LEASE AGREEMENT
THIS LEASE AGREEMENT ("Lease"), made as of the 25th day of September, 2000
by and between 000 Xxxxxxx Xxxxxx Corporation ("Lessor"), whose address is 00
Xxxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000 and ("Lessee"), WESTSTAR ENVIRONMENTAL,
INC. a Florida Corporation whose address is 0000 XXXXXXX XXXXXX XXXX. XXXXX
0000, XXXXXXXXXXXX, XXXXXXX 00000.
WITNESSETH:
The Lessor hereby leases and rents unto the Lessee and the Lessee hereby
hires and takes from the Lessor the following described property, ("Leased
Premises") to wit:
Space designated as Suite 202 comprising approximately 1,043 rentable square
feet, as shown on Exhibit A (floor plan) attached hereto to be improved pursuant
to the office layout plan as shown on Exhibit C and made a part hereof, which is
located in what is presently called XXXXX X. XXXXX BUILDING AT 0000 XXXXXXX
XXXXXX XXXXXXXXX, XXXXXXXXXXXX, XXXXXXX 00000, such building and any other
building forming a part of the office complex and related facilities owned by
the Lessor being herein referred to as the Project located in the County of
Xxxxx, State of Florida.
1. TERM:
Lessee to have and to hold above described premises for a term of
twenty-four (24) months commencing on October 1, 2000 and ending on September
30, 2002 on the terms and conditions as set forth therein.
2. RENTS:
(a) BASE RENT. Lessee hereby covenants and agrees to pay as monthly base
rent:
Rental Monthly Sales Tax
Period Base Rent PRSF at 6.5% Total
------ --------- ---- ------- -----
10/1/00-9/30/01 $1,173.38 $13.50 $76.26 $1,249.63
10/1/00-9/30/02 $1,216.83 $14.00 $79.09 $1,295.92
in lawful United States currency, together with any and all sales or use taxes
levied upon the use and occupancy of the leased premises in advance and
beginning on the commencement date of this Lease and on the first day of each
and every month thereafter throughout the term of this Lease as follows: Rent
shall be paid to Lessor without set off or deduction at 000 XXXXXXX XXXXXX
XXXXXXXXX X/X XXXXXXXX XXXXXXXX REALTY, INC., X.X. XXX 00000, XXXXXXXXXXXX,
XX 00000. In order to defray the additional expenses involved in collecting and
handling delinquent payments, Lessee shall pay on demand in addition to any rent
due hereunder a late charge equal to the greater of 10% of the base monthly rent
or One Hundred and Fifty Dollars and No/100 ($150.00) plus Fifteen Dollars
($15.00) per day after the tenth of the month. Lessee acknowledges that this
charge is made to compensate Lessor for additional costs incurred by Lessor as a
result of Lessee's failure to pay when due, and is not a payment for the
extension of the rent due date. Failure of Lessor to insist upon the payment of
the late charge, isolated or repeated, shall not be deemed a waiver of Lessor's
rights to collect such charge for any future delinquencies.
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If Lessee's possession commences on other than the first day of the month,
Lessee shall occupy the Leased Premises under the terms and provision of this
Lease and for the pro-rata portion of said month rent shall be paid and the term
of this Lease shall commence on the first day of the month following that in
which possession is given.
(b) OPERATING EXPENSES. It is understood and agreed that the Base Rent
specified herein does not anticipate any increase in the operating expenses of
the Property. Therefore, Lessee shall pay as Additional Rent the anticipated
pro-rata share of any increases in operating expenses (as hereinfter defined) in
excess of an amount equal to $6.00 per square foot of the Leased Premises per
annum. An operating expense budget shall be submitted to Lessee by December 31
(or a reasonable time thereafter) of each lease year, outlining Lessor's
anticipated operating expenses for the Project during the next calendar year and
Lessee's pro-rata share of these operating expenses. Commencing with January's
rent payment date and until further notice from Lessor of any adjustment, Lessee
shall remit as Additional Rent one-twelfth (1/12) of the anticipated increases
in operating expenses in addition to the scheduled Base Rent. Lessee's share of
said increase shall be equal to that proportion of the total rentable area of
the Project which the Leased Premises represents. Lessee's anticipated pro-rata
share for the first and last lease years shall be prorated based on the number
of days of those lease years coinciding with the calendar year budget then in
effect.
(c) DEFINITION OF OPERATING EXPENSES. The term "operating expenses" shall
be deemed to include, but not limited to, the following costs incurred in the
normal operating, preventive and corrective maintenance and repair of the office
complex and any parking lot, garage, landscaping and other common areas used in
conjunction therewith, whether paid to employees of Lessor or to independent
suppliers or contractors engaged by Lessor: wages and salaries, taxes imposed in
respect to wages and salaries (including social security, unemployment insurance
and disability insurance), fringe benefits, and worker's compensation insurance
with respect to such wages and salaries; full costs of fees, expenses and
charges such as management fees, janitorial services, security guards, garage
cleaning, window washing, rubbish removal, elevator preventive and corrective
maintenance, air conditioning maintenance, water treatment, filter replacement,
inspection and maintenance of turbine equipment, pumps and piping, supply and
cleaning of uniforms and work clothes, costs of utilities, including electricity
and gas consumed in the operation and maintenance of the Project, water charges,
sewer charges, pressure vessels, sprinkler leakage, water damage, water damage
legal liability, public liability and property damage, accidental breakdown or
malfunction of machinery, air conditioning systems and heating systems and
electrical fixtures and apparatus, pest control service, building supplies,
insurance premiums, real estate taxes, including any special assessment levied
against the property, interior and exterior building preventive and corrective
maintenance, grounds and parking lot or garage preventive and corrective
maintenance, repair and general maintenance not of a capital nature; and the
cost of all supplies and taxes imposed in any or more of the foregoing.
The term "operating expenses" shall not include the cost of any repairs or
replacements which, by sound accounting practices, should be capitalized. In
this connection, the decision of Lessor's accountants shall be final.
(d) STATEMENT AND PAYMENT OF EXPENSES. On or before MARCH 31 (or within a
reasonable time thereafter), following the base year and each year thereafter
during the term of the lease and the month in which the Lease terminates Lessor
shall deliver to Lessee a statement setting forth the amount of operating
expenses paid or incurred by Lessor, directly or indirectly, during the
immediately preceding
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calendar year and in the case of the month of termination based upon a
annualization of such expenses incurred through the month preceding the month of
termination and, expect in the case of the statements for the base year,
comparable figures for the base year. Said statement shall delineate Lessee's
actual pro-rata share of the demonstrated increases in operating expenses for
said preceding calendar year or annualized period in relation to the base year.
Within thirty (30) days after delivery of said statement, other than the
statement immediately following the base year, Lessee shall pay to Lessor as
Additional Rent Lessee's share of such increases in operating expenses not
previously collected. If the term of the Lease Agreement begins after January 1
or ends prior to December 31, Lessee's share of the increase in operating
expenses shown on the statement delivered at the end of such year shall be
reduced proportionately and paid as aforesaid. In the event Lessee's share of
such increases in operating expenses is less than the amount previously
anticipated and collected by Lessor, Lessee's share of anticipated increases in
operating expenses scheduled for the calendar year shall be reduced
proportionately or in the event the Lease Agreement has terminated any excess
shall be applied to sums owed to Lessor, and if none, then shall be remitted to
Lessee.
3. USE AND POSSESSION:
(a) USE. It is understood that the lease Premises are to be used for
general office purposes and for no other use without prior written consent of
Lessor.
(b) POSSESSION. The Lessor agrees to have the Leased Premises completed and
ready for possession on or before the above commencement date barring strikes,
insurrection, Acts of God and other casualities or unforeseen events beyond the
control of the Lessor. If Lessor is unable to give possession of the Leased
Premises on the date of the commencement of the initial term of this Lease
Agreement by reason of the holding over of any prior Lessee or Lessees,
incomplete construction, or for any other reason, unless the same shall result
from causes attributable to the Lessee, an abatement of diminuation of the rent
to be paid hereunder, for the period of time Lessor is unable to give
possession, shall be allowed Lessee and the term of the Lease shall be extended
beyond the agreed expiration date by the number of days possession was delayed
and said abatement of rent shall be the full extent of Lessor's liability to
Lessee for any loss or damage to Lessee on account of said delay in obtaining
possession of the Leased Premises. If the Leased Premises have not been tendered
ninety days after the scheduled commencement date, Lessee shall have the right
to terminate this Lease after fifteen days written notice to the Lessor.
(c) EXPIRATION OF TERM. The Lessee, at the expiration of the term shall
deliver up the Leased Premised in good repair and condition, damages beyond the
control of the Lessee, reasonable use, ordinary decay, wear and tear excepted.
The Lessee further agrees to provide and use carpet mats for all desk areas in
order to prevent the unnecessary wear and tear on the carpeted areas.
4. ACCEPTANCE OF PREMISES:
Lessee acknowledges that is has fully inspected and accepts the Leased
Premises in its present condition and "as is", or in the event the Leased
Premises is yet to be constructed, that it has reviewed the drawings and
specifications for said construction and will accept the Leased Premises when it
is constructed substantially in accordance with said drawings and
specifications, and in either event, that the Leased Premises is suitable for
the uses specified herein. Upon Lessee accepting possession of the Leased
Premises, it shall execute and deliver to Lessor a certificate of occupancy in a
form reasonably acceptable to Premises, it shall execute and deliver to Lessor a
certificate of occupancy in a form reasonably acceptable to Lessor certifying
that is accepts the Leased Premises in its then "as is" condition and stating
the date upon which occupancy and the term has commenced; otherwise Lessee shall
be deemed to have accepted the Leased Premises in its then "as is" condition and
the term shall be deemed to have commenced on the date
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specified in paragraph 1 hereof.
5. SALES AND USE TAX:
Any sales, use or other tax, excluding State and/or Federal Income Taxes,
now or hereafter imposed by the United States of America, the State, or any
political subdivision thereof, shall be paid monthly or annually as required as
Additional Rent by the Lessee notwithstanding the fact that such statute,
ordinance or enactment imposing the same may endeavor to impose the tax on the
Lessor, and Lessee's Base Rent shall be increased by an amount sufficient to pay
any such tax or taxes. The sale or use tax now imposed in the County of Xxxxx,
State of Florida is 6.5%.
6. NOTICES:
For purpose of notice or demand, the respective parties shall be served by
certified or registered mail, addressed to the Lessee at the Leased Premises
with a copy addressed to the Lessee at its home office address, if stated
herein, or addressed to Lessor as shown on page one hereof. Lessee's home
office: ------------------------------------------------------------------------
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7. ORDINANCES AND REGULATIONS:
The Lessee hereby covenants and agrees to comply with all the rules and
regulations of the Board of Fire Underwriters, Officers or Boards of City,
County or State having jurisdiction over the Leased Premises, and with all
ordinances and regulations or governmental authorities wherein the Leased
Premises are located, at Lessee's sole cost and expense, but only insofar as any
such rules, ordinances and regulations pertain to the manner in which the Lessee
shall use the Leased Premises; the obligation to comply in every other case, and
also all cases where such rules, regulations and ordinances, required repairs,
alterations, changes or additions to the Project (including the Leased Premises)
or building equipment, or any of either, are hereby expressly assumed by Lessor,
and Lessor covenants and agrees promptly and duly to comply with all such rules,
regulations and ordinances, with which Lessee has not herein expressly agreed to
comply. Said Leased Premises shall not be used for any unlawful purpose nor
shall it be used so as to constitute a nuisance.
8. SIGNS:
The Lessee will not place any signs or other advertising matter or material
on the exterior or on the interior where they can be seen from the exterior, or
any of the Leased Premises without the written consent of the Lessor, and any
lettering or signs placed on a portion of said building shall be for directional
purposes only and at Lessee's expense, and such signs shall be approved in
writing by Lessor.
9. UTILITIES AND SERVICES:
(a) UTILITIES. So long as Lessee is not in default under any of the
covenants of this Lease Agreement, Lessor shall furnish and maintain (a) heat
and air conditioning, Monday through Friday, during normal business hours (8:00
a.m. to 6:00 p.m.) and Saturday, (8 a.m. to 12:00 p.m.) and at such other times
as Lessor in its sole discretion deems necessary for normal office occupancy and
for the comfort of Lessee and occupants of the Property; (b) in common areas,
water for drinking fountain and toilet and lavatory
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purposes only; (c) janitorial service; (d) fluorescent ceiling lighting fixtures
which will make available to Lessee light at desk level similar to that
furnished other Lessees in the Property; and (e) electricity for light and
ordinary office purposes.
(b) USE BY LESSEE. Lessee agrees to exercise due care and prudence in the
use of utilities at all times, and to comply with all Federal, State and local
guidelines concerning same. In the event Lessor incurs electrical costs
resulting from Lessee's use of the Leased Premises during periods other than
normal business hours, Lessee agrees to reimburse Lessor for that portion of the
costs which are attributable to the additional use. Lessor shall submit to
Lessee a statement itemizing the additional use and the cost thereof, and Lessee
shall pay such sums to Lessor with the next due rental payment. Lessor in
furnishing the foregoing services does not contemplate occupancy involving
extraordinary consumption of electricity or generation of heat affecting
temperatures otherwise normally maintained by the air conditioning system.
Lessor reserves the right to discontinue temporarily any of the aforesaid
services where necessary by reason of accident, need of repairs, strikes, labor
disputes, or the necessity for alterations or improvements requested by Lessee
or causes beyond Lessor's control. Lessor shall not be liable for damages for
such discontinuance and there shall be no abatement or reduction in rent unless
Lessor fails to take prompt action to restore such services.
(c) EXCESS USE OF UTILITIES. If Lessee shall require water in the Leased
Premises or electric current in excess of that usually furnished or supplied to
the Leased Premises when used as general office space, including but without
limitation thereto, electrical heating or refrigeration equipment, electronic
data processing machines, punch card machines, machines or equipment using
current in excess of 110 volts or which will in any way increase the amount of
water or electricity usually furnished, Lessee will procure prior written
approval from Lessor and make arrangements to pay periodically for the
additional direct expense involved, including any installation costs thereof.
Further, use of utilities including H.V.A.C. during hours other than "normal
business hours" as described herein will result in additional charges. Lessee
agrees to reimburse Lessor immediately following the rendering of a xxxx to
Lessee for any such charges so incurred. AFTER HOURS HVAC AND WEEKENDS WILL BE
BILLED AT $35.00 PER HOUR.
10. ALTERATIONS:
Lessee shall maintain Leased Premises and every part thereof in good repair
and condition, damage thereto by fire, windstorm, Acts of God, or the elements
excepted. Lessee shall not make or suffer to be made any alterations, additions
or improvements to or of the Leased Premises or any part thereof without prior
written consent of Lessor. In the event Lessor consents to the proposed
alterations, additions or improvements, the same shall be at the Lessee's cost
and expense and Lessee shall hold the Lessor harmless on account of the cost
thereof. Any such alterations shall be made at such times and in such manner as
not to unreasonably interfere with the occupation, use and enjoyment of the
remainder of the building by other tenants thereof. If required by Lessor, such
alterations shall be removed by Lessee upon the expiration or sooner termination
of the term of the Lease and Lessee shall repair damage to the premises caused
by such removal, all at Lessee's costs and expense.
Lessee agrees not to suffer or permit any lien of any mechanic or
materialman to be placed or filed against the Project or the Leased Premises. In
case any such lien shall be filed, Lessee shall immediately satisfy and release
such lien of record. If Lessee shall fail to have such lien immediately
satisfied and released of record. Lessor may, on behalf of Lessee, without being
responsible for making any investigation as to the validity thereof, pay the
amount of said lien and Lessee shall promptly reimburse Lessor therefor. Lessee
has no authority or power to cause or permit any lien or encumbrance of any kind
whatsoever
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whether created by act of Lessee, operation of law or otherwise, to attach to or
be placed upon Lessor's title or interest in the Property, and any and all liens
and encumbrances created by Lessee shall be attached to Lessee's leasehold
interest only.
11. QUIET ENJOYMENT:
The Lessor covenants and agrees that Lessee, on paying said rent and
performing the covenants herein, shall and may peaceably and quietly hold and
enjoy the said Leased Premises for the term aforesaid.
12. LESSOR'S RIGHT TO INSPECT AND ENTER:
The Lessor shall have the right, at reasonable times during the term of
this Lease, to enter the Leased Premises for the purpose of examining or
inspecting same and of making such repairs or alteration therein as the Lessor
shall deem necessary, and may at any time within the six (6) months immediately
preceding the expiration of the specified term show the Leased Premises to
others for the purpose of rental and may affix to suitable parts of the Leased
Premises a notice of Landlord's intention to lease or sell the Leased Premises.
13. FIRE OR CASUALTY:
If the Leased Premises are damaged by fire or other casualty, Lessor will
promptly repair the damage and restore the Leased Premises to their condition
immediately prior to the occurrence of the casualty, but only to the extent
possible within the limitation of the available insurance proceeds. If the
reasonable time for completing any such restoration or repair is ninety (90)
days or longer, either party shall have the option to terminate this Lease
Agreement by giving notice of termination to the other party. That notice shall
be given within fifteen (15) days after the date of the casualty. If the damage
or destruction to the Leased Premised occurs within six (6) months of the
expiration of the then existing term of the Lease or if the damage or
destruction to the Leased Premises is so substantial that it has effectively
destroyed the Leased Premises totally, Lessor may, at its sole option, terminate
the Lease by giving written notice to the lessee within fifteen (15) days after
the date of the casualty. If the Leased Premises are damaged by fire or other
casualty, the rent shall xxxxx until the Leased Premises are restored or until
the Lease is terminated in accordance with this paragraph. The abatement shall
be in proportion to the impairment of the use that Lessee can reasonably make of
the Leased Premises. The Lessor shall not be liable for any inconvenience or
interruption of business of the Lessee occasioned by fire or other casualty.
14. CONDEMNATION:
If any part of the Leased Premises is taken by eminent domain, Lessor may,
at its sole option, terminate the Lease by giving written notice to Lessee
within forty-five (45) days after the taking, or if by reason of any such
taking, Lessee's operation on the Leased Premises is materially impaired, Lessee
shall have the option to terminate this Lease Agreement, by giving written
notice to Lessor within forty-five (45) days after the taking, and the rent will
be adjusted as of the date of the notice. If the Leased Premises are damaged or
if access to the Leased Premises is impaired by reason of such taking and
neither Lessor nor Lessee elects to terminate this Lease Agreement, Lessor will
promptly rebuild or repair the damage to the extent possible within the
limitations of the available condemnation awards. All condemnation awards belong
to Lessor, except that specifically awarded to Lessee for its separate property
and fixtures.
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15. ASSIGNMENT AND SUBLEASE:
Lessee shall not mortgage or assign this Lease Agreement or sublet the
Leased Premises without the prior written consent of Lessor. No assignment shall
relieve Lessee of its obligations under this Lease Agreement.
16. HOLDOVER:
Any holding over by the Lessee after the expiration of this Lease shall be
construed as a Tenancy at Sufferance, unless such occupancy is with the written
consent of the Lessor, in which event the Lessee will be a tenant from month to
month, upon the same terms and conditions of this Lease, except at an agreed
upon lease rate for such holdover period. Acceptance by the Lessor of rent after
such termination shall not constitute a renewal.
17. SUBORDINATION:
This lease shall be subject and subordinated at all times to the terms of
any ground or underlying leases which now exist or may hereafter be executed
affecting the Lease Premises under which Lessor shall claim, and to the liens of
any mortgages or deed of trust in any amount or amounts whatsoever now existing
or hereafter encumbering the Leased Premises, without the necessity of having
further instruments executed by the Lessee to effect such subordination.
Notwithstanding the foregoing, Lessee covenants and agrees to execute and
deliver upon demand such further instruments evidencing such subordination of
this Lease to such ground or underlying leases and the lien of any Lessor and if
Lessee shall fail to do so within seven (7) days of Lessor's request, Lessor is
hereby granted an irrevocable power of attorney to execute such instruments in
the name of Lessee as the act and deed of Lessee, and this authorization is
hereby declared to be coupled with an interest and not revocable. In the event
of termination for any reason whatsoever of any underlying lease, Lessee shall
automatically be and become the Lessee of such underlying Lessor and shall
attorn to such underlying lessor at his request or at the option of any first
mortgagee or deed of trust holder. So long as the Lessee hereunder shall pay the
rent reserved and comply with, abide by and discharge the terms, conditions,
covenants, and obligations on its part to be kept and performed hereunder and
shall attorn to the successor in title notwithstanding the foregoing, the
peaceable possession of the Lessee in and to the Leased Premises for the term of
this Lease shall not be disturbed, in the event of the foreclosure of any such
mortgage or deed of trust, by the purchaser at such foreclosure sale or such
purchaser's successor in title.
18. INDEMNITY AND INSURANCE:
(a) INDEMNITY. Lessee will save Lessor harmless and indemnify Lessor from
and against any and all claims, actions, damages, liability and expenses in
connection with loss of life, personal injury or loss or damage or whatever
nature including property damage (1) caused by or resulting from, or claimed to
have been caused by or to have resulted from, wholly or in part, any act,
omission or negligence of Lessee or anyone claiming under Lessee (including, but
without limitation subtenants, concessionaires, agents, employees, servants and
contractors of Lessee or its subtenants or concessionaires), no matter where
occurring, or (2) occurring in, upon, or at the demised premises, no matter how
caused or (3) arising out of occupancy or use by the Tenant of the demised
premises or any part thereof. This indemnity and hold harlmess agreement shall
include indemnity against all costs, expenses and liability incurred in
connection with any such injury, loss or damage or any such claim, or any
proceeding brought thereon or the defense thereof. If Lessee or anyone claiming
under Lessee or the whole of any part of the property of Lessee shall
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be injured, lost of damaged by theft, fire, water or steam or in any other
way or manner whether similar or dissimilar to the foregoing, no part of said
injury, loss or damage is to be borne by the Lessor or its agents. Lessee agrees
that Lessor shall not be liable to Lessee or anyone claiming under Lessee for
any injury, loss, or damage that may be caused by or result from the act,
omission, default or negligence of any persons occupying adjoining premises or
any other part of the Building or property. In case the Lessor shall without
fault on its part, be made a party to any litigation commenced by or against
Lessee, the Lessee shall protect and hold Lessor harmless and shall pay all
costs, expenses and reasonable attorney's fees incurred or paid by Lessor in
connection with such litigation. Lessee shall also pay all costs, expenses and
reasonable attorneys fees that may be incurred or paid by Lessor in enforcing
the covenants and agreements in this Lease.
(b) INSURANCE: Lessee will maintain public liability insurance with respect
to Leased Premises, naming Lessor and Lessee as insureds, with a combined single
limit of not less than One Million Dollars ($1,000,000) on an occurrence basis
with respect to both bodily injury and property damage. Lessee shall deliver to
Lessor a Certificate of Insurance at least fifteen (15) days prior to the
commencement of the term of this Lease and renewal Certificate at least fifteen
(15) days prior to this expiration of the Certificate it renews. Said
Certificates must provide for thirty (30) days notice to Lessor in event of
material change or cancellation. Lessee also agrees to maintain during the term
hereof, broad form coverage on Lessee's personal business property and
improvements and betterments.
(c) WAIVER OF SUBROGATION. Neither party shall be liable to the other for
loss or damage, caused by fire or any other peril insured against under standard
extended coverage insurance even though the loss of or damage is caused by the
party's negligence. Each insurance policy carried by Lessor and Lessee in
accordance with this paragraph shall contain a provision by which the insurance
company shall waive all right of recovery by subrogation against the other party
or loss or damage to the insured property.
19. CONSTRUCTION OF LANGUAGE:
Words of any gender used in this Lease shall be held to include any other
gender, and words in the singular number shall be held to include the plural
when the sense requires. The paragraph heading and titles are not a part of this
Lease and shall have no effect upon the construction or interpretation of any
part hereof.
20. DEFAULT:
(a) EVENTS OF DEFAULT. The happening of any one or more of the following
listed events shall constitute a breach of this Lease Agreement on the part of
Lessee:
(1) The failure of Lessee to pay any rent payable under this Lease
Agreement on the due date thereof;
(2) The failure of Lessee to fully and properly perform any act
required of it in the performance of this lease, or otherwise to comply
with any term or provision hereof;
(3) The filing by or on behalf of Lessee of any petition or pleading
to declare Lessee a bankrupt or the adjudication in bankruptcy of Lessee
under any bankruptcy law or act;
(4) The appointment by any court or under any law of a receiver,
trustee, or other custodian of the property, assets, or business of Lessee;
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(5) The assignment by Lessee of all or any part its property or assets
for the benefit of its creditors; or
(6) the levy, execution, attachment or other encumbrance of property,
assets or of the leasehold interest of Lessee by process of law or
otherwise to satisfaction of any judgment, debt or claim or the abandonment
of the Leased Premises by the Lessee.
(b) REMEDIES. Upon the happening of any event of default, Lessor, if it
shall so elect, may either (a) collect each installment of rental when the same
matures; (b) accelerate rents for the remainder of the term of this Lease, or
(c) enter the Lease Premises without process of law and terminate Lessee's
possession without being liable for any prosecution therefore, and re-lease the
Leased Premises to any person, firm, or corporation, and upon such terms and
conditions as Lessor may deem advisable, as agent of Lessee or otherwise, for
whatever rent it can obtain. Lessee shall remain liable for the rent reserved
herein, and all other obligations hereunder. Lessor shall apply the proceeds of
such re-leasing (i) first to the payment of expenses that Lessor may incur in
the entering and re-leasing, and (ii) then to the payment of the rent due by
Lessee and the fulfillment of Lessee's covenants and obligations hereunder. In
the case of any deficiency, Lessee shall remain liable. Lessee hereby waives
service of any demand for payment of rent, notice to terminate or demand for
possession of the Leased Premises, including any and all other forms of demand
and notice described by law.
(c) ATTORNEY'S FEES AND COSTS. The parties hereto agree that in the event
either of the parties hereto are required to institute legal proceedings to
enforce any of the terms, covenants and conditions of this Lease, the prevailing
party shall be entitled to be reimbursed for all reasonable attorney's fees
incurred (including appellate fees), as well as court costs.
(d) ADDITIONAL SECURITY. As additional security for the performance of
Lessee's obligations hereunder, Lessee hereby pledges and assigns to Lessor all
the furniture, fixtures, goods, inventory, stock and chattels of Lessee which
are now or may hereafter be brought or put in the Leased Premises, and further
grants to Lessor a security interest therein under the Uniform Commercial Code.
Upon the request of lessor, Lessee hereby agrees to execute and deliver to
Lessor all financing statements, amendments thereto, or other similar statements
which Lessor may reasonably request.
(e) NO WAIVER BY LESSOR. Nothing herein contained shall be deemed to be a waiver
by Lessor of its statutory lien to rent, and the remedies, rights and privileges
of Lessor in the case of default of Lessee as set forth above shall not be
exclusive and in addition thereto Lessor may also exercise and enforce all its
rights at law or in equity which it may otherwise have as a result of Lessee's
default hereunder. Lessor is herein specifically granted all of the rights of a
secured creditor under the Uniform Commercial Code with respect to the property
in which Lessor has been granted a security interest by Lessee.
21. NOTICE OF TERMINATION NOT REQUIRED:
Notwithstanding any provision of law or any judicial decision to the
contrary, no notice shall be required to terminate the term of this Lease
Agreement, or extension hereof, on the date herein specified; and the term
hereof shall expire on the date herein provided without notice being required
from either party.
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22. SUCCESSORS AND ASSIGNS:
This Lease shall bind and inure to the benefit of the successors, heirs,
and assigns of the parties hereto.
23. SECURITY DEPOSIT:
The Lessee, concurrently with the execution of the lease, has deposited
with the Lessor the sum of $1,295.92. the receipt being hereby acknowledged,
which sum shall be retained by the Lessor as security for the payment by the
Lessee of the rent herein agreed to be paid and for the faithful performance of
the covenants of this Lease. If at any time the Lessee shall be in default in
any of the provisions of this Lease, the Lessor shall have the right to apply
said deposit, or so much thereof as may be necessary in payment of any rent in
default as aforesaid and/or in payment of any expense incurred by the Lessor in
and about the curing of any default by said Lessee, and/or in payment of any
damages incurred by the Lessor by reason of such default of the Lessee or, at
the Lessor's option, the same may be retained by the Lessor in liquidation of
part of the damages suffered by the Lessor by reason of the default of the
Lessee. In the event that said deposit shall not be utilized for any such
purpose, then such deposit shall be applied to the rent last due for the term of
this Lease. Lessor shall be entitled to deposit, apply for otherwise utilize
Lessee's security deposit as Lessor shall deem appropriate. In no event shall
Lessee be entitled to interest on said deposit, except to the extent required by
applicable law.
24. RELATIONSHIP OF THE PARTIES:
Nothing herein contained shall be deemed or constituted as creating the
relationship of principal and agent or of partnership or joint venture between
the parties hereto; it being understood and agreed that neither the method of
computing rent nor a provision contained herein nor any acts of the parties
hereto shall be deemed to create any relationship between the parties other than
that of Lessor and Lessee.
25. RETIRE AGREEMENT:
It is agreed between the parties that neither Lessor nor Lessee nor any of
their agents have made any statement, promises, or agreements verbally or in
writing in conflict with the terms of this Lease Agreement. Any and all
representation by either of the parties or their agents made during negotiations
prior to the execution of this Lease Agreement and which representations are not
contained in the provisions hereof shall not be binding upon either of the
parties hereto. It is further agreed that this Lease Agreement contains the
entire agreement between the parties, and no rights are to be conferred upon
either party until the Lease Agreement has been executed by Lessee and Lessor.
26. MODIFICATION:
No modification, alteration or amendment to this Lease Agreement shall be
binding unless in writing and executed by the parties hereto, their heirs,
successors or assigns.
27. BROKER'S COMMISSION:
Lessee covenants, represents, and warrants the Lessee has had no dealing or
negotiations with any Broker, or Agent other than Xxxxxxxx Xxxxxxxx Realty, Inc.
in connection with the consummation of this Lease, and Lessee covenants and
agrees to pay, hold harmless and indemnify Lessor from and against any
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and all costs, expenses (including reasonable attorneys' fees before trial, at
trial, and on appeal) or liability for any compensation, commissions, or charges
claimed by any broker or agent, other than the Brokers set forth in this
paragraph with respect to this Lease or the negotiation thereof.
28. PROVISIONS SEVERABLE:
If any term or provision of this Lease Agreement or the application thereof
to any person or circumstance shall, to any extent, be invalid or unenforceable,
the remainder of this Lease Agreement or the application of such term or
provision to persons or circumstances other than those to which it is held
invalid or unenforceable shall not be affected thereby and each term and
provision of this lease agreement shall be valid and be enforced to the fullest
extent permitted by law.
29. NO RECORDING:
This Lease Agreement shall not be recorded in the public records without
Lessor's prior written consent.
30. LAW AND VENUE:
This Lease Agreement shall be enforced in accordance with the laws of the
State of Florida. The agreed upon venue is Jacksonville, Xxxxx County, Florida.
31, PARKING SPACES:
Lessor shall provide free and ample parking in the parking lot and forming
a part of the project.
32. RELOCATION OR PREMISES:
If the space described herein contains less than 2,000 square feet, Lessor
reserves the right on sixty (60) days notice to remove Lessee to other similarly
improved space in the Project under the terms of this Lease except the Base Rent
will be adjusted for variation in this square footage of the new Leased
Premises. Lessor agrees to make reasonable efforts to accommoate Lessee's
request regarding the location and size of said relocated premises. If Lessor
and Lessee do not agree in writing within ten (10) days of Lessor's notice upon
the terms and conditions of the relocation, this Lease Agreement shall become
null and void and no further effect, sixty (60) days from the date of Lessor's
notice. Lessor agrees to pay or credit expenses not exceeding the amount of
Lessee's base rent for two (2) months for moving Lessee to the new space agreed
upon, subject to adjustment by Lessee's authentication of Lessee's actual
relocation expenses.
33. RULES AND REGULATIONS:
The Rules and Regulations pertaining to the Project, attached hereto as
Exhibit "B", and all Rules and Regulations which Lessor may hereafter from time
to time adopt and promulgate for the management of the Property, are hereby made
a part of this Lease Agreement and shall, during the term of this Agreement be
in all respects observed and performed by Lessee and Lessee's employees,
servants, agents, invitees and guests. Lessee agrees to abide by, uphold and
fully comply with the Rules and Regulations as shown on Exhibit "B" and with
such reasonable modifications thereof and additions thereto as Lessor may make.
Insofar as the attached Standard Rules and Regulations conflict with any of the
terms and provisions of this Lease Agreement, the terms and provisions of this
Lease shall control. Lessee further agrees that
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