L E A S E
This lease, made and entered into this 30th day of
November 1994, between XXXXX STEEL, INC., (referred to
hereinafter as "Lessor"), and GENERAL PARCEL SERVICE, INC., a
Florida Corporation (referred to hereinafter as "Lessee");
W I T N E S S E T H:
Whereas, Lessor owns certain real property located in
Hillsborough County, Florida; and,
Whereas, Lessor has agreed to lease the said property to the
Lessee subject to certain terms and conditions; and,
Whereas, the Lessee desires to lease the said property from the
Lessor, and to that end and in consideration of the premises,
the covenants, terms and conditions to be performed as set
forth hereinafter, the parties have agreed and do agree as
follows:
1. Leased Premises: Subject to the terms and conditions set
forth hereinafter, the Lessor leases to the Lessee and the
Lessee rents hereby from the Lessor a 26,650 square foot
building of the Lessor which is on a 4.2 acre piece of property
at the south side of Oak Fair Boulevard in the Interstate
Business Park in Hillsborough County, Florida (See Exhibit "A".)
2. Term of the Lease: The term of this lease shall be for
a period of fifteen (15) years to commence on the day a
Certificate of Occupancy is issued. Lessor hereby grants to
Lessee two options to renew at five years each.
3. Improvements to the Premises: The Lessor acknowledges
hereby that the Lessee is leasing the building. and property
described herein for the purpose of operating and maintaining a
parcel delivery operation and that certain modifications and/or
improvements to the property may be required. The parties agree
hereby that any modifications and/or improvements to the leased
property, above and beyond those shown on the approved set of
plans hereto attached and called Exhibit "B", will be at
Lessee's sole cost and expense and that said modifications
and/or improvements will comply with all applicable rules, laws,
regulations, and requirements pertaining thereto, including,,
but not limited to, the building codes and zoning ordinances of
the state and local governments. Any such modification and/or
improvement shall-require the consent of the Lessor.
4. Rental: The Lessee hereby agrees to pay to the Lessor
as rental for the leased premises during the first year of the
lease term the sum of $16,312.92 per month, in advance,
together with applicable Florida sales tax and any other tax
which may be levied by any other governmental body on rental
payments, commencing when a Certificate of Occupancy is issued.
The rent shall increase each year according to the Consumer
Price Index for Urban Wage Earners and Clerical Workers - the
U.S. City Average, Bureau at Labor Statistics, U.S. Department
of Labor. At no time will the increase be less than 3% nor
more than 6% of the previous year's rental.
Rent is due on the first of each month and in default on the
10th day of the same month with a 10% late charge due.
The rent set forth herein shall be net to the Lessor. All
costs, expenses, and obligations of any kind and nature relating
to the leased property or any improvements on it shall be paid
by Lessee. The obligation of Lessee shall include, without
limiting the generality of the foregoing, any and all real
property and other taxes which may be assessed on the premises,
insurance premiums and charges for utilities, and such other
expenses, costs, and obligations that may be the subject of
other provisions in this lease.
5. Use of Leased Premises: The Lessee agrees that the
business to be operated by it on the leased premises will not be
operated in such a manner as to constitute a nuisance or a
hazard and that in connection with the operation of the business
the Lessee will observe and comply with all applicable laws,
ordinances, orders and regulations prescribed by lawful
authority having jurisdiction over the business operated in the
leased premises.
The building may be used for the purpose of a parcel delivery
operation and any legal operation incidental thereto. Any other
purpose shall require the consent of the Lessor.
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6. Repair and Alterations: The Lessor shall
not be obligated to maintain the leased premises or any
improvements located thereon.
The Lessee agrees, at its sole cost and expense, to maintain all
of the improvements including the parking lot pavement and
service areas located on the leased premises. Without limiting
the obligations of the Lessee hereunder, Lessee specifically
agrees that it shall maintain and keep said premises in a good
state of repair and shall promptly repair any damaged portion of
the premises including wiring, plumbing, glass, roof, flooring,
asphalt pavement, and heating and air conditioning systems.
The Lessee, upon completion of the original improvements by
Lessor, may erect such additional improvements on the leased
premises as it deems appropriate and may make such alterations
or major renovations to the existing improvements as it deems
appropriate provided such alterations or renovations do not
disturb the structural integrity of such existing improvements
and further provided that it first obtain the written consent of
the Lessor, as well as any and all governing agencies.
7. Utilities: The Lessee shall be responsible for
electricity, lights, water, heat, telephone, gas, or any other
utility or service consumed in connection with the occupancy of
the leased premises by the Lessee.
8. Signs: The Lessee shall have the right to erect and
maintain such sign or signs on the premises as may be permitted
by applicable law.
9. Taxes: The Lessee shall pay, during the lease term, all
ad valorem taxes and any other assessments levied or assessed
against the leased premises by appropriate governmental
authorities, together with all taxes levied against any stock or
merchandise, raw material. furniture, furnishings, equipment,
inventory, and other property located in, on, or upon the leased
.premises. All taxes shall be paid each year before any fine,
penalty, interest, or cost may be added thereto for non-payment
or late payment, and Lessee agrees to provide Lessor with copies
of paid tax receipts.
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Lessee shall have the right to contest or review by legal
proceedings any such tax assessment, at its own cost and
expense, and if necessary in the name of and with the
cooperation of the Lessor.
10. Liability Insurance; Indemnification: Lessee agrees to
indemnify and save harmless the Lessor from any claim or loss by
reason of an accident or damage to any person or property
happening in or on the demised premises. Lessee shall carry, at
its expense, public liability insurance coverage on all of the
demised premises, naming Lessor as additional insured, in a
company qualified to transact business in the State of Florida,
stipulating limits of liability of not less than $500,000.00 for
an accident affecting any one person; and not less than
$1,000,000.00 for an accident affecting more than one person;
and $100,000.00 property damage. A certificate of such coverage
from the insurer providing 30 days notice to Lessor prior to
cancellation or termination shall be furnished to Lessor.
11. Casualty Insurance: Lessee shall keep all buildings and
improvements on the leased property and all demised personal
property fully insured with insurance companies approved by
Lessor and authorized to do business in the State of Florida,
for protection against all loss or damage to that property by
fire and extended coverage; for all risk coverage. "Extended
Coverage" means the broadest coverage that from time to time is
contained and included in the then prevailing definition that
the insurer applies to the concept of extended coverage. In the
event of loss, all policies shall be payable jointly to "Lessor
and Lessee as its interests may appear. Casualty insurance
shall be for the full replacement value of buildings and/or
improvements and coverage amount shall require the written
approval of the Lessor.
Lessee shall also cause, immediately upon request of the Lessor,
the inclusion as an insured in any such insurance policy the
name of any mortgagee lending money to Lessor for any
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improvements on the property.
12. Fire : In the event the premises shall be totally
destroyed or damaged to any extent by fire or other casualty,
Lessor agrees to proceed promptly and without expense to Lessee
to repair the damage or restore the improvements to the extent
of any insurance payments made to Lessor on account of said.
fire or other casualty. The said restoration of improvements
will be made by Lessor with reasonable promptness.
No damage or destruction to or of any building or improvement by
fire or any other casualty shall entitle Lessee to surrender
possession of the premiums or to terminate this lease, or to
violate any of its provisions or to cause any abatement or
rebate in the rent then due or thereafter becoming due under its
terms. If this lease is canceled for Lessee's default at any
time while there remains outstanding any obligation from any
insurance company to pay for the damage or any part of the
damage, the claim against the insurance company shall become the
absolute and unconditional property of Lessor upon cancellation
of the lease.
13. Mortgage Payments: As long as Lessee is not in default
under this lease, Lessor shall pay all installments of principal
and interest owing on any mortgage encumbering the property as
those payments come due. If Lessor does not make any payment
required by any mortgage encumbering the property as that
payment comes due and within the grace period required of the
mortgage, if any, Lessee may cure Lessor's default by making
such payment and crediting the same against the next installment
at rental due hereunder.
14. Eminent Domain: If all or any part at the leased premises,
including the building or other improvements, shall be taken
under a power of eminent domain, the entire compensation or
proceeds awarded for the taking of the land and all severance
damage shall belong to Lessor and the entire compensation or
proceeds awarded for the taking of the buildings and
improvements shall belong to Lessor. If the taking is to such
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an extent that it is impracticable for Lessee to continue the
operation of its business on the leased premises, the lease, at
the option of the Lessee, shall terminate. If Lessee elects not
to exercise its right and option to terminate, the lease shall
continue in full force and effect except that the rental due
hereunder shall be reduced in a manner which is fair and
reasonable.
Nothing herein shall prevent the Lessor or the
Lessee from seeking any and all damages sustained from the
condemning authority by reason of the exercise of the power of
eminent domain.
In the event the condemnation or taking is to such an extent
that it is impracticable for Lessee to continue the operation of
its business on the leased premises and Lessee elects to
terminate the lease, Lessee shall notify Lessor of its election
to terminate within ten (10) days after the official notice of
condemnation is given to Lessee.
15. Default: It is agreed that in the event at any time
default should be made by the Lessee in the payment of any rent
due upon the day when the same shall become due and payable and
such default shall continue for thirty (30) days, or in case
default shall be made by the Lessee in the performance of any of
the other terms, conditions or covenants of said lease by said
Lessee to be performed, and said default shall continue for a
period of thirty (30) days, the Lessor may enter into and upon
the demised premises or any part thereof and repossess the same
with or without terminating this lease, and without prejudice to
any of its remedies for rents or breach of covenant, and in any
such event, may, at its option, terminate said lease by giving
written notice of its election so to do, or may, at its option,
let the premises or any part thereof as the agent of the Lessee,
or otherwise (giving Lessee credit on all amounts due hereunder
for rents collected for the account of Lessee). The foregoing
rights and remedies given to the Lessor are and shall be deemed
to be cumulative, and the exercise of one shall not be deemed to
be an electron, excluding the exercise by the Lessor at any
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other time of a different or inconsistent remedy, and shall be
deemed to be given to the Lessor in addition to any other and
further rights granted to the Lessor by the terms of any
paragraph herein, or by law, and the failure upon the part of
the Lessor at any time to exercise any rights or remedy hereby
given to them shall not be deemed to operate as a waiver by them
of its right to exercise such right or remedy at any other or
future time. The Lessee, or its successors or assigns, shall
pay all costs, expenses, or charges including a reasonable
attorney's fee in any proceeding begun or had to enforce the
provisions of this lease or in collecting the sums secured
hereby, and the same shall become a part of the said sum so
secured.
It is further understood that should Lessee default under the
terms of this lease, that Lessor will exercise its right of
assignment at the property and take ownership at the same.
16. Bankruptcy: The Lessee covenants and agrees that if, at
any time Lessee or any guarantor of this lease is adjudged a
bankrupt or insolvent under the laws of the United States or of
any state, or makes a general assignment for the benefit of
creditors, or if a receiver of the property of the Lessee is
appointed and shall not be discharged; within 30 days after such
appointment, then the Lessor may, at its option, declare the
term of this lease at an end and shall forthwith be entitled to
immediate possession of the premises.
17. Subordinate: The Lessee agrees that this lease shall,
at all times, be subject and subordinate to the lien of any
first mortgage (which term shall include all security
instruments) that may be placed on the demised premises by the
Lessor; and Lessee agrees, upon demand, to execute any
instrument as may be required to effectuate such subordination.
Notwithstanding anything to the contrary set forth in this
lease, neither Lessor nor Lessee shall terminate this lease nor
shall Lessee xxxxx, withhold, reduce or offset payment of the
.rental for default or violation of this lease during its term
while a first mortgage, its successors or
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assigns, has title to the premises acquired by foreclosure of
such mortgage or by deed in lieu of foreclosure.
18. Title to Premises: Lessor covenants that it owns the
property leased hereunder and has authority to enter into this
lease agreement with Lessee.
19. Identity of Interest: The execution of this lease or the
performance of any act pursuant to the provisions hereof shall
not be deemed or construed to have the effect of creating
between Lessor and Lessee the relationship of principal and
agent or of a partnership or of a joint venture and the
relationship between them shall be and remain only that at
Lessor and Lessee.
20. Notices and Reports: Any notice, report, statement,
approval., consent, designation, demand or request to be given
and any option or election to be exercised by a party under the
provisions of this lease shall be effective only when made in
writing and delivered (or mailed by registered or certified mail
with postage prepaid) to the other party at the address given
below:
Lessor:
Xxxxx Steel, Inc.
00 Xxxxxxxxx Xxxx, XX, Xxxxx 000
Xxxx Xxxxxx Xxxxx, XX 00000
Lessee:
General Parcel Service.. Inc.
0000 Xxxxxxx Xxx
Xxxxxxxxxxxx, XX 00000
Provided, however, that either party may designate a different
address from time to time by giving to the other party notice in
writing of the change. Rental payments to the Lessor shall be
made by the Lessee to the Lessor at the above address.
21. Memoranda of Lease: Lessor and Lessee agree to execute
a memoranda of this lease suitable for recording in the public
records.
22. Entry of Lessor: Lessor may enter the leased premises
during business hours:
(a) to inspect or protect the said premises.
(b) to determine whether the Lessee is complying with the
applicable laws, orders, regulations of any lawful authority
having jurisdiction over the premises or any business conducted
therein.
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(c) to exhibit the said premises to any prospective
purchaser.
No authorized entry by Lessor shall constitute an eviction of
Lessee or a deprivation of its right or alter the obligation of
the Lessor or create any right in the Lessor adverse to the
interest of the Lessee hereunder.
23. Removal of Property at End of Lease: Lessee shall be
entitled to remove the equipment and other items placed on the
premises by it so long as such removal shall not damage the
premises. As to any other property, Lessor shall be entitled to
all property regarded as real property under Florida law and
Lessee shall be entitled to all property regarded as personal
property under Florida law.
24. Ownership of Improvements at Lease Expiration: At the
expiration of the lease, the improvements on the leased premises
shall become the sole property at the Lessor. Any and all trade
fixtures, signs, and personal property used by the Lessee in the
operation of its business on the leased premises shall remain
Lessee's sole property and Lessee shall have the right to remove
the same provided any damage in removal in repaired by Lessee.
25. Entire Agreement: This lease contains all of the
understandings between the parties hereto relative to the
leasing of the premises herein described, and all prior or
contemporaneous agreements relative thereto have been merged
herein or are voided by this instrument, which may be amended,
modified, altered, changed, revoked or rescinded in whole or in
part only by an instrument in writing signed by each of the
parties hereto.
26. Assignment and Subletting: The Lessee shall not assign this
lease or sublet the leased premises or any portion thereof, or
otherwise transfer any right or interest hereunder without the prior
written consent of the Lessor. 1f the Lessor consents to
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the assignment, subletting or other transfer of any right of
interest hereunder by the Lessee, such approval shall be limited
to the particular instance specified in the consent and the
Lessee shall not be relieved of any duty, obligation or
liability under the provisions of the lease.
27. Binding Effect: The terms and provisions of this lease
shall be binding on the parties hereto and its respective heirs,
successors, assigns, and personal representatives.
IN WITNESS WHEREOF, the parties have set their hands and seals
the date and year first above written.
Signed sealed and delivered in the presence of:
Xxxxx Steel, Inc.
(signed)
--------------------------
Xxxx X. Xxxxxxx, President
(signed)
--------------------------
Xxxx X. Xxxxx, Xx.,
Secretary / Treasurer
Chairman of the Board
IN WITNESS WHEREOF, the parties have set their hands and seals
the date and year first above written.
Signed, sealed and delivered in the presence of:
GENERAL PARCEL SERVICE, INC.
(signed)
--------------------------
E. Xxxx Xxxxx, Jr., President
GUARANTY
The undersigned, for valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and in order to
induce the Lessor to enter into the foregoing Lease Agreement,
does hereby unconditionally guarantee the performance of all
obligations imposed upon General Parcel Service, Inc.
Dated this 30th day of November, 1994
(signed)
----------------------
E. Xxxx Xxxxx
(signed)
----------------------
T. Xxxxx Xxxxx
AMENDMENT TO LEASE
This amendment to lease, made and entered into this 26th day of
January, 1996, between XXXXX STEEL, INC., (referred to
hereinafter as "Lessor"), and GENERAL PARCEL SERVICE, INC., a
Florida Corporation, (referred to hereinafter as "Lessee");
WHEREAS, the above parties entered into a Lease Agreement dated
November 30, 1994, for property and a building in Tampa, Florida;
It is agreed to amend the description of the property listed on
page one (1) to read as follows:
"Lessee rents hereby from the Lessor a 27,850 square foot
building of the Lessor which is on a 5.92 acre piece of property
being Xxxx 0 xxx 0, Xxxxx 0, X.X. 000, Xxxxxxxxxx Xxxx Addition
(See Exhibit "All)."
It is also agreed that the attached Exhibit "All replaces the
one attached to the original lease agreement.
IN WITNESS WHEREOF, the parties have set their hands and seals
the date and year first above written.
Signed, sealed and delivered in the presence of:
XXXXX STEEL, INC.
(Signed)
--------------------------
Xxxx X. Xxxxxxx, President
IN WITNESS WHEREOF, the parties have set their hands and seals
the date and year first above written.
(Signed)
--------------------------
Xxxx X. Xxxxx, Xx.
Secretary/Treasurer
Chairman of the Board
GENERAL PARCEL SERVICE, INC.
(Signed)
-------------------------
E. Xxxx Xxxxx, Jr., President
GUARANTY REAFFIRMATION
The undersigned, for valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, do hereby reaffirm
that guaranty of all obligations imposed upon GENERAL PARCEL
SERVICE, INC. under that Lease Agreement dated the 30th day of
November, 1994, and that Amendment to Lease executed by GENERAL
PARCEL SERVICE, INC. on the 29th day of January, 1996, between
GENERAL PARCEL SERVICE, INC., and XXXXX STEEL, INC.
Dated this 19th day of February, 1996.
(Signed)
-----------------------
E. Xxxx Xxxxx, Jr.
(Signed)
------------------------
T. Xxxxx Xxxxx
