
shall be paid by Tenant to Landlord upon demand by
Landlord.
Tenant will not, without written
consent of Landlord, use any apparatus or device in the Premises,
including, but without limitation thereto, electronic data
processing machines, punch card machines, and machines using in
excess of 120 volts, which will in any way increase the amount of
electricity usually furnished or supplied for the use of the
Premises as general office space; nor connect with electric current
except through existing electrical outlets in the Premises, any
apparatus or device, for the purpose of using electric current. If
Tenant shall require water or electric current in excess of that
usually furnished or supplied for the use of the Premises as
general office space, Tenant shall first procure the written
consent of Landlord, which Landlord may refuse, to the use thereof
and Landlord may cause a water meter or electrical current meter to
be installed in the Premises, so as to measure the amount of water
and electric current consumed for any such use. The cost of any
such meters and of installation, maintenance and repair thereof
shall be paid for by the Tenant and Tenant agrees to pay to
Landlord promptly upon demand therefor by Landlord for all such
water and electric current consumed as shown by said meters, at the
rates charged for such services by the local public utility
furnishing the same, plus any additional expense incurred in
keeping account of the water and electric current so consumed. If a
separate meter is not installed, such excess cost for such water
and electric current will be established by an estimate made by a
utility company or electrical engineer.
18.
PROPERTY TAXES. Tenant shall
pay, or cause to be paid, before delinquency, any and all taxes
levied or assessed and which become payable during the term hereof
upon all Tenant’s leasehold improvements, equipment,
furniture, fixtures and personal property located in the Premises,
except that which has been paid for by Landlord, and is the
standard of the Building. In the event any or all of the
Tenant’s leasehold improvements, equipment, furniture,
fixtures and personal property shall be assessed and taxed with the
Building, Tenant shall pay to Landlord its share of such taxes
within ten (10) days after delivery to Tenant by Landlord of a
statement in writing setting forth the amount of such taxes
applicable to Tenant’s property.
19.
RULES AND REGULATIONS. Tenant
shall faithfully observe and comply with the rules and regulations
that Landlord shall from time to time promulgate. Landlord
reserves the right from time to time to make all reasonable
modifications to said rules. The additions and modifications to
those rules shall be binding upon Tenant upon delivery of a copy of
them to Tenant. Landlord shall not be responsible to Tenant for the
nonperformance of any said rules by any other tenants or
occupants.
20.
HOLDING OVER. If Tenant
remains in possession of the Premises or any part thereof after the
expiration of the term hereof with the express written consent of
Landlord, such occupancy shall be a tenancy from month to month at
a rental in the amount of the last monthly rental, plus all other
charges payable hereunder, and upon all the terms hereof applicable
to a month to month tenancy.
21.
ENTRY BY LANDLORD. Landlord
reserves the right and shall at any and all times have the right to
enter the Premises, inspect the same, supply janitorial service and
any other service to be provided by Landlord to Tenant hereunder,
to submit said Premises to prospective purchasers or tenants, to
post notices of non-responsibility, and to alter, improve or repair
the Premises
