EXHIBIT 10.5
Lucky Capital
STANDARD OFFICE BUILDING LEASE
This Lease Agreement (sometimes hereinafter referred to as the "Lease") made and
entered into This 30, day of July 1999, by and between Lucky Capitals. lnc.
(Hereinafter called "Landlord"), whose address for purposes hereof is 0000
Xxxxxxxx Xxxx. Xxxxx 000. Xxxxx. XX 00000 and Talk Visual Corporation
(hereinafter called "Tenant"), whose address for purposes hereof until the
commencement of the Term of this Lease is Xxx Xxxxx Xxxx. 0xx Xxxxx. XX 00000
and after commencement of the Term of this Lease shall be the "Building"
(hereinafter defined).
WITNESSETH:
LEASED PREMISES 1. Subject to and upon the terms, provisions, covenants and
conditions hereinafter set forth, and each in consideration of the duties,
covenants and obligations of the other hereunder, Landlord does hereby lease,
demise and let to Tenant and Tenant does hereby lease, demise and let from
Landlord those certain premises (hereinafter sometimes called the "Premises" or
"Leased Premises") in the building known as Lucky Capital (hereinafter called
the "Building") located at 0000 Xxxxxxxx Xxxx. Xxxxx 000/000. Xxxxx, XX 00000,
such Leased Premises being more particularly described as follows: approximately
3,143 SQ. ft. Net Rent able square feet of Net Rent able Area (hereinafter
defined) located on the Suite 704/706, 7tb floor of the Building as reflected on
the floor plan of such Leased Premises attached hereto as Exhibit" A " and made
a part hereof, identified by the signatures or initials of Landlord and Tenant.
The terms "Net Rent able Area", and "Proportionate Part" as used herein, shall
refer to both sections one and two as follows: (i) in the case of a single
tenancy floor, all space measured from the inside surface of the outer glass of
the Building to the inside surface of the opposite outer wall, excluding only
the areas ("Service Areas") within the outside walls used for building stairs,
fire towers, elevator shafts, flues, vents, pipe shafts and vertical ducts, but
including any such areas which are for the specific use of the particular tenant
such as special stairs or elevators, and (ii) in the case of a multi-tenancy
floor, all space within the inside surface of the outer glass enclosing the
tenant occupied portion of the floor and measured to the midpoint of the walls
separating areas leased by or held for lease to other tenants or from areas
devoted to corridors, elevator foyers, rest rooms and other similar facilities
for the use of all tenants, on the particular floor and in the Building
(hereinafter sometimes called "Building Common Areas" and "Floor Common Areas"),
but including a proportionate part of the Common Areas located on such floor and
in the building. No deductions from Net Rent able Areas are made for columns
necessary to the Building. The Net Rent able Areas in the Leased Premises and in
the Building have been calculated on the basis of the foregoing definitions and
are hereby stipulated above as to the Leased Premises, whether the same should
be more or less as a result of minor variations resulting from actual
construction and completion of the Leased Premises for occupancy so long as such
work is done substantially in accordance with the approved plans, and 47.000 net
rent able square feet as to the Building.
TERMS 2. This Lease shall be for the term of Three (3) years with a $.50
increase each year commencing on the 1st of July 1999 and ending on the 30th of
June 2002 (hereinafter sometimes referred to as the "Lease Term" or "Term"),
unless sooner terminated or extended as provided herein.
OPTION TERMS WHEN APPLICABLE Time is of the Essence and Tenant must exercise the
Option, if at all, by delivering written notice 90 days prior to the Lease
expiration. If notice is not given in the manner provided herein within the time
specified, this option shall expire. Tenant's right to exercise the Option shall
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be conditioned upon Tenant not being in default of the Lease at the time when
the Notice of Exercise is delivered to the Landlord. Should Tenant be in default
at the time when the Notice of Exercise is sent, Tenant's Notice of Exercise
shall, at the sole option of the Landlord, be deemed null and void and of no
force and effect. If the Landlord is unable to give possession of the Leased
Premises on the date of the commencement of the aforesaid Lease Term by reason
of the holding over of any prior tenant or tenants or for any other reasons, an
abatement or diminution of the rent to be paid hereunder shall be allowed Tenant
under such circumstances until possession is given to Tenant, but nothing herein
shall operate to extend the initial Term of the Lease beyond the agreed
expiration date, and said abatement in rent shall be the full extent of
Landlord's liability to Tenant for any loss or damage to Tenant on account of
said delay in obtaining possession of the Premises. There shall be no delay in
the commencement of the Term of this Lease and/or payment of rent where Tenant
fails to occupy premises when it are ready for occupancy, or when Landlord shall
be delayed in substantially completing such Leased Premises as a result of: (a)
Tenant's failure to promptly furnish working drawings and plans as required or
(b) Tenant's failure to approve cost estimates within one (I) week or
(c) Tenant's failure to promptly select materials, finishes, or installation or
(d) Tenant's changes in plans (notwithstanding Landlord's approval of any such
changes),
(e) Any other act of omission by Tenant or its agents, or failure to promptly
make other decisions, necessary to the preparation of the Leased Premises for
occupancy.
The commencement of the Term and the payment of rent shall not be affected,
delayed or deferred on account of any of the foregoing. For the purposes of this
paragraph, the Leased Premises shall be deemed substantially completed and ready
for occupancy by Tenant when Landlord's Supervising Architect certifies that the
work required of Landlord, if any, has been substantially completed in
accordance with said approved plans and specifications.
Taking possession of the Leased Premises by Tenant shall be conclusive evidence
as against Tenant that the Leased Premises were in good and satisfactory
condition when possession was so taken. This Lease does not grant any right to
light or air over or about the Leased Premises or Building.
If Tenant. with Landlord's consent. shall occupy the Leased Premises prior to
the beginning of the Lease Term as specified hereinabove. all provisions of this
Lease shall be in full force and effect commencing upon such occupancy, and rent
for such period shall be paid by Tenant at the same rate herein specified.
BASE RENT 3. Tenant agrees to pay Landlord a total "Base Rental" of One hundred
twenty-seven thousand four hundred eighty dollars and eighty-five cents
($127,480.85) being an annual Base Rental of Year 1-$51,180.00, Year
2-$53,227.20, Year 3-$23,073.65 in equal monthly installments of Year
1-$4,265.00, Year 2-$4,435.60, Year 3-$4,614.73, which is computed at a Base
Rental of N/A per rent able square foot per annum for each and every calendar
month of the Term of this Lease, without any offset or deduction whatsoever, in
lawful (legal tender for public or private debts) money of the United States of
America, at the Management Office of the Building or elsewhere as designated
from time to time by Landlord's written notice to Tenant.
Landlord upon execution of this Lease by Landlord and Tenant shall hereby
acknowledge payment by Tenant of the sum of $4.265.00 representing payment of
rental for the first full calendar month of February for this Lease. The balance
of the total Base Rental is payable in equal monthly installments as specified
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above, on the first day of each month hereafter ensuing, the first of which
shall be due and payable on the first of March. 2000.
If the Term of this Lease commences on any day of a month excepting the first
day, Tenant shall pay Landlord rental as provided for herein for such
commencement month on a pro-rata bases {such peroration to be based on the
actual number of days in the commencement month), and the first month's rent
paid by Tenant. if any, upon execution of this Lease shall apply and be credited
to the next full month's rent due hereunder. Rental for any partial month of
occupancy at the end of the Term of this Lease will be prorated, such peroration
to be based on the actual number of days in the partial month.
In addition to Base Rental, Tenant shall and hereby agrees to pay to Landlord
each month a sum equal to any sales tax, tax on rentals, and any other charges,
taxes and/or impositions now in existence or hereafter imposed based upon the
privilege of renting the space leased hereunder or upon the amount of rentals
collected therefore. Nothing herein shall, however, be taken to require Tenant
to pay any part of any Federal and State Taxes on income imposed upon Landlord.
Tenant shall be required to pay Landlord a late fee of Twenty Five Dollars
($25.00) or interest on any rental due that remains unpaid for Five (5) days
after its due date, whichever is greater. Said interest will be computed at the
maximum legal rate from due date.
Pay any part of any Federal and State Taxes on income imposed upon Landlord.
Tenant shall be required to pay Landlord a late fee of Twenty Five Dollars
($25.00) or interest on any rental due that remains unpaid for Five (5) days
after its due date, whichever is greater. Said interest will be computed at the
maximum legal rate from due date.
ADDITIONAL RENT 4. (a) In the event that the cost to the LANDLORD for the
Operating Expenses of the Building, its appurtenances, and/or the land on which
it is located, as hereinafter defined, during any calendar year of the Lease
Term subsequent to the Base Year (which the parties hereto agree shall be
calendar year 1999) shall exceed the cost to the LANDLORD for the Operating
Expenses of the Building, its appurtenances, and/or the land on which it is
located, during the Base Year, then TENANT shall pay to LANDLORD as additional
rent TENANT's "proportionate share" (as such term is hereinafter defined) of the
increase in such costs for each calendar year, if any. The proportionate share
to be paid by the TENANT shall be the percentage which the Net Rent able Area
then leased by the TENANT in the Building bears to the Total Net Rent able Area
contained in the Building, which is ~ net rent able square feet. Based upon the
Net Rent able Area of the Leased Premises, Tenant's "proportionate share" is Th.
The amount of such additional rent due from Tenant, if any, shall be determined
by multiplying Tenant's proportionate share by any increase in Operating
Expenses over the Operating Expenses of the Base Year, except that such
additional rent shall be prorated for any partial calendar year following the
commencement of the Lease Tenn.
(b) Tenant's obligation to pay Tenant's proportionate share of the Operating
Expenses shall commence as of the beginning of the first full calendar year
following the Base Year.
(c) The term "Operating Expenses" as used herein shall mean the cost of all
expenses, cost and disbursements of every kind and nature which LANDLORD shall
pay or become obligated to pay because of or in connection with the ownership,
maintenance and/or operation of the Building, its appurtenances, and/or the land
on which it is located, computed on the accrual basis, but shall not include the
replacement of capital investment items and new capital improvements, except
capital improvements made to the Building subsequent to the commencement date of
this Lease that will improve operating efficiency amortized on a straight-line
basis over the useful life of the improvement. By way of explanation and
clarification, but not by way of limitation, these Operating Expenses will
include the following:
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1. Wages and salaries of all employees engaged in operation, maintenance, and
security of the Building, its appurtenances, and/or the land on which it is
located, employer's social security taxes, unemployment taxes or insurance, and
any other taxes which may be levied on such wages and salaries; the cost of
disability and hospitalization insurance, pension or retirement benefits, or any
other fringe benefits for such employees.
2. All supplies and materials used in operation and maintenance of the Building,
its appurtenances, and/or the land on which it is located.
3. Cost of all utilities including water, sewer, electricity, gas and fuel oil
used by the Building, its appurtenances, and/or the land on which it is located.
and not charged directly to another tenant.
4. Cost of customary Building management, including a reasonable management fee;
janitorial services; trash and garbage removal; servicing and maintenance of all
systems and equipment, including, but not limited to, elevators, plumbing,
heating, air conditioning, ventilating, lighting, electrical, security and fire
alarms, fire pumps, fire-extinguishers and hose cabinets, mail chute, and
staging; security service; painting; window cleaning; landscaping and gardening.
5. Cost of all insurance, including, but not limited to, fire, casualty,
liability, and rental abatement, insurance applicable to the Building, its
appurtenances, and/or the land on which it is located, and LANDLORD's personal
property used in connection therewith.
6. All real and personal property taxes (or payments in lieu of such taxes),
excise taxes, levies and fees, and assessments and governmental charges whether
federal, state, county or municipal, whether general or special, ordinary or
extraordinary, unforeseen or foreseen, and whether they be taxing districts or
authorities presently taxing the Leased Premises or by others, subsequently
created or otherwise, and any other taxes and assessments attributable to the
Building, its appurtenances, and/or the land on which it is located, or its
operation excluding, however, federal and state taxes on income.
7. Cost of repairs, replacements and general maintenance- (d) In the event the
Operating Expenses in any year after the Base Year are reduced because of a
major capital improvement or by the use of automation, then the Operating
Expenses for the Base Year shall be reduced for the purpose of determining
additional rent as though such improvement or automation was in effect during
the Base Year. LANDLORD shall notify TENANT within ninety (90) days after the
end of the Base Year and each calendar year thereafter during the term hereof,
of the amount which LANDLORD estimates (as evidenced by budgets prepared by or
on behalf of LANDLORD) will be the amount of TENANTs proportionate share of
increases in Operating Expenses for the then current calendar year and TENANT
shall pay such sum in advance to LANDLORD in equal monthly installments, during
the balance of said calendar year, on the first day of each remaining month in
said calendar year commencing on the first day of the first month following
TENANTs receipt of such notification. Within ninety (90) days following the end
of each calendar year after the Base Year, LANDLORD shall submit to TENANT a
statement showing the actual amount which should have been paid by TENANT with
respect to increases in Operating Expenses for the past calendar year, the
amount thereof actually paid during that year by TENANT and the amount of the
resulting balance due thereon, or overpayment thereof, as the case may be.
Within thirty (30) days after receipt by TENANT of said statement, TENANT shall
have the right in person to inspect LANDLORD's books and records showing the
Operating Expenses for the Building for the calendar year covered by said
statement. Said statement shall become final and conclusive between the parties,
their successors and assigns as to the matters set forth therein unless LANDLORD
receives written objections with respect thereto within said thirty (30) day
period. Any balance shown to be due pursuant to said statement shall be paid by
TENANT to LANDLORD within thirty (30) days following TENANT's receipt thereof
and any overpayment shall be immediately credited against TENANTs obligation to
pay expected additional rent in connection with anticipated increases in
Operating Expenses or, if by reason of any termination of the Lease no such
future obligation exists, refunded to TENANT. Anything herein to the contrary
notwithstanding, TENANT shall not delay or withhold payment of any balance shown
to be due pursuant to a statement rendered by LANDLORD to TENANT, pursuant to
the terms hereof, because of any objection which TENANT may raise with respect
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thereto and LANDLORD shall immediately credit any overpayment found to be owing
to TENANT against TENANTs proportionate share of increases in Operating Expenses
for the then current calendar year (and future calendar years, if necessary)
upon the resolution of said objection or, if at the time of the resolution of
said objection the Lease Term has expired, immediately refund to TENANT any
overpayment found to be owing to TENANT.
(e) The covenant of Tenant to pay Tenant's proportionate share shall survive the
termination of the Lease.
TIME OF PAYMENT 6. Tenant agrees: that Tenant will promptly pay said rents (Base
Rental as the same may be adjusted from time to time pursuant to paragraph 5 and
Additional Rental), at the time and place stated above; that Tenant will pay
charges for work performed on order of Tenant, and any other charges that accrue
under this Lease; that, if any part of the rent or above mentioned charges shall
remain due and unpaid for seven days next after the same shall become due' and
payable. Landlord shall have the option (in addition to all other rights and
remedies available to it by law and in equity) of declaring the balance of the
entire rent for the entire Term of this Lease to be immediately due and payable,
and Landlord may then proceed to collect all of the unpaid rent called for by
this Lease by distress or otherwise.
SECURITY DEPOSIT 7. Tenant, concurrently with the execution of this Lease, shall
deposit with Landlord the sum of $3,666.83 the receipt of which is hereby
acknowledged by Landlord, which sum shall be retained by Landlord as security
for the payment by Tenant of the rents and all other payments herein agreed to
be paid by Tenant, and for the faithful performance by Tenant of the terms,
provisions, covenants and conditions of this Lease. It is agreed that Landlord,
at Landlord's option, may at the time of any default by Tenant under any of the
terms, provisions, covenants or conditions of the Lease apply said sum or any
part thereof toward the payment of the rents and all other sums payable by
Tenant under this Lease, and towards the performance of each and every one of
Tenant's covenants under this Lease, but such covenants and Tenant's liability
under this Lease shall thereby be discharged only pro tanto that Tenant shall
remain liable for any amounts that such sum shall be insufficient to pay; that
Landlord may exhaust any and all rights and remedies against Tenant before
resorting to said sum, but nothing herein contained shall require or be deemed
to require Landlord so to do; that, in the event this deposit shall not be
utilized for any such purposes, then such deposit shall be returned by Landlord
to Tenant within ten (10) business days next after the expiration of the Term of
this Lease or the determination and payment of the amount due under paragraph 4
of this Lease, if any, which ever later occurs. Landlord shall not be required
to pay Tenant any interest on said security deposit.
USE 8. The Tenant will use & occupy the Lease Premises for the following use or
purpose and for no other use or purpose: Administrative Offices.
QUIET ENJOYMENT 9. Upon payment by Tenant of the rents herein provided, and upon
the observance and performance offal terms, provisions, covenants and conditions
on Tenant's part to be observed and performed, Tenant shall, subject to all of
the terms, provisions, covenants and conditions of this Lease Agreement,
peaceably and quietly hold and enjoy the Lease Premises for the Terms hereby
demised.
INSURANCE PREMIUMS 10. If the Landlord's insurance premiums exceed the standard
premium rates because the nature of Tenant's operation results in extra
hazardous exposure, the Tenant shall, upon receipt of appropriate invoices from
Landlord, reimburse Landlord for such increase in premiums. It is understood and
agreed between the parties hereto that any such increase in premiums shall be
considered as rent due and shall be included in any lien for rent.
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RULES AND REGULATIONS 11. Tenant agrees to comply with all rules and regulations
Landlord may adopt from time to time for operation of the Building and Parking
Facilities and protection and welfare of Building and Parking Facilities, its
tenants, visitors and occupants. The present rules and regulations, which Tenant
hereby agrees to comply with, entitled "Rules and Regulations" are attached
hereto and are by this reference incorporated herein. Any future rules and
regulations shall become a part of this Lease, and Tenant hereby agrees to
comply with the same upon delivery of a copy thereof to Tenant, providing the
same do not materially deprive Tenant of its rights established under this
Lease.
GOVERNMENTAL REQUIREMENTS 12. That the Tenant Talk Visual Corporation shall
promptly execute and comply with all statutes, ordinances, rules, orders,
regulations and requirements of the Federal, State and City Government and of
any and all their Departments and Bureaus applicable to said premises, for the
correction, prevention, and abatement of nuisances or other grievances, in,
upon, or connected with said premises during said term; and shall also promptly
comply with and execute all rules, orders and regulations of the applicable fire
prevention codes for the prevention of fires, at Tenant's own cost and expense,
and Tenant will furnish Landlord with any and all documentation without demand.
SERVICES
13. Landlord will furnish the following services to Tenant
(A) Cleaning services, deemed by Landlord to be normal and usual in a first
class office building, on Monday through Friday, except that shampooing and
replacement of carpet as required by Tenant shall be Tenant's expense.
(B) Automatically operated elevator service, public stairs, electrical current
for lighting, incidentals, and normal office use, and water at those points of
supply provided for general use of its Tenants at all times and on all days
throughout the year.
(C) Heat and air conditioning on Monday through Friday from 8:30 A.M. to 7:00
P.M. and Saturday from 8:30 am to 12:00 pm except Memorial Day, Fourth of July,
Labor Day, Thanksgiving Day, Christmas Day and New Year's Day. Landlord shall
also furnish heat and air conditioning at such other times as are not provided
for herein, provided Tenant gives written request to Landlord before 2:00 P.M.
of the business day preceding the extra usage and if Tenant requires heat and
air conditioning during such hours, Tenant shall be billed for such service at
the rate of $15.00 per hour per unit turned on and said rate may be changed with
thirty (30) days prior written notice.
No electric current shall be used except that furnished or approved by Landlord,
nor shall electric cable or wire be brought into the Leased Premises, except
upon the written consent and approval of the Landlord which shall not be
unreasonably withheld.
Tenant shall use only office machines and equipment that operate on the
Building's standard electric circuits, but which in no event shall overload the
Building's standard electric circuits from which the Tenant obtains electric
current. Any consumption of electric current in excess of that considered by
Landlord to be used, normal and customary for all Tenants, or which require
special circuits or equipment (the installation of which shall be at Tenant's
expense after approval in writing by the Landlord), shall be paid for by the
Tenant as additional rent paid to the Landlord in an amount to be determined by
Landlord, based upon Landlord's estimated cost of such excess electric current
consumption or based upon the actual cost thereof if such excess electric
current consumption is separately metered.
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Such services shall be provided as long as the Tenant is not in default under
any of the terms, provisions, covenants and conditions of this Lease, subject to
interruption caused by repairs, renewals, improvements, changes to service,
alterations, strikes, lockouts, labor controversies, inability to obtain fuel or
power, accidents, breakdowns, catastrophes, national or local emergencies, acts
of God and conditions and causes beyond the control of Landlord, and upon such
happening, no claim for damages or abatement of rent for failure to furnish any
such services shall be made by the Tenant or allowed by the Landlord.
TENANT WORK 14. It is understood and agreed between the parties hereto that any
charges against Tenant by Landlord for services or for work done on the Leased
Premises by order of Tenant, or otherwise accruing under this Lease, shall be
considered as rent due and shall be included in any lien for rent.
REPAIR OF LEASED PREMISES 15. Tenant will, at Tenant's own expense, keep the
Leased Premises in good repair and tenantable condition during the Lease Term
and will replace at its own expense any and all broken glass caused by Tenant in
and about said Leased Premises.
Tenant will make no alterations, additions or improvements in or to the Leased
Premises without the written consent of Landlord, which shall not be
unreasonably withheld, but may be predicated upon but not limited to Tenant's
use of contractors who are acceptable to Landlord, and all additions, fixtures,
carpet or improvements, except only office furniture and fixtures which shall be
readily removable without injury to the Leased Premises, shall be and remain a
part of the Leased Premises at the expiration of this Lease.
It is further agreed that this Lease is made by the Landlord and accepted by the
Tenant with the distinct understanding and agreement that the Landlord shall
have the right and privilege to make and build additions to the Building of
which the Leased Premises are a part, and make such alterations and repairs to
said Building as it may deem wise and advisable without any liability to the
Tenant therefore.
INDEMNIFICATION 16. Tenant further agrees that Tenant will pay all liens of
contractors, subcontractors, mechanics, laborers, material men, and other items
of like character, and will indemnify Landlord against all expenses, costs and
charges, including bond premiums for release of liens and attorneys' fees and
costs reasonably incurred in and about the defense of any suit in discharging
the said Premises or any part thereof from any liens, judgments, or encumbrances
caused or suffered by Tenant. In the event any such lien shall be made or filed,
Tenant shall bond against or discharge the same within ten (10) days after the
same has been made or filed. It is understood and agreed between the parties
hereto that the expenses, costs and charges above referred to shall be
considered as rent due and shall be included in any lien for rent.
The Tenant herein shall not have any authority to create any liens for labor or
materials on the Landlord's interest in the Leased Premises and all persons
contracting with the Tenant for the destruction or removal of any facilities or
other improvements or for the erection, installation, alteration, or repair of
any facilities or other improvements on or about the Leased Premises, and all
material men, contractors. subcontractors, mechanics, and laborers are hereby
charged with notice that they must look only to the Tenant and to the Tenant's
interests in the Leased Premises to secure the payment of any xxxx for work done
or material furnished at the request or instruction of Tenant.
PARKING 17. Tenant is hereby granted the nonexclusive privilege to use Fifteen
(15) Parking! spaces, unassigned parking spaces in the parking lot for use by
itself and its agents. Tenant shall abide by all rules and regulations as
concerns the use of the aforementioned parking area as may now exist or as may
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hereinafter be promulgated by the Landlord, and a violation of this clause and
or the rules referred to above shall constitute, upon reasonable notice to
Tenant, at the option of Landlord, a default by the Tenant in the terms,
conditions and covenants of this Lease or Landlord shall have the right to
revoke Tenant's parking privileges provided by this paragraph and such
revocation shall not affect any other rights, duties or obligations as provided
for in this Lease. These parking spaces will be charged to the Tenant on a
monthly basis according to the monthly rate in effect from time-to-time and are
in addition to Base Rent or any other charges required to be made pursuant to
the provisions of this Lease. The Landlord for the exclusive use of Tenant or
other tenants subject to change by Landlord may designate parking spaces. Tenant
agrees that any parking cards, stickers or related materials supplied by
Landlord to Tenant shall remain the property of Landlord and, upon termination
of this Lease or revocation of Tenant's Parking privileges, whichever shall
first occur. Tenant shall promptly return such cards, stickers and related
materials to Landlord.
ESTOPPEL STATEMENT 18. Tenant agrees that from time to time, upon not less then
ten (10) days prior request by Landlord, Tenant will deliver to Landlord a
statement in writing certifying (a) that this Lease is unmodified and in full
force and effect (or, if there have been modifications, that the Lease as
modified is in full force and effect and stating the modifications); (b) the
dates to which the rent and other charges have been paid; and (c) that Landlord
is not in default under any provisions of this Lease, or, if in default, the
nature thereof in detail.
SUBORDINATION 19. If the Building and/or Leased Premises are at any time subject
to a mortgage and/or deed of trust. and Tenant has received written notice from
Mortgagee of same, then in any instance in which Tenant gives notice to Landlord
alleging default by Landlord hereunder, Tenant will also simultaneously give a
copy of such notice to each Landlord's Mortgagee and each Landlord's Mortgagee
shall have the right (but not the obligation) to cure or remedy such default
during the period that is permitted to Landlord hereunder, plus an additional
period of thirty (30) days, and Tenant will accept such curative or remedial
action (if any) taken by Landlord's Mortgagee with the same effect as if such
action had been taken by Landlord. This Lease shall at Landlord's option, which
option may be exercised at any time during the Lease Term, be subject and
subordinate to any first mortgage now or hereafter encumbering the Building.
This provision shall be self-operative without the execution of any further
instruments.
Notwithstanding the foregoing, however, Tenant hereby agrees to execute any
instrument(s) which Landlord may deem desirable to evidence the subordination of
this Lease to any and all such mortgages.
ATTORNMENT 20. If the interest of Landlord under this Lease shall be transferred
voluntarily or by reason of foreclosure or other proceedings for enforcement of
any first mortgage on the Leased Premises. Tenant shall be bound to such
transferee (herein sometimes called the "Purchaser") for the balance of the Term
hereof remaining, and any extensions or renewals thereof which may be effective
in accordance with the terms and provisions hereof with the same force and
effect as if the Purchaser were the Landlord under this Lease, and Tenant does
hereby agree to attorn to the Purchaser, including the Mortgagee under any such
mortgage if it be the Purchaser, as its Landlord, said atonement to be effective
and self-operative without the execution of any further instruments upon the
Purchaser succeeding to the interest of the Landlord under this Lease. The
respective rights and obligations of Tenant and the Purchaser upon such
atonement, to the extent of the remaining balance of the Term of this Lease and
any such extensions and renewals, shall be and are the same as those set forth
herein. In the event of such transfer of Landlord's interest. Landlord shall be
released and relieved from all liability and responsibility thereafter accruing
to Tenant under Lease or otherwise and Landlord's successor by acceptance of
rent from Tenant hereunder shall become liable and responsible to Tenant in
respect to all obligations of the Landlord under this Lease.
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ASSIGNMENT 21. Without the written consent of Landlord first obtained in each
case, which shall not be unreasonably withheld. Tenant shall not assign,
transfer, mortgage, pledge, or otherwise encumber or dispose of this Lease or
underlet the Leased Premises or any part thereof or permit the Leased premises
to be occupied by other persons. In the case of a subletting, Landlord's consent
may be predicated, among other things, upon Landlord becoming entitled to
collect and retain all rentals payable under the sublease. If this Lease be
assigned, or if the Leased Premises or any part thereof be underlet or occupied
by anybody other than Tenant, the Landlord may, after default by the Tenant,
collect or accept rent from the assignee, under tenant, or occupant and apply
the net amount collected or accepted to the rent herein reserved, but no such
collection or acceptance shall be deemed a waiver of this covenant or the
acceptance of the assignee, under tenant, or occupant as Tenant, nor shall it be
construed as or implied to be a release of the Tenant from the further
observance and performance by the Tenant of the terms, provisions, covenants and
conditions herein contained.
In lieu of consenting or not consenting, Landlord may, at its option, (i) in the
case of the proposed assignment or subletting of Tenant's entire leasehold
interest, terminate this Lease in its entirety, or (ii) in the case of the
proposed assignment or subletting of a portion of the Premises, terminate this
Lease as to that portion of the Premises which Tenant has proposed to assign or
sublet. In the event Landlord elects to terminate this Lease pursuant to clause
(ii) of this paragraph. Tenant's obligations as to base Rental and Additional
Rent shall be reduced in the same proportion that the Net Rent able Area of the
portion of the Premises taken by the proposed assignee or subtenant bears to the
total Net Rent able Area of the Premises.
SUCCESSORS AND ASSIGNS 22. All terms, provisions, covenants and conditions to be
observed and performed by Tenant shall be applicable to and binding upon
Tenant's respective heirs, administrators, executors, successors and assigns,
subject, however, to the restrictions as to assignment or subletting by Tenant
as provided herein. All expressed covenants of this Lease shall be deemed to be
covenants running with the land.
HOLD HARMLESS OF LANDLORD 23. In consideration of said Premises being leased to
Tenant for the above rental, Tenant agrees: that Tenant, at all times, will
indemnify and keep Landlord handless from all losses, damages, liabilities and
expenses, which may arise or be claimed against Landlord and be in favor of any
persons, firms or corporations, consequent upon or arising from the use or
occupancy of said Premises by Tenant, or consequent upon or arising from any
acts, omissions, neglect or fault of Tenant, his agents, servants, employees,
licensees, visitors, customers, patrons or invitee, or consequent upon or
arising from Tenant's failure to comply with any laws, statutes, ordinances,
codes or regulations as herein provided; that Landlord shall not be liable to
Tenant for any damages, losses or injuries to the persons or property of Tenant
which may be caused by the acts, neglect, omissions or faults of any persons,
fines or corporations, except when such injury, loss or damage results from
negligence of Landlord, his agents or employees, and that Tenant will indemnify
and keep harmless Landlord from all damages, liabilities, losses, injuries, or
expenses which may arise or be claimed against Landlord and be in favor of any
person, fin11s or corporations, from any injuries or damages to the person or
property of any persons, fines or corporations, where said injuries or damages
arose about or upon said Premises, as a result of the negligence of Tenant, his
agents, employees, servants, licensees, visitors, customers, patrons, and
invitee. All personal property placed or moved into the Leased Premises or
Building shall be at the risk of Tenant or the owner thereof, and Landlord shall
not be liable to Tenant for any damage to said personal property. Tenant shall
maintain at all times during the Term of this Lease an insurance policy or
policies in an amount sufficient in Landlord's opinion, to indemnify Landlord or
pay Landlord's damages, if any, resulting from any matters set forth
hereinbefore in this paragraph 23. In case Landlord shall be made a party to any
litigation commenced against Tenant, then Tenant shall protect and hold Landlord
harmless and shall pay all costs, expenses and reasonable attorneys' fees
incurred or paid by Landlord in connection with such litigation and any appeal
thereof.
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AN ATTORNEYS' FEES 24. If either party defaults in the performance of any of the
terms, provisions, covenants and conditions of this Lease and by reason thereof
the other party employs the services of an attorney to enforce performance of
the covenants, or to perform any service based upon defaults, then in any of
said events the prevailing party shall be entitled to reasonable attorneys' fees
and all expenses and costs incurred by the prevailing party pertaining thereto
(including costs and fees relating to any appeal) and in enforcement of any
remedy.
DAMAGE OR DESTRUCTION 25. In the event the Leased Premises shall be destroyed or
so damaged or injured by fire or other casualty, during the Term of this Lease,
whereby the same shall be rendered untreatable, the Landlord shall have the
right, but not the obligation, to render such Leased Premises tenantable by
repairs within 180 days there from. Landlord agrees that, within 60 days
following damage or destruction, it shall notify Tenant with respect to whether
or not Landlord intends to restore the premises. If said Premises are not
rendered tenantable within the aforesaid 180 days it shall be optional with
either party hereto to cancel this Lease, and in the event of such cancellation
the rent shall be paid only to the date of such fire and casualty. The
cancellation herein mentioned shall be evidenced in writing. During any time
that the Leased Premises are untreatable due to causes set forth in this
paragraph, the rent or a just and fair proportion thereof shall be abated.
Notwithstanding the foregoing, should damage, destruction or injury occur by
reason of Tenant's negligence. Landlord shall have the right, but not the
obligation, to render the Leased Premises tenantable within 360 days of the date
of damage. destruction or injury and no abatement of rent shall occur.
Notwithstanding the foregoing. should damage or destruction occur during the
last twelve months of the Lease Term either Landlord or Tenant shall have the
option to terminated this Lease. effective on the date of damage or destruction,
provided notice to terminate is given within 30 days of the date of such damage
or destruction. Notwithstanding the foregoing, should the damage or destruction
occur by reason of Tenant's negligence, Tenant shall not have such option to
terminate.
EMINENT DOMAIN 26. If there shall be taken during the Term of this Lease any
part of the Leased Premises, Parking Facilities or Building. other than a part
not interfering with maintenance, operation or use of the Leased premises,
Landlord may elect to terminate this Lease or to continue same in effect. If
Landlord elects to continue the Lease. the rental shall be reduced in proportion
to the area of the Leased Premises so taken and Landlord shall repair any damage
to the Leased Premises, parking facilities, or Building resulting from such
taking. If any part of the Leased Premises is taken by condemnation or Eminent
Domain which renders the Premises unsuitable for its intended use. the Tenant
may elect to terminate this Lease, or if any part of the Leased Premises is so
taken which does not render the Premises unsuitable for its intended use, this
Lease shall continue in effect and the rental shall be reduced in proportion to
the area of the Leased Premises so taken and Landlord shall repair any damage to
the Leased Premises resulting from such taking. If all of the Leased Premises is
taken by condemnation or Eminent Domain. this Lease shall terminate on the date
of the taking. All sums awarded (or agreed upon between Landlord and the
condemning authority) for the taking of the interest of Landlord and/or Tenant.
whether as damages or as compensation. and whether for partial or total
condemnation, will be the property of Landlord. If this Lease should be
terminated under any provisions of this paragraph, rental shall be payable up to
the date that possessions is taken by the authority, and Landlord will refund to
Tenant any prepaid unaccrued rent less any sum or amount than owing by Tenant to
Landlord.
ABANDONMENT 27. If, during the term of this Lease, Tenant shall abandon, vacate
or remove from the Leased Premises the major portion of the goods, wares,
equipment or furnishings usually kept on said Leased Premises, or shall cease
doing business in said Leased Premises, or shall suffer the rent to be in
arrears. Landlord may, at its option, cancel this Lease in the manner stated in
paragraph 28 hereof, or Landlord may enter said Leased Premises as the agent of
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Tenant by force or otherwise, without being liable in any way therefore and
relit the Leased Premises with or without any furniture that may be therein, as
the agent of Tenant, at such price and upon such terms and for such duration of
time as Landlord may determine, and receive the rent therefore, applying the
same to the payment of the rent due by these presents, and if the full rental
herein provided shall not be realized by Landlord over above the expenses to
Landlord of such relenting. Tenant shall pay any deficiency.
UPON THE EXPIRATION OR TERMINATION OF THIS LEASE, OR IN THE EVENT THAT LESSEE
ABANDONS THE PREMISES, ANY PERSONAL PROPERTY THAT LESSEE LEA VES A T THE DEMISED
PREMISES SHALL BE DEEMED TO HAVE BEEN ABANDONED AND MA Y BE EITHER RETAINED BY
LESSOR AS THE PROPERTY OF LESSOR OR MAYBE DISPOSED OF AS LESSOR SEES FIT.
INSOLVENCY 28. It is agreed between the parties hereto that: if Tenant shall be
adjudicated a bankrupt or an insolvent or take the benefit of any federal
reorganization or composition proceeding or make a general assignment or take
the benefit of any insolvency law, or if Tenant's leasehold interest under this
Lease shall be sold under any execution or process of law, or if a trustee in
bankruptcy or a receiver be appointed or elected or had for Tenant (whether
under Federal or State laws), or if said Premises shall be abandoned or
deserted; or if Tenant shall fail to perform any of the terms, provisions,
covenants or conditions of this Lease on Tenant's part to be performed; or if
this Lease or the Term thereof be transferred or pass to or devolve under any
persons, firms, officers or corporations other than Tenant by death of the
Tenant, operation of law or otherwise, than and in any such events, at the
option of Landlord, the total remaining unpaid Base Rental for the Term of this
Lease shall become due and payable or this Lease and the Term of this Lease
shall expire and end five (5) days after Landlord has given Tenant written
notice (in the manner hereinafter provided) of such act, condition or default
and Tenant hereby agrees immediately then to pay said Base Rental or quit and
surrender said Leased Premises to Landlord; but this shall not impair or affect
Landlord's right to maintain summary proceedings for the recovery of the
possession of the Leased Premises in all cases provided for by law. If the Term
of this Lease shall be so terminated, Landlord may immediately, or at any time
thereafter, re-enter or repossess the Leased Premises and remove all persons and
property there from without being liable for trespass or damages.
LIEN FOR PAYMENT OR RENT 29. Tenant hereby pledges and assigns to Landlord as
security for the payment of any and all rental or other sums or amounts provided
for herein, all of the furniture, fixtures, goods and chattels of Tenant which
shall or may be brought or put on or into said Leased Premises, and Tenant
agrees that said lien may be enforced by distress, foreclosure or otherwise, at
the election of the Landlord. Tenant hereby expressly waives and renounces for
himself and family any and all homestead and exemption rights he may now have or
hereafter acquire under or by virtue of the constitution and laws of the State
of Florida or of any other state, or of the United States, as against the
payment of said rental or any other obligations or damage that may accrue under
the Terms of this Lease.
XXXXX OF DEFAULT 30. Failure of Landlord to declare any default immediately upon
occurrence thereof, or delay in taking any action in connection therewith, shall
not waive such default, but Landlord shall have the right to declare any such
default at any time and take such action as might be lawful or authorized
hereunder, in law and/or in equity. No waiver by Landlord of a default by Tenant
shall be implied, and no express waiver by Landlord shall affect any default
other than the default specified in such waiver and that only for the time and
extension therein stated. No waiver of any term, provision, condition or
covenant of this Lease by Landlord shall be deemed to imply or constitute, a
further waiver by Landlord of any other term, provision, condition or covenant
of this Lease. In addition to any rights and remedies specifically granted
Landlord herein. Landlord shall be entitled to all rights and remedies available
at law and in equity in the event that Tenant shall fail to perform any of the
terms, provisions, covenants or conditions of this Lease on Tenant's part to be
performed or fails to pay Base Rental, Additional Rental or any other sums due
Landlord hereunder when due. All rights and remedies specifically granted to
Landlord herein by law and in equity shall be cumulative and not mutually
exclusive.
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RIGHT OF ENTRY 31. Landlord. or any of his agents. shall have the right to enter
the Leased Premises during all reasonable hours to examine the same or to make
such repairs. additions or alterations as may be deemed necessary for the
safety. comfort. or preservation thereof. or to said Building. or to exhibit
said Leased Premises at any time within one hundred eighty (180) days before
expiration of this Lease. Said right of entry shall likewise exist for the
purpose of removing placards. signs. fixtures, alterations, or additions which
do not conform to this Lease.
NOTICE 32. Any notice given Landlord as provided for in this Lease shall be sent
to Landlord by registered mail addressed to Landlord at Landlord's Management
Office in the Building. Any notice to be given Tenant under the terms of this
Lease, unless otherwise stated herein, shall be in writing and shall be sent by
certified mail to the office of Tenant in the Building either party, from time
to time, by such notice, may specify another address to which subsequent notice
shall be sent.
LANDLORD CONTROLLED AREAS 33. All automobile parking areas, driveways, entrances
and exits thereto, Common Areas, and other facilities furnished by Landlord,
including all parking areas, truck way or ways, loading areas, pedestrian walk
ways and ramps, landscaped areas, stairways, corridors, and other areas and
improvements provided by Landlord for the general use, in common, of tenants,
their officers, agents, employees, servants, invitees, licensees, visitors,
patrons and customers, shall be at all times subject to the exclusive control
and management of Landlord, and Landlord shall have the right &on time to time
to establish, modify and enforce rules and regulations with respect to all
facilities and areas and improvements; to police same, &on time to time to
change the area, level and location and arrangement of parking areas and other
facilities hereinabove referred to, to restrict parking by and enforce parking
charges (by operation of meters or otherwise} to tenants, their officers,
agents, invitees, employees, servants, licensees, visitors, patrons and
customers; to close all or any portion of said areas or facilities to such
extent as many in the opinion of Landlord's counsel be legally sufficient to
prevent a dedication thereof or the accrual of any rights to any person or the
public therein; to close temporarily all or any portion of the public area,
Common Area or facilities; to discourage non-tenant parking; to charge a fee for
visitor and/or customer parking; and to do and perform such other acts in and to
said areas and improvements as, in the sole judgment of Landlord, the Landlord
shall determine to be advisable with a view to the improvement of the
convenience and use thereof by tenants, their officers, agents, employees,
servants, invitees, visitors, patrons, licensees and customers. Landlord will
operate and maintain the Common Areas and other facilities referred to in such
reasonable manner as Landlord shall determine &on time to time. Without limiting
the scope of such discretion, Landlord shall have the full right and authority
to designate a manager of the parking facilities and/or Common Areas and other
facilities who shall have the full authority to make and enforce rules and
regulations regarding the use of the same or to employ all personnel and to make
and enforce all rules and regulations pertaining to and necessary for the proper
operation and maintenance of the parking areas and/or Common Areas and other
facilities. Reference in this paragraph to parking areas and/or facilities shall
in no way be construed as giving Tenant hereunder any rights and or privileges
in connection with such parking areas and/or privileges are expressly set forth
in paragraph 17 hereof.
CONDITION OF PREMISES ON TERMINATION OF LEASE AND HOLDING OVER 34. Tenant agrees
to surrender to Landlord, at the end of the Term of this Lease and/or upon any
cancellation of this Lease, said Leased Premises in as good condition as said
Leased Premises were at the beginning of the Term of this Lease, ordinary wear
and tear, and damage by fire or other casualty not caused by Tenant's negligence
excepted. Tenant agrees that if Tenant does not surrender said Leased Premises
12
to Landlord at the end of the Term of this Lease than Tenant will pay to
Landlord double the amount of the current rental for each month or portion
thereof that Tenant holds over plus all damages that Landlord may suffer on
account of Tenant's failure to surrender to Landlord possession of said Leased
Premises, and will indemnify and save Landlord harmless from and against all
claims made by any succeeding Tenant of said Leased Premises against Landlord on
account of delay of Landlord in delivering possession of said Leased Premises to
said succeeding Tenant so far as such delay is occasioned by failure of Tenant
to so surrender said Leased Premises in accordance herewith of otherwise.
No receipt of money by Landlord from Tenant after termination of this Lease or
the service of any notice of commencement of any suit or final judgment for
possession shall reinstate, continue or extend the Term of this Lease or affect
any such notice, demand, suit or judgment.
No act or thing done by Landlord or its agents during the Term hereby granted
shall be deemed an acceptance of a surrender of the Leased Premises, and no
agreement to accept a surrender of the Leased Premises shall be valid unless it
be made in writing and subscribed by a duly authorized officer or agent of
Landlord.
OCCUPANCY TAX 35. Tenant shall be responsible for and shall pay before
delinquency all municipal, country or state taxes assesses during the Term of
this Lease against any occupancy interest or personal property of any kind,
owned by or placed in, upon or about the Leased Premises by the Tenant.
SIGNS 36. Landlord shall have the right to install signs on the interior or
exterior of the Building and Leased Premises and/or change the Building's name
or street address. Subject to Landlord approval, the Tenant shall have the right
to install signs in the common area and on the leased premises.
TRIAL BY JURY 37. It is mutually agreed by and between Landlord and Tenant that
the respective parties hereto shall and they hereby do waive trial by jury in
any action, proceeding or counterclaim brought by either of the parties hereto
against the other on any matters arising out of or in any way connected with
this Lease, the relationship of Landlord and Tenant, and Tenant's use or
occupancy of the Premises. Tenant further agrees that it shall not interpose any
counterclaim or counterclaims in a summary proceeding or in any action based
upon non-payment of rent or any other payment required of Tenant hereunder.
CROSS DEFAULT 39. If the term of any lease, other than this Lease, made by
Tenant for any other space in the Building shall be terminated or terminable
after the making of this Lease because of any default by Tenant under such other
lease, such default shall, ipso facto constitute a default hereunder and empower
Landlord at Landlord's sole option, to terminate this Lease as herein provided
in the event of default.
INVALIDITY OF PROVISION 40. If any term, provision, covenant or condition 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 or the
application of such term, provision, covenant or condition to persons or
circumstances other than those as to which it is held invalid or unenforceable
shall not be affected thereby and each term, provision, covenant or condition of
this Lease shall be valid and be enforceable to the fullest extent permitted by
law. This Lease shall be construed in accordance with the laws of the State of
Florida.
13
TIME OF ESSENCE 41. It is understood and agreed between the parties hereto that
time is of the essence of all the terms, provisions, covenants and conditions of
this Lease.
MISCELLANEOUS 42. The tens Landlord and Tenant as herein contained shall include
singular and/or plural, masculine, feminine and/or neuter, heirs, successors,
executors, administrators, personal representatives and/or assigns wherever the
context so requires or admits. The terms, provisions, covenants and conditions
of this Lease are expressed in the total language of this Lease Agreement and
the paragraph headings are solely for the convenience of the reader and are not
intended to be all inclusive. Any formally executed addendum to or modification
of this Lease shall be expressly deemed incorporated by reference herein unless
a contrary intention is clearly stated herein.
EFFECTIVE DATE 43. Submission of this instrument for examination does not
constitute an offer, right of first refusal, reservation of or option for the
Leased Premises or any other space or premises in, on or about the Building.
This instrument becomes effective at a Lease upon execution and delivery by both
Landlord and Tenant.
ENTIRE AGREEMENT44. This Lease contains the entire agreement between the parties
hereto and all previous negotiations leading thereto, and it may be modified
only by an agreement in writing signed by Landlord and Tenant. No surrender of
the Leased Premises, or of the remainder of the terms of this Lease, shall be
valid unless accepted by Landlord in writing. Tenant acknowledges and agrees
that Tenant has not relied upon any statement, representation, prior written or
contemporaneous oral promises, agreements or warranties except such as are
expressed herein.
BROKERAGE 45. Tenant represents and warrants that it has dealt with no broker,
agent or other person in connection with this transaction and that no broker,
agent or other person brought about this transaction, other than Lucky Realty,
Inc.(pound): (if the foregoing blank has not been completed, the word "None"
shall be deemed to have been typed therein) and Tenant agrees to indemnify and
hold Landlord harmless from and against any claims by any other broker, agent or
other person claiming a commission or other form of compensation by virtue of
having dealt with Tenant with regard to this leasing transaction. The provisions
of this paragraph shall survive the termination of this Lease.
FORCE MAJEURE 46. Neither Landlord nor Tenant shall be required to perform any
term, condition, or covenant in this Lease so long as such performance is
delayed or prevented by force majored, which shall mean acts of God, labor
disputes (whether lawful or not), material or labor shortages, restrictions by
any governmental authority, civil riots, floods, hurricanes, and any other cause
not reasonably within the control of Landlord or Tenant and which by the
exercise of due diligence Landlord or Tenant is unable, wholly or in part, to
prevent or overcome. Lack of money shall not be deemed force majored.
SECURITY 47. Landlord and Tenant hereby agree that Landlord does not assume and
has no duty to provide security in and about the Leased Premises, the Building,
common and recreation areas and parking areas for protection of Tenant, its
employees, agents, visitors, invitees or licensees from foreseeable criminal
acts or criminal activity of any kind or nature whatsoever. Tenant hereby
assumes all responsibility to provide security to protect Tenant, its employees,
agents, visitors, invitees or licensees from and against all such foreseen or
unforeseen criminal acts. Landlord of any duty to provide security shall not
construe any provisions of security services by Landlord as an assumption and
Landlord, if at any time provided, may discontinue such services, at any time at
Landlord's election without liability to Tenant or any third party.
INSURANCE REQUIREMENTS 48. Tenant hereby agrees to indemnify and hold harmless
Landlord, its subsidiaries, directors, officers, agents and employees &on and
14
against any and all damages, loss, liability or expense including but not
limited to, attorney's fees and legal costs suffered by same directly or by
reason of any claim, suit or judgment brought by or in favor of any person or
persons for damage, loss or expense due to, but not limited to, bodily injury,
including death resulting anytime thereof, and property damage sustained by such
person or persons which arises out of, is occasioned by or in any way
attributable to the use or occupancy of the demised premises and adjacent areas
by Tenant or otherwise, the acts or omissions of Tenant, its agents, employees
or any contractors brought onto said premises by Tenant, except that caused by
the sole negligence of Landlord or its employees, agents, customers and
invitees. Such loss or damage shall include, but not limited to any injury or
damage to Landlord's personnel (including death resulting anytime thereof) or
premises. Tenant agrees that the obligations' assumed herein shall survive this
Lease.
Tenant hereby agrees to maintain in full force and effect at all times during
the term of this Lease, at its own expense, for the protection of Tenant and
Landlord, as their interest may appear, policies of insurance issued by a
responsible carrier or carriers acceptable to Landlord which afford the
following coverage's:
(a) Comprehensive General Liability Insurance Not Less than $1,000,000 Combined
Single Limit both bodily injury and property damage.
(b) Fire and Extended Coverage, Vandalism and Malicious Mischief, Sprinkler
Leakage (where applicable) insurance, to cover all of Tenant's stock in trade,
fixtures, furniture, furnishings, removable floor coverings, trade equipment,
signs and all other decorations placed by Tenant in or upon the Leased Premises.
Worker's Compensation as required by Florida Statutes.
Employer's Liability -Not less than $100,000.
Tenant shall deliver to Landlord at least thirty (30) days prior to the time
such insurance is first required to be carried by Tenant, and thereafter at
least thirty (30) days prior to expiration of such policy, Certificates of
Insurance evidencing the above coverage with limits no less than those specified
above. Such Certificates, shall name Landlord, its subsidiaries, directors,
agents and employees as additional insured and shall expressly provide that the
interest of same therein shall not affected by any breach by Tenant of any
policy provision for which such Certificates evidence coverage. Further, all
Certificates shall expressly provide that no less than thirty (30) days prior
written notice shall be given Landlord in the event of material alteration to,
or cancellation of, the coverage's evidenced by such Certificates.
A FAILURE TO PROVIDE SUCH INSURANCE COVERAGE SHALL BE DEEMED A DEFAULT IN THIS
LEASE
If, on account of the failure of Tenant to comply with the foregoing provisions,
Landlord is adjudged a coinsurer by its insurance carrier, 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 a xxxx thereof 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 called for
under this Lease is insufficient. Tenant shall provide at its own expense, such
additional insurance, as Tenant deems adequate.
Landlord shall at all times during the term of this Lease, at its expense,
maintain a policy or policies of insurance, issued by and binding upon some
solvent insurance company, insuring the building against loss or damage by fire,
explosion or other hazards and contingencies for the full insurable value,
provided that Landlord shall not be obligated to insure any furniture,
equipment, machinery, goods or supplies not covered by this Lease which Tenant
may bring or obtain upon Leased Premises, or any additional improvements which
Tenant may construct on the premises. Landlord reserves the right to self-insure
such building.
15
Anything in this Lease to the contrary notwithstanding, Landlord and Tenant
hereby waive and release each other of and from any and all rights of recovery,
claim, action or cause of action, against each other, their agents, officers and
employees, for any loss or damage that may occur to the Leased Premises, the
Building, improvements to the Building of which Leased Premises are a part,
personal property (building contents) within the Building, any furniture,
equipment, machinery, goods or supplies not covered by this Lease which Tenant
may bring or obtain upon the Leased Premises or any additional improvements
which Tenant may construct on the Leased Premises, by reason of fire, the
elements or any other cause which could be insured against under the terms of
standard fire and extended coverage insurance policies, regardless of cause or
origin, including negligence of Landlord or Tenant and their agents, officers
and employees.
LIMITATION OF LIABILITY: 49. The term Landlord as used in this Lease shall be
limited to mean and include only the owner or owners at the time in question of
the fee of the Leased Premises and in no event shall such term or any covenant
be construed to impose a personal obligation upon the Property Manager and
Leasing Agent who is an independent contractor authorized by the owner of the
Leased Premises to secure leases and to manage the Leased Premises pursuant to a
written Management Contract.
Nothing herein shall be construed to imply or impose upon either the Property
Manager and Leasing Agent or the owner of the Leased Premises, a general agency
relationship. In the event of any transfer of title to such fee, the Landlord
herein shall be automatically freed and relieved from all personal liability
with respect to performance of any covenant or obligation on the part of
Landlord, provided any security deposits or advance rents held by Landlord are
turned over to the grantee and said grantee expressly assumes, subject to the
limitations of this paragraph, all the tens, covenants and conditions of this
Lease to be performed on the part of
Landlord, it being intended hereby that the covenants and obligations contained
in this Lease on the part of Landlord shall, subject as aforesaid, be binding on
Landlord, its successors and assigns, only during their respective successive
periods of ownership.
Notwithstanding anything to the contrary contained in this Lease, it is agreed
and understood that Tenant shall look solely to the estate and property of the
Landlord in the land and buildings comprising the Building of which the Leased
Premises is a part 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.
FLOOR LOAD LIMITS: 50. 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 and position of all safes, business machines and mechanical
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.
RADON GAS 51. In accordance with the requirements of Florida Statutes Section
404.56(8) the following notice is hereby given: Radon is a naturally occurring
radioactive gas that, when it has accumulated in a building in sufficient
quantities, may present health risks to persons who are exposed to it over time.
Levels of radon that exceed federal and state guidelines have been found in
buildings in Florida. Additional information regarding radon and radon testing
may be obtained from your County Public Health Unit.
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EFFECT OF SUBMISSION: 52. Submission of this instrument for examination and
consideration does not constitute a reservation of or option for the Leased
Premises. The instrument becomes effective as a lease only upon execution and
delivery by both Landlord and Tenant.
ACCEPTANCE 53. The prompt payment of the rent for said premises upon the dates
names, and the faithful observance of the rules and regulations printed upon
this lease, and which are hereby made a part of this covenant, and of such other
and further rules or regulations as may be hereafter made by the LESSOR. are the
conditions upon which the lease is made and accepted and any failure on the part
of the LESSEE to comply with the terms of said lease, or any of said rules and
regulations now in existence, or which the LESSOR may hereafter prescribe. shall
at the option of the LESSOR. work a forfeiture of this contract, and all of the
rights of the LESSEE hereunder.
TENANT'S BREACH AND LANDLORD'S REMEDIES 54.
A. DEFAULT During the term of this Lease, any of the following shall constitute
an Event of Default (i) Tenant shall fail to make the payment of any rent or
other sums due under the terms of this Lease for ten (10) calendar days after
the due date thereof; or (ii) Tenant shall fail in the performance or observance
of any of the other terms, covenants, conditions or agreements of this Lease
other than payment of money for fifteen (15) days after written notice and
demand, or (if such default shall be of such a nature that the same cannot
practicably be cured within said fifteen ( 15) day period) Tenant shall not
within said fifteen ( 15) day period commence the curing and performance of such
default or fail to prosecute and complete with due diligence and the curing and
performance of same; or (iii) Tenant shall make a general assignment for the
benefit of its creditors; commence a voluntary case under the United States
Bankruptcy Code; fail to have dismissed within sixty (60) days of filing, an
involuntary case under the Bankruptcy Code.
B. REMEDIES In the event of an occurrence of an Event of Default, Landlord, at
Landlord's option, may elect to do any one or more of the following: (i)
terminate this Lease or terminate Tenant's right of possession without
terminating the Lease, and re-enter the Premises; and/or (ii) accelerate the
rent that is due for the term of the Lease and all such rent shall be
immediately due and payable; and/or under Florida law. (iii) exercise any and
all remedies available. In case of any such re-entry, termination and/or
dispossession by summary proceedings or otherwise as provided above: part
thereof; (i) Landlord may relent the Premises or any (ii) Tenant also shall pay
to Landlord the amount by which the rent reserved in this Lease and/or
covenanted to be paid exceeds the net amount (after reduction of all costs and
expenses reasonably incurred by Landlord in connection with relenting), if any,
of the rents collected on account of Landlord's re-Letting. Landlords right to
cure Tenants default. If Tenant shall fail or neglect to comply with and perform
any term, covenant, condition or agreement hereunder, then, upon five (5) days'
prior written notice to Tenant (or upon shorter notice, or with no notice at
all, if necessary to meet an emergency situation or a governmental or municipal
time limitation), Landlord, at Landlord's option, may perform such work and take
such other steps as Landlord may deem advisable to comply with and perform any
such term, covenant, condition or agreement which is in default. In such event
Tenant shall reimburse Landlord upon demand for all costs and expenses incurred
by Landlord.
17
IN WITNESS WHEREOF, the parties executed the foregoing hereto, on the date above
first written.
LANDLORD : Lucky Capital Inc.
WITNESSES
By: /s/ Xxxxxx Xxxx By: /s/ Xxxxxxx Xxxxxxxx
----------------------------------------- ---------------------------
Name: Xxxxxxx Xxxxxxxx
----------------
(Print or Type)
Title: Associate
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Name:
--------------------
(Print or Type)
TENANT: Talk Visual Corporation
WITNESSES:
By: Xxxxxx Xxxx By: /s/ Xxxxxxx Xxxxxxx
----------------------------------------- ---------------------------
Name: Xxxxxxx Xxxxxxx
---------------
(Print or Type)
Title: President
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Name:
-------------------
(Print or Type)
RULES AND REGULATIONS
Lucky Capital
Lucky Capital, Inc. (LANDLORD) Talk Visual Corporation (TENANT)
