OFFICE SPACE LEASE LANDLORD EYW HOLDINGS, INC. TENANT GULFSTREAM INTERNATIONAL AIRLINES, INC. LOCATION 3201 WEST GRIFFIN ROAD DANIA, FLORIDA 33312
Exhibit 10.3
LANDLORD
EYW HOLDINGS, INC.
EYW HOLDINGS, INC.
TENANT
GULFSTREAM INTERNATIONAL AIRLINES, INC.
GULFSTREAM INTERNATIONAL AIRLINES, INC.
LOCATION
0000 XXXX XXXXXXX XXXX
XXXXX, XXXXXXX 00000
0000 XXXX XXXXXXX XXXX
XXXXX, XXXXXXX 00000
LEASE AGREEMENT
THIS INDENTURE made this 1st day of August, 2005, between, GULFSTREAM INTERNATIONAL
AIRLINES, INC. having an address of 0000 Xxxxxxx Xxxx, Xxxxx 000, Xxxxx, XX 00000 (“Tenant”) and
EYW Holdings, Inc.., a Florida corporation, having an address of 0000 Xxxxxxx Xxxx, Xxxxx 000,
Xxxxx, XX 00000, (“Landlord”):
Landlord hereby demises and lets unto Tenant, and Tenant hereby hires and takes from Landlord
the premises outlined on the plan attached hereto as EXHIBIT “A” being the entire FOURTH FLOOR and
approximately 2700 square feet of the SECOND FLOOR, excluding common areas (the “Premises”) of the
Airport West Office Building at 0000 Xxxxxxxxx 00xx Xxxxxx (the “Building”), having a postal
address of 0000 Xxxxxxx Xxxx, Xxxxx, Xxxxxxx, for a term of Twenty (20) years, to commence on the
1st day of December, 2005 (the “Rent Commencement Date”), and shall terminate on the
31st day of December, 2025, unless sooner terminated as hereinafter provided, or extended pursuant
to Tenant’s renewal option, if any, which may be set forth herein. Unless such an option to extend
shall be specifically set forth herein, no such right shall exist or be implied. Notwithstanding
the foregoing, Tenant shall be granted the right of access (but not occupancy) to the Premises on
or after November 15th, 2005 for the sole purpose of installing telephone, computer and other
office operating systems, and the storage of office furniture and furnishing. During the Access
Period, Tenant shall have no rights to operate its business or allow any employees or other
personnel to occupy the Premises other than for limited purposes set forth in the preceding
sentence. The Premises consists of approximately 6,900+/- square feet of gross leasable area
(“GLA”). Tenant shall pay the Security Deposit set forth herein, upon the execution of this lease.
Tenant shall pay the rent herein provided without deduction, diminution or setoff except as herein
provided. Tenant agrees to pay to Landlord any sale, use or excise tax imposed or levied by any
governmental agency having jurisdiction thereof. The land on which the Building has been erected,
as more particularly described in Exhibit “B,” attached hereto and made a part hereof, is
hereinafter referred to as the “Land.” The Building, Land and all improvements thereon constitute
the entire property (“Entire Property”).
The Premises are leased upon the following terms and conditions:
A. For the period commencing December 1, 2005 through November 31, 2006, the Base Rent for all
purposes of the Lease shall be EIGHTY NINE THOUSAND SEVEN HUNDRED AND NO/XX ($89,700.00) DOLLARS,
plus all Additional Rent, additional charges and applicable sales tax payable in monthly
installments commencing December 1, 2005 and thereafter due on the 1st day of each month in the
amount of SEVEN THOUSAND FOUR HUNDRED SEVENTY FIVE AND NO/XX ($7,475.00) DOLLARS plus all
Additional Rent, additional charges and applicable sales tax.
B. Commencing on the first anniversary of the Rent Commencement Date, and on each anniversary
date thereafter (the “Rental Adjustment Dates”) during the first five (5)
years of this Lease, the Base Rent shall be increased by three percent calculated by
multiplying the Base Rent for the prior Lease Year by 103% (1.03) (“Adjustment Rate”), which shall
be the Base Rent for that Lease Year. Monthly payments of Base Rent for such Lease Year shall be
calculated by dividing the new (adjusted Base Rent) by twelve equal payments. Such amounts shall be
due and payable on the first day of each month during such Lease Year commencing December 1 through
and including November 31 of such Lease Year. The Adjustment Rate shall be renegotiated at the end
of the first five (5) year period of the lease term.
C. Late Charges and Interest. Any unpaid rent shall bear interest at the eighteen
percent (18%) per annum from the date due until paid. In addition thereto, Tenant shall pay a late
charge equal to five percent (5%) of any monthly payment not paid when due, as an administrative
charge to Landlord to cover the costs of such late payment.
A. Commencing on the Rent Commencement Date, Tenant agrees to pay Landlord, as additional
rent, its Pro Rata Share (as hereinafter defined) of Common Area Expenses as said term is hereafter
defined, for the Entire Property, together with any applicable sales tax. Such amounts shall be
Additional Rent. For purposes of this Lease only, it is hereby agreed that the Common Area Expenses
(as said term is hereafter defined) for calendar year 2006, i.e., through December 31, 2006, are
deemed to be $3.40 per square foot of leasable area. Thereafter (following December 31, 2006),
Common Area Expenses shall be charged in accordance with the terms of this Section 2.
B. Common Area Expenses. The term “Common Area Expenses” shall mean all costs of operating and
maintaining the Building, including, without limitation, items described in the subparagraphs (I)
and (II) hereinbelow:
(I) All taxes assessments, water and sewer charges and other governmental charges levied on or
attributable to the Building and to the real property on which the Building is situated and for
which Landlord shall become liable to pay because of or in connection with the ownership, leasing
and operating of the Building, including, without limitation, (i) real property taxes or
assessments levied or assessed again the Building, (ii) assessments or charges levied or assessed
against the Building by a redevelopment agency, and (iii) any tax measured by gross rentals or
income from the lease of the Demised Premises or Building to the extent the same may be imposed in
lieu of or in addition to any taxes or assessments upon the land or Building, excluding any net
income, franchise, capital stock, estate or inheritance taxes by the State or Federal government or
their agencies, branches or departments; provided that if at any time during the term of this Lease
any governmental entity levies, assesses or imposes on Landlord any (1) general or specific, ad
valorem or specific, excise, capital levy or other tax, assessment, levy or charge directly on the
rent received under this Lease or on the rent received under any other leases of space in the
Building, or (2) any license fee, excise or franchise tax, assessment, levy or charge measured by
or based, in whole or in part, upon such rent, or (3) any transfer transaction, or similar tax,
assessment, levy or charge based directly or indirectly upon the transaction represented by this
Lease or such other leases, or (4) any occupancy, use, per capital or other tax, assessment, levy
or charge based directly or indirectly upon the ownership, use or occupancy of the Demised Premises
or other premises
within the Building, then any such tax assessments, levels and charges shall be deemed to be
included in the term Operating Costs.
(ii) Operating Costs incurred by Landlord shall include all costs and expenses paid or
incurred by Landlord in connection with the ownership, operating, management or maintenance of the
Building, including, without limitation, the following: costs of utilities, supplies, insurance of
all kinds which Landlord in good faith pays (including, without limitation, public liability,
property damage, earthquake, and fire and extended coverage required by Landlord or its lenders for
the Building, services of independent contractors, compensation (including employment taxes with
the operation, maintenance, repair or overhaul of the Building, including, without limitation,
engineers, janitors, painters, floor waxers, window washers, security and parking personnel and
gardeners (but excluding persons performing services not uniformly available to or performed for
substantially all Building Tenants), reasonable and customary costs for a management office for the
Building, including the personnel therein, whether managed by Landlord or an independent contractor
(including, without limitation, an amount equal to the fair market value of any on-site manager’s
office except to the extent that such office is used to market and lease space in the Building),
rental expenses for (or a reasonable depreciation allowance on) personal property used in the
maintenance, operating or repair of the Building, costs, expenditures or charges (whether
capitalized or not) required by any governmental or quasi-governmental authority, amortization of
capital expenses (including financing costs) (I) required by a governmental entity for energy
conservation or life safety purposes, or (ii) made by Landlord to reduce Operating Costs, and any
other costs or expenses incurred by Landlord associated with the Building or tenants and not
otherwise reimbursed by tenants of the Building.
C. The Tenant’s Pro Rata Share as used herein is hereby defined as forty one (41%) percent.
D. Notwithstanding anything contained in this Paragraph to the contrary, Tenant shall provide,
at its sole cost and expense, the janitorial services and cleaning of the Premises and shall pay
for its own electric in accordance with Paragraph 4 below.
Tenant shall use and occupy the Premises only for marketing, airline pilot recruiting and
training, and general office use, and other directly related business purposes complying with all
applicable governmental ordinances, rules or statutes, building or zoning codes applicable to the
subject Property, and for no other purpose, without the express written consent of the Landlord,
which may be granted or withheld in the Landlord’s sole discretion. In the event the Tenant uses
the Premises for purposes not expressly permitted herein, the Landlord may terminate the Lease or,
without notice to Tenant, restrain said improper use by injunction. Tenant further agrees not to
leave the Premises vacant or unoccupied during the term.
Tenant shall be solely liable for electricity expense relating to the Premises. Landlord shall
use its best reasonable discretion in determining Tenant’s usage of electricity and
its proportionate share, provided, however, that Landlord’s determination of the Tenant’s
proportionate share of electric usage in the premises shall be final and determinative. The Tenant
acknowledges that the initial charges for normal electric usage shall be calculated at the rate of
$1.60 per square foot per annum. In calculating Tenant’s proportionate share of electric usage,
Landlord shall take into consideration customary costs and expenses for similar uses, types of
equipment and shall consider the hours of operation of Tenant and other Tenant’s in the building as
estimated by FPL. Landlord may, at its sole option, elect to install a submeter for the premises,
the separate floors of the building, or any other portion thereof to assist in making such
determinations. Any charge for electricity incurred hereunder shall be deemed Additional Rent.
Nothing contained herein shall be construed as a representation by Landlord that any utility
service shall continue to be available to the premises. Landlord shall not be liable to Tenant for
any interruption in utility services beyond Landlord’s control, provided that Landlord shall take
no action to interfere with, interrupt or terminate the availability of such services. Landlord
shall obtain and pay for water, sewage and garbage disposal for the entire building, including the
Premises.
Tenant shall at its sole cost and expense without any right to offset or claim against
Landlord, and subject to all applicable building codes and ordinances and Landlord’s prior written
approval as to location and schematic design shall be authorized to have Cable TV service from any
locally authorized Cable TV Service Provider for the Building, installed to the Building and to the
Premises. Tenant shall indemnify and hold Landlord harmless from any claims, losses or damage in
connection with such installation and in no event shall such installation interfere with any other
Tenancies or rights to occupancy of other Tenants in the Building. Tenant shall be solely
responsible for restoring or replacing any damage incurred in connection with the installation of
such Cable TV services to the premises. Tenant shall be responsible for the payment of any
installation costs or fees and any fees in connection with monthly service. In the event Tenant
shall be unable to obtain Cable TV service to the building, pursuant to this Xxxxxxxxx 0, Xxxxxx
subject to the terms and conditions of Section 41 hereof relating to signage and use of the
exterior of the building, shall with Landlord’s prior written approval, which shall not be
unreasonably withheld may install a satellite TV Dish antenna not exceeding 18 inches in diameter.
Such antenna shall be installed in accordance with installation techniques reasonably approved by
Landlord, in a location designated by Landlord, and in no event shall such antenna be visible from
street level around the building or interfere in any way with the microwave telephone antennas or
other telephone equipment located on the roof of the building, or the satellite antennas of any
other tenants currently located on the roof of the building.
The Tenant will not install or maintain any electrically operated equipment or other
machinery, except office machines, office equipment, computers and similar type equipment normally
used by occupants of similar office space, without first obtaining the consent in writing of the
Landlord. Tenant, prior to its occupancy, shall submit a list of its electrical equipment, and
electrical consumption to Landlord for its approval, which shall not be unreasonably withheld.
Tenant shall provide its own janitorial service to the Premises as set forth in Paragraph 2.D.
above. Tenant shall keep the Premises and all common areas in good, 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 damages caused by Tenant’s negligence, or
that of his agents, servants, employees or visitors, whether interior or exterior, structural or
nonstructural, foreseen or unforeseen within common areas on the Premises, shall be repaired
promptly by Tenant at its sole cost and expense so that such areas on the Premises are in at least
as good condition as they were prior to such damage (normal wear and tear excepted). In the event
that the Tenant fails to comply with the foregoing provisions, the Landlord shall have the option
to enter the Premises at any reasonable time without liability for business interruption 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.
Tenant shall, at his own cost and expense, promptly and fully comply with all regulations
related to permitted uses. Tenant waives any claim against Landlord for any expense or damage
resulting from compliance with any of the said rules, regulations, laws or orders.
Except as otherwise provided for herein, 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. Notwithstanding anything contained in this
Lease to the contrary, or seemingly to the contrary, Tenant shall not commence any alterations or
improvements within the Premises or elsewhere in the Property, without first submitting to Landlord
a full set of plans and specifications for any such proposed improvements or alterations, and
obtaining approval of said plans and specifications from Landlord. In this regard, Landlord may
withhold its consent for any such improvements or alterations, in its sole and absolute discretion.
All alterations, additions, improvements, decorations or installations, including but not limited
to, partitions, railing, air-conditioning ducts or equipment (except, provided Tenant is not then
in default, movable furniture and fixtures put in at the expense of Tenant and removable without
defacing or injuring the Building or the Premises), shall become the property of Landlord at the
termination of the term. Landlord, 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 Premises) and to restore the
Premises to the same condition as when originally leased to Tenant, reasonable wear and tear
expected; provided, however, Landlord shall not have the right to require Tenant to remove any
fixtures, additions, improvements, decorations and/or installations which are initially installed
by and for Tenant in order to prepare the Premises for occupancy by Tenant in a manner which has
been approved by landlord. 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 Landlord may do so and collect the cost thereof from Tenant as hereinafter provided. Landlord
and Tenant agree that any special electrical or electronic system installation or removal
requirements shall be the Tenant’s responsibility.
Landlord and Landlord’s agents shall have the right to enter the Premises at all reasonable
hours and upon reasonable notice, to examine the same, and workmen may enter at any time in the
event of emergency and otherwise at reasonable times, upon reasonable notice when authorized by
Landlord or Landlord’s agents to make such repairs, alterations or improvements in the Building as
Landlord may in its sole discretion deem necessary or desirable. If during the last month of the
term, Tenant shall have removed all or substantially all of Tenant’s property, Landlord may
immediately enter the Premises and prepare them, for any future Tenant. Furthermore, the Landlord
may allow such future Tenant to occupy the Premises. These acts shall have no effect upon Tenant’s
obligation under this Lease and Tenant shall be entitled to no abatement or diminution of rent as a
result thereof, except that in the event such future Tenant makes any payment for the period up
until the expiration of this Lease, Tenant shall be entitled to an abatement of rent for such
period. If Tenant shall not be personally present to open and permit entry into the Premises, when
entry thereunto shall be permissible or necessary hereunder, Landlord may forcibly enter same
without rendering Landlord liable to any claim for damages and without affecting the obligation and
covenants of this Lease. Employees of Landlord and Landlord’s agents shall be permitted to enter
the Premises by passkey at all reasonable times. Landlord may display “For Rent” signs upon the
Premises when deemed appropriate by Landlord. Landlord, upon reasonable notice, may enter the
property during the business hours to show prospective purchasers of the entire premises, or
mortgagees, and within one hundred twenty (120) days of the lease termination, may enter the
premises to show prospective Tenants the office space.
Tenant will occupy the demised premises promptly upon commencement of the term and,
thereafter, continuously, actively and diligently conduct the permitted use in the demised
premises, in a businesslike and reputable manner.
Tenant will not do or permit anything to be done upon or bring or keep or permit anything to
be brought or kept into or on the Premises which shall increase the rate of fire insurance in the
Premises, on the Building of which the Premises form a part or on the property located therein. If
by reason of the failure of Tenant to comply with the terms of this Lease, or by reason of Tenant’s
use (even though permitted or contemplated by this Lease), the fire insurance rate shall at any
time be higher than it would otherwise be, Tenant shall reimburse Landlord for that part of all
fire insurance premiums charged because of such violations or occupancy by Tenant. In the event
Tenant shall fail to carry the proper insurance required under this Lease, Tenant shall indemnify
and hold Landlord harmless against any loss which would have been covered under such insurance, if
same had been obtained.
Tenant has been given an opportunity to inspect the Premises and the Building, and has made
such investigations and inspections as it deems necessary or appropriate, and has accepted the
Premises and the Building in their “as-is” “where-is” condition without any representations or
warranties whatsoever. Tenant will not hold
Landlord liable for any defect in the Premises or in the Building, latent or patent. Landlord,
except due to willful misconduct or gross negligence, shall not be liable for any failure of water
supply, electric current, heating or air conditioning, elevator service, or any other service,
provided that Landlord shall take no action to interfere with, interrupt or terminate the
availability of such services; nor for injury, or loss of life, or damage to person or property
caused by fire or theft or by the elements or by other Tenants or persons in the Building, or
resulting from the operation of elevators, heating or air conditioning or lighting apparatus, or
from falling plaster or similar materials or from steam, gas, electricity, water, rain, or
dampness, which may leak or flow from any part of the Building, or from the pipes, appliances, or
plumbing work of the same, or from any other place for damages resulting from the acts or omissions
of Tenant, Tenant’s agents, employees, invitees or other occupants of the Building. Landlord shall
not be liable for any loss or damage that Tenant may sustain by reason of the closing or darkening
of any of the windows in the Premises through the erection of, or any addition to, a new building
or otherwise, and the same shall not constitute a constructive eviction. All goods or property or
personal effects stored or placed by the Tenant in or about the Building shall be at the sole risk
of the Tenant nor shall Landlord be liable to Tenant for any act or omission (excluding gross
negligence, or willful acts of Landlord, its principals, agents, employees or servants).
If, through no fault or negligence of Tenant, his visitors, agents or servants, the Premises
shall be partially damaged by fire or other casualty, the damage, excluding any of Tenant’s
alterations, floor coverings, equipment, decorations or fixtures, shall be repaired by Landlord,
and the rent, until such repairs are made, shall be apportioned according to the portion of the
Premises which are still usable. If the damage shall be so extensive as to render the Premises
wholly untenantable, in Landlord’s sole reasonable opinion, the rent shall cease until such time as
the Premises shall become tenantable. However, if the damage is so extensive, in Landlord’s sole
reasonable opinion, that the Premises cannot be made tenantable within three (3) months from the
date of the fire or other casualty, either party shall have the right to terminate this Lease upon
ten (10) days written notice to the other. In case the Building generally throughout (though the
Premises may not be affected) is so injured or destroyed by fire or other casualty that Landlord
shall decide not to rebuild or reconstruct the Building, the term of this Lease shall cease upon
ten (10) days written notice sent by Landlord and the rent shall be paid up to the time of such
destruction and the Lease shall thereafter be of no further effect. In the event that any question
shall arise between Landlord and Tenant as to whether or not repairs shall have been made with
reasonable dispatch, due allowance shall be made for any delays, which may arise in connection with
the adjustment of the fire insurance loss and for any delays arising out of what are commonly known
as “labor troubles” or “material troubles” or from any other cause beyond Landlord’s control. In
any event Landlord shall not be liable to Tenant by reason of fire or other damage to the Building
or the Premises. Anything contained herein to the contrary notwithstanding, if the proceeds of
Landlord’s insurance (recovered or recoverable) as a result of any damage to the demised premises
by a casualty shall be insufficient to pay for the cost of repair of the premises, or if the
premises shall be damaged by a casualty which is not covered by Landlord’s insurance, Landlord
shall have the right to terminate this Lease by giving written notice of such termination to Tenant
within ninety (90) days after the date of such casualty.
If the Land or Building in which the Premises are located, or any part of said Land or
Building be condemned or otherwise leased or taken under the right of eminent domain by any
competent authority for public use or is taken by private purchase in lieu of condemnation, this
Lease shall at the option of the Landlord terminate upon thirty (30) days notice to Tenant and rent
shall be paid pro rata to such termination date. Tenant shall have no right or claim to any part of
the award or purchase price.
Tenant shall have the right to make a separate claim against the condemnor for its leasehold
interest, removal expenses, business dislocation, damages and moving expenses in connection with
the condemnation. Any claim by Tenant shall be prosecuted at Tenant’s sole cost and expense.
No diminution or abatement of rent, or other compensation, shall be allowed for inconvenience
or injury arising from the making of repairs, alterations or improvement to the Building nor for
any space taken to comply with any law, ordinance, or order of governmental authority, nor for the
Landlord’s failure, delay, or interruption in supplying any service or in performing any obligation
on Landlord’s part to be performed if the same be occasioned or caused, in whole or in part, by
accident, alterations, or repairs, desirable or necessary to be made, or by Landlord’s inability or
difficulty in obtaining labor, material or supplies, or by reason of any cause beyond Landlord’s
control. No such interruption, curtailment, or change of any such “service” shall be deemed a
constructive or actual eviction. Landlord shall not be required to furnish any of such “services”
during any period wherein Tenant shall be in default in the payment of rent. Provided, however,
that Landlord agrees that upon notice from Tenant it shall commence and diligently pursue cure of
any condition which is the responsibility of Landlord pursuant to the terms of this Lease.
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 expiration of the term
of this Lease, Landlord 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
Landlord. Tenant shall in such case remain responsible to Landlord for any and all deficiency, loss
and damage suffered by Landlord, as provided in Paragraph 18. For the purpose of this Paragraph the
Premises shall be deemed to have been vacated when Tenant shall have vacated the Premises and been
away therefrom for ten (10) consecutive days exclusive of holidays, irrespective of whether the
keys have been delivered to Landlord or not.
Tenant shall, during the term of this lease, maintain insurance against public liability,
including that from personal injury or property damage in or about the Premises
resulting from the occupation, use or operation of the Premises insuring both Landlord and
Tenant, in amounts of not less than One Million Dollars ($1,000,000.00) in respect to bodily injury
or death to any one person, of not less than One Million Dollars ($1,000,000.00) in respect of
bodily injury or death to more than one person in one accident, and of not less than Five Hundred
Thousand $500,000.00) in respect of property damage. All policies of insurance provided for in this
Paragraph 16, shall be issued in form reasonably acceptable to Landlord by insurance companies
qualified to do business in Florida. Each and every such policy: (I) shall be issued in the names
of Tenant with Landlord and any other parties in interest from time to time designated in writing
by notice from Landlord to Tenant named as an additional insured; (ii) shall be for the mutual and
joint benefit and protection of Landlord and Tenant and any such other parties in interest as
additional insureds; (iii) shall (or a certificate thereof shall) be delivered of each to Landlord
and any such other parties in interest within ten (10) days before delivery of possession of the
Premises to Tenant and thereafter within thirty (30) days prior to the expiration of each policy,
and as often as any such policy shall expire or terminated, renewal or additional or additional
policies shall be procured and maintained in like manner and to like extent; (iv) shall contain a
provision that the insurer will give to Landlord and such other parties in interest at least thirty
(30) days notice in writing in advance of any cancellation, termination or lapse, or the effective
date of any reduction in the amounts of insurance; (v) shall be written as a primary policy which
does not contribute to and is not in excess of coverage which Landlord may carry; (vi) shall be
non-contributing as to Landlord any mortgagee; and (vii) shall contain a provision that Landlord
and any such other parties in interest, although named as an insured, shall nevertheless be
entitled to recover under said policies for any loss occasioned to it, his servants, agents and
employees by reason of the negligence of Tenant. Any insurance provided for herein, may be
maintained by means of a blanket policy or policies provided Landlord shall be named as an
additional insured thereunder, as his interest may appear; the coverage afforded Landlord and any
such other parties in interest will not be reduced or demised by reason of the use of such blanket
policy of insurance; and the requirements set forth in this Paragraph 16. are otherwise satisfied.
Tenant agrees to permit Landlord at all reasonable times to inspect the policies of insurance of
Tenant with respect to the Premises for which policies or copies thereof are delivered to Landlord.
A. Events of Default. The Tenant shall be in default under this Lease if any one or
more of the following events occurs:
(I) Tenant shall fail to pay the Security Deposit or any part thereof, any other amounts due
under this Lease, any installment of the Annual Rental and/or any additional rent called for
hereunder as and when the same shall become due and payable, and such default shall continue for a
period of five (5) days after the same is due;
(ii) Tenant shall default in the performance of or compliance with any of the other terms or
provisions of this Lease, other than nonpayment, as set forth in (I) above, and such default shall
continue for a period of ten (10) days after the giving of written notice thereof from landlord to
Tenant, or, in the case of any such default which cannot with bona fide due diligence, secured
within ten (10) days, Tenant shall fail to proceed promptly after the giving of such notice with
bona fide due diligence to cure such default and thereafter to prosecute the
curing thereof with said due diligence within such period of ten (10) days (it being intended
that as to a default not susceptible of being cured with due diligence within ten (10) days, the
time within which such default may be cured shall be extended for such period as may be necessary
to permit the same to be cured with due diligence):
(iii) Tenant shall assign or transfer this Lease or sublet the Premises in a manner not
permitted by Paragraph 19;
(iv) Tenant shall file a voluntary petition in bankruptcy or an Order for Relief be entered
against it, or shall file any petition or answer seeking any arrangement, reorganization,
composition, readjustment or similar relief under any present or future bankruptcy or other
applicable law, or shall seek or consent to or acquiesce in the appointment of any trustee,
receiver, or liquidator of Tenant of all or any substantial part of Tenant’s properties;
(v) If, within forty-five (45) days after the filing of any involuntary petition in bankruptcy
against Tenant or the commencement of any proceeding against Tenant seeking any arrangement,
reorganization, composition, readjustment or similar relief under any law, such proceeding shall
not have been dismissed, or if, within ten (10) days after the appointment of a receiver, without
the consent or acquiescence of Tenant, of any substantial part of its properties, such appointment
shall not have been vacated or stayed on appeal or otherwise, or if, within ten (10) days after the
expiration of any such stay, such appointment shall not have been vacated; or
(vi) Tenant shall vacate or abandon the Premises; then, or not continually operate its
business therein, and in any such event, or during the continuance thereof, Landlord may, at his
option, by written notice to Tenant, designate a date not less than five (5) days from the giving
of such notice on which this Lease shall end; and thereupon, on such date, this Lease and all
rights of Tenant hereunder shall be deemed ended and terminated.
B. Landlord’s Remedies. Upon the happening of any event of default as set forth
herein, Landlord shall have the right, at Landlord’s sole and exclusive option, in addition to and
cumulative with any other rights Landlord may have, at law or in equity, or which shall be granted
to Landlord statutorily, to exercise any one or more of the following remedies, without notice or
demand whatsoever (except as expressly provided for herein.):
and further including any sums chargeable according to state law as commissions to the sheriff
or other person making the levy, and such amounts shall immediately attach and become part of the
claim of Landlord for rent. Any tender of rent without said costs, commissions and charges made
after the issuance of a warrant for distress shall not be sufficient to satisfy the claim of
Landlord.
claims for any loss, destruction, and/or damage or injury which may be occasioned by any of
the aforesaid acts.
In case of reentry, repossession or termination of this Lease prior to the expiration date
thereof, Tenant shall remain liable, at the option of Landlord, for the Annual Rental and
additional rent, if any, for the balance of said term, whether the Premises be relet or not, and
for all expenses, including reasonable attorneys’ fees through all appeals thereof of the Landlord
in reentering, repossessing and re-renting, the Premises. Tenant agrees to pay any deficiency from
said re-renting to Landlord at the end of each and every month. Any suit brought by Landlord to
enforce collection of such deficiency shall not prejudice Landlord’s right to enforce the
collection of any further deficiency for subsequent period. Landlord may relet the whole or any
part of the Premises for the whole of such unexpired period of this Lease or longer for any rental
obtainable, giving such concessions of rent and making such usual or special repairs, alterations,
decorations and doing such painting for any new Tenant as it may in its sole discretion deem
advisable. Tenant hereby waives any right of redemption.
(I) Tenant shall not, whether voluntarily, involuntarily, or by operation of law, or
otherwise: (a) assign or otherwise transfer this Lease or term and estate hereby granted, or offer
to advertise to do so; or (b) mortgage, encumber, or otherwise hypothecate this Lease or the
Premises or any part thereof in any manner whatsoever, without in each instance obtaining the prior
written consent of Landlord, which consent shall not be arbitrarily withheld. Notwithstanding and
in addition to the foregoing, Landlord shall have no obligation to allow assignment in any event,
unless and until Landlord shall determine, in its sole and absolute discretion that the prospective
assignee is at least as credit worthy as Tenant was at the execution of this Lease, and any
prospective assignee has provided such financial information to Landlord, as shall be required by
Landlord, and deemed necessary to allow Landlord to determine such credit worthiness.
(ii) The provisions of Paragraph 19.A(I) shall apply to a transfer exceeding 50% of the stock
of Tenant as if such transfer were an assignment of this Lease; but said provisions shall not apply
to a corporation whose stock is registered with the Securities and
Exchange Commission and publicly traded, or to transactions with a corporation into or with
which Tenant is merged or consolidated or to which substantially all of Tenant’s assets are
transferred, or to any corporation which controls or which is controlled by Tenant, or is under
common control of Tenant, provided in any of such events: (a) the successor to Tenant has a net
worth computed in accordance with generally accepted accounting principles at least equal to the
greater of (y) the net worth of Tenant immediately prior to such merger, consolidation or transfer
or (z) the net worth of Tenant herein named on the date of this Lease; and (b) proof satisfactory
to Landlord of such net worth shall have been delivered to Landlord at least ten (10) days prior to
the effective date of such transaction.
(iii) Further, the Landlord may consent to the sublease of all or any part of the Premises
provided the Tenant enters into a sublease containing the same terms and conditions contained
herein (exclusive of rent) and the Landlord shall receive one-half (1/2) of any rent in excess of the
Base Rent of this Lease including sales tax, paid by a sublessee.
(iv) Any assignment agreed to by Landlord shall be evidenced by a valid executed assignment
and assumption of lease. Any attempted transfer, assignment, subletting, mortgaging or encumbering
of this Lease in violation of this Paragraph shall be void and confer no rights upon any third
(3rd) person. Such attempt shall, at Landlord’s option, constitute a material breach of this Lease
and entitle Landlord to the remedies provided for default.
(v) If, without such prior written consent, this Lease is transferred or assigned by Tenant,
or if the Premises, or any part thereof, are sublet or occupied by anybody other than Tenant,
whether as a result of any act or omission by Tenant, or by operation of law or otherwise,
Landlord, whether before or after the occurrence of an event of default, may, in addition to, and
not in diminution of or substitution for, any other rights and remedies under this Lease or
pursuant to law to which Landlord may be entitled as a result thereof, collect rent from the
transferee, assignee, subtenant or occupant and apply the net amount collected to the rent herein
reserved without thereby waiving any of Landlord’s rights reserved herein, nor shall any such
collection constitute a release of Tenant from any obligations hereunder.
(vi) Anything contained in the foregoing provisions of this Paragraph to the contrary
notwithstanding neither Tenant or any other person having an interest in the possession, use,
occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession
or other agreement for use, occupancy or utilization of space in the Premises which provides for
rental or other payment for such use, occupancy or utilization based, in whole or in part, on the
income or profits derived by any person from the Premises leased, used, occupied or utilized (other
than an amount based on a fixed percentage or percentages of receipts or sales), and any such
purported lease, sublease, license, concession or other agreement shall be absolutely void and
ineffective as a conveyance of any right or interest in the possession, use, occupancy or
utilization of any part of the Premises.
B. Tenant’s Liability. Tenant shall always, and notwithstanding any such assignment,
attempted assignment or subleasing, and notwithstanding the acceptance of rent by Landlord from any
such assignee or sublessee, remain liable for the payment of rent hereunder and for the performance
of all of agreements, conditions, covenants and terms herein contained,
on the part of Tenant herein to be kept, saved or performed, his liability to always be that
of principal and not of surety, nor shall the giving of such consent to an assignment or sublease,
be deemed a complete performance of the said covenants contained in this Paragraph so as to permit
any subsequent assignment or subleasing without the like written consent, provided however, any
approved, assignment or sublease consented to by Landlord at a rent equal to or greater than the
rent due hereunder, for a term equal to or greater than the remaining term existing under this
Lease to a subtenant or assignee who shall be determined by Landlord to be of equal or greater
credit worthiness than Tenant, pursuant to the provisions of this Lease, shall act to release the
Tenant from any further liability under the Lease, except any obligation to pay amounts due under
the Security Deposit provision, as set forth herein.
C. Landlord’s Right of Last Refusal. Notwithstanding the foregoing other than
Paragraph 19.A(ii), where Tenant desires to assign or sublease, the Landlord shall have the right,
but not the obligation, to cancel and terminate the Lease and deal with Tenant’s prospective
assignees or subtenant directly without any obligations to Tenant terminate the Lease, and
reacquire the premises on its own account.
D. Landlord’s Transfer. The Landlord shall have the right to sell, assign, mortgage or
otherwise encumber or dispose of Landlord’s interest in the Building and Premises and this Lease.
E. Collection of Rent From Others. Subject to the provisions of Paragraph 19.B., if
the Tenant’s interest in this Lease be assigned, or if the Premises or any part thereof be sublet,
Landlord may, after default by Tenant, collect rent from the assignee or subtenant and apply the
net amount collected to the rent due from Tenant. No such collection shall be deemed a waiver of
the covenant herein against sale, transfer, mortgage, assignment and subletting or a release of
Tenant from the performance of the covenants herein contained. In the event of such default, Tenant
hereby assigns the rent due from the subtenant or assignee to Landlord, hereby authorizes such
subtenant or assignee to pay the rent directly to Landlord.
F. Information as to Subtenants. If the Premises shall be sublet in whole or in part
by Tenant, Tenant will, on demand of Landlord, furnish and supply in writing, within three (3) days
after such demand, any and all information with regard to said subtenants which Landlord may
request. Nothing herein contained shall be construed to be a consent to any subletting or a waiver
of the covenant against subletting contained herein.
For the purpose of making repairs or alterations in any portion of the Building of which the
Premises form a part, Landlord 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. Landlord may at any time change the
name or number of the Building, remodel or alter the same, or the location any entrance thereof, or
any other portion thereof not occupied by Tenant, and the same shall not constitute a constructive
or actual, total or partial eviction.
If either party shall at any time default hereunder, and if the non-defaulting party shall, in
connection with such default, retain an attorney to institute any action and/or render other
professional services in connection with enforcing the non-defaulting party’s rights under the
Lease, then the losing party will reimburse the prevailing party for the expense of attorneys fees
and disbursements thereby incurred by the prevailing party. The amount of such expenses shall be
collected as additional rent, or shall be credited towards rent due hereunder in inverse order of
payment due hereunder.
Tenant has been given an adequate opportunity to make such investigations and inspections of
the Premises, the Building and the Entire Property as it deemed necessary or appropriate, and has
in fact, made such investigations and inspections and determined the Premises, the Building and the
Entire Property to be satisfactory, and has accepted and hereby accepts the Premises in its “as-is”
“where-is” condition without any representation, covenant or warranty (either express or implied)
of any nature other than as specifically set forth herein. The taking possession of the Premises,
including title thereto by Tenant shall be conclusive evidence that the Premises were in good and
satisfactory condition at the time such possession was taken. No representations, except those
contained herein, have been made on the part of Landlord with respect to the title, state of repair
or condition of the Premises or the Building. Tenant will make no claim on account of any
representation whatsoever, whether made by any renting agent, broker, offices or other
representative of Landlord or which may be contained in any circular, prospectus of advertisement
relating to the Premises or otherwise, unless the same is specifically set forth in this Lease.
A. Subordination. This Lease, and all rights of Tenant hereunder, are and shall be
subject and subordinate to all ground leases, overriding leases and underlying leases of the
property and/or the Building now or hereafter existing and to all mortgages which may now or
hereafter affect the Property and/or the Building and/or any of such leases (whether or not such
mortgages shall also cover other lands and/or buildings and/or leases). This subordination shall
likewise apply to each and every advance made or hereafter to be made under such mortgages, to all
renewals, modifications, replacements and extensions of such leases and such mortgages and to
spreaders and consolidations of such mortgages. This Paragraph shall be self-operative and no
further instrument of subordination shall be required. In confirmation of such subordination,
Tenant shall promptly execute, acknowledge and deliver any instrument the Landlord, the lessor
under any such lease or the holder of any such mortgage (or their respective
successors-in-interest) may reasonably request to evidence such subordination. If Tenant fails to
execute, acknowledge or deliver any such instrument within ten (10) days, after request therefor,
Tenant hereby irrevocably constitutes and appoints Landlord as Tenant’s attorney-in-fact, coupled
with an interest, to execute and deliver any such instruments for and on behalf of Tenant. Any
mortgage to which this Lease is subject and subordinate is hereinafter referred to as a “Mortgage”
and the holder of a Mortgage is hereinafter referred to as a “Mortgagee.”
B. Notice of Mortgagee. If any act or omission of Landlord would give Tenant the
right, immediately or after the lapse of a period of time, to cancel this Lease or to claim a
partial or total eviction, Tenant shall not exercise such right: (I) until it has given written
notice of such act or omission to Landlord and each Mortgagee whose name and address shall
previously been furnished to Tenant; and (ii) until a reasonable period of time for remedying such
act or omission shall have elapsed following the giving of such notice and following the time when
such Mortgagee shall have become entitled under such Mortgage, as the case may be, to remedy the
same (which reasonable period shall in no event be less than the period to which Landlord would be
entitled under this Lease or otherwise, after similar notice to effect such remedy), provided such
Mortgagee shall with due diligence, give Tenant notice of intention to, and commence and continue
to, remedy such act or omission.
If the Tenant retains possession of the Premises or any part thereof after the termination of
the terms or any extension thereof, by lapse of time or otherwise, unless Landlord shall approve of
such holding over, in which event Tenant shall pay the then existing monthly rent, the Tenant shall
pay the Landlord rent at double the Annual Rental payable for the year immediately preceding said
holdover, computed on a per month basis, for the time the Tenant thus remains in possession. The
provisions of this Paragraph 28 do not waive the Landlord’s right of re-entry or any other right
hereunder. Any retention of the Premises after the termination of this Lease or any extension
thereof shall be considered as a month-to-month holdover unless otherwise agreed to in writing by
both parties.
Tenant shall deliver to Landlord or to its mortgagees auditors, or prospective purchaser, or
to the owner of the fee, when requested by Landlord a certificate to the effect that this Lease is
in full force and effect and that Landlord is not in default herein or stating specifically any
exceptions thereto. Failure to give such a certificate within ten (10) days after written request
shall be conclusive evidence that Lease is in full force and effect and Landlord is not in default
and Tenant shall be estopped from asserting any defaults known to him at that time.
The various rights, remedies, powers and elections of Landlord reserved, expressed or
contained in this Lease, are cumulative and no one of them shall be deemed to be exclusive to the
others or of such other rights, remedies, powers, options or elections as are now, or may hereafter
be, conferred upon Landlord by law.
No waiver by Landlord of any provision hereof shall be deemed to have been made unless such
waiver be in writing signed by Landlord. The failure of Landlord 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 any such covenants,
conditions or options, but the same shall continue and remain in full force and effect. No act of
Landlord or its agent during the term hereof shall be deemed on acceptance of a surrender of the
Premises unless made in writing and personally subscribed by Landlord neither shall the delivery of
the keys to the premises by Tenant to Landlord or its agents be deemed a surrender and acceptance
thereof. No payment by Tenant of a lesser amount than the monthly rent herein stipulated shall be
deemed to be other than on account of the stipulated rent.
A. Non-Liability of Landlord. Neither Landlord nor any beneficiary, agent, servant, or
employee of Landlord, nor any Mortgagee, shall be liable to Tenant for any loss, injury, or damage,
to Tenant or to any other person, or to its or their property, irrespective of the cause of such
injury, damage or loss, unless caused by or resulting from the negligence or willful misconduct of
Landlord, his agents, servants or employees in the operation or maintenance of the Premises or the
Building, subject to the doctrine of comparative negligence in the event of contributory negligence
on the part of Tenant or any of its subtenants or licensees or its or their employees, agents or
contractors. Tenant recognizes that any Mortgagee will not be liable to Tenant for injury, damage
or loss caused by or resulting from the negligence or willful misconduct of the Landlord. Further,
neither Landlord, any Mortgagee, not any partner, director, officer, agent, servant, or employee of
Landlord shall be liable: (I) for any such damage caused by other Tenants or persons in, upon or
about the Building, or caused by damages arising out of any loss of use of the Premises or any
equipment or facilities therein by Tenant or any person claiming through or under Tenant.
B. Indemnification by Tenant. Tenant shall indemnify and hold Landlord and all
Mortgagees and his and their respective partners, directors, officers, agents, employees and
beneficiaries harmless from and against any and all claims from or in connection with (I) the
conduct or management of the Premises or any business therein, or any work or thing whatsoever
done, or any condition created (other than by Landlord) in or about the Premises during the term of
this Lease or during the period of time, if any, prior to the Commencement Date that Tenant may
have been given access to the Premises; (ii) any act, omission or negligence of Tenant or any of
its subtenants or licensees or its or their partners, directors, officers, agents, employees or
contractors; (iii) any accident, injury or damage whatsoever (unless caused solely by Landlord’s
negligence or willful misconduct) occurring in, at or upon the Premises; and (iv) any breach or
default by Tenant in the full and prompt payment and performance of Tenant’s obligations under
this Lease; together with all costs, expenses and liabilities incurred in or in connection with
each such claim or action or proceeding brought thereon including, without limitation, all
reasonable attorneys’ fees and expenses. In case any action or proceeding be brought against
Landlord and/or Mortgagee and/or his or their partners, directors, officers, agents and/or
employees by reason of any such claim, Tenant, upon notice from Landlord or such Mortgagee, shall
resist and defend such action or proceeding (by counsel reasonably satisfactory to landlord or such
Mortgagee).
C. Independent Obligations; Force Majeure. The obligations of Tenant hereunder shall
not be affected, impaired or excused, nor shall Landlord have any liability whatsoever to Tenant,
because (I) Landlord is unable to fulfill, or is delayed in fulfilling any of his obligations under
this Lease by reason of strike, other labor trouble, governmental pre-emption of priorities or
other controls in connection with a national or other public emergency or shortages of fuel,
supplies, labor or materials, Acts of God or any other cause, whether similar or dissimilar, beyond
Landlord’s reasonable control. Tenant shall not hold Landlord liable for any latent defect in the
Premises or the Building nor shall Landlord be liable for injury or damage to person or property
caused by fire, theft, or resulting from the operation of elevators, heating or air-conditioning or
light apparatus, or from falling plaster, or from steam, gas, electricity, water, rain, or
dampness, which may leak or flow from any part of the Building, or from the pipes, appliances or
plumbing work of the same.
If Landlord shall make any expenditures, for which Tenant is liable under this Lease, or if
Tenant shall fail to make any payment due from him under this Lease, the amount thereof shall at
Landlord’s option be deemed “additional rent” and shall be due with the next succeeding installment
of rent. For the nonpayment of any “additional rent” Landlord shall have the same remedies and
rights that Landlord has for the nonpayment of the Annual Rent.
All notices shall be in writing. Any notice by Landlord to Tenant shall be deemed to be duly
given on the date delivered if sent by hand delivery or one day after posting if sent otherwise, if
either delivered personally to Tenant or sent by registered or certified mail, addressed to Tenant
at the Building in which the Premises are situated. Any notice by Tenant to Landlord shall be
deemed duly given if sent by registered or certified mail to Landlord at: 00 X. Xxxxxx Xxxx, Xxxxx
000, Xxxxxxx Xxxxx, XX 00000 (or at such other address as. may hereafter be designated by
Landlord), and also to the agent of Landlord charged with the renting and management of
the-Building.
Tenant agrees at the expiration of the term to quit and surrender the Premises and everything
belonging to or connected therewith in as good state and condition as reasonable wear and use
thereof will permit, and to remove all signs, advertisements and rubbish from the same Premises;
and Tenant hereby expressly authorizes Landlord, 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.
Tenant agrees to observe and comply with and Tenant agrees that his agents and all persons
visiting in the Premises will observe and comply with the rules and regulations annexed hereto and
such other and further reasonable rules and regulations as Landlord may from time to time deem
needful and prescribe for the reputation, safety, care and cleanliness of the Building, and the
preservation of good order therein and the comfort, quiet and convenience of other occupants of the
Building, which rules and regulations shall be deemed terms and conditions of this Lease. Landlord
shall not be liable to Tenant for the violation of any of the said rules and regulations by any
other Tenant or person.
Upon Tenant taking possession of the Premises, Tenant shall be deemed to have accepted the
Premises and the alterations and improvements in their “as-is/where-is” condition and as further
set forth in Paragraph 22 above.
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. Tenant shall fully pay the cost
of any improvement or improvements made or contracted by Tenant. Tenant shall notify any
contractors hired or retained by Tenant of this provision, in writing, with a copy to Landlord. Any
mechanic’s lien filed against the Premises or the Building for work claimed to have been done, or
materials claimed to have been furnished to Tenant shall be duly discharged by Tenant within ten
(10) days after the filing of the lien if Tenant shall fail to discharge such lien, Landlord may
(but shall not be obligated to) discharge said lien either by payment or bonding of the amount
claimed and such amount shall be payable as additional rent, and shall bear interest at the highest
legal rate.
Prior to commencement of any improvements, alteration or construction by Tenant, Tenant shall,
if required by Landlord, obtain a full payment and performance bond from a Bonding or Insurance
company doing business in Florida, a Letter of Credit, or some other form of security, acceptable
to Landlord in its sole discretion, in an amount deemed reasonably sufficient by Landlord, in its
sole, reasonable discretion, to cover the greater of (I) the costs of completion of the Tenant
Improvements set forth in this Paragraph in accordance with the approved plans and specifications,
or (ii) the amount of the approved construction contract; subject to the verification by Tenant’s
general contractor or engineer, and naming Landlord as a beneficiary. All such construction shall
be installed and completed in accordance with all applicable building codes and the approved plans
and specifications, and shall be approved by any architect or engineer performing inspection
services for Tenant.
If the Building, the Premises or the improvements therein, should not be completed, or if the
occupant whose lease expires prior to the day fixed for the commencement of the term herein demised
shall not have surrendered the Premises, or if for any other reason
Landlord should be unable to give Tenant possession of the Premises at the time of the
commencement of the term as above provided, the commencement of the term shall be postponed until
Landlord is able to give possession, and the rent for the Premises shall not commence until such
possession is given to Tenant or such later date as is specified herein; provided, however, that
Landlord shall not be liable for damages, if any, sustained by Tenant on account of the failure to
obtain possession and provided also that the delay in giving possession shall in no other way
affect the obligation of Tenant hereunder, irrespective of the duration of such delay.
It is understood that any dimensions or sizes on either working or renting plans are merely
approximations and whether such plans are attached or are made part of this Lease or not, Landlord
shall not be liable, and this Lease shall not be void or voidable, because of exigencies arising
during construction, alteration or preparation for Tenant’s occupancy result in changes not
indicated on such plans. Tenant acknowledges that the actual useable area of Premises may be
different (either greater or lesser) than the GLA as GLA utilizes a portion of common floor area in
its calculation (BOMA methodology).
Upon execution hereof, Tenant shall deposit with Landlord the sum of TWENTY THOUSAND SEVEN
HUNDRED AND 00/XX DOLLARS ($20,700.00), in cash, which sum is the approximate equilvalent of two
months’ Base Rent together with the estimated monthly share of operating expenses, electricity
charges and Additional Rent, plus applicable sales tax thereon. The said sum represents 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 Annual Rent
and additional rent, Landlord 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 landlord may expend or may be required to
expend by reason of Tenant’s default in respect of any of the terms, covenants and conditions of
this Lease, including, but not limited to, any damages or deficiency in the reletting of the
Premises, whether such damage occurred before or after summary proceedings or other re-entry by
Landlord. In the event that Tenant shall fully and faithfully comply with all of the terms,
provisions, covenants and conditions of this Lease, Landlord shall apply so much of the Security
Deposit that shall remain with Landlord, towards the Base Rent, operating expenses, and Additional
Rent, plus applicable sales tax thereon, due for the last month of this Lease. At the termination
of the Lease (including any extensions thereof), the remaining balance of the Security Deposit (if
any), but not any prepaid rents, as tendered by Tenant, pursuant to this Paragraph, excluding any
rent portion thereof, shall be returned to Tenant after the date fixed at the end of the Lease and
after delivery of entire possession of the Premises to Landlord. In the event of a sale of the Land
and Building, of which the Premises form a part, Landlord shall have the right to transfer the
security to the vendee, and Landlord shall thereupon be released by Tenant from all liability for
the return of such security and Tenant agrees to look solely to the new Landlord for the return of
said security. Tenant shall receive notice of any such sale and transfer of the Security Deposit.
It is agreed that the
provisions hereof shall apply to every transfer or assignment made of the security to a new
Landlord. Tenant further covenants that it will not assign or encumber the moneys deposited herein
as security and that neither Landlord nor its assigns shall be bound by any such assignment or
encumbrance. Landlord shall not be required to keep the security in a segregated account and the
security may be commingled with other funds of Landlord, and in no event shall Tenant be entitled
to any interest on the security. The mortgagee holding a mortgage encumbering the Building shall
not be responsible to Tenant for the security deposit in the event such mortgagee becomes the owner
of the Building through foreclosure or by reason of a deed in lieu thereof. Tenant agrees not to
look to any mortgagee or Purchaser at any foreclosure sale or Guarantee in a Deed given in lieu of
foreclosure for the return of any Security Deposit given to Landlord unless Landlord has given such
Deposit to any such entity, however, in such event, any amount of such security shall be credited
to Tenant, pursuant to the Lease.
Landlord covenants that, if and so long as Tenant pays the Annual Rental 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 Premises, subject, however, to the 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 Landlord to be performed shall be binding upon
Landlord for so long as Landlord remains the owner of the Building of which the Premises form a
part, and shall, provided the Tenant is not in default of any term or condition hereof, be binding
upon any successors or assigns of the Landlord.
Landlord and Tenant hereby acknowledge and agree that the parking plan for the Building is an
open parking arrangement. Other than as specifically set forth in this Lease, parking spaces shall
be unassigned and Landlord shall not be liable for any damage of any nature whatsoever to, or any
theft of, automobiles or other vehicles or the contents thereof, while in or about the Entire
Property. Nothing contained herein shall act to limit or prohibit Landlord from designating any or
all parking spaces for exclusive use by specific tenants of the Building or the Entire Property.
Landlord and Tenant represent and warrant, each to the other, that neither has had any
dealings, negotiations or consultations with respect to the Premises or this transaction with any
broker or finder, and that no broker or finder called the Premises to Tenant’s attention for lease
or took part in any dealings, negotiations or consultations with respect to the Premises of this
Lease. Each party hereby agrees to indemnify and save the other harmless from and against all
costs, fees (including, without limitation, attorney’s fees), expense, liabilities and claims
incurred or suffered by said party as a result of the representation and warranty contained in this
Paragraph being untrue or false.
Without the prior written approval of Landlord, which may be unreasonably withheld, Tenant
shall not permit the painting or display of any signs, placards, lettering or advertising material
of any kind on or near the exterior of the Demised Premises or the Building. With Landlord’s prior
approval, which shall not be unreasonably withheld, Tenant may display Tenant’s name on or near the
entrance to the Demised Premises in a manner and location prescribed by Landlord. Landlord will
install a directory for the Building in a prominent location on the first floor of the Building.
Tenant shall have the right to have its name and that of its affiliate companies occupying the
premises (not exceeding three in the aggregate) listed in said directory. Landlord reserves all
rights to signage on the exterior of the Building and may at its sole option allow Tenant or any
tenant to utilize such signage at additional cost and subject to such conditions as Landlord may
require in its sole and absolute discretion. Notwithstanding the foregoing, Tenant may request
authority to install an exterior lighted sign on an exterior facade of the Building in a size and
location designated by Landlord. Tenant shall, as a condition precedent to the installation of such
exterior sign, obtain all required approvals, permits, licenses and insurance with respect to the
exterior sign. Tenant shall maintain property damage and liability insurance with respect to the
exterior sign in such amounts as shall be reasonably required by Landlord. The exact location,
materials, layout, color and content of the exterior sign shall be subject to review and prior
written approval by Landlord in its sole discretion. All costs in connection with the permitting,
approvals, installation and maintenance of such signage shall be paid by Tenant in advance with
evidence of such payment submitted to Landlord. Costs shall include any costs incurred by Landlord
in connection with review or approval of the plans for such exterior sign, but shall not exceed
FIVE HUNDRED ($500.00) DOLLARS. Tenant shall be liable for any damage to the sign or the Building
caused by the exterior sign, of any type, foreseeable or unforeseeable. Tenant shall pay Landlord
Additional Rent, and in addition to any other payments due under the Lease, the sum of ONE HUNDRED
($100.00) DOLLARS per month as an exterior signage lighting fee. Any rights granted Tenant
hereunder shall be a license only, personal to the Tenant and shall not be assignable or
transferable in any manner. In the event Landlord shall reasonably determine that any approved
exterior sign is not being properly maintained or creates a hazardous condition, Landlord may, upon
ten (10) days’ notice, terminate Tenant’s right to maintain the exterior sign. Landlord shall have
the right to establish or modify rules and regulations with respect to any exterior sign from time
to time or to reassign or relocate the exterior sign at any time, at Tenant’s sole cost and
expense.
Landlord reserves the right at anytime to change the name of the Building.
If any clause or provision of this Lease is illegal, invalid or unenforceable under present or
future laws effective during the term of this Lease, then and in that event, it is the intention of
the parties hereto that the remainder of this Lease shall not be affected thereby.
Notwithstanding any provisions in this Lease to the contrary, Tenant agrees that Tenant shall
look solely to Landlord’s interest in the entire property in the event of any default or breach by
Landlord with respect to any of the terms and provisions of this Lease or any term implied in fact
or in law on the part of the Landlord to be performed or observed, and no other assets of Landlord
shall be subject to levy, execution, or other judicial process or award for the satisfaction of
Tenant’s claim. This provision shall inure to the Landlord, its successors in interest, its
assigns, including any mortgagee.
Except as otherwise provided in this lease, Landlord shall have the exclusive right to use all
or any portion of the roof of the Building for any purpose.
Unless there shall have occurred an event of default, and except in the event of an emergency
situation as determined by Landlord in its sole discretion, Tenant shall have reasonable access to
the Premises during the term of this Lease.
The submission of this Lease for examination does not constitute a reservation of or option
for the Demised Premises, and this Lease becomes effective only upon execution and delivery thereof
by Landlord.
Both Landlord and Tenant agree to and do hereby waive trial by jury in any action, proceeding
or counterclaim brought by either of the parties hereto under or in connection with this lease.
A. Landlord shall have the exclusive right at any time and from time to time to use all or any
part of the roof and exterior walls of the demise premises for any purpose; to erect temporary
scaffolds and other aids to construction on the exterior of the demised premises, provided that
access to the demised premises shall not be completely denied; to enter the demised premises to
share the foundations and/or walls thereof and to erect scaffolding and/or protective barrier
around and about the demised premises (but not so as to preclude all entry thereto); and to
install, maintain, use, repair and replace pipes, ducts, conduits and wires leading
through the demised premises and serving other parts of the center in locations which will not
material interfere with Tenant’s use thereof. Tenant further agrees that Landlord may make any use
it desires of the side or rear walls of the demised premises, provided that there shall be no
encroachment upon the interior of the demised premises.
B. Landlord hereby further reserves the right at any time and from time to time to make
alterations or additions to and build additional stories on, and to build adjoining to, the
building of which the demised premises are a part (including, but not limited to, construction of a
wholly or partially enclosed mall), and Tenant shall have no interest of any kind whatsoever in the
said additions or additional stories or adjoining buildings. Landlord also reserves the right to
construct other buildings or improvements in the center at any time and from time to time and to
make alterations thereof or additions thereto and to build additional stories on such building or
buildings and to build adjoining the same and to construct double-deck, elevated or subterranean
parking facilities.
C. Landlord may from time to time add property to or withdraw property from the center. Any
property so added shall thereafter be subject to the terms of this Lease and shall be included in
the term “Entire Property” as used in this Lease, and any property so withdrawn by Landlord shall
thereafter not be subject to the terms of this Lease and shall be excluded from the term “Entire
Property” as used in this Lease; provided, however, that no such property shall be deemed added to
or withdrawn from the Entire Property, unless such addition or withdrawal is designated in writing
by Landlord.
D. Landlord shall not be liable in any case for any inconvenience, disturbance, loss of
business or any other annoyance arising from any exercise of any or all of the rights of Landlord
in this paragraph.
No payments by Tenant or receipt by Landlord of a lesser amount than any payment of rent
herein stipulated shall be deemed to be other than on account of the earliest stipulated rent, nor
shall any endorsement or statement on any check or any letter accompanying any check or payment as
rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without
prejudice to Landlord’s right to recover the balance of such rent or pursue another remedy provided
for in this Lease or available at law or in equity.
The words “Lease Year” as used herein shall mean the first twelve full calendar months of the
term following the Rent Commencement Date and each succeeding twelve-month period, except that if
the terms of this Lease shall commence on a day other than the first day of a calendar month, the
period between such commencement date and the first day of the next following calendar month shall
be included with the first twelve full calendar months to constitute the first Lease Year
hereunder.
Provided that Tenant’s joinder is required under applicable law to make same effective, Tenant
shall from time to time, upon request from Landlord, join in a plat or plats of the Premises, and
join the granting of such utility easement or road dedications as may be reasonably necessary to
serve the Premises. Tenant’s joinder in any of the foregoing is on condition that there is no
obligation or expense imposed upon Tenant by reason thereof, except as specifically set forth
herein, and that any such plat or easement will not unreasonably interfere with the ingress and
egress, quiet enjoyment, exposure or visibility of the Premises.
This Lease shall be specifically contingent upon any existing mortgagee having a mortgage
encumbering the property of which the Premises are a part, approving this Lease as to form and
content, including any purchase option or RoFR which may be granted herein. In the event said
mortgagee shall not approve this Lease or any part thereof, the parties may elect to terminate this
Lease in its entirety, or as mutually agreed between the parties, delete only such section as shall
be objectionable to said mortgagee. In which event, the objectionable provision shall be removed
and the Lease shall be in full force and effect as to the balance of the provisions contained
herein.
The street address of the Entire Property and the Premises shall be determined by the City of
Dania or Fort Lauderdale and the United States Postal Service from time to time.
Radon Gas is a naturally occurring radioactive gas that, when it has accumulated in a building
in sufficient quantities, may present health risks to persons who are exposed to it over time.
Levels of Radon that exceed federal and state guidelines have been found in buildings in Florida.
Additional information regarding Radon and Radon testing may be obtained from the county public
health unit.
Landlord’s obligations hereunder shall be specifically contingent and conditioned at the sole
and exclusive option of Landlord upon Tenant submitting accurate and current financial statements
to Landlord for Landlord’s approval in its sole and absolute discretion. Such financial information
shall be supplemented as required by Landlord throughout the term of this Lease.
Tenant represents and warrants to Landlord that its taxpayer identification number is
00-0000000.
This Lease and the Exhibits and Riders, if any, attached hereto, and incorporated herein, set
forth the entire agreement between the parties concerning the Premises, and there are no other
agreements or understandings between them. This Lease and any Exhibits and Riders, if any, may not
be modified except by agreement in writing, executed by the Landlord and Tenant. The masculine (or
neuter) pronoun, singular number shall include the masculine, feminine and neuter genders and the
singular and plural number. This Lease shall be construed in accordance with, and governed by the
laws of the State of Florida.
(INTENTIONALLY LEFT BLANK)
SIGNED, SEALED AND DELIVERED
IN THE PRESENCE OF:
IN THE PRESENCE OF:
| LANDLORD: | ||||||||
| WITNESS: | EYW Holdings, Inc., a Florida Corporation | |||||||
/s/ Xxxxxxxx Xxxxxxxxxx
|
By: | /s/ Xxxxxx X. Xxxxxx
|
||||||
| Name: Xxxxxxxx Xxxxxxxxxx | Xxxxxx X. Xxxxxx, President | |||||||
(Print/Type) |
||||||||
| Date: August 1, 2005 | ||||||||
| TENANT: | ||||||||
| WITNESS: | Gulfstream International Airlines, Inc. | |||||||
/s/ Xxxxxxxx Xxxxxxxxxx
|
By: | /s/ Xxxxxx X. Xxxxxx | ||||||
Name:
Xxxxxxxx
Xxxxxxxxxx
|
Xxxxxx X. Xxxxxx, CEO | |||||||
(Print/Type) |
||||||||
| Date: August 1, 2005 | ||||||||
This First Amendment to Lease is made as of the 22nd of March, 2006, by and between Gulfstream
International Airlines, Inc., a Florida corporation (“Tenant”), having its principal place of
business at 0000 Xxxxxxx Xxxx, 0xx Xxxxx, Xxxxx, Xxxxxxx 00000 and EYW HOLDINGS, INC.,
(“Landlord”), having its principal place of business at 0000 Xxxxxxx Xxxx, 0xx Xxxxx,
Xxxxx, Xxxxxxx 00000.
WHEREAS, the Tenant and Landlord entered into and executed a Office Space Lease (the “Lease”)
dated August 1, 2005 for premises more particularly described as 4th Floor Office Space
located at 0000 Xxxxxxx Xxxx, Xxxxx, being in Florida; and
| 1. | The above recitals are true and correct as of the date hereof; | ||
| 2 | The Landlord agrees to let and the Tenant agrees to rent the additional space located on the second floor so that Tenant will occupy the entire 2nd Floor of the building. The new leased office space consists of an additional approximately 1,500 sq. ft. +/-, to be used and occupied by the Tenant for general office use and for no other purposes or uses whatsoever. Therefore the total office space leased by tenant, after this addition, will be approximately 8,400 sq. ft. +/-. | ||
| 3. | The monthly Base Rent for the remainder of the first year of the Lease shall be NINE THOUSAND AND ONE HUNDRED AND NO/XX ($9,100.00) DOLLARS together with applicable sales tax thereon, commencing May 1, 2006 and continuing throughout the term hereof.. | ||
| 4. | In addition to the monthly rental set forth in Paragraph 3 above, Tenant shall pay all other sums, including additional rent, pursuant to the Lease and this Amendment, monthly or quarterly as required by the Lease. Such additional rent currently consists of Common Area Maintenance charges of $2,380.00 and utilities of $1,120.00, thereby making the monthly payment $12,600.00. These additional rent charges are subject to change in accordance with the Lease. |
| 5. | Tenant acknowledges that it has been and continues in possession and occupancy of the premises under the Lease and this Amendment, is fully familiar with the premises and its condition, and accepts the same in their current “as is/where is” condition without any representations, warranties or covenants of any type, by Landlord. | ||
| 6. | Waiver of jury trial. To the extent permitted by law, the respective parties in this instrument agree to and do hereby waive trial by jury in any action, proceeding, or counterclaim brought by either of the parties against the other on any matters whatsoever arising out of or in any way connected with this Lease, Tenant’s use or occupancy of the unit, or any claim of damage resulting from any act or omission of the parties or either of them in any way connected with this Lease or the unit. | ||
| 7. | Other than as modified and extended hereby, the Lease shall remain in full force and effect through the First Extended Term hereof. |
| LANDLORD: EYW HOLDINGS, INC. |
||||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Xxxxxx X. Xxxxxx, President | ||||
| TENANT: Gulfstream International Airlines, Inc. |
||||
| By: | /s/ Xxxxx Xxxxxxx | |||
| Xxxxx Xxxxxxx, President | ||||