AGREEMENT OF LEASE
BETWEEN
AIRPORT KEY CORPORATION, a Florida corporation
(Landlord)
**and**
XXXX MICROPRODUCTS-FUTURE TECH, INC.
(Tenant)
The submission of this document for examination does not constitute an option
or offer to lease space at the Property. This document shall have no binding
effect on the parties unless executed by the Landlord and the
Tenant and a fully executed copy is delivered to the Tenant.
LEASE SUMMARY
The following is a summary of the basic lease provisions contained in
the lease. It is an integral part of the lease and shall define the terms unless
expanded or modified in the text of the lease and its exhibits which are
attached hereto and a part of this summary.
1. Date of Lease Execution: June 16, 2000.
2. "Landlord": Airport Key Corporation, a Florida Corporation.
3. Landlord's Address: 0000 XX 00xx Xxxxxx, Xxxxx 000
Xxxxx, XX 00000
4. "Tenant": Xxxx Microproducts-Future Tech, Inc.
5. Tenant's Address: 0000 XX 00xx Xxxxxx
Xxxxx, XX 00000
6. Premises: (section 1.) Approximately 64,086 square feet of permanent
space as shown in Exhibit A, including a
maximum of 15,000 square feet of air
conditioned office space plus approximately
4,000-5,000 square feet of air conditioned
work room area.
7. Tenant's Proportionate
Share: 10.83%
8. Permitted Use (section 3): Wholesale and distribution of computers,
parts and accessories.
9. Term of Lease (section 1): Five (5) years.
10. Option (Rider 1): Two (2) @ Five (5) Years each. At the beginning
of each renewal term, Landlord shall recover
the office area floors with Landlord's standard
grade floor coverings and repaint the office
area walls with building standard paint. See
Rider Number One to Lease.
11. Base Rent: Year 1: $8.12 per square foot per year plus
applicable sales tax.
Year 2: $8.33 per square foot per year plus
applicable sales tax.
Year 3: $7.68 per square foot per year plus
applicable sales tax.
Year 4: $7.91 per square foot per year plus
applicable sales tax.
Year 5: $8.15 per square foot per year plus
applicable sales tax.
12. Rental Escalation's: As per item #11.
13. Security Deposit: $82,777.75
14. Base Year: 2000. The increase in Operating expenses,
excluding taxes, assessments, insurance,
utilities and contracts which are based on
increases in CPI or other increases beyond
Landlord's control, shall be capped at
cumulative increases of Five percent (5%) per
year over the base year.
15. Broker: Coral Reef Development Corp. represents the
Landlord. Codina Realty Services, Inc.
represents the Tenant.
16. Refurbishment Allowance: Landlord shall provide a refurbishment allowance
to Tenant in the amount of $75,000.00 dollars
to be applied as rental abatement over the
first six (6) months of the Lease.
TABLE OF CONTENTS
1 Premises and term
2 Rent
3 Use
4 Taxes
5 Landlord's Repairs and Obligations
6 Tenant's Repairs and Obligations
7 Alterations and Improvements
8 Signs
9 Inspection and Right of Entry
10 Utilities
11 Unusual Equipment
12 Assignment and Subletting
13 Fire and Casualty Damage: Insurance
14 No Liability
15 Condemnation
16 Holding Over
17 Quiet Possession and other Covenants
18 Events of Default
19 Remedies
20 Landlord's Lien
21 Subordination and Attornment
22 Mechanic's Liens and Other Taxes
23 Tenant Relocation
24 Payments and Notices
25 Hazardous Waste
26 Parking
27 Miscellaneous
28 Compliance with directives of authorities
29 Additional Construction: Additions to entire property
30 Additional Provisions
31 Rules and Regulations
32 Rider Number One to Lease
33 Exhibit "A"
LEASE AGREEMENT
THIS LEASE AGREEMENT is made and entered into by and between AIRPORT
KEY CORPORATION, a Florida corporation qualified to do business in the State of
Florida, hereinafter referred to as "Landlord" and Xxxx Microproducts-Future
Tech, Inc., a California corporation, hereinafter referred to as "Tenant";
WITNESSETH
1. PREMISES AND TERM:
In consideration of the obligation of Tenant to pay rent as herein
provided, and in consideration of the other terms, provisions and covenants
hereof, Landlord demises and leases to Tenant, and Tenant hereby accepts and
leases from Landlord, approximately 64,086 rentable square feet more
particularly described on Exhibit "A", attached hereto and incorporated herein
by reference (hereinafter referred to as the "Premises"), located in Building D
(hereinafter referred to as the "Building") of Landlord's project known as Miami
Airport Center (hereinafter referred to as the ("Project"), the Project together
with the nonexclusive right to use all common areas of the Project, to have and
to hold the same for a term commencing on the "Commencement Date," as
hereinafter defined, and ending on the "Expiration Date," as hereinafter
defined.
A. In the event this Lease involves a building (or building interior
finish) which has already been completed, the provisions of this Subparagraph A.
shall apply. The "Commencement Date" shall be July 1st, 2000, and the
"Expiration Date" shall be the June 30th, 2005. Tenant acknowledges that it has
inspected and accepts the Premises, and specifically the Buildings and
improvements comprising the same in their present condition, as suitable for the
purposes for which the premises are leased.
2. RENT:
A. Payment. The Tenant shall pay to Landlord all sums due hereunder
from time to time from the Commencement Date without prior demand, together with
all applicable Florida sales tax thereon; however, unless otherwise provided in
this Lease, payments other than Tenant's regular monthly payments of Base Rent
and Operating Costs shall be payable by Tenant to Landlord within Five (5) days
following demand. All rent or other charges that are required to be paid by
Tenant to Landlord shall be payable at Landlord's address indicated on the Lease
Summary Base Rent and Additional Rent for any "Lease Year" consisting of less
than twelve (12) months shall be prorated on a per diem basis, based upon a
period of 365 days. "Lease Year" means the twelve (12) full calendar months
commencing on the Commencement Date. However, the final Lease Year may contain
less than twelve (12) months due to expiration or sooner termination of the
Term. The Tenant agrees that its covenant to pay rent and all other sums under
this Lease is an independent covenant and that all such amounts are payable
without counterclaim, set-off, deduction, abatement, or reduction whatsoever,
except as expressly provided for in this Lease.
B. Base Rent. Subject to any escalation which may be provided for in
this Lease, the Tenant shall pay Base Rent in the initial amount specified in
the Lease Summary, which, except for the first installment, shall be payable
throughout the Term in equal monthly installments in advance on the first day of
each calendar month of each year of the Term, such monthly installments to be in
the amounts (subject to escalation) specified in the Lease Summary. The first
monthly installment of Base Rent shall be due on the date of this Lease. The
Base Rent described above shall be adjusted at the beginning of the second and
each succeeding Lease Year during the Term of this Lease as provided in the
Lease Summary.
C. Operating Costs. The Tenant shall pay to the landlord the Tenant's
proportionate share of the amount by which the annual Operating Costs, as
hereinafter defined, for each calendar year exceed the Operating Costs incurred
during the Base Year specified in the Lease Summary but not to exceed five
percent (5%) per calendar year cumulative over the Base Year, excluding taxes,
assessments, insurance, utilities and contracts which are based on increases in
CPI or other increases beyond Landlord's control. Such excess is referred to for
purposes of this Lease as the "Increased Operating Costs." Tenant's obligation
to pay its proportionate share of Increased Operating Costs shall commence as of
the beginning of the first full calendar year following the Base Year. The
amount of Increased Operating Costs payable to the Landlord may be estimated by
the Landlord for such period as the Landlord determines from time to time (not
to exceed twelve (12) months), and the Tenant agrees to pay to the Landlord the
amounts so estimated in equal installments, in advance, on the first day of each
month during such period. Notwithstanding the foregoing, when xxxx for all or
any portion of Increased Operating Costs so estimated are actually received by
Landlord, the Landlord may xxxx the Tenant for the Tenant's proportionate share
thereof, less any amount previously paid by Tenant to landlord on account of
such item(s) by way of estimated Increased Operating Costs payments.
Landlord, at their sole discretion, may engage a security company to
patrol the property during off hours and restrict access to the property during
this time. The cost of such security shall be passed through as additional rent
to all tenants and paid based on Tenant's pro-rata share of space. In the event
Tenant hires their own security company or employees, then Tenant shall have the
option of not participating in the property's pro-rata share of security costs
except the cost of maintaining an access gate to the park.
Within a reasonable period of time after the end of the period for
which estimated payments have been made, the Landlord shall submit to the Tenant
a statement from the Landlord setting forth the actual amounts payable by the
Tenant based on actual costs. If the amount the Tenant has paid based on
estimates is less than the amount due based on actual costs, the Tenant shall
pay such deficiency within five (5) days after submission of such statement. If
the amount paid by the Tenant is greater than the amount actually due, the
excess may be retained by the Landlord to be credited and applied by the
Landlord to the next due installments of the Tenant's proportionate share of
Increased Operating Costs, or as to the final Lease Year, provided Tenant is not
in default, Landlord will refund such excess to Tenant. The Tenant's
proportionate share of actual Increased Operating Costs for the final estimate
period of the Term of this Lease shall be due and payable even though it may not
be finally calculated until after the expiration of the Term. Accordingly,
Landlord shall have the right to continue to hold Tenant's security deposit
following expiration of the Term until Tenant's share of actual Increased
Operating Costs has been paid.
For purposes of this Lease, Tenant's proportionate share shall be a
fraction, the numerator of which is the gross rentable area of the Premises, and
the denominator of which is the gross rentable area of the project (which will
be 601,000 square feet). Tenant's proportionate share is as set forth in the
Lease Summary. The term "Operating Costs" shall mean any amounts paid or payable
whether by the Landlord or by others on behalf of the Landlord, arising out of
Landlord's maintenance, operation, repair, replacement (if such replacement
increases operating efficiency) and administration of the Building and Common
Areas, including, without limitation: (i) the cost of all real estate, personal
property and other ad valorem taxes, and any other levies, charges, local
improvement rates, and assessments whatsoever assessed or charged against the
Building and Common Areas, the equipment and improvements therein contained, and
including any amounts assessed or charged in substitution for or in lieu of any
such taxes, excluding only income or capital gains taxes imposed upon the
Landlord, and including all costs associated with the appeal of any assessment
on taxes; (ii) the cost of insurance which the Landlord is obligated or
permitted to obtain under this Lease and any deductible amount applicable to any
claim made by the Landlord under such insurance; (iii) the cost of security,
(iv) the cost of landscaping, and (v) a reasonable and customary management fee
for comparable properties in Miami-Dade County.
D. Payment of Personal Property Taxes. Tenant shall pay, when due, all
taxes attributable to the personal property, trade fixtures, business,
occupancy, or sales of Tenant or any other occupant of the Premises and to the
use of the Building by Tenant or such other occupant.
E. Rent Past Due. If any payment due from Tenant shall be overdue, a
late charge of five (5%) percent of the delinquent sum may be charged by the
Landlord. If any payment due from Tenant shall remain overdue for more than
fifteen (15) days, an additional late charge in an amount equal to the lesser of
the highest rate permitted by law or one and one-half (1 1/2%) percent per month
(eighteen (18%) per annum) of the delinquent amount may be charged by Landlord,
such charge to be computed for the entire period for which the amount is overdue
and which shall be in addition to and not in lieu of the five (5%) percent late
charge or any other remedy available to Landlord.
F. Security Deposit. The Landlord acknowledges receipt of a security
deposit in the amount specified on the Lease Summary to be held by the Landlord,
without any liability for interest thereon, as security for the performance by
the Tenant of all its obligations under this Lease. Landlord shall be entitled
to commingle the security deposit with Landlord's other funds. If Tenant
defaults in any of its obligations under this Lease, the Landlord may at its
option, but without prejudice to any other rights which the Landlord may have,
apply all or part of the security deposit to compensate the Landlord for any
loss, damage, or expense sustained by the Landlord as a result of such default.
If all or any part of the security deposit is so applied, the Tenant shall
restore the security deposit to its original amount on demand of the Landlord.
Subject to he provisions of section C, within thirty (30) days following
termination of this Lease, if the Tenant is not then in default, the security
deposit will be returned by the Landlord to the Tenant.
3. USE:
The Premises shall be used only for the purpose of general office,
bonded warehousing (if allowed by the appropriate governmental authorities)
light manufacturing, receiving, storing, shipping and selling (other than
retail) products, materials and merchandise made and/or distributed by Tenant,
as defined by current Dade County zoning ordinances, and for such other lawful
purposes as may be incidental thereto. Outside storage, including, without
limitation, trucks and other vehicles, is prohibited without Landlord's prior
written consent. Landlord agrees that Tenant may park or store trucks at its own
truck loading areas. Tenant shall, at its own cost and expense, obtain any and
all licenses and permits necessary for any such use. Tenant shall comply with
all governmental laws, ordinances and regulations applicable to the use of the
Premises, whether of federal, state or local origin, and shall promptly comply
with all governmental orders and directives for the correction, prevention, and
abatement of nuisances in or upon or connected with the Premises, all at
Tenant's sole expense. Tenant shall not permit any objectionable or unpleasant
odors, smoke, dust, gas, noise or vibrations to emanate from the Premises, nor
take any other action which would constitute a nuisance or would disturb or
endanger any other tenants of the Building or nearby buildings in which their
premises are situated, or unreasonably interfere with their use of their
respective premises. Without Landlord's prior written consent, Tenant shall not
receive, store or otherwise handle any product, material or merchandise which is
explosive, highly flammable or environmentally dangerous, hazardous or
sensitive. Tenant will not permit the Premises to be used for any purpose or in
any manner (including, without limitation, any method of storage) which would
render the insurance therein void or the insurance risk more hazardous or cause
the State Board of Insurance or insurance authority to disallow any sprinkler
credits. If any increase in the fire and extended coverage insurance premiums
paid by Landlord or other tenant(s) is caused by Tenant's use or Tenant's
vacation of the Premises, then Tenant shall pay as additional rental, the amount
of such increase to Landlord. Tenant agrees that the point pressure resulting
from Tenant racking system, inventory, forklifts and equipment pertaining to
Tenant's use of the Premises shall not exceed allowable design floor loading for
floor slabs on grade. Tenant shall hold harmless Landlord from any loss,
liability and expenses, both real and alleged, arising out of such damage or
repair caused by Tenant's negligence or failure to comply with this Paragraph.
4. TAXES:
Landlord agrees to pay, before they become delinquent, all taxes,
assessments and governmental charges of any kind and nature whatsoever, whether
seen or unforeseen, fixed or contingent, lawfully levied or assessed against the
Project and the grounds, parking areas, driveways and alleys.
5. LANDLORD'S REPAIRS AND OBLIGATIONS:
Landlord shall, at its expense, maintain only the roof foundation and
structural soundness of the exterior walls of the Building in good repair,
reasonable wear and tear excepted. Landlord shall also be responsible for
repairs and maintenance to the common areas of the Project and other items
included in Operating Expenses. Tenant shall repair and pay for any damage
caused by the negligence of Tenant or Tenant's employees, agents or invitees, or
caused by Tenant's default hereunder. The term "walls" as used herein shall not
include windows, glass or plate glass, doors, storefronts or office entries.
Tenant shall immediately give Landlord written notice of defects or need for
repairs, after Landlord shall have reasonable opportunity to repair same or cure
such defect. Landlord's liability with respect to any defects, repairs or
maintenance for which Landlord is responsible under any of the provisions of
this Lease shall be limited to the cost of such repairs or maintenance or the
curing of such defect. Landlord shall transfer all contractor's warranties to
Tenant for all new improvements upon the demised premises.
6. TENANT'S REPAIRS AND OBLIGATIONS:
A. Tenant shall, at its own cost and expense, keep and maintain the
whole of the Premises in a clean and sanitary condition and all parts of the
Premises (except those for which Landlord is expressly responsible under the
terms of Paragraph 5.) in good condition, promptly making all necessary repairs,
repainting and replacements, including, but not limited to, windows, glass and
plate glass, doors, any office entries, interior walls and finish work, floors
and floor covering, heating and air conditioning systems, dock boards, truck
doors, dock bumpers, plumbing work and fixtures, termite and pest extermination,
regular removal of trash and debris, interior sewage line plumbing, interior
lighting and individual dumpster removal.
B. The cost of maintenance and the cost of repairs of any common party
walls (any wall, divider, partition or any other structure separating the
Premises from any adjacent Premises) shall be shared equally by Tenant and the
tenant or tenants occupying adjacent premises. Tenant shall not damage any
demising wall or disturb the integrity and support provided by any demising
wall, and shall, at its sole cost and expense, promptly repair any damage or
injury to any demising wall caused by Tenant or its employees, agents or
invitees. If any such repairs required access to the premises adjacent to the
Tenant's premises, Landlord shall secure such access for the Tenant.
C. Tenant shall, at is own cost and expense, enter into a regularly
scheduled preventive maintenance/service contract with a maintenance contractor
for servicing all hot water, heating and air conditioning systems and equipment
within the premises. The maintenance contractor and contract must be approved in
advance by Landlord.
7. ALTERATIONS AND IMPROVEMENTS, ETC.:
Tenant shall not cut, drill into, disfigure, deface or injure any part
of the Premises; nor obstruct or permit any obstruction, alteration addition,
improvement, decoration or installation in the Premises except as otherwise
provided for herein including the construction of a bonded warehouse room
pursuant to requirements imposed by law on such rooms. Landlord agrees to permit
Tenant to install an awning for no more than six (6) cars which design, color
and location is to be approved by Landlord. Tenant shall be permitted to paint,
decorate, add customary window treatment, floor covering, interior none
structural wall or ceiling treatment without obtaining the Landlord's permission
provided that there is no permanent damage to the Premises as leased and such
improvement does not require a building permit. Notwithstanding anything
contained in this Lease to the contrary, or seemingly to the contrary, Tenant
shall not commence any alterations or improvements within the Premises or
elsewhere in the Property, without first submitting to Landlord a full set of
plans and specifications for any such proposed improvements or alterations, and
obtaining approval of said plans and specifications from Landlord. Landlord's
approval or disapproval of any plans and specifications submitted shall not in
any way act as a representation or warranty by Landlord that the plans and
specifications comply or fail to comply with proper construction requirements or
applicable building codes. So long as the alterations or improvements do not
affect the structural integrity of the building, Landlord agrees to be
reasonable in the approval process. All construction by Tenant hereunder shall
be performed in strict compliance with all applicable building codes,
governmental rules or regulations with respect thereto, and Tenant shall obtain
all necessary approvals and permits for such improvements or alterations, prior
to commencement of any work. Prior to commencement of any construction
hereunder, Tenant shall obtain and supply evidence of Builder's Risk Insurance
in the type and amount commercially reasonably required by Landlord, and each
contractor or subcontractor performing work in the Premises shall first supply
Landlord with proof of xxxxxxx'x compensation and liability insurance coverage,
in type and amount commercially reasonably acceptable to Landlord, before
commencing any work in the Premises. In this regard, Landlord may withhold its
consent for any such improvements or alterations, in its sole and absolute
discretion. All alterations, additions, improvements, decorations or
installations, including but not limited to, partitions, railing,
air-conditioning ducts or equipment (except, provided Tenant is not then in
default, movable furniture and fixtures put in at the expense of Tenant and
removable without defacing or injuring the Building or the Premises), shall
become the property of Landlord at the termination of the term constructed in
accordance with applicable building codes and ordinances. Landlord, however,
reserves the option to require Tenant, upon demand in writing, to remove all
fixtures and additions, improvements, decorations or installations (including
those not removable without defacing or injuring the Premises) and to restore
the Premises to the same condition as when originally leased to Tenant,
reasonable wear and tear excepted; provided, however, Landlord shall not have
the right to require Tenant to remove any fixtures, additions, improvements,
decorations and/or installations which are initially installed by and for Tenant
in order to prepare the Premises for occupancy by Tenant in a manner which has
been approved by Landlord. Tenant agrees to restore the Premises immediately
upon the receipt of the said demand in writing at his own cost and expense and
agrees in case of his failure to do so, that Landlord may do so and collect the
cost thereof from Tenant as hereinafter provided. Landlord and Tenant agree that
any special electrical or electronic system installation requirements shall be
the Tenant's responsibility.
8. SIGNS:
Tenant agrees to conform to Landlord's signage program for the Project;
however, all costs and expenses for the sign, sign installation, maintenance,
removal and repair shall be paid by Tenant. Tenant shall have the right to
install standard signs upon the Premises where first approved in writing by
Landlord, and subject to any applicable governmental laws, ordinances,
regulations and other requirements. Tenant shall remove all signs prior to the
termination of this Lease. Such installations and removals shall be made in such
a manner as to avoid injury or defacement of the Building and other
improvements, and Tenant shall repair any injury or defacement, including,
without limitation, discoloration caused by installation and/or removal.
9. INSPECTION AND RIGHT OF ENTRY:
Landlord and Landlord's agents and representatives shall have the right
to enter the Premises at any time in the event of any emergency and to enter and
inspect the Premises at any reasonable time during business hours, for the
purpose of ascertaining the condition of the Premises in order to make such
repairs as may be required or permitted to be made by Landlord under the terms
of this Lease. During the period that is six (6) months prior to the end of the
term hereof, Landlord and Landlord's agents and representative shall have the
right to enter the Premises at any reasonable time during business hours for the
purpose of showing the Premises, and shall have the right to erect on the
Premises a suitable sign indicating the Premises are available. Tenant shall
provide written notice to Landlord for a joint inspection of the Premises prior
to vacating. In the event of Tenant's failure to give such notice or to arrange
such joint inspection, Landlord's inspection at or after Tenant's vacating the
Premises shall be conclusively deemed correct for purposes of determining
Tenant's responsibility for repairs and restoration.
10. UTILITIES:
Landlord agrees to provide, at its cost, service connections into the
Premises for water, electricity and gas (when applicable) and telephone; but
Tenant shall pay for, directly to the provider, all charges for electricity
water, gas, heat, light, power, telephone, sprinkler charges, and other
utilities and services used on or from the Premises, together with any taxes,
penalties, surcharges or the like pertaining thereto and any maintenance charges
for utilities, and shall furnish all electric light bulbs and tubes. Landlord
shall in no event be liable for any interruption or failure of utility services
on the Premises.
11. UNUSUAL EQUIPMENT:
The Tenant will not install or maintain any electrically operated
equipment or other machinery, except for similar type equipment normally used by
occupants of similar type space, without first obtaining the consent in writing
of the Landlord. Tenant, prior to its occupancy, shall submit a list of its
electrical equipment, and electrical consumption to Landlord for its approval,
which shall not be unreasonably withheld.
12. ASSIGNMENT AND SUBLETTING:
A. Tenant shall not, whether voluntarily, involuntarily, or by
operation of law, or otherwise: (i) assign, sublease or otherwise transfer this
Lease or term and estate hereby granted, or offer to advertise to do so; or (ii)
mortgage, encumber, or otherwise hypothecate this Lease or the Premises or any
part thereof in any manner whatsoever, without in each instance obtaining the
prior written consent of Landlord, which consent shall not be unreasonably
withheld. Notwithstanding and in addition to the foregoing, Landlord shall have
no obligation to allow assignment in any event unless and until any prospective
assignee has provided such financial information to Landlord, as necessary to
allow Landlord to determine that such prospective assignee is at least as credit
worthy as Tenant was at the execution of this Lease.
B. The provisions of Section 12.A. (i) shall apply to a transfer
exceeding 50% of the stock of Tenant as if such transfer were an assignment of
this Lease; but said provisions shall not apply to a corporation whose stock is
registered with the Securities and Exchange Commission and publicly traded, or
to transactions with a corporation into or with which Tenant is merged or
consolidated or to which substantially all of Tenant's assets are transferred,
or to any corporation which controls or which is controlled by Tenant, or is
under common control of Tenant, provided in any of such events the successor to
Tenant has a net worth computed in accordance with generally accepted accounting
principles at least equal to the net worth of Tenant as of the date of this
Lease and proof satisfactory to Landlord of such net worth shall have been
delivered to Landlord at least ten (10) days prior to the effective date of such
transaction.
C. [delete]
D. Any assignment agreed to by Landlord shall be evidenced by a valid
executed assignment and assumption of lease. Any attempted transfer, assignment,
subletting, mortgaging or encumbering of this Lease in violation of this Section
shall be void and confer no rights upon any third person. Such attempt shall
constitute a material breach of this Lease and entitle Landlord to the remedies
provided for default.
E. If, without such prior written consent, this Lease is transferred or
assigned by Tenant, or whether as a result of any act or omission by Tenant, or
by operation of law or otherwise, Landlord, whether before or after the
occurrence of an event of default, may, in addition to, and not in diminution of
or substitution for, any other rights and remedies under this Lease or pursuant
to law to which Landlord may be entitled as a result thereof, collect rent from
the transferee, assignee, or occupant and apply the net amount collected to the
rent herein reserved without thereby waiving any of Landlord's rights reserved
herein, nor shall any such collection constitute a release of Tenant from any
obligations hereunder.
F. If, without such prior written consent, the Tenant subleases all or
any portion of the Premises Tenant shall always, and notwithstanding any such
subleasing, and notwithstanding the acceptance of rent by Landlord from any such
sublessee, remain liable for the payment of rent hereunder and for the
performance of all of agreements, conditions, covenants and terms herein
contained, on the part of Tenant herein to be kept, served or performed, its
liability to always be that of principal and not of surety, nor shall the giving
of such consent to sublease, be deemed a complete performance of the said
covenants contained in this Paragraph so as to permit any subsequent subleasing
without the like written consent. Prior to Landlord granting its consent to any
sublease, Tenant shall submit to Landlord such financial information as to any
proposed sublessee to allow Landlord to determine that such sublessee is of
equal or greater credit worthiness than Tenant which information shall be a
condition precedent to Landlord's consent to any such sublessee.
G. Notwithstanding the foregoing, where Tenant desires to assign, the
Landlord shall have the right, but not the obligation, to cancel and terminate
the Lease and deal with Tenant's prospective assignees directly without any
obligations to Tenant or to reacquire the Premises for its own account. If an
assignment is accepted pursuant to this subparagraph, Tenant's security deposit
shall be released and Tenant shall no longer be liable for and shall be released
from any obligations under this lease.
H. Subject to the provisions of Paragraph 12.B., if the Premises or any
part thereof be sublet, Landlord may, after default by Tenant, collect rent from
the subtenant and apply the net amount collected to the rent due from Tenant. No
such collection shall be deemed a waiver of the covenant herein against sale,
transfer, mortgage, and subletting or a release of Tenant from the performance
of the covenants herein contained. In the event of such default, Tenant hereby
assigns the rent due from the subtenant to Landlord, hereby authorizes such
subtenant to pay the rent directly to Landlord.
I. If the Premises shall be sublet in whole or in part by Tenant,
Tenant will, on demand of Landlord, furnish and supply in writing, within three
(3) days after such demand, any and all information with regard to said
subtenants which Landlord may request. Nothing herein contained shall be
construed to be a consent to any subletting or a waiver of the covenant against
subletting contained herein.
J. If this Lease is assigned to any person or entity pursuant to the
provisions of the Bankruptcy Code, 11 U.S.C., Section 101, et seq. (the
"Bankruptcy Code"), any and all moneys or other considerations payable or
otherwise to be delivered in connection with such assignment shall be paid or
delivered to Landlord, shall be and remain the exclusive property of Landlord,
and shall not constitute property of Tenant or of the estate of Tenant within
the meaning of the Bankruptcy Code. Any and all moneys or other considerations
constituting Landlord's property under the preceding sentence not paid or
delivered to Landlord shall be held in trust for the benefit of Landlord and be
promptly paid or delivered to Landlord. Any person or entity to which this Lease
is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed,
without further act or deed, to have assumed all of the obligations arising
under this Lease on and after the date of such assignment. Any such assignee
shall, upon demand, execute and deliver to Landlord an instrument confirming
such assumption.
13. FIRE AND CASUALTY DAMAGE; INSURANCE:
A. Landlord agrees to maintain insurance covering the Building
containing the Premises in an amount not less then eighty percent (80%) (or such
greater percentage as may be necessary to comply with the provisions of any
co-insurance clauses of the policy) of the replacement cost thereof, insuring
against the perils of Fire, Lightning, Extended Coverage, Vandalism and
Malicious Mischief, extended by Special Extended Coverage Endorsement to insure
against all other risks of direct physical loss, such coverages and endorsements
to be as defined, provided, and limited in the standard bureau forms prescribed
by the insurance regulatory authority for the State of Florida for use by
insurance companies admitted in such state for the writing of such insurance on
risks located within such state. Subject to the provisions of Subparagraphs
13.C., 13.D. and 13.E., below, such insurance shall be for the sole benefit of
Landlord and under its sole control.
B. If the Building containing the Premises should be damaged or
destroyed by fire, tornado or other casualty, Tenant shall give immediate
written notice thereof to Landlord.
C. If the Building containing the Premises should be totally destroyed
by fire, tornado or other casualty, or should be so damaged thereby that the
rebuilding or repairs cannot in Landlord's estimation be completed within two
hundred (200) days after the date upon which Landlord is notified by Tenant of
such damage, this Lease shall terminate and the rent shall be abated during the
unexpired portion of this Lease, effective upon the date of the occurrence of
such damage. Landlord shall notify Tenant of its decision no later than thirty
(30) days from the date of Tenant's notification to Landlord. In the event this
Lease is terminated, Landlord shall return all security deposits to Tenant.
D. If the Building containing the Premises should be damaged by any
peril covered by the insurance to be provided by Landlord under Subparagraph
14.A. above, but only to such extent that rebuilding or repairs can in
Landlord's estimation be completed within two hundred (200) days after the date
upon which Landlord is notified by Tenant of such damage, this Lease shall not
terminate, and Landlord shall, at its sole cost and expense thereupon proceed
with reasonable diligence to rebuild and repair the Building to substantially
the condition in which it existed prior to such damage, except that Landlord
shall not be required to rebuild, repair or replace any part of the partitions,
fixtures, additions and other improvements which may have been placed in, on or
about the Premises by Tenant, except that Landlord may elect not to rebuild if
such damage occurs during the last year of the term of the Lease, exclusive of
any option which is unexercised at the time of such damage. If the Premises are
untenantable in whole or in part following such damage, the rent payable
hereunder during the period in which they are untenantable shall be reduced to
such extent as may be fair and reasonable under all of the circumstances. In the
event that the Landlord should fail to complete such repairs and rebuilding
within two hundred (200) days after the date upon which Landlord is notified by
Tenant of such damage, Tenant may, at its option, terminate this Lease by
delivering written notice of termination to Landlord as Tenant's exclusive
remedy, whereupon all rights and obligations hereunder shall cease and
terminate. In the event this Lease is terminated, Landlord shall return all
security deposits to Tenant.
E. Notwithstanding anything herein to the contrary, in the event the
holder of any indebtedness secured by a mortgage or deed of trust covering the
Premises requires that the insurance proceeds be applied to such indebtedness,
then Landlord shall have the right to terminate this Lease by delivering written
notice of termination to Tenant within fifteen (15) days after such requirement
is made by any such holder, whereupon all rights and obligations hereunder shall
cease and terminate. In the event this Lease is terminated, Landlord shall
return all security deposits to Tenant.
F. Each of Landlord and Tenant hereby releases the other from any loss
or damage to property cause by fire or any other perils insured in policies of
insurance covering such Property, even if such loss or damage shall have been
caused by the fault or negligence of the other party or anyone for whom such
party may be responsible; provided, however, that this release shall be
applicable and in force and effect only with respect to loss or damage occurring
during such times as the releasor's policies shall contain a clause or
endorsement to the effect that any such release shall not adversely affect or
impair said policies or prejudice the right of the releasor to recover
thereunder. Each of Landlord and Tenant agrees that it will request its
insurance carriers to include in its policies such a clause or endorsement. If
extra cost shall be charged therefor, each party shall advise the other thereof
of the amount of the extra cost, and the other party, at its election, may pay
the same, but it shall not be obligated to do so. Landlord may self-injure
and/or provide its insurance through a blanket insurance policy.
G. Tenant shall, during the term of this lease, maintain insurance
against public liability, including that from personal injury or property damage
in or about the Premises resulting from the occupation, use or operation of the
Premises insuring both Landlord and tenant in amounts of not less than One
Million Dollars ($1,000,000.00) in respect to bodily injury or death to any one
person, of not less than One Million Dollars ($1,000,000.00) in respect of
bodily injury or death to more than one person in one accident, and of not less
than Five Hundred Thousand Dollars ($500,000.00) in respect of property damage.
All policies of insurance provided for in this Paragraph 13 shall be issued in
form reasonably acceptable to Landlord by insurance companies with a financial
rating of A+ (superior), as rated in the most current available "Best's"
Insurance Reports, or a rating by Standard & Poor's of not less than AAA, and
qualified to do business in Florida. Each and every such policy: (i) shall be
issued in the names of Landlord and Tenant and any other parties in interest
from time to time designated in writing by notice from Landlord to Tenant named
as an additional insured; (ii) shall be for the mutual and joint benefit and
protection of Landlord and Tenant and any such other parties in interest as
additional insureds; (iii) shall (or a certificate thereof shall) be delivered
of each to Landlord and any such other parties in interest within ten (10) days
before delivery of possession of the Premises to Tenant and thereafter within
thirty (30) days prior to the expiration of each policy, and, as often as any
such policy shall expire or terminated, renewal or additional or additional
policies shall be procured and maintained in like manner and to like extent;
(iv) shall contain a provision that the insurer will give to Landlord and such
other parties in interest at least thirty (30) days notice in writing in advance
of any cancellation, termination or lapse, or the effective date of any
reduction in the amounts of insurance; (v) shall be written as a primary policy
which does not contribute to and is not in excess of coverage which Landlord may
carry; and (vi) shall contain a provision that Landlord and any such other
parties in interest, although named as an insured, shall nevertheless be
entitled to recover under said policies for any loss occasioned to it, its
servants, agents and employees by reason of the negligence of Tenant. Any
insurance provided for herein, may be maintained by means of a blanket policy or
policies provided Landlord shall be named as an additional insured thereunder,
as its interest may appear; the coverage afforded Landlord and any such other
parties in interest will not be reduced or demised by reason of the use of such
blanket policy of insurance, and the requirements set forth in this Paragraph 13
are otherwise satisfied. Tenant agrees to permit Landlord at all reasonable
times to inspect the policies of insurance of Tenant with respect to the
Premises for which policies or copies thereof are delivered to Landlord.
H. Tenant will not do or permit anything to be done upon or bring or
keep or permit anything to be brought or kept into or on the Premises which
shall increase the rate of fire insurance on the Building of which the Premises
form a part or on the property located herein. If by reason of the failure of
Tenant to comply with the terms of this Lease, or by reason of Tenant's
occupancy (even though permitted or contemplated by this Lease), the fire
insurance rate shall at any time be higher than it would otherwise be, Tenant
shall reimburse Landlord for that part of all fire insurance premiums charged
because of such violations or occupancy by Tenant. In the event Tenant shall
fail to carry the proper insurance required under this Lease, Tenant shall
indemnify and hold Landlord harmless against any loss which would have been
covered under such insurance, if same had been obtained.
14. NO LIABILITY:
Landlord shall not be liable for any failure of water supply, electric
current, heating or air-conditioning, elevator service, or any other service:
nor for injury, or loss of life, or damage to person or property caused by fire
or theft or by the elements or by other Tenants or persons in the Building, or
resulting from the operation of elevators, heating or air-conditioning or
lighting apparatus, or from falling plaster or similar materials: or from steam,
gas, electricity, water, rain, or dampness, which may leak or flow from any part
of the Building, or from the pipes, appliances, or plumbing work of the same, or
from any other place for damages resulting from the acts or omissions of Tenant,
Tenant's agents, employees, invitees or other occupants of the Building.
Landlord shall not be liable for any loss or damage that Tenant may sustain by
reason of the closing or darkening of any of the windows in the Premises through
the erection of or any addition to a new building or otherwise, and the same
shall not constitute a constructive eviction. All goods or property or personal
effects stored or placed by the Tenant in or about the Building shall be at the
sole risk of the Tenant nor shall Landlord be liable to Tenant for any act or
omission (excluding gross negligence, or willful acts of Landlord, its
principals, agents, employees or servants).
15. CONDEMNATION:
A. If the whole or any substantial part of the Premises should be taken
for any public or quasi-public use under governmental law, ordinance or
regulation, or by right of eminent domain, or by private purchase in lieu
thereof, and the taking would prevent or materially interfere with the use of
the Premises for the purpose for which they are being used, this Lease shall
terminate and the rent shall be abated during the unexpired portion of this
Lease, effective when the physical taking of said Premises shall occur and all
security deposits to be returned.
B. If part of the Premises shall be taken for any public or
quasi-public use under any governmental law, ordinance or regulation, or by
right of eminent domain, or by private purchase in lieu thereof, and this Lease
is not terminated as provided in the Subparagraph above, this Lease shall not
terminate, but the rent payable hereunder during the unexpired portion of this
Lease shall be reduced to such extent as may be fair and reasonable under all of
the circumstances.
C. All compensation awarded for any taking (or the proceeds of private
sale in lieu thereof) of the Premises, improvements. or any part thereof, shall
be the property of Landlord, and Tenant hereby assigns its interest in any such
award to Landlord; provided, however, Landlord shall have no interest in any
award made to Tenant for loss of business or for the taking of Tenant's fixtures
and improvements if a separate award for such items is made to Tenant.
16. HOLDING OVER:
Tenant will, at the termination of this Lease by lapse of time or
otherwise, yield up immediate possession to Landlord, with all repairs and
maintenance required herein to be performed by Tenant completed. Tenant shall
pay Landlord from time to time upon demand, as rental for the period of any
holdover, an amount equal to double the rent in effect on the termination date,
computed on a daily basis for each day of the holdover period. No holding over
by Tenant, whether with or without consent of Landlord, shall operate to extend
this Lease except as otherwise expressly provided. The preceding provisions of
this Paragraph 16 shall not be construed as consent for Tenant to hold over.
17. QUIET POSSESSION AND OTHER COVENANTS:
Landlord covenants that if and so long as Tenant pays the Annual Rental
and Additional Rent reserved by this Lease and performs and observes all of the
covenants, conditions and rules and regulations hereof, Tenant shall quietly
enjoy the Premises, subject, however to the terms of this Lease. Tenant
expressly agrees for himself, his executors, administrators, personal
representatives, successors and assigns that the covenant of quiet enjoyment
(express or implied) and all other covenants in this Lease on the part of
Landlord to be performed shall be binding upon Landlord for so long as Landlord
remains the owner of the Building of which the Premises form a part.
18. EVENTS OF DEFAULT:
The following events shall be deemed to be events of default by Tenant
under this Lease:
A. Tenant shall fail to pay any installment of rent herein reserved
when due, or any other payment or reimbursement to Landlord required herein when
due; or
B. Tenant or any guarantor of Tenant's obligations hereunder shall
generally not pay its debts as they become due or shall admit in writing its
inability to pay its debts or shall make a general assignment for the benefit of
creditor. or Tenant or any such guarantor shall commence any case, proceeding or
other action seeking to have an order for relief entered on its behalf as a
debtor or to adjudicate it as bankrupt or insolvent, or seeking reorganization,
arrangement, adjustment, liquidation, dissolution, or composition of it or its
debts under any law relating to bankruptcy, insolvency, reorganization or relief
of debtors or seeking appointment of a receiver, trustee, custodian or other
similar official for it or for all or of any substantial part of its property;
or Tenant or any such guarantor shall take any action to authorize any of the
actions set forth above in this Paragraph; or
C. Any case, proceeding or other action against Tenant or any guarantor
of Tenant's obligations hereunder shall be commenced seeking to have an order
for relief entered against it as debtor or to adjudicate it as bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment, liquidation,
dissolution or composition of it or its debts under any law relating to
bankruptcy, insolvency, reorganization or relief of debtors, or seeking
appointment of a receiver, trustee, custodian or other similar official for it
or for all or any substantial part of its property; or
D. Tenant shall desert or vacate any substantial portion of the
Premises for a period in excess of seven (7) business days; or
E. Tenant shall fail to discharge or contest any lien placed upon the
Premises in violation of Paragraph 22 hereof within twenty (20) days after any
such lien or encumbrance is filed against the Premises; and if contested, Tenant
shall provide adequate bonding as security to cover the lien (s) amount (s); or
F. Tenant shall fail to comply with any term, provision or covenant of
this Lease (other than the foregoing in this Paragraph 18.), and shall not cure
such failure within twenty (20) days after written notice thereof to Tenant; or
G. Tenant shall assign, sublease or transfer this Lease in a manner not
permitted by this Lease.
19. REMEDIES:
A. Upon the occurrence of any of such events of default in Paragraph
18. hereof, Landlord shall have the option to pursue any one or more of the
following remedies available under applicable law, without any notice or demand
whatsoever:
i. Terminate this Lease and Tenant's right to possession, in
which event Tenant shall immediately surrender the Premises to
Landlord, and if Tenant fails to do so, Landlord may, without prejudice
to any other remedy which it may have for possession or arrearages in
rent, enter upon and take possession of the premises and expel or
remove Tenant and any other person who may be occupying such Premises
or any part thereof;
ii. Without terminating this Lease, terminate Tenant's right
to possession by entering upon and retaking possession of the Premises
and expelling or removing Tenant and any other person who may be
occupying such Premises for Landlord's or Tenant's account, as Landlord
elects;
iii. Enter upon the Premises, by force if necessary, without
being liable for prosecution or any claim for damages therefor, and do
whatever Tenant is obligated to do under the terms of this Lease; and
Tenant agrees to reimburse Landlord on demand for any expenses which
Landlord may incur in thus effecting compliance with Tenant's
obligations under this Lease;
iv. Alter all locks and other security devices at the Premises
without terminating this Lease; and
v. Without terminating or canceling this Lease, declare all
amounts and rents due under this Lease for the remainder of the
existing term (or any applicable extension or renewal thereof) to be
immediately due and payable, and thereupon the present worth of same.
net of amounts actually collected by Landlord, and all other charges
due hereunder to the end of the initial term or any renewal term, if
applicable, shall be paid by Tenant.
B. Deleted
C. Deleted
D. In the event Tenant's check. given to Landlord in payment, is
returned by the bank for nonpayment, Tenant agrees to pay all expenses incurred
by Landlord as a result thereof.
E. Exercise by Landlord of any one or more remedies hereunder granted
or otherwise available shall not be deemed to be a waiver of any other (all
remedies being cumulative) or an acceptance of surrender of the Premises by
Tenant, whether by agreement or by operation of law, it being understood that
such surrender can be effected only by the written agreement of Landlord and
Tenant. No such alteration of locks or other security devices, and no removal or
other exercise of dominion by Landlord over the property of Tenant or others at
the Premises, shall be deemed unauthorized or constitute a conversion, Tenant
hereby consenting, after any event of default, to the aforesaid exercise of
dominion over Tenant's property within the Premises. All claims for damages by
reason of such re-entry and/or repossession and/or alteration of locks or other
security devices are hereby waived, as are all claims for damages by reason of
any distress warrant, forcible detainer proceedings, sequestration proceedings
or other legal process. Tenant agrees that any re-entry of Landlord may be
pursuant to judgment obtained in forcible detainer proceedings or other legal
proceedings or without the necessity for any legal proceedings. as Landlord may
elect, and Landlord shall not be liable for trespassing or otherwise.
F. In the event Landlord elects to repossess the Premises without
terminating the Lease, then Tenant, at Landlord's option, shall be liable for
and shall pay to Landlord, at the address specified for notice to Landlord
herein, all rental and other indebtedness accrued to the date of such
repossession, plus rental required to be paid by Tenant to Landlord during the
remainder of the Lease term until the date of expiration of the term as stated
in Paragraph 1. diminished by any net sums thereafter received by Landlord
through reletting the Premises during said period (after deducting expenses
incurred by Landlord as provided in Subparagraph 19.G., below). In no event
shall Tenant be entitled to excess of any rental obtained by reletting over and
above the rental herein reserved. Actions to collects amounts due by Tenant to
Landlord under this Subparagraph may be brought from time to time, on one or
more occasions, without the necessity of Landlord's waiting until expiration of
the Lease term.
G. In case of any event of default or breach by Tenant, Tenant shall
also be liable for and shall pay to Landlord, at the address specified for
notice to Landlord herein, in addition to any sum provided to be paid above,
broker's fees incurred by Landlord in connection with reletting the whole or any
part of the Premises; the costs of removing and storing Tenant's or other
occupants' property; the costs of repairing, alterating, remodeling or otherwise
putting the Premises into condition acceptable to a new tenant or tenants, and
all reasonable expenses incurred by Landlord in enforcing or defending
Landlord's rights and/or remedies including reasonable attorneys' fees
(appellate or other).
H. In the event of termination or repossession of the Premises for an
event of default, Landlord shall not have any obligation to relet or to attempt
to relet the Premises, or any portion thereof, or to collect rental after
reletting, and, in the event of reletting, Landlord may relet the whole or any
portion of the Premises for any period to any Tenant and for any use and
purpose.
I. If Tenant should fail to make any payment or cure any default
hereunder within the time herein permitted, Landlord, without being under any
obligation to do so and without thereby waiving such default, may make such
payment and/or remedy such other default for the account of Tenant (and enter
the Premises for such purpose), and thereupon Tenant shall be obligates and
hereby agrees, to pay Landlord upon demand, all costs, expenses and
disbursements (including reasonable attorneys' fees) incurred by Landlord in
taking such remedial action. In the event of a default, all amounts payable by
Tenant under this Lease shall be deemed to be rent, and all rights and remedies
applicable to rent defaults shall apply.
J. In the event that Landlord shall have taken possession of the
Premises pursuant to the authority herein granted, then landlord shall have the
right to keep in place and use all of the furniture, fixtures and equipment at
the Premises, including that which is owned by or leased to Tenant at all times
prior to any foreclosure thereon by Landlord and repossession thereof by any
lessor thereof or third party having a lien thereon, and Landlord shall also
have the right to remove from the Premises (without the necessity of obtaining a
distress warrant, writ of sequestration or other legal process) all or any
portion of such furniture, fixtures, equipment and other property located
thereon and to place same in storage at any premises within the county in which
the Premises is located; and, in such event, Tenant shall be liable to Landlord
for costs incurred by Landlord in connection with such removal and storage. The
rights of Landlord herein stated shall be in addition to any and all other
rights which Landlord has or may hereafter have at law or in equity; and Tenant
stipulates and agrees that the rights herein granted Landlord are commercially
reasonable.
K. Notwithstanding anything in this Lease to the contrary, all amounts
payable by Tenant to or on behalf of Landlord under this Lease, whether or not
expressly denominated as rent, shall constitute rent for the purposes of the
Bankruptcy Code, 11 U.S.C. Section 502(b)(7). This is a contract under which
applicable law excuses Landlord from accepting performance from (or rendering
performance to) any person or entity other than Tenant within the meaning of the
Bankruptcy Code, 11 U.S. C. Sections 365(c), 365(e)(2).
L. Upon any such termination of this Lease, Tenant shall quit and
peacefully surrender the Premises to Landlord, and Landlord, upon and at any
time after such termination, may without further notice reenter and repossess
the Premises, whether by force, summary proceedings or otherwise, without being
liable to any prosecution or damages therefor, and no person claiming through or
under Tenant or by virtue of any statute or of any order of any court shall be
entitled to possession of the Premises. Landlord may further enter the demised
premises and without further demand or notice proceed to distress and sale of
the goods, chattels and personal property there found. to levy the rent. and
Tenant shall pay all costs and officers' commissions, including watchmen's wages
and sums chargeable to Landlord, and further including any sums chargeable
according to state law as commissions to the sheriff or other person making the
levy. and such amounts shall immediately attach and become part of the claim of
Landlord for rent. Any tender of rent without said costs, commissions and
charges made after the issuance of a warrant for distress shall not be
sufficient to satisfy the claim of Landlord.
M. No termination by default, pursuant to this Paragraph 19. of this
Lease, shall relieve Tenant of its liability and obligations under this Lease,
and such liability and obligations shall survive any such termination.
20. LANDLORD'S LIEN:
In addition to any statutory lien for rent in Landlord's favor,
Landlord shall have and Tenant hereby grants to Landlord a continuing security
interest for all rentals and other sums of money becoming due hereunder from
Tenant, upon all goods, wares, equipment, fixtures, furniture, inventory,
accounts, contract rights, chattel paper and other personal property of Tenant
situated within the Premises, subject to this Lease, and such property shall not
be removed therefrom without the consent of Landlord until all arrearages in
rent as well as any and all other sum of money then due to Landlord hereunder
shall first have been paid and discharged. Products of collateral are also
covered. In the event of a default under this Lease, Landlord shall have, in
addition to any other remedies provided herein or by law. all rights and
remedies under the Uniform Commercial Code, including, without limitation, the
right to sell the property described in this Paragraph at public or private sale
upon five (5) days' notice to Tenant. Tenant hereby agrees to execute such
financing statements and other instruments necessary or desirable in Landlord's
discretion to perfect the security interest hereby created. Any statutory lien
for rent is not hereby waived, the express contractual lien herein granted being
in addition and supplementary thereto. Landlord and Tenant agree that this Lease
and security agreement serves as a financing statement and that a copy or
photographic or other reproduction of this portion of this Lease may be filed of
record by Landlord and have the same force and effect as the original. This
security agreement and financing statement also covers fixtures located within
the Premises subject to this Lease. The record owner of this Property is the
Tenant, unless otherwise designated in writing to Landlord. Tenant warrants that
the collateral subject to the security interest granted herein is not purchased
or used by Tenant for personal, family or household purposes.
21. SUBORDINATION AND ATTORNMENT:
A. Subordination. This Lease, and all rights of Tenant hereunder, are
and shall be subject and subordinate to all ground leases, overriding leases and
underlying leases of the property and/or the Building now or hereafter existing
and to all mortgages which may now or hereafter affect the Property and/or the
Building and/or any of such leases (whether or not such mortgages shall also
cover other lands and/or buildings and/or leases). This subordination shall
likewise apply to each and every advance made or hereafter to be made under such
mortgages, to all renewals, modifications. replacements and extensions of such
leases and such mortgages and to spreaders and consolidations of such mortgages.
This Section shall be self-operative and no further instrument of subordination
shall be required. In confirmation of such subordination, Tenant shall promptly
execute, acknowledge and deliver any instrument the Landlord, the lessor under
any such lease or the holder of any such mortgage (or their respective
successors-in-interest) may reasonably request to evidence such subordination.
If Tenant fails to execute, acknowledge or deliver any such instrument within
ten (10) days after request therefor, Tenant hereby irrevocably constitutes and
appoints Landlord as Tenant's attorney-in-fact, coupled with an interest to
execute and deliver any such instruments for and on behalf of Tenant. Any
mortgage to which this Lease is subject and subordinate is hereinafter referred
to as a "Mortgage" and the holder of a Mortgage is hereinafter referred to as a
"Mortgagee".
B. Notice of Mortgagee. If any act or omission of Landlord would give
Tenant the right, immediately or after the lapse of a period of time, to cancel
this Lease or to claim a partial or total eviction Tenant shall not exercise
such right: (i) until it has given written notice of such act or omission to
Landlord and each Mortgagee whose name and address shall previously been
furnished to Tenant; and (ii) until a reasonable period of time for remedying
such act or omission shall have elapsed following the giving of such notice and
following the time when such Mortgagee shall have become entitled under such
Mortgage, as the case may be, to remedy the same (which reasonable period shall
in no event be less than the period to which Landlord would be entitled under
this Lease or otherwise, after similar notice to effect such remedy), provided
such Mortgagee shall, with due diligence, give Tenant notice of intention to,
and commence and continue to, remedy such act or omission.
C. Attornment. If any Mortgagee shall succeed to the rights of Landlord
hereunder, whether through possession or foreclosure action or delivery of a new
lease or deed, then, at the request of such party (hereinafter referred to as
"Successor Landlord"), Tenant shall attorn to and recognize each Successor
Landlord as Tenant's Landlord under this Lease and shall promptly execute and
deliver any instrument such Successor Landlord may reasonably request to
evidence such attornment. Upon such attornment, this Lease shall continue in
full force and effect as a direct lease between Successor Landlord and Tenant
upon all the terms, conditions, and covenants as set forth in this Lease except
that the Successor Landlord shall not: (i) be liable for any previous act or
omission of Landlord under this lease; (ii) be subject to any offset, not
expressly provided for in this Lease, which therefore shall have accrued to
Tenant against Landlord: or (iii) be bound by any previous modification of this
Lease or by any previous prepayment, unless such modification or prepayment
shall have been previously approved in writing by such Successor Landlord.
D. If, in connection with obtaining a mortgage on the Property of which
the Premises are a part, the Mortgagee shall request reasonable modifications of
this Lease as a condition of the making of such mortgage, Tenant will not
unreasonably withhold its consent thereto provided that such modifications,
individually and in the aggregate, do not increase Tenant's financial or other
obligations, or adversely affect the rights of Tenant under this Lease.
22. MECHANICS LIENS AND OTHER TAXES:
A. Tenant shall have no authority, express or implied, to create or
place, or allow to be created or placed, any lien or encumbrance of any kind or
nature whatsoever upon, or in any manner to bind the interests of Landlord in
the Premises or to charge the rentals payable hereunder for any claim in favor
of any person dealing with Tenant, including, but not limited to, those who may
furnish materials or perform labor for any construction or repairs, and each
such claim shall affect and each such lien shall attach to, if at all, only the
leasehold interest granted to Tenant by this instrument. Tenant covenants and
agrees that it will pay or cause to be paid all sums legally due and payable by
it on account of any labor performed or materials furnished in connection with
any work performed on the Premises on which any lien is or can be validly and
legally asserted against its leasehold interest in the Premises or the
improvements thereon, and that it will save and hold Landlord harmless from any
and all loss, cost or expense based on or arising out of asserted claims or
liens against the leasehold estate or against the right, title and interest of
the Landlord in the Premises or under the terms of this Lease. Tenant agrees to
give Landlord immediate written notice if any lien or encumbrance is placed on
the Premises.
B. Tenant shall be liable for all taxes levied or assessed against
personal property, furniture or fixtures placed by Tenant in the Premises. If
any such taxes for which Tenant is liable are levied or assessed against
Landlord or Landlord's property and if Landlord elects to pay the same or if the
assessed value of Landlord's property is increased by inclusion of personal
property, furniture or fixtures placed by Tenant in the Premises, and Landlord
elects to pay the taxes based on such increase, Tenant shall pay to Landlord
upon demand that part of such taxes.
23. Deleted
24. PAYMENTS AND NOTICES:
A. All rent and other payments required to be made by Tenant to
Landlord hereunder shall be payable to Landlord at the address herein below set
forth or at such other address Landlord may specify from time to time by written
notice delivered in accordance herewith. Tenant's obligations to pay rent and
any other amounts to Landlord under the terms of this Lease shall not be deemed
satisfied until such rent and other amounts have been actually received by
Landlord.
B. Any notice or document required or permitted to be delivered
hereunder shall be deemed to be delivered, whether actually received or not,
when deposited in the United States mail, postage prepaid, certified or
registered mail, addressed to the parties hereto at the respective addresses set
out below, or at such other address as they have therefore specified by written
notice delivered in accordance herewith:
LANDLORD: TENANT:
Airport Key Corporation Xxxx Microproducts-Future Tech, Inc.
0000 XX 00xx Xxxxxx, Xxxxx 000 7630 NW. 00xx Xxxxxx
Xxxxx, Xxxxxxx 00000 Xxxxx, XX 00000
Att: Property Management Attn: Accounting
With copy to: With copy to:
25. HAZARDOUS WASTE:
The term "Hazardous Substances", as used in this Lease, shall mean
pollutants, contaminants, toxic or hazardous wastes, or any other substances,
the removal of which is required or the use of which is restricted, prohibited
or penalized by any "Environmental Law", which term shall mean any federal,
state or local law or ordinance relating to pollution or protection of the
environment. Tenant hereby agrees that (i) no activity will be conducted on the
Premises that will produce any Hazardous Substance, except for such activities
that are part of the ordinary course of Tenant's business activities (the
"Permitted Activities"), provided said Permitted Activities are conducted in
accordance with all Environmental Laws and have been approved in advance in
writing by Landlord; (ii) the Premises will not be used in any manner for the
storage of any Hazardous Substances except for the temporary storage of such
materials that are used in the ordinary course of Tenant's business (the
"Permitted Materials"), provided such Permitted Materials are properly stored in
a manner and location meeting all Environmental Laws and approved in advance in
writing by Landlord; (iii) no portion of the Premises will be used as a landfill
or a dump; (iv) Tenant will not install any underground tanks of any type; (v)
Tenant will not allow any surface or subsurface conditions to exist or come into
existence that constitute, or with the passage of time may constitute, a public
or private nuisance; (vi) Tenant will not permit any Hazardous Substances to be
brought onto the Premises, and if so brought or found located thereon the same
shall be immediately removed, with proper disposal, and all required cleanup
procedures shall be diligently undertaken pursuant to all Environmental Laws.
If, at any time during or after the term of the Lease, the Premises is found to
be so contaminated or subject to said conditions, Tenant agrees to indemnify and
hold Landlord harmless from all claims, demands, actions, liabilities, costs,
expenses, damages and obligations of any nature arising from or as a result of
the use of the Premises by Tenant. The foregoing indemnification shall survive
the termination or expiration of this Lease.
26. PARKING:
Landlord and Tenant hereby acknowledge and agree that the parking plan
for the Building is an open parking arrangement and Tenant shall not receive any
designated parking spaces except for the designated parking area in front of
Building D as shown on Exhibit "A". All other parking spaces shall be unassigned
and Landlord shall not be liable for any damage of any nature whatsoever to, or
any theft of, automobiles or other vehicles or the contents thereof, while in or
about the Entire Property. Notwithstanding the foregoing, Landlord reserves the
right to designate a parking arrangement at any time during the term of the
Lease, for the Entire Property or any portion thereof. Tenant shall need
approximately 90 parking spaces and Landlord acknowledges that the Project
provides adequate parking to comply with all applicable zoning ordinances for
the use contemplated in this Lease.
27. MISCELLANEOUS:
A. Words of any gender used in this Lease shall be held and construed
to include any other gender, and words in the singular number shall be held to
include the plural, unless the context otherwise requires.
B. The terms, provision and covenants and conditions contained in this
Lease shall apply to, inure to the benefit of, and be binding upon the parties
hereto and upon their respective heirs, legal representatives, successors and
permitted assigns, except as otherwise herein expressly provided. Landlord shall
have the right to assign any of its rights and obligations under this Lease.
C. The captions inserted in this Lease are for convenience only and in
no way define, limit or otherwise describe the scope or intent of this Lease, or
any provision hereof, or in any way affect the interpretation of this Lease.
D. Tenant agrees from time to time, within ten (10) days after request
of Landlord, to deliver to Landlord or Landlord's designee, a certificate of
occupancy (if applicable) and an estoppel certificate stating that this Lease is
in full force and effect, the date to which rent has been paid, the unexpired
term of this Lease, and such other matters pertaining to this Lease as may be
requested by Landlord. It is understood and agreed that Tenant's obligations to
furnish such estoppel certificate in a timely fashion is a material inducement
for Landlord's execution of this Lease.
E. This Lease may not be altered, changed or amended except by an
instrument in writing signed by both parties hereto subsequent to the date
hereof. This Lease, together with exhibits and riders attached hereto,
constitutes the entire agreement between the parties concerning the subject
matter included herein.
F. All obligations of Tenant hereunder not fully performed as of the
expiration or earlier termination of the term of this Lease shall survive the
expiration or earlier termination of the term hereon. including, without
limitations all payment obligations with respect to taxes and insurance and all
obligations concerning the condition of the Premises.
G. If any clause or provision of this Lease is illegal, invalid or
unenforceable under present or future laws effective during the term of this
Lease, then, and in that event, it is the intention of the parties hereto that
the remainder of this Lease shall not be affected thereby, and it is also the
intention of the parties to this Lease that in lieu of each clause or provision
of this Lease that is illegal, invalid or unenforceable there be added as a part
of this Lease contract or clause or provision as similar in terms to such
illegal, invalid or unenforceable clause or provision as may be possible and be
legal, valid and enforceable.
H. All references in this Lease to "the date hereof", or similar
references, shall be deemed to refer to the last date, in point of time, on
which all parties hereto have executed this Lease.
I. Time is of the essence of this Lease and all of its provisions. This
Lease in all respects shall be governed by the laws of the State of Florida.
J. Tenant agrees to comply with subdivision regulations, protective
covenants, or other restrictions of records that are applicable to the Project
now or in the future, provided the foregoing are not inconsistent with the terms
and provisions of this Lease.
K. As long as same are not applied in an arbitrary manner, Tenant
agrees to observe and comply with and Tenant agrees that his agents and all
persons visiting in the Premises will observe and comply with the rules and
regulations annexed hereto as Exhibit "Rules and Regulations", and such other
and further reasonable rules and regulations as Landlord may from time to time
deem needful and prescribe for the reputation, safety, care and cleanliness of
the Building, and the preservation of good order therein and the comfort, quiet
and convenience of other occupants of the Building, which rules and regulations
shall be deemed terms and conditions of this Lease. Landlord shall not be liable
to Tenant for the violation of any of the said rules and regulations by any
other Tenant or person.
L. In accordance with Florida law, the following statement is hereby
made: 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.
M. The obligations of Tenant hereunder shall not be affected, impaired
or excused, nor shall Landlord have any liability whatsoever to Tenant, because:
(i) Landlord is unable to fulfill, or is delayed in fulfilling any of his
obligations under this Lease by reason of strike, other labor trouble,
governmental preemption of priorities or other controls in connection with a
national or other public emergency or shortages of fuel, supplies, labor or
materials, Acts of God or any other cause, whether similar or dissimilar, beyond
Landlord's reasonable control.
N. Landlord shall have the right to transfer and assign, in whole or in
part, all of its rights and obligations hereunder and in the Building and the
Premises, and in such event and upon such transfer (and the assignment of the
Security Deposit, if any, to such transferee) Landlord shall be released from
any further obligations hereunder, and Tenant agrees to look solely to such
successor in interest of Landlord for the performance of Landlord's obligations
hereunder.
O. Tenant agrees not to record this Lease, or any memorandum hereof,
but Landlord may record this Lease, or a memorandum thereof, at its sole
discretion.
P. Each party represents and warrants that it has not dealt with any
agent or broker in connection with this transaction except for: Coral Reef
Development Corp. in the case of Landlord and Codina Realty Services, Inc. in
the case of Tenant. If either party's representations and warranties prove to be
untrue, such party will indemnify the other party against all resulting
liabilities, costs, expenses, claims, demands and causes of action, including
reasonable attorneys' fees and costs through all appellate actions and
proceedings, if any. The foregoing will survive to the end of the Lease term.
Q. Nothing contained in this Lease shall be deemed by parties hereto or
by any third party to create the relationship of principal and agent,
partnership, joint ventures or any association between Landlord and Tenant, it
being expressly understood and agreed that neither the method of computation of
rent nor any other provisions contained in this Lease, nor any act of the
parties hereto, shall be deemed to create any relationship between Landlord and
Tenant other than the relationship of landlord and tenant.
R. Any acts to be performed by Landlord under or in connection with
this Lease may be delegated by Landlord to its managing agent or other
authorized person or firm.
S. This Lease shall not be more strictly construed against either party
hereto by reason of the fact that one party may have drafted or prepared any or
all of the terms and provision hereof. It is acknowledged that each of the
parties hereto has been fully represented by legal counsel and that each of such
legal counsel has contributed substantially to the content of this Lease.
T. If more than one person or entity is named herein as Tenant, their
liability hereunder will be joint and several. The undersigned represents and
warrants to Landlord that they have the full power and authority to execute the
Lease on behalf of Tenant.
U. Landlord and Tenant agree that no portion of the monthly rent paid
by Tenant during the portion of the term of this Lease occurring after the
expiration of any period during which the payment of rent has been abated shall
be allocated, for income tax purposes, by Landlord or Tenant to such rent
abatement period, nor is such rent intended by the parties to be allocable, for
income tax purposes, to any rent abatement period.
V. Landlord shall allow Tenant, at Tenant's sole cost and expense, and
subject to all permits, authorization and approval from any governmental
authority having jurisdiction over the Property, to locate on the exterior of
the Building in which the Premises is located, such signage as shall be
available in accordance with the Landlord's sign criteria, and as allowed by
law, regulation or ordinance, of a type, color, layout, size, and in a location
reasonably acceptable to Landlord, subject to Landlord's sign criteria, and in a
location acceptable to Landlord in its sole reasonable discretion.
W. No payments by Tenant or receipt by Landlord of a lesser amount than
any payment of rent herein stipulated shall be deemed to be other than on
account of the earliest stipulated rent, nor shall any endorsement or statement
on any check or any letter accompanying any check or payment as rent be deemed
an accord and satisfaction, and Landlord may accept such check or payment
without prejudice to Landlord's right to recover the balance of such rent or
pursue another remedy provided for in this Lease or available at law or in
equity.
X. Provided that Tenant's joinder is required under applicable law to
make same effective, Tenant shall from time to time, upon request from Landlord,
join in a plat or plats of the Premises and join the granting of such utility
easement or road dedications as may be reasonably necessary to serve the
Premises. Tenant's joinder in any of the foregoing is on condition that there is
no obligation or expense imposed upon Tenant by reason thereof, except as
specifically set forth herein, and that any such plat or easement will not
unreasonably interfere with the ingress and egress, quiet enjoyment, exposure or
visibility of the Premises.
Y. No waiver by Landlord of any provision hereof shall be deemed to
have been made unless such waiver be in writing signed by Landlord. The failure
of Landlord to insist upon the strict performance of any of the covenants or
conditions of this Lease. or to exercise any option herein conferred, shall not
be construed as waiving or relinquishing for the future any such covenants,
conditions or options, but the same shall continue and remain in full force and
effect. No act of Landlord or its agent during the term hereof shall be deemed
an acceptance of a surrender of the Premises unless made in writing and
personally subscribed by Landlord neither shall the delivery of the keys to the
premises by Tenant to Landlord or its agents be deemed a surrender and
acceptance thereof.
28. COMPLIANCE WITH DIRECTIVES OF AUTHORITIES:
Tenant shall, at his own cost and expense, promptly execute and comply
with all present or future rules, regulations, laws and orders of all public
authorities which are or may become applicable to the Premises. Tenant waives
any claim against Landlord for any expense or damage resulting from compliance
with any of the said rules, regulations, laws or orders.
A. Non-Liability of Landlord. Neither Landlord nor any beneficiary,
agent, servant, or employee of Landlord, nor any Mortgagee, shall be liable to
Tenant for any loss, injury, or damage, to Tenant or to any other person, or to
its or their property, irrespective of the cause of such injury, damage or loss,
unless caused by or resulting from the gross negligence or willful misconduct of
Landlord, his agents, servants or employees in the operation or maintenance of
the Premises or the Building, subject to the doctrine of comparative negligence
in the event of contributory negligence on the part of Tenant or any of its
subtenants or licensees or its or their employees, agents or contractors. Tenant
recognizes that any Mortgagee will not be liable to Tenant for injury, damage or
loss caused by or resulting from the gross negligence or willful misconduct of
the Landlord. Further, neither Landlord, any Mortgagee, not any partner,
director, officer, agent, servant, or employee of Landlord shall be liable for
any such damage caused by other Tenants or persons in, upon or about the
Building, or caused by damages arising out of any loss of use of the Premises or
any equipment or facilities therein by Tenant or any person claiming through or
under Tenant.
B. Indemnification by Tenant. Tenant shall indemnify and hold Landlord
and all Mortgagees and his and their respective partners, directors, officers,
agents, employees and beneficiaries harmless from and against any and all claims
from or in connection with: (i) the conduct or management of the Premises or any
business therein, or any work or thing whatsoever done, or any condition created
(other than by Landlord) in or about the Premises during the term of this Lease
or during the period of time, if any, prior to the Commencement Date that Tenant
may have been given access to the Premises; (ii) any act, omission or negligence
of Tenant or any of its subtenants or licensees or its or their partners,
directors, officers, agents, employees or contractors; (iii) any accident,
injury or damage whatsoever (unless caused solely by Landlord's gross negligence
or willful misconduct) occurring in, at or upon the Premises; and (iv) any
breach or default by Tenant in the full and prompt payment and performance of
Tenant's obligations under this Lease; together with all costs, expenses and
liabilities incurred in or in connection with each such claim or action or
proceeding brought thereon including, without limitation, all reasonable
attorneys' fees and expenses. In case any action or proceeding be brought
against Landlord and/or Mortgagee and/or his or their partners, directors,
officers, agents and/or employees by reason of any such claim. Tenant, upon
notice from Landlord or such Mortgagee, shall resist and defend such action or
proceeding (by counsel reasonably satisfactory to landlord or such Mortgagee).
29. ADDITIONAL CONSTRUCTION;ADDITIONS TO ENTIRE PROPERTY:
A. Landlord shall have the exclusive right at any time and from time to
time: to use all or any part of the roof and exterior walls of the demised
premises for any purpose; to erect temporary scaffolds and other aids to
construction on the exterior of the demised premises, provided that access to
the demised premises shall not be unreasonably denied; to enter the demised
premises to shore the foundations and/or walls thereof and to erect scaffolding
and/or protective barriers around and about the demised premises (but not so as
to preclude all entry thereto); and to install, maintain, use, repair and
replace pipes, ducts, conduits and wires leading through the demised premises
and serving other parts of the center in locations which will not material
interfere with Tenant's use thereof. Tenant further agrees that Landlord may
make any use it desires of the side or rear walls of the demised premises,
provided that there shall be no encroachment upon the interior of the demised
premises.
B. Landlord hereby further reserves the right at any time and from time
to time to make alterations or additions to and build additional stories on, and
to build adjoining to, the building on which the demised premises are a part,
and Tenant shall have no interest of any kind whatsoever in the said additions
or additional stories or adjoining buildings. Landlord also reserves the right
to construct other buildings or improvements in the center at any time and from
time to time and to make alterations thereof or additions thereto and to build
additional stones on such building or buildings and to build adjoining the same
and to construct double-deck, elevated or subterranean parking facilities.
C. Landlord may from time to time add property to or withdraw property
from the Entire Property. Any property so added shall thereafter be subject to
the terms of this Lease and shall be included in the term "Entire Property" as
used in this Lease, and any property so withdrawn by Landlord shall thereafter
not be subject to the terms of this Lease and shall be excluded from the term
"Entire Property" as used in this Lease; provided, however, that no such
property shall be deemed added to or withdrawn from the Entire Property, unless
such addition or withdrawal is designated in writing by Landlord.
D. Tenant's business requires the ability of its customers to obtain
reasonable access to the premises. If access to Tenant's premises is prevented,
Tenant may substantially suffer from the loss of its customers. Landlord will
take all steps reasonably necessary to prevent any substantial inconvenience,
disturbance or annoyance to Tenant's customers gaining access to the premises
and will provide Tenant with such adequate notice of any circumstances as may
materially impair access to the premises so that Tenant may notify its customers
to alter their travel plans. Subject to the foregoing, landlord shall not be
liable for any inconvenience, disturbance, loss of business or any other
annoyance arising from any exercise of any or all of the rights of landlord in
this Paragraph.
E. Tenant acknowledges that Landlord has disclosed to it its intention
to build additional buildings on the Entire Property in accordance with a
Conceptual Master Site Plan. Tenant further acknowledges that Landlord may, from
time to time, modify or amend said Conceptual Master Site Plan, or may elect to
terminate same in its entirety.
IN WITNESS WHEREOF, the parties hereto have signed and delivered this
Lease as of the date set forth below.
EXECUTED BY LANDLORD, this 16th day of June, 2000.
Witnesses: LANDLORD
Name: /s/ Xxxxxxxx Xxxxxxx AIRPORT KEY CORPORATION, a Florida corporation
Xxxxxxxx Xxxxxxx By: /s/ Pier X. Xxxxxx
(Print) Pier X. Xxxxxx - Executive Vice President
Name: /s/ Xxx Xxxxxx
Xxx Xxxxxx
(Print)
EXECUTED BY TENANT, this 16th day of June, 2000.
Witnesses: TENANT
Name: /s/ Xxxxxx Xxxxxx XXXX MICROPRODUCTS-FUTURE TECH, INC.
Xxxxxx Xxxxxx By: /s/ Xxxx X. Xxxxx, VP & CFO
(Print)
Name: /s/ Xxxxx Xxxxxxxx Xxxx X. Xxxxx
Xxxxx Xxxxxxxx (Print)
(Print)
RULES AND REGULATIONS
1. The entries, passages, corridors, halls, elevators, and stairways
shall not be obstructed by Tenants for any purpose and shall only be used for
ingress and egress to and from their respective Premises. No mats or other
objects shall be permitted in the public corridors.
2. The doors, windows. sash doors and any lights that reflect or admit
light into the halls other places of the Building shall not be covered or
obstructed, except as may be approved by Landlord. or performed as part of the
Work Supplement Letter. The water and wash closets and urinals shall not be used
for any purposes other than those for which they were constructed, and no
injurious substance of any kind whatsoever shall be thrown therein, and the
expense of any breakage, stoppage or damage resulting from a violation of this
rule shall be borne by Tenant or Tenants who, or whose clerks, agents or
servants shall cause it. Tenants, their agents and employees shall put out all
lights and close and lock all entrance doors upon leaving the Premises.
3. Tenant agrees that no sign, advertisement or notice shall be
inscribed, painted or affixed on any part of the inside or outside of the
Building except on the entrance office doors and then only if of such size,
color and style as Landlord shall determine. At the option of Landlord, only the
sign painters designated by landlord shall be employed by Tenant for this work.
No awnings, coverings, air-conditioning units or other fixtures shall be affixed
to any of the windows in the Premises without Landlord's consent.
4. Landlord shall have power to prescribe the weight and position of
iron safes and machinery, and they shall in all cases stand on two (2) inch
thick plant to distribute the weight, and the expense of repairing any damage
done to the Building by installing or removing a safe or machinery, or by the
same while on the Premises, shall be borne by Tenant. Safes and machinery shall
not be moved into or out of the Building except by persons approved of and at
times fixed by Superintendent. No freight. furniture, packages or bulky matter
of any description will be received in the Building, or carried up or down in
the elevators, except during the hours designated by landlord. Tenant agrees
that all machines or machinery placed in the Premises by Tenant will be erected
and placed so as to prevent any vibration or annoyance to any other of the
Tenants in the Building of which the Premises are a part, and it is agreed that
upon written request of Landlord, Tenant will, within ten (10) days after the
mailing of such notice, provide approved settings for the absorbing, preventing,
or decreasing of noise from any or all machines or machinery placed in the
Premises.
5. Tenant shall not install or operate in the Premises any electrically
operated equipment or other equipment of any kind or nature whatsoever which
will increase unreasonably the consumption of electricity or water, or the
production of waste, or would necessitate any changes to, or require
modifications of the use of the water, plumbing, heating, air-conditioning,
electrical systems of the Premises, without the prior written consent of
Landlord.
6. Nothing shall be thrown by Tenants, their clerks or servants, out of
the windows or doors, or down the passageways of the Building, nor shall
anything whatsoever be kept or placed on the window xxxxx or ledges. Tenants
shall not make or permit their clerks or servants to make improper noises, or
play musical instruments in the Premises, or interfere in any way with other
Tenants, or those having business with them, nor shall animals or birds be
brought or kept in or about the Building.
7. No Tenants or any of their employees, agents, or visitors shall at
any time keep or have on the Premises any kerosene, camphor, benzene, naphtha,
gasoline or any inflammable or combustible fluid, chemical or explosive during
the term of this Lease.
8. If Tenants desire telegraphic or telephonic connections, landlord or
its agents shall direct the electricians as to where and how the wires are to be
introduced and without such directions no boring or cutting of wires will be
permitted. No antennas will be permitted except those required for Tenant's
business operation, which shall be located on the roof of the building, and
shall be subject to Landlord's reasonable consent shall not be visible from the
street, and shall fully comply with all governmental laws, rules and ordinances,
including building code requirements and further provided, that they shall not
increase the cost of insurance on the building or act to void any insurance
coverage.
9. No additional locks or bolts of any kind shall be placed upon any of
the doors or windows by any Tenant, and each Tenant must, upon the termination
of his tenancy, return to Landlord all keys of offices and toilet rooms, either
furnished to or otherwise procured by such Tenant, and in the event of the loss
of keys, such Tenant shall pay to Landlord the cost thereof.
10. Landlord shall be in no way responsible to any Tenant for any loss
of property from the Premises, however occurring, or for any damage to the
furniture or other effects of any Tenant by the Superintendent or any of
Landlord's other employees excluding gross negligence.
11. Landlord may from time to time, adopt appropriate systems and
procedures for the security or safety of the Building, and persons, or any
equipment, furnishings or contents thereof, and Tenant shall comply with
Landlord's reasonable requirements, relative thereto.
12. In case Landlord shall, in the exercise of any right herein
granted, store any personal property, belonging to Tenant, landlord shall have
the further right to dispose or such property by sale or otherwise upon two
weeks' notice in writing for that purpose. If Landlord shall sell any such
property, Landlord shall be entitled to retain from the proceeds thereof the
expenses of the sale and cost of storage.
13. Landlord shall have the right to prohibit any advertising by Tenant
which in Landlord's sole opinion is harmful to the Building, its reputation or
its desirability. Tenant shall discontinue such advertising immediately upon
written notification by Landlord.
14. Landlord reserves the right at all times to exclude loiterers,
vendors, solicitors, and peddlers from the Building and to require registration
or satisfactory identification or credentials from all person seeking access to
any part of the Building outside ordinary business hours. Landlord will exercise
its best judgment in the execution of such control but not be liable for the
granting or refusal of such access.
15. Landlord reserves the right at all times to exclude the general
public from the Building or the entire Property upon such days and at such hours
as in Landlord's sole judgment will be in the best interest of the Building, the
entire Property and its Tenants, provided however, that Landlord shall use its
best efforts not to unreasonably interfere with Tenant's business or use of the
Premises by Tenant, its guests or invitees.
16. No wires of any kind or type (including but not limited to TV and
radio antennas) shall be attached to the outside of the Building and no wires
shall be run or installed in any part of the Building without Landlord's prior
written consent.
17. Tenant shall keep all doors to Premises closed at all times except
for ingress and egress to the Premises.
18. All installations in the Common Telephone/Electrical Equipment
Rooms shall be limited to terminal boards and connections. All other electrical
equipment must be installed within Tenant's Office Space.
19. It is expressly understood and agreed that any items of any nature
whatsoever placed in Common Areas (i.e., hallways, restrooms, elevators, parking
garage, storage areas and equipment rooms) are placed at the Tenant's sole risk
and Landlord assumes no responsibility whatsoever for any loss or damage as
regards said items.
20. Landlord reserves the right to modify the foregoing rules and
regulations, or any of them and to make such other and further rules and
regulations as in its absolute judgment may from time to time be needed for the
reputation, safety, care and cleanliness of the Building, and for the
preservation of good order therein, and any such other and further miles and
regulations shall be binding upon the parties hereto with the same force and
effect as if they had been inserted at the time of the execution hereof.
21. Tenant shall place all refuse in proper receptacles provided by the
Tenant, at its expense, or in receptacles provided by Landlord for the Building.
22. The Premises shall not be used, or permitted to be used for
residential lodging or sleeping purposes, or for the storage of personal
effects.
23. At the end of the term, Tenant shall promptly return to Landlord,
all keys for the Building and Premises in Tenant's possession. In the event
Tenant fails to return keys, Landlord may retain a portion of Tenant's security
deposit for locksmith's work and administration charges.
24 Only persons approved from time-to-time by the Landlord may prepare,
solicit orders for, sell, serve or distribute foods or beverages in the
Building, or use the Common Areas for any such purpose. Except with the
Landlord's prior consent, and in accordance with arrangements approved by
Landlord, Tenant shall not permit on the Premises, the use of equipment for
dispensing food or beverages, or for the preparation, solicitation of orders
for, sale, serving, or distribution of food or beverages.
25. Tenant shall neither bring nor permit bicycles or other vehicles
inside or on the sidewalks outside the Building, except in areas designated from
time-to-time by the Landlord for such purposes.
26. *If Landlord designates Tenant parking areas for the Building or
the Entire Tract, Tenant shall park its vehicles, and shall cause its employees,
guests. invitees and agents to park their vehicles only in such designated
parking areas. Tenant shall furnish to Landlord, upon request, the current
license plate numbers of all vehicles owned or used by Tenant, its employees or
agents, and Tenant thereafter shall notify the Landlord of any changes in such
numbers within ten (10) days after the occurrence thereof. In the event of
failure of the Tenant or its employees or agents to park their vehicles in such
designated parking area, Tenant shall forthwith on demand, pay to Landlord the
sum of Twenty Dollars ($20.00) per day for each car so parked. Landlord, may
itself or through an agent designated for such purpose. make, administer and
enforce additional rules and regulations regarding parking by Tenants, their
employees, agents, guests or invitees, including without limitation, rules and
regulations permitting the Landlord or such agent to move or tow any vehicles
improperly parked to the designated parking areas. No disabled vehicle shall be
left in the parking areas of the Building or the Entire Tract for more than
twenty four (24) hours.
*Except as described in Paragraph 26 of this Lease Agreement and shown in
Exhibi A.
RIDER NUMBER ONE TO LEASE
Dated __________________, 2000
OPTION TO RENEW
A. Landlord hereby grants Tenant the option to renew (the "Renewal
Option") the initial Term (not to include, for purposes of this Rider only, the
Renewal Term, as hereinafter defined) for Two (1) additional terms of Sixty (60)
months (the "Renewal Term") commencing as of the date immediately following the
expiration of the Term, such option to be subject to the covenants and
conditions set forth in this Rider.
B. Tenant shall give Landlord written notice (the "Renewal Notice") of
Tenant's election to exercise its Renewal Option not later than one hundred
eighty (180) prior to the expiration of the then-current term of the Lease;
provided that Tenant's failure to give the Renewal Notice by said date, whether
due to Tenant's oversight or failure to cure any existing defaults or otherwise,
shall render the Renewal Option null or void.
C. Tenant shall not be permitted to exercise the Renewal Option at any
time during which Tenant is in monetary or material non-monetary default under
the Lease, subject to applicable notice and grace periods (if any). If Tenant
fails to cure any default under the Lease prior to the commencement of the
Renewal term, subject to applicable notice and grace periods, the Renewal Term
shall be immediately canceled, unless Landlord elects to waive such default, and
Tenant shall forthwith deliver possession of the Premises to Landlord as of the
expiration or earlier termination of the then-current term of the Lease.
D. Tenant shall be deemed to have accepted the premises in "as-is"
condition as of the commencement of the Renewal Term, subject to any other
repair and maintenance obligations of Landlord under the Lease, it being
understood and agreed that Landlord shall have no additional obligation to
renovate or remodel the Premises or any portion of the Building as a result of
Tenant's renewal of the Lease.
E. The covenants and conditions of the Lease in force during the
original Term, as the same may be modified from time to time, shall continue to
be in effect during the Renewal Term, except as follows:
(1) The "Commencement Date" for the purpose of the Option shall be the
first day of the Renewal Term.
(2) The Base Rent for the Renewal Term shall be at the lesser of the
then current rental rate or 95 percent (95%) of the then Fair Market Rental
Value of the Premises. "Fair Market Rental Value" of the Premises shall be an
amount determined by the parties on the basis on the then prevailing market
rental rate for industrial space comparable to the Premises. Commencing one (1)
year prior to the expiration of the initial term of the Lease, Tenant shall have
the right to request Landlord's determination of the Base Rent for the Renewal
Term. Landlord shall notify Tenant of its determination no later than one
hundred (150) days prior to the expiration date of the initial term so that
Tenant shall have sufficient time to decide whether to elect to renew the Lease.
Notwithstanding the foregoing , if Landlord and Tenant have not finalized the
Base Rent payable for the Renewal Term (as evidenced by a written renewal
agreement executed by the parties) on or before the sixtieth (60th) day prior to
the expiration of the initial term of the Lease, for any reason whatsoever, then
the Renewal Notice shall de deemed to be void and of no further force or effect
and the Lease shall expire on the scheduled Expiration Date, and Tenant shall
have no further rights whatsoever to renew or extend the Lease.
(3) Following expiration of the Renewal Term as provided herein, Tenant
shall have no further right to renew or extend the Lease.
F. Tenant's option to renew the Lease shall not be transferable by
Tenant, except in conjunction with a permissible Transfer in accordance with
applicable provisions of the Lease.
Exhibit A
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