EXHIBIT 10.18
PALM TOWERS LEASE
This Lease is made and entered into as of this 9th day of April, 1994, by and
between Landlord and Tenant identified below:
1. INFORMATIONAL PROVISIONS AND DEFINITIONS.
LANDLORD: XXXXXXX X. XXXXXXX, III, as Managing Agent for
Owner, J. Xxxxx Xxxxx, as Trustee Under Trust
Agreement, dated April 15, 1991
Address: The Githler Center
0000 Xxxxx Xxxx Xxxxxx
Xxxxxxxx, XX 00000
TENANT: DENTAL CARE ALLIANCE f/k/a Golden Care Network
Address: The Palm Towers, Penthouse 0000 Xxxx Xxxxxx
Xxxxxxxx, XX 00000
BUILDING: The Xxxx Xxxxx Xxxxxx Xxxxxxxx, 0000 Xxxx Xxxxxx,
Xxxxxxxx, Xxxxxxx 00000
PREMISES: The Penthouse, 4,625 sq. ft.
The location of the Premises within the Building is more
particularly depicted on the attached Exhibit "A."
COMMENCEMENT DATE: May 1, 1997
TERMINATION DATE: April 30, 2002
INITIAL TERM RENT:
Lease Year(s) Annual Rent Monthly Rate/Sq. Ft.
1 $67,571.25 $5,630.93 $14.61
2 $68,866.25 $5,738.85 $14.89
3 $69,375.00 $5,781.25 $15.00
4 $72,150.00 $6,012.50 $15.60
5 $75,156.25 $6,263.02 $16.25
PERMITTED USE: Professional office space with 24-hour access.
SECURITY DEPOSIT: $500
PARKING SPACE(S): 10 (ten)
2. TERM. Landlord hereby Leases to Tenant the above described Premises
for a term beginning on the Commencement Date and ending at 5:00 p.m. on the
Termination Date ("Initial Term") subject to all of the terms and conditions of
this Lease. This is
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not a month-to-month or year-to-year Lease. Landlord shall give Tenant
possession of the Premises on the Commencement Date.
3. RENT. Tenant shall pay to Landlord, as rent for the Initial Term
and the Renewal Term(s), if any, without offset, demand, setoff or counterclaim,
at the address from time to time provided by Landlord, the Annual Rent for the
applicable Lease Year in Monthly Installments plus sales tax as follows:
(a) The first Monthly Installment (or a pro-rated portion thereof
if the Commencement Date is not the first day of the month) plus applicable
sales tax shall be paid to Landlord simultaneously with Tenant's execution of
this Lease. Thereafter, each Monthly Installment plus applicable sales tax shall
be paid in advance on or before the first day of each month. Tenant may or may
not be invoiced for rent and the failure to receive an invoice shall not excuse
timely rent payment.
(b) If Tenant defaults in the payment of any installment of rent
hereunder, such installment shall bear interest at the rate of eighteen percent
(18%) per annum from ten (10) days after the day it is due until actually paid.
In like manner, all other obligations, benefits, and monies which may become due
to Landlord from Tenant under the terms hereof, or which are paid by Landlord
because of Tenant's default hereunder, shall bear interest at the rate of
eighteen percent (18%) per annum, from ten (10) days after the due date until
paid, or, in the case of sums paid by Landlord, because of Tenant's default
hereunder, from the date such payments are made by Landlord until the date
Landlord is reimbursed by Tenant therefor. In addition, Tenant shall pay
Landlord a ten percent (10%) late charge on all rent payments not made and
received in advance of the fifth (5th) day of each month. Should Tenant remit a
partial payment for any rent or other charges due hereunder, Landlord may apply
said partial payment to any rent or other charges owed by Tenant to Landlord as
Landlord deems necessary or appropriate in its sole discretion.
(c) Tenant shall pay any increases in the applicable sales tax
during this Lease period or any renewal thereof.
(d) The acceptance of partial payments of rent shall not, under
any circumstances, constitute a waiver by Landlord of the right to collect the
balance of rent due nor affect any notice or legal proceedings which may have
been commenced pursuant to this Lease or Florida Statutes.
(e) Tenant agrees to pay a service charge of $25.00 or five
percent (5%) of the amount of the check, whichever is greater, for all
dishonored or returned checks. In the event
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Tenant tenders a check which is returned or dishonored, all future rental
payments shall be made in the form of a cashier's check or money order. All
rents lost in the mail shall be treated as if unpaid until received by Landlord.
(f) All costs, expenses and obligations, together with all taxes,
interest and penalties thereon, required to be paid by Tenant under this Lease,
and all expenses Landlord incurs because of Tenant's default under any of the
terms or conditions of this Lease, including but not limited to, (i) attorney's
fees and costs through appellate proceedings; (ii) all charges for labor,
services and materials used in connection with any improvements or repairs to
the Premises undertaken by Tenant; and/or (iii) taxes and assessments now or
hereafter taxed, assessed, imposed or levied by law upon all fixtures and
personal property of Tenant placed on, attached to or used in connection with
the Premises, shall be deemed Additional Rent and Landlord shall have all rights
and remedies with respect to such Additional Rent as are provided herein for
nonpayment of the base rental. Any Additional Rent that relates to any delayed
performance, nonperformance, or any default by Tenant, shall be deemed payable
on the first day of the month next following such occurrence or nonoccurrence,
unless otherwise stated in this Lease.
4. SECURITY DEPOSIT AND LAST MONTH'S RENT.
(a) A Security Deposit and Last Month's Rent equal to the sums set
forth in paragraph 1 shall be deposited with Landlord simultaneously with
Tenant's execution of this Lease. The foregoing amount will be held by Landlord,
without liability for interest, as security for the full and faithful
performance by Tenant of each and every term, covenant and condition of this
Lease on the part of Tenant to be observed and performed.
(b) If any payment by Tenant under this Lease shall be overdue and
unpaid, or should Landlord make payments on behalf of Tenant, or should Tenant
fail to perform any of the terms of this Lease, then Landlord may, at its
option, and without prejudice to any other remedy which Landlord may have on
account thereof, appropriate and apply the entire Security Deposit and Last
Month's Rent, and any other monies of Tenant held by Landlord, or so much
thereof as may be necessary to compensate Landlord toward the payment of any
amount then due from Tenant, or toward any loss, damage or expense sustained by
Landlord resulting from such default on the part of Tenant, and in such event,
Tenant shall forthwith, upon demand by Landlord, restore the Security Deposit
and Last Month's Rent to its original sum. In the event Tenant shall fully and
faithfully comply with all of the terms, covenants and conditions, of this Lease
and promptly pay all sums as they fall due, the Security Deposit shall be
returned in full
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to Tenant following the Termination Date and the surrender of the Premises by
Tenant in compliance with the provisions of this Lease, less any sum or sums
retained by Landlord on account of loss or damage to real or personal property.
(c) Landlord may deliver the Security Deposit and Last Month's
Rent to any purchaser, grantee, assignee, or successor of Landlord's interest in
the Premises in the event such interest is sold, transferred or conveyed; and
thereupon Landlord shall be discharged and released from all further liability
with respect to the Security Deposit Landlord and Last Month's Rent or their
return to Tenant, and Tenant agrees to look solely to the new Landlord for the
return of the Security Deposit and Last Month's Rent, and this provision shall
also apply to any subsequent transferees.
5. PARKING AND COMMON AREAS. Subject to the terms and conditions of
this Lease, and to reasonable rules and regulations regarding use as prescribed
from time to time by Landlord, Tenant shall have the use of the number of
parking spaces set forth in Paragraph 1, if any. Landlord may assign particular
parking spaces for Tenant's use or may provide a parking area with unassigned
parking spaces. Landlord reserves the right to temporarily or permanently
relocate Tenant's parking space within a one block radius of the property and
Tenant agrees to cooperate with Landlord's need to relocate its parking herein.
Landlord may from time to time assign limited and particular parking
spaces for the sole and exclusive use of Landlord, Tenant or other tenants of
the Building, their officers, agents, employees or invitees in such manner as
Landlord may deem necessary or appropriate. Tenant agrees that it will, within
five (5) days of written request by Landlord, furnish to Tenant the state
automobile license number assigned to its cars and the cars of each of its
employees. Tenant shall not park any truck or delivery vehicle in the parking
areas, nor permit deliveries at any place other than as designated by Landlord.
The Common Areas referred to in this Lease shall mean all common
parking areas, driveways, landscaping areas, elevator and stairway areas,
lighting, delivery areas, utility areas, lobby areas and those portions of the
Building shared by more than one tenant of the Building and with respect to
which one tenant does not have exclusive use or rights. Landlord shall provide
maintenance and janitorial service to such Common Areas. None of the parking and
Common Areas will be supervised by Landlord, and Landlord shall not be liable
for any injuries, damages, theft or loss to persons or property which may occur
on or near such areas.
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Neither the parking area nor any portion of the common Areas in the
Building shall be used by Tenant, or any agent or employee of Tenant, for any
advertising, political campaigning or other similar use, including, without
limitation, the dissemination of advertising or campaign leaflets or flyers.
6. NO LIENS. Tenant shall keep the Premises free of liens and
encumbrances. Tenant has no authority to create an encumbrance or construction
lien on the Premises. If an encumbrance or lien is placed against the Premises
and is not removed within sixty (60) days, Landlord may require Tenant to give
satisfactory security for its removal in an amount equal to that of the
encumbrance or lien with costs, expenses, interest and attorney's fees,
including appellate proceedings. Tenant may contest the validity of the
encumbrance or lien, but if Tenant fails to do so or to diligently prosecute the
contest or to have the encumbrance or lien released, Landlord may release it,
with the right in his controlled discretion to compromise it, but with no duty
to do so. Tenant shall reimburse Landlord on demand for any sums so expended.
7. USE. Tenant, its successors and assigns shall use the Premises
exclusively for the Permitted Use stated at the beginning of this Lease and for
no other use or purpose whatsoever. No use of the Premises by Tenant shall
violate the terms of any restrictive covenant affecting the Building on the
Commencement Date or the terms of any Lease with respect to any portion of the
Building and any violation thereof shall constitute a default hereunder. Tenant
shall comply with all applicable laws, ordinances, rules and regulations of all
governmental authorities respecting the use, operation and activities of the
Premises, the Building, the Common Areas and all portions thereof (including,
without limitation, the use of side-walks, streets, approaches, drives,
entrances and other Common Areas serving the Premises, by itself, its employees,
invitees and licensees), and Tenant shall, at its own expense and subject to
Landlord's prior written approval, promptly install any alteration, addition, or
improvement to the Premises required by any laws, ordinances, rules, and
regulations of governmental authorities. Tenant shall not make, suffer or permit
any unlawful, offensive or improper use of the Premises, or such other areas, or
any part thereof, or permit any nuisance in the Premises or other areas. Tenant
agrees to abide by and cause its employees, customers, servants, agents,
visitors, licensees, assignees, sublessees and representatives to abide by any
rules or regulations promulgated by Landlord, which rules and regulations shall
treat all tenants equally, shall not discriminate against Tenant, and shall not
unreasonably interfere with the conduct of Tenant's business. Landlord may from
time to
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time during the term of this Lease make reasonable changes and additions to said
rules and regulations provided such changes and additions are applicable to all
other tenants in the Building. Landlord's failure to enforce any existing or
future rules and regulations, either against Tenant or any other tenant in the
Building, shall not constitute a breach hereunder or waiver of any rules and
regulations. However, any rule or regulation not generally enforced against
other tenants in the Building will not be discriminatorily enforced against
Tenant. Tenant's failure to abide by such rules and regulations shall constitute
a default under the terms of this Lease in the same manner as if the same were
contained herein as covenants.
8. OBSTRUCTIONS. Tenant shall not store or place any materials of
whatsoever kind or nature or any obstructions in the lobby, passageways, stairs
or sidewalks abutting the Building or in any of its public portions.
9. SIGNS. Landlord reserves the exclusive right to control the
exterior appearance of the Premises and the Building, including, but not limited
to signs, decorations, and advertising of any type visible from the exterior of
the Premises or the Building (including those on the interior or on windows or
doors), shades, awnings, window coverings or anything whatsoever affecting the
visual appearance of the outside of the Premises or Building. No sign shall be
placed by Tenant on the exterior of the Building. However, Landlord shall
arrange for Tenant's name to be placed on the lobby directory. Such listing
shall be consistent with those for other tenants of the Building and Tenant
shall reimburse Landlord the cost of such listing. Tenant shall be entitled to
affix one sign to the passageway wall adjacent to the entry door to the Premises
provided its design and location have the prior written approval of Landlord.
10. ENTRY. Tenant covenants and agrees, all without liability to
Landlord and without abatement of Rent, (i) to permit Landlord and the holder of
any mortgage on the Building, and their respective representatives, to enter the
Premises at all reasonable hours in order to inspect the Premises, to make
repairs, replacements or improvements in or to the Premises or the Building, to
comply with any laws, orders and requirements of governmental or other authority
or to exercise any right reserved to Landlord by this Lease (including the right
during the progress of any such repairs, replacements or improvements or while
performing work and furnishing materials in connection with compliance with any
such laws, order or requirements to keep and store within the Premises all
necessary materials, tools and equipment); (ii) to permit Landlord, at all
reasonable hours, to show the Premises in connection with any prospective sale
of the
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Building, or any prospective mortgage, or other method of financing or
refinancing of the Building; and (iii) that Landlord may, but shall not be
obligated to, permit access to the Premises and open the same, whether or not
Tenant shall be present, upon demand of any receiver, trustee, assignee for the
benefit of creditors, sheriff, marshal or court officer entitled to, or
reasonably purporting to be entitled to such access for the purpose of taking
possession of or removing, Tenant's property, or for any lawful purposes (but
this provision and any action by Landlord hereunder shall not be deemed a
recognition by Landlord that the person or official making such demand has any
right or interest in or to this Lease, or in or to the Premises), or upon demand
of any representative of the fire, police, building, sanitation, or other
department of their city, state or federal governments or any other governmental
authority. During the six months prior to the expiration of the term of this
Lease or any renewal term, and at reasonable hours, Landlord may exhibit the
Premises to prospective tenants. Landlord shall be permitted access to the
Premises upon any emergency. If Tenant shall not be personally present to open
and permit an entry into the Premises, at any time when for any reason an entry
therein shall be necessary or permissible, Landlord or Landlord's agent may
enter the same by a master key, or may forcibly enter the same, without
rendering Landlord or such agents liable therefor, and without in any manner
affecting the obligations and covenants of this Lease. Nothing herein contained,
however, shall be deemed or construed to impose upon Landlord any obligation,
responsibility or liability whatsoever, for the care, maintenance or repair of
the Premises or of the Building, except as otherwise herein specifically
provided.
11. UTILITIES AND JANITORIAL SERVICE. Landlord shall pay for all
electricity, water, sewer, refuse collection, heating and air conditioning used
on the Premises or Common Areas unless such services are separately metered or
charged to the Premises. Tenant shall pay for telephone service and all other
utilities used on the Premises. Landlord shall provide regular janitorial
service consistent with the service as from time to time provided the other
tenants of the building.
12. TENANT IMPROVEMENTS AND ACCEPTANCE OF THE PREMISES. Tenant, at
Tenant's sole cost and expense, shall perform and complete all such
improvements, painting and decorating, in an amount that will exceed $40,000.
All of the Tenant Improvements shall be performed and completed at Tenant's sole
cost and expense and shall be completed in good, first class and workmanlike
manner. Landlord's approval of the plans, specifications and working drawings
(all of which are required to be submitted to landlord) for the Tenant
Improvements shall
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create no responsibility or liability on the part of Landlord for their
completeness, design sufficiency or compliance with all laws, ordinances, rules
and regulations of governmental authorities. Tenant shall, at its own expense,
apply for and obtain any required building permits. Landlord has agreed to
contribute $18,000 toward these improvements, which is Landlord's sole
responsibility in this regard, except for general cooperation. Landlord shall
inspect the Premises upon completion and Tenant shall provide Landlord with
copies of paid invoices and other records relating to these improvements. No
representations or warranties, express or implied, have been made by or on
Landlord's behalf about its condition or compliance with laws, ordinances,
rules, and regulations of governmental authorities. Tenant shall take any step
necessary to ensure that Tenant improvements are made in compliance with all
building codes and safety requirements. Tenant shall be deemed to have accepted
the premises in its existing condition and state of repair throughout the
improvement process, whether or not Tenant temporarily surrenders occupancy.
13. TENANT'S CARE OF THE PREMISES.
(a) Tenant shall not make any alterations in or additions or
improvements to the Premises without the prior express written consent of the
Landlord. Landlord's refusal to grant such consent shall be conclusive.
(b) Tenant shall keep the Premises in a clean, safe and sanitary
condition and shall permit no waste to occur to the Premises or fixtures therein
or to any additions, alterations or improvements thereto, whether installed by
Landlord or Tenant, and shall maintain all interior halls, doors, and windows,
if any, in a neat and clean condition and shall not permit rubbish, refuse or
garbage to accumulate or any fire or health hazard to exist upon or about the
Premises or other areas. All waste or injury to the Building, Premises or
fixtures or to any additions, alterations or improvements thereto, caused by
moving the property of Tenant or its agents in or out of the Building, or any
waste or injury whatsoever done by Tenant, its agents, servants, employees,
independent contractors, licensees, invitees or visitors, as well as any damage
done by water, electricity, fire or other substance due to the neglect of the
aforesaid, shall be promptly repaired by Tenant. In the event Tenant fails to
comply with the foregoing provisions, Landlord shall have the right, but not the
obligation, to enter upon the Premises and to make all necessary repairs, the
cost of which shall be borne by Tenant and which shall become due and payable
upon delivery of a statement of such costs by Landlord to Tenant or mailing the
same, postage prepaid, to Tenant at his last known address.
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(c) Tenant agrees to make no alterations, additions or improvements
to the Premises without Landlord's prior written consent and all such
alterations, additions and improvements shall be performed and completed at
Tenant's sole cost and expense and shall be completed in good, first class,
workmanlike manner. Landlord's approval of the plans, specifications, and
working drawings (all of which are required to be submitted to Landlord) for the
alteration, addition or improvement shall create no responsibility or liability
on the part of Landlord for their completeness, design sufficiency or compliance
with all laws, ordinances, rules and regulations of governmental authorities.
All alterations, additions, or improvements upon or affixed to or in the
Premises (including, but not limited to, floor coverings, wall coverings, window
treatments, and anything bolted, nailed, plumbed or otherwise secured in a
matter customarily deemed to be permanent), whether installed by Landlord or
Tenant, shall be deemed to be a fixture inuring to the Building, and shall not
be subject to attachment or a construction, materialmen's or similar lien, and
shall in any event be and become the property of Landlord and remain upon the
Premises and be surrendered at the end of this Lease, or Landlord, at its sole
option, may require Tenant, at Tenant's expense, to promptly remove any or all
of such alterations, additions or improvements and restore the Premises to the
same condition as exists either on the Commencement Date or prior to the date of
the alteration, addition or improvement. Business machines and such equipment
are excluded from this subparagraph.
(d) Tenant shall not use the Premises in any manner which shall
invalidate or be in conflict with fire insurance policies covering the Building,
or increase the rate of fire insurance on the Building over that in effect prior
to this Lease. If, by any reason of failure of Tenant to comply with the
provisions of this subparagraph, then the fire insurance rate shall at the
beginning of this Lease or at any time thereafter be higher than it otherwise
would be, then Tenant shall reimburse Landlord as additional rent hereunder for
that part of all fire insurance premiums thereafter paid by Landlord, which
shall have been charged because of such failure or use by Tenant and shall make
such reimbursement upon the first day of the month following such payment by
Landlord.
(e) Tenant shall cooperate fully with Landlord to assure the
efficient and economic operation of the Building's heating, air conditioning and
plumbing systems.
(f) Tenant shall not install any equipment which uses a substantial
amount of electricity without the prior express consent of Landlord. Tenant
shall ascertain from Landlord the maximum amount of electrical current which can
be safely used in
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the Premises. Landlord's consent to the installation of electrical equipment
shall be construed to relieve Tenant from the obligation not to use more
electricity than the safe capacity. Tenant shall not place a load upon any floor
of the Premises which exceeds the loan per square foot which the floor is
designed to carry. All machines and equipment shall be installed in such a
manner by Tenant so as to eliminate the transmission of noise, vibration or
electrical or other interference from the Premises to other areas of the
Building.
(g) Tenant shall not penetrate the roof of the Building or place
anything thereon without the prior written consent of Landlord. Any roof
penetrations must be made by a contractor approved by Landlord. Tenant shall
promptly repair any damage or wear to the roof resulting in whole or in part
from such use or caused by penetrations made during installation of equipment or
by vibration of said equipment. Furthermore, Tenant shall assume and pay for
damages of any type suffered by anyone as a result of the above acts.
(h) Tenant agrees to strictly comply with all pertinent laws,
ordinances, statutes and regulations whatsoever, of any governmental body of
subdivision, incident to its occupancy of the Premises and its use thereof.
(i) At the end of the term or upon termination of this Lease,
Tenant shall deliver up the Premises, without delay, in good condition and
repair, reasonable wear and tear excepted, and in a broom-clean condition with
all glass, doors and windows intact. Any personal property left on the Premises
after the termination of this Lease shall be deemed to have been abandoned and
Landlord may retain or dispose of same without accountability.
14. QUIET POSSESSION. Landlord shall, on the Commencement Date of the
term of this Lease, as hereinabove set forth, place Tenant in quiet possession
of the Premises and shall secure it in the quiet possession thereof against all
persons lawfully claiming the same during the entire lease term and each
extension thereof.
15. INSURANCE. Throughout the term of this Lease and any extension or
renewal thereof, Tenant shall maintain in force a policy or policies of public
liability insurance (including broad form general liability extension
endorsement) insuring Tenant against the claims of all persons or personal
injuries or property damage, or both, arising out of or incident to Tenant's use
or occupancy of said Premises. Landlord shall be named as additional insured
under said policies and Tenant shall deliver certificates evidencing such
coverage in an amount of not less
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than One Million Dollars ($1,000,000.00) for any property damage or loss from
any one accident, and not less than One Million Dollars ($1,000,000.00) for
injury to any one person from any one accident. Such certificates shall provide
that the coverage cannot be canceled without at least thirty (30) days written
notice to Landlord. Tenant, at its sole cost and expense, shall at all times
insure and keep insured for the benefit of Landlord and Tenant, as their
respective interests shall appear, all of Tenant's fixtures, equipment, signs
and tenant improvements in or appurtenant to the Premises, including, but not
limited to, all those items installed in or affixed to the Premises as a part of
Tenant's work, to the full insurable value thereof against loss or damage by
fire, water and other perils ordinarily covered by an extended coverage
endorsement. This requirement is promulgated to protect Tenant in the event of
roof leaks, among other things. Tenant shall further maintain all such workmen's
compensation insurance and other policies of insurance as Landlord may require
or as may be required by law.
16. TAXES. All real property taxes and assessments levied on the
Building and all other similar charges shall be paid by Landlord. All personal
property taxes levied on any property located in the Premises shall be paid by
Tenant. If any taxes for which Tenant is liable are levied or assessed against
Landlord or Landlord's property, and if Landlord elects to pay the same or if
the assessed value of Landlord's property is increased by inclusion of personal
property, furniture or fixtures placed by Tenant in the Premises, and Landlord
elects to pay the taxes based on such increase, Tenant shall pay to Landlord
upon demand, that part of such taxes for which Tenant is primarily liable
hereunder.
17. CASUALTY LOSS. Landlord has the option to repair or restore the
Premises or to terminate this Lease if all or a substantial part of the Premises
is destroyed by casualty. If Landlord elects to terminate, Landlord shall notify
Tenant of said termination in writing within thirty (30) days after the
casualty. If Landlord elects to repair or restore, the rent abates in proportion
to the impairment of use that can be reasonably made of the Premises until it is
repaired or restored. If the repairs or restorations are not made within one
hundred eighty (180) days after the casualty or if a licensed architect in the
county certifies that the repairs or restorations cannot be made within that
time with reasonable diligence, this Lease may be terminated by Tenant by
written notice to Landlord within thirty (30) days thereafter.
18. CONDEMNATION. If all or a substantial part of the Premises is taken
under eminent domain, this Lease shall
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terminate at the option of either party on the date when the condemning
authority takes possession. Tenant has no claim to the condemnation award. If
the lease is not terminated, the rent abates in proportion to the impairment of
use that can be made of the Premises.
19. DEFAULT BY TENANT. The occurrence of one or more of the following
is a default under this Lease by Tenant:
(a) Failure to pay rent or make any other payment required under
this Lease within ten (10) days following a due date;
(b) Failure to comply with any provision of this Lease other than
subparagraph (a) if the failure continues for ten (10) days after written notice
from Landlord to Tenant; but if the default is one that requires more than ten
(10) days to cure, Tenant shall have a reasonable time to cure it if he begins
curing within ten (10) days after the notice and diligently prosecutes it to
completion;
(c) Assignment of this Lease by Tenant, or the subletting or all or
any portion of the Premises without first obtaining the written consent of
Landlord as required by the terms of this Lease;
(d) Making a general assignment or arrangement for the benefit of
creditors; or being adjudicated a bankrupt; or receiving the benefit of any
insolvency, readjustment of debts, reorganization or bankruptcy law, or entering
into an agreement of composition with creditors; or having a receiver or trustee
appointed to take possession of Tenant's assets on the Premises or his interest
in this Lease when possession is not restored to him within thirty (30) days; or
the seizing under legal process of Tenant's assets on the Premises or his
interest in this Lease when the seizure is not discharged within thirty (30)
days;
(e) Vacating or abandoning the Premises for more than fifteen (15)
consecutive days;
(f) Ceasing its business operations on the Premises; or
(g) Allowing a lien to be placed on the Premises for services
performed or materials provided.
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20. REMEDIES ON DEFAULT.
(a) If a default by Tenant occurs, Landlord may:
(1) Immediately re-enter and remove all persons and property
from the Premises and place said property in a public warehouse or
elsewhere at Tenant's expense without liability;
(2) Relet the Premises or any part of it, for the account of
Tenant for the remainder of the terms to any tenant at rent and
conditions that Landlord deems advisable. Landlord shall credit the
rent received on the balance due from Tenant first to any expenses
incurred because of the repossession, next to interest and the
balance to principal. Landlord may repair or restore the premises
if required for reletting. Repossession shall not terminate this
Lease unless Landlord given written notice of termination to
Tenant;
(3) Collect each installment of rent or other sum due under
this Lease as it becomes due or otherwise enforce any of its
provisions that are not being complied with by Tenant;
(4) Await the end of the term of this Lease and then collect
all rent or other sums due under it;
(5) Terminate this Lease by written notice to Tenant in which
event Tenant shall immediately surrender possession of the Premises
and pay Landlord all loss or damages incurred because of Tenant's
default including all rent due or to become due, all of which shall
become due forthwith.
(b) Notice or demand is not a prerequisite to any remedy unless
another part of this Lease provides for notice or demand in which event that
provision shall prevail.
(c) In addition to any other loss or damages that Landlord sustains
because of Tenant's default, Tenant shall pay all reasonable expenses of repair,
alteration, renovation or addition to the Premises required as a result of his
tenancy or required to relet the Premises, transfer and storage charges for
Tenant's personal property removed from the Premises, and brokers' commissions
incurred by Landlord in reletting the Premises.
(d) Tenant grants Landlord a lien on Tenant's property located
within the Premises to secure all sums due or to become due under this Lease in
addition to any statutory lien or right
Landlord _______ Page 13
Tenant _________
to distrain. Tenant shall not remove his property from the Premises until all
money due Landlord is paid. If Tenant's property is removed, the lien continues
for a period of six (6) months during which Landlord may seize Tenant's property
wherever found and sell it or so much of it as will satisfy all money due
Landlord without process. This lien may be enforced by distress regardless of
the nature of the money due.
(e) All remedies of Landlord are cumulative to each other and to
any other remedies given by law. All rights of Landlord on Tenant's default
apply to a renewal or extension of this Lease. By making a payment for Tenant or
from any security deposit, Landlord does not waive Tenant's default or any right
Landlord has because of this default.
(f) Notwithstanding any termination and/or expiration of Tenant's
interest under this Lease, Tenant's liability, including but not limited to the
payment of all rents and other payments required of Tenant, whether accruing
prior to or after the date of termination and/or expiration of this Lease, shall
survive and continue, and shall not affect Landlord's right to collect said
sums.
21. EXCULPATION. Landlord shall not be liable for any injury to
Tenant's business or loss of income from it, or for damage to his personal
property or that of his employees, invitees, customers or any other person in or
on the Premises, or for injury to Tenant or his employees, agents or contractors
caused by casualty or accident, whether the loss, damage or injury in any case
results from conditions on the Premises or on other parts of any building of
which the Premises is a part or from other sources and regardless of whether the
cause or means of rectifying it is inaccessible to Tenant. Landlord shall not be
liable to Tenant for any claim or demand arising from any act or omission of any
other tenant in any building in which the Premises is located. Landlord and
Tenant waive all claims and demands against each other for loss or damages to
the property of either located on the Premises or to the Premises caused by any
hazard covered by insurance and for which subrogation may be waived under the
insurance policies. Both parties shall obtain insurance policies on their
respective property or the Premises, as the case may be, that contain provisions
permitting waiver of subrogation before loss.
22. INDEMNITY. Tenant shall indemnify Landlord and hold him harmless
from any claims or demands arising from:
(a) Tenant's use or possession of the Premises and the conduct of
any business by Tenant on the property and anything
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done or permitted by Tenant in or about the Premises, or any of them;
(b) Any default of Tenant under this Lease;
(c) The negligence of Tenant and his agents, contractors or
employees or any of them;
(d) Any damage to the property of Tenant or others or injury to any
person on or about the Premises from any cause;
(e) Any legal or administrative proceeding in which Landlord is
made a party without his fault;
(f) All costs and expenses incurred by Landlord in connection with
items indemnified against. Tenant shall defend any legal action or proceeding
resulting from a claim or demand indemnified against him at his expense by
attorneys satisfactory to Landlord on receipt of written notice from Landlord to
do so.
23. HOLDING OVER. If Tenant retains possession of the Premises after
expiration of this Lease or a renewal or extension, Tenant shall be a tenant
from month to month and shall comply with this Lease as though it remained in
force and pay the rent specified for the last month of this Lease during each
month of the retention of possession. Payment and acceptance of rent is not a
renewal or extension of this Lease. Landlord may terminate the retention on
three (3) days written notice to Tenant before the end of a rent payment period
and resume possession of the Premises.
24. ASSIGNMENT AND SUBLEASE.
(a) Tenant shall not assign this Lease nor sublet all or any
portion of the Premises without the prior written consent of the Landlord.
Landlord's consent shall not be unreasonably withheld. Without limiting
Landlord's right to withhold consent at its own discretion, Landlord
specifically may withhold consent (i) if Tenant is in default under the terms of
this Lease regardless of significance; (ii) if the proposed assignee's or
subtenant's projected use of the Premises involves the use, storage, generation
or disposal of Hazardous Substances, as that term is defined in this Lease; or
(iii) if as a result of the proposed assignment or sublease, Landlord would be
subjected to compliance with additional requirements of law or governmental
regulations beyond those requirements which are applicable to the assignee or
subtenant, including, without limitation, the "Americans With Disabilities Act."
In the event Tenant shall seek Landlord's permission to assign this Lease or
sublet all or a portion of the Premises, Tenant shall provide to Landlord, the
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name, address and financial statement of the proposed assignee or subtenant and
such other information concerning the proposed assignee or subtenant as Landlord
may require. This information shall be in writing and shall be received by
Landlord no less than thirty (30) days prior to the effective date of the
proposed Assignment or Sublease. Landlord and Tenant agree that Landlord is
expressly relying upon the credit and reputation of Tenant.
(b) In the event Landlord shall consent to a requested Assignment
or Sublease, such Assignment or Sublease shall be evidenced by a written
instrument in form and substance reasonably satisfactory to Landlord and a
duplicate original of such instrument shall be delivered to Landlord. Any
instrument of Assignment shall contain a specific assumption by the assignee of
all obligations of the Tenant hereunder. Any Sublease shall provide that it is
expressly subject and subordinate to this Lease, and shall contained the written
consent of the subtenant to the terms and conditions of this Lease and to the
direct enforcement thereof by Landlord against subtenant. At Landlord's request,
subtenant shall enter into a direct lease with Landlord in lieu of a sublease
with Tenant. Tenant hereby assigns absolutely and unconditionally to Landlord
all of its right, title and interest in and to all subleases now or hereafter in
effect including, without limitation, all rents due or to become due from any
present or future subtenant, subject to permission hereby given by Landlord to
collect subrents for as long as this Lease is current, in good standing, and not
in default. Tenant will not directly or indirectly collect or accept or accept
any payment of subrent (excluding a security deposit) under any sublease more
than one month on advance of the date when same shall become due. In the event
Tenant shall sublease all or part of the Premises for rentals in excess of those
rentals payable hereunder, Tenant shall pay to Landlord, as additional rent
hereunder, all such excess rentals.
(c) Landlord is expressly given the right to assign any or all of
its interest or rights under the terms of this Lease.
(d) In the event of a sublease or assignment, and in the event that
Landlord accepts the new tenant, Tenant shall not be released from the
obligations of this Lease and shall remain primarily liable thereon. No
acceptance by Landlord of any rent from an assignee or subtenant shall
constitute a waiver of any of the provisions of this paragraph, or an acceptance
by Landlord of the assignee or subtenant, or a release of Tenant from its
obligations to Landlord under this Lease. Furthermore, such acceptance shall not
constitute a waiver of the necessity of obtaining consent as to any subsequent
sublease or assignment. Tenant will perform and observe each and every term and
condition
Landlord _______ Page 16
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to be performed or observed by Tenant as sublessor under all subleases and does
hereby indemnify and agree to hold Landlord harmless from and against any and
all liabilities, claims and causes arising thereunder in connection therewith.
(e) If Tenant is a corporation and any transfer, sale, pledge or
other disposition of any portion of the stock of Tenant shall occur, or power to
vote any portion of the stock of Tenant be changed, such action shall be
considered an assignment under the terms of this Lease. If Tenant is a trust or
a partnership, the addition or withdrawal of any partner or change in the
beneficial ownership of Tenant shall be considered an assignment under the terms
of this Lease.
25. NOTICES. Until advised otherwise in writing, all notices under this
Lease shall be given to Landlord at Landlord's address: c/o Xxxxxxx X. Xxxxxxx,
III, The Githler Center, 0000 Xxxxx Xxxx Xxxxxx, Xxxxxxxx, Xxxxxxx 00000, with a
copy to J. Xxxxx Xxxxx, Esquire, 0000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxx
00000. All notices under this Lease to Tenant shall be given to Tenant at
Tenant's business address at the Premises as described on page 1.
26. ESTOPPEL CERTIFICATE. At any time on not less than three (3) days
written request by Landlord, Tenant shall execute and deliver a written
statement certifying that this Lease is unmodified and in full force or, if
modified, that it is in full force as modified, setting forth the modifications,
and the dates to which rent and other charges have been paid in advance and
whether Tenant has any claims or demands against the Landlord and, if so, the
nature and extent of them. The statement may be relied on by a prospective
purchaser or encumbrancer of the Premises. The failure of the Tenant to execute
and deliver to Landlord the Estoppel Certificate in accordance with the
foregoing provisions of this paragraph within the said three (3) day period
shall constitute an acknowledgment by the Tenant to any person entitled, as
aforesaid, to rely thereupon that this Lease is unmodified and in full force and
effect and that the Rent and other charges have been duly and fully paid to and
including the respective due dates immediately preceding the date of such notice
and the amount of the balance of the Security Deposit (if any) held by Landlord,
and shall constitute, as to any person entitled as aforesaid to reply upon such
statements, a waiver of any defaults of Landlord which may exist prior to the
date of such notice.
27. SUBORDINATION AND ATTORNMENT. Landlord may sell or encumber the
Building of which the Premises is a part, or this Lease, at any time, subject to
Tenant's rights and interest which
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shall be subordinate to any mortgage now or hereafter encumbering the Building.
Tenant shall subordinate his interest under this Lease to any mortgage placed on
part or all of the property by Landlord and shall execute any instruments
required for this purpose. Tenant shall attorn and establish direct privity of
estate and contract with and recognize any purchaser of the Building as the
Landlord under this Lease. Upon the absolute transfer of the Building to any
party assuming Landlord's obligations hereunder, Landlord shall be relieved of
any and all obligations to Tenant hereunder.
28. SEVERABILITY. In case one or more of the provisions contained in
this Lease shall be for any reason held to be invalid, illegal, or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect
any other provisions thereof and this Lease shall be construed as if such
invalid, illegal, or unenforceable provision had never been contained herein.
29. ENTIRE AGREEMENT. This Lease constitutes the sole and only
agreement of the parties hereto and supersedes any prior understandings or
written or oral agreements between the parties respecting the subject matter
within it. No oral promises, representations or affirmation, made
contemporaneously with the execution of this Lease shall operate to modify,
enlarge, or contradict its express terms. This Lease may be executed in
duplicate, each of which shall serve as an original.
30. MODIFICATION. No amendment, modification, or alteration of the
terms hereof shall be binding unless the same be in writing, dated subsequent to
the date hereof, and duly executed by the parties hereto.
31. WAIVER. No waiver by the parties hereto of any default or breach of
any term, condition or covenant of this Lease shall be deemed to be a waiver of
any other breach of the same for any other term, condition, or covenant
contained herein.
32. BROKERAGE. Except for brokers employed by Landlord or brokers
representing Tenant acknowledged by separate writing by Landlord, Tenant
covenants, warrants and represents to Landlord that there was no broker
instrumental in consummating this Lease and that no conversations or prior
negotiations were had by Tenant with any such broker concerning the renting of
the Premises. Landlord acknowledges its responsibility for compensation for
commissions due, if any, for brokers employed or acknowledged by it in writing,
if any. Tenant agrees to indemnify and hold Landlord harmless against and from
all liabilities,
Landlord _______ Page 18
Tenant _________
including attorney's fees, arising from any claims for brokerage commissions or
finder's fees resulting from any conversation or negotiations had by Tenant with
any broker or any other person, other than a broker employed or acknowledged in
writing by Landlord.
33. ATTORNEYS' FEES. In the event Tenant breaches any of the terms of
this Lease whereby Landlord employs attorneys to protect or enforce its rights
hereunder and prevails, then Tenant shall reimburse Landlord for the Landlord's
reasonable attorneys' fees as well as court costs and any and all other expenses
incurred by Landlord in protecting or securing its rights hereunder.
34. PARTIES BOUND. This agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective heirs, executors,
administrators, legal representatives, successors and assigns when permitted by
this agreement. This Lease does not confer any right, claim or privilege on a
person or governmental authority not a party.
35. APPLICABLE LAW. This agreement shall be construed under and in
accordance with the laws of the State of Florida. This agreement shall not be
construed against a party solely because that party prepared it.
36. OPTION TO RENEW. Provided Tenant is not in default under this
Lease, Tenant shall have the option to renew this Lease for the number of
Renewal Terms set forth in Paragraph 1, if any. Subject to Tenant's exercise of
same as hereinafter provided, each Renewal Term will be for the number of years
set forth in Paragraph 1, after the expiration of the Initial Term or the
immediately preceding Renewal Term. In order to exercise its option to renew, or
any of them, Tenant shall mail written notice of the exercise of each renewal
option to Landlord at least six (6) months prior to the expiration of the
Initial Term or the then existing Renewal Term, as the case may be, but no
earlier than Nine (9) months prior to the expiration of the Initial Term or the
then existing Renewal Term as the case may be. Where applicable, it shall be a
condition to Tenant's right to any Renewal Term that Tenant has exercised its
right to the immediately preceding Renewal Term. All of the terms, provisions,
covenants, conditions and obligations of this Lease pertaining to the Initial
Term shall automatically apply to any Renewal Term. The "Term" of this Lease
shall mean and refer to the Initial Term and any Renewal Term(s) which are
provided to and properly exercised by Tenant, as hereinabove described.
Landlord _______ Page 19
Tenant _________
37. COMMON AREA MODIFICATION AND NAME OF BUILDING. Notwithstanding
anything to the contrary contained in this Lease, Landlord reserves the right to
increase, decrease or otherwise modify or alter the Common Areas. Landlord
reserves the right to change the name of the Building at any time, and from time
to time, at Landlord's sole discretion.
38. RECORDING. Tenant shall not record this Lease or a memorandum
thereof in the public records of any county. Any such recordation shall
constitute a breach of this Lease.
39. HEADINGS AND CONSTRUCTION. Headings used in this Lease are for
convenience only and shall not be used to interpret or construe its provisions.
Each term and provision of this Lease to be performed by Tenant shall be
construed to be both a covenant and a condition. Time is of the essence of this
Lease. Masculine gender is used in this Lease and includes other genders as the
context requires.
40. LANDLORD'S WARRANTY. Landlord represents and warrants that it is
the lawful owner of the entire Building and the underlying real estate and is in
quiet, peaceful and lawful possession of the entire Building and real estate and
has the legal right to enter into this Lease.
41. LANDLORD AS TRUSTEE. The parties understand and agree that the
person who signed this Lease, Xxxxxxx X. Xxxxxxx, III, is a managing agent for
the Building, and the owner of the Building owns the Building as trustee and
that neither the managing agent nor the trustee shall have any personal
liability for any reason whatsoever arising under this
42. RADON GAS. RADON IS A NATURALLY OCCURRING RADIOACTIVE GAS THAT,
WHEN IT HAS ACCUMULATED IN A BUILDING IN SUFFICIENT QUANTITIES, MAY PRESENT
HEALTH RISKS TO PERSONS WHO ARE EXPOSED TO IT OVER TIME. LEVELS OF RADON THAT
EXCEED FEDERAL AND STATE GUIDELINES HAVE BEEN FOUND IN BUILDINGS IN FLORIDA.
ADDITIONAL INFORMATION REGARDING RADON AND RADON TESTING MAY BE OBTAINED FROM
YOUR COUNTY PUBLIC HEALTH UNIT.
43. HAZARDOUS SUBSTANCES. Tenant shall not cause or permit any
Hazardous Substance to be used, stored, generated, or disposed of on or in the
Premises by Tenant or by Tenant's agents, employees, contractors, or invitees
without first obtaining Landlord's written consent. If Hazardous Substances are
used, stored, generated, or disposed of on or in the Premises except as
permitted above, or if the Premises become contaminated in any manner for which
Tenant is liable, Tenant shall indemnify
Landlord _______ Page 20
Tenant _________
and hold harmless the Landlord from any and all claims, damages, fines,
judgments, penalties, costs, liabilities or losses (including, without
limitation, a decrease in value of the Building, damages caused by loss or
restriction of renewable or usable space or any damages caused by adverse impact
on marking of the space, and any and all sums paid for settlement of claims,
attorneys' fees, consultant and expert fees) arising during or after the Lease
term and arising as a result of that contamination by Tenant. This
indemnification includes, without limitation, any and all costs incurred because
of any investigation of the site or any cleanup, removal, or restoration
mandated by a federal, state or local agency or political subdivision. Without
limitation of the foregoing, if Tenant causes or permits the presence of any
Hazardous Substance on the Premises and that results in contamination, Tenant
shall promptly, at its sole expense, take any and all necessary actions to
return the Premises to the condition existing prior to the presence of any such
Hazardous Substance on the Premises. Tenant shall first obtain Landlord's
approval for any such remedial action.
As used herein, "Hazardous Substance" means any substance that is
toxic, ignitable, reactive or corrosive and that is regulated by any
local government, the State of Florida or the United States government.
"Hazardous Substance" includes any and all material or substances that
are defined as "hazardous waste," "extremely hazardous waste," or a
"hazardous substance," pursuant to state, federal or local governmental
law. "Hazardous Substance" includes, but is not restricted to, asbestos,
polychlorobiphenyls ("PCBs"), and petroleum.
44. EXHIBITS. The exhibits attached to this Lease are hereby
incorporated herein and made a part hereof. Notwithstanding anything to the
contrary contained in this Lease, the terms of the Exhibits shall control.
45. ADA COMPLIANCE. Tenant acknowledges that the Premises may
constitute a place of public accommodation or a commercial facility under Title
III of the American's with Disabilities Act ("ADA") and that the ADA is
applicable to both an owner and a lessee of a place of public accommodation or
commercial facility. Tenant further acknowledges that, under the ADA any
structural alteration to the leased premises must comply with accessibility
standards set forth in the rules promulgated by the Department of Justice, 28
C.F.R. Sec. 36.101 et. seq. In the event Tenant makes any structural alteration
to the Premises which would require compliance with Title III of the ADA and the
accessibility standards promulgated by the Department of Justice, Tenant agrees
to design and build such structural alterations so as to comply
Landlord _______ Page 21
Tenant _________
with the ADA and the accessibility standards. Tenant hereby agrees to indemnify
and hold Landlord harmless from and against any and all liabilities, claims,
demands, damages, expenses, fees, fines, penalties, suits, proceedings, actions,
or causes of action of any and every kind and nature arising or growing out of
or in any way connected with any structural alteration of the Premises by
Tenant. Nothing contained herein shall be construed to modify the requirement
that any alteration to the Premises must have the prior written approval of
Landlord, and such approval, if given, shall not be construed to be a waiver by
Landlord of Tenants obligations and agreements as set forth in this paragraph.
46. WAIVER OF JURY TRIAL. LANDLORD AND TENANT WAIVE THE RIGHT TO A
TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR RELATED TO, THE SUBJECT
MATTER OF THIS LEASE. THE PARTIES HERETO AGREE THAT VENUE SHALL BE SARASOTA
COUNTY. THIS WAIVER IS KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY MADE BY TENANT
AND TENANT ACKNOWLEDGES THAT NEITHER LANDLORD NOR ANY PERSON ACTING ON BEHALF OF
LANDLORD HAS MADE ANY REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY
JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT. TENANT FURTHER ACKNOWLEDGES
THAT IT HAS BEEN REPRESENTED (OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED) IN
THE SIGNING OF THIS LEASE AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL
COUNSEL, SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO
DISCUSS THIS WAIVER WITH COUNSEL. TENANT FURTHER ACKNOWLEDGES THAT IT HAS READ
AND UNDERSTANDS THE MEANING AND RAMIFICATIONS OF THIS WAIVER PROVISION AND AS
EVIDENCE OF THIS FACT SIGNS ITS INITIALS.
------------------------------------
INITIALS OF TENANT
IN WITNESS WHEREOF, the undersigned parties hereto have executed this
Lease effective the date first above written.
LANDLORD:
PALM TOWERS OFFICE BUILDING
Witnesses: By:
--------------------------------
Xxxxxxx X. Xxxxxxx as Managing
----------------------------------------- Agent for Owner, J. Xxxxx Xxxxx,
Trustee Under Trust Agreement
dated Xxxxx 00, 0000
XXXXXX:
Landlord _______ Page 22
Tenant _________
DENTAL CARE ALLIANCE, a Florida
corporation
By:
---------------------------------------- --------------------------------
Xxxxxx Xxxxxxx
As its President
---------------------------------------- [CORPORATE SEAL]
Landlord _______ Page 23
Tenant _________
ADDENDUM
DCA ("Tenant") shall have first right of refusal if Signage becomes available
during the term of this lease.
GUARANTY
FOR VALUE RECEIVED, and in consideration for and as an inducement to
Landlord to Lease the Premises referred to in the annexed Lease to Tenant
therein named, the undersigned does jointly and severally if more than one,
hereby guaranty to Landlord the punctual payment of the rent, additional rents,
and other charges (hereinafter collectively called "Rents"), and the due
performance of all the other terms, covenants, and conditions contained in said
Lease on the part of Tenant to be paid and/or to be performed thereunder, and if
any default shall be made by Tenant under said Lease, the undersigned does
hereby covenant and agree to pay to Landlord in each and every instance such sum
or sums of money as Tenant is and shall become liable for and/or obliged to pay
under said Lease and/or fully to satisfy and perform such other terms,
covenants, and conditions of said Lease on the part of Tenant to be performed
thereunder and to pay also any and all damages, expenses, and attorneys' fees
(hereafter collectively called "Damages") that may be suffered or incurred by
Landlord in consequence of the nonpayment of said Rents or the nonperformance of
any such other terms, covenants, and conditions of said Lease; such payments of
Rents to be made monthly or at such other intervals as the same shall or may
become payable under said Lease, including any accelerations thereof, such
performance of said other terms, covenants, and conditions to be made when due
under said Lease and such Damages to be paid when incurred by Landlord, all
without requiring any notice from Landlord of such nonpayments, nonperformance,
or nonobservance, or proof of notice or demand, all of which the undersigned
hereby expressly waives; and the maintenance of any action or proceeding by
Landlord to recover any sum or sums that may be or become due under said Lease,
or to secure the performance of any of the other terms, covenants, and
conditions of said Lease or to recover damages, shall not preclude Landlord from
thereafter instituting and maintaining subsequent actions or proceedings for any
subsequent default or defaults of Tenant under said Lease. The undersigned does
hereby consent that without affecting the liability of the undersigned under
this Guaranty and without notice to the undersigned, time may be given by
Landlord to Tenant for payment of Rents and performance of said other terms,
covenants, and conditions, or any of them and such time extended
Landlord _______ Page 24
Tenant _________
and indulgences granted, from time to time, or the Tenant may be dispossessed or
the Landlord may avail itself of or exercise any or all of the rights and/or
remedies against Tenant provided by law or by said Lease, and may proceed either
against Tenant alone or jointly against Tenant and the undersigned or against
the undersigned along without proceeding against Tenant. The undersigned does
hereby further consent to any subsequent change, modification, and/or amendment
of said Lease in any of its terms, covenants, or conditions, or in the Rents
payable thereunder, and/or to any assignment or assignments of said Lease,
and/or to any renewals or extensions thereof (Option Periods), all of which may
be made without notice to or consent of the undersigned and without in any
manner releasing or relieving the undersigned from liability under this
Guaranty. The undersigned does hereby further agree that in respect of any
payments made by the undersigned hereunder, the undersigned shall not have any
rights based on suretyship or otherwise to stand in the place of Landlord so as
to compete with Landlord as a creditor of Tenant, unless and until all claims of
Landlord under said Lease shall have been fully paid and satisfied. As a further
inducement to Landlord to make said Lease and in consideration therefor,
Landlord and the undersigned hereby agree that in any action, proceeding, or
counter-claim brought by either Landlord or the undersigned against the other on
any matters whatsoever arising out of or in any way connected with said Lease or
this Guaranty, that Landlord and the undersigned shall and do hereby waive trial
by jury. This Guaranty or any of the provisions hereof cannot be modified,
waived, or terminated, unless in writing, signed by the parties hereto. The
provisions of this Guaranty shall apply to and bind and inure to the benefit of
the undersigned and Landlord and their respective heirs, legal representatives,
successors and assigns.
Landlord _______ Page 25
Tenant _________
IN WITNESS WHEREOF, Guarantors have executed, or caused to be executed,
this Guaranty this ___ day of _______, 19__.
WITNESSES: Guarantors:
_______________________________ By:_______________________________________
Individually
SSN:
Home Address:
Tel:
Drivers Lic.
_______________________________ By:_______________________________________
Individually
SSN:
Home Address:
Tel:
Drivers Lic.
STATE OF FLORIDA
COUNTY OF SARASOTA
I HEREBY CERTIFY that on this day, before me, a Notary Public duly
authorized in the State and County aforesaid to take acknowledgments, personally
appeared ___________________ and ________________, who are personally known to
me or who have produced ____________________ as identification and who did take
an oath, to be the persons described in and who executed the foregoing
instrument, and who acknowledged before me that they executed said instrument.
WITNESS my hand and official seal in the county and state named above
this ___ day of _______, 19__.
--------------------------------------
Print Name:
--------------------------
Notary Public
My commission expires:
[SEAL]
Landlord _______ Page 26
Tenant _________
