Exhibit 10.4
ADDENDUM TO STANDARD OFFICE BUILDING LEASE
BRANDYWINE CENTRE II
Addendum made as of the 1st day of October, 2000, by and between
Brandywine Centre II, Ltd., 000 Xxxxx Xxxxxxx Xxxxx, Xxxxx 0000, Xxxx Xxxx
Xxxxx, Xxxxxxx 00000 ("Lessor") and XxxXxx.Xxx, Inc., a Nevada corporation, 000
Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxx Xxxx Xxxxx, Xxxxxxx 00000 ("Lessee") to the
Standard Office Building Lease between Lessor and Lessee dated of even date
herewith (the "Lease Agreement").
The Lease Agreement between Lessor and Lessee is hereby amended as
follows:
1. Lessor warrants and represents to Lessee that (i) at the time of the
commencement of the Term the Leased Premises (including, without limitation, all
heating, ventilation and air conditioning systems, and other Building mechanical
systems) shall be in good working order and repair, and (ii) the Leased Premises
shall be suitable for general office purposes.
2. Lessor shall maintain and keep in good order and repair (and shall
put in repair when necessary) the walls, structure, foundation, roof, plumbing,
electrical and heating, ventilation and air conditioning system of the Building;
and equipment, fixtures and appurtenances to said systems, and the other
installations serving more than one tenant in the Building. Landlord shall make
all other repairs to the Leased Premises except those specifically required by
the Lease Agreement to be made by the Lessee.
3. Notwithstanding anything to the contrary in the Lease Agreement,
the Lessee's pro rata share of expenses described in Section 3(D) shall be
determined by a fraction the numerator of which shall be the square feet of Net
Rentable Area of the Leased Premises and the denominator of which shall be the
lower of the total net rentable area of the Building or the leased area of the
Building, but never less than 58,805 square feet.
4. Notwithstanding anything to the contrary in Article 3(C) of the
Lease Agreement, it is the intention of the Lessor and the Lessee that the
Lessor shall have the right to enter into an agreement with the owner of
Brandywine Centre I to combine and share expenses and other costs physically
common to both buildings, but not other common area and other costs and expenses
of Brandywine Centre I.
5. The Lessor shall include in the Building directory the name of the
Lessee's president or another officer designated by the Lessee.
6. Notwithstanding anything to the contrary in Article 14 of the Lease
Agreement, the Landlord's rights set forth in that Article 14 shall be available
only if the rent or the charges described therein shall remain due and unpaid
for ten (10) days after the same shall become due and payable.
7. The third paragraph of Article 15 is amended by adding, after the
words "without any liability to the Lessor therefor", the words "provided that
they do not substantially interfere with Lessee's quiet enjoyment of the Leased
Premises or unless-in Lessor's sole determination an
emergency situation exists which requires the Lessor to make alterations and
repairs to the Building."
8. Notwithstanding anything to the contrary in Article 19, it is the
intention of the parties that Lessee shall have the obligation to deliver to the
Lessor's mortgagee or trustee under a deed of trust a copy of any notice that
Lessee delivers to Lessor, which notice alleges a default by Lessor under the
Lease, provided that Lessor shall first have provided Lessee with the name and
address of any such mortgagee or trustee. Also in Article 19, the following
sentence shall be added to the end of Article 19: "Notwithstanding any such
subordination, Lessee's right to occupy the Leased Premises shall continue in
accordance with the Lease."
9. Article 20 of the Lease shall be amended by adding, after the words
"first obtained in each case" in the second line, the words 'which shall not be
unreasonably withheld...".
10. Article 30 of the Lease Agreement is deleted in its entirety.
11. Notwithstanding anything to the contrary in Article 41 of the Lease
Agreement, the Lessor's right to substitute space shall be limited to space in
the Building. Lessor shall be liable for, and shall pay to Lessee on demand, all
costs of Lessee's relocation.
12. Notwithstanding anything to the contrary in Article 50 of the Lease
Agreement, it is agreed that the covenants and representations made by the
individual officer executing the Lease Agreement on behalf of the Lessee shall
be deemed made only, and shall specifically be limited, to the Lessee, and
further, that such individual shall not have any personal liability whatsoever
for any reason to the Lessee or any other party under Article 50 or otherwise by
reason of his execution of the Lease Agreement on behalf of the Lessee.
In the event of any conflict between the provisions of this Addendum
and the Lease Agreement as originally executed by the parties, the provisions of
this Addendum shall control.
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IN WITNESS WHEREOF, the parties have executed this Addendum to Standard
Office Building Lease as of the _____ day of October, 2000.
WITNESS: LESSOR:
BRANDYWINE CENTRE II, LTD.
By: Brandywine Trust, General Partner
------------------------------ -----------------------------------------
Xxxx X. Xxxxx, Trustee
LESSEE:
XXXXXXX.XXX, INC., a Nevada corp.
------------------------------ -----------------------------------------
Xxxxxxxxxxx Xxxxx, President
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BRANDYWINE CENTRE II
STANDARD OFFICE BUILDING LEASE
THIS LEASE AGREEMENT (sometimes hereinafter referred to as the "Lease")
made and entered into this 1st day of October, 2000, by and between BRANDYWINE
CENTRE II, LTD. (hereinafter called "LESSOR"), whose address for purposes hereof
is 000 X. Xxxxxxx Xxxxx, Xxxxx 0000, Xxxx Xxxx Xxxxx, Xxxxxxx 00000 and
XXXXXXX.XXX, INC., a Nevada corporation (hereinafter called "LESSEE"). LESSEE'S
address, for purposes hereof until commencement of the terms of this Lease,
being 000 Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxx Xxxx Xxxxx, XX 00000 and thereafter
being that of the "Building" (hereinafter defined), or such address as may be
specified in writing by LESSEE.
WITNESSETH
1. LEASED PREMISES: Subject to and upon the terms, provisions,
covenants and conditions hereinafter set forth, and each in consideration of the
duties, covenants and obligations of the other hereunder, LESSOR does hereby
lease, demise and let to LESSEE and LESSEE does hereby lease, demise and let
from LESSOR those certain premises (hereinafter sometimes called the "Premises"
or "Leased Premises") in that certain building (hereinafter sometimes referred
to as Building II or "Building") which is part of BRANDYWINE CENTRE II, as
hereinafter defined, located at 000 Xxxxxxx Xxxxxxxxx, Xxxx Xxxx Xxxxx, Xxxxxxx,
such Leased Premises being more particularly described as follows:
1,100 square feet of Net Rentable Area (hereinafter defined) located on
the 2nd floor of the Building as reflected on the floor plan of such Leased
Premises, attached hereto as Exhibit A and made a part hereof.
The terms "Net Rentable Area" as used herein, shall refer to all area
measured from the outside surface of the outer glass or finished walls of the
Building to the outside surface of the opposite outer wall, glass, or to the
midpoint of the walls separating the Leased Premises of adjacent tenants. The
term "Net Rentable Area" includes a pro rata share of all common facilities
located on tenants floor such as, but not limited to, bathrooms, hallways and
service facilities, their rent and expenses of which are to be shared by LESSEE
proportionately. No deductions from Net Rentable Area are made for columns or
projections necessary to the Building. The Net Rentable Area in the Leased
Premises has been calculated on the basis of the foregoing definition and is
hereby stipulated for all purposes hereof to be 1,100 square feet, whether the
same should be more or less as a result of minor variations resulting from
actual construction and completion of the Leased Premises for occupancy so long
as such work is done substantially in accordance with the approved plans.
2. TERM: This Lease shall be for a term of two (2) years, commencing on
the 15th day of October 2000, and ending on the 14th day of October, 2002
(hereinafter referred to as the "Lease Term" or "Term"), unless sooner
terminated or extended as provided herein, and subject to adjustment as noted in
Section 8 herein.
3. (A) RENTAL: LESSEE agrees to pay LESSOR a Base Annual Rental
("Rental")
of Fifteen Thousand Four Hundred and 00/l00 Dollars ($15,400.00), payable in
advance in twelve (12) equal monthly installments of One Thousand Two Hundred
Eighty-Three and 33/100 Dollars ($1,283.33) due on the first day of each and
every calendar month of the term of this Lease, without any demand, notice
offset or deduction whatsoever, in lawful (legal tender for public or private
debts) money of the United States of America, at the Management Office of LESSOR
or elsewhere as designated from time to time by LESSOR'S written notice to
LESSEE.
In addition to the Base Annual Rental, LESSEE shall and hereby agrees
to pay to LESSOR on the first day of each month a sum equal to any sales tax,
tax on Rentals, and any other charges, taxes and/or impositions, now in
existence or hereafter imposed based upon the privilege of renting the space
leased hereunder or upon the amount of Rental collected therefor.
Nothing herein shall, however, be taken to require LESSEE to pay any
part of any Federal and/or State Taxes on income imposed upon LESSOR.
The Rental is subject to a cost of living increase, as set forth in
Section 5 herein.
3. (B) PRO RATA SHARE OF EXPENSES AS ADDITIONAL RENT: In addition to
the rent and other sums to be paid hereunder by LESSEE, LESSEE shall pay a pro
rata share of the following expenses of LESSOR related to Building II and/or the
common areas of BRANDYWlNE CENTRE II. LESSEE'S pro rata share shall be the
product obtained by multiplying the total of such expenses by a fraction, the
numerator of which shall be the square feet of Net Rentable Area of the Leased
Premises and the denominator of which shall be the total leased area of Building
II, as hereinafter defined, subject to the provisions of Section 3(C). For
purposes hereof, the leased area in Building II shall never be less than 46,425
square feet or more than 61,900 square feet.
It is expressly understood that the expenses for which the LESSEE shall
pay a pro rata share according to the aforesaid formula include but are not
limited to the following:
(1) Ad Valorem Real Property Taxes and Assessments. LESSEE shall pay
its pro rata share of all real property taxes and any Tangible Personal Property
Taxes which may be levied or assessed by any lawful authority against the land
and improvements. A tax xxxx or photocopy thereof submitted by LESSOR to LESSEE
shall be sufficient evidence of the amount of taxes assessed or levied against
the parcel or real property to which the xxxx relates. It is understood that the
taxes herein referred to shall be the taxes on the property known as BRANDYWINE
CENTRE II (see Exhibit B-1 attached hereto and made a part hereof), however,
this Section shall be subject to the provisions of Section 3(C).
(2) Insurance. LESSEE shall pay its pro rata share of the cost of
insurance against casualty, liability, loss or damage to the Building of which
the leased premises are a part, to the extent of the full insurable value
thereof, subject to the provisions of Section 3(C).
(3) Utilities. LESSEE shall pay its pro rata share of the cost of all
utilities including electricity, water, gas, fuel, trash and garbage collection
fees, homeowners association fees, drainage district tax, and any sewer service
charges for the Building as shown on Exhibit X-x (however, this clause is
subject to the provisions of Section 3(C)).
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(4) General Services and Expenses. LESSEE shall pay its pro rata share
of general services and expenses provided for the benefit of all lessees of the
Building including, but not limited to, the following:
(a) Janitorial services for the Building.
(b) Maintenance and repair of all the common areas and
equipment.
(c) Landscaping maintenance, supplies and refurbishing.
(d) Cleaning of the parking area.
(e) Painting, window washing and other cleaning and
refurbishing as frequently as necessary to maintain a
neat appearance of the common areas.
(f) Operatorless elevator service and maintenance.
(g) Standard supplies for restrooms and other public
portions of the Building and the property.
(h) Maintenance of air conditioning, heating, sprinkler,
security and other mechanical systems for all areas.
(I) Building management fees at a rate not to exceed five
(5%) percent of the Annual Rental. In addition,
included herein are releasing and renewal leasing
fees at a rate not to exceed prevailing market.
(j) Security expenses.
(k) Reserve for renewal, replacement and capital
improvements of ten (10%) percent of annual expenses
excluding the reserve for renewal and replacement.
All of the above expenses stated in Section 3(B)(I) through (4), along
with any other expenses, are subject to the provisions of Section 3(C) below.
The costs to be shared on a pro rata basis by LESSEE shall not include
payments of principal and interest on any mortgage or deed of trust upon the
buildings, the cost of capital improvements in excess of reserves for such and
the costs of improvements made for particular tenants.
LESSOR does not warrant that any of the services above mentioned will
be free from interruptions caused by repairs, renewal, improvement, alterations,
strikes, lockouts, accidents, inability of LESSOR to obtain fuel or supplies or
any other causes or causes beyond the reasonable control of LESSOR. Any such
interruption of service shall never be deemed an
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eviction or disturbance of LESSEE'S use and possession of the premises or any
part thereof or render the LESSOR liable to the LESSEE for damages or relieve
the LESSEE from performance of the LESSEE'S obligations under this Lease,
provided that LESSOR will make, at all times, reasonable efforts to promptly
remedy any situation which might interrupt such services.
3. (C) BRANDYWINE CENTRE I: The LESSEE hereunder hereby acknowledges
that Brandywine Centre I, Ltd., developed and constructed an office building
adjacent to BRANDYWINE CENTRE II called BRANDYWINE CENTRE I, the legal
description of which is more particularly described on Exhibit B-2 attached
hereto and made a part hereof.
Notwithstanding anything herein to the contrary, LESSOR has the right,
but not the obligation, to enter into an agreement with the Owner (as
hereinafter defined) of BRANDYWINE CENTRE I, to combine and share all common
area expenses and any other costs and expenses related to BRANDYWINE CENTRE I
and BRANDYWINE CENTRE II (collectively referred to as "Centre"). In the event
that an agreement to share expenses as contemplated above is entered into, such
shared expenses shall include, but not be limited to, those items listed in
Section 3(B)(1) through (4) and LESSEE'S pro rata share of expenses shall be
recalculated in accordance with the following formula:
(i) LESSEE'S pro rata share shall be the product obtained by
multiplying the total of all expenses relating to the Centre, by a fraction, the
numerator of which shall be the square feet of Net Rentable Area of the Leased
Premises and the denominator of which shall be the total of the Total Leased
Area in Building I and Building II;
(ii) For purposes hereof the Total Leased Area in the Centre
shall never be less than 96,850 square feet nor more than 123,800 square feet.
3. (D) OTHER PROVISIONS AFFECTING RENTAL PAYMENTS AND ADDITIONAL RENT:
Notwithstanding anything in the foregoing to the contrary, the LESSEE'S
obligation under Section 3(B) and/or Section 3(C) shall, from the commencement
date of this Lease to the end of the first calendar year, be estimated at $7.75
per square foot per year of Net Rentable Area as defined in Section 1.
Thereafter, commencing on the first day of January after commencement of the
Lease and throughout the term of this Lease, LESSOR shall estimate the pro rata
share of all expenses due from LESSEE in advance for each year and will notify
LESSEE of its pro rata share thereof for said year and each subsequent year.
LESSEE shall pay said estimate, in advance, in monthly installments as
hereinafter set forth. LESSOR may revise said estimate at any time during the
year and LESSOR shall make any adjustments between the amount so paid and the
actual expenses, adjusting LESSEE'S account for any credit or debit due LESSEE
promptly after such adjustments are established. A statement of the estimated
expenses, and a statement of the actual expenses, shall be rendered to LESSEE by
LESSOR and all records shall be available to LESSEE for inspection at LESSOR'S
office during normal business hours. The rent under this Section shall be paid
by LESSEE to LESSOR without notice or demand and without abatement, deduction or
set-off in monthly installments, in advance on the first day of each calendar
month during the term of this Lease as provided for herein. It is clearly
understood that, with regard to all sums due from LESSEE under the provisions of
this Lease, in addition to the Rental, LESSOR shall have all the rights and
remedies provided herein or by law for the purposes of collection hereof. The
provisions for the payment
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of all sums due under this Section in monthly installments is a privilege for
the benefit of LESSEE, and in the event of failure to make such timely payment,
Section 14 shall apply.
It is the purpose and intent of LESSOR and LESSEE that the base annual
rental payment shall be absolutely net to LESSOR so that this Lease shall yield
net to LESSOR the minimum base annual rental specified in Section 3A (Rental),
and each year during the term of this Lease as may be adjusted according to the
terms herein and that all costs, fees, expenses, reimbursements, and obligations
of every kind and nature whatsoever relating to the leased premises which may
arise or become due during or out of the term of this Lease shall be paid or
discharged by the LESSEE as additional rent. LESSEE hereby agrees to indemnify
and to save LESSOR harmless from and against any such costs, fees, expenses,
reimbursements and obligations and any interest that may accrue thereon.
LESSORS services as stated herein shall be provided as long as the
LESSEE is not in default under any of the terms, provisions, covenants and
conditions of this Lease, subject to interruption caused by repairs, renewals,
improvements, changes of services, alterations, strikes, lockouts, labor
controversies, inability to obtain fuel or power, accidents, breakdowns,
catastrophes, national or local emergencies, acts of God and conditions and
causes beyond the control of LESSOR and, upon such happening, no claim for
damages or abatement of rent for failure to furnish any such service shall be
made by the LESSEE or allowed by the LESSOR.
Any category or type of expense allowed under Section 3 of this Lease
to be included in the calculation of LESSEE'S pro rata share of expenses, which,
during period in which the Building is less than fully tenanted, accrues at a
rate per square foot which either exceeds or is less than the rate per square
foot at which such category or type of expense would accrue if the Building were
fully tenanted, shall be adjusted upward or downward to the rate per square foot
incurred with a fully tenanted Building. The purpose of this provision is to
ensure that neither LESSOR or LESSEE is burdened with a disproportionate share
of expenses for costs or expenses having rates of accrual, which may vary with
changes in tenancy levels.
The obligations of LESSOR and LESSEE under this Article shall survive
the expiration or other termination of this Lease.
LESSEE shall be required to pay LESSOR interest on any Rental and pro
rata share of assessments due that remains unpaid five (5) days after due date.
Said interest will be computed at the highest rate permitted by law.
4. SECURITY DEPOSIT: None.
5. RENT ADJUSTMENT AFTER OCCUPANCY: In the event this Lease is for a
term which exceeds one (1) year in length, the Rental provided for in Section 3A
shall be increased by the percentage of increase in the "Consumers Price Index"
(1982-84: l00) published by the Bureau of Labor Statistics of the United States
Department of Labor by comparing the index for the first month of the term of
this Lease, with the index for the first month of the next succeeding one (1)
year period or part thereof. The intent of this Provision is to provide for an
increase in Rental payment by the LESSEE if the cost of living index has gone up
on each succeeding anniversary of this Lease. Notwithstanding any possible
provision to the contrary
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contained herein, the Rental payable hereunder during any year of this Lease
shall not be reduced despite any decrease which may be shown by the Consumer
Price Index.
In the event that the Price Index ceases to use the 1982-84 average of
one hundred (100) as the basis of calculation, or if a substantial change is
made in the terms of particular items contained in the Price Index then the
Price Index shall be adjusted to the figure that would have been arrived at had
the change in the manner of computing the Price Index in effect at the
commencement of the full term of this Lease, not been effected. In the event
that such Price Index (or successor or substitute Price Index) is not available,
a reliable governmental or other non-partisan publication evaluating the
information theretofore used in determining the Price Index shall be used.
Notwithstanding anything contained herein, there shall be a minimum annual
increase in the Base Annual Rental of three (3%) percent in excess of the prior
year's Base Annual Rental and a maximum annual increase in the Base Annual
Rental of seven (7%) percent in excess of the prior year's Base Annual Rental.
6. USE: The LESSEE will use and occupy the Leased Premises for the
following use or purpose and for no other use or purpose: General Business
Office.
7. IMPROVEMENTS: LESSOR shall provide Premises to LESSEE in an "as is"
condition. LESSEE shall maintain all improvements installed in accordance with
said plans. The plans for LESSEE'S interior improvements shall be approved by
LESSOR and the City of West Palm Beach prior to commencement of construction on
LESSEE'S interior improvements.
Should LESSEE desire water and sewer services within the leased
premises, said installation and connection shall be at LESSEE'S sole expense.
LESSEE shall be responsible for damages, if any, to the common areas of the
Buildings or to the other leased premises, as a result of the original
installation, leaks, water pipe breakage or other failure in the system which
may occur after the original installation.
All tenant improvements made to the Leased Premises shall be
constructed by LESSOR'S General Contractor and shall be the property of the
LESSOR during the Term of this Lease and shall remain the property of the LESSOR
upon termination of this Lease.
8. POSSESSION AND COMMENCEMENT OF RENT: Anything to the contrary in
this Lease notwithstanding, it is understood and agreed between the LESSOR and
the LESSEE that the two (2) year Lease Term herein granted in Section 2 shall
commence October 1, 2000.
9. LESSEE'S RIGHTS AND RESTRICTIONS AS TO BUSINESS SIGNS: LESSEE may,
at its own expense, erect or place, of a quality and in a manner approved in
writing by LESSOR, and based on LESSOR'S building standard, signs concerning its
business on the entrance door of its office suite or as designated by LESSOR, it
being understood between the parties hereto that the maintenance of such signs
shall be kept in a good state of repair and LESSEE shall repair any damage that
may have been done to the premises by the erection, existence or removal of such
signs. At the end of the Lease Term, LESSEE shall remove the signs at its
expense. It is the intent of LESSOR to have uniform tenant signs.
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Except as provided above, no sign, notice or other advertisement shall
be inscribed, painted, affixed or displayed on any of the windows or on the
exterior of any of the doors of the subject premises, nor anywhere outside the
leased premises without prior written consent of LESSOR or its agents. LESSOR'S
consent to grant is absolute and need not be given.
LESSOR agrees that during the entire term of this Lease, LESSOR shall
make space available on the Building directory board for the names of LESSEE'S
firm, company, corporation or business entity.
10. CONDITIONS OF PREMISES: Taking possession of the Leased Premises by
LESSEE shall be conclusive evidence as against LESSEE that the Leased Premises
were in good and satisfactory condition when possession was so taken.
11. QUIET POSSESSION: Upon payment by LESSEE of the rental herein
provided and the pro rata expenses, and upon the observance and performance of
all terms, provisions, covenants and conditions on LESSEE'S part to be observed
and performed, LESSEE shall, subject to all of the terms, provisions, covenants
and conditions of this Lease Agreement, peaceably and quietly hold and enjoy the
Leased Premises for the term hereby leased.
12. TENANT ELECTRICAL: LESSEE shall use only office machines and
equipment that operate on the Building's standard electric circuits, but which
in no event shall overload the Building's standard electric circuits from which
the LESSEE obtains electric current or which will, in the opinion of the LESSOR,
interfere with the reasonable use of the Building by LESSOR or other tenants or
which shall create a hazard within the Leased Premises. LESSEE shall comply with
all Governmental mandates regarding temperature control.
13. CHARGES FOR SERVICES: It is understood and agreed upon between the
parties hereto that any charges against LESSEE by LESSOR for services or for
work done on the Leased Premises by order of LESSEE, or otherwise accruing under
this Lease, shall be considered as rent due and shall be included in any lien
for rent.
14. NON-PAYMENT: LESSEE agrees that LESSEE will promptly pay said rent
and pro rata expenses at the times and place stated herein; that LESSEE will pay
charges for work performed on order of LESSEE, and will pay any other charges
that accrue under this Lease; that, if any part of the rent or above mentioned
charges shall remain due and unpaid for five (5) days next after the same shall
become due and payable, LESSOR shall have the option of declaring the balance of
the entire rental and projected pro rata expenses for the entire term of this
Lease to be immediately due and payable, and LESSOR may then proceed to collect
all of the unpaid rent called for by this Lease by distress or otherwise.
15. ALTERATIONS AND REPAIRS: LESSEE will, at LESSEE'S own expense, keep
the Leased Premises in good repair and tenantable condition during the Lease
Term and will replace at its own expense any and all broken glass caused by
LESSEE in and about said Leased Premises.
LESSEE will make no alteration, additions or improvements in or to the
Leased Premises without the written consent to LESSOR, which shall not be
unreasonably withheld, and all
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additions, fixtures, carpet or improvements, except office furniture and
fixtures which shall be readily removable without injury to the Leased Premises,
shall be and remain a part of the Leased Premises at the expiration of this
Lease.
It is further agreed that this Lease is made by the LESSOR and accepted
by the LESSEE with the distinct understanding and agreement that the LESSOR
shall have the right and privilege to make and build additions to the Building,
of which the Leased Premises are a part, and make such alterations and repairs
to said Building as it may deem wise and advisable without any liability to the
LESSEE therefor.
16. LIENS: LESSEE further agrees that LESSEE will pay all liens of
contractors, subcontractors, mechanics, laborers, materialmen, and other items
of like character, and will indemnify LESSOR against all expenses, costs and
charges, including bond premiums for release of liens and attorney's fees
reasonably incurred in and about the defense of any suit in discharging the said
Premises or any part thereof from any liens, judgments or encumbrances caused or
suffered by LESSEE. In the event any such lien shall be made or filed, LESSEE
shall bond against or discharge the same within ten (10) days after the same has
been made or filed. It is understood and agreed between the parties hereto that
the expenses, costs and charges above referred to shall be considered as rent
due and shall be included in any lien for rent.
The LESSEE herein shall not have any authority to create any liens for
labor or materials on the LESSOR'S interest in the Leased Premises and all
persons contracting with the LESSEE for the destruction or removal of any
facilities or other improvements or for the erection, installation, alteration
or repair of any facilities or other improvements on or about the Leased
Premises, and all materialmen, contractors, mechanics and laborers, are hereby
charged with notice that they must look only to the LESSEE'S interest in the
Leased Premises to secure the payment of any xxxx for work done or material
furnished at the request or instruction of LESSEE.
17. PARKING: LESSOR grants to LESSEE the right to use in common with
other lessees entitled to similar use thereof the parking area for parking
automobiles of LESSEE'S customers, patients, clients and invitees, except for
that parking area Owner of Brandywine Centre I has granted to TGI Friday's, Inc.
concerning the approximate 100 spaces immediately adjacent to said tenant.
LESSOR may require LESSEE and its employees to use a parking area
designated by LESSOR as an employee parking area and LESSEE shall guarantee to
LESSOR that LESSEE'S employees shall use the designated employee parking area as
designated by LESSOR.
Any reserved parking spaces shall be in areas designated by LESSOR.
LESSOR 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 Building or appurtenant parking areas.
18. ESTOPPEL CERTIFICATE: LESSEE agrees that from time to time, upon
not less than ten (10) days request by LESSOR, LESSEE will deliver to LESSOR a
statement in writing certifying: (a) this Lease is unmodified and in full force
and effect (or, if there have been modifications that the Lease, as modified, is
in full force and effect and stating the modifications); (b) the dates to which
the rent and other charges have been paid; and (c) that
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LESSOR is not in default under any provisions of this Lease, or, if in default,
the nature thereof in detail.
19. LESSOR'S MORTGAGE: If the Building and/or Leased Premises are at
any time subject to a mortgage and/or mortgage and deed of trust, and LESSEE has
received written notice to LESSOR alleging default by LESSOR hereunder, LESSEE
will also simultaneously give a copy of such notice to LESSOR'S Mortgagee and
LESSOR'S mortgagee shall have the right (but not the obligation) to cure or
remedy such default during the period that is permitted to LESSOR hereunder,
plus an additional period of thirty (30) days, and LESSEE will accept such
curative or remedial action (if any) taken by LESSOR'S Mortgagee with the same
effect as if such action had been taken by LESSOR.
This Lease shall, at LESSOR'S option, which option may be exercised at
any time during the Lease Term, be subject and subordinate to any first mortgage
or first priority deed or trust now or hereafter covering the Leased Premises.
To this end, LESSEE hereby agrees to execute any instrument or instruments which
LESSOR may deem necessary or desirable to effect the subordination of the Lease
to any and all such mortgages and/or deeds of trust. LESSEE hereby appoints
LESSOR and/or LESSOR'S successor(s) in interest as LESSEE'S attorney-in-fact to
execute any and all documents necessary to effectuate all the provisions of this
Section.
20. ASSIGNMENT BY LESSEE: Without the written consent of LESSOR first
obtained in each case, LESSEE shall not assign, transfer, mortgage, pledge or
otherwise encumber or dispose of this Lease for the Term hereof; or underlet the
Leased Premises or any part thereof or permit the Leased Premises to be occupied
by other persons. If this Lease is assigned, or if the Leased Premises or any
part thereof are underlet or occupied by anybody other than the LESSEE, the
LESSOR may, after default by the LESSEE, collect or accept rent and pro rata
expense payments from the assignee, undertenant, or occupant and apply the net
amount collected or accepted to the rent herein reserved, but no such collection
or acceptance shall be deemed a waiver of this covenant or the acceptance of the
assignee, undertenant or occupant as LESSEE, nor shall it be construed as, or
implied to be, a release of the LESSEE from the further observance and
performance by the LESSEE of the terms, provisions, covenants and conditions
herein contained.
21. SUCCESSORS AND ASSIGNS: All terms, provisions, covenants and
conditions to be observed and performed by LESSEE shall be applicable to and
binding upon LESSEE'S respective heirs, administrators, executors, successors
and assigns, subject however, to the restrictions as to assignment or subletting
by LESSEE as provided herein. All expressed covenants of this Lease shall be
deemed to be covenants running with the land.
22. INSURANCE: LESSEE shall maintain current comprehensive general
liability insurance with LESSOR and LESSOR'S managing agent as additional
insureds, in amounts of not less than $1,000,000 single limit per occurrence and
$500,000 property damage, with current Certificate of Insurance to be furnished
to LESSOR.
23. INDEMNIFY LESSOR: In consideration of said Premises being leased to
LESSEE for the above rental, LESSEE agrees: that LESSEE will, at all times,
indemnify and keep harmless LESSOR from all losses, damages, liabilities and
expenses, which may arise or be
9
claimed against LESSOR and be in favor of any persons, firms or corporations,
for any injuries or damages to the person or property of any persons, firms or
corporations, consequent upon or arising from the use or occupancy of said
Premises by LESSEE, or consequent upon or arising from any acts, omissions,
neglect or default of LESSEE, his agents, servants, employees, licensees,
visitors, customers, patrons or invitees, or consequent upon or arising from
LESSEE'S failure to comply with any laws, statutes, ordinances, codes or
regulations as herein provided; that LESSOR shall not be liable to LESSEE for
any damages, losses or injuries to the persons or property of LESSEE, which may
be caused by the acts, neglect, omissions or faults of any persons, firms or
corporations, except when such injury, loss or damage results from negligence of
LESSOR, his agents or employees, and the LESSEE will indemnify and keep harmless
LESSOR from all damages, liabilities, losses, injuries or expenses which may
arise or be claimed against LESSOR and be in favor or any persons, firms or
corporation, for any injuries or damages to the person or property of any
persons, firms or corporations, where said injuries or damages arose about or
upon said Premises, as a result of the negligence of LESSEE, his agents,
employees, servants, licensees, visitors, customers, patrons and invitees. All
personal property placed or moved into the Leased Premises or Building shall be
at the risk of LESSEE or the owners thereof, and LESSOR shall not be liable to
LESSEE for any damages to said personal property. LESSEE shall maintain at all
times during the term of this Lease, an insurance policy or policies in an
amount or amounts sufficient to indemnify LESSOR and to pay LESSOR'S damages, if
any, resulting from any matter set forth hereinbefore in this Section 23.
In case LESSOR shall be made a party to any litigation commenced by or
against LESSEE, then LESSEE shall protect and hold LESSOR harmless and shall pay
all costs, expenses and reasonable attorney's fees incurred or paid by LESSOR in
connection with such litigation.
24. ATTORNEYS FEES: If the LESSEE defaults in the performance of any of
the terms, provisions, covenants and conditions of this Lease and by reason
thereof the LESSOR employs the services of any attorney to enforce performance
of same by the LESSEE or to perform any service based upon said default, the
LESSEE does agree to pay reasonable attorney's fees and all expenses, costs and
charges incurred by the LESSOR pertaining thereto and in enforcement of any
remedy available to the LESSOR.
In the event of the institution of litigation to enforce the provisions
of this Lease to evict LESSEE, or to collect moneys due from the LESSEE, the
prevailing party shall be entitled to costs, interest from the date of default
in the event of a money judgment and reasonable attorney's fees.
In the event LESSOR is the prevailing party, the awardable sums with
all costs, interest and damages shall be deemed additional rent hereunder and
shall be due from LESSEE to LESSOR on the first day of the month following the
month in which the respective expenses, etc. were incurred.
25. GOVERNMENTAL REGULATIONS: LESSEE shall faithfully observe in the
use of the Leased Premises all municipal and county ordinances and codes and
state, local and federal statutes or laws, rules, regulations or other
governmental requirements now in force or which may hereafter be in force.
10
26. FIRE OR CASUALTY: In the event the Building shall be destroyed, or
so damaged, or injured by fire or other casualty during the term of this Lease
whereby the same shall be rendered untenantable, the LESSOR shall have the right
to render such Building tenantable by repairs within one hundred eighty (180)
days therefrom. If said Premises are not rendered tenantable within said time,
it shall be optional with either party hereto to cancel this Lease, and in the
event of such cancellation, the rent and pro rata expenses shall be paid only to
the date of such fire or casualty. The cancellation herein mentioned shall be
evidenced in writing. During any time that the Leased Premises are untenantable
due to causes set forth in this Section, the rent and pro rata expenses or a
just and fair proportion thereof shall be abated.
LESSOR shall not restore fixtures and improvements installed by LESSEE
either at the commencement of the Lease or during the leasehold term.
In the event LESSOR renders the Building tenantable as provided herein,
LESSOR shall be required to restore the Leased Premises to tenantable condition
per the original Lessor's Work Letter (Exhibit D) within ninety (90) days of
settlement of Insurance company of Lessor on the Building.
In the event of the abatement of rent and pro rata expenses as
provided herein, said payment shall commence ninety (90) days following the date
upon which a Certificate of Occupancy is issued by the City of West Palm Beach
on the Building or the date of occupancy, whichever shall first occur.
27. EMINENT DOMAIN: If there shall be taken during the term of this
Lease any part of the Leased Premises, parking facilities (but only if more than
25% of the spaces assigned to LESSEE are taken) or Building, other than a part
not interfering with maintenance, operation or use of the Leased Premises,
LESSOR may elect to terminate this Lease or to continue same in effect. If
LESSOR elects to continue the Lease, the rental and pro rata expenses shall be
reduced in proportion to the area of the Leased Premises so taken and LESSOR
shall repair any damage to the Leased Premises, parking facilities, or Building
resulting from such taking. If any part of the Leased Premises is taken by
condemnation or Eminent Domain, the LESSEE may elect to terminate this Lease or
continue same in effect and if the LESSEE elects to continue this Lease, the
rental and pro rata assessment shall be reduced in proportion to the area of the
Leased Premises resulting from such taking. If all of the Leased Premises are
taken by condemnation or Eminent Domain, this Lease shall terminate on the date
of taking. All sums awarded or agreed upon between LESSOR and the condemning
authority for the taking of the interest of LESSOR and/or LESSEE, whether as
damages or as compensation, and whether for partial or total condemnation, will
be the property of LESSOR. If this Lease should be terminated under any
provisions of this Section, rental shall be payable up to the date that
possession is taken by the taking authority, and LESSOR will refund to LESSEE
any prepaid unaccrued rent and prepaid pro rata expenses less any sum or amount
then owing by LESSEE to LESSOR.
28. ABANDONMENT: If, during the term of this Lease, LESSEE shall
abandon, vacate or remove from the Leased Premises the major portion of the
goods, wares, equipment or furnishings usually kept on said Leased Premises, or
shall cease doing business in said Leased Premises, or shall suffer the rent to
be in arrears, LESSOR may, at its option, cancel this Lease
11
by written notice to LESSEE at LESSEE'S address as provided in Section 33, or
LESSOR may enter said Leased Premises as the agent of LESSEE by force or
otherwise, without being liable in any way therefor, and relet the Leased
Premises with or without any furniture that may be therein as the agent of
LESSEE, at such price and upon such terms and for such duration of time as
LESSOR may determine and receive the rent and pro rata expenses therefor,
applying the same to the payment of the sums due by LESSEE, and if the full
rental and pro rata expenses herein provided shall not be realized by LESSOR
over and above the expense to LESSOR of such reletting, LESSEE shall pay any
deficiency.
29. BANKRUPTCY: It is agreed between the parties hereto that: if LESSEE
shall be adjudicated bankrupt or insolvent or take the benefit of any federal
reorganization or composition proceeding or make a general assignment or take
the benefit of any insolvency law; or, if LESSEE'S leasehold interest under this
Lease shall be sold under any execution or process of law; or if a trustee in
bankruptcy or a receiver be appointed or elected or had for LESSEE (whether
under Federal or State Laws); or if said Premises shall be abandoned or
deserted; or if LESSEE shall fail to perform any of the terms, provisions,
covenants or conditions of this Lease on LESSEE'S part to be performed; or if
this Lease or the Term thereof be transferred or pass to or devolve upon any
persons, firms, officers or corporations other than LESSEE by death of the
LESSEE, operation of law or otherwise, then and in any such event this Lease and
the Term of this Lease, at LESSOR'S option, shall expire and end five (5) days
after LESSOR has given LESSEE written notice of such act, condition or default
and LESSEE hereby agrees immediately then to quit and surrender said Leased
Premises to LESSOR; but this shall not impair or affect LESSOR'S right to
maintain summary proceeding for the recovery of the possession of the Leased
Premises in all cases as provided for by law. If the Term of this Lease shall be
so terminated, LESSOR may immediately, or at any time thereafter, reenter or
repossess the Leased Premises and remove all persons and property therefrom
without being liable for trespass or damages.
30. ASSIGNMENT OF CHATTELS: LESSEE hereby pledges and assigns to LESSOR
as security for the payment of any and all Rental or other sums or amounts
provided for herein, all of the furniture, fixtures, goods and chattels of
LESSEE which shall or may be brought or put on or into said Leased Premises, and
LESSEE agrees that said lien may be enforced by distress, foreclosure or
otherwise, at the election of the LESSOR.
31. WAIVER: Failure of LESSOR to declare any default immediately upon
occurrence thereof, or delay in taking any action in connection therewith, shall
not waive such default, but LESSOR shall have the right to declare any such
default at any time and take such action as might be lawful or authorized
hereunder, in law and/or in equity. No waiver by LESSOR of a default by LESSEE
shall be implied, and no express waiver by LESSOR shall affect any default other
than the default specified in such waiver and that only for the time and
extension therein stated.
No waiver of any term, provision, condition or covenant of this Lease
by LESSOR shall be deemed to imply or constitute a further waiver by LESSOR of
any other term, provision, condition or covenant of this Lease. The rights and
remedies created by this Lease are cumulative and the use of one remedy shall
not be taken to exclude or waive the right to the use of another.
12
32. RIGHT OF ENTRY: LESSOR, or any of its agents, shall have the right
to enter the Leased Premises during all reasonable hours, to examine the same or
to make such repairs, additions or alterations as may be deemed necessary for
the safety, comfort or preservation thereof, or of said Building, or to exhibit
said Leased Premises at any time within one hundred eighty (180) days before the
expiration of this Lease. Said right of entry shall likewise exist for the
purpose of removing placards, signs, fixtures, alterations or additions which do
not conform to this Lease.
33. NOTICES: Any notice given LESSOR as provided for in this Lease
shall be sent to LESSOR by registered or certified mail, addressed to LESSOR at
LESSOR'S Management Office. Any notice to be given LESSEE under the terms of
this Lease shall be sent by registered or certified mail to the office of LESSEE
in the Leased Premises. Either party, from time to time, by such notice, may
specify another address to which subsequent notice shall be sent.
34. RULES AND REGULATIONS: LESSEE agrees to comply with all reasonable
rules and regulations LESSOR may adopt from time to time for operation of the
Buildings and parking facilities and protection and welfare of Buildings and
parking facilities, its tenants, visitors and occupants. The present rules and
regulations, with which LESSEE hereby agrees to comply, entitled "Rules and
Regulations" are attached hereto and are by this reference incorporated herein.
Any future rules and regulations shall become a part of this Lease and LESSEE
hereby agrees to comply with the same upon delivery of a copy thereof to LESSEE,
providing the same are reasonable and do not deprive LESSEE of its right
established under this Lease.
35. CONTROL OF COMMON AREAS AND PARKING FACILITIES BY LESSOR: All
automobile parking areas, driveways, entrances and exits thereto, Common Areas
and other facilities furnished by LESSOR, including all parking areas, truck way
or ways, loading areas, pedestrian walkways and ramps, landscaped areas,
stairways, corridors, Common Areas and other areas and improvements provided by
LESSOR for the general use, in common, of tenants, their officers, agents,
employees, servants, invitees, licensees, visitors, patrons and customers, shall
be at all times subject to the exclusive control and management of LESSOR and
LESSOR shall have the right from time to time to change the area, level and
location and arrangement of parking areas and other facilities hereinabove
referred to; to restrict parking by and enforce parking charges (by operation of
meters or otherwise) visitors, patrons and customers; to close all or any
portion of said areas of facilities to such extent as may, in the opinion of
LESSOR'S counsel, be legally sufficient to prevent a dedication thereof or the
accrual of any rights to any person or the public therein; to close temporarily
all or any portion of the public areas, Common Areas or facilities; to
discourage non-LESSEE parking; and to do and perform such other acts in and to
said areas and improvements, as, in the sole judgment of LESSOR, the LESSOR
shall determine to be advisable with a view to the improvement of the
convenience and use thereof by tenants, their officers, agents, employees,
servants, invitees, visitors, patrons, licensees and customers. LESSOR will
operate and maintain the Common Areas and other facilities referred to in such
reasonable manner as LESSOR shall determine from time to time. Without limiting
the scope of such discretion, LESSOR shall have the full right and authority to
designate a manager of the parking facilities and/or Common Areas and other
facilities who shall have full authority to make and enforce rules and
regulations regarding the use of the same or to employ all personnel and to make
and enforce all rules and regulations
13
pertaining to and necessary for the property operation and maintenance of the
parking areas and/or Common Areas and other facilities. Reference in this
section to parking areas and/or facilities shall in no way be construed as
giving LESSEE hereunder any rights and/or privileges in connection with such
parking areas and/or facilities unless such rights and/or privileges are
expressly set forth in Section 17 hereof.
36. SURRENDER OF PREMISES: LESSEE agrees to surrender to LESSOR, at the
end of the Term of this Lease and/or upon any cancellation of this Lease, said
Leased Premises in as good condition as said Leased Premises were at the
beginning of the Term of this Lease, ordinary wear and tear and damage by fire
or other casualty not caused by LESSEE'S negligence, excepted. LESSEE agrees
that if LESSEE does not surrender said Leased Premises to LESSOR at the end of
the Term of this Lease, then LESSEE will pay to LESSOR two (2) times the monthly
rent and two (2) times the monthly pro rata expense assessment paid in the final
month of LESSEE'S term hereunder for each month that LESSEE holds over; in
addition, LESSEE shall pay all damages that LESSOR may suffer on account of
LESSEE'S failure to so surrender to LESSOR possession of said Leased Premises,
and will indemnify and save LESSOR harmless from and against all claims made by
any succeeding tenant of said Leased Premises against LESSOR on account of delay
of LESSOR in delivery possession of said Leased Premises to said succeeding
tenants so far as such delay is occasioned by failure of LESSEE to so surrender
said Leased Premises in accordance herewith or otherwise.
No receipt of money by LESSOR from LESSEE after termination of this
Lease or the service of any notice of commencement of any suit or final judgment
for possession shall reinstate, continue or extend the term of this Lease or
affect any such notice, demand, suite or judgment.
No act or thing done by LESSOR or its agents during the term hereby
granted shall be deemed an acceptance of a surrender of the Leased Premises and
no agreement to accept a surrender of the Leased Premises shall be valid unless
it be made in writing and subscribed by a duly authorized officer or agent of
LESSOR.
37. TAXES ON LESSEE'S PERSONAL PROPERTY: LESSEE shall be responsible
for and pay before delinquency all municipal, county or state taxes assessed
during the term of this Lease against any occupancy interest or personal
property of any kind, owned by or placed in, upon or about the Leased Premises
by the LESSEE.
38. PRIOR OCCUPANCY: If LESSEE, with LESSOR'S consent, shall occupy the
Leased Premises prior to the beginning of the Lease Term specified in Section 2
hereof, all provisions of this Lease shall be in full force and effect
commencing upon such occupancy, and rent and pro rata expenses for such period
shall be paid by LESSEE at the same rate herein specified.
39. SHORT FORM LEASE: LESSEE shall, if so required by LESSOR at any
time, execute a short form Lease in recordable form setting forth the name of
the parties, the Term of the Lease (stating declaration of commencement of Lease
Term called for in Section 2) and the description of the Leased Premises, as
shown Exhibit A and/or Exhibit X-x. In no event shall the LESSEE record this
Lease, any memorandum thereof or reference thereto, amongst the Public
14
Records of any County of the State of Florida. Any violation of this provision
by LESSEE shall be an immediate default hereunder.
40. WAIVER OF TRIAL BY JURY: It is mutually agreed by and between
LESSOR and LESSEE that the respective parties hereto shall and they hereby do
waive trial by jury in any action, proceeding or counterclaim brought by either
of the parties hereto against the other on any matter arising out of or in any
way connected with this Lease, the relationship of LESSOR and LESSEE and
LESSEE'S use of or occupancy of the Premises. LESSEE further agrees that it
shall not interpose any counterclaim or counterclaims in a summary proceeding or
in any action based upon non-payment of rent or any other payment required of
LESSEE hereunder.
41. SUBSTITUTION OF SPACE: LESSOR expressly reserves the right at
LESSOR'S sole cost and expense, to remove LESSEE from the Leased Premises and to
relocate LESSEE in some other space of LESSOR'S choosing of approximately the
same dimensions and size within the Buildings, which other space shall be
decorated by LESSOR at LESSOR'S expense. LESSOR shall have the right, in
LESSOR'S sole discretion, to use such decorations and materials from the
existing Premises, or other materials, so that the space in which LESSEE is
relocated shall be comparable to its interior design and decoration to the
Premises from which LESSEE is removed; provided, however, that if LESSOR
exercises its election to remove and relocate LESSEE in other space within said
Building, which is at that time leasing for a higher rate of Base Rental, then
LESSEE shall not be required to pay the difference between the Base Rental of
the Premises and the higher Base Rental of the space in which LESSEE is
relocated. Nothing herein contained shall be construed to relieve LESSEE, or
imply that LESSEE is relieved, of the liability for or obligation to pay any
additional rent due by reason of the provisions of Section 5 of this Lease, the
provisions of which Section shall be applied to the space in which LESSEE is
relocated on the same basis as said provisions were applied to the Premises from
which LESSEE is removed. LESSEE agrees that LESSOR'S exercise of its election to
remove and relocate LESSEE shall not terminate this Lease or release LESSEE, in
whole or in part, from LESSEE'S obligation to pay the rents and perform the
covenants and agreements hereunder for the full Term of this Lease.
42. DEFAULT UNDER OTHER LEASE: If the terms of any lease, other than
this Lease, made by LESSEE for any other space in Building II, shall be
terminated or terminable after the making of this Lease because of any default
by LESSEE under such other Lease, such default shall, ipso facto, constitute a
default hereunder and empower LESSOR, at LESSOR'S sole option, to terminate this
Lease as herein provided in the event of default.
43. SEVERABILITY: If any term, provision, covenant or condition of this
Lease or the application thereof to any person or circumstance shall, to any
extent be invalid or unenforceable, the remainder of this Lease, or the
application of such terms, provisions, covenant or condition to persons or
circumstances other than those as to which it is held invalid or unenforceable
shall not be affected thereby and each term, provision, covenant or condition of
this Lease shall be valid and be enforceable to the fullest extent permitted by
law. This Lease shall be construed in accordance with the laws of the State of
Florida.
44. TIME: It is understood and agreed between the parties hereto that
time is of the essence of all the terms, provisions, covenants and conditions of
this Lease.
15
45. DEFINITIONS AND PARAGRAPH HEADINGS:
(A) The terms LESSOR and LESSEE, as herein contained shall include
singular and/or plural, masculine, feminine, and/or neuter, heirs, successors,
executors, administrators, personal representatives and/or assigns wherever the
context so requires or admits. The terms, provisions, covenants and conditions
of this Lease are expressed in the total language of this Lease Agreement and
the Section headings are solely for the convenience of the reader and not
intended to be all inclusive.
(B) Calendar year shall be a twelve (12) month period ending on each
December 31.
(C) Base Year is the Calendar Year in which the Lease Commencement Date
occurs.
(D) Base Month is the month in which the lease commences.
(E) The Consumer Price Index is the United States Bureau of Labor
Statistics, "Revised Consumer Price Index, for Urban Wage Earners and Clerical
Workers, All Items (1967=100)" or an successor thereto published by the United
States Department of Labor, Bureau of Labor Statistics; provided, that should
the said Consumer Price Index or the manner of computing or reporting same be
discontinued or changed, the parties shall attempt to agree upon a substitute
formula, and failing such agreement the matter shall be determined by
arbitration in West Palm Beach, Florida under the Rules of the American
Arbitration Association then prevailing.
(F) Code shall mean the City of West Palm Beach Building, Electrical,
Air Conditioning, Plumbing or other, as the same may be applicable.
(G) Building-The actual structure wherein the Leased Premises are
located. "Building" is also referred to as Building I in said Lease.
(H) Pro ration of rent shall be over a thirty (30) day month.
(I) Building I -That certain other existing building constructed
adjacent to Building II, the Lessees of which may share expenses with the
Lessees of Building II.
(J) Brandywine Centre II-The total premises owned by LESSOR of which
Building II is a part hereof, and which is legally described on Exhibit X-x.
(K) Brandywine Centre I-That parcel of improved land directly adjacent
to Brandywine Centre II of which Building I is a part thereof, and which is
legally described on Exhibit B-2.
(L) Owner-That certain Owner and Lessor of Brandywine Centre I.
(M) Total Leased Area-All premises in Building II (and/or Building I if
an agreement to share expenses, as defined in Section 3(C) has been entered
into) which are under lease and in possession of Lessees at the time a cost or
expense is incurred.
16
46. TENDER AND DELIVERY OF LEASE INSTRUMENT: Submission of this
instrument for examination does not constitute an offer, right of first refusal,
reservation of or option for the Leased Premises or any other space or premises
in, on or about the Building. This instrument becomes effective as a Lease upon
execution and delivery by both LESSOR and LESSEE.
47. SERVICES: Services to be provided to LESSEE with costs to LESSEE
therefor payable pursuant to Section 3(B)(4) hereof, shall be janitorial service
(weekday nights), automatic elevator service, public stairs, water at points of
supply for general use by LESSEE throughout the year, electricity, heat and air
conditioning as noted herein to be operated Monday through Friday 8:00 AM to
6:00 PM excluding Saturdays, Sundays and legal holidays. LESSOR will provide
LESSEE with fifteen (15) hours per week (non-cumulative) of after-hours air
conditioning at no charge. Costs for usage over 15 hours will be passed on to
LESSEE at LESSOR'S cost.
Such services shall be provided as long as LESSEE is not in default
under any terms, provisions, covenants and conditions of this Lease, subject to
interruption caused by repairs, renewals, improvements, changes of services,
alterations, strikes, lockouts, labor controversies, inability to obtain fuel or
power, accidents, breakdowns, catastrophes, national or local emergencies, acts
of God and conditions and causes beyond the control of LESSOR and upon such
happening, no claim for damages or abatement or rent for failure to furnish any
such service shall be made by the LESSEE or allowed by the LESSOR, except as
otherwise provided herein. In the event of a dispute resulting in litigation,
LESSOR shall not withhold services so long as LESSEE continues rent payment. The
cost for provided services shall be prorated to LESSEE as noted in Section 3(B)
herein.
48. WRITTEN AGREEMENT: This Lease contains the entire agreement between
the parties hereto and all previous negotiations leading thereto, and it may be
modified only by an agreement in writing signed by LESSOR and LESSEE. No
surrender of the Leased Premises or of the remainder of the terms of this Lease
shall be valid unless accepted by LESSOR in writing. LESSEE acknowledges and
agrees that LESSEE has not relied upon any statement, representation, prior
written notice or prior or contemporaneous oral promises, agreements or
warranties except such as are expressed herein.
49. EXCULPATION: LESSEE agrees that it shall look solely to LESSOR'S
interest in the Land and Building for recovery in the event of any default in
the performance or observance of any of the terms or conditions of this Lease
and nothing in the Lease shall impose any personal liability upon LESSOR, or any
entity or person who at any time may in whole or in part, comprise LESSOR or any
successor thereto, or any other person having or acquiring any right, title or
interest in the land and/or Building, and, in the event of default under this
Lease, no deficiency or any other money judgment shall be rendered or entered
against LESSOR personally or any such other entity or person.
50. CORPORATE LESSEE. In the event the LESSEE hereunder is a
corporation, the individual executing this Lease hereby covenants and warrants
that the LESSEE is a duly
17
constituted corporation qualified to do business in Florida; that all of the
LESSEE'S franchise and corporate taxes have been paid to-date; that all future
forms, reports, fees and other documents necessary for the LESSEE to comply with
applicable laws will be filed by the LESSEE when due; that all necessary
corporate action has been taken on behalf of the LESSEE in order to authorize
the LESSEE to enter into this Lease; and that such persons are duly authorized
by the governing body of the LESSEE to execute and deliver this Lease on behalf
of the LESSEE.
51. AGENCY DISCLOSURE/COMPENSATION: Xxxx Xxxxx Management, Inc. is, by
this Article, giving notice to LESSEE that Xxxx Xxxxx Management, Inc. is the
agent and representative of the LESSOR and is being compensated by the LESSOR.
The undersigned acknowledges that this notice was read and understood before
signature of this Lease in compliance with 475.25 (I)(q) Florida Statutes, and
Rules 21V-10.033(2), Florida Administrative Code.
LESSOR and LESSEE represent and warrant to each other that they have
had no dealing with respect to this transaction with any broker, firm or sales,
or any other person or corporation other than Xxxx Xxxxx Management, Inc.
("Broker"). LESSOR agrees to pay the Broker a commission in connection with this
transaction pursuant to separate agreement which commission shall relate to the
Lease hereunder. LESSEE agrees to defend, indemnify and hold LESSOR harmless
from and against any loss, cost, damage, liability and expense, including,
without limitation, attorney's fees and disbursements, arising out of any and
all claims by any person, firm or corporation with whom LESSEE has dealt and who
shall claim to have acted in this transaction on behalf of LESSEE (other than
Broker). LESSOR agrees to defend, indemnify and hold LESSEE harmless from any
loss, cost, damage, liability and expense, including, without limitation,
attorney's fees and disbursements, arising out of any and all claims by any
person, firm or corporation (including the Broker) with whom LESSEE has dealt
and who shall claim to have acted in this transaction on behalf of LESSOR. The
provisions of this Paragraph shall survive the closing.
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IN WITNESS WHEREOF, the parties hereto have signed and delivered this
Lease in triplicate at Palm Beach County, Florida on the day and year first
above written.
WITNESSES: LESSOR:
BRANDYWINE CENTRE II, LTD.
By: Brandywine Trust, General Partner
/s/ /s/ Xxxx X. Xxxxx
--------------------------------- -----------------------------------------
Xxxx X. Xxxxx, Trustee
/s/
---------------------------------
LESSEE:
XXXXXXX.XXX, INC., a Nevada corp.
/s/ Xxxxx X. Xxxxxx /s/ Xxxxxxxxxxx Xxxxx
-------------------------------- -----------------------------------------
Xxxxxxxxxxx Xxxxx, President
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