Xxxxxx Xxxxxxxx Xxxxxx - Xxxxxxxx 0
Peregrine Industries Inc.
000 Xxxxx Xxxxxxxx Xxxxx
Xxxxxxxxx Xxxxx, Xxxxxxx 00000
Lease Drafted: June 24, 1996
LEASE AGREEMENT
THIS LEASE AGREEMENT, made and entered into by and between Principal
Mutual Life Insurance Company, an Iowa corporation ("Landlord"), Peregrine
Industries, inc., a Florida corporation ("Tenant")
W I T N E S S E T H:
1.01 Premises. In consideration of the obligation of Tenant to pay rent and of
the other terms, provisions and covenants hereof, Landlord leases to Tenant and
Tenant leases from Landlord, all that portion of certain real property situated
within the County of Broward State of Florida, legally described in Exhibit A ,
and the buildings and improvements to be constructed thereon as outlined on the
site plan contained in Exhibit B (the Premises'), including any truck loading
areas specifically marked in red on said Exhibit B for the exclusive use of
Tenant. The Premises and the building within which the Premises are located (the
*Building") are part of a larger development (the "Development") commonly known
as Quorum Business Center Building 2-6.
2.01 Term of Lease. The term of this lease shall commence on the"Rent
Commencement Date", as hereinafter defined, and ending 36 months thereafter,
provided however, that in the event the rent commencement date is a date other
than the first day of a calendar month, said term shall extend for said number
of months in addition to the remainder of the calendar month following the rent
commencement date.
3.01 Base Rent. Tenant agrees to pay to Landlord rent for the Premises, in
advance, without demand, deduction or set off, for the entire term hereof at the
rate of five thousand four hundred sixty nine & 40/100--Dollars ($ 5,469.40 ...
) per month. One such monthly installment shall be due and payable on the date
hereof and a like monthly installment shall be due and payable on or before the
first day of each calendar month succeeding the rent commencement date, except
that the rental payment for any fractional calendar month at the commencement of
the lease period shall be prorated. The rental payment is subject to adjustment
as provided below. See Paragraph 29.01 of the Rider.
4.01 Security Deposit. Tenant agrees to deposit with Landlord on the date hereof
the sum of Sixteen Thousand Eight Dollars and 00/10-0 Dollars ($16,008.00) which
sum shall be held by Landlord, without obligation for interest, as security for
the full, timely and faithful performance of Tenant's covenants and obligations
under this Lease, it being expressly agreed that such deposit is not an advance
rental deposit or a measure of Landlord's damages. Upon the occurrence of any
event of default by Tenant, Landlord may, from time to time, without prejudice
to any other remedy, use such funds to the extent necessary to make good any
arrears of rent or other payments duo Landlord hereunder, and any other damage,
injury, expense or liability caused by Tenant's default; and Tenant shall pay to
Landlord on demand the amount so applied in order to restore the security
deposit to its original amount. Although the security deposit shall be deemed
the property of
Landlord, any remaining balance of such deposit shall be returned by Landlord at
such time after termination of this Lease when Landlord shall have determined
that all Tenant's obligations under this Lease have boon fulfilled.
5.01 Permitted Use. The Premises shall be continuously used for the sole purpose
of general business offices and/or for receiving, storing, shipping and selling
(other than at retail) products, materials and merchandise made and/or
distributed by Tenant and for no other use or purpose. Tenant shall at its own
cost and expense obtain any and all licenses and permits necessary for any such
use. The overnight parking of automobiles, trucks or other vehicles, and the
outside storage of any property including trash or garbage are prohibited.
Tenant agrees that it shall. at its own cost and expenses keep its employees,
agents, customers, invitees, and/or licensees from parking on any streets
running through or contiguous to the buildings or development of which the
Premises are part thereof. Tenant agrees that no washing of any type will take
place in the Premises including the truck apron and parking areas. Tenant shall
not permit any objectionable or unpleasant odors, smoke, dust, gas, noise or
vibrations to emanate from the Premises, nor take any other action which would
constitute a nuisance or would disturb or endanger any other tenants of
Development or unreasonably interfere with such tenants' use of their respective
Premises or permit any use which would adversely affect the reputation of the
Development. Tenant shall not receive, store or otherwise handle any product,
material or merchandise which is explosive, highly flammable or constitutes a
hazardous substance or waste. Tenant shall not permit the Premises to be used
for any purpose (including, without limitation, the storage of merchandise) in
any manner which would render the insurance thereon void or increase the
insurance rate thereof. Tenant agrees to indemnify and hold Landlord harmless
against any and all loss, costs and claims, including attorney's fees relating
to the improper storage, handling, transportation or disposal of explosive,
highly flammable or hazardous materials or resulting from any other improper
use. Tenant shall comply with all governmental laws, ordinances and regulations
applicable to the Premises, and shall promptly comply with all governmental
orders and directives for the correction, prevention and abatement of any
violations or nuisances in or upon, or connected with, the Premises, all at
Tenant's sole expense. If, as a result of any change in the governmental laws,
ordinances and regulations, the Premises must be altered to accommodate lawfully
the use and occupancy thereof, such alterations shall be made only with the
consent of Landlord, but the entire cost thereof shall be borne by Tenant;
provided that the necessity of Landlord's consent shall in no way create any
liability against Landlord for failure of Tenant to comply with such laws,
ordinances and regulations. Tenant shall take whatever other actions are
necessary so that the Premises and Tenant's use thereof complies with the Fire
Prevention Code of the National Fire Protection Association and any other fire
prevention laws, ordinances, rules or regulations applicable to the Premises.
6.01 Tenant's Taxes. Tenant shall be responsible to pay before delinquency all
franchise taxes, assessments, levies or charges measured by or based in whole or
in part upon the rents payable hereunder or the gross receipts of Tenant and all
sales taxes and other taxes imposed upon or assessed by reason of the rents and
other charges payable hereunder. The Florida sales tax imposed on rent and on
other charges payable hereunder shall be paid by Tenant to Landlord with the
payment of Tenant's rental payments and other charges payable hereunder.
7.01 Definition of Operating Costs. The term "Operating Costs" shall mean all
costs and expenses paid or incurred by Landlord or on Landlord's behalf in
connection with the ownership, management, repair, replacement, remodeling.
maintenance and operation of the Development (including, without limitation, all
assessed real property taxes, assessments (whether general or
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special) and governmental charges of any kind and nature whatsoever including
assessments due to deed restrictions and/or owner's associations, which accrue
against the building and/or development of which the Premises are a part, the
costs of maintaining and repairing parking lots, parking structures, easements.
and landscaping. property management fees, utility costs to the extent not
separately metered, insurance premiums, depreciation of the costs of replacement
(as defined below) of the building and improvements in the Development but not
including any structural repairs or replacements which are normally chargeable
to capital accounts under sound accounting principles, and the Building's share
of costs of the Development). The term 'operating costs' does not include: (j)
costs of alterations of tenants' Premises; (ii) costs of curing construction
defects; (iii) interest and principal payments on mortgages, and other debt
cost; (iv) real estate brokers' leasing commissions or compensation; (v) any
cost or expenditure for which Landlord is reimbursed, whether by insurance
proceeds or otherwise; (vi) cost of any service furnished to any other occupant
of the Building which Landlord does not provide to tenant hereunder. Structural
repairs and replacements are repairs and replacements to the foundations,
load-bearing walls, columns and joists and replacement of roofing and roof deck.
Notwithstanding anything contained herein to the contrary, depreciation of any
capital improvements which are intended to reduce Operating Costs, or are
required under any governmental laws, regulations or ordinances which were not
applicable to the Building or the Development at the time it was constructed, or
are recommended by the N.F.P.A. Life Safety Code, shall be included in Operating
Costs. The useful life of any such improvement as well as all nonstructural
replacements shall be reasonably determined by Landlord. In addition, interest
on the undepreciated cost of any such improvement or non-structural replacement
(at the prevailing construction loan rate available to Landlord on the date the
cost of such improvement was incurred) shall also be included in Operating
Costs. If Landlord selects the accrual method of accounting rather than the cash
accounting method for Operating Costs purposes, Operating Costs shall be deemed
to have been paid when such expenses have accrued. Landlord shall have the right
at any time and from time to time to elect, which election shall be subject to
revocation, to exclude that portion of Operating Costs attributable to any
separately assessed part of the Development and any separate building within the
Development. During any period that Operating Costs attributable to any
separately assessed part of the Development and/or separate building are so
excluded from Operating Costs, then for the purposes of calculating Tenant's
proportionate share of Operating Costs as provided in Section 7.02, the
denominator shall not include the rentable area of such separately assessed part
of the Development and/or such separate building. Landlord may, in a reasonable
manner, allocate insurance premiums for so-called 'blanket" insurance policies
which insure other properties as well as the Development and said allocated
amount shall be deemed to be an Operating Cost.
If at any time during the term of this lease, the present method of taxation
shall be changed so that in lieu of the whole or any part of any taxes,
assessments or governmental charges levied, assessed or imposed on real estate
and the improvements thereon, there shall be levied, assessed or imposed on
Landlord a capital levy or other tax directly on the rents received therefrom
and/ or a franchise tax, assessment, levy or charge measured by or based, in
whole or in part, upon such rents for the present or any future building or
buildings on the Premises, then all such taxes, assessments, levies or charges,
or the part thereof so measured or based, shall be deemed to be included within
the term "taxes' for the purposes hereof.
7.02 Tenant's Proportionate Share of Operating Costs. Tenant shall pay to
Landlord, as additional rent, its proportionate share of operating costs
calculated on the basis of the ratio set forth in Section 8.01. Any payments
with respect to any partial calendar year in which the Term commences or ends
shall be prorated. Tenant agrees to pay $2,534.60 per month as an escrow
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amount for operating costs as defined in Article 7.01. Landlord may, at any
time, deliver to Tenant its estimate (or revised estimate) of such additional
amounts payable under this Section for each calendar year. On or before the
first day of the next month and on or before the first day of each month
thereafter, Tenant shall pay to Landlord as additional rent such amount as
Landlord reasonably determines to be necessary to bring and keep Tenant current.
As soon as practicable after the close of each calendar year. Landlord shall
deliver to Tenant a statement showing the total amount payable by Tenant under
this Article. If such statement shows an amount due from Tenant that is less
than the estimated payments previously paid by Tenant, it shall be accompanied
by a refund of the excess to Tenant or at Landlord's option the excess shall be
credited against the next monthly installment of rent. If such statement shows
an amount due from Tenant that is more than the estimated payments paid by
Tenant, Tenant shall pay the deficiency to Landlord, as additional rent. In the
event an amount is due and is not paid within thirty (30) days after the date of
Landlord's statement to tenant, the unpaid amount shall bear interest at the
rate of eighteen (18%) percent per annum from the date of such statement until
payment by tenant. Landlord and Tenant acknowledge that certain of the costs of
management, operation and maintenance of the Development are allocated among all
of the buildings in the Development using methods of allocation that are
considered reasonable and appropriate under the circumstances. Tenant hereby
consents to such allocations provided that the determination of such costs and
the allocation of all or part thereof to Operating Costs hereunder shall be in
accordance with generally accepted accounting principles applied on a consistent
basis. Tenant or its representatives shall have the right after seven (7) days
prior written notice to Landlord to examine Landlord's books and records of
Operating Costs during normal business hours within twenty (20) days following
the furnishing of the statement to Tenant. Unless Tenant takes written exception
to any item within thirty (30) days following the furnishing of the statement to
Tenant (which item shall be paid in any event), such statement shall be
considered as final and accepted by Tenant. The taking of exception to any item
shall not excuse Tenant from the obligation to make timely payment based upon
the statement as delivered by Landlord.
8.01 Tenant's Proportionate Share. (a) Tenant's 'proportionate share" as used in
this Lease with respect to the Building shall mean a fraction the numerator of
which shall be the rentable area contained in the Premises and the denominator
of which shall be the rentable area contained in the Building, as determined by
Landlord. Tenant's 'proportionate share" as used in this Lease with respect to
costs relating to more than the Building, shall mean a fraction the numerator of
which shall be the rentable area contained in the Premises and the denominator
of which shall be the rentable area of all buildings, as determined by Landlord,
within the Development. Notwithstanding anything contained in the Lease to the
contrary, Landlord shall have the right. from time to time, to add to or exclude
from the Development real property and any buildings constructed thereon. In the
event Landlord elects to add to or exclude from the Development, Landlord shall
notify Tenant in writing of any such addition or exclusion which notice shall
describe the property added or excluded.
9.01 Tenant's Obligations. (a) Tenant shall at its own cost and expense keep and
maintain all parts of the Premises and such portion of the Development within
the exclusive control of Tenant in good condition, promptly making all necessary
repairs and replacements, whether ordinary or extraordinary, with materials and
workmanship of the same character, kind and quality as the original, including
but not limited to, windows, glass and plate glass, doors, skylights, any
special office entries, interior walls and finish work, floors and floor
coverings, heating and air conditioning systems, electrical systems and
fixtures, sprinkler systems, water heaters, dock board, truck doors, dock
bumpers, and plumbing work and fixtures. Tenant as part of its obligation
hereunder shall
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keep the whole of the Premises in a clean and sanitary condition. Tenant will as
far as possible keep all such parts of the Premises from deteriorating, ordinary
wear and tear excepted, and from failing temporarily out of repair, and upon
termination of this Lease in any way, Tenant will yield up the Premises to
Landlord in good condition and repair, loss by fire or other casualty covered by
insurance to be secured pursuant to Article 15 excepted (but not excepting any
damage to glass or loss not reimbursed by insurance because of the existence of
a deductible under the appropriate policy). Tenant shall not damage any demising
wall or disturb the integrity and supports provided by any demising wall and
shall, at its sole cost and expense, properly repair any damage or injury to any
demising wall caused by Tenant or its employees, agents or invitees. Tenant
shall, at its own cost and expense, as additional rent, pay for the repair of
any damage to the Premises, the Building, at the Development resulting from
and/or caused in whole or in part by the negligence or misconduct of Tenant, its
agents, servants, employees, patrons, customers, or any other person entering
upon the Development as a result of Tenant's business activities or caused by
Tenant's default hereunder.
(b) Tenant at its own cost and expense, enter into a regularly scheduled
preventive maintenance/service contract with a maintenance contractor approved
by Landlord, for servicing all heating and air conditioning systems and
equipment servicing the Premises and an executed copy of such contract shall be
delivered to Landlord. This service contract must include all services suggested
by the equipment manufacturer within the operations/maintenance manual and must
become effective within thirty (30) days of the date Tenant takes possession of
the Premises. Landlord may (but shall not be required to), upon notice to
Tenant, elect to enter into such a maintenance service contract on behalf of
Tenant or perform the work itself and, in either case, charge Tenant therefore,
together with a reasonable charge for overhead.
9.02 Landlord's Obligations. Landlord shall maintain in good repair, reasonable
wear and tear and any casualty covered by the provisions of Article 15 excepted,
all parts of the Development, other than tenants' demised Premises or portions
of the Development within the exclusive control of tenants of the Development,
making all necessary repairs and replacements. whether ordinary or extraordinary
structural or nonstructural. including root, foundation, walls. downspouts,
gutters, regular mowing of any grass, trimming, weed removal and general
landscape maintenance, including any rail spur areas, exterior painting,
exterior lighting, exterior signs and common sewage plumbing and the maintenance
of all paved areas including driveways and alleys, including, but not limited
to, cleaning, repaving, restripping and resealing. Tenant shall immediately give
Landlord written notice of any defect or need for repairs, after which Landlord
shall have a reasonable opportunity to repair the same or cure such defect.
Landlord's liability with respect to any defects, repairs or maintenance for
which Landlord is responsible under any of the provisions of this Lease shall be
limited to the cost of such repairs or maintenance or the curing of such defect.
The term 'Walls" as used herein shall not include windows, glass or plate glass,
doors, special store front or office entry.
10.01 Alterations. Tenant shall not make any alterations, additions or
improvements to the Premises (including, without limitation, the roof and wall
penetrations) without the prior written consent of Landlord. If Landlord shall,
consent to any alterations, additions or improvements proposed by Tenant, Tenant
shall construct the same in accordance with all governmental laws. ordinances.
rules and regulations and all requirements of Landlord's and Tenant's insurance
policies and only in accordance with plans and specifications approved by
Landlord; and any contractor or person selected by Tenant to make the same, or,
at Landlord's option and discretion, the alterations, additions or improvements
shall be made by Landlord for Tenant's account and Tenant shall fully reimburse
Landlord for the entire cost thereof. Tenant may, without the consent of
Landlord, but at its own cost and expense and in good workmanlike manner erect
such shelves,
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bins, machinery and other trade fixtures as it may deem advisable, without
altering the basic character of the Building or Development and without
overloading the floor or damaging such Building or Development, and in each case
after complying with all applicable governmental laws, ordinances, regulations
and other requirements. All shelves, bins, machinery and trade fixtures
installed by Tenant may be removed by Tenant prior to the termination of this
Lease if Tenant so elects, and shall be removed by the date of termination of
this Lease or upon earlier vacating of the Premises if required by Landlord;
upon any such removal Tenant shall restore the Premises to their original
condition. All such removals and restoration shall be accomplished in a good and
workmanlike manner so as not to damage the primary structure or structural
quality of the Building.
11.01 Signs and Window Treatment. Tenant shall not install any signs upon the
Building or Development. Landlord will provide, at Tenant's request and cost,
Landlord's standard identification sign, which sign shall be removed by Tenant
upon termination of this Lease at which time Tenant shall restore the property
to the same condition as prior to installation of said sign. Tenant shall not
install drapes, curtains. blinds or any window treatment without Landlord's
prior written consent. Landlord may from time to time require Tenant to change
its signage to conform to a revised standard for the Building, provided Landlord
pays the cost of removing and replacing such signs. Landlord shall maintain all
signs and the cost thereof shall be charged to Tenant.
12.01 Inspections. Landlord and Landlord's agents and representatives shall have
the right to enter and inspect the Premises at any reasonable time during
business hours, for the purpose of ascertaining the condition of the Premises or
in order to make such repairs as may be required or permitted to be made by
Landlord under the terms of this lease. During the period that is six (6) months
prior to the end of the term hereof, Landlord and Landlord's agents and
representatives shall have the right to enter the Premises at any reasonable
time during business hours for the purpose of showing the Premises and shall
have the right to erect on the Premises a suitable sign indicating the Premises
are available. Tenant shall give written notice to Landlord at least thirty (30)
days prior to vacating the Premises and shall arrange to meet with Landlord for
a joint inspection of the Premises prior to vacating. In the event of Tenant's
failure to give such notice or arrange such joint inspection, Landlord's
inspection at or after Tenant's vacating the Premises shall be conclusively
deemed correct for purposes of determining Tenant's responsibility for repairs
and restoration.
13.01 Utilities. Tenant shall pay for all gas, heat, light, power, telephone,
and other utilities and services used on or from the Premises, including without
limitation, Tenant's proportionate share as determined by Landlord for the use
of such utilities which are not separately metered and any central station
signaling system installed in the Premises or the Building, together with any
taxes, penalties and surcharges or the like pertaining thereto and any
maintenance charges for utilities. Tenant shall furnish and install all electric
light bulbs, tubes and ballasts, other than those originally provided to the
Premises by Landlord. Landlord shall in no event be liable for any interruption
or failure of utility services on or to the Premises.
14.01 Assignment and Subletting. (a) Tenant shall not have the right to assign,
sublet, transfer or encumber this lease, or any interest therein, without the
prior written consent of Landlord. Any attempted assignment, subletting,
transfer or encumbrance by Tenant in violation of the terms and covenants of
this Paragraph shall be void. All cash or other proceeds of any assignment, such
proceeds as exceed the rentals called for hereunder in the case of a subletting
and all cash or other proceeds of any other transfer of
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Tenant's interest in this lease shall be paid to Landlord, whether such
assignment, subletting or other transfer is consented to by Landlord or not,
unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all
rights it might have or ever acquire in any such proceeds to Landlord. Any
assignment, subletting or other transfer of Tenant's interest in this lease
shall be for an amount equal to the then fair market value of such interest.
These covenants shall run with the land and shall bind Tenant and Tenant's
heirs, executors, administrators, personal representatives, representatives in
any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or
transferee of Tenant's interest in this lease (all such assignees, sublessees
and transferees being hereinafter referred to as "successors"), by assuming
Tenant's obligations hereunder shall assume liability to Landlord for all
amounts paid to persons other than Landlord by such successors in contravention
of this Paragraph. No assignment, subletting or other transfer, whether
consented to by Landlord or not, shall relieve Tenant of its liability
hereunder. Upon the occurrence of an 'event of default" as hereinafter defined,
if the Premises or any part thereof are then assigned or sublet, Landlord, in
addition to any other remedies herein provided, as provided by law, may at its
option collect directly from such assignee or subtenant all rents becoming due
to Tenant under such assignment or sublease and apply such rent against any sums
due to Landlord for Tenant hereunder, and no such collection shall be construed
to constitute a novation or a release of Tenant from the further performance of
Tenant's obligations hereunder.
(b) If this lease is assigned to any person or entity pursuant to the
provisions of the Bankruptcy Code 11 U.S.C. 101 et seq., (The "Bankruptcy
Code"), any and all monies or other considerations payable or otherwise to be
delivered in connection with such assignment shall be paid or delivered to
Landlord, shall be and remain the exclusive property of Landlord and shall not
constitute property of Tenant or of the estate of Tenant within the meaning of
the Bankruptcy Code. Any and all monies or other considerations constituting
Landlord's property under the preceding sentence not paid or delivered to
Landlord shall be hold in trust for the benefit of the Landlord and be promptly
paid or delivered to Landlord.
(c) Any person or entity to which this lease is assigned pursuant to
the provisions of the Bankruptcy Code, shall be deemed, without further act or
deed, to have assumed all of the obligations arising under this lease on and
after the date of such assignment. Any such assignee shall upon demand execute
and deliver to Landlord an instrument confirming such assumption.
15.01 Fire and Casualty Damage. (a) Landlord agrees to maintain insurance
covering the building of which the Premises are a part in an amount not less
than eighty (80%) percent (or such greater percentage as may be necessary to
comply with the provisions of any co-insurance clauses of the policy) of the
replacement cost thereof, insuring against the perils of Fire. Lightning,
Extended Coverage, Vandalism and Malicious Mischief, extended by Special
Extended Coverage Endorsement to insure against all other Risks of Direct
Physical Loss, such coverages and endorsements to be as defined, provided and
limited in the standard bureau forms prescribed by the insurance regulatory
authority for the state in which the Premises are situated for use by insurance
companies admitted in such state for the writing of such insurance on risks
located within such state. Subject to the provisions of subparagraphs 15.01 (c),
15.0 1 (d), and 15.01 (e) below. such insurance shall be for the sole benefit of
Landlord and under its sole control.
(b) If the building situated upon the Premises should be damaged or
destroyed by fire, tornado or other casualty, tenant shall give written notice
thereof to Landlord.
(c) If the buildings situated upon the Premises should be totally
destroyed by fire, tornado or other casualty, or if they should be so damaged
thereby that rebuilding or repairs cannot in Landlord's estimation be completed
within two hundred (200) days after the date upon which Landlord is notified by
Tenant of such damage, this lease shall terminate and the rent shall be abated
during the unexpired portion of this lease, effective upon the date of the
occurrence of such damage.
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(d) If the buildings situated upon the Premises should be damaged by
any peril covered by insurance to be provided by Landlord under subparagraph
15.01 (a) above, but only to such extent that rebuilding or repairs can in
Landlord's estimation be completed within two hundred (200) days after the date
upon which Landlord is notified by Tenant of such damage, this lease shall not
terminate, and Landlord shall at its sole cost and expense thereupon proceed
with reasonable diligence to rebuild and repair such buildings to substantially
the condition in which they existed prior to such damage, except that Landlord
shall not be required to rebuild, repair or replace any part of the partitions.
fixtures, additions and other improvements which may have been placed in, on or
about the Premises by Tenant and except that Tenant shall pay to Landlord upon
demand any amount by which Landlord's cost of such rebuilding, repair and/or
replacement exceeds net insurance proceeds paid to Landlord in connection with
such damage and except that Landlord may elect not to rebuild if such damage
occurs during the last year of the term of the lease exclusive of any option
which is unexercised at the time of such damage. If the Premises are
untenantable in whole or in part following such damage, the rent payable
hereunder during the period in which they are untenantable shall be reduced to
such extent as maybe fair and reasonable under all of the circumstances. In the
event that Landlord should fail to complete such repairs and rebuilding within
two hundred (200) days after the date upon which Landlord is notified by Tenant
of such damage, Tenant may at its option terminate this lease by delivering
written notice of termination to Landlord as Tenant's exclusive remedy,
whereupon all rights and or obligations hereunder shall cease and terminate.
Should construction be delayed because of changes, deletions, or additions in
construction requested by Tenant, strikes, lockouts, casualties, acts of God,
war, material or labor shortages, governmental regulation or control or other
causes beyond the reasonable control of Landlord, the period of restoration,
repair or rebuilding shall be extended for the time Landlord is so delayed.
(e) Notwithstanding anything herein to the contrary, in the event the
holder of any indebtedness secured by a mortgage or deed of trust covering the
Premises requires that the insurance proceeds be applied to such indebtedness,
then Landlord shall have the right to terminate this lease by delivering written
notice of termination to Tenant within fifteen (15) days after such requirement
is made by any such holder, whereupon all rights and obligations hereunder shall
cease and terminate.
(f) Each of Landlord and Tenant hereby releases the other from any loss
or damage to property caused by fire or any perils insured in policies of
insurance covering such property, even if such loss or damage shall have been
caused by the fault or negligence of the other party. or anyone for whom such
party may be responsible; provided, however, that this release shall be
applicable and in force and effect only with respect to loss or damage occurring
during such times as the releaser's policies shall contain a clause or
endorsement to the effect that any such release shall not adversely affect or
impair said policies or prejudice the right of the releaser to recover
thereunder and then only to the extent of the insurance proceeds payable under
such policies. Each of the Landlord and Tenant agrees that it will request its
insurance carriers to include in its policies such a clause or endorsement.
16.01 Liability. Landlord shall not be liable to Tenant or Tenant's employees,
agents, patrons or visitors, or to any other person whomsoever, for any injury
to person or damage to property on or about the Premises, resulting from and/or
caused in part or whole by the negligence or misconduct of Tenant, its agents,
servants or employees of any other person entering upon the Premises, or caused
by the buildings and improvements located on the Premises becoming out of
repair, or caused by leakage of gas, oil, water or steam or by electricity
emanating from the Premises, or due to any cause whatsoever, and Tenant hereby
covenants and agrees that it will at all times indemnify and hold safe and
harmless the property, the Landlord (including without
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limitation the trustee and beneficiaries if Landlord is a trust), Landlord's
agents and employees from any loss, liability, claims, suits, costs, expenses,
including without limitation attorney's fees and damages, both real and alleged,
arising out of any such damage or injury; except injury to persons or damage to
property the sole cause of which is the gross negligence of Landlord or the
failure of Landlord to repair any part of the Premises which Landlord is
obligated to repair and maintain hereunder within a reasonable time after the
receipt of written notice from Tenant of needed repairs. Tenant shall procure
and maintain throughout the term of the lease a policy or policies of insurance,
at its sole cost and expense, insuring both Landlord and Tenant against all
claims, demands or actions arising out of or in connection with (i) the
Premises; (ii) the condition of the Premises; (iii) Tenant's operations in and
maintenance and use of the Premises; and (iv) Tenant's liability assumed under
this lease, the limits of such policy or policies to be in the amount of not
less than $2,000,000 per occurrence in respect to injury to persons (including
death), and in the amount of not less than $250,000 per occurrence in respect to
property damage or destruction, including loss of use thereof. All such policies
shall be procured by Tenant from responsible insurance companies satisfactory to
Landlord. Certified copies of such policies, together with receipt evidencing
payment of premiums therefore, shall be delivered to Landlord prior to the
commencement date of this lease. Not less than fifteen (15) days prior to the
expiration date of any such policies, certified copies of the renewal thereof
(bearing notations evidencing the payment of renewal premiums) shall be
delivered to Landlord. Such policies shall further provide that not less than
thirty (30) days written notice shall be given to Landlord before such policy
may be canceled or changed to reduce insurance provided thereby.
17.01 Condemnation. (a) If the whole or any substantial part of the Premises or
Building should be taken for any public or quasi-public use under governmental
law, ordinance or regulation, or by right of eminent domain, or by private
purchase in lieu thereof and the taking would prevent or materially interfere
with the use of the Premises or Building for the purpose for which they are then
being used, this Lease shall terminate effective when the legal taking shall
occur as if the date of such taking were the date originally fixed in the Lease
for the expiration of the Term.
(b) If the part of the Premises or Building shall be taken for any
public or quasi-public use under governmental law, ordinance or regulation, or
by right of eminent domain, or by private purchase in lieu thereof, and this
Lease is not terminated as provided above, this Lease shall not terminate but
the rent payable hereunder during the unexpired portion of this Lease shall be
reduced to such extent as may be fair and reasonable under all of the
circumstances and Landlord shall undertake to restore the Premises to a
condition suitable for Tenant's use, as near to the condition thereof
immediately prior to such taking as is reasonably feasible under all the
circumstances.
(c) In the event of any such taking or private purchase in lieu
thereof, Landlord and Tenant shall each be entitled to receive and retain such
separate awards and/or portion of lump sum awards as may be allocated to their
respective interests in any condemnation proceedings; provided that Tenant shall
not be entitled to receive any award for the loss of any improvements paid for
by Landlord or for Tenant's loss of its leasehold interest, the right to such
award as to such items being hereby assigned by Tenant to Landlord.
18.01 Holding Over. Tenant will. at the termination of this lease by lapse of
time or otherwise, yield up immediate possession to Landlord with all repairs
and maintenance required herein to be performed by Tenant completed. If Landlord
agrees in writing that Tenant may hold over after the expiration or termination
of this lease, unless the parties hereto otherwise agree in writing on the terms
of such holding over, the hold over tenancy shall be subject to termination by
Landlord at any time upon not less than (5) days advance written notice, or by
Tenant at any time upon not less
9
than thirty (30) days advance written notice, and all of the other terms and
provisions of this lease shall be applicable during that period, except that
Tenant shall pay Landlord from time to time upon demand, as rental for the
period of any hold over, an amount equal to double the rent in effect on the
termination date, computed on a daily basis for each day of the hold over
period. Tenant shall also pay to Landlord all damages sustained by Landlord
resulting from retention of possession by Tenant, including the loss of any
proposed subsequent tenant for any portion of the Premises. No holding over by
Tenant, whether with or without consent of Landlord, shall operate to extend
this lease except as otherwise expressly provided. The preceding provisions of
this paragraph shall not be construed as consent for Tenant to hold over.
19.01 Quiet Enjoyment. Landlord represents and warrants that it has full right
and authority to enter into this Lease and that Tenant, upon paying the rental
herein set forth and performing its other covenants and agreement is herein set
forth, shall peaceably and quietly have, hold and enjoy the Premises for the
Term without hindrance or molestation from Landlord, subject to the terms and
provisions of this Lease. Landlord agrees to make reasonable efforts to protect
Tenant from interference or disturbance by other tenants or third persons;
however, Landlord shall not be liable for any such interference or disturbance,
not shall Tenant be released from any of the obligations of this Lease because
of such interference or disturbance. In the event this Lease is a sublease, then
Tenant agrees to take the Premises subject to the provisions of the prior lease.
20.01 Events of Default. The following events shall be deemed to be events of
default by Tenant under this lease: (a) Tenant shall fail to pay any installment
of the rent herein reserved when due, or any other payment or reimbursement to
Landlord required herein when due and such failure shall continue for a period
of five (5) days from the date such payment was due.
(b) Tenant or any guarantor of Tenant's obligations hereunder shall
generally not pay its debts as they become due or shall admit in writing its
inability to pay its debts or shall make a general assignment for the benefit of
creditors; or Tenant or any such guarantor shall commence any case, proceeding
or other action seeking to have an order for relief entered on its behalf as a
debtor to adjudicate it as bankrupt or insolvent, or seeking reorganization or
relief of debtors or seeking appointment of a receiver, trustee, custodian or
other similar official for it or for all or of any substantial part of its
property; or Tenant or any such guarantor shall take any action to authorize or
in contemplation of any of the actions set forth above in this paragraph; or
(c) Any case, proceeding or other action against Tenant or any
guarantor of Tenant's obligations hereunder shall be commenced seeking to have
an order for relief entered against it as debtor or to adjudicate it as bankrupt
or insolvent, or seeking reorganization. arrangement, adjustment, liquidation,
dissolution or composition of it or its debts under any law relating to'
bankruptcy, insolvency, reorganization or relief of debtors, or seeking
appointment of a receiver, trustee, custodian or other similar official for it
or for all or any substantial part of its property.
(d) A receiver or trustee shall be appointed for all or substantially
all of the assets of the Tenant.
(e) Tenant shall desert or vacate any substantial portion of the
Premises.
(f) Tenant shall fail to discharge any lien placed upon the Premises in
violation of Paragraph 26.01 hereof within twenty (20) days after any such lien
or encumbrance is filed against the Premises.
10
(g) Tenant shall fail to comply with any term, provision or covenant of
this lease (other than the foregoing in this Paragraph 20.01, and shall not cure
such failure within twenty (20) days after written notice thereof to Tenant.
(h) Tenant shall fail to continuously operate its business at the
Premises for the permitted use sot forth in Paragraph 5.01 whether or not Tenant
is in default of the rental payment due under this Lease.
20.02 Remedies. (a) Upon the occurrence of any of such events of default
described in Paragraph 20.01 hereof. Landlord shall have the option to pursue
any one or more of the following remedies without any notice or demand
whatsoever;
(1) Terminate this lease, in which event Tenant shall immediately
surrender the Premises to Landlord, and if Tenant fails so to
do, Landlord may, without prejudice to any other remedy which
it may have for possession or arrearages in rent, enter upon
and take possession of the Premises and expel or remove Tenant
and any other person who may be occupying such Premises or any
part thereof, by force if necessary, without being liable for
prosecution or any claim of damages therefore.
(2) Enter upon and take possession of the Premises and expel or
remove Tenant and any other person who may be occupying such
Premises or any part thereof. by force if necessary, without
being liable for prosecution or any claim for damages
therefore, and relet the Premises and receive the rent
therefore.
(3) Enter upon the Premises, by force if necessary, without being
liable for prosecution or any claim for damages therefore, and
do whatever Tenant is obligated to do under the terms of this
lease: and Tenant agrees to reimburse Landlord on demand for
any expenses which Landlord may incur in thus effecting
compliance with Tenant's obligations under this lease, and
Tenant further agrees that Landlord shall not be liable for
any damages resulting to the Tenant from such action, whether
caused by the negligence of Landlord or otherwise.
(4) Alter all locks and other security devices at the Premises
without terminating this lease.
(b) In the event Landlord may elect to regain possession of the
Premises by a forcible detainer proceeding, Tenant hereby specifically waives
any statutory notice which may be required prior to such proceeding, and agrees
that Landlord's execution of this lease is, in part, consideration for this
waiver.
(c) In the event Tenant fails to pay any installment of rent hereunder
as when such installment is due, to help defray the additional cost to Landlord
for processing such late payments Tenant shall pay to Landlord on demand a late
charge in an amount equal to five (5%) percent of such installment; and the
failure to pay such amount within five (5) days after demand therefore shall be
an event of default hereunder. The provision for such late charge shall be in
addition to all of Landlord's other rights and remedies hereunder or at law and
shall not be construed as liquidated damages or as limiting Landlord's remedies
in any manner.
(d) In the event Tenant's check, given to Landlord in payment. is
returned by the bank for non-payment. Tenant agrees to pay all expenses incurred
by Landlord as a result thereof.
11
(e) Exercise by Landlord of any one or more remedies hereunder granted
or otherwise available shall not be deemed to be an acceptance of surrender of
the Premises by Tenant, whether by agreement or by operation of law, it being
understood that such surrender ran be effected only by the written agreement of
Landlord and Tenant. No such alteration of locks or other security devices and
no removal or other exercise of dominion by Landlord over the property of Tenant
or others at the Premises shall be deemed unauthorized or constitute a
conversion, Tenant hereby consenting, after any event of default, to the
aforesaid exercise of dominion over Tenant's property within the Premises. All
claims for damages by reason of such re-entry and/or repossession and/or
alteration of locks or other security devices are hereby waived, as are all
claims for damages by reason of any distress warrant, forcible detainer
proceedings, sequestration proceedings or other legal process. Tenant agrees
that any re-entry by Landlord may be pursuant to judgment obtained in forcible
detainer proceedings or other legal proceedings or without the necessity for any
legal proceedings, as Landlord may elect, and Landlord shall not be liable for
trespass or otherwise. (f) In the event Landlord elects to terminate the lease
by reason of an event of default, then notwithstanding such termination, Tenant
shall be liable for and shall pay to Landlord, at the address specified for
notice to Landlord herein, the sum of all rental and other indebtedness accrued
to date of such termination, plus, as damages, an amount equal to the greater of
(i) the total rental hereunder for the remaining portion of the lease term (had
such term not been terminated by Landlord prior to the date of expiration and
(ii) the then present value of the then fair rental value of the Premises for
such period.
(g) In the event that Landlord elects to repossess the Premises without
terminating the lease, or in the event Landlord elects to terminate the lease,
then Tenant at Landlord's option, shall be liable for and shall pay to Landlord,
at the address specified for notice to Landlord herein, all rental and other
indebtedness accrued to the date of such repossession, plus rental required to
be paid by Tenant to Landlord during the remainder of the lease term until the
date of expiration of the term as stated in Section 3.01 diminished by any net
sums thereafter received by Landlord through reletting the Premises during said
period (after deducting expenses incurred by Landlord as provided in
subparagraph 20.02 (h). In no event shall Tenant be entitled to any excess of
any rental obtained by reletting over and above the rental herein reserved.
Actions to collect amounts due by Tenant to Landlord under this subparagraph may
be brought from time to time, on one or more occasions, without the necessity of
Landlord's waiting until expiration of the lease term.
(h) In case of any evenly of default or breach by Tenant, or threatened
or anticipatory breach or default, Tenant shall also be liable for and shall pay
to Landlord, at the address specified for notice to Landlord herein, in addition
to any sum provided to be paid above, brokers' fees incurred by Landlord in
connection with reletting the whole or any part of the Premises; the costs of
removing and storing Tenant's or other occupant's property; the costs of
repairing, altering, remodeling or otherwise putting the Premises into condition
acceptable to a new tenant or tenants, and all reasonable expenses incurred by
Landlord in enforcing or defending Landlord's rights and/or remedies including
reasonable attorney's fees.
(i) In the event of termination or repossession of the Premises for an
event of default. Landlord shall not have any obligation to relet or to attempt
to relet the Premises, or any portion thereof, or to collect rental after
reletting; and in the event of reletting, Landlord may relet the whole or any
portion of the Premises for any period to any tenant and for any use and
purpose.
(j) If Tenant should fail to make any payment or cure any default
hereunder within the time heroin permitted, Landlord, without being under any
obligations to do so and without thereby waiving such default, may make such
payment and/or remedy such other default for the account of Tenant (and enter
the Premises for such purpose), and thereupon Tenant shall be obligated to,
12
and hereby agrees, to pay Landlord upon demand, all costs, expenses and
disbursements (including reasonable attorney's fees) incurred by Landlord in
taking such remedial action.
(k) In the event that Landlord shall have taken possession of the
Premises pursuant to the authority herein granted then Landlord shall have the
right to keep in place and use all of the furniture, fixtures and equipment at
the Premises, including that which is owned or leased to Tenant at all times
prior to any foreclosure thereon by Landlord or repossession thereof by any
lessor thereof or third party having a lien thereon, Landlord shall also have
the right to remove from the Premises (without the necessity of obtaining a
distress warrant, writ of sequestration or other legal process) all or any
portion of such furniture, fixtures, equipment and other property located
thereon and to place same in storage at any Premises within the County in which
the Premises is located: and in such event, Tenant shall be liable to Landlord
for costs incurred by Landlord in connection with such removal and storage.
Landlord shall also have the right to relinquish possession of all or any
portion of such furniture, fixtures, equipment and other property to any person
('Claimant") claiming to be entitled to possession thereof who presents to
Landlord a copy of any instrument represented to Landlord by Claimant to have
been executed by Tenant (or an predecessor Tenant) granting Claimant the right
under various circumstances to take possession of such furniture, fixtures,
equipment or other property, without the necessity on the part of Landlord to
inquire into the authenticity of said instrument's copy of Tenant's or Tenant's
predecessor's signature(s) thereon and without the necessity of Landlord making
any nature of investigation or inquiry as to the validity of the factual or
legal basis upon which Claimant purports to act; and Tenant agrees to indemnify
and hold Landlord harmless from all cost, expense, loss, damage and liability
incident to Landlord's relinquishment of possession of all or any portion of
such furniture, fixtures, equipment or other property to Claimant. Any and all
property which may be removed from the Premises by Landlord pursuant to the
authority of this Lease or of Law, to which Tenant is or may be entitled, may be
handled, removed and stored, as the case may be, by or at the direction of
Landlord at the risk, cost and expense of Tenant, and Landlord shall in no event
be responsible for the value, preservation or safekeeping thereof. Tenant shall
pay to Landlord, upon demand any and all expenses incurred in such removal and
all storage charges against such property so long as the same shall be in
Landlord's possession or under Landlord's control. Any such property of Tenant
not retaken by Tenant from storage within thirty (30) days after the removal
from the Premises shall conclusively be presumed to have been conveyed by Tenant
to Landlord under this Lease as a xxxx of sale without further payment or credit
by Landlord to Tenant. The rights of Landlord herein stated shall be in addition
to any and all other rights which Landlord has or may hereafter have at law or
in equity; and Tenant stipulates and agrees that the rights herein granted
Landlord are commercially reasonable.
21.01 Rights Reserved to Landlord. Landlord reserves and may exercise the
following rights without affecting Tenant's obligations hereunder:
(a) To change the name or the street address of the Building or the
Development;
(b) To install and maintain a sign or signs on the exterior of the
Building:
(c) To designate all sources furnishing sign painting and lettering,
lamps and bulbs used on the Premises;
(d) To retain at all times pass keys to the Premises;
(e) To grant to anyone the exclusive right to conduct any particular
business or undertaking in the Building or the Development;
(f) To change the arrangement and/or location of entrances and
corridors in and to the Building and to add, remove, rename or
modify buildings, roadways, parking areas, walkways, landscaping,
lakes, grading and other improvements in or to the Development.
13
22.01 Relocation of Premises. Landlord reserves the right to relocate Tenant
during the Term to other Premises in the Building or in another building within
the Development (the "New Premises"), in which event the New Premises shall be
deemed to be the Premises for all purposes under this Lease, provided: (a) the
New Premises shall be similar to the Premises in area and appropriateness for
the use of Tenant's purposes: (b) if Tenant is then occupying the Premises,
Landlord shall pay the reasonable expense of moving Tenant, its property and
equipment to the New Premises and such moving shall be done at such time and in
such manner so as to cause the least inconvenience to Tenant; (c) Landlord shall
give to Tenant not less than thirty (30) days prior written notice of such
substitution; and (d) Landlord shall, at its sole cost, improve the New Premises
with improvements substantially similar to those located in the Premises.
23.01 Landlord's Lien. In addition to any statutory lien for rent in Landlord's
favor, Landlord shall have and Tenant hereby grants to Landlord a continuing
security interest for all rentals and other sums of money becoming due hereunder
from Tenant, upon all goods, wares, equipment, fixtures, furniture, inventory,
accounts, contract rights, chattel paper and other personal property of Tenant
situated on the Premises, and such property shall not be removed therefrom
without the consent of Landlord until all arrearages in rent as well as any and
all other sums of money then due to Landlord hereunder shall first have been
paid and discharged. In the event of a default under this Lease, Landlord shall
have, in addition to any other remedies provided herein or by law, all rights
and remedies under the Uniform Commercial Code, including without limitation the
right to sell the property described in this Section at public or private sale
upon five (5) days notice to Tenant. Tenant hereby agrees to execute such
financing statements and other instruments necessary or desirable in Landlord's
discretion to perfect the security interest hereby created.
24.01 Subordination. Tenant accepts this Lease subject and subordinate to any
mortgage and/or deed of trust now or at any time hereafter constituting a lien
or charge upon the Development, the Building, or the Premises, without the
necessity of any act or execution of any additional instrument of subordination;
provided, however, that if the mortgagee, trustee, or holder of any such
mortgage or deed of trust elects to have Tenant's interest in this Lease
superior to any such instrument, then by notice to Tenant from such mortgagee,
trustee or holder, !his Lease shall be deemed superior to such lien, whether
this Lease was executed before or after said mortgage or deed of trust. Tenant
shall at any time hereafter on demand execute any instruments, releases or other
documents which may be required by any mortgagee for the. purpose of evidencing
the subjection and subordination of this Lease to the lien of any such mortgage
or for the purpose of evidencing the superiority of this Lease to the lien of
any such mortgage as may be the case.
25.01 Mechanics Liens and Other Taxes. (a) Tenant shall have no authority,
express or implied, to create or place any lien or encumbrance of any kind or
nature whatsoever upon, or in any manner to bind the interests of Landlord in
the Premises or to charge the rentals payable hereunder for any claim in favor
of any person dealing with Tenant, including those who may furnish materials or
perform labor for any construction or repairs, and each such claim shall affect
and each such lien shall attach to, if at all, only the leasehold interest
granted to Tenant by this instrument. Tenant covenants and agrees that it will
pay or cause to be paid all sums legally due and payable by it on account of any
labor performed or materials furnished in connection with any work performed on
the Premises on which any lien is or can be validly and legally asserted against
its leasehold interest in the Premises or the improvements thereon and that it
will save and hold Landlord harmless from any and all loss, cost or expense
based on or arising out of asserted claims or liens against the leasehold estate
or against the right, title and interest of the Landlord in the Premises or
under the terms of this lease. Tenant agrees to give Landlord immediate written
notice it any lien or encumbrance is placed on the Premises.
14
(b) Tenant shall be liable for all taxes levied or assessed against
personal property, furniture or fixtures placed by Tenant in the Premises. If
any such taxes for which Tenant is liable are levied or assessed against
Landlord or Landlord's property and it 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.
26.01 Notices. Each provision of this instrument or of any applicable
governmental laws, ordinances, regulations and other requirements with reference
to the sending, mailing or delivery of any notice or the making of any payment
shall be deemed to be complied with when and if the following steps are taken:
(a) All rent and other payments required to be made by Tenant to
Landlord shall be payable to: Principal Mutual Life Insurance Company or to such
other entity at the such other address as Landlord may specify from time to time
by written notice delivered in accordance herewith.
(b) Any notice or document required or permitted to be delivered
hereunder shall be deemed to be delivered, whether actually received or not,
when deposited in the United States Mail, postage prepaid, Certified or
Registered Mail, addressed to the parties hereto at the respective addresses set
out below, or at such other address as they have theretofore specified by
written notice delivered in accordance herewith:
Landlord: Principal Mutual Life Tenant::
Insurance Company Peregrine Industries, Inc.
000 Xxxx Xxxxxx 000 Xxxxx Xxxxxxxx Xxxxx
Xxx Xxxxxx, Xxxx 00000 Xxxxxxxxx Xxxxx, Xxxxxxx 00000
and
Xxxxxxxx Xxxx Company
0000 Xxxxx Xxxxxxx Xxxxxxx
Xxxxx 000
Xxxx Xxxxx, XX 00000
If and when included within the term "Landlord", or "Tenant-, as used
in this instrument, there is more than one person, firm or corporation, all
shall jointly arrange among themselves for their joint execution of such a
notice specifying some individual at some specific address for the receipt of
notices and payments. All parties included within the terms "Landlord" and
'Tenant", respectively, shall be bound by notices given in accordance with the
provisions of this paragraph to the same effect as if each had received such
notice.
27.01 Miscellaneous. (a) Words of any gender used in this Lease shall be held or
construed to include any other gender, and words in the singular number shall be
hold to include the plural, unless the context otherwise requires.
(b) The terms, provisions and covenants and conditions contained in
this Lease shall apply to, inure to the benefit of, and be binding upon, the
parties hereto and upon their respective heirs. legal representatives,
successors and permitted assigns, except as otherwise herein expressly provided.
Landlord shall have the right to assign any of its rights and obligations under
15
this Lease and Landlord's grantee or Landlord's successor, as the case may be,
shall upon such assignment, become Landlord hereunder, thereby freeing and
relieving the grantor or assignor, as the case may be, of all covenants and
obligations of Landlord hereunder. Each party agrees to furnish to the other,
promptly upon demand, a corporate resolution, proof of due authorization by
partners, or other appropriate documentation evidencing the due authorization of
such party to enter into this Lease. Nothing herein contained shall give any
other tenant in the Development or the Building any enforceable rights either
against Landlord or Tenant as a result of the covenants and obligations of
either party set forth herein. If there is more than one Tenant, the obligations
of Tenant shall be joint and several. Any indemnification of, insurance of, or
option granted to Landlord shall also include or be exercisable by Landlord's
agents and employees.
(c) The captions inserted in this Lease are for convenience only and in
no way define, limit or otherwise describe the scope or intent of this Lease, or
any provision hereof, or in any way affect the interpretation of this Lease.
(d) In no event shall Landlord's liability for any breach of this Lease
exceed the amount of rental then remaining unpaid for the then current Term
(exclusive of any renewal periods which have not then actually commenced). This
provision is not intended to be a measure or agreed amount of Landlord's
liability with respect to any particular breach and shall not be utilized by any
court or otherwise for the purpose of determining any liability of Landlord
hereunder, except only as a maximum amount not to be exceeded in any event. In
addition, it is expressly understood and agreed that nothing in this Lease shall
be construed as creating any liability against Landlord, or its successors and
assigns, personally, and in particular without limiting the generality of the
foregoing, there shall be no personal liability to pay any indebtedness accruing
hereunder or to perform any covenant, either express or implied, herein
contained, and that all personal liability of Landlord, or its successors and
assigns, of every sort, if any, is hereby expressly waived by Tenant, and that
so far as Landlord, or its successors and assigns is concerned Tenant shall look
solely to the Building for the payment thereof.
(e) Except as set forth in Section 8.01 above, this Lease may not be
altered, changed or amended except by an instrument in writing signed by both
parties hereto.
(f) All obligations of Tenant not fully performed as of the expiration
or earlier termination of the term of this Lease shall survive the expiration or
earlier termination of the Term, including without limitation, all payment
obligations with respect to Operating Costs and all obligations concerning the
condition of the Premises. Upon the expiration or earlier termination of the
Term. and prior to Tenant vacating the Premises, Landlord and Tenant shall
jointly inspect the Premises and Tenant shall pay to Landlord any amount
estimated by Landlord as necessary to put the Premises, including without
limitation heating and air conditioning systems and equipment therein, in good
condition and repair. Any work required to be done by Tenant prior to its
vacation of the Premises which has not been completed upon such vacation, shall
be completed by Landlord and billed to Tenant at cost plus fifteen percent.
Tenant shall also, prior to vacating the Premises, pay to Landlord the amount,
as estimated by Landlord, of Tenant's obligation hereunder for Operating Costs.
All such amounts shall be used and held by Landlord for payment of such
obligations of Tenant hereunder, with Tenant being liable for any additional
costs therefor upon demand by Landlord, or with any excess to be returned to
Tenant after all such obligations have been determined and satisfied, as the
case may be. Any security deposit held by Landlord shall be credited against the
amount payable by Tenant under this Section.
(g) If any clause, provision or portion of this Lease or the
application thereof to any person or circumstance shall be invalid or
unenforceable under applicable law, such event shall not
16
affect, impair or render invalid or unenforceable the remainder of this Lease
nor any other clause, phrase, provision or portion hereof, nor shall if affect
the application of any clause, phrase, provision or portion hereof to other
persons or circumstances, and it is also the intention of the parties to this
Lease that in lieu of each such clause, phrase, provision or portion of this
Lease that is invalid or unenforceable, there be added as a part of this Lease a
clause, phrase, provision or portion as similar in terms to such invalid or
unenforceable clause, phrase, provision or portion as may be possible and be
valid and enforceable.
(h) Submission of this Lease shall not be deemed to be a reservation of
the Premises. Landlord shall not be bound hereby until its delivery to Tenant of
an executed copy hereof signed by Landlord, already having been signed by
Tenant, and until such delivery Landlord reserves the right to exhibit and lease
the Premises to other prospective tenants. Notwithstanding anything contained
herein to the contrary Landlord may withhold delivery of possession of the
Premises from Tenant until such time as Tenant has paid to Landlord the security
deposit required hereunder and the first month's rent as required hereunder, and
any other sums required hereunder.
(i) Tenant shall at any time and from time to time within ten (10 )
days after written request from Landlord, execute and deliver to Landlord an
estoppel certificate, in form reasonable satisfactory to Landlord.
(j) Whenever a time period is prescribed for action to be taken by
Landlord, Landlord shall not be liable or responsible for, and there shall be
excluded from the computations for any such time period, any delays due to
causes beyond the control of Landlord.
(k) 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 a 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. The above statement is incorporated in the lease as a
requirement in order to comply with Florida Statute 404.056(8).
28.01 Effective Date. All references in this Lease to "the date hereof" or
similar references shall be deemed to refer to the last date in point of time,
on which all parties hereto have executed this Lease.
The parties tending to be bound hereby execute or cause this Lease to
be executed this 22nd day of August, 1996.
WITNESSES: LANDLORD:
Principal Mutual Life Insurance Company,
an Iowa corporation
__________________________________ ________________________________________
__________________________________
By:_____________________________________
Xxxxxxx X. Xxxxxx, Assistant Director
________________________________________
Title: Commercial Real Estate Equities
17
TENANT:
Peregrine Industries, Inc., a Florida
corporation
__________________________________ ________________________________________
__________________________________
By:_____________________________________
________________________________________
Title: President
18
RIDER TO THE LEASE AGREEMENT BETWEEN
PRINCIPAL MUTUAL LIFE INSURANCE COMPANY, AN
IOWA CORPORATION, ("LANDLORD") AND
PEREGRINE INDUSTRIES, INC. ("TENANT")
FOR PREMISES LOCATED AT
000 Xxxxx Xxxxxxxx Xxxxx, Xxxxxxxxx Xxxxx, Xxxxxxx 00000
29.01 Base Rent:: Supplementing Paragraph 3.01 of the Lease, Tenant agrees to
pay Base Rent according to the following schedule:
Month Monthly Base Rent Annual Base Rent
----- ----------------- ----------------
1-12 $5,469.40 $65,632.80 1/14/96 - 10/31/97
13-24 $5,742.87 $68,914.44 11/1/97 - 10/31/98
25-36 $6,030.01 $72,360.12 11/1/98 - 10/31/99
30.01 Tenant Improvements: Landlord shall perform, or cause to be performed,
certain Tenant Improvements ("Tenant Improvements") to the Premises as
set forth in Exhibit C, attached and made a part hereof and mutually
agreed upon by Landlord and Tenant. Tenant shall perform, or cause to
be performed certain Tenant Improvements to the Premises as set forth
in Exhibit C, attached and made a part hereof and mutually agreed upon
by Landlord and Tenant. In no event shall Landlord incur any cost in
connection with the Tenant Improvements in excess of $1,000.00
("Landlord's Share") which includes the cost of all materials, labor,
permit fees, inspection fees, architectural fees and Landlord's 5%
construction management fee, computed upon Landlord's Share only. All
improvement costs in excess of Landlord's Share shall be borne solely
by Tenant ("Tenant's Share"). Tenant's Share, if any, shall be paid by
Tenant as additional rent, one-half upon construction commencement and
the balance upon occupancy.
All work not within the scope of Landlord's construction of the
Premises, including, but not limited to the furnishing and installation
of floor covering other than Building Standard, furniture, telephone
equipment, and office equipment, shall be furnished and installed by
Tenant at Tenant's expense. Tenant shall conduct its work in such a
manner as to maintain harmonious labor relations and as to not to
interfere unreasonably with or delay the work of Landlord's contractors
or the subcontractors of other tenants. Tenant's contractors,
subcontractors, and labor shall be reasonably approved by Landlord and
shall be subject to the administration supervision of Landlord's
construction supervisor. Contractors and subcontractors engaged by
Tenant shall employ persons and means to insure so far as may be
possible the progress of the work without interruption on account of
strikes, work stoppages, or similar causes for delay. Landlord shall
give access to the Premises to Tenant to adapt the Premises for
Tenant's use provided, however, that if such entry is prior to the Rent
Commencement Date, such entry shall be subject to all of the terms and
conditions of the Lease except the payment of rent, and such entry
shall not delay the Rent Commencement Date. All work performed by
Tenant 'or at Tenant's expense shall conform to and comply with any and
all local, state, and federal building codes, ordinances, and the
N.F.P.A. Life Safety Code.
19
RIDER TO THE LEASE AGREEMENT BETWEEN
PRINCIPAL MUTUAL LIFE INSURANCE COMPANY, AN
IOWA CORPORATION, ("LANDLORD") AND
PEREGRINE INDUSTRIES, INC. ("TENANT")
FOR PREMISES LOCATED AT
000 Xxxxx Xxxxxxxx Xxxxx, Xxxxxxxxx Xxxxx, Xxxxxxx 00000
(continued)
31.01 Indemnification: The Tenant will indemnify and hold harmless the
Landlord against and from any and all claims arising from (i) the
Tenant's occupancy of the Premises, (including, but not limited to,
statutory liability and liability under workers' compensation laws),
(ii) any breach or default in the performance of any obligation on the
Tenant's part to be performed under the terms of this Lease, (iii) any
act or negligence of the Tenant, or any officer, agent, employee,
guest, or invitee of the Tenant, (iv) all costs, reasonable attorneys'
fees, expenses and liabilities incurred in or about any such claim or
any action or proceeding brought thereon, and, in any case, action or
proceeding brought against the Landlord by reason of any such claim.
The Tenant upon notice from the Landlord will defend the same at the
Tenant's expense.
The Tenant, as a material part of the consideration to the Landlord
assumes all risk of damage to property or injury to persons, in, upon
or about the Premises, (i) except that the Tenant does not assume any
risk for damage to the Tenant resulting from the willful misconduct or
gross negligence of the Landlord or its authorized representatives,
(ii) from any cause whatsoever except that which is caused by the
failure of the Landlord to observe any of the terms and conditions of
the Lease if such failure has persisted for an unreasonable period of
time after written notice of such failure.
The Landlord is not liable for any claims, costs or liabilities arising
out of or in connection with the acts or omissions of any other tenants
in the Building. The Tenant waives all of its claims in respect thereof
against the Landlord.
32.01 Insurance By Tenant: Tenant shall, during the Lease Tenn, procure at
its expense and keep in force the following insurance:
(1) Commercial general liability insurance naming the Landlord as
an additional insured against any and all claims for bodily
injury and property damage occurring in, or about the Premises
arising out of Tenant's use and occupancy of the Premises.
Such insurance shall have a combined single limit of not less
than One Million Dollars ($ 1,000,000) per occurrence with a
Two Million Dollar ($2,000,000) aggregate limit and excess
umbrella liability insurance in the amount of Two Million
Dollars ($2,000,000). If the Tenant has other locations that
it owns or leases, the policy shall include an aggregate limit
per location endorsement. Such liability insurance shall be
primary and not contributing to any insurance available to
Landlord and Landlord's insurance shall be in excess thereto.
In no event shall the
20
RIDER TO THE LEASE AGREEMENT BETWEEN
PRINCIPAL MUTUAL LIFE INSURANCE COMPANY, AN
IOWA CORPORATION, ("LANDLORD") AND
PEREGRINE INDUSTRIES, INC. ("TENANT")
FOR PREMISES LOCATED AT
000 Xxxxx Xxxxxxxx Xxxxx, Xxxxxxxxx Xxxxx, Xxxxxxx 00000
(continued)
limits of such insurance be considered as limiting the
liability of Tenant under this lease.
(2) Personal property insurance insuring all equipment, trade
fixtures, inventory, fixtures and personal property located on
or in the Premises for perils covered by the cause of loss -
special form (all risk) except, coverage for flood, earthquake
and boiler and machinery. Such insurance shall be written on a
replacement cost basis in an amount equal to one hundred
percent (100%) of the full replacement value of the aggregate
of tile foregoing.
(3) Workers' compensation insurance in accordance with statutory
law and employers' liability insurance with a limit of not
less than $100,000 per employee and $500,000 per occurrence.
(4) Such other insurance as Landlord deems reasonably necessary
and prudent or required by Landlord's beneficiaries or
mortgagees of any deed of trust or mortgage encumbering the
Premises.
The policies required to be maintained by Tenant shall be with
companies rated AX or better in the most current issue of Best's
Insurance Reports. Insurers shall be licensed to do business in the
state in which the Premises are located and domiciled in the USA. Any
deductible amounts under any insurance policies required hereunder
shall not exceed $1,000. Certificates of insurance (certified copies of
the policies may be required) shall be delivered to Landlord prior to
the commencement date and annually thereafter at least thirty (30) days
prior to the expiration date of the old policy. Tenant shall have the
right to provide insurance coverage which it is obligated to carry
pursuant to the terms hereof in a blanket policy, provided such blanket
policy expressly affords coverage to the Premises and to Landlord as
required by this Lease. Each policy of insurance shall provide
notification to Landlord at least thirty (30) days prior to any
cancellation or modification to reduce the insurance coverage.
This clause shall supplement the clause in the body of the Lease
Paragraph 16.01.
21
RIDER TO THE LEASE AGREEMENT BETWEEN
PRINCIPAL MUTUAL LIFE INSURANCE COMPANY, AN
IOWA CORPORATION, ("LANDLORD") AND
PEREGRINE INDUSTRIES, INC. ("TENANT")
FOR PREMISES LOCATED AT
000 Xxxxx Xxxxxxxx Xxxxx, Xxxxxxxxx Xxxxx, Xxxxxxx 00000
(continued)
33.01 Waiver of Subrogation: Landlord and Tenant hereby mutually waive their
respective rights to recovery against each other for any loss of, or
damage to, either parties' property, to the extent that such loss or
damage is insured by an insurance policy required by its insurer
whereby the insurer waives its rights of subrogation against the other
party. The provisions of this clause shall not apply in those instances
in which waiver of subrogation would cause either party's insurance
coverage to be voided or other-wise made uncollectible.
34.01 Acceptance of Premises/Tenant Improvements: Tenant acknowledges that it
has inspected the Premises, knows the condition thereof, and accepts
such Premises, and specifically the buildings and improvements
comprising the same, in their present condition, as suitable for the
purposes for which the Premises are ]eased, subject to landlord's
completion of the Tenant Improvements described in Paragraph 30.01. If
this lease is executed before the Premises become vacant or otherwise
available and ready for occupancy, of if any present tenant or occupant
of the Premises holds over, and Landlord cannot, using good faith
efforts, acquire possession of the Premises prior to the date above
recited as the commencement date of this lease, Landlord shall not be
deemed to be in default hereunder, nor in any way liable to Tenant
because of such failure, and Tenant agrees to accept possession of the
Premises at such time as Landlord is able to tender the same.
35.01 Insurance By Landlord: Landlord shall, during the Lease Term, procure
and keep in force the following insurance, the cost of which shall be
deemed as Tenant's Proportionate Share of Operating Costs payable, by
Tenant pursuant to Paragraph 7.02:
(1) Property insurance insuring the building and improvements and
rental value insurance for perils covered by the causes of
loss - special form (all risk) and in addition coverage for
flood, earthquake and boiler and machinery (if applicable).
Such coverage (except for flood and earthquake) shall be
written on a replacement cost basis equal to ninety percent
(90%) of the full insurable replacement value of the foregoing
and shall not cover Tenant's equipment, trade fixtures,
inventory, fixtures or personal property located on or in the
Premises.
(2) Commercial general liability insurance against any and all
claims for bodily injury and property damage occurring in or
about the Building or the Land. Such insurance shall have a
combined single limit of not less than One Million Dollars
($1,000,000) per occurrence per location with a Two Million
Dollar ($2,000,000) aggregate limit.
22
RIDER TO THE LEASE AGREEMENT BETWEEN
PRINCIPAL MUTUAL LIFE INSURANCE COMPANY, AN
IOWA CORPORATION, ("LANDLORD") AND
PEREGRINE INDUSTRIES, INC. ("TENANT")
FOR PREMISES LOCATED AT
000 Xxxxx Xxxxxxxx Xxxxx, Xxxxxxxxx Xxxxx, Xxxxxxx 00000
(continued)
(3) Such other insurance as Landlord deems necessary and prudent
or required by Landlord's beneficiaries or mortgagees of any
deed of trust or mortgage encumbering the Premises.
36.01 ADA - General Compliance: Tenant, at Tenant's sole expense, shall
comply with all laws, rules, orders, ordinances, directions,
regulations and requirements of federal, state, county and municipal
authorities now in force or which may hereafter be in force, which
shall impose any duty upon the Landlord or Tenant with respect to the
use, occupation or alteration of the Premises, and that the Tenant
shall use all reasonable efforts to fully comply with the Americans
With Disabilities Act.
37.01 Hazardous Substance - General: The term "Hazardous Substances," as used
in this lease shall mean pollutants, contaminants, toxic or hazardous
wastes, or any other substances the use and/or the removal of which is
required or the use of which is restricted, prohibited or penalized by
any "Environmental Law," which term shall mean any federal, state or
local law, ordinance or other statute of a governmental or
quasi-governmental authority relating to pollution or protection of the
environment. Lessee hereby agrees that (i) no activity will be
conducted on the Premises that will produce any Hazardous Substance,
except for such activities that are part of the ordinary course of
Lessee's business activities (the "Permitted Activities") provided said
Permitted Activities are conducted in advance in writing by Lessor;
Lessee shall be responsible for obtaining any required permits and
paying any fees and providing any testing required by any governmental
agency, (ii) the Premises will not be used in any manner for the
storage of any Hazardous Substances except for the temporary storage of
such materials that are used in the ordinary course of Lessee's
business (the "Permitted Materials") provided such permitted Materials
are properly stored in a manner and location meeting all Environmental
Laws and approved in advance in writing by Lessor; Lessee shall be
responsible for obtaining any required permits and paying any fees and
providing any testing required by any governmental agency; (iii) no
portion of the Premises will be used as a landfill or a dump; (iv)
Lessee will not install any underground tanks of any type; (v) Lessee
will not allow any surface or subsurface conditions to exist or come
into existence that constitute, or with the passage of time may
constitute a public or private nuisance; (vi) Lessee will not permit
any Hazardous Substances to be brought into tile Premises, except for
the Permitted Materials described below, and if so brought or found
located thereon, the same shall be immediately removed, with proper
disposal, and all required cleanup procedures shall be diligently
undertaken pursuant to all Environmental Laws. Lessor or Lessor's
representative shall have the right but not the obligation to enter the
Premises for the purpose of inspecting the storage, use and disposal of
Permitted
23
RIDER TO THE LEASE AGREEMENT BETWEEN
PRINCIPAL MUTUAL LIFE INSURANCE COMPANY, AN
IOWA CORPORATION, ("LANDLORD") AND
PEREGRINE INDUSTRIES, INC. ("TENANT")
FOR PREMISES LOCATED AT
000 Xxxxx Xxxxxxxx Xxxxx, Xxxxxxxxx Xxxxx, Xxxxxxx 00000
(continued)
Materials to ensure compliance with all Environmental Laws. Should it
be determined, in Lessor's sole opinion, that said Permitted Materials
are being improperly stored, used, or disposed of, then Lessee shall
immediately take such corrective action as requested by Lessor. Should
Lessee fall to take such corrective action within 24 hours, Lessor
shall have the right to perform such work and Lessee shall promptly
reimburse Lessor for any and all costs associated with said work. If at
any time during or after the term of the lease, the Premises is found
to be so contaminated or subject to said conditions, Lessee shall
diligently institute proper and thorough cleanup procedures at Lessee's
sole cost, and Lessee agrees to indemnify and hold Lessor harmless from
all claims, demand, actions, liabilities, costs, expenses, damages and
obligations of any nature arising from or as a result of the use of the
Premises by Lessee. The foregoing indemnification and the
responsibilities of Lessee shall survive the termination or expiration
of this Lease.
38.01 Landlord's Lien Protection: Tenant has no power to subject Landlord's
interest in the dernised Premises to any claim or lien of any kind or
character and any persons dealing with Tenant must look solely to the
credit of the Tenant for payment. Neither Tenant nor anyone claiming
by, through or under Tenant, including, without limitation,
contractors, subcontractors, materialmen, mechanics and laborers, shall
have any right to file or place mechanic's, materialmen's or other
liens of any kind whatsoever upon the dernised Premises or upon the
tract of land described on Exhibit A, or any portion thereof, on the
contrary, any such liens are specifically prohibited and shall be null
and void and of no further force or effect.
39.01 Brokers Disclosure: Tenant covenants, warrants and represents that no
broker or finder except Xxxxxxxx Xxxx Realty Services, Inc. ("Broker")
were instrumental in consummating this Lease and that Tenant has had no
conversations or negotiations with any broker, except Broker,
concerning the subject matter of this Lease. Tenant agrees hereby to
indemnify and hold Landlord harmless against and from any and all
claims for any brokerage commissions or fees and all costs, expenses
and liabilities, including, without limitation, attorneys' fees and
expenses, arising out of any conversations or negotiations had by
Tenant with any broker, except Broker, or any breach of the foregoing
covenant, warranty and representation.
24
RIDER TO THE LEASE AGREEMENT BETWEEN
PRINCIPAL MUTUAL LIFE INSURANCE COMPANY, AN
IOWA CORPORATION, ("LANDLORD") AND
PEREGRINE INDUSTRIES, INC. ("TENANT")
FOR PREMISES LOCATED AT
000 Xxxxx Xxxxxxxx Xxxxx, Xxxxxxxxx Xxxxx, Xxxxxxx 00000
(continued)
40.01 Prevailing Party: The parties hereto shall have all remedies existing
in law and equity to enforce the terms of or obligations arising out of
the Lease. In the event any legal action or proceeding is commenced to
interpret or enforce the terms of or obligations arising out of the
Lease, or to recover damages for the breach thereof, the party
prevailing in any such action or proceeding shall be entitled to
recover reasonable attorney's fees, court costs and expenses, at both
trial and appellate levels.
41.01 Utilities: Tenant's use and access to public utilities (including, but
not limited to telephone, electricity and water) shall be limited to
Tenant's Proportionate Share as defined in Paragraph 8.01 of the Lease.
25
Quorum Business Center 4
EXHIBIT A
LEGAL DESCRIPTION
Approximately 16,008 square feet of office and/or warehouse space located in a
building containing approximately 65,479 square feet situated on a portion of
approximately 15.2046 acres on Xxxx 0, 0 xxx 0 Xxxxxxxxx Xxxxxxxx Park,
according to the plat thereof as recorded in Plat Book 111, page 15, of the
Public Records of Broward County, Florida and being more particularly described
as 000 Xxxxx Xxxxxxxx Xxxxx, Xxxxxxxxx Xxxxx, Xxxxxxx as shown in Exhibit A.
Further described as Quorum Business Park situated within a development known as
Quorum Business Park Buildings 2 through 6 consisting of approximately 334,535
square feet.
26
RIDER TO THE LEASE AGREEMENT BETWEEN
PRINCIPAL MUTUAL LIFE INSURANCE COMPANY, AN
IOWA CORPORATION, ("LANDLORD") AND
PEREGRINE INDUSTRIES, INC. ("TENANT")
FOR PREMISES LOCATED AT
000 Xxxxx Xxxxxxxx Xxxxx, Xxxxxxxxx Xxxxx, Xxxxxxx 00000
(continued)
The parties intending to be bound hereby execute or cause this Rider to be
executed this 22nd day of August, 1996.
WITNESS LANDLORD
By: Principal Mutual Life Insurance Company,
------------------------------- an Iowa corporation
By: By: Xxxxxxx X. Xxxxxx
------------------------------- -------------------------------------
Xxxxxxx X. Xxxxxx
Title: Assistant Director Commercial Real
----------------------------------
Estate Equities
----------------------------------
WITNESS TENANT
By: Peregrine Industries, Inc., a Florida
------------------------------- corporation
By: By:
------------------------------- -------------------------------------
Title: President
----------------------------------
27
Quorum Business Center 4
EXHIBIT A
LEGAL DESCRIPTION
Approximately 16,008 square feet of office and/or warehouse space located in a
building containing approximately 65,479 square feet situated oil a portion of
approximately 15.2046 acres on Xxxx 0, 0 xxx 0 Xxxxxxxxx Xxxxxxxx Park,
according to the plat thereof as recorded in Plat Book 111, page 15, of the
Public Records of Broward County, Florida and being more particularly described
as 000 Xxxxx Xxxxxxxx Xxxxx, Xxxxxxxxx Xxxxx, Xxxxxxx as shown in Exhibit A.
Further described as Quorum Business Park situated within a development known as
Quorum Business Park Buildings 2 through 6 consisting of approximately 3334,535
square feet.
28
MEMORANDUM OF LEASE
(continued)
As to Tenant TENANT
STATE OF FLORIDA
COUNTY OF BROWARD
The foregoing instrument was acknowledged before me this 15th day of
August, 1996, by Xxxxxxx Xxxxxxxxx, a President of Peregrine Industries on
behalf of the Company. The above-named individual o is personally known to me,
or o has produced the following identification personally known which is current
or has been issued within the past five years and bears a serial or other
identifying number and did (did not) take an oath.
-----------------------------------------
Print Name
-------------------------------
NOTARY PUBLIC STATE OF FLORIDA
Commission Number: CC322350
-----------------------
My Commission Expires: 10./11/97
-------------------
LANDLORD
Principal Mutual Life Insurance Company,
an Iowa corporation
By: Xxxxxxx X. Xxxxxx
--------------------------------------
Xxxxxxx X. Xxxxxx
Title: Assistant Director Commercial Real
-----------------------------------
Estate Equities
-----------------------------------
As to Landlord LANDLORD
STATE OF FLORIDA
COUNTY OF BROWARD
The foregoing instrument was acknowledged before me this 22nd day of
August, 1996, by Xxxxxxx X. Xxxxxx, an Assistant Director of Commercial Real
Estate Equities of Principal Mutual Life Insurance Company on behalf of the
Corporation. The above-named individual / / is personally known to me, or
/ / has produced the following identification _____________ which is current or
has been issued within the past five years and bears a serial or other
identifying number and did (did not) take an oath.
29
------------------------------------
Print Name
--------------------------
NOTARY PUBLIC STATE OF FLORIDA
Commission Number:
------------------
My Commission Expires:
--------------
30
EXHIBIT C
Landlord's Work:
Landlord shall within thirty (30) days of full execution of this Lease, repair
or replace (as determined by Landlord) the overhead door serving the ramp in the
Premises.
Tenant's Work:
Tenant shall within fourteen (14) days of full execution of this Lease provide
Landlord with a full set of construction drawings for any proposed Tenant
Improvements in the Premises. These Plans must at a minimum contain the
following work:
1. Plans for the construction of an approved fire rated demising
wall on the eastern side of the Premise.
2. Plans for the separate control and metering of electrical
power to the Premises.
Landlord shall, within seven (7) days of receipt of all plans, provide approval
or disapproval with comments for said plans.
Tenant shall, within seven (7) days of Landlord's approval, submit all plans for
Tenant Improvements to the City of Deerfield Beach and diligently pursue
building permits to construct all improvements.
Tenant shall, within seven (7) days of receiving any building permits for
construction of approved improvements, begin and diligently pursue construction
said improvements.
If Tenant fails to provide Landlord with all plans, to diligently pursue
building permits after Landlord approval, or to diligently pursue construction
of the permitted improvements, Landlord has the right to obtain building permits
to construct the demising wall and separate the electrical service to the
Premises.
All costs associated with this additional Landlord's work including but not
limited to Architectural, Construction Management, Labor, Materials and Permit
Fees will be charged to Tenant and become immediately payable as additional
rent, one half upon construction Commencement and the balance upon completion.
31
Quorum Building #5
000 Xxxxx Xxxxxxxx Xxxxx
Xxxxxxxxx Xxxxx Xxxxxxx 00000
LEASE AGREEMENT
THIS LEASE AGREEMENT, made and entered into by and between Principal Mutual Life
Insurance Company, An Iowa Corporation ("Landlord"), and Peregrine Industries,
Inc., A Florida Corporation ("Tenant"):
WITNESSETH:
1.01 Premises: In consideration of the obligation of Tenant to pay rent
and of the other terms, provisions and covenants hereof, Landlord leases to
Tenant and Tenant leases from Landlord, all that portion of certain real
property situated within the County or Broward, State of Florida, legally
described in Exhibit A , and the buildings and improvements to be constructed
thereon as outlined on the site plan contained in Exhibit B (the "Premises"),
including any truck loading areas specifically marked in red on said Exhibit B
for the exclusive use of Tenant. The Premises and the building within which the
Premises are located (the "Building") are part of a larger development (the
"development") commonly known as Quorum Business Center Buildings 2-6.
2.01 Term of Lease: The term of this lease shall commence on the "Rent
Commencement Date", as hereinafter defined, and ending Sixty(60) months
thereafter, provided however, that in the event the rent commencement date is a
date other than the first day of a calendar month, said term shall extend for
said number of months in addition to the remainder of the calendar month
following the rent commencement date.
2.02 Rent Commencement Date: The "Rent Commencement Date" shall be
September 1, 1998. Tenant acknowledges that no representations as to the repair
of the premises have been made by Landlord, unless such are expressly set forth
in the lease. After such "Rent Commencement Date" Tenant shall, upon demand,
execute and deliver to Landlord a letter of acceptance of delivery of the
premises. In the event of any dispute as to substantial completion of work
performed, execute or required to be performed by Landlord, the certificate of
Landlord's architect or general contractor shall be conclusive.
3.01 Base Rent: Tenant agrees to pay to Landlord rent for the premises,
in advance, without demand, deduction or set off, for the entire term hereof
according to the following Schedule:
Month Monthly Base Rent Annual Base Rent
----- ----------------- ----------------
1-12 $4,777.71 $57,332.52
13-24 $5,016.60 $60,199.20
25-36 $5,267.43 $63,209.16
37-48 $5,530.80 $66,369.60
49-60 $5,807.34 $69,688.08
Landlord: _____ Tenant: _____
4.01 Security Deposit: Tenant agrees to deposit with Landlord on the
date hereof the sum of Seven Thousand One Hundred Eleven & 54/100 Dollars
($7,111.54 ), which sum shall be held by Landlord, without obligation for
interest, as security for the full, timely and faithful performance of Tenant's
covenants and obligations under this Lease, it being expressly agreed that such
deposit is not an advance rental deposit or a measure of Landlord's damages.
Upon the occurrence of any event of default by Tenant, Landlord may, from time
to time, without prejudice to any other remedy, use such funds to the extent
necessary to make good any arrears of rent or other payments due Landlord
hereunder, and any other damage, injury, expense or liability caused by Tenant's
default; and Tenant shall pay to Landlord on demand the amount so applied in
order to restore the security deposit to its original amount. Although the
security deposit shall be deemed the property of Landlord, any remaining balance
of such deposit shall be returned by Landlord at such time after termination of
this Lease when Landlord shall have determined that all Tenant's obligations
under this Lease have been fulfilled. In no event is the security deposit to be
returned until Tenant has vacated the Premises and delivered possession to
Landlord. Landlord shall not be obligated to hold the security deposit in a
separate fund, but may mix the security deposit with other funds of the
Landlord.
5.01 Permitted Use: The Premises shall be continuously used for the
sole purpose of general business offices and/or for receiving, storing, shipping
and selling (other than at retail) products, materials and merchandise made
and/or distributed by Tenant and for no other use or purpose. Tenant shall at
its own cost and expense obtain any and all licenses and permits necessary for
any such use. The overnight parking of automobiles, trucks or other vehicles,
and the outside storage of any property including trash or garbage are
prohibited. Tenant agrees that it shall, at its own cost and expenses keep its
employees, agents, customers, invitee, and/or licensees from parking on any
streets running through or contiguous to the buildings or development of which
the premises are part thereof. Tenant agrees that no washing of any type will
take place in the premises including the truck apron and parking areas. Tenant
shall not permit any objectionable or unpleasant odors, smoke, dust, gas, noise
or vibrations to emanate from the Premises, nor take any other action which
would constitute a nuisance or would disturb or endanger any other tenants of
Development or unreasonably interfere with such tenants' use of their respective
premises or permit any use which would adversely affect the reputation of the
Department. Tenant shall not receive, store or otherwise handle any product,
material or merchandise which is explosive, highly flammable or constitutes a
hazardous substance or waste. Tenant shall not permit the Premises to be used
for any purpose (including, without limitation, the storage of merchandise) in
any manner which would render the insurance thereon void or increase the
insurance rate thereof. Tenant agrees to indemnify and hold Landlord harmless
against any and all loss, costs and claims, including attorney's fees relating
to the improper storage, handling, transportation or disposal of explosive,
highly flammable or hazardous materials or resulting from any other improper
use. Tenant shall comply with all governmental laws, ordinances and regulations
applicable to the Premises, and shall promptly comply with all governmental
orders and directives for the correction, prevention and abatement of any
violations or nuisances in or upon, or connected with, the Premises, all at
Tenant's sole expense. If, as a result of any change in the governmental laws,
ordinances and regulations, the Premises must be altered to accommodate lawfully
the use and occupancy thereof, such alterations shall be made only with the
consent of Landlord, but the entire cost thereof shall be home by Tenant;
provided that the necessity of Landlord's consent shall in no way create any
liability against Landlord for failure of Tenant to
Landlord: _____ Tenant: _____
2
comply with such laws, ordinances and regulations. Tenant shall take whatever
other actions are necessary so that the Premises and Tenant's use thereof
complies with the Fire Prevention Code of the National Fire Protection
Association and any other fire prevention laws, ordinances, rules or regulations
applicable to the Premises.
6.01 Tenant's Taxes: Tenant shall be responsible to pay before
delinquency all franchise taxes, assessments, levies or charges measured by or
based in whole or in part upon the rents payable hereunder or the gross receipts
of Tenant and all sales taxes and other taxes imposed upon or assessed by reason
of the rents and other charges payable hereunder. The Florida sales tax imposed
on rent and on other charges payable hereunder shall be paid by Tenant to
Landlord with the payment of Tenant's rental payments and other charges payable
hereunder.
7.01 Definition of Operating Costs: The term "Operating Costs" shall
mean all costs and expenses paid or incurred by Landlord or on Landlord's behalf
in connection with the ownership, management, repair, replacement, remodeling,
maintenance and operation of the Development (including, without limitation, all
assessed real property taxes, assessments (whether general or special) and
governmental charges of any kind and nature whatsoever including assessments due
to decd restrictions and/or owner's associations, which accrue against the
building and/or development of which the premises are a part, the costs of
maintaining and repairing parking lots, parking structures, easements, and
landscaping, property management fees, utility costs to the extent not
separately metered, insurance premiums, depreciation of the costs of replacement
(as defined below) of the building and improvements in the Development but not
including any structural repairs or replacements which are normally chargeable
to capital accounts under sound accounting principles, and the Building's share
of costs of the Development). 'file term "operating costs" does not include; (i)
costs of alterations of tenants' premises; (ii) costs of curing construction
defects; (iii) interest and principal payments on mortgages, and other debt
cost; (iv) real estate brokers' leasing commissions or compensation; (v) any
cost or expenditure for which Landlord is reimbursed, whether by insurance
proceeds or otherwise; (vi) cost of any service furnished to any other occupant
of the Building which Landlord does not provide to tenant hereunder. Structural
repairs and replacements are repairs and replacements to the foundations,
load-bearing walls, columns and joists and replacement of roofing and roof deck.
Notwithstanding anything contained herein to the contrary, depreciation of any
capital improvements which are intended to reduce Operating Costs, or are
required under any governmental laws, regulations or ordinances which were not
applicable to the Building or the Development at the time it was constructed, or
arc recommended by the N.F.P.A. Life Safety Code, shall be included in Operating
Costs. The useful life of any such improvement as well as all nonstructural
replacements shall be reasonably determined by Landlord. In addition, interest
on the undepreciated cost of any such improvement or non-structural replacement
(at the prevailing construction loan rate available to Landlord on the date the
cost of such improvement was incurred) shall also be included in Operating
Costs. If Landlord selects the accrual method of accounting rather than the cash
accounting method for Operating Costs purposes, Operating Costs shall be deemed
to have been paid when such expenses have accrued. Landlord shall have the right
at any time and from time to time to elect, which election shall be subject to
revocation, to exclude that portion of Operating Costs attributable to any
separately assessed part of the Development and any separate building within the
Development. During any period that Operating Costs attributable to any
separately assessed part of the Development and/or separate building are so
excluded from Operating Costs,
Landlord: _____ Tenant: _____
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then for the purposes of calculating Tenant's proportionate share of Operating
Costs as provided in Section 7.02, the denominator shall not include the
rentable area of such separately assessed part of the Development and/or such
separate building. Landlord may, in a reasonable manner, allocate insurance
premiums for so-called "blanket" insurance policies which insure other
properties as well as the Development and said allocated amount shall be deemed
to be an Operating Cost.
If at any time during the term of this lease, the present method of taxation
shall be changed so that in lieu of the whole or any part of any taxes,
assessments or governmental charges levied, assessed or imposed on real estate
and the improvements thereon, there shall be levied, assessed or imposed on
Landlord a capital levy or other tax directly oil the rents received therefrom
and/ or a franchise tax, assessment, levy or charge measured by or based, in
whole or in part, upon such rents for the present or any future building or
buildings on the premises, then all such taxes, assessments, levies or charges,
or the part thereof so measured or based, shall be deemed to be included within
the term "taxes" for the purposes hereof.
7.02 Tenant's Proportionate Share of Operating Costs: Tenant shall pay
to Landlord, as additional rent, its proportionate share of operating costs
calculated on the basis of the ratio set forth in Section 8.0 1. Any payments
with respect to any partial calendar year in which the Term commences or ends
shall be prorated. Tenant agrees to pay $1,931.29 per month as an escrow amount
for operating costs as defined in Article 7.0 1. Landlord may, at any time,
deliver to Tenant its estimate (or revised estimate) of such additional amounts
payable under this Section for each calendar year. On or before the first day of
the next month and on or before the first day of each month thereafter, Tenant
shall pay to Landlord as additional rent such amount as Landlord reasonably
determines to be necessary to bring and keep Tenant current. As soon as
practicable after the close of each calendar year, Landlord shall endeavor to
deliver to Tenant a statement showing the total amount payable by Tenant under
this Article. If such statement shows an amount due from Tenant that is less
than the estimated payments previously paid by Tenant, it shall be accompanied
by a refund of the excess to Tenant or at Landlord's option the excess shall be
credited against the next monthly installment of rent. If such statement shows
an amount due from Tenant that is more than the estimated payments paid by
Tenant, Tenant shall pay the deficiency to Landlord, as additional rent. In the
event an amount is due and is not paid within thirty (30) days after the date of
Landlord's statement to tenant, the unpaid amount shall bear interest at the
rate of eighteen (18%) percent per annum from the date of such statement until
payment by tenant. Landlord's failure to submit statements as called for herein
shall not be deemed to be a waiver of Tenant's requirement to pay the sums
herein provided. Landlord and Tenant acknowledge that certain of the costs of
management, operation and maintenance of the Development are allocated among all
of the buildings in the Development using methods of allocation that arc
considered reasonable and appropriate under the circumstances. Tenant hereby
consents to such allocations provided that the determination of such costs and
the allocation of all or part thereof to Operating Costs hereunder shall be in
accordance with generally accepted accounting principles applied on a consistent
basis. Tenant or its' representatives shall have the right after seven (7) days
prior written notice to Landlord to examine Landlord's books and records of
Operating Costs during normal business hours within twenty (20) days following
the furnishing of the statement to Tenant. Unless Tenant takes written exception
to any item within thirty (30) days following the furnishing Of the statement to
Tenant (which item shall be paid in any event), such statement shall be
Landlord: _____ Tenant: _____
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considered as final and accepted by Tenant. The taking of exception to any item
shall not excuse Tenant from the obligation to make timely payment based upon
the statement as delivered by Landlord.
8.01 Tenant's Proportionate Share: (a) Tenant's "proportionate share"
as used in this Lease with respect to the Building shall mean a fraction the
numerator of which shall be the rentable area contained in the Premises and the
denominator of which shall be the rentable area contained in the Building, as
determined by Landlord. Tenant's "proportionate share" as used in this Lease
with respect to costs relating to more than the Building, shall mean a fraction
the numerator of which shall be the rentable area contained in the Premises and
the denominator of which shall be the rentable area of all buildings, as
determined by Landlord, within the Development. Notwithstanding anything
contained in the Lease to the contrary, Landlord shall have the right, from time
to time, to add to or exclude from the Development real property and any
buildings constructed thereon. In the event Landlord elects to add to or exclude
from the Development, Landlord shall notify Tenant in writing of any such
addition or exclusion which notice shall describe the property added or
excluded. Tenant's use and access to public utilities (including telephone
lines, electricity and water) shall be limited to Tenant's proportionate share
as defined herein.
9.01 Tenant's Obligations: (a) Tenant shall at its own cost and expense
keep and maintain all parts of the Premises and such portion of the Development
within the exclusive control of Tenant in good condition, promptly making all
necessary repairs and replacements, whether ordinary or extraordinary, with
materials and workmanship of the same character, kind and quality as the
original, including but not limited to, windows, glass and plate glass, doors,
skylights, any special office entries, interior walls and finish work, floors
and floor coverings, heating and air conditioning systems, electrical systems
and fixtures, sprinkler systems, water heaters, dock board, truck doors, dock
bumpers, and plumbing work and fixtures. Tenant as part of its obligation
hereunder shall keep the whole of the Premises in a clean and sanitary
condition. Tenant will as far as possible keep all such parts of the Premises
from deteriorating, ordinary wear and tear excepted, and from failing
temporarily out of repair, and upon termination of this Lease in any way, Tenant
will yield up the Premises to Landlord in good condition and repair, loss by
fire or other casualty covered by insurance to be secured pursuant to Article 15
excepted (but not excepting any damage to glass or loss not reimbursed by
insurance because of the existence of a deductible under the appropriate
policy). Tenant shall not damage any demising wall or disturb the integrity and
supports provided by any demising wall and shall, at its sole cost and expense,
properly repair any damage or injury to any demising wall caused by Tenant or
its employees, agents or invitees. Tenant shall, at its own cost and expense, as
additional rent, pay for the repair of any damage to the Premises, the Building,
or the Development resulting from and/or caused in whole or in part by the
negligence or misconduct of Tenant, its agents, servants, employees, patrons,
customers, or any other person entering upon the Development as a result of
Tenant's business activities or caused by Tenant's default hereunder.
(b) Tenant at its own cost and expense, enter into a regularly
scheduled preventive maintenance/service contract with a maintenance contractor
approved by Landlord, for servicing all heating and air conditioning systems and
equipment servicing the Premises and an executed copy of such contract shall be
delivered to Landlord. This service contract must include all services
Landlord: _____ Tenant: _____
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suggested by the equipment manufacturer within the operations/maintenance manual
and must become effective within thirty (30) days of the date Tenant takes
possession of the Premises. Landlord may (but shall not be required to), upon
notice to Tenant, elect to enter into such a maintenance service contract on
behalf of Tenant or perform the work itself and, in either case, charge Tenant
therefore, together with a reasonable charge for overhead.
9.02 Landlord's Obligations: Landlord shall maintain in good repair,
reasonable wear and tear and any casualty covered by the provisions of Article
15 excepted, all parts of the Development, other than tenants' demised premises
or portions of the Development within the exclusive control of tenants of the
Development, making All necessary repairs and replacements, whether ordinary or
extraordinary structural or nonstructural, including roof, foundation, walls,
down spouts, gutters, regular mowing of any grass, trimming, weed removal and
general landscape maintenance, including any rail spur areas, exterior painting,
exterior lighting, exterior signs and common sewage plumbing and the maintenance
of all paved areas including driveways and alleys, including, but not limited
to, cleaning, repaving, restripping and resealing. The term walls" as used
herein shall not include windows, glass or plate glass, doors, special store
front or office entry.
9.03 Interruptions of Service: Interruptions of any service shall not
be deemed an eviction or disturbance of Tenant's use and possession of the
Premises, or render Landlord liable for damages by abatement of rent or
otherwise or relieve Tenant from performance of Tenant's obligations under this
lease. Should any equipment or machinery furnished by Landlord cease to function
properly, Landlord shall use reasonable diligence to repair the same. Similarly,
the curtailment, rationing or restriction on use of water, gas, electricity or
any resource, service or utility shall not affect Tenant's obligations hereunder
and Landlord may cooperate in a reasonable manner with the efforts of national,
state or local governmental agencies or utilities in reducing energy or other
resource consumption.
9.04 Notice to Landlord to Repair: In the event Tenant discovers the
necessity for Landlord to repair any part of the Premises, Building or
Development, which Landlord is obligated to repair and maintain hereunder,
Tenant shall provide Landlord with written notice specifically describing the
repair or maintenance required. Landlord shall have 60 days to repair the
Premises, Building or Development if such repairs can be reasonably accomplished
in said time period. In no event shall Tenant be permitted to withhold rent or
terminate this Lease as a consequence of Landlord's failure to maintain or
repair the Premises, Building or Development.
10.01 Alterations: Tenant shall not make any alterations, additions or
improvements to the Premises (including, without limitation, the roof and wall
penetrations) without the prior written consent or Landlord. If Landlord shall,
consent to any alterations, additions or improvements proposed by Tenant, Tenant
shall construct the same in accordance with all governmental laws, ordinances,
rules and regulations and all requirements of Landlord's and Tenant's insurance
policies and only in accordance with plans and specifications approved by
Landlord; and any contractor or person selected by Tenant to make the same, or,
at Landlord's option and discretion, the alterations, additions or improvements
shall be made by Landlord for Tenant's account and Tenant shall fully reimburse
Landlord for the entire cost thereof. Tenant may, without the consent of
Landlord, but at its own cost and expense and in good workmanlike manner erect
such shelves, bins, machinery and other trade fixtures as it may deem advisable,
without altering the basic
Landlord: _____ Tenant: _____
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character of the Building or Development and without overloading the floor or
damaging such Building or Development, and in each case after complying with all
applicable governmental laws, ordinances, regulations and other requirements.
All shelves, bins, machinery and trade fixtures installed by Tenant may be
removed by Tenant prior to the termination or this Lease if Tenant so elects,
and shall be removed by the date of termination of this Lease or upon earlier
vacating of the Premises if required by Landlord; upon any such removal Tenant
shall restore the Premises to their original condition. All such removals and
restoration shall be accomplished in a good and workmanlike manner so as not to
damage the primary structure or structural quality of the Building.
11.01 Signs and Window Treatment: Tenant shall not install any signs
upon the Building or Development, Landlord will provide, at Tenant's request and
cost, Landlord's standard identification sign, which sign shall be removed by
Tenant upon termination of this Lease at which time Tenant shall restore the
property to the same condition as prior to installation of said sign. Tenant
shall not install drapes, curtains, blinds or any window treatment without
Landlord's prior written consent. Landlord may from time to time require Tenant
to change its signage to conform to a revised standard for the Building,
provided Landlord pays the cost of removing and replacing such signs. Landlord
shall maintain all signs and the cost thereof shall be charged to Tenant.
12.01 Inspections: Landlord and Landlord's agents and representatives
shall have the right to enter and inspect the premises at any reasonable time
during business hours, for the purpose of ascertaining the condition of the
premises or in order to make such repairs as may be required or permitted to be
made by Landlord under the terms of this lease. During the period that is six
(6) months prior to the end of the term hereof, Landlord and Landlord's agents
and representatives shall have the right to enter the premises at any reasonable
time during business hours for the purpose of showing the premises and shall
have the right to erect on the premises a suitable sign indicating the premises
are available. Tenant shall give written notice to Landlord at least thirty (30)
days prior to vacating the premises and shall arrange to meet with Landlord for
a joint inspection of the premises prior to vacating. In the event of Tenant's
failure to give such notice or arrange such joint inspection, Landlord's
inspection at or after Tenant's vacating the premises shall be conclusively
deemed correct for purposes of determining Tenant's responsibility for repairs
and restoration.
13.01 Utilities: Tenant shall pay for all gas, heat, light, power,
telephone, and other utilities and services used on or from the Premises,
including without limitation, Tenant's proportionate share as determined by
Landlord for the use of such utilities which are not separately metered and any
central station signaling system installed in the Premises or the Building,
together with any taxes, penalties and surcharges or the like pertaining thereto
and any maintenance charges for utilities. Tenant shall furnish and install all
electric light bulbs, tubes and ballasts, other than those originally provided
to the Premises by Landlord.
14.01 Assignment and Subletting: (a) Tenant shall not have the right to
assign, sublet, transfer or encumber this lease, or any interest therein,
without the prior written consent of Landlord. Any attempted assignment,
Subletting, transfer or encumbrance by Tenant in violation of the terms and
covenants of this Paragraph shall be void. All cash or other proceeds of any
assignment, such proceeds as exceed the rentals called for hereunder in the case
of a subletting and all cash or other proceeds of any other transfer of Tenant's
interest in this lease shall be paid
Landlord: _____ Tenant: _____
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to Landlord, whether such assignment, subletting or other transfer is consented
to by Landlord or not, unless Landlord agrees to the contrary in writing, and
Tenant hereby assigns all rights it might have or ever acquire in any such
proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's
interest in this lease shall be for an amount equal to the then fair market
value of such interest. These covenants shall run with the land and shall bind
Tenant and Tenant's heirs, executors, administrators, personal representatives,
representatives in any bankruptcy proceeding, successors and assigns. Any
assignee, sublessee or transferee of Tenant's interest in this lease (all such
assignees, sublessee and transferees being hereinafter referred to as
"successors"), by assuming Tenant's obligations hereunder shall assume liability
to Landlord for all amounts paid to persons other than Landlord by such
successors in contravention of this Paragraph. No assignment, subletting or
other transfer, whether consented to by Landlord or not, .shall relieve Tenant
of its liability hereunder. Upon the occurrence of an "event of default" as
hereinafter defined, if the premises or any part thereof are then assigned or
sublet, Landlord, in addition to any other remedies herein provided, as provided
by law, may at its option collect directly from such assignee or subtenant all
rents becoming due to Tenant under such assignment or sublease and apply such
rent against any sums due to Landlord for Tenant hereunder, and no such
collection shall be construed to constitute a notation or a release of Tenant
from the further performance of Tenant's obligations hereunder.
(b) If this lease is assigned to any person or entity pursuant to the
provisions of the Bankruptcy Code 11 U.S.C. 101 et seq., (the "Bankruptcy
Code"), any and all monies or other considerations payable or otherwise to be
delivered in connection with such assignment shall be paid or delivered to
Landlord, shall be and remain the exclusive property of Landlord and shall not
constitute property of Tenant or of the estate or Tenant within the meaning of
the Bankruptcy Code. Any and all monies or other considerations constituting
Landlord's property under the preceding sentence not paid or delivered to
Landlord shall be held in trust for the benefit of the Landlord and be promptly
paid or delivered to Landlord.
(c) Any person or entity to which this lease is assigned pursuant to
the provisions of the Bankruptcy Code, shall be deemed, without further act or
deed, to have assumed all of the obligations arising under this lease on and
after the date of such assignment. Any such assignee shall upon demand execute
and deliver to Landlord an instrument confirming such assumption.
15.01 Fire and Casualty Damage: (a) Landlord agrees to maintain
insurance covering the building of which the premises are a part in an amount
not less than eighty (80%) percent (or such greater percentage as may be
necessary to comply with the provisions of any co-insurance clauses of the
policy) of the replacement cost thereof, insuring against the perils of Fire,
Lightning, Extended Coverage, Vandalism and Malicious Mischief, extended by
Special Extended Coverage Endorsement to insure against all other Risks of
Direct Physical Loss, such coverages and endorsements to be as defined, provided
and limited in the standard bureau forms prescribed by the insurance regulatory
authority for the state in which the premises are situated for use by insurance
companies admitted in such state for the writing of such insurance on risks
located within such state. Subject to the provisions of subparagraphs 15.01 (c),
15.01 (d), and 15.01 (c) below, such insurance shall be for the sole benefit of
Landlord and under its sole control.
Landlord: _____ Tenant: _____
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(b) If the building situated upon the premises should be damaged or
destroyed by fire, tornado or other casualty, Tenant shall give written notice
thereof to Landlord.
(c) If the buildings situated upon the premises should be totally
destroyed by fire, tornado or other casualty, or if they should be so damaged
thereby that rebuilding or repairs cannot in Landlord's estimation be completed
within two hundred (200)days after the date upon which Landlord is notified by
Tenant of such damage, this lease shall terminate and the rent shall be abated
during the unexpired portion of this lease, effective upon the date of the
occurrence of such damage.
(d) If the buildings situated upon the premises should be damaged by
any peril covered by insurance to be provided by Landlord under subparagraph
15.01 (a) above, but only to such extent that rebuilding or repairs can in
Landlord's estimation be completed within two hundred (200) days after the date
upon which Landlord is notified by Tenant of such damage, this lease shall not
terminate, and Landlord shall at its sole cost and expense thereupon proceed
with reasonable diligence to rebuild and repair such buildings to substantially
the condition in which they existed prior to such damage, except that Landlord
shall not be required to rebuild, repair or replace any part of the partitions,
fixtures, additions and other improvements which may have been placed in, on or
about the premises by Tenant and except that Tenant shall pay to Landlord upon
demand any amount by which Landlord's cost of such rebuilding, repair and/or
replacement exceeds net insurance proceeds paid to Landlord in connection with
such damage and except that Landlord may elect not to rebuild if such damage
occurs during the last year of the term of the lease exclusive of any option
which is unexercised at the time of such damage. If the premises arc
untenantable in whole or in part following such damage, the rent payable
hereunder during the period in which they are untenantable shall be reduced to
such extent as may be fair and reasonable under all of the circumstances. In the
event that Landlord should fail to complete such repairs and rebuilding within
two hundred (200) days after the date upon which Landlord is notified by Tenant
or such damage. Tenant may at its option terminate this lease by delivering
written notice of termination to Landlord as Tenant's exclusive remedy,
whereupon all rights and or obligations hereunder shall cease and terminate.
Should construction be delayed because of changes, deletions, or additions in
construction requested by Tenant, strikes, lockouts, casualties, acts of God,
war, material or labor shortages, governmental regulation or control or other
causes beyond the reasonable control of Landlord, the period of restoration,
repair or rebuilding shall be extended for the Landlord is so delayed. To the
extent Landlord undertakes to rebuild or repair the Premises, Building or
Development as a result of a casualty as set forth herein, in no event shall
Landlord's obligations exceed the amount of insurance proceeds available.
(e) Notwithstanding anything hereunto the contrary, in the event the
holder of any indebtedness secured by mortgage or deed of trust covering the
premises requires that the insurance proceeds be applied to such indebtedness,
then Landlord shall have the right to terminate this lease by delivering written
notice of termination to Tenant within fifteen (15) days after such
requirement is made by any such holder, whereupon all rights and obligations
hereunder shall cease and terminate.
(f) Each of Landlord and Tenant hereby releases the other from any loss
or damage to property caused by fire or my perils insured in policies of
insurance covering such property, even if such loss or damage shall have been
caused by the fault or negligence of the other party, or
Landlord: _____ Tenant: _____
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anyone for whom such party may be responsible; provided, however, that this
release shall be applicable and in force and effect only with respect to loss or
damage occurring during such times as the releasor's policies shall contain a
clause or endorsement to the effect that any such release shall not adversely
affect or impair said policies or prejudice the right of the releasor to recover
thereunder and then only to the extent of the insurance proceeds payable under
such policies. Each of the Landlord and Tenant agrees that it will request its
insurance carriers to include in its policies such a clause or endorsement.
Landlord shall have no liability for any loss or damage to Tenant's business or
personal property arising out of, but not limited to any of the following
causes: hurricanes; excessive rain; roofing defects; bursting pipes; fire;
windstorm; malfunction of electrical system, HVAC, sewer or water system;
interruption of utility services; or any act or omission of Landlord or any of
Landlord's agents on or about the Premises, Building or Development.
16.01 Liability: Landlord shall not be liable to Tenant or Tenant's
employees, agents, patrons or visitors, or to any other person whomsoever, for
any injury to person or damage to property on or about the premises, resulting
from and/or caused in part or whole by the negligence or misconduct of Tenant,
its agents, servants or employees of any other person entering upon the
premises, or caused by the buildings and improvements located on the premises
becoming out of repair, or caused by leakage of gas, oil, water or steam or by
electricity emanating from the premises, or due to any cause whatsoever, and
Tenant hereby covenants and agrees that it will at all times indemnify and hold
safe and harmless the property, the Landlord (including without limitation the
trustee and beneficiaries if Landlord is a trust), Landlord's agents and
employees from any loss, liability, claims, suits, costs, expenses, including
without limitation attorney's fees and damages, both real and alleged, arising
out of any such damage or injury; except injury to persons or damage to property
the sole cause of which is the gross negligence or Landlord or the failure of
Landlord to repair any part of the premises which Landlord is obligated to
repair and maintain hereunder after proper notice in accordance with section
9.04 above. Tenant shall procure and maintain throughout the term of the lease a
policy or policies of insurance, at its sole cost and expense, insuring both
Landlord and Tenant against all claims, demands or actions arising out of or in
connection with (i) the premises; (ii) the condition of the premises; (iii)
Tenant's operations in and maintenance and use of the premises; and (iv)
Tenant's liability assumed under this lease, the limits of such policy or
policies to be in the amount or not less than $2,000,000 per occurrence in
respect to injury to persons (including death), and in the amount of not less
than $250,000 per occurrence in respect to property damage or destruction,
including loss of use thereon. All such policies shall be procured by Tenant
from responsible insurance companies satisfactory to Landlord. Certified copies
of such policies, together with receipt evidencing payment of premiums
therefore, shall be delivered to Landlord prior to the commencement date of this
lease. Not less than fifteen (15) days prior to the expiration date of any such
policies, certified copies of the renewal thereof (hearing notations evidencing
the payment of renewal premiums) shall be delivered to Landlord. Such policies
shall further provide that not less than thirty (30) days written notice shall
be given to Landlord before such policy may be canceled or changed to reduce
insurance provided thereby.
17.01 Condemnation: (a) If the whole or any substantial part or the
Premises or Building should be taken for any public or quasi-public use under
governmental law, ordinance or regulation,
Landlord: _____ Tenant: _____
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or by right of eminent domain, or by private purchase in lieu thereof and the
taking would prevent or materially interfere with the use of the Premises or
Building for the purpose for which they are then being used, this Lease shall
terminate effective when the legal taking shall occur as if the date of such
taking were the date originally fixed in the Lease for the expiration of the
Term.
(b) If the part of the Premises or Building shall be taken for any
public or quasi-public use under governmental law, ordinance or regulation, or
by right of eminent domain, or by private purchase in lieu thereof, and (his
Lease is not terminated as provided above, this Lease shall not terminate but
the rent payable hereunder during the unexpired portion of (his Lease shall be
reduced to such extent as may be fair and reasonable under al I of the
circumstances and Landlord shall undertake to restore the Premises to a
condition suitable for Tenant's use, as near to the condition thereof
immediately prior to such taking as is reasonably feasible under all the
circumstances.
(c) In the event of any such taking or private purchase in lieu
thereof, Landlord and Tenant shall each be entitled to receive and retain such
separate awards and/or portion of lump sum awards as may be allocated to their
respective interests in any condemnation proceedings; provided that Tenant shall
not be entitled to receive any award for the loss of any improvements paid for
by Landlord or for Tenant's loss of its leasehold interest, the right to such
award as to such items being hereby assigned by Tenant to Landlord.
18.01 Holding Over: Tenant will, at the termination of this lease by
lapse of time or otherwise, yield up immediate possession to Landlord with all
repairs and maintenance required herein to be performed by Tenant completed. If
Landlord agrees in writing that Tenant may hold over after the expiration or
termination of this lease, unless the parties hereto otherwise agree in writing
oil the terms of such holding over, the hold over tenancy shall be subject to
termination by Landlord at any time upon not less than (5) days advance written
notice, or by Tenant at any time upon not less than thirty (30) days advance
written notice, and all of the other terms and provisions of this lease shall be
applicable during that period, except that Tenant shall pay Landlord from time
to time upon demand, as rental for the period of any hold over, an amount equal
to double the rent in effect on the termination date, computed on a daily basis
for each day of the hold over period. Tenant shall also pay to Landlord all
damages sustained by Landlord resulting from retention of possession by Tenant,
including the loss of any proposed subsequent tenant for any portion of the
premises. No holding over by Tenant, whether with or without consent of
Landlord, shall operate to extend this lease except as otherwise expressly
provided. The preceding provisions of this paragraph shall not be construed as
consent for Tenant to hold over.
19.01 Quiet Enjoyment: Landlord represents and warrants that it has
full right and authority to enter into this Lease and that Tenant, upon paying
the rental herein set forth and performing its other covenants and agreements
herein set forth, shall peaceably and quietly have, hold and enjoy the Premises
for the Term without hindrance or molestation from Landlord, subject to the
terms and provisions of this Lease. Landlord agrees to make reasonable efforts
to protect Tenant from interference or disturbance by other tenants or third
persons; however, Landlord shall not be liable for any such interference or
disturbance, nor shall Tenant be released from any of the obligations of this
Lease because of such interference or disturbance. In the event this Lease is a
sublease, then Tenant agrees to take the Premises subject to the provisions of
the prior lease.
Landlord: _____ Tenant: _____
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20.01 Events of Default: The following events shall be deemed to be
events of default by Tenant under this lease: (a)Tenant shall fail to pay any
installment of the rent herein reserved when due, or any other payment or
reimbursement to Landlord required herein when due and such failure shall
continue for a period of five (5) days from the date such payment was due.
(b) Tenant or any guarantor of Tenant's obligations hereunder shall
generally not pay its debts as they become due or shall admit in writing its
inability to pay its debts or shall make a general assignment for the benefit of
.creditors; or Tenant or any such guarantor shall commence any case, proceeding
or other action seeking to have all order for relief entered on its behalf as a
debtor to adjudicate it as bankrupt or insolvent, or seeking reorganization or
relief of debtors or seeking appointment of a receiver, trustee, custodian or
other similar official for it or for all or of any substantial part of its
property; or Tenant or any such guarantor shall take any action to authorize or
in contemplation of any of the actions set forth above in this paragraph; or
(c) Any case, proceeding or other action against Tenant or any
guarantor of Tenant's obligations hereunder shall be commenced seeking to have
all order for relief entered against it as debtor or to adjudicate it as
bankrupt or insolvent, or seeking reorganization, arrangement, adjustment,
liquidation, dissolution or composition of it or its debts under any law
relating to bankruptcy, insolvency, reorganization or relief of debtors, or
seeking appointment of a receive, trustee, custodian or other similar official
for it or for all or any substantial part of its property.
(d) A receiver or trustee shall be appointed for all or substantially
all of die assets of the Tenant.
(e) Tenant shall desert or vacate any substantial portion of the
premises.
(f) Tenant shall fail to discharge any lien placed upon the premises in
violation of Paragraph 26.01 hereof within twenty (20) days after any such lien
or encumbrance is filed against the premises.
(g) Tenant shall fail to comply with any term, provision or covenant of
this lease (other than the foregoing in this Paragraph 20.01, and shall not cure
such failure within twenty (20) days after written notice thereof to Tenant.
(h) Tenant shall fail to continuously operate its business at the
premises for the permitted use set forth in Paragraph 5.01 whether or not Tenant
is in default of the rental payment due under this lease.
20.02 Remedies: (a) Upon the occurrence of any of such events of
default described in Paragraph 20.01 hereof. Landlord shall have the option to
pursue any one or more of the following remedies without any notice or demand
whatsoever.
(1) Landlord, in addition to all rights and remedies provided in the Lease, may
declare the entire amount of the Annual Base Rental which would have become due
and payable during the remainder of the Term of this Lease, as adjusted from
time to time, to be due and payable immediately, along with the Additional Rent
as defined in the Lease due for the remainder of the
Landlord: _____ Tenant: _____
12
term of the Lease. The projected operating costs due for the remainder of the
]case term, shall be actual operating costs due for the year of the default,
multiplied by the remaining term of the Lease. Tenant agrees to pay the
accelerated annual base rent, and additional rent charges to Landlord at once,
it being agreed that such payment shall constitute payment in advance of the
rent stipulated for the remainder of the Term. In the event Landlord collects
the accelerated rent from Tenant, Tenant shall be credited for rents received if
the premises are relet. It is expressly understood that Landlord shall have no
obligation to relet the Demised Premises. The acceptance by Landlord of the
payment of the accelerated rent shall not constitute a waiver of any default
then existing or thereafter occurring hereunder.
(2) In the event Landlord elects to repossess the Premises by eviction
proceedings or otherwise, lie may do so with or without terminating this Lease,
and shall have the option of accelerating the annual base rent and additional
rent charges as set forth herein, in addition to pursuing any of the other
remedies set forth in the Lease or permitted by law.
(3) Terminate this lease, in which event Tenant shall immediately surrender the
premises to Landlord, and if Tenant fails so to do, Landlord may, without
pre * xxxxxx to any other remedy which it may have for possession or arrearage
in rent, commence appropriate legal action for possession of the premises in
accordance with the laws of the state of Florida.
(4) Upon any termination of Tenant's right to possession only without
termination of the Lease, Landlord may, but need not, relet the Premises or any
part thereof for such rent and upon such terms as Landlord, in its sole
discretion, shall determine (including the right to relet the Premises for a
greater or lesser term than that remaining under this Lease, the right to relet
the Premises as a part of a larger area, and the right to change the character
use made of the Premises). If Landlord decides to relet the Premises or a duty
to relet is imposed upon Landlord by law, Landlord and Tenant agree that
Landlord shall only be required to use the same efforts Landlord then uses to
lease other properties Landlord owns or manages (or if the Premises is then
managed for Landlord, then Landlord will instruct such manager to use the same
efforts such manager then uses to lease other space or properties which it owns
or manages); provided, however, that Landlord (or its manager) shall not be
required to give any preference or priority to the showing or leasing of the
Premises over any other space that Landlord (or its manager) may be leasing or
have available and may place a suitable prospective tenant in any such available
space regardless of when such alternative space becomes available; provided,
further, that Landlord shall not be required to observe any instruction given by
Tenant about such reletting or accept any tenant offered by Tenant unless such
offered tenant has a credit worthiness acceptable to Landlord, leases the entire
Premises, agrees to use the Premises in a manner consistent with the Lease and
leases the Premises at the same rent, for no more than the current term and on
the same other terms and conditions as in this Lease without the expenditure by
Landlord for tenant improvements or broker's commissions. in an such case,
Landlord may, but shall not be required to, make repairs, alterations and
additions in or to the Premises and redecorate the same to the extent Landlord
deems necessary or desirable, and Tenant shall, upon demand, pay the cost
thereof, together with Landlord's expenses of reletting, including, without
limitation, any broker's commission incurred by Landlord. If (lie consideration
collected by Landlord upon any such reletting plus any sums previously collected
from Tenant are not sufficient to pay the full amount of all rent, including any
amounts treated as additional rent hereunder and other sums reserved in this
Lease for the remaining portion of the Term, together with the costs of repairs,
alterations, additions,
Landlord: _____ Tenant: _____
13
redecorating, and Landlord's expenses of reletting and the collection of the
rent accruing therefrom (including attorney's fees and broker's commissions),
Tenant shall pay to Landlord the amount of such deficiency upon demand and
Tenant agrees that Landlord may file suit to recover any sums falling due under
this subsection from time to time:
(5) In the event Tenant fails to pay any installment of rent hereunder as when
such installment is due, to help defray the additional cost to Landlord for
processing such late payments Tenant shall pay to Landlord oil demand a late
charge in an amount equal to five (5%) percent of such installment; and the
failure to pay such amount within five (5) days after demand therefore shall be
all event of default hereunder. The provision for such late charge shall be ill
addition to all of Landlord's other rights and remedies hereunder or at law and
shall not be construed as liquidated damages or as limiting Landlord's remedies
in any manner.
(6) In the event Tenant's check, given to Landlord in payment, is returned by
the bank for non-payment, Tenant agrees to pay all expenses incurred by Landlord
as a result thereof.
(7) Pursuit of any of the foregoing remedies shall not preclude pursuit of any
of the other remedies herein provided or any other remedies provided by law (all
such remedies being cumulative), nor shall pursuit of any remedy herein provided
constitute a forfeiture or waiver of any rent due to Landlord hereunder or of
any damages accruing to Landlord by reason of the violation of any of the terms,
provisions and covenants herein contained. No act or thing done by Landlord or
its agents during the Term shall be deemed a termination of this Lease or an
acceptance of the surrender of the Premises, and no agreement to terminate this
Lease or accept a surrender of said Premises shall be valid unless in writing
signed by Landlord.
(8) In the event that Landlord elects to repossess the premises without
terminating the lease, or in the event Landlord elects to terminate the lease,
then Tenant at Landlord's option, shall be liable for and shall pay to Landlord,
at the address specified for notice to Landlord herein, all rental and other
indebtedness accrued to the date of such repossession, plus rental required to
be paid by Tenant to Landlord during the remainder of the lease term until (lie
date of expiration of the term as stated in Section 3.01 diminished by any net
sums thcrcaf1cr received by Landlord through reletting the premises during said
period (after deducting expenses incurred by Landlord as provided in
subparagraph 20.02 (h). In no event shall Tenant be entitled to any excess of
any rental obtained by reletting over and above the rental herein reserved.
Actions to collect amounts due by Tenant to Landlord under this subparagraph may
be brought from time to time, on one or more occasions, without the necessity of
Landlord's waiting until expiration of the lease term.
(9) In case of any event of default or breach by Tenant, or threatened or
anticipatory breach or default, Tenant shall also be liable for and shall pay to
Landlord, at the address specified for notice to Landlord herein, in addition to
any sum provided to be paid above, brokers' fees incurred by Landlord in
connection with reletting the whole or any part of the premises; the costs of
removing and storing Tenant's or other occupant's property; the costs of
repairing, altering, remodeling or otherwise putting the premises into condition
acceptable to a new tenant or tenants, arid all reasonable expenses incurred by
Landlord in enforcing or defending Landlord's rights and/or remedies including
reasonable attorney's fees.
Landlord: _____ Tenant: _____
14
(10) If Tenant should fail to make any payment or cure any default hereunder
within the time herein permitted, Landlord, without being under any obligations
to do so and without thereby waiving such default, may make such payment and/or
remedy such other default for the account of Tenant (and enter the premises for
such purpose), arid thereupon Tenant shall be obligated to, and hereby agrees,
to pay Landlord upon demand, all costs, expenses arid disbursements (including
reasonable attorney's fees) incurred by Landlord in taking such remedial action.
21.01 Rights Reserved to Landlord: Landlord reserves and may exercise
the following rights without affecting Tenant's obligations hereunder:
(a) To change the name or the street address of the Building or the
Development;
(b) To install and maintain a sign or signs oil the exterior of the
Building;
(c) To designate all sources furnishing sign painting and lettering, lamps
and bulbs used on the Premises;
(d) To retain at all times pass keys to the Premises;
(e) To grant to anyone the exclusive right to conduct any particular
business or undertaking in the Building or the Development;
(f) To change the arrangement and/or location of entrances and corridors in
and to the Building and to add, remove, rename or modify buildings,
roadways, parking areas, walkways, landscaping, lakes, grading and
other improvements in or to the Development.
22.01 Relocation of Premises: Landlord reserves the right to relocate
Tenant during the Term to other premises in the Building or in another building
within the Development (the New Premises"), in which event the New Premises
shall be deemed to be the Premises for all purposes under this Lease, provided:
(a) the New Premises shall be similar to the Premises in area and
appropriateness for the use of Tenant's purposes; (b) if Tenant is then
occupying the Premises, Landlord shall pay the reasonable expense of moving
Tenant, its property and equipment to the New Premises and such moving shall be
done at such time and in such manner so as to cause the least inconvenience to
Tenant; (c) Landlord shall give to Tenant not less than thirty (30) days prior
written notice of such substitution; and (d) Landlord shall, at its sole cost,
improve the New Premises with improvements substantially similar to those
located in the Premises.
23.01 Landlord's Lien: In addition to any statutory lien for rent in
Landlord's favor, Landlord shall have and Tenant hereby grants to Landlord a
continuing security interest for all rentals and other sums of money becoming
due hereunder from Tenant, upon all goods, wares, equipment, fixtures,
furniture, inventory, accounts, contract rights, chattel paper and other
personal property of Tenant situated on the Premises, and such property shall
not be removed therefrom without the consent of Landlord until all arrearages in
rent as well as any and all other sums of money then due to Landlord hereunder
shall first have been paid and discharged. In the event of a default under this
Lease, Landlord shall have, in addition to any other remedies provided herein or
by law, all rights and remedies under the Uniform Commercial Code, including
without limitation the right to sell the property described in this Section at
public or private sale upon five (5) days notice to Tenant. Tenant hereby agrees
to execute such financing statements and other instruments necessary or
desirable in Landlord's discretion to perfect the security interest hereby
created.
Landlord: _____ Tenant: _____
15
24.01 Subordination: Tenant accepts this Lease subject and subordinate
to any mortgage and/or deed of trust now or at any time hereafter constituting a
lien or charge upon the Development, the Building, or the Premises, without the
necessity of any act or execution of any additional instrument of subordination;
provided, however, that if the mortgagee, trustee, or holder of any such
mortgage or deed of trust elects to have Tenant's interest in this Lease
superior to any such instrument, then by notice to Tenant from such mortgagee,
trustee or holder, this Lease shall be deemed superior to such lien, whether
this Lease was executed before or after said mortgage or deed of trust. Tenant
shall at any time hercaf1cr oil demand execute any instruments, releases or
other documents which may be required by any mortgagee for the purpose of
evidencing the subjection and subordination of this Lease to the lien of any
such mortgage or for the purpose of evidencing the superiority of this Lease to
the lien of any such mortgage as may be the case.
25.01 Mechanics Liens and Other Taxes: (a) Tenant shall have no
authority, express or implied, to create or place any lien or encumbrance of any
kind or nature whatsoever upon, or in any manner to bind the interests of
Landlord in the premises or to charge the rentals payable hereunder for any
claim in favor of any person dealing with Tenant, including those who may
furnish materials or perform labor for any construction or repairs, and each
such claim shall affect and each such lien shall attach to, if at all, only the
Ieasehold interest granted to Tenant by this instrument. Neither Tenant nor
anyone claiming by, through or under Tenant, including, without limitation,
contractors, subcontractors, materialmen, mechanics and laborers, shall have any
right to file or place mechanic's, materialmen's or other liens of any kind
whatsoever upon the demised premises or upon the tract of land described on
Exhibit A, or any portion thereof, on the contrary, any such liens are
specifically prohibited and shall be null and void and of no further force or
effect.
Tenant covenants and agrees that it will pay or cause to be paid all sums
legally due and payable by it on account of any labor performed or materials
furnished in connection with any work performed on the premises on which any
lien is or can be validly and legally asserted against its leasehold interest in
the premises or the improvements thereon and that it will save and hold Landlord
harmless from any and all loss, cost or expense based on or arising out of
asserted claims or liens against the leasehold estate or against the right,
title and interest of the Landlord in the premises or under the terms of this
lease. Tenant agrees to give Landlord immediate written notice if any lien or
encumbrance if placed on the premises.
(b) Tenant shall be liable for all taxes levied or assessed against
personal property, furniture or fixtures placed by Tenant in the premises. If
any such 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.
26.01 Notices: Each provision of this instrument or any applicable
governmental laws, ordinances regulations and other requirements with reference
to the sending, mailing or delivery of any notice or the making of any payment
shall be deemed to be complied with when and if the following steps arc taken:
Landlord: _____ Tenant: _____
16
(a) All rent and other payments required to be made by Tenant to
Landlord shall be payable to: TCAC Principal Mutual Life Insurance
Company or to such other entity at the such other address as Landlord
may specify from time to time by written notice delivered in accordance
herewith.
(b) Any notice or document required or promised to be delivered
hereunder shall be deemed to be delivered, whether actually received or
not, when deposited in the United States Mail, postage prepaid,
Certified or Registered Mail, addressed to the parties hereto at the
respective addresses set out below, or at such other address as they
have theretofore specified by written notice delivered in accordance
herewith:
Landlord: Principal Mutual Life Insurance Company Tenant: Peregrine Industries
000 Xxxx Xxxxxx 000 Xxxxxxxx Xxxxx
Xxx Xxxxxx, Xxxx 00000 Xxxxxxxxx Xxxxx, Xxxxxxx 00000
and
c/o Xxxxxxxx Xxxx Company
0000 Xxxxx Xxxxxxx Xxxxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
If and when included within the term "Landlord", or "Tenant", as used in this
instrument, there is more than one person, firm or corporation, all shall
jointly arrange among themselves for their .joint execution of such a notice
specifying some individual at some specific address for the receipt of notices
and payments. All parties included within the terms "Landlord" and "Tenant",
respectively, shall be bound by notices given in accordance with the provisions
of this paragraph to the same effect as if each had received such notice.
27.01 Miscellaneous: (a) Words of any gender used in this Lease shall
be held or construed to include any other gender, and words in the singular
number shall be held to include the plural, unless the context otherwise
requires.
(b) The terms, provisions and covenants and conditions contained in
this Lease shall apply to, inure to the benefit of, and be binding
upon, the parties hereto and upon their respective heirs, legal
representatives, successors and permitted assigns, except as otherwise
herein expressly provided. Landlord shall have the right to assign any
of its rights and obligations under this Lease and Landlord's grantee
or Landlord's successor, as the case may be, shall upon such
assignment, become Landlord hereunder, thereby freeing and relieving
the grantor or assignor, as the case may be, of all covenants and
obligations of Landlord hereunder. Each party agrees to furnish to the
other, promptly upon demand, a corporate resolution, proof of due
authorization by partners, or other appropriate documentation
evidencing the due authorization of' such party to enter into this
Lease, Nothing herein contained shall give any other tenant in the
Development or the Building any enforceable rights either against
Landlord or Tenant as a result of the covenants and obligations of
either party set forth herein. If there is more than one Tenant, the
obligations
Landlord: _____ Tenant: _____
17
of Tenant shall be joint and several. Any indemnification of, insurance
of, or option granted to Landlord shall also include or be exercisable
by Landlord's agents and employees.
(c) The captions inserted in this Lease are for convenience only and in
no way define, limit or otherwise describe the scope or intent of this
Lease, or any provision hereof, or in any way affect the interpretation
of this Lease.
(d) In no event shall Landlord's liability for any breach of this Lease
exceed the amount of rental then remaining unpaid for the then current
Term (exclusive of any renewal periods which have not then actually
commenced). This provision is not intended to be a measure or agreed
amount of Landlord's liability with respect to any particular breach
and shall not be utilized by any court or otherwise for the purpose of
determining any liability of Landlord hereunder, except only as a
maximum amount not to be exceeded ill any event. In addition, it is
expressly understood and agreed that nothing in this Lease shall be
construed as creating any liability against Landlord, or its successors
and assigns, personally, and in particular without limiting the
generality of the foregoing, there shall be no personal liability to
pay an), indebtedness accruing hereunder or to perform any covenant,
either express or implied, herein contained, and that all personal
liability of Landlord, or its successors and assigns, of every sort, if
any, is hereby expressly waived by Tenant, and that so far as Landlord,
or its successors and assigns is concerned Tenant shall look solely to
the Building for the payment thereof.
(e) Except as set forth in Section 8.01 above, this Lease may not be
altered, changed or amended except by all instrument in writing signed
by both parties hereto.
(f) All obligations of Tenant not fully performed as of the expiration
or earlier termination of the term of this Lease shall survive the
expiration or earlier termination of the Term, including without
limitation, all payment obligations with respect to Operating Costs and
all obligations concerning the condition of the Premises. Upon the
expiration or earlier termination of the Term, and prior to Tenant
vacating the Premises, Landlord and Tenant shall jointly inspect the
Premises and Tenant shall pay to Landlord any amount estimated by
Landlord as necessary to put the Premises, including without limitation
heating and air conditioning systems and equipment therein, in good
condition and repair. Any work required to be done by Tenant prior to
its vacation of the Premises which has not been completed upon such
vacation, shall be completed by Landlord and billed to Tenant at cost
plus fifteen percent. Tenant shall also, prior to vacating the
Premises, pay to Landlord the amount, as estimated by Landlord, of
Tenant's obligation hereunder for Operating Costs. All such amounts
shall be used and held by Landlord for payment of such obligations of
Tenant hereunder, with Tenant being liable for any additional costs
therefor upon demand by Landlord, or with any excess to be returned to
Tenant after all such obligations have been determined and satisfied,
as the case may be. Any security deposit held by Landlord shall be
credited against the amount payable by Tenant under this Section.
(g) If any clause, provision or portion of this Lease or the
application thereof to any person or circumstance shall be invalid or
unenforceable under applicable law, such event shall not affect, impair
or render invalid or unenforceable the remainder of this Lease nor any
other clause, phrase, provision or portion hereof, nor shall if affect
the application of
Landlord: _____ Tenant: _____
18
any clause, phrase, provision or portion hereof to other persons or
circumstances, and it is also the intention of the parties to this
Lease that in lieu of each such clause, phrase, provision or portion of
this Lease that is invalid or unenforceable, there be added as a part
of this Lease a clause, phrase, provision or portion as similar in
terms to such invalid or unenforceable clause, phrase, provision or
portion as may be possible and be valid and enforceable.
(h) Submission of this Lease shall not be deemed to be a reservation of
the Premises. Landlord shall not be bound hereby until its delivery to
Tenant of an executed copy hereof signed by Landlord, already having
been signed by Tenant, and until such delivery Landlord reserves the
right to exhibit and lease the Premises to other prospective tenants.
Notwithstanding anything contained herein to the contrary Landlord may
withhold delivery of possession of the Premises from Tenant until such
time as Tenant has paid to Landlord the security deposit required
hereunder and the first month's rent as required hereunder, and any
other sums required hereunder.
(i) Tenant shall at any time and from time to time within ten (10 )
days after written request from Landlord, execute and deliver to
Landlord an estoppel certificate, in form reasonable satisfactory to
Landlord.
(j) Whenever a time period is prescribed for action to be taken by
Landlord, Landlord shall not be liable or responsible for, and there
shall be excluded from the computations for any such time period, any
delays due to causes beyond the control of Landlord.
(k) 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 a 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. The above
statement is incorporated in the lease as a requirement in order to
comply with Florida Statute 404.056(8).
28.01 Effective Date: All references in this Lease to the "date hereof"
or similar references shall be deemed to refer to the last date in
point of time, on which all parses hereto have executed this Lease.
29.01 Surrender: Tenant shall peaceably surrender the premises to
Landlord oil the expiration date, in broom-clean condition and in as
good condition as when Tenant took possession, except for (i)
reasonable wear and tear; (ii) loss by fire or other casualty; and
(iii) loss by condemnation. Tenant shall, on Landlord's request, remove
Tenant's property on or before the expiration and promptly repair all
damage to the premises or building caused by such removal.
(b) If Tenant abandons or surrenders the premises, or is dispossessed
by process of law or otherwise, Tenant shall remove its personal
property from the Premises. If Tenant fails to remove its personal
property, Landlord, at its option may treat such failure as a hold over
as defined in the Lease, and/or may (without liability to Tenant for
loss thereof), at
Landlord: _____ Tenant: _____
19
Tenant's sole cost and in addition to Landlord's other rights and
remedies under this Lease, at law or in equity: (a) remove and store
such items; and /or (b) upon ten days prior notice to Tenant, sell all
or any such items at private or public sale for such price as Landlord
at its discretion may obtain. Landlord shall apply the proceeds of any
such sale to any amounts due to Landlord under this Lease from Tenant
(including Landlord's attorneys fees and other costs incurred in the
removal, storage and/or sale of such items), with any remainder to be
paid to Tenant.
30.01 Tenant Improvements: Landlord shall perform, or cause to be
performed, certain Tenant Improvements ("Tenant Improvements") to the
Premises as set forth in Exhibit C ("Space Plan"), attached and made a
part hereof and mutually agreed upon by Landlord and Tenant. In no
event shall Landlord incur any cost in connection with the Tenant
Improvements in excess of $8,000.00 ("Landlord's Share") which includes
the cost of all materials, labor, permit fees, inspection fees,
architectural fees and Landlord's 5% construction management fee,
computed upon Landlord's Share only. All improvement costs in excess of
Landlord's Share shall be borne solely by Tenant ("Tenant's Share").
Tenant's Share, if any, shall be paid by Tenant as additional rent,
one-half upon construction commencement and the balance upon occupancy.
Within five (5) days following full execution of this Lease, Tenant
shall deliver sufficient instruction to enable Landlord's architect and
engineers to prepare complete plans and specifications, ("Construction
Drawings"). in the event that the information submitted by Tenant is
not sufficient for such purposes, Landlord shall notify Tenant within
ten (10) business days after receipt thereof specifying the reasons
wily the information provided by Tenant is not sufficient. Within five
(5) business days thereafter, Tenant shall provide to
Landlord the information which Landlord has requested in a form
sufficient to permit Landlord's architect to proceed with the
preparation of the Construction Drawings.
When the architect has completed the Construction Drawings, Landlord
shall submit to Tenant such Construction Drawings for approval or
revision. Tenant shall approve the Construction Drawings, or provide
sufficient information to architect to make revisions within five (5)
business days of submission by Landlord. Tenant's approval of such
Construction Drawings shall not be unreasonably withheld or delayed.
After receipt and approval by Tenant of the Construction Drawings,
Landlord shall perform, or cause to be performed the Tenant
Improvements Substantially in accordance with the Construction Drawings
provided, however, that Landlord may make non-material changes in
design or construction which are necessary in the judgment of Landlord
or its architects, contractors, agents, or representatives. Tenant also
may alter or modify the Construction Drawings at any time, but any such
change, alteration, or modification is subject to Landlord's reasonable
approval, and must conform to all relevant building codes, ordinances,
regulations energy regulations, and any other governmental
requirements. The cost of such change, alteration, or modification by
the Tenant shall be at the Tenant's sole cost and expense.
The cost of any changes and/or additions made to the Premises at the
request or Tenant after Landlord and Tenant have agreed on the
Construction Drawings, including, but not limited to, (lie actual cost
of such changes and/or additions, the cost of revisions in the
Landlord: _____ Tenant: _____
20
plans and specifications and the cost of any delays in construction,
whether or not such changes are finally agreed to, shall be paid upon
Landlord's presentation of a xxxx therefore, such amount shall be
treated as additional rent.
All work not within the scope of Landlord's construction of the
Premises, such as the furnishing and installation of floor covering
other than Building Standard, furniture, telephone equipment, and
office equipment, shall be furnished and installed by Tenant at
Tenant's expense. Tenant shall conduct its work in such a manner as to
maintain harmonious labor relations and as to not to interfere
unreasonably with or delay the work of Landlord's contractors or the
subcontractors of other tenants. Tenant's contractors, subcontractors,
and labor shall be reasonably approved by Landlord and shall be subject
to the administration supervision of Landlord's construction
supervisor. Contractors and subcontractors engaged by Tenant shall
employ persons and means to insure so far as may be possible the
progress of the work without interruption on account of strikes, work
stoppages, or similar causes for delay. Landlord shall give access to
the Premises to Tenant to adapt the Premises for Tenant's use provided,
however, that if such entry is prior to tire Rent Commencement Date,
such entry shall be subject to all of the terms and conditions of the
Lease except the payment of rent, and such entry shall not delay the
Rent Commencement Date. All work performed by Tenant or at Tenant's
expense shall conform to and comply with any and all local, state, and
federal building codes, ordinances, and the N.F.P.A. Life Safety Code.
31.01 Indemnification: The Tenant will indemnify and hold harmless the
Landlord against and from any and all claims arising from (i) the
Tenant's occupancy of the Premises, (including, but not limited to,
statutory liability and liability under workers' compensation laws),
(ii) any breach or default in the performance of any obligation on the
Tenant's part to be performed under the terms of this Lease, (iii) any
act or negligence of the Tenant, or any officer, agent, employee,
guest, or invitee of the Tenant, (iv) all costs, reasonable attorneys'
fees, expenses and liabilities incurred in or about any such claim or
any action or proceeding brought thereon, and, in any case, action or
proceeding brought against the Landlord by reason of any such claim.
The Tenant upon notice from the Landlord will defend the same at the
Tenant's expense.
The Tenant, as a material part of the consideration to the Landlord
assumes all risk of damage to property or injury to persons, in, upon
or about the Premises, (i) except that the Tenant does not assume any
risk for damage to the Tenant resulting from the willful misconduct or
gross negligence of the Landlord or its authorized representatives,
(ii) from any cause whatsoever except that which is caused by the
failure of the Landlord to observe any of the terms and conditions of
the Lease if such failure has persisted for air unreasonable period of
time after written notice of such failure.
The Landlord is not liable for any claims, costs or liabilities arising
out of or in connection with the acts or omissions of any other tenants
in the Building. The Tenant waives all of its claims in respect there
of against the Landlord.
Landlord: _____ Tenant: _____
21
32.01 Insurance By Tenant: Tenant shall, during the Lease Term, procure
at its expense and keep in force the following insurance:
(1) Commercial general liability insurance naming the Landlord as an
additional insured against any and all claims for bodily injury and
property damage occurring in, or about the Premises arising out of
Tenant's use and occupancy of the Premises. Such insurance shall have a
combined single limit of not less than One Million Dollars ($1,000,000)
per occurrence with a Two Million Dollar ($2,000,000) aggregate limit
and excess umbrella liability insurance in the amount of Two Million
Dollars ($2,000,000). If the Tenant has other locations that it owns or
leases, the policy shall include ail aggregate limit per location
endorsement. Such liability insurance shall be primary and riot
contributing to any insurance available to Landlord and Landlord's
insurance shall be in excess thereto. In no event shall the limits of
such insurance be considered as limiting the liability or Tenant under
this lease.
(2) Personal property insurance insuring all equipment, trade fixtures,
inventory, fixtures and personal property located on or in the Premises
for perils covered by the cause of loss - special form (all risk)
except, coverage for flood, earthquake and boiler and machinery. Such
insurance shall be written on a replacement cost basis in an amount
equal to one hundred percent (100%) of the full replacement value of
the aggregate of the foregoing.
(3) Workers' compensation insurance in accordance with statutory law
and employers' liability insurance with a limit of not less than
$100.000 per employee and $500,000 per occurrence.
(4) Such other insurance as Landlord deems reasonably necessary and
prudent or required by Landlord's beneficiaries or mortgages of any
deed of trust or mortgage encumbering the Premises.
The policies required to be maintained by Tenant shall be with
companies rated AX or better in the most current issue of Best's
Insurance Reports. Insurers shall be licensed to do business in the
state in which the Premises are located and domiciled in the USA. Any
deductible amounts under any insurance policies required hereunder
shall not exceed S 1,000. Certificates of insurance (certified copies
of the policies may be required) shall be delivered to Landlord prior
to the commencement date and annually thereafter at least thirty (30)
days prior to the expiration date of the old policy. Tenant shall have
the right to provide insurance coverage which it is obligated to carry
pursuant to the terms hereof in a blanket policy, provided such blanket
policy expressly affords coverage to the Premises and to Landlord as
required by this Lease. Each policy of insurance shall provide
notification to Landlord at least thirty (30) (lays prior to any
cancellation or modification to reduce the insurance coverage.
This clause shall supplement the clause in the body of the Lease
Paragraph 16.01.
33.01 Waiver of Subrogation: Landlord and Tenant hereby mutually waive
their respective rights to recovery against each other for any loss of,
or damage to, either parties' property, to the extent that such loss or
damage is insured by an insurance policy required
Landlord: _____ Tenant: _____
22
by its insurer whereby the insurer waives its rights of subrogation
against the other party. The provisions of this clause shall not apply
in those instances in which waiver of subrogation would cause either
party's insurance coverage to be voided or otherwise made
uncollectible.
34.01 Acceptance of Premises/Tenant Improvements: Tenant acknowledges
that it has inspected the Premises, knows the condition thereof, and
accepts such Premises, and specifically the buildings and improvements
comprising the same, in their present condition, as suitable for the
purposes for which the Premises are leased, subject to Landlord's
completion of the Tenant Improvements described in Paragraph 30.01. If
this lease is executed before the Premises become vacant or otherwise
available and ready for occupancy, of if any present tenant or occupant
of the Premises holds over, and Landlord cannot, using good faith
efforts, acquire possession of the Premises prior to the date above
recited as the commencement date of this lease, Landlord shall not be
deemed to be in default hereunder, nor in any way liable to Tenant
because of such failure, and Tenant agrees to accept possession of the
Premises at such time as Landlord is able to tender the same.
35.01 Insurance By Landlord: Landlord shall, during the Lease Term,
procure and keep in force the following insurance, the cost of which
shall be deemed as Tenant's Proportionate Share of Operating Costs
payable, by Tenant pursuant to Paragraph 7.02: (1) Property insurance
insuring the building and improvements and rental value insurance for
perils covered by the causes of loss - special form (all risk) and in
addition coverage for flood, earthquake and boiler and machinery (if
applicable). Such coverage (except for flood and earthquake) shall be
written oil a replacement cost basis equal to ninety percent (90%) of
the full insurable replacement value of the foregoing and shall not
cover Tenant's equipment, trade fixtures, inventory, fixtures or
personal property located on or in the Premises.
(2) Commercial general liability insurance against any and all claims
for bodily injury and property damage occurring in or about the
Building or the Land. Such insurance shall have a combined single limit
of not less than One Million Dollars ($1,000,000) per occurrence per
location with a Two Million Dollar ($2,000,000) aggregate limit.
(3) Such other insurance as Landlord deems necessary and prudent or
required by Landlord's beneficiaries or mortgages of any deed of trust
or mortgage encumbering the Premises.
36.01 ADA - General Compliance: Tenant, at Tenant's sole expense, shall
comply with all laws, rules, orders, ordinances, directions,
regulations and requirements of federal, state, county and municipal
authorities now in force or which may hereafter be in force, which
shall impose any duty upon the Landlord or Tenant with respect to the
use, occupation or alteration of the premises, and that the Tenant
shall use all reasonable efforts to fully comply with the Americans
With Disabilities Act.
Landlord: _____ Tenant: _____
23
37.01 Hazardous Substance - General: The term "Hazardous Substances,"
as used in this lease shall mean pollutants, contaminants, toxic or
hazardous wastes, or any other substances the use and/or the removal of
which is required or the use of which is restricted, prohibited or
penalized by any "Environmental Law," which term shall mean any
federal, state or local law, ordinance or other statute of a
governmental or quasi-governmental authority relating to pollution or
protection of the environment. Lessee hereby agrees that (i) no
activity will be conducted oil the premises that will produce any
Hazardous Substance, except for such activities that arc part of the
ordinary course of Lessee's business activities (the "Permitted
Activities") provided said Permitted Activities are conducted in
advance in writing by Lessor; Lessee shall be responsible for obtaining
my required permits and paying any fees and providing any testing
required by any governmental agency, (ii) the premises will not be used
in any manner for the storage of any hazardous Substances except for
the temporary storage of such materials that arc used in the ordinary
course of Lessee's business (the "Permitted Materials") provided such
permitted Materials are properly stored in a manner and location
meeting all Environmental Laws and approved in advance in writing by
Lessor; Lessee shall be responsible for obtaining any required permits
and paying any fees and providing any testing required by any
governmental agency; (iii) no portion of the premises will be used as a
landfill or a dump; (iv) Lessee will not install any underground tanks
of any type; (v) Lessee will not allow any surface or subsurface
conditions to exist or come into existence that constitute, or with the
passage of time may constitute a public or private nuisance; (vi)
Lessee will not permit any Hazardous Substances to be brought into the
premises, except for the Permitted Materials described below, and if so
brought or found located thereon, the same shall be immediately
removed, with proper disposal, and all required cleanup procedures
shall be diligently undertaken pursuant to all Environmental Laws.
Lessor or Lessor's representative shall have the right but not the
obligation to enter the premises for the purpose of inspecting the
storage, use and disposal of Permitted Materials to ensure compliance
with all Environmental Laws. Should it be determined, in Lessor's sole
opinion, that said Permitted Materials are being improperly stored,
used, or disposed of, then Lessee shall immediately take such
corrective action as requested by Lessor. Should Lessee fail to take
such corrective action within 24 hours, Lessor shall have the right to
perform such work and Lessee shall promptly reimburse Lessor for any
and all costs associated with said work. If at any time during or after
the term of the lease, the premises is found to be so contaminated or
subject to said conditions, Lessee shall diligently institute proper
and thorough cleanup procedures at Lessee's sole cost, and Lessee
agrees to indemnify and hold Lessor harmless from all claims, demand,
actions, liabilities, costs, expenses, damages and obligations of any
nature arising from or as a result of the use of the premises by
Lessee. The foregoing indemnification and the responsibilities of
Lessee shall survive the termination or expiration of this Lease.
38.01 Intentionally Deleted
39.01 Brokers Disclosure: Tenant covenants, warrants and represents
that no broker or finder except Xxxxxxxx Xxxx Realty Services, Inc.
("Broker") was instrumental in consummating this Lease and that Tenant
has had no conversations or negotiations with any broker, except
Broker, concerning the subject matter of this Lease. Tenant agrees
Landlord: _____ Tenant: _____
24
hereby to indemnify and hold Landlord harmless against and from any and
all claims for any brokerage commissions or fees and all costs,
expenses and liabilities, including, without limitation, attorneys'
fees and expenses, arising out of any conversations or negotiations had
by Tenant with any broker, except Broker, or any breach of the
foregoing covenant, warranty and representation.
40.01 Prevailing Party: The parties hereto shall have all remedies
existing in law and equity to enforce the terms of or obligations
arising out of the Lease. In the event any legal action or proceeding
is commenced to interpret or enforce the terms of or obligations
arising out of the Lease, or to recover damages for the breach thereof,
the party prevailing in any such action or proceeding shall be entitled
to recover reasonable attorney's fees, court costs and expenses, at
both trial and appellate levels.
41.01 Waiver of Jury Trial, Right To Counterclaim and Right of
Redemption: It is mutually agreed by and between Landlord and Tenant
that, to the fullest extent allowed by law, the respective parties
hereto do hereby waive trial by jury in any action, proceeding or
counterclaim brought by either party hereto against the other
pertaining to any matter whatsoever arising out of or in any way
connected with this Lease, Tenant's use of occupancy of the Premises or
any claim of in-jury or damage. It is further mutually agreed that in
the event Landlord commences any summary proceeding for possession of
the Premises, Tenant will not interpose any counterclaim of whatever
nature or description in any such proceeding but, rather, will assert
any Such claim which Tenant might have in a separate independent
action. Furthermore, Tenant hereby expressly waives ally and all rights
of redemption granted by or under any present or future laws in the
event of Tenant's being evicted or dispossessed for any cause, or in
the event of Landlord's obtaining possession of the Premises, by reason
of the violation by Tenant of any of the covenants and conditions of
this Lease, or otherwise to redeem and repossess the Premises, or any
part thereof, or to reinstate this Lease.
The parties intending to be bound hereby execute or cause this Lease to
be executed this 26th day of June, 1998.
WITNESSES: LANDLORD: Principal Mutual Life Insurance Company
________________________________ _________________________________________________
By:
________________________________ Title:___________________________________________
WITNESSES: TENANT:
________________________________ _________________________________________________
By:
________________________________ Title:___________________________________________
Landlord: _____ Tenant: _____
25
EXHIBIT C
LANDLORD'S WORK
Install two restrooms
Landlord: _____ Tenant: _____
Quorum 5
EXHIBIT A
LEGAL DESCRIPTION
Approximately 12,070 square fee of office and/or warehouse space located in a
building containing approximately 73,052 square feet situated on a portion of
approximately 15.2046 acres on Xxxx 0, 0 xxx 0 Xxxxxxxxx Xxxxxxxx Par, according
to the plat thereof as recorded in Plat Book 111, page 15, of the Public Records
of Broward County, Florida and being more particularly described as 000 Xxxxx
Xxxxxxxx Xxxxx, Xxxxxxxxx Xxxxx, Xxxxxxx. Further described as Quorum Business
Center #5 situated within a development known as Quorum Business Center
consisting of approximately 408,874 square feet.
Landlord: _____ Tenant: _____
FIRST AMENDMENT TO LEASE AGREEMENT
BETWEEN PRINCIPAL MUTUAL LIFE INSURANCE COMPANY,
AN IOWA CORPORATION, ("LANDLORD") AND
PEREGRINE INDUSTRIES, INC., A FLORIDA CORPORATION ("TENANT")
FOR PREMISES LOCATED AT
000 Xxxxx Xxxxxxxx Xxxxx, Xxxxxxxxx Xxxxx, Xxxxxxx 00000
THIS FIRST AMENDMENT TO LEASE is made this 29th day of June, 1998 between
PRINCIPAL MUTUAL LIFE INSURANCE COMPANY, ("Landlord") and PEREGRINE INDUSTRIES,
INC., A FLORIDA CORPORATION, ("Tenant").
BACKGROUND
By the Original Lease dated August 22, 1996 referred above, Landlord leased to
Tenant approximately 16,008 square feet at 000 Xxxxx Xxxxxxxx Xxxxx, Xxxxxxxxx
Xxxxx, Xxxxxxx. The Original Lease together with the First Amendment to Lease
are hereinafter defined as "the Lease".
At this time, Landlord and Tenant wish to extend the term of the Lease and
modify the Base Rent.
AGREEMENT
In consideration of the mutual promises of the parties, intending to be legally
bound, hereby agree as follows:
1. Term: The Lease is hereby amended and extended for a period of 46
Months, beginning November 1, 1999 and expiring August 30, 2003
("Extended Term").
2. Base Rent: The Base Rent outlined in Paragraph 3.01 of the Lease and
Paragraph 29.01 of the Rider to Lease is hereby amended according to
the following schedule:
Month of Monthly Annual
Extended Term Base Rent Base Rent
------------- --------- ---------
November 1, 1999 - October 31, 2000 $6,331.51 $75,978.12
November 1, 2000 - October 31, 2001 $6,648.09 $79,777.08
November 1, 2001 - October 31, 2002 $6,980.50 $83,766.00
November 1, 2002 - August 30, 2003 $7,329.53 $87,954.36
3. Operating Costs: Tenant will continue to pay its proportionate share of
Operating Costs during the Extended Term as defined in Paragraph's 7.01
and 7.02 of the Lease.
4. Miscellaneous: Except as set forth in this First Amendment, the Lease
is not otherwise modified and where the provisions of this First
Amendment conflict with the Lease, this First Amendment shall override.
1
FIRST AMENDMENT TO LEASE AGREEMENT
BETWEEN PRINCIPAL MUTUAL LIFE INSURANCE COMPANY,
AN IOWA CORPORATION, ("LANDLORD") AND
PEREGRINE INDUSTRIES, INC., A FLORIDA CORPORATION ("TENANT")
FOR PREMISES LOCATED AT
000 Xxxxx Xxxxxxxx Xxxxx, Xxxxxxxxx Xxxxx, Xxxxxxx 00000
The parties intending to be bound hereby execute or cause this First
Amendment to be executed this 29th day of June, 1998.
WITNESSES: LANDLORD:
Principal Mutual Life Insurance Company,
an Iowa corporation
____________________________________ By: /s/ Xxxxx X. Xxxxxxxxx
------------------------------------
Xxxxx X. Xxxxxxxxx
____________________________________ Title: Vice President and Associate
General Counsel
TENANT:
Peregrine Industries, Inc., A Florida
corporation
____________________________________ By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------------------
____________________________________ Title: President
2
MEMORANDUM OF LEASE
THIS MEMORANDUM OF LEASE, dated this 22nd day of August, 1996, by and
between Principal Life Insurance Company, an Iowa corporation whose address is
c/o Xxxxxxxx Xxxx Company, 0000 Xxxxx Xxxxxxx Xxxxxxx, Xxxxx 000, Xxxx Xxxxx,
Xxxxxxx 00000 ("Landlord"), and Peregrine Industries, Inc., a Florida
corporation, whose address is 000 Xxxxx Xxxxxxxx Xxxxx, Xxxxxxxxx Xxxxx, Xxxxxxx
00000 (Tenant).
WITNESSETH:
Landlord hereby demises and leases unto Tenant and Tenant hereby hires
and takes from Landlord, upon and subject to the covenants and agreements set
forth in that certain Lease dated August 22, 1996, (the "Lease"), made between
Landlord and Tenant, certain premises ("Demised Premises") comprising part of
the commercial real property known as Quorum Business Center Buildings 2-6,
located upon the tract of land described in Exhibit A attached hereto and made a
part hereof, and consisting of the parcel of land, together with the building(s)
erected thereon.
Landlord and Tenant desire to record this Memorandum of Lease for the
purpose of placing the public on notice of inquiry as to the specific
provisions, terms, covenants and conditions of the Lease, all of which are
incorporated herein by reference with the same force and effect as if herein set
forth in full. Specifically, the Lease contains, among others, the following
covenants and agreements between the parties:
"Neither Tenant nor anyone claiming by, through or under Tenant,
including, without limitation, contractors, subcontractors, materialmen,
mechanics and laborers, shall have any right to file or place mechanic's,
materialmen's or other liens of any kine whatsoever upon the demised premises or
upon the tract of land described on Exhibit A, or any portion thereof; on the
contrary, any such liens are specifically prohibited and shall be null and void
and of no further force or effect."
Notice is hereby given pursuant to Section 713.10, Florida Statutes,
that the Lease contains the following provision:
"Tenant has no power to subject Landlord's interest in the demised
premises to any claim of lien of any kind or character and any persons dealing
with Tenant must look solely to the credit of the Tenant for payment."
This Memorandum of Lease is being recorded in lieu of recording the
Lease itself for the purpose of placing the public on notice or inquiry as to
the specific provisions, terms, covenants and conditions thereof, and nothing
herein contained is intended to or does change, modify or affect any of the
terms or provisions of the Lease or the rights, duties, obligations, easements
and covenants running with the land created hereby, all of which remain in full
force and effect.
IN WITNESS WHEREOF, Landlord and Tenant have duly executed and sealed
this Notice of No Liability as of the day and year first above written.
TENANT: Peregrine Industries, Inc.,
a Florida corporation
By: /s/ Xxxxxxx X. Xxxxxxxxx
----------------------------------
Signature
Xxxxxxx X. Xxxxxxxxx
---------------------------------
Printed signature
Its: President
0000 X.X. 00 Xxxxxx, Xxxxxxxxx XX 00000
Post Office Address
2
