Exhibit 10.1
LEASE
THIS LEASE, made and entered into, in duplicate, this 1ST day of SEPT.,
1998 by and between XXXXX XXXXXX & XXXXXXX XXXX XXXXXXX, (hereinafter called
"Landlord") and THE ROSE GROUP CORP. (hereinafter called the "Tenant").
WITNESSETH
That for and in consideration of the mutual covenants herein contained
and the terms and conditions hereinafter set forth and the rent herein reserved,
the Landlord does by these presents lease and let unto the Tenant that certain
space designated as follows:
Suite E 2,000 sq. ft.
(Hereinafter called the "leased property").
1.) TERM OF LEASE. The term of this Lease shall be for a period of 1
years, beginning SEPTEMBER 1, 1998 and ending AUGUST 31, 1999.
2.) RENT. Tenant agrees to pay Landlord the following rental rates:
a.) The total rent for the first twelve (12) months shall be
payable in monthly installments of $975.00, plus applicable state sales tax.
b.) Upon full execution of this lease Tenant shall be granted
access and use of property.
c.) At the signing of this lease, Landlord acknowledges the
receipt of $2,018.25 representing the first month's rent plus $975.00 as
security deposit.
d.) After the first year of this Lease, the annual rent for each
additional year of the term hereof or any renewals provided for herein shall be
increased by a percentage equal to the total percentage increase in the Consumer
Price Index covering all urban customers, unadjusted, for the United States
using all items 1982-84 100% as a base, and using the percentage gain for the
previous twelve (12) month period ending three (3) months prior to the
commencement date of this Lease and each year thereafter. All as published by
the U.S. Department of Labor, Bureau of Labor Statistics.
e.) In addition to the rent, the following expenses are to be paid
by the Landlord or Tenant, as designated, as follows and Tenant agrees to insure
for the amount stated and includes Landlord as one of the named insured (if
applicable).
TAXES: TENANT LANDLORD
Real Estate ( ) (X)
Personal Property ( ) (X)
Sales, Florida (X) ( )
INSURANCE:
Personal Property (X) ( )
Public Liability (X) (X)
Fire & Ext. Cov. ( ) (X)
Furnishings (X) ( )
Plate Glass (X) (X)
MAINTENANCE:
A/C & Heat Equipment Exterior ( ) (X)
A/C & Heat Equipment Interior ( ) (X)
Building Exterior ( ) (X)
Building Interior ( ) (X)
Grounds & Planting ( ) (X)
Monthly Replacement of A/C Filter (X) ( )
UTILITIES:
Telephone (X) ( )
Electric (X) ( )
Gas/Fuel ( ) (X)
Sewer ( ) (X)
Water ( ) (X)
Refuse Collection (X) ( )
3.) MAINTENANCE, CARE, REPAIR, AND ALTERATION OF PREMISES. All
plumbing, heating and air conditioning shall be in good operating condition upon
surrender of the leased property to tenant. Subsequent to moving into the leased
premises, Tenant shall take good care thereof and shall, as its own cost and
expense, make all interior repairs to the leased premises (other than repairs
due to a common use by all occupants of the building rather than by Tenant),
including repairs to plumbing and air conditioning, and at the expiration of
said term the Tenant shall quit and surrender said premises in as good condition
as the use thereof will permit, reasonable wear and tear excepted. During the
term hereof, Tenant shall not make any alterations, additions or improvements in
said premises without the prior written consent of the Landlord, and all
alterations, additions or improvements which may be made by either of the
parties hereto, except movable furniture and equipment put in at the expense of
Tenant, but including any and all locks, plumbing fixtures or any other
improvements that Tenant may place or cause to be placed in the premises, shall
become a part of said premises and the property of Landlord and shall remain
upon and be surrendered with the premises as a part thereof at the termination
of this Lease. Any injury caused, by moving said movable furniture and equipment
in and out shall be repaired by said Tenant. In the event of any additions,
alterations or improvements by Tenant, Tenant agrees to keep said premises free
of liens and encumbrances and specifically agrees to indemnify Landlord from
loss suffered therefrom.
4.) COMPLIANCE WITH THE LAWS, ETC. Tenant, at its sole expense, shall
comply with all laws, orders and regulations of federal, state and municipal
authorities and with any direction of any public officer pursuant to law, which
shall impose any duty upon Landlord or Tenant with respect to the leased
property. Tenant shall, at its own expense, obtain all licenses or permits which
may be required for the conduct of its business within the terms of this Lease,
or for the making of repairs, alterations, improvements or additions not the
responsibility of Landlord; and Landlord, where necessary, will join with Tenant
in applying for all such permits or licenses.
5.) QUIET ENJOYMENT. Tenant, upon the payment of the rent herein
reserved and upon the performance of all the terms of this Lease, shall at all
times during the lease term and during any extension or renewal term, peaceably
and quietly enjoy the leased property, without any disturbance from Landlord or
from any other person or corporation claiming through Landlord.
6.) SIGNS. Tenant shall place no signs in the exterior windows, upon
the walls or roof of the property without the consent of Landlord in writing.
7.) RIGHT OF ACCESS. The Landlord and his agents and other
representatives shall have the right to enter into and upon the leased premises
or any part thereof at al reasonable hours, for the purpose of examining the
leased property or making such repairs or alterations therein as may be
necessary for the safety and preservation thereof. Landlord shall have full and
unrestricted access to all air conditioning and heating equipment and to all
utility installations servicing the leased premises. Landlord reserves the right
temporarily to interrupt, curtain or suspend air conditioning and heating
services and all other utility or other services because of accident or
emergency or for repairs or alterations, additions or improvements, or because
of Landlord's inability to obtain, or difficulty or delay in obtaining, labor or
materials necessary therefor, or because of any other cause beyond Landlord's
reasonable control; provided that Landlord will use his best efforts to limit
such stoppage to after office hours, will notify Tenant in advance, if possible,
of any such stoppage and, if ascertainable, its estimated duration, and will
proceed diligently with the work necessary to perform such services as promptly
as possible. No diminution or abatement of fixed rent or other compensation
shall be claimed by Tenant by reason of such interruption, stoppage or
curtailment, nor shall the same give rise to a claim in Tenant's favor that such
failure constitutes total or partial eviction; provided that if the leased
premises shall be completely untenantable for a continuous period of more than
seven (7) business days by reason of such stoppage, the fixed rent payable shall
xxxxx until the lease property becomes acceptable. During the six (6) months
next preceding the expiration of this Lease, Tenant shall permit inspection of
the leased property during business hours by or on behalf of prospective
tenants.
8.) INSURANCE. Tenant agrees to save Landlord harmless from any
liability by reason of personal injury to any person or persons inside the
boundaries of the space occupied by Tenant excluding any common area on or about
the premises, or property damage thereon, and to carry indemnity insurance
against said liability in an amount not less than $300,000 dollars for personal
injury and $500,000 dollars for property damage, and will furnish Landlord proof
thereof with Landlord as named insured. Landlord shall keep the building
containing the leased premises insured against loss or damage by fire and
extended coverage. Tenant shall maintain its own insurance to cover its own
personal property kept in the premises. Any changes of mode of business that
shall affect the present cost of fire and extended coverage shall be paid by
Tenant.
9.) SUB-LEASING. It is agreed that the said premises shall not be
assigned, under-let or sub-let, in whole or in part, without Landlord's written
consent to the assignment or transfer of this Lease or such under-letting or
sub-letting, which consent shall not be unreasonably withheld; and should such
written consent be granted by Landlord, then it is expressly understood that
such transfer, assignment, or subleasing shall not affect the primary obligation
of Tenant hereunder.
10.) DESTRUCTION OR DAMAGE. In the event of the total destruction of
the premises by fire or otherwise, this Lease shall cease, and the Tenant shall
be liable for the rent only up to the time of such destruction. If the said
premises or any part thereof shall be promptly repaired by Landlord, and an
abatement will be made for the rent corresponding with the time during which,
and to the extent to which, said premises may have been made untenantable, but
if the premises are not repaired and restored within 180 days from the date of
partial destruction, then at the option of the Tenant shall aggregate rent up
to the time of partial destruction and also a reasonable rent for such part of
the premises as may have ben occupied by Tenant thereafter.
11.) CONDEMNATION. If the leased property or any part thereof is taken
by eminent domain, this Lease shall expire on the date when said leased property
shall be so taken and the rent shall be apportioned as of that date. No part of
any award shall belong to Tenant, except the costs of improvements to the
property paid by Tenant.
12.) DEFAULT. If the leased property shall be deserted or vacated, or
if proceedings are commenced against Tenant in any court under a bankruptcy act,
or for the appointment of a trustee or receiver of Tenant's property, either
before or after commencement of the lease term, or if there shall be default in
the performance of any other covenants, agreement, condition, rule or regulation
or expenses to be paid by Tenant herein contained or hereafter established on
the part of Tenant for more than ten (10) days after written notice of such
default by Landlord, or if there shall be a default in the payment of rent or
any part thereof for more than three (3) days after written notice of such
default by Landlord, then Landlord shall have the right to re-enter or repossess
the leased property, either by force, summary proceedings, surrender or
otherwise, and dispossess and remove therefrom Tenant or other occupants thereof
and their effects, without being liable to any prosecution therefor. In such
case, Landlord, at his option, may relet the leased property or any part thereof
without being liable to any prosecution therefor. In such case, Landlord, at his
option, may relet the leased property or any part thereof as agent of Tenant,
and Tenant shall pay to Landlord the difference between the rent hereby reserved
and agreed to be paid Tenant for the portion of the term remaining at the time
of re-entry or repossession and the amount, if any, received or to be received
under such re-letting for such portion of the term.
13.) TERMINATION. The covenants and conditions herein contained shall
apply to and bind the heirs, successors, executors, administrators and assigns
of all the parties hereto.
14.) NOTICES. All notices called for herein shall be given to Lessor
at: 0000 Xxxxxx Xxxx Xxxxx, Xxxxxxxx, Xx. 00000
15.) SUBORDINATION. Tenant agrees to subordinate its interest under
this Lease to the lien of any mortgage Landlord might procure from a recognized
lending institution or source provided, however, Tenant shall be entitled to
remain in quiet possession of the premises hereby demised so long as it is in
full and complete compliance with the terms and conditions of this Lease.
16.) TIME OF ESSENCE. It is understood and agreed that time is of the
essence herein.
17.) NOTIFICATION UNDER FLORIDA RADIATION PROTECTION ACT- Florida
Statute 404.056 mandates that a prospective Tenant be notified that:
Radon Gas - Radon is 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 health unit.
The undersigned hereby acknowledge that they have received notification.
18.) ADDITIONAL CLAUSES:
IN WITNESS WHEREOF, the parties hereto have duly executed this Lease as of the
day and year first above written.
In the presence of:
/s/ Xxxx X. Xxxxxxxx /s/ Xxxxx X. Xxxxxx
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Witness LANDLORD
/s/ Xxxx X. Xxxxxxxx /s/ Xxxxxxx X. Xxxx
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Witness TENANT
