Commercial Lease
This
lease is made between EFS of 0000 X.Xxxxxxxxx Xx. Xxxxxxxxxx XX 00000, herein
called Lessor, and Blue Earth Solutions, herein called Lessee. Lessee hereby
offers to lease from Lessor the premises situated in the City of Clermont,
County of Lake, State of Florida, described as 00000 Xxxxxxxxx Xxx. 34711 upon
the following TERMS and CONDITIONS:
1. Term and Rent. Lessor
demises the above premises for a term of 5 years, commencing June 1st, 2008, and
terminating on May 31st, 2013, or sooner as provided herein at the annual rental
rate for year one of ($91,000) payable in equal installments in advance on the
first day of each month for that month's rental, during the term of this lease.
For year two through five the annual rent will be ($119,000). All rental
payments shall be made to Lessor, at the address specified above.
2. Use. Lessee shall use and
occupy the premises for any county allowable use. The premises shall be used for
no other purpose. Lessor represents that the premises may lawfully be used for
such purpose. Lessee shall not use the premises for the purposes of storing,
manufacturing or selling any explosives, flammables, or other inherently
dangerous substance, chemical, thing, or device.
3. Care and Maintenance of
Premises. Lessee acknowledges that the premises are in good order and repair,
unless otherwise indicated herein. Lessee shall, at his own expense and at all
times, maintain the premises in good and safe condition, including plate glass,
electrical wiring, plumbing and heating installations and any other system or
equipment upon the premises and shall surrender the same, at termination hereof,
in as good condition as received, normal wear and tear excepted. Lessee shall be
responsible for all repairs required, excepting the roof, exterior walls,
structural foundations, which shall be maintained by Lessor. Lessee shall also
maintain in good condition such portions adjacent to the premises, such as
sidewalks, driveways, lawns and shrubbery, which would otherwise be required to
be maintained by Lessee.
4. Alterations. Lessee shall
not, without first obtaining the written consent of Lessor, make any
alterations, additions, or improvements, in, to or about the
premises.
5. Ordinances and Statutes.
Lessee shall comply with all statutes, ordinances and requirements of all
municipal, state and federal authorities now in force or which may hereafter be
in force, pertaining to the premises, occasioned by or affecting the use thereof
by Lessee.
6. Assignment and Subletting.
Lessee shall not assign this lease or sublet any portion of the premises without
prior written consent of the Lessor, which shall not be unreasonably withheld.
Any such assignment or subletting without consent shall be void and, at the
option of the Lessor, may terminate this lease.
7. Utilities. All applications
and connections for necessary utility services on the demised premises shall be
made in the name of Lessee only, and Lessee shall be solely liable for utility
charges as they become due, including those for sewer, water,
gas,
electricity, and telephone services. In the event that any utility or service
provided to the premises is not separately metered, Lessor shall pay the amount
due and separately invoice Lessee for Lessee's pro rata share of the charges.
Tenant shall pay such amounts within fifteen (15) days of invoice. Lessee
acknowledges that the leased premises are designed to provide standard office
use electrical facilities and standard office lighting. Lessee shall not use any
equipment or devices that utilize excessive electrical energy or that may, in
Lessor's reasonable opinion, overload the wiring or interfere with electrical
services to other tenants.
8. Entry and Inspection.
Lessee shall permit Lessor or Lessor's agents to enter upon the premises at
reasonable times and upon reasonable notice, for the purpose of inspecting the
same, and will permit Lessor at any time within sixty (60) days prior to the
expiration of this lease, to place upon the premises any usual "To Let" or "For
Lease" signs, and permit persons desiring to lease the same to inspect the
premises thereafter.
9. Parking. During the term of
this lease, Lessee shall have the nonexclusive use in common with Lessor, other
tenants of the building, their guests and invitees, of the nonreserved common
automobile parking areas, driveways, and foot ways, subject to rules and
regulations for the use thereof as prescribed from time to time by Lessor.
Lessor reserves the right to designate parking areas within the building or in a
reasonable proximity thereto, for Lessee and Lessee's agents and employees.
Lessee shall provide Lessor with a list of all license numbers for the cars
owned by Lessee, its agents and employees. Separated structured parking, if any,
located about the building is reserved for Lessees of the building who rent such
parking spaces. Lessee hereby leases from Lessor no spaces in such a structural
parking area, such spaces to be on a first-come first-served basis. In
consideration of the leasing to Lessee of such spaces, Lessee shall pay a
monthly rental Dollars ($0.00) per space throughout the term of the lease. Such
rent shall be due and payable each month without demand at the time herein set
for the payment of other monthly rentals, in addition to such other
rentals.
10. Possession. If Lessor is
unable to deliver possession of the premises at the commencement hereof, Lessor
shall not be liable for any damage caused thereby, nor shall this lease be void
or void able, but Lessee shall not be liable for any rent until possession is
delivered. Lessee may terminate this lease if possession is not delivered within
10 days of the commencement of the term hereof.
11. Indemnification of Lessor.
To the extent of the law, Lessor shall not be liable for any damage or injury to
Lessee, or any other person, or to any property, occurring on the demised
premises or any part thereof. Lessee agrees to indemnify and hold Lessor
harmless from any claims for damages which arise in connection with any such
occurrence. Said indemnification shall include indemnity from any costs or fee
which Lessor may incur in defending said claim.
12. Insurance. Lessee, at his
expense, shall maintain plate glass and public liability insurance including
bodily injury and property damage insuring Lessee and Lessor with minimum
coverage as follows:
Lessee
shall provide Lessor with a Certificate of Insurance showing Lessor as
additional insured. The Certificate shall provide for a ten-day written notice
to Lessor in the event of cancellation or material change of coverage. To
the
2
maximum
extent permitted by insurance policies which may be owned by Lessor or Lessee,
Lessee and Lessor, for the benefit of each other, waive any and all rights of
subrogation which might otherwise exist.
If the
leased premises or any other part of the building is damaged by fire or other
casualty resulting from any act of negligence of Lessee or any of Lessee's
agents, employees or invitees, rent shall not be diminished or abated while such
damages are under repair, and Lessee shall be responsible for the costs of
repair not covered by insurance.
13. Eminent Domain. If the
premises or any part thereof or any estate therein, or any other part of the
building materially affecting Lessee's use of the premises, shall be taken by
eminent domain, this lease shall terminate on the date when title vests pursuant
to such taking. The rent, and any additional rent, shall be apportioned as of
the termination date, and any rent paid for any period beyond that date shall be
repaid to Lessee. Lessee shall not be entitled to any part of the award for such
taking or any payment in lieu thereof, but Lessee may file a claim for any
taking of fixtures and improvements owned by Lessee, and for moving
expenses.
14. Destruction of Premises.
In the event of a partial destruction of the premises during the term hereof,
from any cause, Lessor shall forthwith repair the same, provided that such
repairs can be made within sixty (60) days under existing governmental laws and
regulations, but such partial destruction shall not terminate this lease, except
that Lessee shall be entitled to a proportionate reduction of rent while such
repairs are being made, based upon the extent to which the making of such
repairs shall interfere with the business of Lessee on the premises. If such
repairs cannot be made within said sixty (60) days, Lessor, at his option, may
make the same within a reasonable time, this lease continuing in effect with the
rent proportionately abated as aforesaid, and in the event that Lessor shall not
elect to make such repairs which cannot be made within sixty (60) days, this
lease may be terminated at the option of either party. In the event that the
building in which the demised premises may be situated is destroyed to an extent
of not less than one-third of the replacement costs thereof, Lessor may elect to
terminate this lease whether the demised premises be injured or not. A total
destruction of the building in which the premises may be situated shall
terminate this lease
15. Lessor's Remedies on
Default. If Lessee defaults in the payment of rent, or any additional
rent, or defaults in the performance of any of the other covenants or conditions
hereof, Lessor may give Lessee notice of such default and if Lessee does not
cure any such default within 10 days, after the giving of such notice (or if
such other default is of such nature that it cannot be completely cured within
such period, if Lessee does not commence such curing within such 10 days and
thereafter proceed with reasonable diligence and in good faith to cure such
default), then Lessor may terminate this lease on not less than 30 days' notice
to Lessee. On the date specified in such notice the term of this lease shall
terminate, and Lessee shall then quit and surrender the premises to Lessor,
without extinguishing Lessee's liability. If this lease shall have been so
terminated by Lessor, Lessor may at any time thereafter resume possession of the
premises by any lawful means and remove Lessee or other occupants and their
effects. No failure to enforce any term shall be deemed a waiver.
16. Security Deposit. Lessee
shall deposit with Lessor on the signing of this lease the sum of Dollars
($25,000) as security for the performance of Lessee's obligations
under
3
this
lease, including without limitation the surrender of possession of the premises
to Lessor as herein provided. If Lessor applies any part of the deposit to cure
any default of Lessee, Lessee shall on demand deposit with Lessor the amount so
applied so that Lessor shall have the full deposit on hand at all times during
the term of this lease.
17. Tax Increase. In the event
there is any increase during any year of the term of this lease in the City,
County or State real estate taxes over and above the amount of such taxes
assessed for the tax year during which the term of this lease commences, whether
because of increased rate or valuation, Lessee shall pay to Lessor upon
presentation of paid tax bills an amount equal to (100%) of the increase in
taxes upon the land and building in which the leased premises are situated. In
the event that such taxes are assessed for a tax year extending beyond the term
of the lease, the obligation of Lessee shall be proportionate to the portion of
the lease term included in such year.
18. Common Area Expenses. In
the event the demised premises are situated in a shopping center or in a
commercial building in which there are common areas, Lessee agrees to pay his
pro rata share of maintenance, taxes, and insurance for the common
area.
19. Attorney's Fees. In case
suit should be brought for recovery of the premises or for any sum due
hereunder, or because of any act which may arise out of the possession of the
premises, by either party, the prevailing party shall be entitled to all costs
incurred in connection with such action, including a reasonable attorney's
fee.
20. Waiver. No failure of
Lessor to enforce any term hereof shall be deemed to be a waiver.
21. Notices. Any notice which
either party mayor is required to give, shall be given by mailing the same,
postage prepaid, to Lessee at the premises, or Lessor at the address specified
above, or at such other places as may be designated by the parties from time to
time.
22. Heirs, Assigns,
Successors. This lease is binding upon and inures to the benefit of the
heirs, assigns and successors in interest to the parties.
23. Option to Renew. Provided
that Lessee is not in default in the performance of this lease, Lessee shall
have the option to renew the lease for an additional term of 5 years commencing
at the expiration of the initial lease term. All of the terms and conditions of
the lease shall apply during the renewal term except that the annual rent shall
be the sum of ($131,000) in equal monthly payments. The option shall be
exercised by written notice given to Lessor not less than 60 days prior to the
expiration of the initial lease term. If notice is not given in the manner
provided herein within the time specified, this option shall
expire.
24. Subordination. This lease
is and shall be subordinated to all existing and future liens and encumbrances
against the property.
25. Radon Gas Disclosure. As
required by law, (Landlord) makes the following disclosure: "Radon Gas" is a
naturally occurring radioactive gas that, when it has accumulated in a building
in sufficient quantities, may present health risks to persons who are exposed to
it over time. Levels of radon that exceed federal and state
guidelines
4
have been
found in buildings in Florida. Additional Information regarding radon and radon
testing may be obtained from your county public health unit.
26. Entire Agreement. The
foregoing constitutes the entire agreement between the parties and may be
modified only by a writing signed by both parties. The following Exhibits, if
any, have been made a part of this lease before the parties' execution
hereof:
27. Additional. The Lessee may
occupy the premises immediately after security deposit has been deposited. With
the first months rent remaining due on June 1, 2008.
Signed
this 5th day of May, 2008
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Lessor:
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Print/Date
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/s/Xxxxx Xxxxx
Jr 5/5/08
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Lessee
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/s/Xxxx
Xxxxxxxxxx 5/5/08
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Print/Date
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