EXHIBIT 7r
XXX XXXXXX
XX
XXXX XXXXX XXXXXXX, XXXXXXX
___________________________
LEASE AGREEMENT
This Lease Agreement (hereafter called the "Lease") is made as of the _____
day of January, 1999 (hereafter called the "Date of this Lease") by and
between HCF Realty, Inc., a Michigan corporation, (hereafter called
"Landlord") and China Peregrine Food Corporation, a Delaware corporation
(hereafter called "Tenant").
1. DESCRIPTION OF PREMISES.
1.1 By executing this Lease, Landlord leases to Tenant and Tenant
leases from Landlord, on the terms, covenants, and conditions set forth
herein, those premises shown on Exhibit A attached hereto (hereafter called
the "Leased Premises") located in the building (hereafter called the
"Building") located on the property described on Exhibit B attached hereto
(hereafter called the "Property") and known as 00000 XX Xxxxxxx Xx. 0, Xxxx
Xxxxx Xxxxxxx, Xxxxxxx, said Leased Premises aggregating 2,485 Rentable
Square Feet.
1.2 During the period that Tenant is properly entitled to have and
continue in possession of the Leased Premises as provided in article 2
below, Tenant shall peacefully have, hold, and enjoy the Leased Premises
against all persons claiming by, through, or under Landlord, provided that
Tenant pays the rent and other sums herein recited to be paid by Tenant and
performs all of Tenant's covenants and agreements herein contained.
1.3 If necessary to comply with laws, rules, or requirements of any
governmental bureau or agency, Landlord shall have the right, with
reasonable notice to Tenant and without liability to Tenant, to move any
wall or partition in or dividing the Leased Premises and, in the event that
the amount of Tenant's Rentable Square Feet is affected, the rent to be
paid hereunder shall be increased or decreased in proportion to the change
in such square footage.
2. TERM AND HOLDING OVER.
2.1 The Leased Premises are leased for a term of five years to
commence at 12:01 a.m. on the third day after a Certificate of Completion
is issued by Palm Beach Gardens for the Leased Premises, but not later than
May 1, 1999 and shall expire at 11:59 p.m. on the day immediately preceding
the fifth anniversary of the Commencement Date (hereafter called the
"Term"), unless the Term shall sooner expire as hereafter provided.
2.2 If Landlord fails to deliver possession of the Leased Premises
at the aforesaid commencement of the Term because (i) Landlord's Work (as
defined in section 2.4 below) shall not have been substantially completed
or (ii) of any other cause or reason beyond the reasonable control of
Landlord, then:
(a) The Term shall not commence on the date set forth in
section 2.1 above but instead shall commence at 12:01 a.m. on such
date as is fixed by Landlord in a notice to Tenant as the earliest
date as of which Landlord is not thus prevented from delivering
possession of the Leased Premises substantially complete and ready
for occupancy by Tenant (provided, however, that Landlord may
similarly at any time prior to such date, by notice to Tenant, change
the date thus fixed for the commencement of the Term in a prior
notice),
(b) The Term shall expire at 11:59 p.m. on the day which
immediately precedes the fifth anniversary of the delayed
commencement date described in clause (a) above, unless the Term
shall sooner expire as hereafter provided,
(c) Neither the validity of this Lease nor the obligations of
Tenant under this Lease shall be affected by such failure to deliver
possession, except that the Term shall begin and end as provided in
clauses (a) and (b) above, and
(d) Tenant shall have no claim against Landlord because of
Landlord's failure due to such circumstances to deliver possession of
the Leased Premises on the date originally or subsequently fixed
therefor.
2.3 The dates upon which the Term shall commence and expire for the
purposes of this Lease as provided in section 2.1 (as modified by section
2.2) above are herein called the "Commencement Date" and the "Expiration
Date", respectively, which dates shall be unaffected by the time as of
which Tenant's physical occupancy of the Leased Premises actually begins
and ends.
2.4 Prior to the Commencement Date, Landlord shall perform the work
and make the installations in the Leased Premises substantially as set
forth in Exhibit C attached hereto (such work and installations being
herein called "Landlord's Work"). Landlord's obligation to perform
Landlord's Work shall not require Landlord to incur overtime costs or
expenses and shall be subject to unavoidable delays due to acts of God,
governmental restrictions, strikes, labor disturbances, shortages of
material and supplies, and for any other cause or event beyond Landlord's
reasonable control. If any dispute shall arise as to whether the Leased
Premises are substantially complete and ready for Tenant's occupancy, a
certificate furnished by Landlord's architect certifying the date of
substantial completion shall be conclusive and binding upon Landlord and
Tenant of that fact and date. Effective as of the execution of this Lease,
Tenant has paid Landlord the nonrefundable sum of $21,321, representing
Tenant's share of the cost of Landlord's Work. Neither Landlord nor Tenant
shall be obligated to pay to the other any amount in the event that there
is a decrease or increase in the total costs of Landlord's Work.
2.5 If Tenant shall continue in possession after the expiration of
the Term until this Lease is terminated effective as of the end of any
calendar month by Landlord or Tenant upon advance notice to the other (the
effective date of which notice is not less than one month prior to such
month end), such possession shall be on a month to month basis subject to
all the conditions, provisions, and obligations of this Lease insofar as
the same are applicable to a month to month tenancy except that, during
such month to month tenancy and until Tenant shall have surrendered
possession of the Leased Premises, the Base Rent as provided in section 3.1
below shall be at a rate equal to twice the monthly Base Rent payable
during the last month immediately prior to the expiration of the Term.
3. RENT.
3.1 Tenant agrees to pay Landlord [without deduction or offset
(other than the credit for the good faith deposit as provided in section
4.2 below), prior notice, or demand] and Landlord agrees to accept, as rent
for the Leased Premises, the sum of $3,416.88 per month (such rent being
herein called the "Base Rent") in lawful money of the United States payable
in advance each month during the Term of this Lease, the first such monthly
rent payment being due on the first day of the calendar month in which the
Commencement Date occurs and a similar monthly rent payment being due on
the first day of each calendar month thereafter during the Term of this
Lease, provided, however, that, if either the first or last monthly rent
payment relates to a less than full month of the Term, the amount of such
first and/or last payment shall be prorated on a per diem basis. Said Base
Rent shall be increased as required pursuant to section 3.2 below. Unless
otherwise directed by Landlord, all rent and other payments under this
Lease shall be payable to Landlord and delivered to Landlord in care of:
Xxxxxxx/Xxxxxxxx Partners, Inc.
Xxxxxxxx Point East Tower
000 Xxxxx Xxxxxxx Xxxxx
Xxxxx 000
Xxxx Xxxx Xxxxx, XX 00000
3.2 The monthly Base Rent specified in section 3.1 above shall be
the amount due and payable for each full calendar month with respect to the
first 12 full calendar months of the Term. Commencing with the amount due
and payable for the first calendar month after that first 12 calendar month
period, with respect to each subsequent 12 calendar month period wholly (or
partially) within the Term, the monthly Base Rent shall be increased by an
amount equal to the Cost of Living Percentage applied to the Base Rent
applicable to the last month of the immediately preceding 12 month period.
The "Cost of Living Percentage" shall be 5%.
3.3 In addition to the Base Rent due pursuant to section 3.1
above, as increased by the Cost of Living Percentage under section 3.2
above, Tenant agrees to pay Landlord as additional rent Tenant's
Proportionate Share of the Operating Expenses of the Building and Property,
which is estimated to be $1,331.55 per month
for the Leased Premises for 1999 (an Operating Expense Breakdown Per 1999
Proposed Operating Costs is attached as Exhibit E). The term
"Proportionate Share" shall mean that fraction, the numerator of which is
the total number of Rentable Square Feet applicable to the Leased Premises
as described in sections 1.1 (i.e., presently 2,485 Rentable Square Feet),
1.3, and 1.4 above and the denominator of which is the total number of
Rentable Square Feet of space contained within the Building (i.e.,
presently 55,841 Rental Square Feet), Tenant's Proportionate Share
presently being .0445013. If the Term, including any holding over period
as described in section 2.5 above, covers less than the entire calendar
year involved, Tenant's Proportionate Share of that year's Operating
Expenses shall be prorated on a per diem basis. The term "Operating
Expenses" shall mean all costs for the calendar year involved in operating,
servicing, managing, and maintaining the Property and the Building (but
shall not include leasing commissions, interest on debt, or capital
retirement of debt) and more particularly, but without restricting the
generality of the foregoing, shall include such costs as the following
insofar as they are attributable to the Property or the Building -
(a) Salaries, wages, medical, surgical, fringe and general
welfare benefits (including medical and surgical benefits), group
life insurance, contributions to pension and profit sharing plans,
payroll taxes, worker's compensation and unemployment insurance
contributions, employment agency fees, and other employee expenses of
Landlord.
(b) Water and sewer charges, common electric, common power
and fuel, and common other utilities.
(c) Window cleaning (inside and outside), Building alarm
service, elevator maintenance service, pest control, air
conditioning, janitorial service, and any supplies or materials
required with the service items.
(d) General maintenance, including the service and
replacement of all machinery, supplies, equipment, tools, and
materials (including light bulbs and ballasts for all common areas).
(e) Management fees and chargeable expenses of any management
company(ies) employed by Landlord in connection with managing the
Property and the Building for Landlord (including all charges and
fees in connection with terminating such arrangements).
(f) All taxes and assessments (including special assessments)
and governmental charges and fees assessed upon the Property, the
Building, and any personal property of Landlord, wherever situated,
to the extent such personal property's use is a component of
Operating Expenses, including without limitation any occupancy, gross
receipts, or rental taxes assessed against Landlord, but not income
or franchise taxes or any other taxes imposed or measured by
Landlord's income or profits unless the same is in lieu of real
estate taxes.
(g) Landscape and lawn care, sprinkler system service,
maintenance of street lights, power and manual broom sweeping of
parking lot surface and
drives, relining and sealing of asphaltic surface areas, maintenance
of signs, trash structures, and in general any and all similar items
related to the asphalt surface spaces, landscaping, sodded areas, and
sidewalks.
(h) Legal and accounting services, hazard and liability
insurance, and all other costs and expenses of operating the Building
and the Property, including the cost (amortized in such manner and
over such period as is permissible for federal income tax purposes
under the Internal Revenue Code and Treasury Regulations at the time
placed into service as determined by Landlord in its sole discretion
together with 12% per annum of the unamortized balance) of (i) any
capital improvements made to the Building or the Property by Landlord
after the Date of this Lease if such capital improvements are for
labor or energy saving devices or materials in order to reduce
operating expenses or are required under any governmental law or
regulation that was not applicable to the Building or the Property at
the time it was constructed and (ii) any equipment, furniture, or
other personal property to the extent used and/or available for use
in connection with such operating, servicing, managing, or
maintaining of the Property or the Building.
(i) All warranty and contract maintenance fees and charges.
The accrual method of accounting shall be used to determine whether a cost
or expense item shall be included in the amount of Operating Expenses for
any given calendar year.
3.4 Prior to the Commencement Date and during the 30 days
immediately preceding the beginning of each calendar year thereafter,
Landlord shall furnish to Tenant a written estimate of the Operating
Expenses for the current or ensuing calendar year, as the case may be, and
Tenant's monthly Proportionate Share of such estimated Operating Expenses.
Tenant shall pay as additional rent such monthly estimated amount to
Landlord on the same dates as payments are due on the Base Rent applicable
to the months of such calendar year. Within 120 days after the end of each
calendar year involved, Landlord shall furnish to Tenant a statement
setting forth in reasonable detail the actual Operating Expenses incurred
by Landlord during such year and Landlord or Tenant shall within 30 days
thereafter make such allowance or payment, respectively, as is necessary to
adjust such estimated amounts to Tenant's actual share of Operating
Expenses as shown on such statement. Any amount due Tenant shall be
credited against installments next coming due pursuant to this section 3.4
(or by payment to Tenant if adjustment is to be made with respect to the
last year of this Lease). Tenant's obligation to pay Landlord for actual
Operating Expenses hereunder shall survive the termination of this Lease.
3.5 If at any time during any calendar year involved the Operating
Expenses are increased to rate(s) or amount(s) greater than that used in
calculating the estimated Operating Expenses for such calendar year,
Tenant's estimated monthly payment of such Operating Expenses shall be
increased for the month in which such increase becomes effective and for
succeeding months to reflect such increase as applicable.
Upon receipt of notice of such increase in rate or amount, Landlord shall
notify Tenant of the amount or estimated amount of increase, the month in
which it shall become effective, and Tenant's monthly share thereof.
Tenant shall pay such increases to Landlord as part of Tenant's monthly
payments of estimated Operating Expenses as provided in section 3.4 above
commencing with the month in which such increase shall be effective.
3.6 Landlord agrees to keep true and accurate records of Operating
Expenses in accordance with commercially reasonable accounting principles
for each calendar year. Each statement of Operating Expenses provided to
Tenant shall set forth in reasonably sufficient detail the Operating
Expenses for said year. Tenant shall have the right during reasonable
business hours and upon not less than 10 days prior notice to Landlord to
examine the records of Operating Expenses within six months from the date
of any such statement of Operating Expenses. Upon expiration of such six
month period, Landlord's statement of Operating Expenses shall be deemed
conclusively accepted by Tenant.
3.7 Tenant acknowledges that late payment by Tenant to Landlord of
rent or other amounts due hereunder will cause Landlord to incur costs not
contemplated by this Lease, the exact amount of which would be extremely
difficult and impractical to ascertain (such costs include, but are not
limited to, processing and accounting charges). Therefore, in the event
Tenant shall fail to pay any rent or other amount due hereunder at the time
such amount is due, Tenant shall pay to Landlord a late charge equal to 5%
thereof and said charges shall be due and payable immediately as additional
rent. In addition, any amounts due pursuant to the terms of this Lease
(including late charges) not paid within 30 days of the due date shall
incur interest at the rate of 18% per annum from and after the due date.
4. DEPOSITS.
4.1 Tenant has deposited with Landlord effective as of execution of
this Lease the sum of $10,000 as security for Tenant's full performance of
all applicable provisions of this Lease, receipt of which is hereby
acknowledged. If at any time Tenant shall be in default in payment of rent
or any other sum due Landlord hereunder or is otherwise in default
hereunder, Landlord may in its sole discretion apply all or any part of the
security deposit toward such payment or toward the curing of such default.
Landlord may likewise apply all or any part of the security deposit to
repair damages to the Leased Premises occurring during the tenancy created
by this Lease. In such event, Tenant shall on demand pay to Landlord a
like sum as additional security. Landlord may also retain all or any part
of the security deposit as needed to repair damages to the Leased Premises
upon termination of the tenancy created by this Lease. If Tenant is not in
default at the termination of this Lease and there are no damages to the
Leased Premises, Landlord shall return the security deposit to Tenant.
4.2 A good faith deposit in the amount of $10,643.62 (equal to Base
Rent and estimated Operating Expenses for the first and 60th months of the
Term) has been paid by Tenant to Landlord effective as of the execution of
this Lease, receipt of which is hereby acknowledged. Such amount
represents consideration for entering into this Lease. If Tenant takes
possession of the Leased Premises pursuant to this Lease, such amount shall
be credited as payment of Base Rent and Operating Expenses when and as such
respective rental payments for the first and 60th months of the Term come
due. If this Lease is accepted by Landlord and Tenant then fails to occupy
the Premises within 60 days after the Commencement Date, such good faith
deposit shall be forfeited.
4.3 Tenant hereby acknowledges that Landlord shall be entitled to
immediately endorse and cash Tenant's security and good faith deposit
check(s) accompanying this Lease. It is further agreed and understood that
such action shall not guarantee acceptance of this Lease by Landlord but,
in the event Landlord does not accept this Lease within 30 days of its
receipt, the amount received by Landlord on cashing such check(s) shall be
promptly refunded in full to Tenant. Landlord may commingle all security
and good faith deposits with other funds. In the event Landlord transfers
its interest in the Leased Premises, Landlord may assign to the transferee
thereof the amount of such security and good faith deposits in which event
Landlord shall thereafter have no further liability for the return of such
amounts.
5. USE OF PREMISES.
5.1 The Leased Premises shall be used for general executive office
activities but for no other purpose. The Leased Premises shall not be used
for any illegal purposes or in violation of any regulation of any
governmental body or in any manner which might be expected to create any
nuisance or trespass, to vitiate any insurance, or to increase the premium
rate of insurance on the Leased Premises, the Building, or the Property.
Tenant agrees to comply with all governmental laws, ordinances, rules,
regulations, decrees, or requirements applicable to the use and occupancy
of the Leased
Premises. Tenant shall not do or permit anything to be done in or about
the Leased Premises which will obstruct or interfere with the rights of
other tenants in the Building or which may be dangerous to the person or
property of others. If Tenant receives notice of any claim of violation of
any law, rule, or regulation applicable to the Leased Premises, Tenant
shall give prompt notice thereof to Landlord.
5.2 Tenant shall not commit or suffer any waste upon the Leased
Premises or any nuisance or other act or thing which may disturb the quiet
enjoyment of any other tenant in the Building or on the Property. Tenant
shall maintain order in the Building and shall not make or permit any
improper noise in the Building or interfere in any way with other tenants
or those having business with them.
5.3 Tenant shall not (i) put up or operate any refrigeration,
heating, or air conditioning apparatus, steam engine, boiler, machinery,
oven, or stove within the Leased Premises [except a typical household
refrigerator, dishwasher (assuming there is adequate plumbing, etc.), and
microwave and a commercial coffee maker], (ii) carry on any mechanical
business thereon, (iii) do any cooking therein, or (iv) use or allow to be
used upon the Leased Premises any inflammables or explosives or any
offensive gases or liquids. Tenant shall keep the Leased Premises equipped
with all safety appliances required by law, ordinance, or any other
regulation of public authority.
5.4 No use shall be made or permitted to be made of the Leased
Premises, nor acts done, which will increase the existing premium rate
upon, be prohibited by, be in conflict with, invalidate, or cause the
cancellation of insurance on the Building (or any fixture, equipment, or
other property therein) or the Property. At its sole cost and expense,
Tenant shall comply with any and all requirements pertaining to the Leased
Premises of any insurance organization or company necessary for the
maintenance of reasonable fire and public liability insurance covering the
Leased Premises, Building, and the Property. Tenant agrees to pay to
Landlord as additional Base Rent any increase attributable to Tenant's acts
in premiums on policies which may be carried by Landlord on the Leased
Premises covering personal injury, damages to the Building, and loss of
rent caused by fire and the perils normally included in extended coverage.
5.5 Landlord shall provide draperies, shutters, and/or blinds to
the Leased Premises' interior windows. Tenant will not place any
draperies, shutters, blinds, signs, advertising matter, or material (except
for such notices mandated by applicable law as approved by Landlord) on the
exterior or the interior of the Building or Leased Premises which may be
seen from the exterior of the Leased Premises or of the Building.
5.6 Tenant shall not (i) vacate or abandon the Leased Premises at
any time during the Term of this Lease or (ii) permit the Leased Premises
to remain unoccupied for a period longer than 30 consecutive days during
the Term of this Lease. If Tenant shall abandon, vacate, or surrender the
Leased Premises or be dispossessed by process of law or otherwise, any
personal property belonging to Tenant and left on the Leased Premises
shall, at the option of Landlord, be deemed abandoned and available to
Landlord to use or sell, without accountability to Tenant, in such manner
as determined
by Landlord. In the event that Tenant shall fail to remove all or the
designated portion of such personal property within ten days of Landlord's
notice to Tenant to do so, all costs, expenses, and losses incurred by
Landlord in the removal and disposal by Landlord of such personal property
shall be borne by Tenant and reimbursed by Tenant to Landlord as additional
rent due under this Lease.
5.7 Tenant shall not place a load upon any floor of the Leased
Premises exceeding the floor load per square foot area which it was
designed to carry and which is allowed by law. Landlord reserves the right
to prescribe the weight, location, and position of all safes, heavy
business machines, and equipment. Such installations shall be placed and
maintained by Tenant, at Tenant's expense, in settings sufficient in
Landlord's judgment to absorb and prevent vibration, noise, and annoyance.
5.8 Tenant will observe and comply with the Rules and Regulations
attached hereto as Exhibit D, together with such amendments thereto and
further rules and regulations as Landlord may prescribe on notice to Tenant
with regard to use of the Leased Premises, the Building, and the Property
by Tenant, its officers, agents, contractors, servants, employees, patrons,
customers, clients, licensees, visitors, and invitees.
6. KEYS AND ENTRY BY LANDLORD.
6.1 Not more than two keys for the Leased Premises will be
furnished to Tenant without charge by Landlord (the charge for additional
keys shall be equal to Landlord's cost thereof). At termination of the
Lease, Tenant shall return to Landlord all keys to doors in the Building.
6.2 Tenant shall permit Landlord and Landlord's agents to enter the
Leased Premises at any time in the event of an emergency to perform any
acts relating to the safety, preservation, or protection of the Building
and at all reasonable times for the purpose of (i) inspecting the Leased
Premises or the Building, (ii) exhibiting the Leased Premises or the
Building to prospective purchasers, mortgagees, or assignees of mortgagees
of the Building or the Property, or any portion thereof, (iii) making
repairs, alterations, or additions to any portion of the Building, or (iv)
showing the Leased Premises to prospective tenants during the last six
months of this Lease, all without any liability to Tenant for any loss of
occupation or quiet enjoyment of the Leased Premises thereby occasioned.
At all times Landlord shall have and retain a key with which to unlock all
of the doors in, upon, and about the Leased Premises, excluding Tenant's
vaults and safes. No changes to existing locks shall be made and no
additional locks or latches shall be put upon any door without the prior
consent of Landlord.
7. ALTERATIONS AND MECHANICS' LIENS.
7.1 Alterations shall not be made to the Leased Premises without
the prior consent of Landlord, which consent Tenant acknowledges and
accepts Landlord may withhold in its sole and absolute discretion.
7.2 Should Tenant desire to alter the Leased Premises and should
Landlord approve and consent to such alteration(s) (at Landlord's option),
Tenant shall permit Landlord to make said alterations and amortize the
total cost thereof as additional Base Rent (subject to escalation as
provided in section 3.2 above) for the balance of the Lease Term. Landlord
shall be entitled to utilize all investment, energy, and similar tax
credits as are provided by the Internal Revenue Code or tax laws of the
state of Florida on eligible property acquired or constructed by Landlord
at its expense, regardless of whether such expense may be eventually borne
by Tenant in the form of increased Base Rent and/or as a component of
Operating Expenses. Should Landlord elect to not provide said alterations:
(a) Tenant shall only contract with such contractors as are
approved by Landlord (and all said alterations shall be subject to
Landlord's prior consent relative to design, location, materials and
workmanship, and control of payments to contractor) and
(b) Prior to commencement by Tenant of said alterations,
Tenant shall provide Landlord with (i) evidence satisfactory to
Landlord regarding adequate financial arrangements to insure proper
and timely payment of the cost thereon and (ii) copies of all
governmental permits and authorizations which may be required in
connection with such work together with evidence of such workers
compensation, personal injury, property damage, and other insurance
as Landlord may require because of the nature of the work to be done
by Tenant.
7.3 Notwithstanding anything in sections 7.1 and 7.2 above, Tenant
may, upon Landlord's prior consent, install trade fixtures or other trade
equipment in conformance with applicable federal, state, and local
government laws and regulations and the same may be removed upon the
termination of this Lease, provided that Tenant shall not be in default
under any of the terms and conditions of this Lease and the Leased Premises
are not damaged by such removal. Tenant shall keep the Leased Premises,
the Building, and the Property free from any liens arising out of any work
performed for, materials furnished to, or obligations incurred by Tenant
(the bonding of a lien by a reputable casualty or insurance company
satisfactory to Landlord shall be deemed the equivalent of a discharge of
such lien). All such work provided for above shall be (i) done at such
times and in such manner as Landlord may from time to time designate, (ii)
of quality at least equal to the original work or installations, and (iii)
done in a good and workmanlike manner.
7.4 Except as provided in section 7.3 above, all fixtures,
improvements, alterations, and additions which may be made or installed by
either Landlord or Tenant in or about the Leased Premises which are in any
manner attached to the floors, walls, or ceilings shall belong to and be
the property of Landlord and shall remain on the
Leased Premises during the Term of this Lease and at the expiration or
termination hereof, except for such property, if any, which Landlord may
designate that Tenant shall remove prior to such expiration or termination.
Tenant agrees to repair all damage to the Leased Premises caused by any
such removal and to restore the Leased Premises to the condition in which
they were prior to removal of said articles. Any such property so
designated by Landlord to be removed, which shall be left in or upon the
Leased Premises, shall be deemed to have been abandoned by Tenant and may
be retained or disposed of by Landlord, as Landlord shall desire. Tenant
shall return the Leased Premises on the termination of the Lease in broom
clean condition together with all improvements in the same condition as
when rented to Tenant, reasonable wear and tear excepted. All costs and
expenses, including risk of loss, of such removal or disposal by Landlord
shall be borne by Tenant and reimbursed by Tenant to Landlord as additional
rent due under this Lease.
8. PARKING AND COMMON AREAS.
8.1 Tenant shall be entitled to park in common with other tenants
of Landlord. Tenant agrees not to overburden the parking facilities and
agrees to cooperate with Landlord and other tenants in the use of parking
facilities. Tenant acknowledges and accepts that Landlord reserves the
right in its absolute discretion to determine whether parking facilities
are becoming crowded or overburdened and, in such event, to allocate
parking space among Tenant and other tenants.
8.2 The phrase "Parking by Tenant" as used herein means the use of
the Property and lower level covered parking garage, if applicable, by
Tenant and by Tenant's officers, agents, contractors, servants, employees,
patrons, customers, clients, licensees, visitors, and invitees for the
parking of motor vehicles in connection with the use of and/or visits to
the Leased Premises. There will be no assigned parking except as provided
in section 8.3 below or as provided by Landlord in specific instances.
Parking by Tenant of any trucks, trailers, motor homes, and commercial
vehicles in any of the parking spaces is prohibited. All Parking by Tenant
shall be subject to and in accordance with any applicable law, ordinance,
or other regulation of public authority.
8.3 During the period that Tenant is properly entitled to have and
continue in possession of the Leased Premises as provided in article 2
above, Tenant is assigned five parking space(s) in the lower level covered
parking garage. The monthly parking fee for such parking space(s) shall be
$30 per space per month and shall be considered as additional Base Rent,
subject to all of the terms and conditions set forth in sections 3.1, 3.2,
3.7, and 4.2 above. Parking by Tenant in any lower level covered parking
space(s) shall be limited to the location(s) as from time to time specified
by Landlord.
8.4 Lubrication, painting, steam cleaning, sandblasting, or other
repair, service, and maintenance of any motorized vehicle, equipment, or
machinery on the Property is specifically prohibited. Any motorized
vehicle, equipment, or machinery abandoned, disabled, or in a state of
nonoperation or disrepair shall not be permitted on
the Property. Tenant hereby agrees to enforce said restriction with
respect to Tenant's own motorized vehicles, equipment, or machinery and
those known to be owned by its officers, agents, contractors, servants,
employees, patrons, customers, clients, licensees, visitors, and invitees.
Should Landlord, in its sole discretion, determine that a violation of this
restriction has occurred, the vehicle, equipment, trailer, or machinery
shall be deemed abandoned or in trespass and shall be removed from the
Property and all costs thereof (including any towing, removal, or storage
charges) incurred by Landlord shall be the obligation of Tenant, if
identified as being responsible under the terms of this provision, and
shall be reimbursed to Landlord as additional rent when invoiced. Landlord
accepts no responsibility for theft, collision, vandalism, fire, acts of
God, or any other casualty of motorized vehicles, equipment, or machinery
parked or stored on the Property (or while the motorized vehicle,
equipment, or machinery is under tow or otherwise stored should removal be
required as heretofore set forth).
8.5 Landlord shall have the right at any time without thereby
creating any actual or constructive eviction or incurring any liability to
Tenant therefor, and without abatement in rent, to change (i) the
arrangement or location of entrances, passageways, doors, doorways,
corridors, stairs, restrooms, and other common areas of the Building and to
change the designated express or local stops of elevators servicing the
Leased Premises or (ii) any aspect of the Property, but such changes shall
be designed to avoid any material obstruction or reduction in Tenant's
access to the Leased Premises and other appurtenances.
9. REPRESENTATIONS AND ACCEPTANCE OF PREMISES.
9.1 Landlord and Landlord's agents have made no representations or
promises with respect to the Building, the Property, or the Leased Premises
except as herein expressly set forth and no rights, easements, or licenses
are acquired by Tenant by implication or otherwise except as expressly set
forth in the provisions of this Lease.
9.2 By execution of this Lease should the Leased Premises be
already complete and improved without any Landlord's Work being called for
in section 2.4 above or, if otherwise, by occupying the Premises, Tenant
acknowledges that it has examined the Leased Premises and accepts them "AS
IS" and as being in the condition and improved as called for by this Lease.
10. LANDLORD'S SERVICES.
10.1 Except where otherwise specified, Landlord shall furnish the
following services during workday hours of 8:00 a.m. to 6:00 p.m. on
Mondays through Fridays and 8:00 a.m. to 1:00 p.m. on Saturdays, inclusive,
except holidays observed by national banks in Palm Beach County, Florida:
(a) Elevator service in common with other tenants during such
hours as are set by Landlord, provided that at all times Landlord
shall make available to Tenant one elevator to service the Leased
Premises in common with the premises of other tenants,
(b) Water for ordinary lavatory purposes and common use
restrooms,
(c) Heating, cooling, and ventilation service for the
Building and Leased Premises,
(d) Cleaning and pest control services of the Building,
including the Leased Premises, during nonbusiness hours, except
Saturdays and Sundays, and
(e) Electric current and lighting (including bulbs,
switches, ballasts, tubes, etc.) for common areas.
10.2 Landlord shall in no way be liable for cessation of any of the
services under this article 10 caused by strike, accident, breakdown, or
other causes beyond Landlord's reasonable control nor shall Landlord be
liable for damages from the stopping of elevators or elevator service or
from any of the fixtures or equipment in the Building being out of repair
or for injury to person or property caused by any defects in the electrical
equipment, ventilating and air conditioning system, elevators, or water
apparatus or for any damages arising out of failure to furnish the services
enumerated in this article. Cessation of any of the services of this
article 10 shall not be considered to be an eviction or disturbance of
Tenant's use of the Leased Premises nor shall this Lease or any of the
provisions be deemed invalidated by such cessation.
10.3 There shall be no abatement, setoff, or apportionment of rent
payable by Tenant relative to the failure of Landlord to furnish any of the
services under this article 10 or the making of any of the repairs or
maintenance.
10.4 Landlord's obligation to furnish light, power, and utilities
shall be conditioned upon the availability of adequate sources thereof.
Landlord shall have the right to reduce heating, cooling, lighting, and
water supplies within the Building as required by any mandatory or
voluntary fuel, energy or water savings, conservation, allocation, or
similar statute, regulation, order, or program.
11. UTILITIES AND TAXES.
11.1 Tenant shall pay directly to the supplier or utility company
involved all charges for electric service relative to the Leased Premises,
said services to be
separately metered by individual meters applied for by Tenant and in
Tenant's own name.
11.2 If Tenant uses the water or sewer services for other than
restroom or drinking purposes, any increased water or sewer fees resulting
from such usage shall, at the option of Landlord, be charged to and paid by
Tenant as additional rent for the applicable months involved.
11.3 Should Tenant's trash volume or frequency be of such size as
to create additional costs for pickup, additional container size, more
frequency of pickup, or special handling, Landlord, at its option, may from
time to time impose a trash service charge on Tenant or increase said
charge if previously applicable, said amount being charged as additional
rent for the applicable months involved.
11.4 Should Landlord charge Tenant for additional water, sewer, or
trash service, Tenant shall remit the amount to Landlord within ten days of
receipt of invoice or pay same as additional rental installments
thereafter, whichever is elected by Landlord.
11.5 Tenant shall pay for all telephone services or for any and all
other services provided in or upon the Leased Premises as Tenant shall
elect to contract for.
11.6 Landlord shall not be liable to Tenant for any compensation,
damages, or reduction in rent by reason of inconvenience or losses arising
from failure or reduction of electric service, water or sewer service,
telephone service, trash removal service, or other utility services.
11.7 If applicable in the jurisdiction where the Leased Premises
are situated, Tenant shall pay and be liable for all taxes and assessments
on Tenant's personal property in addition to all rental, sales, and use
taxes or other similar taxes, if any, levied or imposed on Tenant by any
city, county, state, federal, or other governmental body.
12. LIABILITY INSURANCE AND INDEMNIFICATION BY TENANT.
12.1 Tenant, at its own expense, shall provide and keep in force
with companies acceptable to Landlord public liability insurance for the
benefit of Landlord and Tenant jointly against liability for bodily injury
and property damage in the amount of not less than $1,000,000 in respect to
injuries to or death of any one person in any one occurrence, not less than
$3,000,000 in respect of any one occurrence or accident, and an amount of
not less than $500,000 per occurrence in respect to damage to property,
such limits to be for any greater amounts as may be reasonably indicated by
circumstances from time to time existing. Tenant shall furnish Landlord
with a certificate of such policy prior to occupancy under this Lease and,
within five days of Landlord's request therefor, shall satisfy Landlord
that such policy is in full force and effect. Such policy shall name
Landlord and any mortgagee as an additional insured
and shall provide that it shall not be cancelled or altered without 30 days
prior notice to Landlord. Each policy required by this Lease shall further
contain a provision permitting Tenant to waive all rights of recovery and
claims by way of subrogation, substantially in the following form:
"This insurance policy shall not be cancelled should the
insured waive in writing prior to any loss any or all right of
recovery against any party for loss covered by this policy."
12.2 If Landlord is adjudged a coinsurer by its insurance carrier
on account of the failure of Tenant to comply with any provision of this
article 12, then any loss or damage Landlord shall sustain by reason
thereof shall be borne by Tenant and shall be immediately paid by Tenant
upon receipt of an invoice therefore and evidence of such loss. Landlord
makes no representation that the limits of liability specified to be
carried by Tenant under the terms of this Lease are adequate to protect
Tenant and, in the event Tenant believes that any such insurance coverage
provided for under this Lease is insufficient, Tenant shall obtain at its
own expense such additional insurance as Tenant deems adequate. In the
event Tenant fails to provide Landlord with evidence of insurance as
required by this article 12, Landlord shall have the right but not the
obligation to procure such insurance on behalf of Tenant, charging all
costs and expenses to Tenant as additional rent hereunder.
12.3 Tenant waives for itself, its respective insurance companies,
and its officers, employees, and agents any and all rights of recovery and
claims by way of subrogation against Landlord, its officers, employees, or
agents for the full amount of any loss to the extent covered by any
insurance.
12.4 Tenant shall indemnify and hold harmless Landlord against and
from any and all claims arising from (i) Tenant's use of the Leased
Premises or the conduct of its business or from any activity, work, or
thing done, permitted, or suffered by Tenant in or about the Leased
Premises, (ii) any act, neglect, fault, or omission of Tenant or its agents
or employees, and (iii) all costs, attorney fees, expenses, and liabilities
incurred in or about such claim or any action or proceeding brought
thereof. In case any action or proceeding be brought against Landlord by
reason of any such claim, Tenant upon notice from Landlord shall defend the
same at Tenant's expense by counsel reasonably satisfactory to Landlord.
Tenant, as a material part of the consideration to Landlord, hereby assumes
all risk of and hereby waives all claims in respect to damage to property
or injury to persons in or about the Leased Premises, the Building, and the
Property from any cause whatsoever except that which is caused by the
failure of Landlord to observe any of the terms and conditions of this
Lease and such failure has persisted for an unreasonable period of time
after notice by Tenant of such failure. The obligations of Tenant under
this article 12 arising by reason of any occurrence taking place during the
term of this Lease shall survive any termination of this Lease.
13. LIMITATION OF LIABILITY.
13.1 The term Landlord as used in this Lease shall be limited to
mean and include only HCF Realty, Inc. and its successors and assigns and
in no event shall such term or any covenant be construed to impose a
personal obligation upon the leasing broker or property manager, each of
which is an independent contractor authorized by the owner of the Leased
Premises to secure (but not execute) leases and to manage the Property and
the Building. Nothing herein shall be construed to imply or impose a
general agency relationship upon either the leasing broker or property
manager.
13.2 In the event of any transfer of title to the Property, the
Building, or the Leased Premises, Landlord shall be automatically freed and
relieved from all personal liability with respect to performance of any
covenant or obligation on the part of Landlord, it being intended hereby
that the covenants and obligations contained in this Lease on the part of
Landlord shall be binding on Landlord and its successors and assigns only
during their respective successive periods of ownership.
13.3 Notwithstanding anything to the contrary contained in this
Lease, it is agreed and understood that Tenant shall look solely to the
Property for the enforcement of any judgment (or other judicial decree)
requiring the payment of money by Landlord to Tenant by reason of any
default or breach by Landlord in the performance of its obligations under
this Lease, it being intended hereby that no other assets of Landlord shall
be subject to levy, execution, attachment, or other such legal process for
the enforcement or satisfaction of the remedies pursued by Tenant in the
event of such default or breach.
14. SUBORDINATION.
14.1 This Lease shall be subordinate to any ground lease, mortgage,
deed of trust, or any other hypothecation for security now or hereafter
placed upon the Property and to any and all advances made on the security
thereof and to all renewals, modifications, consolidations, replacements,
and extensions thereof. Notwithstanding such subordination, neither
Tenant's obligations hereunder shall be affected nor Tenant's right to
quiet possession of the Leased Premises shall be disturbed if Tenant is not
in default and as long as Tenant shall pay the rent and observe and perform
all of the provisions of this Lease, unless and until this Lease is
otherwise terminated.
14.2 At Landlord's request, Tenant shall promptly execute any and
all documents required to effectuate subordination as required under this
article. Tenant hereby irrevocably appoints and constitutes Landlord as
Tenant's attorney in fact to do so in Tenant's name, place, and stead.
14.3 Nothing herein shall prevent Landlord from selling or in any
way affect Landlord's right or ability to sell to one or more purchasers
all or any part of the Building or the Property. If any such sale includes
the Leased Premises, Tenant shall pay all rents and other amounts due
hereunder to the purchaser upon receipt of notice of such sale, including
the name and address of the purchaser, from Landlord.
14.4 Landlord shall have the right at any time to change the name,
designation, and/or address of the Building without the consent of or
liability to Tenant.
14.5 In the event of any default on the part of Landlord (i.e.,
Landlord's actual failure or refusal to observe or perform any term,
covenant, or condition provided under this Lease), Tenant shall give to
Landlord notice specifying the type and nature of such default(s).
Thereafter, Landlord shall have a reasonable period of time (a minimum of
30 days) in which to cure such default(s). If any such specified default
shall not be cured within a reasonable period, Tenant shall give notice
thereof to any beneficiary of a deed of trust or mortgagee of a mortgage
covering the Leased Premises, provided that Tenant has been given notice of
such beneficiary's or mortgagee's name and address, and shall offer such
beneficiary or mortgagee a reasonable opportunity to cure the default,
including the time to obtain possession of the Leased Premises by power of
sale or by judicial foreclosure if such should prove necessary to effect a
cure.
14.6 Landlord and Tenant mutually agree that, should any then
present or prospective lender, mortgagee, or holder of any deed of trust of
the Property or the Building require any changes in this Lease, which
change shall not materially affect the rights and obligations of Landlord
and Tenant under this Lease, they will cooperate with each other in good
faith to make the language of this lease document acceptable to such
lender, mortgagee, or holder. Tenant shall execute any subordination,
nondisturbance, and attornment agreements as may be required by (i) any
such lender, mortgagee, or holder of any deed of trust or (ii) any
purchaser under proceedings brought for foreclosure or pursuant to an
exercise of a power of sale by any such lender, mortgagee, or holder of any
deed of trust.
14.7 Within ten days after request by Landlord, Tenant shall
deliver to Landlord or any other person specified by Landlord a duly
executed and acknowledged written instrument certifying all of the
following:
(a) That the Lease is unmodified and is in full force and
effect or, if there has been any modification, that same is in full
force and effect as so modified and identifying such modification(s),
(b) Whether or not within the knowledge of Tenant (i) there
are then existing any setoffs or defenses in favor of Tenant against
the enforcement of any of the terms, covenants, and conditions of
this Lease by Landlord and, if so, specifying the same and (ii)
Landlord has observed and performed all of the terms, covenants, and
conditions on the part of Landlord to be observed and performed and,
if not, specifying the same, and
(c) The dates to which Base Rent together with all other
additional rent payments and all other charges hereunder have been
paid,
and Tenant does hereby irrevocably appoint Landlord as Tenant's attorney in
fact to do so in Tenant's name, place, and stead.
15. CONDEMNATION.
15.1 If any part of the Leased Premises shall be taken or condemned
for public or quasi public use (other than for temporary use or occupancy)
and a part thereof remains which is susceptible of occupation hereunder,
this Lease shall terminate as to the part so taken as of the date
possession shall be taken by the condemnor (hereafter called the
"Condemnation Date") and the rent subsequently payable shall be adjusted so
that Tenant shall be required to pay for the remainder of the Term only
such portion of such rent as is representative of the number of Rentable
Square Feet in the part remaining after the Condemnation Date in relation
to the number of Rentable Square Feet in the entire Leased Premises
immediately prior to the Condemnation Date, except that, in such event,
Landlord shall have the option by notice to Tenant on or before the
Condemnation Date to terminate this Lease effective as of the Condemnation
Date, in which case Landlord shall refund to Tenant any prepaid rent which,
as of the Condemnation Date, is attributable to the condemned Leased
Premises. Notwithstanding the above, if 20% or more of the Leased Premises
shall be taken, Tenant shall have the option by notice to Landlord on or
before the Condemnation Date to terminate this Lease effective as of the
Condemnation Date.
15.2 If all of the Leased Premises shall be taken or condemned for
public or quasi public use (other than for temporary use or occupancy) or
such part thereof be taken or condemned so that there does not remain a
portion susceptible for occupation hereunder, this Lease shall terminate
effective as of the Condemnation Date and Landlord shall refund to Tenant
any prepaid rent which, as of the Condemnation Date, is attributable to the
condemned Leased Premises.
15.3 Landlord shall be entitled to receive the entire award for any
and all condemnations, including any award made for the value of the estate
vested by this Lease in Tenant. For this purpose, Tenant hereby expressly
assigns to Landlord any and all right, title, and interest of Tenant in the
Leased Premises now or hereafter arising except that, notwithstanding the
foregoing, Tenant shall be entitled to any award for the loss or taking of
its fixtures and for its relocation expenses.
16. DESTRUCTION.
16.1 If for any reason other than Tenant's act, use, or occupation
(i) a partial destruction of the Leased Premises or the Building occurs
during the Lease Term which requires repairs to either the Leased Premises
or the Building or (ii) the Leased Premises or the Building are declared
unsafe or unfit for occupancy by any public authority which declaration
requires repairs to either the Leased Premises or the Building, Landlord
shall forthwith make such repairs, provided such repairs can be completed
within 120 days (during normal working hours and without incurring overtime
costs or expenses) under then currently applicable laws and regulations.
In no event shall partial destruction (including any destruction necessary
in order to make repairs required by any declaration) annul or void this
Lease, except that Tenant shall be entitled to a proportionate reduction of
rent while such repairs are being made to the extent to which the
destruction and the making of repairs shall interfere with the business
carried on by Tenant in the Leased Premises. If such repairs cannot be so
completed within said 120 day period, Landlord may, at its option, make the
same within a reasonable time, this lease continuing in full force and
effect and the rent to be proportionately abated as
provided in this section. In the event that Landlord does not so elect to
make such repairs which cannot be so completed within said 120 day period
or such repairs cannot be so completed under then currently applicable laws
and regulations, this Lease may be terminated at the option of either party
by giving notice thereof to the other party (the effective date of such
notice being the effective date of termination of this Lease).
16.2 A total destruction (including any destruction required by any
authorized public authority) of the Leased Premises shall terminate this
Lease on notice thereof from Landlord to Tenant, the effective date of such
notice being the effective date of such termination.
16.3 In the event of any dispute between Landlord and Tenant
relative to the provisions of this article, each may select an arbitrator,
the two arbitrators so selected shall select a third arbitrator, and the
three arbitrators so selected shall hear and determine the controversy and
their decisions thereon shall be final and binding on both Landlord and
Tenant who shall bear the cost of such arbitration equally between them.
Landlord shall not be required to repair or replace any property installed
in the Leased Premises by Tenant. No damages, compensation, or claims
shall be payable by Landlord for Tenant's inconvenience, loss of business,
or annoyance arising from any repair of any portion of the Leased Premises
or of the Building except for the proportionate reduction of rent as
provided herein. Tenant hereby waives any right under applicable laws
inconsistent with the terms of this section.
16.4 Notwithstanding anything to the contrary, in the event the
holder of any indebtedness secured by a mortgage or deed of trust covering
the premises requires that the insurance proceeds with respect to any
partial destruction of the Leased Premises or the Building be applied to
such indebtedness, Landlord shall have the right to terminate this Lease
without liability to Tenant by notice of termination to Tenant, the
effective date of such notice being the effective date of such termination.
17. ASSIGNMENT AND SUBLETTING.
17.1 Tenant shall not nor attempt to assign, sublet, mortgage, or
hypothecate this Lease or any interest in this Lease or permit the use of
the Leased Premises by any person or persons other than Tenant. For
purposes of this Lease, an assignment shall constitute:
(a) Any transfer of this Lease from Tenant, including
transfer by merger, consolidation, or liquidation,
(b) If Tenant is a corporation, any sale, issuance, or
transfer of any stock of Tenant other than by public trading, by
operation of law or otherwise, by which an aggregate of more than 50%
of Tenant's stock shall be owned by those who were not stockholders
as of the date hereof, or
(c) If Tenant is a partnership, any admission or withdrawal
of a partner or change of the capital interest or profits/losses
interest in such partnership by which an aggregate of more than 50%
of Tenant's capital interest or profits/losses interest shall be
owned by those who were not partners as of the date hereof.
Any stock and/or partnership capital interest or profits/losses interest of
Tenant owned by or for a corporation, partnership, estate, or trust shall
be considered as owned proportionately by its shareholders, partners, or
beneficiaries.
17.2 If Tenant's interest in this Lease is assigned, whether or not
in violation of the provisions of this article 17, Landlord may collect the
rent from the assignee. If the Leased Premises or any part thereof are
sublet to, occupied by, or used by any person other than Tenant, whether or
not in violation of this article 17, Landlord may collect the rent from the
subtenant, user, or occupant after default by Tenant under this Lease. In
either case, Landlord shall apply the net amount collected to the rent
reserved in this Lease, but neither any such assignment, subletting,
occupancy, or use nor any such collection or application shall be deemed
either a wavier of any term, covenant, or condition of this Lease or an
acceptance by Landlord of such assignee, subtenant, occupant, or user as
tenant.
17.3 Notwithstanding the prohibitions set forth in sections 17.1
and 17.2 above, Landlord may in its sole and uncontrolled discretion
consent to an assignment, sublease, mortgage, hypothecation, occupation, or
use but such consent shall not release Tenant from its primary liability
under the Lease nor shall it be deemed a consent to any other assignment,
sublease, mortgage, hypothecation, occupation, or use by or to any other
party.
18. LANDLORD'S LIEN.
18.1 As security for Tenant's payment of rent, damages, and all
other payments required to be made by this Lease, Tenant hereby grants to
Landlord a lien upon all property of Tenant now or subsequently located
upon the Leased Premises. If
Tenant is in default in the payment of any rent, damage, or other payments
required to be made by this Lease, Landlord may take any action it deems
necessary that may be available to it under applicable law. Except in the
case of abandoned personal property as provided in section 5.6 above, the
proceeds of the sale of the personal property shall be applied by Landlord
first toward the costs and expenses of removal and sale and then toward the
payment of all sums then due or to become due by Tenant to Landlord under
the terms of this Lease.
18.2 To the extent, if any, this Lease grants Landlord any lien or
lien rights greater than provided by the laws of the State of Florida
pertaining to "Landlord's Liens", this Lease is intended as and constitutes
a security agreement within the meaning of Florida's Uniform Commercial
Code ("UCC"). In addition to the rights prescribed in this Lease, Landlord
shall have a lien upon and interest in Tenant's property now or hereafter
located upon the Leased Premises which grants Landlord a security interest
(as that term is defined under the UCC) to secure the payment to Landlord
of the various amounts provided in this Lease. Tenant agrees to and shall
execute and deliver to Landlord such UCC financing statements and such
further notices as Landlord may at any time consider necessary to create,
perfect, and preserve the lien provided in this article 18, which shall
include a lien upon all additions, substitutions, replacements and
accessions thereto, and all proceeds of its or their sale or other
disposition. At the expense of Tenant, Landlord may cause such UCC
financing statements and notices to be recorded and rerecorded, filed and
refiled, and renewed or continued at such times and places as may be
required or permitted by law to create, perfect, and preserve such liens.
Tenant does hereby irrevocably appoint Landlord as Tenant's attorney in
fact to execute such UCC financing statements and notices and any such
execution by Landlord pursuant to this Lease shall be effective and binding
upon Tenant as though executed originally by Tenant.
19. TERMINATION OF LEASE.
19.1 In the event that this Lease:
(a) Is terminated under any of the provisions of this Lease
or by written agreement of Landlord and Tenant specifying the
effective date of termination or
(b) Is deemed terminated by operation of law,
the Lease Term and Tenant's right to possession shall be deemed to have
expired as of the effective date of such termination.
19.2 If Tenant shall not have surrendered possession of the Leased
Premises after this Lease is terminated, Tenant's failure to surrender
possession of the Leased Premises as of the effective date of termination
shall constitute an Event of Default as described in article 20 below and
until Tenant does surrender possession:
(a) All of Tenant's obligations under this Lease, including
the obligation to pay rent at the rate specified in section 2.5
above, shall continue undiminished by such termination and
(b) Landlord may exercise all rights and remedies under this
Lease and under applicable law to regain possession of the Leased
Premises, to collect amounts due, and to obtain damages for any and
all defaults (all as provided in articles 21 and 22 below).
19.3 After Tenant has surrendered possession of the Leased Premises
after this Lease is terminated, all of Tenant's obligations and Landlord's
rights under this Lease and under applicable law shall continue
undiminished by such termination to the extent of Landlord's right to
collect amounts due, if any, and to obtain damages for defaults, if any,
all as provided in articles 21 and 22 below.
20. DEFAULTS.
20.1 The occurrence at any time (whether prior or subsequent to the
Commencement Date) of any of the following events shall constitute an
"Event of Default" by Tenant under this Lease:
(a) Tenant's failure, regardless of the cause, to make
payment when due of any rent (whether Base Rent or additional rent of
any kind) if such failure shall continue for a period of five days
after notice by Landlord to Tenant of such failure,
(b) Tenant's failure to observe or perform any term,
covenant, or condition of this Lease on Tenant's part to be observed
or performed (other than covenants for the payment of rent) if Tenant
shall fail to remedy such breach within 15 days after notice by
Landlord to Tenant of such breach (or, if such breach is of such a
nature that it cannot be completely remedied within said period of 15
days, Tenant shall not commence within said period of 15 days, or
shall not thereafter diligently prosecute to completion, all steps
necessary to remedy such breach),
(c) Tenant's:
(1) Filing of a voluntary petition in bankruptcy or
insolvency,
(2) Adjudication as being bankrupt or insolvent,
(3) Filing of any petition or answer seeking any
reorganization, arrangement, composition, readjustment,
liquidation, dissolution, or similar relief under the present
or any future federal bankruptcy act or under any other present
or future applicable federal, state, or other statute or law,
(4) Execution of an assignment for the benefit of
creditors, or
(5) Consent to, acquiesce in, or otherwise seeking of
the appointment of any trustee, receiver, or liquidator of
Tenant or of all or any part of the property of Tenant,
(d) The:
(1) Commencement of any proceeding against Tenant
(whether by the filing of a petition or otherwise) seeking any
reorganization, arrangement, composition, readjustment,
liquidation, dissolution, or similar relief under the present
or any future federal bankruptcy act or under any other present
or future applicable federal, state, or other statute or law
which proceeding shall not have been dismissed within 30 days
after the commencement thereof,
(2) Appointment of any trustee, receiver, or liquidator
of Tenant (or of all or any part of the property of Tenant)
without the consent or acquiescence of Tenant if such
appointment shall not have been vacated or otherwise discharged
within 30 days of such appointment, or
(3) Taking, occupying, or attempted taking or occupying
of any part or all of the Leased Premises pursuant to any
execution or attachment issued against Tenant or any of the
property of Tenant,
(e) Tenant's failure to observe or perform any term,
covenant, or condition on Tenant's part to be observed or performed
under any other lease with Landlord of space in the Building if such
failure shall continue beyond any grace period set forth in such
other lease for the remedying of such failure,
(f) The Leased Premises shall become vacant, deserted, or
abandoned,
(g) Tenant's interest in this Lease shall, in whole or in
part, devolve upon or pass to any other person, whether by operation
of law or otherwise, except as expressly permitted under article 17
above, or
(h) Tenant's failure to surrender possession of the Leased
Premises after termination of this Lease (as provided in article 19
above).
20.2 If, at any time:
(a) Tenant shall be comprised of two or more persons (whether
as partners or cotenants of any kind),
(b) Tenant's obligations under this Lease shall have been
guaranteed by or are the responsibility of any person other than
Tenant, or
(c) Tenant's interest in this Lease shall have been assigned,
all references to "Tenant" in clauses (c) and (d) of section 20.1 above
shall be deemed to mean any one or more of the persons primarily or
secondarily liable for Tenant's obligations under this Lease. Any monies
received by Landlord from or on behalf of
Tenant during the pendency of any proceeding of the types referred to in
such clauses (c) and (d) of section 20.1 above shall be deemed paid as
compensation for the use and occupation of the Leased Premises and the
acceptance of any such compensation by Landlord shall not be deemed an
acceptance of rent or a waiver on the part of Landlord of any Event of
Default under section 20.1 above.
20.3 If Tenant shall default in the performance of its obligations
under this Lease, Landlord, at any time thereafter and without notice, may
remedy such default for Tenant's account and at Tenant's expense, without
thereby waiving any other rights or remedies of Landlord with respect to
such default.
21. REMEDIES.
21.1 If any Event of Default (as defined in article 20 above) shall
occur, then Landlord shall have the following remedies in addition to any
other remedies provided elsewhere in this Lease and by law -
(a) At any time after such Event of Default, at Landlord's
option, Landlord may give to Tenant five days notice of termination
of this Lease and, in the event such notice is given, this Lease
shall be terminated (whether prior or subsequent to the Commencement
Date) as of the expiration of such five days.
(b) Either with or without termination of this Lease,
Landlord may immediately and without notice (or at any later time
after the occurrence of such Event of Default) reenter the Leased
Premises or any part thereof either by summary proceedings or by any
other applicable action or proceeding or by force or otherwise
(without being liable to indictment, prosecution, or damages
therefor), and may repossess the Leased Premises and remove any and
all of Tenant's property and effects from the Leased Premises.
(c) Either with or without termination of this Lease,
Landlord may relet the whole or any parts of the Leased Premises from
time to time, either in the name of Landlord or otherwise, to such
tenant(s) for such term(s) ending before, on, or after the original
Expiration Date at such rental(s) and upon such other conditions
(which may include concessions and free rent periods) as Landlord, in
its sole discretion, may determine. In the event of any such
reletting, Landlord (i) shall not be liable for the failure to
collect any rent due upon any such reletting and no such failure
shall operate to relieve Tenant of any liability under this Lease or
otherwise to affect any such liability and (ii) may make such
repairs, replacements, alterations, additions, improvements,
decorations, and other physical changes in and to the Leased Premises
as Landlord, in its sole discretion, considers advisable or necessary
in connection with any such reletting or proposed reletting, without
relieving Tenant of any liability under this Lease or otherwise
affecting such liability.
(d) Either with or without termination of this Lease,
Landlord may recover from Tenant:
(1) All past due amounts and
(2) All damages Landlord may incur by reason of such
default and/or breach,
all as described in article 22 below.
21.2 Tenant, on its own behalf and on behalf of all persons
claiming through or under Tenant (including all creditors), does hereby
further waive any and all rights which Tenant and all such persons might
otherwise have under present or future law to redeem the Leased Premises,
to reenter, or repossess the Leased Premises, or to restore the operation
of this Lease, after:
(a) Tenant shall have been dispossessed by a judgment or by
warrant of any court or judge,
(b) Reentry by Landlord, or
(c) Termination of this Lease,
whether such dispossession, reentry, or termination shall be by operation
of law or pursuant to the provisions of this Lease. The words "reenter",
"reentry", and "reentered" as used in this Lease shall not be deemed to be
restricted to their technical legal meanings.
21.3 In the event of a breach or threatened breach by Tenant (or
any persons claiming through or under Tenant) of any term, covenant, or
condition of this Lease on Tenant's part to be observed or performed,
Landlord shall also have the right to enjoin such breach or threatened
breach and the right to invoke any other right and/or remedy allowed by law
or in equity as if reentry, summary proceedings, and other special remedies
were not provided in this Lease for such breach.
21.4 The remedies hereinbefore set forth are cumulative and shall
not preclude Landlord from invoking any other remedy allowed at law or in
equity, nor shall the election of any remedy specifically provided herein
be deemed an election of remedies as to preclude the invoking of any other
remedy provided herein.
21.5 The waiver by Landlord of (including any express or implied
consent to) any breach of any term, covenant, or condition herein contained
shall not be deemed to be a wavier of such term, covenant, or condition or
of any subsequent breach of the same or any other term, covenant, or
condition herein contained. Failure on the part of Landlord to (i)
complain of any act or failure to act of Tenant, (ii) continue to complain
or to pursue complaints with respect to any act or failure to act of
Tenant, or (iii) declare Tenant in default, irrespective of how long such
failure(s) continue(s), shall not constitute a waiver by Landlord of any
rights and remedies with respect thereto
under this Lease or otherwise at law or in equity (subject, however, to any
grace period provided in this Lease). The subsequent acceptance of rent
hereunder by Landlord shall not be deemed to be a waiver of any preceding
breach by Tenant of any term, covenant, or condition of this Lease, other
than the failure of Tenant to pay the particular rental so accepted,
regardless of Landlord's knowledge of such preceding breach at the time of
acceptance of such rent.
22. DAMAGES.
22.1 If, as a result of the occurrence of any Event of Default (and
as provided in section 21.1 above), this Lease is terminated or Landlord
shall reenter the Leased Premises, then:
(a) Tenant shall pay to Landlord all rent (including Base
Rent and additional rent of all kinds) and other charges (including
late charges and interest, if any, as provided in section 3.7 above)
payable under this Lease by Tenant to Landlord to the date upon which
(i) this Lease shall have terminated or (ii) Landlord shall have
reentered the Leased Premises, whichever shall have first occurred,
and
(b) Tenant shall pay to Landlord any deficiency (hereafter
called the "Deficiency") between the rent (including Base Rent and
additional rent of all kinds) reserved in this Lease for the period
which otherwise would have constituted the remainder of the Term
after the date referred to in paragraph (a) above and the net amount,
if any, of rents collected under any reletting effected pursuant to
the provisions of section 21.1(c) above for any part of such period
(first deducting from the rents collected under any such reletting
all of Landlord's expenses in connection with the termination of this
Lease and/or Landlord's reentry upon the Leased Premises, all
repossession costs, brokerage commissions, legal expenses, attorney
fees, alteration costs, and other expenses of preparing the Leased
Premises for such reletting).
(1) Any such Deficiency shall be paid in monthly
installments by Tenant on the days specified in this Lease for
payment of installments of rent and Landlord shall be entitled
to recover from Tenant each monthly Deficiency as the same
shall arise (including late charges and interest, if any, as
provided in section 3.7 above), and no suit to collect such
amounts for any month shall prejudice Landlord's right to
collect the Deficiency for any subsequent month by a similar
proceeding.
(2) Whether or not Landlord shall have collected any
monthly Deficiency as aforesaid, in lieu of subsequent
Deficiency installments Tenant shall pay to Landlord on demand,
as and for liquidated and agreed final damages, a sum equal to
the amount by which the rent (including Base Rent and
additional rent of all kinds) reserved in this Lease for the
period which, at the time of such demand, otherwise would have
constituted the unexpired portion of the Term exceeds the
then fair and reasonable rental value of the Leased Premises
for the same period. If, before presentation of proof of such
liquidated damages to any court, commission, or tribunal, the
Leased Premises, or any part thereof, shall have been relet by
Landlord for the period which otherwise would have constituted
the unexpired portion of the Term, or any part thereof, the
amount of rent reserved upon such reletting shall be deemed,
prima facie, to be the fair and reasonable rental value for the
part or the whole of the Leased Premises so relet during the
term of the reletting. Solely for the purposes of this section
22.1(b)(2), the term "rent" as used in such section shall mean
the rent in effect immediately prior to the date upon which
demand under this section 22.1(b)(2) is made.
22.2 If the Leased Premises, or any part thereof, shall be relet
together with other space in the Building, the rents collected or reserved
under any such reletting and the expenses of any such reletting shall be
equitably apportioned for the purposes of this article 22. Tenant shall in
no event be entitled to any rents collected or payable under any reletting,
whether or not such rents shall exceed the rent provided under this Lease.
22.3 Nothing contained in articles 20, 21, or this article shall be
deemed to limit or preclude (i) the application to damages of the Security
Deposit provided in section 4.1 above or (ii) the recovery by Landlord from
Tenant of the maximum amount allowed to be obtained as damages under
applicable law or of any sums or damages to which Landlord may be entitled
in addition to the damages set forth in section 22.1 above.
23. RADON GAS.
23.1 Radon is a naturally occurring radioactive gas that, when it
has accumulated in a building in sufficient quantities, may present health
risks to persons who are exposed to it over time. Levels of radon that
exceed federal and state guidelines have been found in buildings in
Florida.
23.2 Additional information regarding radon and radon testing may
be obtained from your county public health unit.
24. MISCELLANEOUS PROVISIONS.
24.1 Whenever the singular number is used in this Lease and when
required by the context, the same shall include the plural and the
masculine gender shall include the feminine and neuter genders. The word
"person" shall include individuals (i.e., natural persons), corporations,
partnerships, associations, trusts, and all other entities of any nature
whatsoever. If there is more than one Tenant, the obligations imposed upon
Tenant under this Lease shall be joint and several. For all purposes
throughout this Lease, the term "including" shall mean "including (without
limitation) and by way
of illustration" and the phrase "at any time" shall have the same meaning
as the phrase "at any time or times".
24.2 The descriptive headings or titles of articles of this Lease
are for convenience only and shall have no effect upon the construction or
interpretation of any part of this Lease.
24.3 This instrument contains all of the agreements and conditions
made between the parties of this Lease concerning its subject matter,
superseding any and all agreements made between them (or between some of
them) relative to the Leased Premises (all such prior agreements being
hereby expressly revoked), and this instrument and the Lease it represents
may not be modified orally or in any manner other than by agreement in
writing signed by all parties to this Lease. The attachments to this Lease
are all incorporated into this Lease by this reference as if their
respective contents were set forth in full in this Lease. Anyone may rely
upon a copy of this Lease verified by a notary public to be a true copy of
this Lease (and of the writing, if any, endorsed thereon or attached
hereto) to the same effect as if such copy were an original.
24.4 Time is of the essence of each term and provision of this
Lease. Except as otherwise expressly provided, days include Saturdays,
Sundays, and holidays of all kinds.
24.5 Except as otherwise expressly stated, each payment required to
be made by Tenant shall be in addition to and not in substitution for other
payments to be made by Tenant.
24.6 Subject to section 1.2 and article 17, the terms and
provisions of this Lease shall be binding upon and operate for the benefit
of Landlord and Tenant and their respective heirs, personal
representatives, executors, administrators, guardians, successors, and
assigns.
24.7 All covenants and agreements to be performed by Tenant under
any of the terms of this Lease shall be performed by Tenant at Tenant's
sole cost and expense and without any abatement of rent.
24.8 Where the consent of Tenant is required, such consent shall
not be unreasonably withheld or delayed.
24.9 This Lease shall create the relationship of Lessor and Lessee
between Landlord and Tenant as to which no estate shall pass out of
Landlord, Tenant's interest and rights under this Lease not being subject
to levy, sale, or assignment by Tenant.
24.10 This agreement and the rights and obligations of the parties
under this agreement shall be interpreted, construed, and enforced in
accordance with the laws of the State of Florida.
24.11 If any term or provision of this Lease or the application
thereof to any person or circumstance shall to any extent be invalid or
unenforceable, the remainder of this Lease, including all of its other
terms and provisions, and the application of all of the Lease's terms or
provisions to persons and circumstances other than those as to which it is
held invalid or unenforceable shall not be affected thereby and such other
terms and provisions of this Lease shall be valid and be enforced to the
fullest extent permitted by law. If any late charge and/or interest due
hereunder violate any federal or state usury or similar law applicable to
the terms of this Lease, such late charge and/or interest due hereunder
shall be reduced to the maximum amount then permissible under such law.
24.12 The voluntary or other surrender of this Lease by Tenant or a
mutual cancellation thereof shall not work a merger and shall, at the
option of Landlord, terminate all or any existing subleases and/or
subtenancies or may, at the option of Landlord, operate as an assignment to
Landlord of any or all of such subleases or subtenancies.
24.13 In the event of any legal action or proceeding (including all
appellate proceedings) between the parties hereto, reasonable attorney fees
and expenses of the prevailing party in any such action or proceeding may
be added to the judgment therein. Should Landlord be named as a defendant
in any suit brought against Tenant in connection with or arising out of
Tenant's occupancy hereunder, Tenant shall pay to Landlord its costs and
expenses incurred in such suit, including all reasonable attorney fees.
24.14 All notices, statements, objections, demands, requests,
acceptances, consents, approvals, authorizations, offers, agreements,
appointments, directions, designations, or other instruments required or
permitted to be given, made, or sent under this Lease by either party to
the other shall be in writing duly executed by or in behalf of the party
giving or making the same and shall be sufficiently mailed or delivered to
the other party when sent as follows -
To Tenant at (i) the Leased Premises or,
until Tenant shall have commenced occupancy
of the Leased Premises, the following or
(ii) such other place as Tenant may from
time to time designate by notice to Landlord:
China Peregrine Food Corporation
Xxxxxxxx Point, West Tower
000 Xxxxx Xxxxxxx Xxxxx, Xxxxx 0000
Xxxx Xxxx Xxxxx, XX 00000
To Landlord at the following or such other
place as Landlord may from time to time
designate by notice to Tenant:
Xxxxxxx/Xxxxxxxx Partners, Inc.
Xxxxxxxx Point, East Tower
000 Xxxxx Xxxxxxx Xxxxx, Xxxxx 000
Xxxx Xxxx Xxxxx, XX 00000
and
Xxxxxx X. Xxxxxx
000 Xxxxx Xxxx Xxxxxxxxx - Xxxxx 000
Xx. Xxxxx Xxxxxx, XX 00000
Except insofar as the instrument may specify a later effective date, the
date of its actual delivery, tender of delivery, or refusal of delivery,
whichever shall first occur, shall be the effective date of the notice or
other legal act or information represented by such instrument and such
instrument shall be effective for all purposes from such date.
24.15 Each power of attorney granted by Tenant to Landlord herein
shall (i) continue irrevocably as long as this Lease, with or without
modification, remains in effect, (ii) not be affected by the disability or
incapacity of Tenant subsequent to the execution of this Lease, and (iii)
be coupled with an interest.
25. AUTHORIZED LEASE EXECUTION AND BROKERAGE REPRESENTATION.
25.1 Each individual executing this Lease as a director, officer,
or agent of a corporation or association represents and warrants that such
individual is duly authorized to execute and deliver this Lease on behalf
of such corporation or association in accordance with its bylaws or in
accordance with the terms of a duly adopted resolution of the Board of
Directors of said corporation or association. Each individual executing
this Lease on behalf of a partnership warrants that such individual is a
general partner therein and is duly authorized to execute and deliver this
Lease on behalf of said partnership.
25.2 Tenant acknowledges that Xxxxxxx/Xxxxxxxx Partners, Inc. has
exclusively represented Landlord as broker in the negotiation and
consummation of this Lease and shall receive commission compensation
therefore by Landlord. Tenant represents and warrants that (i) in
connection with the negotiation and consummation of this Lease it is
representing itself, (ii) there are no brokers who are acting in behalf of
Tenant, and (iii) Landlord shall not be responsible or liable for the
payment of any brokerage fee, commission, or other charge for brokerage or
finder's services except as to Xxxxxxx/Xxxxxxxx Partners, Inc. Tenant shall
indemnify and hold harmless Landlord for
any and all claims for brokerage fees, commissions, or other charges for
brokerage or finder's services except those from Xxxxxxx/Xxxxxxxx Partners,
Inc.
25.3 This Lease shall be effective only after Tenant and Landlord
has fully executed this Lease.
26. SPECIAL PROVISIONS.
Special provisions of this Lease numbered 27 is attached hereto and
made a part hereof.
IN WITNESS WHEREOF, the parties hereto have executed or, when
appropriate, have caused this instrument to be executed by duly authorized
officers or agents, all as of and effective from and after the day and year
first above written and described as the Date of this Lease.
Witnesses: China Peregrine Food Corporation
Tenant
____________________________ By _____________________________
January ___, 1999
Witnesses: HCF Realty, Inc.
Landlord
_______________________________ By______________________________
XXX XXXXXX
XX
XXXX XXXXX XXXXXXX, XXXXXXX
___________________________
LEASE AGREEMENT - SPECIAL PROVISIONS
27. TEMPORARY SPACE.
27.1 Landlord grants to Tenant the right to use suite 207 of The
Towers [as shown on Exhibit A attached hereto (hereafter referred to as the
Temporary Space")] without payment of Base Rent or Operating Expense (or
other rent) therefor for the period commencing January 31, 1999 and ending
at 11:59 p.m. on the Commencement Date referred to in article 2 above.
27.2 All of the terms and provisions of this Lease shall be
applicable to the Temporary Space except those relating to Tenant's payment
of rent, Landlord's Work, and the Term provided, however, that Tenant shall
pay for, indemnify, and hold Landlord harmless against any and all
expenses, damages, and claims arising in connection with Tenant's use of
the Temporary Space (including any and all costs of recarpeting,
repainting, and/or redecorating which may be required in the sole
discretion of Landlord after Tenant shall have vacated the Temporary
Space).
27.3 Landlord and Tenant (i) acknowledge that the Temporary Space
presently needs recarpeting and paint and (ii) agree that Tenant will not
request recarpeting or painting of the Temporary Space and Tenant will not
be charged for recarpeting or painting the Temporary Space after it is
vacated.
XXX XXXXXX
XX
XXXX XXXXX XXXXXXX, XXXXXXX
___________________________
LEASE AGREEMENT - EXHIBIT B
LEGAL DESCRIPTION
A parcel of land in Section 0, Xxxxxxxx 00 Xxxxx, Xxxxx 43 East, Palm Beach
County, Florida, being more particularly described as follows: Beginning
at the intersection of the Easterly right-of-way line of State Road No. 5
(U.S. No. 1) with the South line of Government Lot 7 of said Section 4; run
thence Northerly along the Easterly right-of-way line of State Road No. 5
(U.S. No. 1) a distance of 275.60 feet to a point; thence run South
86`52'35" East, parallel to the South line of said Government Lot 7, a
distance of 282.38 feet to a point on the line between Government Lot 6 and
7, of said Section 4; thence run South 1`51'50" West along said Government
Lot line a distance of 274.70 feet to a point in the South line of
Government Lot 7 of said Section 4; thence run Westerly along the South
line of Government Lot 7 of said Section 4, a distance of 268.66 feet to a
point of intersection with the Easterly right-of-way line of State Road No.
5 (U.S. Highway No. 1), the same point being the point of beginning.
XXX XXXXXX
XX
XXXX XXXXX XXXXXXX, XXXXXXX
___________________________
LEASE AGREEMENT - EXHIBIT C
IMPROVEMENTS TO LEASED PREMISES
At its expense, Landlord shall construct the Leased Premises, in accordance
with the space plan depicted below, by Xxxxxx-Xxxxx Construction Co.'s
proposal dated 12/22/98 attached hereto.
XXX XXXXXX
XX
XXXX XXXXX XXXXXXX, XXXXXXX
___________________________
LEASE AGREEMENT - EXHIBIT D
RULES AND REGULATIONS
1. OBSTRUCTIONS TO PASSAGES AND WINDOWS.
a. Tenant shall not (i) block or obstruct any of the entries,
passages, doors, elevators, elevator doors, hallways, or stairways of the
Building or parking area, (ii) place, empty, or throw any rubbish, litter,
trash, or material of any nature into such areas, or (iii) permit such
areas to be used at any time except for ingress and egress of Tenant and
its patrons, licensees, customers, visitors, or invitees.
b. Glass panel doors that reflect or admit light into the
passageways or into any place in the Building shall not be covered or
obstructed by Tenant and Tenant shall not permit, erect, and/or place
drapes, furniture, fixtures, shelving, display cases, tables, lights,
signs, or advertising devices in front of or in proximity of interior and
exterior windows, glass panels, or glass doors providing a view into the
interior of the Leased Premises.
2. TENANT INSTALLATIONS.
a. Tenant may hang on the walls of the Leased Premises framed
photographs, paintings, and other artwork or decorations but Tenant will
not otherwise do any painting or decorating in the Leased Premises nor
xxxx, paint or cut into, drive nails or screw into nor in any way deface
any part of the Leased Premises or Building. If Tenant desires signal,
communication, alarm, or other utility or service connection installed or
changed, such work shall be done at the expense of Tenant, with the
approval and under the direction of Landlord.
b. All contractors and/or technicians performing work for Tenant
within the Leased Premises or Building shall be referred to Landlord for
approval before performing such work. This shall apply to all work
including, but not limited to, installation of telephones, telegraph
equipment, electrical devices and attachments, and all installations
affecting floors, walls, windows, doors, ceiling equipment, or any other
physical feature of the Building or Leased Premises. None of this work
shall be done by Tenant without Landlord's prior written approval.
c. No showcases or other articles shall be put in front of or
affixed to any part of the exterior of the Building nor placed in the
halls, corridors, or vestibules.
d. Except in accordance with such terms and conditions as may be
specified by Landlord in such prior written approval as Landlord may grant
(or withhold), Tenant shall not install any antenna or aerial wires, radio
or television equipment, or any other type of equipment inside or outside
of the Building.
3. SIGNS.
a. No sign, door plaque, advertisement, or notice shall be
displayed, painted, or affixed by Tenant, its contractors, patrons,
licensees, customers, visitors, or invitees in or on any part of the
outside or inside of the Building or Leased Premises without prior written
consent of Landlord and then only of such color, size, character, style,
and material and in such places as shall be approved and designated by
Landlord. Signs on doors and entrances to the Leased Premises shall be
placed thereon by a contractor designated by Landlord and paid for by
Tenant.
b. Landlord will maintain an alphabetical directory board in the
ground floor lobby of the Building containing one name for each Tenant.
4. TENANT ACTIVITIES.
a. Tenant shall not use the Leased Premises or Building for
housing, lodging, or sleeping purposes or for the cooking or preparation of
food.
b. Tenant, together with its contractors, patrons, licensees,
customers, visitors, and invitees, shall not bring into the Building or
Leased Premises or keep on the Leased Premises any fish, fowl, reptile,
insect, or animal (except for such seeing eye dogs and other animals
directly utilized at such time to assist handicapped individuals) or any
bicycle or other vehicle (wheelchairs and baby carriages excepted).
c. Tenant shall not permit the operation of any musical or sound-
producing instruments or devices which may be heard outside the Leased
Premises or Building or which may emanate electrical waves which will
impair radio or television broadcasting or reception from or in the
Building.
d. Before leaving the Leased Premises unattended, Tenant shall
close and lock all doors and shut off all utilities (damage resulting from
failure to do so shall be paid by Tenant). Before closing for the day and
leaving the Leased Premises, Tenant shall draw all blinds and/or draperies.
e. The plumbing facilities shall not be used for any other purpose
than that for which they are constructed and no foreign substance of any
kind shall be thrown therein. The expense of any breakage, stoppage, or
damage resulting from a violation
of this provision shall be borne by Tenant who (or whose contractors,
patrons, customers, licensees, visitors, or invitees) shall have caused it.
f. No space in the Building shall be used for manufacturing,
public sales, the storage of merchandise, or the sale or auction of
merchandise, goods, or property of any kind.
g. Tenants employing laborers or others outside of the Building
shall not have their employees paid in the Building but shall arrange to
pay their payrolls elsewhere.
h. Tenant shall not (i) use the name of the Building for any
purpose other than that of the business address of Tenant or (ii) use any
picture or likeness of the Building or the Building name in any
letterheads, envelopes, circulars, notices, advertisements, containers, or
wrapping material.
i. Tenant, in addition to its patrons, customers, licensees,
visitors, and invitees, shall not solicit business in the Building's
parking facilities or common areas nor shall Tenant distribute any
handbills or other advertising matter in automobiles parked in the
Building's parking facilities.
j. Tenant shall not permit its patrons, customers, licensees,
visitors, or invitees to create any nuisance or interfere with, annoy, or
disturb any other tenant or Landlord in its operation of the Building or
commit waste to be committed in the Leased Premises or Building.
5. BUILDING HOURS AND VISITORS.
a. Landlord reserves the right to close the Building from 7:00
p.m. to 8:00 a.m., subject, however, to Tenant's right to admittance in
such manner prescribed by Landlord, and to require that persons entering
the Building identify themselves and establish their right to enter or to
leave the Building.
b. Landlord shall have the right to exclude any person from the
Building other than during customary business hours and any person in the
Building will be subject to identification by the employees and agents of
Landlord. All persons entering or in the Building shall be required to
comply with the security policies of the Building. If Tenant desires any
additional security service for the premises, Tenant shall have the right
(with the advance written consent of Landlord) to obtain such additional
service at Tenant's sole cost and expense.
c. Canvassing, soliciting, and peddling in the Building is
prohibited and each Tenant shall cooperate to prevent the same. In this
respect, Tenant shall promptly report such activities to the Property
Manager's office.
6. DELIVERIES AND HAND TRUCKS.
a. The movement of furniture, equipment, machines, merchandise, or
materials within, into, or out of the Leased Premises or Building shall be
restricted to times, methods, and routings of movement as determined by
Landlord upon request from Tenant and Tenant shall assume all liability and
risk to (i) all persons and property and (ii) the Property, Leased
Premises, and Building in such movement. Tenant shall not move furniture,
equipment, machines, merchandise, or materials within, into, or out of
Leased Premises or Building without having first obtained a written permit
from Landlord at least 24 hours in advance. Safes, large files, electronic
data processing equipment, and other heavy equipment or machines shall be
moved into the Leased Premises or Building only with Landlord's written
consent.
b. There shall not be used in any space or in the public halls of
the Building, either by any Tenant or by jobbers or others, in the delivery
or receipt of merchandise, any hand trucks, except those equipped with
rubber tires and side guards.
c. Any of Tenant's fixtures, furniture, and equipment to be
brought into the Building shall be the size and weight that in whole or
disassembled parts can be placed on the elevator and pass through the doors
of the Leased Premises and Building.
7. CLEANING AND TRASH.
a. The work of Landlord's janitors or cleaning personnel shall not
be hindered by Tenant after 7:00 p.m. and such work may be done at any time
when the offices are vacant. The windows, doors, and fixtures may be
cleaned at any time. Tenant shall provide adequate waste and rubbish
receptacles, cabinets, bookcases, map cases, etc. necessary to prevent
unreasonable hardship to Landlord in discharging its obligation regarding
cleaning service. In this regard, Tenant shall also empty all glasses,
cups, and other containers holding any type of liquid whatsoever.
b. In the event Tenant must dispose of crates, boxes, etc. which
will not fit into office wastepaper baskets, it will be the responsibility
of Tenant to dispose of same. In no event shall Tenant set such items in
the public hallways or other areas of the Building (excepting Tenant's
Leased Premises) for disposal.
8. RESPONSIBILITY FOR DAMAGES, THEFT, ETC.
a. Tenant will be responsible for any damage to the Leased
Premises, including carpeting and flooring, as a result of rust or
corrosion of file cabinets, roller chairs, metal objects, or spills of any
type of liquid.
b. All plate and other glass now in the Leased Premises or
Building which is broken through cause attributable to Tenant or its
contractors, patrons, licensees, customers, visitors, or invitees shall be
replaced by and at the expense of Tenant under the direction of Landlord.
c. Landlord shall not be responsible for lost or stolen personal
property, equipment, money, or any article taken from the Leased Premises
or Building regardless of how or when loss occurs.
9. MISCELLANEOUS.
a. Tenant shall give Landlord prompt notice of all accidents to or
defects in air conditioning and heating equipment, plumbing, electric
facilities, or any part or appurtenance of the Leased Premises.
b. All references herein to Tenant shall include Tenant's
officers, agents, servants, and employees.
