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EXHIBIT 10.8
Parkside Plaza Office Lease between Xxx Xxxxxxx and the Registrant dated
June 1, 1990.
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STANDARD OFFICE LEASE
THIS LEASE AGREEMENT made and entered into this 1st day of June, 1990, by
and between Xxx Xxxxxxx, an individual (hereinafter referred to as "Lessor")
and Noven Pharmaceuticals, Inc. (hereinafter referred to as "Tenant" or
"Lessee").
WITNESSETH:
1. DESCRIPTION. Lessor hereby leases unto Tenant and Tenant hereby leases
form Lessor, Suite No. 209 ("Demised Premises") containing approximately 1,091
square feet in that certain building ("Building") located at 00000 X.X. 000xx
Xxxxxx, Xxxxx, XX, also known as "Parkside Plaza."
2. TERM. [Fill in and Initial A or B]
A. The term ("Term") of this Lease shall be 2 years and 7 months from
the 1st day of June, 1990 ("Commencement Date") through the 31st day of
December, 1992 ("Expiration Date") with an additional three (3) two-year
options to run consecutively with an option to purchase any time during this
period at fair market
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value.(1)
B. The term ("Term") of this lease shall commence on the earlier of the
following dates ("Commencement Date"): (i) the date on which Tenant opens for
business in the Demised Premises, or (ii) 7 days after Lessor has tendered
possession (as hereafter provided) of the Demised Premises to Tenant, or (iii)
the date 7 days after Lessor notifies Tenant that the Demises Premises are or
should be ready for occupancy. Tenant shall pay all rent and additional rent
relating to the Demised Premises which accrue after Lessor's tender of
possession.
Tender of possession shall be deemed to have occurred when Lessor has
completed Lessor's work, if any.
If Lessor is unable to give possession of the Demised Premises to Tenant
on the date for the commencement of the term hereof by reason of the fact that
Lessor has not substantially completed any space preparation work in the
Demised Premises pursuant to Lessor's Work Letter signed on behalf of Lessor
and Tenant (which Work
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(1)The purchase price shall be established by the average of three (3)
MAI appraisers; one to be chosen by the Tenant, one by the Landlord, and the
third will be chosen through mutual agreement of the other two appraisers.
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Letter, if any, is made a part hereof by reference) and if the delay in
completion of such work has not been caused by Tenant's failure to submit its
plans and specifications to Lessor on or before the time called for in the Work
Letter, or caused by other act or failure to act by Tenant, then the term of
this Lease shall commence on the day following the day of notification by
Lessor that such work has been substantially completed. If such date shall be
other than the first day of a calendar month, the rent or such months shall be
prorated on a per diem basis. No failure to deliver possession on the
scheduled date for the commencement of the term shall extend, or be deemed to
extend, the term of this Lease.
3. RENTAL PAYMENT. Subject to increase as provided in this Lease. Tenant
agrees to pay to Lessor as and for rent for the Demised Premises for the Term
hereof the sum of Twenty-one thousand seven hundred dollars ($21,700.00) plus
all applicable sales and use taxes which sum for the convenience of the Tenant
shall be paid as follows:
$700.00 ("Base Monthly Rental") plus all applicable sales and use taxes
upon the first day of each calendar month for the Term hereof commencing with
the first calendar month following the calendar month of the Commencement Date.
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The rental payments shall be made to Lessor of the address hereinafter set
forth to which notices to Lessor shall be sent or at such other place as Lessor
may, from time to time, hereafter designate by notice to Tenant. Tenant's
obligation to pay rent and keep and perform any and all covenants and
agreements herein contained shall not be abated, released or discharged because
of any reason whatsoever except as is otherwise specifically provided for in
this Lease. Rent and each installment thereof shall be paid in lawful money of
the United States, legal tender at the time of payment. All rents shall be
payable in advance and paid without deduction, setoff, discount or abatement.
Under no circumstances shall any holding over by Tenant be authorized and
no occupancy beyond the term limited hereby shall ever constitute anything
except an unlawful holding over by Tenant after the expiration of the Term. By
Tenant's execution hereof, Tenant acknowledges that Tenant has inspected the
Demised Premises and the Building and that as of the date hereof the Demised
Premises and the Building are in all respects in satisfactory condition and
acceptable to Tenant and Tenant is accepting same as is.
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4. INCREASE OF BASE RENT: The annual rental for each year of this lease
("lease year"), after the base year shall be increased or decreased, but never
less than the base rent, by an amount equal to the proportion hereafter set
forth, times the amount of the increase or decrease based on the cost of living
escalation published by the Bureau of Labor Statistics U.S. Department of
Labor.
(a) Base year shall be the first full calendar year after the building
has been completed or the first full calendar year of the terms of this lease,
whichever is later.
(b) Direct operating costs shall include: taxes, insurance, and water &
sewer. All expenditures scheduled less often than annually shall be prorated
over the period to which such expenditures are applicable.
(c) For purposes of determining increases or decreases in taxes:
(i) "Base year tax" shall mean the real estate tax xxxx of the land
and building, of which the demised premises are a part, made in the first tax
year that the building is assessed as completed, rather than under construction,
or the base tax year of 1990 and the real estate tax for that year is to be
ascertained.
(ii) "Taxes" shall mean real estate taxes, special
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and extraordinary assessments, and governmental levies imposed upon or with
respect to the land and building of which is the demised premises are a part
and any similar tax imposed in addition to, in substitution for, or in lieu of
such leases.
(d) Lessee's pro rata share of any increase in direct operating costs
shall be determined by the ratio that the gross rental area of the demised
premises bears to the total gross rental of the building which Lessor and
Tenant hereby agree is 3.0 percent.
(e) COST OF LIVING ESCALATION: If two months prior to commencement of
any lease year, the Consumer Price Index (C.P.I.) for "all items" (Miami, FL
C.P.I. Index) as compiled and published by the Bureau of Labor Statistics,
United States Department of Labor not to exceed 5% maximum should be higher
than the Base Consumer Price Index of June 1, 1990, the Minimum Monthly Rent
installments shall be increased by an amount proportionate to the amount of
such increase in the said price index, not to exceed 5% maximum. If such price
index should in the future be compiled upon a different basis, a proper
adjustment will be made therein, for the purposes of this Paragraph, to reflect
any increase the cost of living that has occurred over the Base Consumer Price
Index. If at the time of any such computation the United States Department of
Labor should no longer compile and publish such prices indexes, the
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index for "All Items" compiled and published by any other branch or department
of the Federal government shall be used for the purpose of this paragraph and
if no such index is compiled and published by any branch or department of the
Federal government, the statistics reflecting cost of living increases as
compiled by any institution or organization or individual generally recognized
as an authority by financial and insurance institutions shall be used as a
basis for such adjustment. This provision is independent of the other
provisions which provide for a pass through of certain increases. (See
attached addendum for cost of option renewal).
For example: If the base C.P.I. is 230.5 and two months prior to the first
lease year the C.P.I. is 235.8 and the minimum monthly rent is $1,400.00. The
new minimum monthly rent for the next lease year would be $1,432.19 or
$1,432.00 per month. [235.8 divided by 230.5 = 1.023 X $1,400.00 = $1,432.19
per month].
Lessor shall have the right to treat any sums due pursuant to this
Paragraph as additional rent due hereunder and if the same be not promptly paid
when due. Lessor shall have all the rights and remedies to which Lessor is
entitled for the nonpayment of rent.
5. USE AND POSSESSION. It is understood and agreed that
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the demised space and premises shall be continually used and occupied by the
Lessee during the term of this Lease only for the research, development,
clinical manufacturing and packaging of pharmaceutical products and for no
other purposes or uses whatsoever. Tenant will not make or permit any use of
the space or premises which, directly or indirectly, is forbidden by public
law, ordinance or government regulation or which may be dangerous to life, limb
or property. In the event the Tenant uses the space or premises for any
purposes not expressly permitted herein then the Lessor may terminate the lease
or without notice to tenant, restrain such improper use by injunction or other
legal action.
As a material consideration hereto the Tenant covenants that Tenant will
not without the written consent of the Lessor permit the premises to be
occupied by any person, firm or corporation other than the Tenant whose name
appears on this lease.
6. SERVICES: Lessor agrees to furnish the following services to Tenant:
(1) Automatically operated fire suppressant sprinkler system throughout and
central smoke detector in office areas only. (2) Water. (3) Furnishing,
supplying and maintaining the building's common areas and restroom facilities,
all at Lessor's expense, unless otherwise agreed to in this Lease.
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Tenant agrees to and shall pay when due all charges for utility services,
which are billed to Tenant with respect to the Demised Premises or which are
charged with respect to the Demised Premises as opposed to the Building as a
whole. If the Tenant fails to pay same promptly when due. Lessor shall have
the right, but not the obligation, to pay said charges and Tenant agrees to
reimburse Lessor promptly therefor. Any sum to which Lessor shall be entitled
pursuant to this Paragraph shall be deemed to be additional rent hereunder and,
if the same be not promptly paid to Lessor, Lessor shall have all the rights
and remedies to which it is entitled for the nonpayment of rent. Tenant shall
pay for all utility charges, for electricity, in connection with the Demised
Premises. Lessor will provide 220V Service.
If the Tenant requires additional current or other than 110 volt service,
request for same must be obtained from the Lessor and all work required will be
paid for by the Tenant. The Lessor shall not be liable for any delay or
failure to supply any of such services due to unusual conditions beyond its
control and Lessor shall not be liable for damage nor shall the Tenant ever be
entitled to any abatement of rent for failure to supply same.
7. NO ASSIGNMENTS, SUBLEASES OR ENCUMBRANCES: Tenant shall neither sublet
the Demised Premises or any part thereof nor assign
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this lease or any of the rights herein granted to Tenant without the prior
written consent of Lessor in each instance. Tenant shall have no right or
power to, and shall not, hypothecate, transfer, pledge or other encumber this
Lease or Tenant's rights hereunder nor shall Tenant permit any such
encumbrance. Tenant has no right ow power to cause, permit or do anything
which would cause the Demised Premises, the Building, the Land or Tenant's
interest in this Lease to become the subject of any lien, including, but not
limited to, any mechanic's liens under the laws of the State of Florida and
nothing done by, through, under or against Tenant shall ever create any such
liens. If any such lien is filed, Tenant shall cause the land and the Tenant's
interest in this Lease to be released from the lien thereof by posting a bond
or otherwise within ten (10) days of the date such lien is filed.
8. ALTERATIONS AND IMPROVEMENTS, ETC.:
(a) Tenant shall make no alterations, decorations, installations,
additions or improvements in or to the demised premises without Lessor's prior
written consent. Tenant shall not cut, drill into, disfigure, deface or injure
any part of the premises; nor obstruct or permit any obstruction, alteration,
addition, improvement, decoration or installation in the premises. All
alterations, additions, improvements, decorations or installations (except
movable furniture and fixtures put in at the
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expense of the Tenant and removable without defacing or injuring the Building
or the premises) shall become the property of Lessor at the termination of the
term; Lessor, however, reserves the option to require Tenant upon demand in
writing to remove all fixtures and additions, improvements, decorations or
installations (including those not removable without defacing or injuring the
leased premises) and to restore the premises to the same condition as when
originally leased to Tenant, reasonable wear and tear excepted. Tenant agrees
to restore the premises immediately upon the receipt of the said demand in
writing at his own cost and expense and agrees in case of his failure to do so,
that Lessor may do so and collect the cost thereof from Tenant. Any such
alterations or restorations shall be made at such times and in such manner as
Lessor may designate and so as not to interfere with the occupation, use and
enjoyment of the remainder of the Building by the other tenants thereof.
(b) In making any alterations, decorations, additions, installations or
improvements to or in the premises. Tenant shall employ and use only such
labor, contractors or mechanics as approved by Lessor and all such work done by
Tenant shall be performed and installed in such a manner that the same shall
comply with all provisions of law, ordinances and all rules and regulations of
any and all agencies and authorities having
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jurisdiction over the premises and at such time and in such manner as not to
interfere with the progress of any work being performed by or on account of
Lessor. Notwithstanding the foregoing, it is understood that Tenant is not
obliged by Lessor to make any improvement or improvements and in no event shall
Tenant have the right to create or permit there to be established any lien or
encumbrance of any nature against the premises or the Building for said
improvement or improvements by Tenant shall fully pay the cost of any
improvement or improvements made or contracted by Tenant. Any mechanics's lien
filed against the premises of the Building for work claimed to have been, done
or materials claims to have been furnished to Tenant shall be duly discharged
by Tenant within ten (10) days after the filing of the lien.
(c) Lessor agrees to additional roof penetrations required by Leases
for ventilation of labs and clinical manufacturing areas.
(d) Any improvements made by Tenant will become part of the real estate
and are to remain.
9. INSPECTION, EXAMINATION AND ENTRY: Lessor and Lessor's agents shall
have the right to enter the premises at all reasonable hours to examine the
same and workmen may enter at any time when authorized by Lessor or Lessor's
agents to make such repairs, alternations or improvements in the Building as
Lessor may deem
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necessary or desirable. If during the last month of the term, Tenant shall
have removed all of Tenant's property. Lessor may immediately enter the
premises and prepare them for any future Tenant. Furthermore, the Lessor may
allow such future Tenant to occupy the premises. These acts shall have no
effect upon Tenant's obligations under this Lease and Tenant shall be entitled
to no abatement on diminution of rent as a result thereof, except that in the
event such future Tenant makes any payment for the period up until the
expirations of this Lease, Tenant shall be entitled to a credit to the extent
of such payment. If Tenant shall not be personally present to open and permit
entry into the premises, when entry therein to shall be permissible or
necessary hereunder, Lessor may forcibly enter same without rendering Lessor
liable to any claim for damages and without affecting the obligations and
covenants of this Lease. Employees of Lessor and Lessor's agents shall be
permitted to enter the demised premises by pass-key at all reasonable times.
The Lessor shall also have the right to enter the leased premises at all
reasonable hours for the purpose of displaying said premises to prospective
tenants within ninety days prior to the termination of this Lease.
10. RIGHT OF LESSOR TO USE ENTRANCES, ETC. AND TO CHANGE SAME: For the
purpose of making repairs or alterations in any
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portion of the Building of which the premises form a part, Lessor may use one
or more of the street entrances, halls, passageways and elevators of the said
building, provided, however, that there be no unnecessary obstruction of the
right of entry to the premises while the same are occupied. Lessor may at any
time change the name or number of the Building, remodel or alter the same, or
the locations of any entrance thereto, or any other portion thereof not
occupied by Tenant and the same shall not constitute a constructive or actual,
total or partial eviction.
11. TENANT TO TAKE GOOD CARE OF PREMISES: Tenant shall keep the
premises in a clean, safe and sanitary condition and shall permit no waste or
injury to occur to the premises and fixtures therein, or to any additions,
alterations and improvements thereto. All damage caused by Tenant's
negligence, or that of his agents, servants, employees or visitors, shall be
repaired promptly by Tenant at his sole cost and expense. In the event that
the Tenant fails to comply with the foregoing provisions, the Lessor shall have
the option to enter the premises and make all necessary repairs at Tenant's
cost and expense, the same to be added to and be payable with the next monthly
installment of rent.
12. COMPLIANCE WITH ORDINANCES AND DIRECTIVES OF AUTHORITIES:
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Lessee shall, at its own cost and expense, comply with all present or future
rules, regulations, directives, laws, ordinances and orders of all public
authorities and Fire Underwriters which are or may become applicable to the
leased premises and space, except as said rules pertain to any structural work
or outside repairs. Lessee waives any claim against Lessor for any expenses or
damages resulting from compliance with any of the said rules, regulations,
directives, laws, ordinances or orders.
13. RULES AND REGULATIONS: That in addition to the several covenants in
this Lease, it is mutually covenanted and agreed that the rules and regulations
appertaining to the said building and which are annexed hereto, as part hereof
in Exhibit C, are agreed to in all of their terms and said Tenant agrees to be
bound by the same, and also covenants to be bound by such further rules and
regulations as may be made by said Lessor from time to time, during this Lease,
deemed by it to be necessary, for the safety, care, cleanliness and the
economical management of the premises, and for the preservations of good order
therein. Any failure on the part of the Tenant to comply with the terms of
this Lease, or with any of said rules and regulations now in existence, as
aforesaid, shall, at Lessor's option, work a forfeiture of this Lease and of
all rights of Lessee hereunder, and hereupon the Lessor, its agents
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or attorneys, shall have the right to re-enter said premises and remove Lessee
therefrom and to take all necessary steps to collect any rents due hereunder up
to the time of said forfeiture or cancellation.
14. PARKING: Lessor shall provide and maintain for the use of Tenant and
Tenant's invitees and guests, in common with other tenants of the Building and
their invitees and guests, an off-street parking area. Lessor reserves the
right, however, to enlarge or rearrange such parking facility and Tenant agrees
that Tenant and Tenant's employees, if requested by Lessor will park their
automobiles only in such areas as Lessor designates from time to time.
15. EQUIPMENT: In the event Tenant desires to place any equipment in the
Demised Premises other than normal and customary business equipment, Tenant
shall be allowed to install all equipment necessary to carry out said use per
paragraph "5". In connection with the installation, maintenance and use by
Tenant in equipment using or producing electricity, x-rays, ultra violet rays,
infrared rays, sound waves or other rays, waves or forces emitted by scientific
or technological equipment. Tenant covenants that Tenant will maintain
adequate and proper safeguards,
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procedures and equipment necessary or desirable for the use of such equipment
and that Tenant will indemnify Lessor and hold Lessor harmless from any
liability to which Lessor might or could become subjected by reason of
inconvenience, injury or damage to person or property resulting from the use of
any Tenant's equipment. In addition, should the installation or use of or any
equipment, whether properly or improperly installed or protected, result in any
increase in the fire insurance rate payable by Lessor or by any other tenant
(nothing herein contained being construed to permit Tenant to do anything or to
install or use any equipment which would result in any increase in any fire
insurance rate), then Tenant shall be liable for such increased rate and shall
pay to Lessor forthwith upon demand all increased costs resulting therefrom.
Any equipment, including medical and dental equipment, installed by Tenant
shall be and remain at all times the property of Tenant and shall be removed by
Tenant at the termination of the tenancy, at Tenant's own cost and expense; and
upon such removal Tenant shall restore the Demised Premises to their original
condition, usual wear and tear excepted.
16. SIGNS: The Tenant will not place any signs or other
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advertising matter or material on the exterior or on the interior, where
possible to be seen from the exterior, of the leased premises or of the
building in which the leased premises are located, without the prior written
consent of the Lessor. Any lettering or signs placed on the interior of said
building shall be for directional purposes only and such signs and lettering
shall be of a type, kind, character and description to be approved by the
Lessor.
17. DAMAGE TO PROPERTY: It is covenanted and agreed by and between the
parties hereto that the Lessor shall not in any event, whether caused by the
Lessor's negligence or otherwise, be liable for any loss, damage or injury to
the Tenant, Tenant's agents, servants, employees or visitors, or to the
Tenant's property, for any damage or injury caused by or from the bursting or
leaking of boilers of water, sewer or steam pipes, or air conditioning
equipment, or from heating or plumbing fixtures, or from electric wires,
equipment or fixtures, or from gas odors or from the elements, or from any
cause whatsoever, except in the case of the willful neglect of the Lessor.
18. SUBORDINATION AND ATTORNMENT: This Lease is subject and subordinate
to the lien of any mortgage or ground lease or deeds of
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trust or other encumbrances, now or hereafter placed upon the land or Building,
in any amounts whatsoever. Tenant covenants and agrees to execute and deliver
such instruments evidencing such subordination of this Lease to such liens of
any such mortgages, deeds of trust or other encumbrances, as may be requested
by Lessor from time to time.
As aforedescribed, this Lease is subordinate to the lien of any existing
and/or future mortgage and any further advances, renewals, extensions or
modifications thereof, so long as Tenant is not in default under the Lease at
that time, this Lease shall continue in full force and effect as a direct and
valid Lease between the Tenant and then owner of the fee provided that the then
new owner shall not be liable for any previous act or omission of Lessor or any
other party, or be subject to any offsets against Lessor, or bound by
prepayment of more than one (1) month's rent.
19. DAMAGE BY FIRE OR OTHER CASUALTY: In the event that the Demised
Premises are rendered untenantable by reason of fire, explosion or any other
casualty, Lessor, at its option, may either repair the said premises to make
the same tenable within one hundred eighty (180) days thereafter, or may, at
its option, terminate this Lease. In either event, Lessor shall give Tenant a
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thirty (30) day notice in writing. Furthermore, in the event that the Demised
Premises are untenantable and further if Tenant is not liable for the damage in
question, Tenant's rent for that period of time shall be abated or apportioned
under this Lease or otherwise.
20. CONDEMNATION: If during the term of this Lease, the whole of the
leased premises or Building, or such portion(s) thereof as will render the
leased premised unusable for the purpose leased, be condemned or otherwise
leased or taken under the right of eminent domain by any competent authority
for public or quasi-public use or purpose or is taken by private purchase in
lieu of condemnation, then in such event this Lease shall, at the option of the
Lessor, cease and come to an end as of the date of the vesting of title in such
public authority or by private purchase, or when possession is given to such
public authority, whichever event last occurs. Upon such occurrence the rent
shall be proportioned as of such date and any prepaid rent shall be returned to
the Tenant. The Lessor shall be entitled to the entire award or purchase price
and the Tenant shall have no right or claim to any part thereof.
21. ABANDONMENT: In case Tenant shall fail to take possession at the
commencement of the term, or in case the premises or any part thereof shall be
vacated during the term prior to the
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expiration of the term of this Lease. Lessor shall have the right to enter the
premises without instituting any proceeding either by force or otherwise
without being liable for damages therefor, and to relet the same, or any part
thereof, for the unexpired portion of the term or longer and to collect the
rent therefor and to apply the rents so collected to the payment of rent and
all other sums payable to Lessor. Tenant shall in such case remain responsible
to Lessor for any and all deficiency, loss and damage suffered by Lessor.
22. RE-ENTRY, DEFAULT: The Tenant covenants that if the rent reserved by
this Lease or any part thereof shall be unpaid when due, or, if the premises
shall become vacant or actually unoccupied during the term, or if the Tenant
shall fail to perform any of the conditions, covenants, provisions and
agreements contained herein, or if a petition in bankruptcy shall be filed by
the Tenant, or if the Tenant shall be adjudged bankrupt or insolvent by any
court, or if a receiver or trustee in bankruptcy or receiver of the property of
the Tenant shall be appointed in any suit, action or proceeding, or if the
Tenant shall make an assignment for the benefit of creditors, of if an
execution shall be issued against the Tenant, or if the Tenant's leasehold
interest herein shall be levied upon, or if the Tenant's leasehold interest
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herein shall by operation of law pass to any person other than the Tenant, then
in each and every case, the Lessor may, at its option, without notice to the
Tenant or to any assignee, transferee, trustee, receiver or other person or
persons with force or otherwise, retake and recover possession of said premises
and terminate this Lease and the term herein and hereby granted and demised;
or, in each and such case, the Lessor may, at its option, without notice to the
Tenant or to any assignee, transferee, trustee, receiver or other person or
persons, with force or otherwise enter said premises and relet the same as it
may see fit, without avoiding or terminating this Lease, and for the purpose of
such reletting the Lessor may make such repairs, alterations and addition in or
to said premises as the Lessor may deem necessary for the purpose and charges
of such reletting, alterations and additions in and to said premises to equal
the rent hereinabove covenanted to be paid by the Tenant, then the Tenant shall
pay any deficiency arising upon demand therefor and such deficiency shall be
considered, construed and taken to be a debt provable in bankruptcy or
receivership.
23. ATTORNEY'S FEES: If the Tenant defaults in the performance of any of
the covenants of this Lease and by reason thereof the Lessor employs the
services of an attorney to enforce
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performance of the covenants by the Tenant, to evict the Tenant, to collect
monies due by the Tenant, or to perform any service based upon said default,
then in any of said events, the Tenant does not agree to pay a reasonable
attorney's fee, including all appellate fees and all expenses and costs
incurred by the Lessor pertaining thereto and in enforcement of any remedy
available to the Lessor.
24. HOLDING OVER: In the event the Tenant shall withhold from the Lessor
the possession of the premises demised herein after the termination of this
Lease and the term hereby demised, whether by expiration of said term or by
election or act of either party hereto, the damages for which the Tenant shall
be liable to the Lessor for a period equal to the period of such detention. In
the event the Tenant shall remain in possession of said premises after the
expiration and termination of this Lease for any cause whatsoever, the Tenant
shall then be considered a tenant at will and by sufferance and no such holding
over or retention of possession or occupancy shall operate as an extension or
renewal of this Lease in any manner whatsoever.
25. CERTIFICATE BY TENANT: Tenant shall deliver to Lessor or to its
mortgagee, auditors or prospective purchaser, or the owner of the fee, when
requested by Lessor, a certificate to the
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effect that this Lease is in full force and effect and that Lessor is not in
default therein, or stating specifically any exceptions thereto. Failure to
give such a certificate within two (2) weeks after written request shall be
conclusive evidence that the lease is in full force and effect and Lessor is
not in default and Tenant shall be estopped from asserting any defaults known
to him at that time.
26. INDEMNIFICATION: The Lessor shall not be liable for any damage or
injury to any person or property whether it be the person or property of the
Tenant, the Tenant's employees, agents, guests, invitees or otherwise by reason
of Tenant's occupancy and use of the leased premises or because of the fire,
flood, windstorm, Acts of God or for any other reason.
Tenant shall indemnify and save Lessor harmless and does agree to
indemnify and save Lessor harmless, of and from all fines, claims demands and
causes of action of every nature whatsoever arising or growing out of or in any
manner connected with the occupation or use of the premises and Building and
every part thereof, by Tenant and the employees, agents, servants, guests and
invitees of Tenant including without limiting the generality of the foregoing,
any claims, demands and causes of action for personal
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injury and/or property damage and said indemnification shall extend to any
fines, claims, demands and causes of action of every nature whatsoever which
may be made upon, sustained or incurred by Lessor or reason of any breach,
violation or non-performance of any term, covenant or condition hereof on the
part of Tenant or by reason of any act or omission on the part of Tenant and
the employees, agents, servants, guests and invitees of Tenant. In any such
event, contributory negligence, except willful neglect, on the part of the
Lessor shall not any wise affect Tenant's obligations under this
indemnification. Tenant agrees that this indemnification shall further extend
to all costs incurred by Lessor, including reasonable attorney's fees.
27. NOTICES: All notices required hereunder shall be in writing and any
notice by Lessor to Tenant shall be deemed to be duly given if either delivered
personally to Tenant or sent by registered or certified mail, addressed to
Tenant at the premises leased hereunder. Any notice by Tenant to Lessor shall
be deemed duly given if sent by registered or certified mail to Lessor at 0000
X.X. 000xx Xxxxxxx, Xxxxx, Xxxxxxx 00000 (or at such other address as may be
hereafter designated by Lessor) and also to the agent of Lessor charged with
the renting and management of the Building, if any.
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28. SURRENDER AT EXPIRATION OF TERM: Tenant agrees at the expiration of
the term by lapse of time or otherwise to quit and surrender the premises
hereby demised and everything belonging to or connected therewith in as good a
state and condition as reasonable wear and use thereof will permit and to
remove all signs, advertisements and rubbish from the said premises; and Tenant
hereby expressly authorizes Lessor, as the agent of Tenant, to remove such
rubbish and make such changes and repairs as may be necessary to restore the
premises to such condition at the expense of Tenant.
29. QUIET POSSESSION AND OTHER COVENANTS: Lessors covenants that if and
so long as Tenant pays the rent and additional rent reserved by this Lease and
performs and observes all of the covenants, conditions and rules and
regulations hereof, Tenant shall quietly enjoy the demised premises subject,
however, to all of their terms of this Lease. Tenant expressly agrees for
himself, his executors, administrators, personal representatives, successors
and assigns that the covenant of quiet enjoyment (express or implied) and all
other covenants in this Lease on the part of Lessor to be performed shall be
binding upon Lessor only so long as Lessor remains the owner of the Building
which the demised premises form a part.
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30. REMEDIES CUMULATIVE: The various rights, remedies, powers and
elections of Lessor reserved, expressed or contained in this Lease, are
cumulative and noone of them shall be deemed to be exclusive of the others or
of such other rights, remedies, powers, options or elections as are now or may
hereafter be conferred upon Lessor by law. The failure on the part of the
Lessor to exercise promptly any rights given hereunder shall not operate to
forfeit or waive any of the said rights.
31. NO WAIVER OF PERFORMANCE: No waiver by Lessor of any provision
hereof shall be deemed to have been made unless such waiver be in writing
signed by Lessor. The failure of Lesor to insist upon the strict performance
of any of the covenants or conditions of this Lease, or to exercise any option
herein conferred, shall not be construed as waiving or relinquishing for the
future of any such covenants, conditions or options but the same shall continue
and remain in full force and effect. No act of Lessor or its agent during the
term hereof shall be deemed an acceptance of a surrender of the said premises
unless made in writing and personally subscribed by Lessor, neither shall the
delivery of the keys to the premises by Tenant to Lessor or its agent be deemed
a surrender and acceptance thereof. No payment by
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Tenant of a lesser amount than the monthly rent herein stipulated shall be
deemed to be other than on account of the stipulated rent.
32. SECURITY: The Tenant concurrently with the execution of this Lease
has deposited with Lessor the sum of $450.00 first month's rent, $450.00 last
month's rent and $450 security(2) as security for the faithful performance and
observance by Tenant of the terms, provisions and conditions of this Lease; it
is agreed that, in the event Tenant defaults in respect of any of the terms,
provisions and conditions of this Lease, including, but not limited to, the
payment of rent and additional rent Lessor may use, apply or retain the whole
or any part of the security so deposited to the extent required for the payment
of any rent and additional rent or any other sum as to which tenant is in
default or for any sum which Lessor may expend or may be required to expend by
reason of Tenant's default in respect to any of the terms, covenants and
conditions of this Lease, including, but not limited to, any damages or
deficiency in the re-letting of the premises whether such damage or deficiency
accrued before or after summary proceedings on other re-entry by Lessor. In
the event that Tenant shall fully and faithfully comply with all of the terms,
----------------------
(2)Lessor acknowledges that Lessee has paid these amounts in full upon
execution of previous leases regarding these units with Lessor.
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provisions, covenants and conditions of this Lease, the security shall be
returned to Tenant after the date fixed as the end of the Lease and after
delivery of entire possession of the premises to the Lessor. In the event of
a sale of the land and Building of which the premises form a part, Lessor shall
have the right to transfer the security to the vendee and Lessor shall
thereupon be released by Tenant from all liability for the return of such
security and Tenant agrees to look to the new Lessor solely for the return of
such security. It is agreed that the provisions hereof shall apply to every
transfer or assignment made of the security to a new Lessor. Tenant further
covenants that he will not assign or encumber the monies deposited herein as
security and that neither Lessor nor its assigns shall be bound by and any such
assignment or encumbrances. Lessor shall not be required to keep the security
in a segregated account and the security may be commingled with other funds of
Lessor and in ono event shall Tenant be entitled to any interest on the
security.
33. LIEN: The said Tenant hereby pledges and assigns to the Lessor all
the furniture, fixtures, goods and chattels of said Tenant, which shall or may
be brought or put on said premises as security for the payment of the rent
herein reserved and the Tenant agrees that the said lien may be enforced by
distress, foreclosure
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or otherwise at the election of the said Lessor and does hereby agree to pay
attorney's fees together with all costs and charges therefor incurred or paid
by the Lessor.
34. SUCCESSORS: This Lease shall inure to and be binding upon the heirs,
administrators, executors, successors and assigns of the Lessor and the heirs,
administrators, executors, successors and assigns of the Tenant.
35. AMENDMENT: It is mutually agreed that this Lease cannot be changed,
altered, modified or extended, except in writing signed by the Lessor's duly
authorized agent.
36. RELOCATION: Lessor reserves the right to relocate the Tenant in
another similar area of the Building during the term of this Lease, provided
Tenant is given 90 days written notice as to relocation and all attendant costs
of moving, telephones, stationery, etc. are paid by Lessor.
37. INSURANCE, INDEMNIFICATION: Tenant agrees that Tenant will, at its
own cost and expense, maintain public liability insurance naming Lessor and
Tenant as insureds, protecting each of them against any and all claims for
injury or damage to persons or
32
property or for the loss of life or property occurring in, or about the Demised
premises and arising out of the act, negligence, omission, nonfeasance or
malfeasance of Tenant, its employees, agents, contractors, customers licensees,
invitees or guests. Such insurance shall be carried in an amount not less than
Three Hundred Thousand Dollars ($300,000.00) for bodily injury or death to any
one person and Three Hundred Thousand Dollars ($300,000.00) for bodily injury
or death of a number of persons in the same accident or occurrence and One
Hundred Thousand Dollars ($100,000.00) for property damage. All such insurance
shall be effective under valid and enforceable policies and shall be issued by
insurers of recognized responsibility authorized to do business in the State of
Florida and acceptable to Lessor (though Lessor's acceptance of any such
insurer shall not constitute a representation or warranty by Lessor as to the
financial stability of such insurer or otherwise and no such acceptance of any
insurer by Lessor shall be deemed a release or waiver of any responsibility,
obligation or liability of Tenant under this Lease). All such insurance
policies shall contain a provision whereby the insurer agrees not to cancel
such insurance without ten (10) days prior written notice to Lessor. Tenant
shall furnish Lessor with a certificate evidencing the aforesaid insurance
coverage on or before the Commencement Date and upon each renewal thereof but
in all events at least ten (10) days
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prior to the expiration of any such policy. Tenant shall indemnify and save
harmless Lessor and its agents against and from (i) any and all claims arising
from : (a) the management by Tenant of the Demised Premises or any business
therein, any work whatsoever done therein or thereon, or any condition created
therein or thereon, during the Term of this Lease or during any other period of
time that Tenant has access to the Demised Premises (though nothing herein
contained shall be construed to grant Tenant access to the Demised Premises
except as provided in this Lease); or (b) any negligent or otherwise wrongful
act or omission of Tenant or any subtenant (though nothing contained in this
Lease shall be construed to permit a sublease), licensee, employee, agent or
contractor of Tenant or any other party acting by, through or under Tenant; and
(ii) all costs, expenses and liabilities incurred in or in connection with or
as a result of each such claim, action or proceeding brought hereunder, whether
or not suit be instituted, including but not limited to reasonable attorney's
fees incurred by Lessor in defending any such action through and including all
appeals. In case any action or proceeding be brought against Lessor by reason
of any such claim, Tenant, upon notice from Lessor, shall resist and defend
such action or proceeding at the cost of Tenant.
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IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and
seals the day and year first above written.
WITNESSES: TENANT:
/s/ /s/ Xxxxxx Xxxxxxxxx (SEAL)
__________________________ ______________________________
5-30-90
__________________________ ______________________________
WITNESSES: LESSOR:
/s/ /s/ Xxxxxxx X. Xxxxxxx
__________________________ ______________________________
5-30-90 5-30-90
__________________________ ______________________________
