EXHIBIT 10.2
Business Lease
Agreement of lease, made this 1st day of April ,1994 between Southern
Mechanical Contractors, Inc.,("Landlord"), whose address is 0000 Xxxxxxx Xxxx
Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 and Palm Beach Plastics
Manufacturing, Inc., a Florida Corp., ("Tenant"),9056 Xxxxx Xxxxxxxx Xxxxx,
Xxxxx X-0 Xxxx Xxxxx Xxxxxxx, Xxxxxxx 00000.
PREMISES TERM
1. Landlord hereby leases to Tenant and Tenant hereby hires from Landlord, the
following property hereinafter referred to as ("Premises"), approx. 11,000 SF
at 0000 Xxxx Xxxxxxxxx, Xxxxxxx Xxxxx, Xxxxxxx 00000 for the term of Two (2)
years, commencing on the 1st day of July, 1994, and ending on the 30th day of
June, 1996.
RENT CHARGES
2. Tenant agrees to pay to Landlord, in United States currency, together with
all sales and use taxes levied upon the use and occupancy of the Premises, an
Annual Rent of: $41,250.00 payable in equal monthly installments of $3,437.50
+ sales tax, in advance on the first day of each month, except that Tenant
shall pay the first monthly installment on the signing hereof. If the monthly
payment of rent is not received by Landlord within ten (10) days from the date
it is due, a "late charge" of five (5%) percent of such payment shall be due
Landlord as additional rent. If any check received by Landlord from Tenant in
payment of any amount payable by Tenant under this Lease is returned by
Landlord's bank for non-sufficient funds, or for any reason whatsoever, a
service charge of Twenty-five Dollars ($25.00) for each such check shall be
due Landlord as additional rent. All rent shall be paid to Landlord without
demand, set-off or any deduction whatsoever, at address of the Landlord
hereinabove set forth or at such place as Landlord may designate.
PURPOSE
3. Tenant shall use and occupy the Premises only for Plastics Extrusion
Facility and for no other purpose.
DELAY IN DELIVERY OF POSSESSION
4. If Landlord is unable to give possession of the Premises on the date of
commencement of the term, because the occupant refuses to give up possession,
or for any other reason, Landlord shall not be liable for failure to deliver
possession on said date, but the rent payable hereunder shall be abated until
Landlord tenders possession to Tenant. The termination date of the Lease
shall not be extended.
SECURITY
5. Tenant has delivered to Landlord the sum of $3,000.00 for security for the
full and faithful performance by Tenant of the terms hereof, to be returned to
Tenant, without interest, after Tenant has vacated the Premises and upon the
full performance of the provisions of the Lease. Tenant shall not use the
security as rent.
ASSIGNMENT SUBLETTING
6. Neither Tenant nor Tenant's legal representatives or guarantors in interest
by operation of law or otherwise, shall assign, mortgage or otherwise encumber
this Lease, or sublet or permit all or part of the Premises to be used by
others, without prior written consent of Landlord in such instance, which
consent shall not be unreasonably withheld.
DEFAULT
7. A. Landlord may terminate the Lease on three (3) days' notice: (a) if rent
or additional rent is not paid within three (3) days after written notice from
Landlord; or (b) if Tenant shall have failed to cure a default in the
performance of any covenant of the Lease (except the payment of rent and
additional rent), within fifteen (15) days after written notice thereof from
Landlord, or if default cannot be completely cured in such time, if Tenant
shall not promptly proceed to cure such default within said fifteen (15) days,
or shall not complete the curing of such default with due diligence, or (c) if
a petition in bankruptcy shall be filed by Tenant or if Tenant shall make a
general assignment for the benefit of creditors; or (d) if a petition in
bankruptcy shall be filed against Tenant and such proceeding is not vacated
within thirty (30) days.
B. At the expiration of the three (3) day notice period, the Lease and any
rights of renewal or extension thereof shall terminate as completely as if
that were the date originally fixed for the expiration of the term of the
Lease, but Tenant shall remain liable as hereinafter provided.
RELETTING
8. If Landlord shall re-enter the Premises on the default of Tenant, by
summary proceedings or otherwise: (a) Landlord may re-let the Premises or any
part thereof, as Tenant's agent, in the name of Landlord for a term shorter or
longer than the balance of the term of the Lease; (b)Tenant shall pay landlord
any deficiency between the rent hereby reserved and the net amount of any
rents collected by Landlord for the remaining term of the Lease, through such
re-letting. Such deficiency shall become due and payable monthly, as it is
determined. In computing the net amount of rents collected through such re-
letting, Landlord may deduct all expenses incurred in obtaining possession on
re-letting the Premises, including attorney's and brokerage fees and costs of
restoring the Premises to a rentable condition.
LANDLORD MAY CURE DEFAULTS
9. If Tenant shall default in performing any covenant or condition of this
Lease, Landlord may perform the same for the account of Tenant, and Tenant
shall reimburse Landlord for any expense incurred.
REPAIRS, ALTERATIONS AND ADDITIONS
10. Tenant shall take good care of the Premises and the fixtures therein, and
at Tenant's sole cost shall make all repairs necessary to keep them in good
working order and condition, including structural repairs when those are
necessitated by the fault or negligence of Tenant, or Tenant's agents,
employees or invites. Tenant shall not make any alterations, additions or
improvements to the Premises without the prior written consent of Landlord.
LIENS
11.A. Tenant, at Tenant's expense, shall cause any lien filed against the
real property of which Premises are a part, for work or materials claimed to
have been finished to Tenant, to be discharged of record within ten (10) days
after notice thereof.
B. The interest of the Landlord shall not be subject to liens, notify
every contractor making such improvements of the provisions for improvements
made by Tenant in and to the Premises. Tenant shall set forth in the
preceding sentence of this sub-paragraph. The parties agree to execute,
acknowledge and deliver without charge a Memorandum of Lease, in recordable
form containing a confirmation that the interest of the Landlord shall not be
subject to liens for improvements made by Tenant to the Premises.
SIGNS AND ADVERTISING
12. No signs or advertising shall be placed on the exterior portion of the
premises or in windows by Tenant without prior written consent of Landlord,
which consent shall not be unreasonably withheld.
REQUIREMENTS OF LAW
13. Tenant, at Tenant's expense, shall comply with (a) all laws, orders and
regulations of any governmental authority having jurisdiction with respect to
the Premises or the use or occupancy thereof, and (b) all requirements of the
Board of Fire Underwriters, or any other similar body affecting the Premises.
UTILITIES AND SERVICES
14. Tenant shall pay for all utilities, including electricity, water and
sewer charges, consumed by Tenant during the term of the Lease, and shall pay
the cost of Tenant's garbage and trash collection. Interruption or failure of
any service required to be furnished to Tenant by Landlord if due to causes
beyond Landlord's control shall not entitle Tenant to any allowance of
reduction in rent.
SUBORDINATION
15. This Lease is subject and subordinate to all present and future mortgages
and other encumbrances affecting the real property of which the Premises form
a part, and to all renewals, modifications, consolidations, replacements and
extensions thereof. Tenant agrees to execute at no expense to Landlord any
instrument which may be deemed necessary by Landlord to further affect said
subordination of Lease.
DESTRUCTION OF PREMISES
16.A. If the Premises are damaged or destroyed so that the Premises are
rendered wholly untenantable, the rent shall be proportionally paid up to the
time of the casualty and thenceforth cease until the date when the Premises
have been repaired or restored by Landlord, provided, however, that in the
event the Premises have been rendered wholly untenantable, Landlord or Tenant
shall have the right to terminate the term of the Lease by giving notice to
the other of its exercise of such right at any time within thirty (30) days
after the occurrence of such damage or destruction. If this notice is given,
the term of the Lease shall terminate on the date specified in the notice,
(which shall be not more than fifteen days after giving such notice), as
fully and completely as if such date were the date set forth in the Lease. If
Tenant exercises the option to terminate the Lease, Tenant must immediately
vacate the Premises. If neither party has given the notice of termination as
herein provided, Landlord shall proceed to repair the Premises, and the Lease
shall not terminate.
B. If the Premises shall be partially damaged or partially destroyed, the
damage shall be repaired by and at the expense of Landlord and the rent until
such repairs are made shall be apportioned according to the part of the
Premises which is usable by tenant. Landlord shall not be liable for any
inconvenience or annoyance to Tenant resulting from such damage or the repair
thereof, and shall not be liable for any delay in restoring the Premises. If
the Premises are partially damaged or partially destroyed as a result of the
wrongful or negligent act of Tenant or any person on the Premises with
Tenant's consent, there shall be no apportionment or abatement of rent.
RADON GAS DISCLOSURE
17. 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 public county health unit.
CONDEMNATION
18. If the whole or any substantial part of the Premises shall be condemned
by eminent domain for any public or quasi-public purpose, this Lease shall
terminate on the date of the vacating of title, and Tenant shall have no claim
against Landlord for the value any of unexpired portion of the term of this
Lease, nor shall Tenant be entitled to any part of the condemnation award. If
less than a substantial part of the Premises is condemned, this Lease shall
not terminate, but rent shall xxxxx in proportion to the portion of the
Premises condemned.
RIGHT OF ENTRY
19. Landlord or Landlord's agents may enter the Premises at any reasonable
time, on reasonable notice to Tenant (except that no notice need be given in
case of emergency) for the purpose of inspection or making such repairs as
Landlord deems necessary or desirable. Landlord may show the Premises to
prospective purchasers and mortgagees and, during the six months prior to
termination of the Lease, prospective tenants during business hours upon
reasonable notice to Tenant.
INDEMNITY
20. Tenant shall indemnify, defend and save Landlord harmless from and
against any liability or expense arising from the use or occupation of the
Premises by Tenant, or anyone on the Premises with Tenant's permission.
FEES AND EXPENSES
21. If either party shall default in the performance of any provision of the
Lease on its part to be performed, or if either party is required to take any
action to enforce the Lease, or to defend the validity of or interpret the
Lease, then the prevailing party shall be entitled to recover all costs and
expense incurred thereby, including court costs and reasonable attorney's
fees.
END OF TERM
ABANDONED PROPERTY
22. At the end of the term, Tenant shall vacate and surrender the Premises to
Landlord, broom clean, and in as good condition as they were at the beginning
of the term, ordinary wear and tear, and damage by fire and other elements
excepted, and Tenant shall remove all of Tenant's property. All property,
installations and additions required to be removed by Tenant at the end of the
term which remain in the Premises after Tenant has vacated shall be considered
abandoned by Tenant and, at the option of Landlord, may either be retained as
Landlord's property or may be removed by Landlord at Tenant's expense.
JURY WAIVER
23. Landlord and Tenant hereby waive trial by jury in any action, proceeding
or counterclaim brought by either party against the other pertaining to any
matters whatsoever arising out of or in any way connected with the Lease or
Tenant's use and occupancy of the Premises other than an action for personal
injury.
QUIET ENJOYMENT
24. Landlord agrees with Tenant that upon Tenant paying the rent and
performing all of the terms, covenants and conditions of the Lease on Tenant's
part to be performed, Tenant may peaceably and quietly enjoy the Premises.
HOLDING OVER DOUBLE RENT
25. If Tenant holds over and continues in possession of the Premises, or any
part thereof, after the expiration or termination of the Lease without
Landlord's permission, Landlord may recover double the amount of the rent and
additional rent due for each day Tenant holds over and refuses to surrender
possession. Such daily rent shall be computed by dividing the rent and
additional rent for the last month of the Lease by fifteen.
NO WAIVER OF LEASE TERMS
26. The failure of Landlord or Tenant to take any action against the other
for violation of any of the terms of the Lease shall not prevent a subsequent
act of a similar nature from being a violation of the Lease. No act or
agreement to accept surrender of the Premises from Tenant shall be valid
unless evidenced by a writing signed by Landlord.
"AS IS"
27. Tenant has inspected the Premises and is familiar and satisfied with its
present condition.
BROKER
28. Tenant represents to Landlord that Tenant has not dealt with any broker
in connection with this transaction other than Xxxxxxx-Xxxxx-Xxxxxxx
and Landlord agrees to pay said broker, who is acting herein as Landlord's
agent, a commission.
NOTICES
29. Any notice by either party to the other shall be in writing and mailed by
registered or certified mail, return receipt requested, to the address above
set forth, or to such other address as either party may designate in writing.
Each notice shall be deemed given on the next business day following the date
of mailing. Any notice by Landlord to Tenant shall be deemed given if
personally delivered to Tenant at the Premises.
NO ORAL AGREEMENTS SUCCESSOR INTERESTS
30. The agreements contained in this Lease set forth the entire understanding
of the parties, shall be binding upon and shall inure to the benefit of the
respective heirs, successors, assigns and legal representatives of the parties
herein and shall not be changed or terminated orally.
SEE ADDENDUM ATTACHED HERETO.
IN WITNESS WHEREOF, the parties have executed the Lease as of the day and year
first above written.
Witnessed by:
/s/ Xxxxxxx Peterson________
____________________ Tenant
____________________________
____________________ Landlord
ADDENDUM TO BUSINESS LEASE BETWEEN
Southern Mechanical Contractors, Inc. (LANDLORD)
and
Palm Beach Plastics Manufacturing, Inc. a Florida Corporation (TENANT)
THIS ADDENDUM, entered into this 13th day of April, 1994 is attached to
and made part of that certain Business Lease of even date between Southern
Mechanical Contractors, Inc., hereinafter referred to as "LANDLORD", and Palm
Beach Plastics Manufacturing, Inc., a Florida Corporation, hereinafter
referred to as "TENANT", and relating to the property located at 0000 Xxxx
Xxxxxxxxx, Xxxxxxx Xxxxx, Xxxxxxx 00000.
In addition to the terms and provisions set forth in the Business Lease
to which this Addendum is attached, the LANDLORD and TENANT agree to the
following terms, provisions, and conditions. In the event of any
inconsistencies or conflicts between the Business Lease and this Addendum, it
is the intention of the parties that the Addendum shall control.
31. Upon signing, Tenant has paid a security deposit of $3,000.00. Tenant
shall also pay the first month's rent plus sales tax ($3,643.75) no later than
May 1, 1994.
32. Provided Tenant does not interfere with Landlord's installation of fire
sprinklers and other upgrades, Tenant shall have right to occupy premises
immediately after lease execution for the purpose of cleaning the premises and
installing Tenant's equipment.
33. Provided the lease is in good standing and Tenant is not in default
hereunder, Tenant may extend lease for two (2) additional three (3) year
terms, provided that Tenant gives notice to Landlord via certified mail,
return receipt requested, of Tenant's intention to exercise the option term
not less than ninety days prior to commencement of the option term. The
monthly rent for the option terms shall increase (never decrease) based on the
CPI with the base year being 1994. In no case would either option term
increase exceed ten (10%) percent of the previous term's gross rent.
34. Landlord agrees to fully absorb the cost of a fire sprinkler system (if
required for Tenant's operation), to meet all codes, no later than May 31,
1994.
35. Tenant shall be permitted to upgrade the current electrical system to a
three (3) phase system up to 460 volts. Landlord will reimburse Tenant the
cost of this upgrade as a credit towards last month's rent not to exceed
$3,000.00.
36. Provided there are no unusual requirements due to the Tenant's operation,
Landlord agrees to upgrade the facility to meet any additional code
requirements which may be required by the County or Municipality, including
but not limited to, handicap access.
37. Tenant shall have the Right of First Refusal for four thousand (4,000)
additional square feet of contiguous space under the same terms and conditions
of the existing lease. Should Landlord receive from a third party a signed
offer to lease said 4,000 square feet of contiguous space, Tenant shall within
five (5) days of receiving notice, notify Landlord of Tenant's intention to
lease said space.
38. Landlord shall be responsible for paying yearly property taxes, hazard
insurance, and exterior maintenance. Tenant shall be responsible for paying
all other expenses, including, but not limited to, electric, air-conditioning
maintenance, water and sewer, trash collection, alarms if any, interior
plumbing, and liability and contents insurance.
39. Should Tenant or their assigns ever purchase the leased premises from
Landlord, Xxxxxxx-Xxxxx-Xxxxxxxx shall receive 6% of the purchase price in
cash at closing.
LANDLORD: Southern Mechanical Contractors, Inc.
By: /s/ Xxxxxx Xxxxxxxxxx
TENANT: Palm Beach Plastics Manufacturing, Inc.,
a Florida Corporation, Inc.
By: /s/ Xxxxxxx Xxxxxxxx
ADDENDUM TO BUSINESS LEASE
THIS ADDENDUM TO BUSINESS LEASE entered into this 9th day of January,
1996, by and between SGB INVESTMENTS, INC., (hereinafter Landlord) and
CLEARSHIELD MANUFACTURING CORP., hereinafter (Tenant).
WHEREAS, on April 1, 1994, SOUTHERN MECHANICAL CONTRACTORS, INC., as
Landlord and PALM BEACH PLASTICS MANUFACTURING, INC., a Florida Corporation;
as Tenant entered into this business lease; and
WHEREAS, SOUTHERN MECHANICAL CONTRACTORS, INC., has assigned all of its
rights in the business lease to SGB INVESTMENTS, INC., a Florida Corporation;
and
WHEREAS, PALM BEACH PLASTICS MANUFACTURING, INC., a Florida Corporation
has changed its legal name to CLEARSHIELD MANUFACTURING CORP., and
WHEREAS, Landlord and tenant desire to amend the business lease and all
addendum as set forth below.
THEREFORE, for good and valuable considerations, the parties agree as
follows:
1. Landlord agrees to lease to Tenant and Tenant agrees to lease from
Landlord the entire leased premises of Landlord which is legally described as
follows:
LEGAL DESCRIPTION
The East 150 feet of the West 340 feet of the following described
property:
The West 655 feet of the East 1,440.96 feet of the North Half of the
South Half of the North Half of the Northwest Quarter of Section 00,
Xxxxxxxx 00 Xxxxx, Xxxxx 42 East, Palm Beach County, Florida
a/k/a 0000 Xxxx Xxxx., Xxxxxxx Xxxxx, Xxxxxxx 00000
2. The leased premises includes a building located thereon which has
approximately 19,2000 square feet.
3. Tenant agrees to pay to Landlord, in U.S. Currency together with all
sales and use taxes levied upon the use and occupancy of the leased premises,
annual rent of $72,000.00 payable monthly in the amount of $6,000.00 per month
plus sales tax.
4. Landlord's requirement that Tenant's rental payments be in the form
of Certified or Cashier's Check is hereby waived, as Landlord will accept
Tenant's business checks. However, subsequent to the date of this Addendum,
if Tenant should deliver a check to Landlord, which check is returned for
insufficient funds or is returned for any other reason other than the fault of
Landlord, then Landlord shall be entitled to demand all future rental payments
to be paid in the form of either Cashier's check or Certified check, provided
such demand is made by Landlord to Tenant in writing by Certified Mail Return
Receipt Requested.
5. Landlord acknowledges that Tenant, at Tenant's sole expense, will
construct a twelve (12') foot by (12') foot opening on a wall running east and
west and located approximately forty (40') feet north of the southern most
exterior wall of the building located upon the leased premises. All such
improvements and work shall be performed according to all local building
codes. Prior to commencing the construction work, Tenant shall contact
Landlord and make arrangements with Landlord so that Tenant can show Landlord
the exact location of the improvements.
6. Except as amended by this Addendum, all provisions of the Business
Lease dated April 1, 1994 between SOUTHERN MECHANICAL CONTRACTORS, INC., as
Landlord and PALM BEACH PLASTICS MANUFACTURING, INC., as Tenant and all
addendums thereafter shall remain in full force and shall be binding on the
parties to this Addendum.
IN WITNESS WHEREOF, the parties have executed this Addendum to Lease as
of the day and year first above written.
WITNESSED BY: CLEARSHIELD MANUFACTURING CORP.
_________________________ By: /s/ Xxxxxxx Xxxxxxxx
_________________________ as President
SGB INVESTMENTS, INC.
_________________________ By: /s Xxxxxx Xxxxxxxxxx
_________________________ as President
ADDENDUM TO BUSINESS LEASE
THIS ADDENDUM TO BUSINESS LEASE entered into this _____ day of July, 1996,
by and between SGB INVESTMENTS, INC., (hereinafter Landlord) and CLEARSHIELD
MANUFACTURING CORP., hereinafter (Tenant).
WHEREAS, on April 1, 1994, SOUTHERN MECHANICAL CONTRACTORS, INC. as
Landlord and PALM BEACH PLASTICS MANUFACTURING, INC., a Florida corporation as
Tenant entered into a business lease (Lease); and
WHEREAS, SOUTHERN MECHANICAL CONTRACTORS, INC., has assigned all of its
rights in the business lease to SGB INVESTMENTS, INC., a Florida corporation;
and
WHEREAS, PALM BEACH PLASTICS MANUFACTURING, INC., a Florida corporation
has changed its legal name to CLEARSHIELD MANUFACTURING CORP.; and
WHEREAS, Landlord and Tenant desire to amend the business lease and all
addendum as set forth below.
THEREFORE, for good and valuable considerations, the parties agree as
follows:
1. This Addendum to Business Lease relates to that certain property
described as follows:
The East 150 feet of the west 340 feet of the following property:
The West 655 feet of the East 1,440.96 feet of the North Half of the
South Half of the North Half of the Northwest Quarter of Section 36,
Township 42 south, Range 00 Xxxx, Xxxx Xxxxx Xxxxxx, Xxxxxxx.
a/k/a 0000 Xxxx Xxxx., Xxxxxxx Xxxxx, Xxxxxxx 00000
2. Commencing August 1, 1996, Tenant agrees to pay Landlord, in U.S.
Currency, together with all sales and use taxes levied upon the use and
occupancy of the leased premises, annual rent of $76,800.00 payable monthly in
the amount of $6,400.00 per month plus sales tax.
3. Tenant's option to extend the term of the Lease Agreement as set
forth in that certain Addendum to Business Lease between SOUTHERN MECHANICAL
CONTRACTORS, INC., as Landlord and PALM BEACH PLASTICS MANUFACTURING, INC., a
Florida corporation, as Tenant, dated April 13, 1994 is hereby terminated.
4. The term of the Lease Agreement between Landlord and Tenant is hereby
executed to July 31, 1998.
5. Except as amended by this Addendum, all provisions of the Business
Lease dated April 1, 1994 between SOUTHERN MECHANICAL CONTRACTORS, INC., As
Landlord and PALM BEACH PLASTICS MANUFACTURING, INC. as Tenant and all
addendums thereafter shall remain in full force and shall be binding on the
parties to this Addendum.
IN WITNESS WHEREOF, the Parties have executed this Addendum to Lease as
of the day and year first above written.
WITNESSED BY: CLEARSHIELD MANUFACTURING CORP.
/s/ Xxxxxxxx X. Xxxxxx By: /s/ Xxxxxxx Xxxxxxxx
as President
_________________________
SGB INVESTMENTS, INC.
/s/ Xxxxx Xxxxxxxxxx By: /s/ Xxxxxx Xxxxxxxxxx
as President
_________________________
