COMMERCIAL LEASE AGREEMENT
Exhibit
10.11
THIS
Lease is executed, made, delivered and entered into this 10th
day of
January,
2005,
by and
between The 6015,
LLC
(hereinafter collectively referred to as "Landlord"
or "Lessor") and Xxxxxx
Beaumont, Inc., (hereinafter
referred to as "Tenant" or "Lessee"), who agree as follows:
RECITALS:
Landlord
demises, leases and lets to Tenant those certain leased premises consisting
of
the first floor of the XXXXXX
OFFICE CENTER,
(hereinafter referred to as "Center") in Manatee County, Florida, with a common
street address of 0000
00xx Xxxxxx
Xxxx, Xxxxxxxxx Xxxxxxx. 00000
(hereinafter referred to as "Unit"). The Tenant acknowledges that said leased
premises contains a lobby/reception area that shall be jointly utilized by
the
Tenant and any tenant(s) or other occupant(s) of the first or second floor
of
the Center. Said lobby/reception area is outlined in blue or heavy (triple
width) line on the attached floor plan marked Exhibit "A" and incorporated
herein by reference.
The
leased premises are to be utilized by the Tenant only for the purpose of:
Company
head quarters for computer hardware & software development.
The
business to be operated thereon is to be known as: Xxxxxx
Beaumont Inc. .
The
Unit
consists of approximately 10,125
sq. ft.
based on outside of wall to outside of exterior wall dimensions, and centerline
of divisional wall dimensions. The leased premises are outlined in red or heavy
(double width) line on the attached floor plan marked Exhibit "A" and
incorporated herein by reference. The aforementioned estimate of the square
footage of the Unit is merely an estimate. Said estimate is not intended to
be,
and shall not be, relied upon by Tenant for any purpose. This Lease is entered
into upon the following terms and conditions, all of which the parties hereto
covenant to observe, keep and perform:
1.
TERM:
|
This
Lease shall commence on the ........1st
day
of February,
2005 ,
and
shall expire at midnight EST on the......... 31st
day
of January,
2008 ,
|
unless
extended or renewed pursuant to the provisions contained herein (if any), or
unless it is sooner terminated as provided for in this Lease and/or Florida
Law.
2.
RENT
NOTE: All
rentals
provided for herein shall be PLUS all applicable sales or use
taxes.
A.
BASE RENT.
Tenant
shall pay monthly Base Rent in the amount of $8,937.50.
Plus
Estimated Monthly Additional Rent Charge from Paragraph 2-B in the amount of
$
1,814.06
,
monthly
Special Rent Charge from Paragraph 2-C in the amount of $ N/A Plus Sales
Tax of $ 698.85,
for a
total of $ 11,450.41
per
month
ANY
RENTAL PAYMENT RECEIVED BEARING A POSTMARK DATED ON OR BEFORE THE FIRST OF
THE
MONTH FOR WHICH IT IS DUE, SHALL BE ENTITLED TO A DISCOUNT
OF
$
500.00
and such
properly dated, received and discounted payment shall be deemed to have been
paid as satisfaction in full of that month's Base Rent as set forth herein
above
in Paragraph 2-A.,
i.e.
|
$
10,917.91
,
if paid on time (included discounted base rent $
8,437.50 ,
and sales tax $ 666.35)
|
$
11,450.41
,
if Delinquent No discount shall be applicable towards the additional
or
Special Rent charges.
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NOTE:
|
POSTMARK
ON ENVELOPE SHALL BE DATE
DETERMINANT.
|
Monthly
rent is due and payable in advance without demand on the first (1st) day of
each
calendar month during the term of this Lease. Any rental payments not received
by the seventh (7th) day of the month for which doe and bearing a postmark
later
than the first (1st) of that month, shall be subject to a five percent (5%)
penalty due and payable as additional rent immediately If said term shall
commence on a day other than the first (1st) day of the month, then the first
rentals due hereunder shall be prorated for the balance of said commencement
month on a per diem basis.
If
Tenant
shall be in default in the payment of rent more than ten (10) days, Landlord,
in
addition to all other remedies, at its option, shall have the right,
notwithstanding any former waiver, to give written notice to Tenant that Tenant
shall vacate premises.
Landlord's
Initials
Tenant's
Initials
1
LANDLORD
HEREBY ACKNOWLEDGES RECEIPT OF SUMS AS FOLLOWS:
1.
|
$
|
as
prorated rent for balance of commencement
month.
|
2.
|
$
9,103.85
|
as
first months rent for month of March, 2005 . (INCLUDES SALES
TAX)
|
3.
|
$
9,103.85
|
as
last months rent for month of January, 2008 . (INCLUDES SALES
TAX)
|
4.
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$
5125.00
|
as
Security Deposit as required
herein.
|
5.
|
$
3,628.12
|
as
estimated Additional Rent Charges for First & Last months of this
term.
|
6.
|
$
N/A
|
as
Special Rent Charges for First month of this
term.
|
7.
|
$ N/A
|
as
Restoration Guarantee.
|
TOTAL
$
26,960.82 received.
,
.by
.
The
TOTAL, as specified above, is due and payable in full upon the execution of
this
Lease.
No
payment by Tenant, or receipt by Landlord, of a lesser amount than any
installment or payment of monies due pursuant to this Lease shall be deemed
to
be anything other than a partial payment to be applied to the balance of any
monies then owed by Tenant to Landlord, and no endorsement or statement on
any
check or payment of any such payment shall be deemed to effectuate an accord
and
satisfaction. Landlord may accept any such check, installment or payment without
prejudice to any rights of Landlord pursuant to he terms of this Lease or
Florida Law, including, but not limited to, Landlord's right to recover the
balance owed by Tenant to Landlord at the time of any such payment,, or to
pursue any other remedies available to Landlord pursuant to the terms of this
Lease and/or Florida Law relevant to Tenant's failure to pay the entire balance
then due and owing pursuant to the terms of this Lease.
Provided
that the above Total sum of $ 26,960.82
is paid in full and this Lease is in full force and effect, Landlord, as a
condition of this Lease, hereby waives the monthly rent due for the months
of
February,
2005
only.
B.
ADDITIONAL RENT.
Tenant
agrees to pay as Additional Rent, as hereafter provided, Tenant's proportionate
share of the cost of the operation and maintenance of the Center, including,
but
not limited to: Fire and Extended Coverage Insurance covering all improvements
in the Center on a full replacement cost basis insuring against all risks;
Public Liability Insurance for the combined single limit coverage of not less
than Two Million Dollars ($2,000,000.00)(Tenant agrees to not use the premises
in such a manner as to increase the premiums for such insurance. Should Tenant's
use of the premises invoke an increase of insurance premiums above those paid
in
the previous premium term, the Tenant herewith agrees to reimburse Landlord
for
the full amount of such additional premium cost immediately upon Landlord's
presentation of such premium notice to Tenant); all real estate, ad valorem,
non-advolorem, personal property, and tangible taxes or special assessments
levied or assessed by any lawful authority or the Xxxxxx Industrial Park,
against all of the real estate which is now, or may later become a part of
the
Center; normal maintenance and repair of the Center, roof and other common
areas
of the Center, including, but not limited to, repair and replacement of the
common area lighting, plumbing, sewage system, irrigation systems, elevator,
parking area maintenance, domestic water system; all supplies, tools, equipment
and materials used in the operation of the Center; the cost of all maintenance
and service agreements for the Center and the equipment therein/thereon,
including, but not limited to alarm service, security service, window cleaning,
landscape services, trash removal, and janitorial service; illumination of
the
common areas of the Center, including, but not limited to, all parking areas:
security services fire alarm devices, and similar charges relevant to the
Center, all management and supervision costs, fees and expenses; janitorial
and
cleaning labor related to the common areas of the Center; and supplies relevant
to the Center ; the cost of repairs and general maintenance of the Center,
amortization of the cost of the installation of capital investment items which
are installed for the purpose of reducing operating expenses, increasing Tenant
safety or which may be required by governmental authority, all costs which
relate to the installation of investment items required by governmental
authority or for the purpose of increasing Tenant safely shall be amortized
over
the reasonable life of the capital investment item, with the reasonable life
and
amortization schedule being determined in accordance with generally accepted
accounting principles and in do event to extend beyond the reasonable life
of
the building in which the leased premises are located or the Center; and all
utility charges pertaining to the Center, The reimbursable costs set forth
in
Paragraph 8-E of this Lease, relevant to the heating and air conditioning
systems, shall also be deemed to he an item(s) of Additional Rent as
contemplated by this Paragraph 2-B and same shall be paid by Tenant to Landlord
in accordance with the terms of this Paragraph 2-B. Tenant shall pay the
Additional Rent charges and expenses contemplated by this Paragraph 2-B based
upon a ratio of the square footage leased by the Tenant, divided by the net
rentable square footage of the building in which the leased premises are
located. It is agreed that the leased premises' square footage is 10,125 square
feet This number is to be divided by the net rentable square footage of the
building in which the leased premises are located, which consists of
40,000
square
feet.
Landlord's
Initials
Tenant's
Initials
2
Landlord
shall estimate the Tenant's share of said expenses and charges for each year
of
this Lease, and any extensions or renewals of same, based upon said charges
and
expenses that Landlord charged Tenant in the immediately preceding year, and
One-Twelfth (1/12) of such annual charges shall be paid by Tenant as Additional
Rent, along with the Base Monthly Rent herein referred to, to be paid each
and
every month of the Lease term and any extensions or renewals of
same.
In
order
to adjust estimated payments (paid as Additional Rents), to actual expenses,
between January 1st and 30th of each year of the term of this Lease, and any
extensions or renewals of same, Landlord shall furnish to Tenant a budget of
the
costs expended for the above-referenced Additional Rent charges for the
preceding calendar year, and there shall he an adjustment between Landlord
and
Tenant, with payment to Landlord of the amount by which prorated Additional
Rent
is exceeded by actual prorated expenses, or repayment by the Landlord to the
Tenant if estimated payments exceed prorated expenses. Said sums shall be due
and payable from either party within fifteen (15) days after receipt of notice
of said adjustment
C.
SPECIAL RENT.
If
Tenant requires Special Services or Fees outside of the normal rental
arrangements and these are to be provided by Landlord and reimbursed by Tenant,
such as, extra trash service, extraordinary water usage, special security
services (Tenant acknowledges that Landlord is under no duty or obligation
to
provide security services or protection for the Center and/or the leased
premises, unless Landlord specifically agrees in writing to provide any such
services), additional hours of Common Area lighting, either internal or external
to the structure, etc., same shall be noted and described herein below, together
with the estimated monthly charge relevant to same. Said Special Services or
Fees shall be treated as a Special Rent and same shall be paid by .Tenant to
Landlord on a monthly basis in the same manner as the Additional Rent as set
forth in Paragraph 2(B) above. Said Special Rent is in addition to the Base
Rent
and Additional Rent charges identified in Paragraphs 2(A) and 2(B)
above.
Item:
|
N/A
|
$
|
||
Item:
|
$
|
|||
Total
of Monthly Special Rent:
|
$
|
(This
Special Monthly Rent charge shall be paid each month as rent is
paid.)
D.
ADJUSTMENT TO BASE RENT.
During
the original term hereof and any and all renewals or extensions, the Base Rent
shall be increased annually to compensate for changes in the cost of living
as
computed by reference to the United State Department of Commerce, Consumer
Price
Index Figure, (U.S. All Urban Consumers), (CPI) 1982-84 = 100) Adjustments
to
the Base Rent shall be computed on the Anniversary Date of this Lease using
the
most recently published CPI figure for the month, of October. 2004, which month
shall be known as the "Calculation Month", and on each and every Anniversary
Date of this Lease during the original term and any renewals thereof Each
adjustment shall be in effect commencing from the Anniversary Date until the
next Anniversary Date. In the event this price index is discontinued, the
parties hereto shall accept related comparable statistics on the cost of living
as computed and published by an agency of the United States Government or by
a
responsible financial periodical of recognized authority to be selected by
Landlord. The Base Rent for that one (1) year term shall be arrived at by
multiplication of the Base Rent as specified in Paragraph 2-A herein, by a
factor obtained by dividing the Cost of Living Index figure for the Calculation
Month immediately preceding the Anniversary Date by the Cost of Living Index
Figure for the Calculation Month identified above (October, 2004 ). The Quotient
so obtained shall be known as the Base Rent Adjustment Factor. (To avoid
misunderstanding, it is agreed herein that the CPI figure for the Calculation
Month of October,
2004 ,
is
190.9).
The
Base Rent from Paragraph 2-A herein shall then be multiplied times this factor
to obtain the Base Rent for the upcoming one (1) term. It is the intent by
this
action that the Adjustment be equal to any Cost of Living Increase, adjusted
annually on the Anniversary Date of this Lease, or Five Per Cent (5%), whichever
is greater. The last month's rent held by Landlord will be adjusted annually
based upon this Paragraph.
E.
MISCELLANEOUS RENT PROVISIONS,
All
payments by Tenant to Landlord of any monies required to be paid pursuant to
the
terms of this Lease shall be made to Landlord as the same becomes due, in lawful
money of the United States, payable to the order of:
1st
PROPERTY GROUP, INC.
C/O
6015, LLC
000
XXXXXXXXXX XXXXX XXXXX 000
XXXXXXXX,
XX 00000
or
to
such other entity and/or location place as Landlord may direct in writing,
Nothing in this Lease shall be construed so as to be, or create, a partnership
or joint venture between the parties hereto. All monies to be paid by Tenant
to
Landlord pursuant to the terms of this Lease, including, but not limited to,
Base Rent, Additional Rent, and Special Rent for the term of this Lease and
any
extensions and/or renewals of same, shall be absolutely net and paid to Landlord
without any counterclaim, setoff; deduction or defense which Tenant may have,
and without abatement, suspension, deferment, diminution or reduction by reason
thereof.
Landlord's
Initials
Tenant's
Initials
3
3. UTILITIES:
Tenant
shall be solely responsible for and shall promptly pay all charges and expenses
for any and all utilities supplied to the leased premises and the Center,
including, but not limited to, gas, telephone, trash removal, domestic water
& sewer, and electricity. With the exception of charges for domestic water
and sewage and electricity, charges and expenses for ail utilities shall be
promptly paid by Tenant directly to the providers) of said utilities. With
regard to charges and expenses for domestic water and sewage and electricity
to
the leased premises and the Center, Landlord shall pay for said charges and
expenses to the utility providers, but Landlord shall be reimbursed by Tenant
for said charges and expenses on a monthly basis. On a monthly basis, for the
duration of the original term of this Lease and any extensions and/or renewals
of same, Landlord shall invoice Tenant for Tenant's proportionate share of
the
previous month's expenses for domestic water & sewage and, electricity.
Within ten (10) days of the date on each such invoice, Tenant shall tender
payment to Landlord of the invoiced amount Tenant's proportionate share of
all
such charges for domestic water & sewage & electricity to the Center
shall he based upon the percentage that Tenant's leased premises' square footage
comprises of the total rented and occupied square footage of the Building in
any
given month during the term of the tenancy created by this Lease, and any
extensions and/or renewals of same.
4. LANDLORD
ACCESS:
Landlord
shall have the right to eater the leased premises periodically and shall have
access to the leased premises at reasonable hours for inspection and/or to
make
any repairs or replacements required of Landlord. Landlord shall have tie right
at any reasonable time, to be determined in Landlord's sole discretion, to
enter
in or about the leased premises to ascertain Tenant's compliance with federal,
state and local laws, ordinances, regulations, and to access the roof. Landlord
shall be permitted access at any time, in the event Landlord deems that an
emergency exists with regards to the Center and/or the leased
premises.
5. PERMITS,
REMODELING, OR ALTERATIONS:
Tenant
has visited and inspected the leased premises and accepts same in its current
condition and deems said leased premises to be suitable for Tenant's intended
use. No warranties have been made by Landlord, or on Landlord's behalf, relevant
to the condition, conformity with zoning codes, or suitability of the leased
premises for Tenant's intended use.
All
licenses, permits and fees required for the Tenant's intended use of the
premises shall be obtained by Tenant at Tenant's sole cost and
expense.
NOTE:
TENANT SHALL SUBMIT TO LANDLORD, FOR LANDLORD'S REVIEW OF SAME, ALL APPLICATIONS
FOR BTJILDING PERMITS OR CERTIFICATES OF OCCUPANCY AT LEAST FIVE (5) DAYS BEFORE
TENANT'S SUBMISSION OF SAME TO THE APPROPRIATE GOVERNMENTAL AGENCY. LANDLORD
SHALL HAVE FULL AUTHORITY TO DENY THE SUBMISSION OF ANY SUCH APPLICATION, IF,
W
LANDLORD'S SOLE JUDGMENT, SUCH APPLICATION WOULD CREATE A HARDSHIP ON THE CENTER
OR DEVIATE FROM LANDLORD'S DESIRED APPEARANCE OF THE CENTER AND/OR THE LEASED
PREMISES. LANDLORD'S APPROVAL, OF THE TENANT'S SUBMISSION OF ANY SUCH
APPLICATION TO THE APPROPRIATE GOVERNMENTAL AGENCY, SHALL BE ACKNOWLEDGED BY
LANDLORD PLACING SAME'S INITIALS ON ANY SUCH APPLICATION.
Tenant,
at its sole cost and expense, may at any time, after obtaining the written
consent of Landlord, remodel, make alterations to, mate improvements to, and/or
install fixtures to the leased premises that are pertinent to Tenant's conduct
of business on the leased premises, provided that Tenant or Tenant's agents
or
employees comply with all laws, ordinances and requirements of any and all
Federal, State, County, and Municipal authorities, and Board of Fire
Underwriters. Any such remodeling, alterations, and/or improvements shall
include, but shall not be limited to, replacing the carpet, painting, paneling,
wallpapering, modifying the sprinkler system(s), and/or in other manner changing
the appearance of the leased premises. Provided further, however, that Tenant
shall submit to Landlord, for Landlord's review and approval of same, all plans
and specifications for any such proposed remodeling, alterations, improvements,
and/or attachments of fixtures to the leased premises, at least fifteen (15)
days prior to Tenant undertaking any action(s) to effectuate any such
remodeling, alterations, improvements, and/or attachment of fixtures to the
leased premises. Landlord shall, in his sole discretion, have full authority
and
the right to withhold his consent to any such matters. Any such work shall
be
performed by competent workmen operating under proper licenses and/or permits
as
required by law. Positively NO work on the electrical systems of the premises
may be performed except by a duly licensed electrician, who shall obtain the
required permits and have the work properly inspected by appropriate Government
authorities. All contractors hired shall execute a No-Lien Agreement and tender
the same to Landlord before work commences. All alterations, improvements and
additions (exclusive of fixtures not permanently mounted) shall belong to and
become the property of the Landlord and must be regarded, for purposes of this
Lease, as part of the leased premises. Notwithstanding any thing contained
herein to the contrary, Tenant is prohibited
from
making any structural changes to the Center and/or the leased premises, which
said structural changes shall include, but shall not be limited to, load bearing
walls, foundations, structural components of the Center, exterior walls and
the
roof of the Center.
Landlord's
Initials
Tenant's
Initials
4
NOTE:
NO
ONE MAY WALK OR TRESPASS UPON THE ROOF OF THE BUILDING
without
the prior express written consent of the Landlord or his agent designated
herein, and no structures of any type, including sign mounts, satalite or
communication dishes, may be erected on the roof or its coping.
6. SECURITY
DEPOSIT:
Tenant,
simultaneously with Tenant's execution, of flu's Lease, shall deposit with
Landlord the stun of $
5,125.00
(as is
set forth in Paragraph. 2A above) to be held by Landlord without interest as
security for Tenant's faithful performance of all of Tenant's obligation
pursuant to the terms of this Lease and any extensions or renewals of same.
It
is expressly understood agreed to by the parries hereto that such deposit is
NOT
an advance payment of rent or a measure of Landlord's damages in the event
of a
default by Tenant of same's obligations hereunder. Upon the occurrence of any
event of default by Tenant, Landlord may, from time to tune, without prejudice
to any other remedy provided herein or provided by law, use the Security Deposit
to the extent necessary to make good any back rent and/or any other damage,
injury, expense or liability caused to Landlord by such event of default Should
all or any part of said Security Deposit be utilized or applied by Landlord
to
any default of Tenant, Tenant shall pay to Landlord, upon demand, the amount
so
utilized or applied in order to restore the Security Deposit to its original
amount Tenant's failure to so restore said Security Deposit, within ten (10)
days alter demand by Landlord for said restoration, shall constitute a default
under this Lease. On termination of this Lease, Landlord may conduct an
examination of the leased premises. Landlord shall notify Tenant of any damage
to the leased premises and/or the Center, other than normal wear and tear,
and
Tenant's shall have ten (10) days from the date of said notification to correct
said damage, In the event Tenant fails to correct any such damages within said
ten (10) days, Landlord shall have the option of effectuating said corrections
and paying for same from Tenant's Security Deposit, (Should Tenant's Security
Deposit be insufficient to effectuate any such repairs, Paragraph 8(E) of this
Lease shall apply.) After such repairs, the leased premises shall be reinspected
by Landlord to determine the adequacy of any such repairs and the condition
of
the leased premises. After the leased premises have been corrected to the
satisfaction of Landlord, in his sole discretion, any remaining Security Deposit
balance shall be returned to Tenant within fifteen (15) days after Landlord's
approval of the corrections to the leased premises.- Landlord may deliver or
assign the Security Deposit to any purchaser or transferee of Landlord5 s
interest in the leased premises, and, in the event such interest is sold,
transferred or otherwise conveyed, Landlord shall be discharged from any further
liability to Tenant with respect to the Security Deposit referenced herein
and
Tenant's right to the return of any such Security Deposit, not previously
utilized or applied by Landlord in accordance with this Xxxxxxxxx 0, xxxxx
xx
solely against Landlord's grantee, assignee or other individual or entity
acquiring Landlord's said interest in the leased premises.
7. DAMAGE
OR DESTRUCTION:
In the
event the leased premises are damaged or destroyed by reason of fire or other
casualty so as to render the premises untenantable for a period of time in
excess of ninety (90) days, at the option of either the Landlord or the Tenant,
this Lease shall terminate. If the Landlord and Tenant cannot agree as to
whether the premises are untenantable for a period of time in excess of ninety
(90) days, said issue shall be resolved by arbitration. In such event, the
Landlord and Tenant shall each choose an arbitrator within five (5) days after
either has notified the other in writing of such damage and same's opinion
of
untenantability. The two arbitrators shall elect a third arbitrator, and the
decision of any two of them on said issue shall be conclusive and binding upon
both parties hereto.
8. COVENANTS,
CONDITIONS AND RESTRICTIONS:
The
parties hereto agree to the following covenants, conditions, and
restrictions.
A. COMMON
AREAS. Common Areas snail at all times remain under the control of the
Landlord.
Parking:
Throughout the term of this Lease and any extensions or renewals of same,
parking facilities shall be provided by Landlord at the Center. Tenant's
employees shall make reasonable efforts to park in the side areas or across
the
street in order to save the "front" parking for customers' and visitors use.
Parking spaces, along with reasonable ingress and egress thereto and therefrom,
shall be used by Tenants of the Center their invitees and patrons, in common.
Upon the failure of the Tenant, or its employees, to cooperate in saving "prime"
parking for customers' use to the detriment of the other Tenants, Landlord
reserves the right to designate specific parking spaces for the use of any
Tenant of the Center and its employees. Under no circumstances, without the
prior written consent of Landlord, shall Tenant permit or maintain a
non-operational vehicle at the leased premises or permit any vehicle not
utilized in the normal and routine operation of Tenant's business to be in
or
about the Center's property over-night Proper utilization of parking spaces
is
essential to efficient and profitable use of the entire Center, therefore,
failure of the Tenant to abide by these directions can, at the option of the
Landlord, be deemed to constitute a default of Tenant's obligations pursuant
to
this Lease.
Landlord's
Initials
Tenant's
Initials
5
B. POSSESSION
AND QUIET ENJOYMENT. Landlord will place Tenant in actual possession of the
leased premises at the beginning of the term of this Lease or such other date
as
shall be herein agreed upon between the parties hereto. Provided Tenant promptly
and timely performs all of same's obligations set forth in this Lease,
including, but not limited to, the payment to Landlord of all monies
contemplated by this Lease, Tenant shall and may peaceably and quietly have,
hold and enjoy for the term of this Lease and any extensions or renewals of
same, use of the common area spaces, parking facilities, passageways, sidewalks,
entrances and exits,
C. ZONING
AND BUSINESS LICENSES. Tenant shall operate a legal and lawful enterprise at
the
Center from the leased premises, and Tenant has ascertained that, at the time
of
Tenant's execution of this Lease, there are no zoning prohibitions against
the
use of the leased premises for Tenant's purpose. Should such zoning prohibition
be adopted during the term of this Lease or any extensions or renewals of same,
thereby making it impossible for Tenant to continue to carry on its normal
business at the leased premise or to renew its business license upon proper
and
complete application, this Lease shall terminate.
D.
SIGNS.
Landlord, in order to create and maintain the character of the Center, shall
be
entitled, in Ms sole discretion, to exercise and retain control over the
placement, size, and design of all signs. Tenant1 s sign shall be provided
by
Tenant at Tenant's sole cost and expense. No
painting shall be performed directly on the glass
windows!
E.
MAINTENANCE. Tenant shall keep and maintain the interior parts of the leased
premises in as good condition and repair as when possession, hereunder is given
to Tenant, including, but not limited to: decorating and repair; plate glass
and
windows; carpet and flooring maintenance and repair, and the maintenance, repair
and/or replacement of electrical light fixtures, bulbs, sockets, and plumbing.
Tenant and Landlord shall, within ten (10) days of Landlord's execution of
this
Lease, jointly make an operational inspection of the hearing, air-conditioning,
restroom facilities, and basic lighting systems. Any items not functioning
at
the time of said inspection shall be repaired by Landlord at his expense.
Thereafter, Tenant shall be responsible, at Tenant1 s sole cost and expense,
for
the maintenance, replacement and repair of all interior electric and plumbing
items, restroom facilities and lighting systems. Landlord will obtain, keep
in
effect, and pay for a. maintenance contract on the air-conditioning and heating
equipment servicing the leased premises. The cost of said maintenance contract,
and any related repairs, replacements, modifications and/or other expenses
relevant to the air-conditioning and hearing system of the Center shall be
reimbursed by Tenant to Landlord as an element of Additional Rent pursuant
Paragraph 2, B. of this Lease. At the conclusion of the Tenant's tenancy at
the
leased premises, another joint inspection by Landlord and Tenant of the leased
premises and the restroom facilities, and basic lighting systems (including
light bulbs and same's housing units) shall be made to determine their
operational condition. Any repairs or replacements determined by such inspection
shall be the responsibility of the Tenant to procure and pay in mil prior to
the
termination of the Lease term, or any extensions or renewals of same, or, at
tie
discretion of Landlord, the costs of any such necessary repairs or replacements
shall be assessable against the Tenant's Security Deposit to the extent of
such
deposit, and any remaining balance shall be immediately due and payable by
Tenant to the Landlord without protest At the option of the Landlord, there
shall be no termination of this Lease, or any extensions or renewals of same,
or
termination of Tenant's obligations pursuant to this Lease, including, but
not
limited to, the monthly payment of the Base Rent, Additional Bent, Special
Rent
and other monies required to be paid by Tenant pursuant to the terms of this
Lease, until all costs and expenses associated with said repairs and
replacements are paid in foil by Tenant.
Tenant
shall be responsible for repair and replacement of the plate glass and windows
in the leased premises. Tenant shall immediately replace any cracked or damaged
glass. Tenant must deliver the leased premises back to Landlord at the
termination of this Lease, or any extensions or renewals of same, with all
glass
intact and free from cracks or damage of any kind or nature. Should damage
or
breakage occur due to fire or windstorm or the gross negligence of the Landlord,
Landlord shall be responsible for such replacement.
Tenant
shall not permit or cause any lien or encumbrance to be attached to the leased
premises or the Center and Tenant shall immediately cause same to be removed
or
satisfied upon the demand of Landlord. Tenant shall indemnify and hold Landlord
harmless against loss arising from any such lien or encumbrance.
Landlord
shall maintain the exterior of the Center, the roof and structural members,
the
common areas, including the parking lots, sidewalks, and exterior lighting
systems. Any repairs or replacements of said items made necessary by Tenant,
Tenant's agents, invitees, customers and/or employees' misuse of same or through
the negligence of Tenant, Tenant's agents, invitees, customers and/or employees,
or by reason of alterations or modifications made by Tenant, shall either,
at
the sole discretion of Landlord, be performed by Tenant at Tenant's sole cost
and expense, or performed by Landlord and charged to Tenant as Additional Rent
due and payable within ten (10) days after demand for payment by Landlord Any
repairs required of the Landlord shall only be performed or ordered by or under
the direction of the Landlord or Landlord's agents. The Landlord shall not
assume any responsibility for execution or payment of any work initiated by
the
Tenant without the Landlord's prior written approval. Any requests for repairs
or maintenance to be performed by the Landlord must be in writing and delivered
to the same location to which rental monies are sent.
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F.
INSURANCE. Tenant shall, at its sole cost and expense, cause to be placed in
effect immediately upon execution of this Lease, and shall maintain same in
fell
force and effect during the term of this Lease and any extensions or renewals
of
same, Bodily Injury and Property Damage Commercial General Liability insurance
for the combined single limit coverage of not less than $1,000,000,00 per
occurrence covering Tenant's operations, business and use of the leased premises
and the Center together with insurance for the replacement of plate glass,
with
any and all of said insurance policy(ies) naming the Landlord, 6015,
LLC. ,
as
Additional Insured. Tenant shall deliver to Landlord, within ten (10) days
after
Tenant's execution of this Lease, a certificate or binder, issued by the
insurance carrier, acknowledging receipt by the insurance carrier of the premium
therefor. Tenant shall thereafter, at the commencement of each and every renewal
term, provide Landlord with a certificate or binder, issued by the insurance
carrier, acknowledging receipt by the insurance carrier of the premium therefor.
Tenant shall additionally supply Landlord, within three (3) days of Landlord's
request for same, with written proof from the insurance carrier(s) that all
such
policies are in full force and effect. Such policy(ies) or certificate(s) shall
provide that the same shall not be canceled without thirty (30) days prior
written notice to the Landlord from the insurance carrier. Failure of Tenant
to
provide such insurance coverage and proof thereof and to maintain the same
in
full force and effect during the term of this Lease, and any extensions or
renewals of same, shall, at the option of the Landlord, be considered a default
of Tenant's obligations pursuant to this Lease and Landlord may remedy said
default by utilization of Tenant's Security Deposit in accordance with the
provisions of Paragraph 6 above, or utilize any other remedy contained in this
Lease or provided by law relevant to said default of Tenant.
G.
ASSIGNMENT OR SUBLETTING. This Lease shall not be subleased or assigned, whether
voluntarily, by judgment, execution or other legal process, without the
Landlord's prior written consent determined in Landlord's sole discretion.
In
determining whether to grant consent to the Tenant's proposed sublease or
assignment request, the Landlord may consider any reasonable factor. Landlord
and Tenant hereby agree that any one of the following factors, or any other
reasonable factor, will, in the sole discretion of the Landlord, be reasonable
grounds for declining Tenant's request: financial strength of the assignee;
business reputation of the assignee; assignee's intended use of the leased
premises; business experience or managerial skills of assignee; conflict with
other Tenants' rights; the use of chemical materials which are or may become
hazardous waste or environmental pollutants; and the possible violation of
restrictive covenants. Consent of Landlord to such assignment or subletting
shall not relieve the Tenant, or Tenant's guarantors, of any of Tenant's
obligations pursuant to the terms of this Lease, including, but not limited
to,
the payment of Base Rent, Additional Rent, Special Rent and any other sums
required to be paid by Tenant pursuant to the terms of this Lease.
H.
WAIVER
OF CLAIMS. In the event Tenant is found by a court of competent jurisdiction
to
have been negligent, Tenant will indemnify and save Landlord harmless from
any
liability including, but not limited to, attorneys' fees and other costs and
legal expenses, as a result of damage or injury to any person or to the goods,
wares and/or merchandise of any person arising from the use of the leased
premises and/or the Center by, through or under Tenant or from the failure
of
the Tenant to maintain the leased premises in the manner deemed required.
Additionally, Tenant agrees to pay the costs and attorney's fees Incurred by
Landlord in the event Landlord is named as defendant in any of the above
described situations arising out of the Tenant's use of the leased premises
and/or the Center.
In
the
event Landlord is found by a court of competent jurisdiction to have been
negligent, Landlord will indemnify and save Tenant harmless from any liability
including, but not limited to, attorneys* fees and other costs and legal
expenses, as a result of damage or injury to any person or to the goods, wares
and/or merchandise of any person, arising from the Landlord's maintenance of
the
leased premises in the manner required pursuant to the terms of this Lease.
Additionally., Landlord agrees to defend Tenant with legal counsel should Tenant
be named as defendant in any of the above-described situations arising out
of
Landlord's said maintenance of the leased premises.
I.
NO
DUTY TO PROVIDE SECURITY. Tenant acknowledges that Landlord is under no duty
or
obligation to provide security services and/or protection to the leased
premises, the Center and/or the building in which the leased premises are
located. Tenant further acknowledges that any such security services and/or
protection shall be the sole responsibility of the Tenant unless Landlord
specifically agrees in writing to provide any such security services and/or
protection.
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9.
OPTION
TO RENEW:
Provided
that all monies required to be paid by Tenant to Landlord, pursuant the terms
of
this Lease, have been timely paid and are current at time of the exercise of
this option, and provided Tenant is not otherwise tie in default of same's
obligations set forth in this Lease, and subject to the terms and conditions
set
forth in this Paragraph 9, Tenant shall have the right to renew this Lease
2
time for
a term of three (3) years, under the same terms and conditions set forth in
this
Lease, To exercise said option, Tenant shall notify Landlord in writing, by
hand
delivery or by certified mail, return receipt requested, at least ninety (90)
days before the termination date of this Lease, of Tenant's election to exercise
its option to renew. In the event Tenant fails to provide Landlord with the
aforementioned ninety (90) day notice, Landlord shall have the right, but not
the obligation, to send Tenant, prior to the termination date of this Lease,
a
renewal notice setting forth the rent adjustment (as set forth in Paragraph
2(D)(2) above) that would be in effect in the event the Lease was renewed.
In
the event Landlord elects to provide Tenant with such a renewal notice, said
renewal notice shall be deemed to be an offer by Landlord to Tenant to renew
flu's Lease for an additional five (5) year term. Tenant shall notify Landlord
in writing of Tenant's decision to exercise or decline said renewal offer within
fifteen (15) days of the date of said renewal notice. In the event Tenant fails
to notify Landlord of Tenant's decision with regard to said renewal notice,
but
Tenant tenders any monies (whether for rent or any other purpose) to Landlord
subsequent to the date of said renewal notice, Tenant shall be deemed to have
elected to renew this Lease for an additional five (5) year term.
In
the
event Tenant fails to deliver to Landlord the aforementioned ninety (90) day
notice of Tenant's election to renew the Lease, Landlord shall have the right,
within the last thirty (30) days of the Lease term, to install not more than
two
(2) "For Lease" or "For Rent" signs on the building in which the leased premises
are located and/or in front of the leased premises, advertising the space for
rent.
10.
REDELIVERY
OF POSSESSION OF LEASED PREMISES:
Tenant
shall redeliver to Landlord possession of the leased premises upon the
expiration or termination of this Lease, or any extension or renewal term,
ready
for occupancy, broom clean and in as good condition and repair as the same
was
at the commencement of the original term of this Lease, ordinary wear and tear
excepted. Tenant hereby acknowledges and agrees that same shall use a protective
plastic floor mat under any chair with rollers utilized in the leased premises
sufficient to eliminate any potential damage or noticeable imprints to the
flooring located in the leased premises. Tenant thus agrees that damage or
noticeable imprints on the flooring located in the leased premises shall not
be
considered normal wear and tear. Tenant further hereby acknowledges and agrees
that the leased premises and restrooms located in the leased premises and the
Center are designated "no smoking" areas and Tenant shall not permit any smoking
by Tenant and/or same's employees, invites, customers, agents, officers or
directors In the leased premises or said restrooms. Tenant thus agrees that
any
costs and expenses that Landlord, in Landlord's sole discretion, incurs to
remove smoke odors from the leased premises and/or said restrooms, whether
said
costs and expenses are incurred by Landlord at the conclusion of the lease
term,
or any extension or renewal term, or during any period that Tenant occupies
the
leased premises, shall be immediately reimbursed by Tenant to Landlord upon
Landlord's demand for said reimbursement In the event Tenant raps to reimburse
Landlord for said costs and expenses within five (5) days of Landlord's demand
for reimbursement, Landlord shall be entitled to utilize the provisions of
Paragraph 6 above to obtain reimbursement from Tenant's Security Deposit for
any
such costs and expenses.
11.
EMINENT
DOMAIN:
If the
leased premises or a part thereof (including parking spaces referred to herein
above), are taken for any public or quasi-public use under any statute or by
right of eminent domain, or private purchase after threat thereof, and such
taking renders the leased premises unsuitable for the business of the Tenant,
then this Lease shall be terminated. Tenant shall be liable for the rent up
to
the time of taking. In the event of a partial taking and Tenant does not elect
to terminate this Lease, Landlord shall have the right, in Landlord's sole
discretion, to elect to terminate this Lease or to restore the leased premises
to a condition comparable to the condition immediately prior to the taking,
and
rent shall be paid by Tenant without adjustment
12.
ABANDONMENT
BY TENANT:
If
Tenant fails to pay when due the Base Rent, Additional Kent, Special Rent and/or
other monies required to be paid by Tenant to Landlord pursuant to the terms
of
this Lease, Landlord shall have the right to obtain possession of the premises
as provided by the terms of this Lease and/or applicable law and/or to exercise
any other rights afforded Landlord pursuant to the terms of this Lease or
Florida Law. In the absence of actual knowledge by Landlord that the Tenant
has
abandoned the leased premises, Tenant shall, for all purposes, be conclusively
presumed to have abandoned the leased premises if rent is not current and Tenant
has failed to conduct business at the leased premises for fifteen (15)
consecutive business days.
13.
DEFAULT
BY TENANT: A.
The occurrence of any one or more of the following shall be a default by the
Tenant of same's obligations pursuant to this Lease:
a.)
Failure to pay any Base Rent, Additional Rent and/or Special Rent within ten
(10) days of its becoming due, and Tenant waives any right, whether statutory
or
otherwise, to receive any notice of default in the payment of Base Rent,
Additional Rent and/or Special Rent.
b.)
Failure to make any payment of monies, other than rent, required pursuant to
the
terms of this Lease when due, if the failure continues for a period often (10)
days after notice from Landlord to Tenant.
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c.)
Failure to comply with, any provisions of this Lease, except under subparagraphs
a.) and b.) above and i.) below, if the failure continues for five (5) days
after notice from Landlord to Tenant.
d.)
Making a general assignment or arrangement for the benefit of creditors; being
adjudicated a bankrupt; receiving the benefit of any insolvency; readjustment
of
debts; reorganization under bankruptcy law, entering into an agreement of
composition •with creditors; having a receiver or trustee appointed to take
possession of Tenant's assets on the property or Tenant's interest under this
Lease; or the seizing under the legal process of Tenant's assets located at
the
leased premises or the Tenant's interest in this Lease.
e.)
Vacating or abandoning the property.
f.)
Assignment or subletting of this Lease, except in accordance with, the
provisions of Paragraph 8(G) of this Lease.
g.)
If
Tenant is a corporation, partnership, or other artificial entity, and any part
or all of its shares of ownership are transferred by sale, assignment, bequest,
operation of law, or any other disposition, so as to result in a change of
the
ownership of the Tenant
h.)
Chronic defaults of items a.), b.), c.) above. Chronic defaults shall be denned
as three (3) or more occurrences within any twelve (12) month
period.
i.)
Tenant's delivery of a check to Landlord that is dishonored by Tenant's
financial institution for any reason, including, but not limited to, stop
payment order, insufficient funds, insufficient cleared funds, or account
closed. Tenant shall not be entitled to receive a notice from Landlord of a
default pursuant to the terms of this Paragraph 13 i.).
B.
If
default by Tenant occurs, Landlord may:
Notify
Tenant in writing of the default, by delivering any applicable notice(s)
contemplated hi this Paragraph 13, by hand delivery or certified mail, return
receipt requested, to provide Tenant with the opportunity to cure said
delimit
If
any
default is not cured as set forth above, Landlord shall have the right
(notwithstanding any former waiver), but not the obligation to:
Declare
the entire balance of all tent of whatever nature due for the remaining term
of
this Lease or any extension or renewal term due and payable in lull, including
reasonable attorney's fee;
Retake
possession of the premises, re-let the premises in good faith and as the agent
of Tenant and receive the rent therefor upon such terms as shall be available
to
the Landlord. All rights of the Tenant to repossess the premises shall be
forfeited;
Note:
Re-entry by Landlord shall not release Tenant from any rent of whatever nature
to be paid or covenants to be performed hereunder during the full term of this
Lease and any extension or renewal term. If the sum realized from a re-letting
is insufficient to satisfy the monthly rent of whatever nature provided for
in
this Lease, Landlord, at its sole option, may require Tenant to pay such
deficiency month-to-month, or may hold Tenant liable in advance for the entire
deficiency to be realized during the term of the re-letting. Tenant shall not
be
entitled to any surplus accruing as a result of such re-letting;
Landlord
may declare this Lease null and void and may re-enter the leased premises
without further notice or demand, to again have and enjoy possession of same,
If
Landlord releases Tenant from continuing obligation under this Lease or any
extension or renewal term, Landlord may apply any prepaid rents and/or Security
Deposits to the mitigation of Landlord's losses without protest of Tenant;
and/or
In
the
event Tenant defaults in the performance of Tenant's obligation pursuant to
the
terms of this Lease, Landlord's aforementioned remedies shall be deemed to
be
cumulative and in addition to any rights Landlord may possess pursuant to law.
This Lease snail be construed and interpreted pursuant to the laws of the State
of Florida and the parties hereby stipulate that venue relevant to any dispute
concerning this Lease shall be in Sarasota County, Florida.
14.
TENANT'S
PERSONAL PROPERTY:
Any
personal property or trade property of Tenant, other than fixtures, which may
be
placed in or upon the leased premises are to remain the property of the Tenant.
Tenant shall have the right and obligation to remove said items from the leased
premises prior to or upon Tenant's vacating of the leased premises. Tenant
shall
repair any damage to the leased premises and/or the Center which is caused
by
the removal of any such property of the Tenant. However, any property, whether
personal, trade, or otherwise which is attached to, or becomes a fixture to
or
on, the leased premises or the Center in a permanent or semi-permanent manner,
including, but not limited to, carpeting, signs, sinks, drapery hangers and
window coverings, cabinets, counter tops, shelving, and similar items, shall
be
considered improvements and fixtures as said terms are defined under applicable
law, and, as such, must stay in place at the conclusion of the lease term or
any
extension or renewal term., and/or lease termination, unless arrangements for
said items' removal have been consented to by Landlord in writing prior to
their
installation. Notwithstanding anything contained hi this Paragraph 14 to the
contrary, Tenant acknowledges that Landlord is the owner of those certain work
stations that were located in and upon the Center at the commencement of the
tenancy created by this Lease.
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15.
HOLDING
OVER:
If
Tenant remains in possession of the leased premises after the termination,
of
this Lease or any extension or renewal term and without the written consent
of
Landlord, Tenant shall not acquire any rights or interest in the leased
premises, and Tenant shall he deemed to be a tenant at sufferance and shall
pay
a rent equal to the all rent of whatever nature provided for in this Lease,
plus
an additional one hundred per cent (100%) of said rent (double rent) as
contemplated by Chapter 83 et. seq. of Florida Statutes, and additionally
subject to all law applicable to a tenant at sufferance. In no event shall
there
he any renewal of this Lease by operation of law or shall the tenancy he deemed
to be a month-to-month tenancy. Tenant hereby waives any demand from Landlord,
as contemplated by Section 83.06 of Florida Statutes, for Tenant to become
responsible for payment of double rent pursuant to said statutory section.
Tenant's obligation to pay said double rent shall commence on the day following
the date of the expiration of the original Lease term or any extension or
renewal term.
16.
SUBORDINATION
TO MORTGAGE:
This
Lease and all rights of Tenant hereunder are and shall be inferior to, subject
to, and subordinate to, the lien of any mortgage now or which hereinafter may
affect the properly and to all renewals, modifications, amendments,
consolidations, replacements and extensions thereof This subordination shall
be
self-operative and no further instrument, document, or action of Tenant shall
be
required. Tenant shall execute and deliver from time-to-tune such instruments
and certificates affirming and confirming such subordination as Landlord may
reasonably request.
17.
ATTORNMENT:
In the
event of sale or assignment of Landlord's interest in the leased premises and/or
the Center, Tenant shall attorn writing to the purchaser of Landlord's interest
and recognize such purchaser as Landlord under this Lease. If the holder of
any
mortgage, or other security instrument, shall hereafter succeed to the rights
of
Landlord under this Lease, whether through the exercise of the power of sale
under any mortgage or deed of trust made by Landlord covering the leased
premises, Tenant shall attain in writing to and recognize such successor as
Tenant's Landlord under this Lease and shall promptly execute and deliver any
instrument that may be necessary to evidence such attornment, and Tenant hereby
irrevocably appoints Landlord the attorney in fact of Tenant to execute and
deliver such instrument on behalf of Tenant in the event Tenant refuses or
fails
to do so within ten (10) days after Landlord or subsequent purchaser shall
give
notice to Tenant requesting the execution and delivery of such instrument Upon
the attainment of Tenant, this Lease shall continue in full force and effect
as
a direct Lease between such successor Landlord and Tenant subject to all of
the
terms, covenants and conditions contained in this Lease.
18.
SALE
BY LANDLORD:
In the
event, during the term of this Lease, or any extensions or renewal term, that
Landlord sells the premises which are demised or leased to Tenant by this Lease,
the following shall occur:
1.)
Prior
to such sale and upon written request by Landlord, Tenant shall execute an
estoppel letter or certificate, and shall forward the same to Landlord after
Tenant's execution. The estoppel letter or certificate shall be in form and
substance as specified and requested by Landlord, and shall include a statement
of the current rent due from Tenant, any Security Deposit paid by Tenant and
held by Landlord, and common area expenses paid by Tenant either annually or
monthly, any rent over-rides or percentage rents contained in. this Lease,
and
any other terms and provisions relating to Tenant's occupancy which Landlord
may
request It is not intended that the estoppel letter be a modification of the
duties or obligations of either the Landlord or the Tenant pursuant to this
Lease, but solely to set forth the existing obligations of each party. Upon
the
execution of such estoppel letter or certificate and delivery to Landlord,
Tenant shall thereafter be bound by the terms set forth in the estoppel letter
or certificate.
2.)
After
the date of the conveyance of the premises by Landlord, Landlord shall not
thereafter be liable to Tenant as "Landlord" under this Lease, and Tenant shall
not, therefore, be liable to Landlord, hut shall, for all of Tenant's
obligations arising under this Lease, be obligated to the new owner. Any
obligation arising under this Lease which remains unsatisfied prior to closing
shall remain the obligation of Landlord to Tenant or Tenant to Landlord as
the
same may be applicable.
3.)
Upon
written notice from the Landlord and the new owner of the premises, Tenant
shall, for all purposes under this Lease, deal with the new owner as "Landlord".
The Landlord originally identified in this Lease shall have no further
obligations, duties or responsibilities to Tenant pursuant to this
Lease.
19.
RULES
AND REGULATIONS:
Tenant
agrees to abide by reasonable rules and regulations pertaining to the use of
the
leased premises and the common areas of the Center, as may be established or
promulgated by Landlord from time to time, which are uniform for all Tenants
of
the Center. Failure of Tenant to abide by tie hereinafter set forth rules and
regulations, and as same may from time to time be modified or amended by
Landlord, shall, at the option of the Landlord, be considered a default by
Tenant of same's obligations pursuant to this Lease. The following rules are
hereby acknowledged and agreed to by the parties hereto:
A. There
shall be no repairs to vehicles or equipment performed outside of the leased
premises;
B. There
shall be no outside storage;
C. No
disabled vehicles or equipment of any type shall be permit at the
Center;
D. No
vans
or trailers may be used for storage outside of the leased premises;
E. Large
items, including, but not limited to, Christmas trees, lumber, furniture,
appliances, pallets, and other similar items cannot be stored outside of the
leased premises and must be removed from the Center's property at Tenant's
sole
cost and expense; and
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F.
Tenant
shall not allow the parking of, or operation of; any trucks, vans, equipment,
or
delivery vehicles so as to block or impede the normal traffic flow in and to
the
building and parking areas in -which the leased premises are located and/or
the
Center.
G.
Tenant
shall not use in any way, or permit or suffer the use of the leased premises
or
any part of thereof to either directly or indirectly prepare, produce, generate,
manufacture, refine, treat, transport, store, maintain, handle, dispose of,
transfer, or process any Hazardous Substance. For purposes of this Lease,
"Hazardous Substance" means any pollutant, contaminant, toxic or hazardous
waste, dangerous substance, potentially dangerous substance, noxious substance,
toxic substance, flammable, explosive, radioactive material, urea formaldehyde
foam insulation, asbestos, PCBs, or any substances the removal of which is
required, or the manufacture, preparation, production, generation, use,
maintenance, treatment, storage, transfer, handling, or ownership of which
is
restricted, prohibited, regulated, or penalized by any and all federal, state,
county, or municipal statutes or laws now or at any time hereafter in
effect.
H.
With
the exception of seeing eye dogs, no pets of any type or kind shall be permitted
in or about the leased premises and/or the Center, without the prior written
consent of the Landlord.
20. ATTORNEYS
FEES AND COSTS:
In the
event it becomes necessary for any party hereto to seek legal means to enforce
the terms of this Lease, the non-prevailing party shall be liable for all
reasonable attorney's fees and costs incurred by the prevailing parry as an
incident to the prosecution or defense of any litigation between the parties,
whether said attorney's fees and costs are incurred in the trial court
proceedings, appellate proceedings, or in any post judgment or collection
proceeding.
21. CONSTRUCTION: There
shall be no inference, by operation of law or otherwise, that any provision
of
this Lease stall be construed against either party. This Lease shall be
construed without regard to the identity of the parry that drafted the various
provisions hereof Moreover, each and every provision of this Lease shall be
construed as though all parties hereto participated equally in the drafting
thereof. As a result of the foregoing, any rule or construction that a document
is to be construed against the drafting party shall not be
applicable.
22. NOTICES:
All
notices, requests, demands and other communications required or permitted to
be
given pursuant to the terms of this Lease, and/or Florida Law, shall be in
writing and shall be deemed to have been duly given if delivered personally
or
mailed by certified mail, return receipt requested, to the parties entitled
to
the receipt of such documents at the addresses hereinafter set forth. All
notices, requests, demands and other communications required or permitted to
be
given to Landlord, pursuant to the terms of this Lease and/or Florida Law,
shall
be sent to both Landlord and same's properly manager, First Property Group,
Inc., at the addresses set forth below. Any party may change its address for
purposes of this Paragraph 22 by giving written notice of such change to the
other party in the manner provided in this Paragraph. The following are the
parties' respective addresses on the date of same's execution of this
Lease:
The
address of the Landlord is:
|
The
address of the Tenant is:
|
XXXXXX
X. XXXXXXXXXX
|
Xxxxxx
Beaumont
|
c/o
1st PROPERTY GROUP, INC.
|
0000
00xx Xxxxxx Xxxx
|
000
XXXXXXXXXX XXXXX XXXXX 000
|
Xxxxxxxxx
XX 00000
|
XXXXXXXX,
XXXXXXX 00000
23. TIME:
Time is
of the essence with regard to the matters set forth herein.
24.
WAIVER,
ESTOPPEL. REMEDIES AND DEFENSE LIMITATION:
All
waivers of any rights provided by this Lease or by law relevant to any breach
or
default by a party shall be required to be in writing and signed by both parties
hereto. No waiver of any breach of this Lease shall be held to be a waiver
of
any other or subsequent breach. All remedies afforded in this Lease shall be
taken and construed as cumulative and in addition to every other remedy provided
herein or by law. The failure of any party to enforce at any time any of the
provisions of this Lease, or to exercise any option which is hereby provided,
or
to require at any time performance by another parry of any of the provisions
hereof, shall in no way be construed to be a waiver or create an estoppel from
enforcement of such provisions, nor in any way affect the validity of this
Lease
or any part hereof, or the right of such party to thereafter enforce each and
every such provision, or to seek relief as a result of the prior
breach.
25. CONSTRUCTION
OF TERMS:
As used
in this Lease, the singular shall include the plural and the use of any gender
shall include all as the context admits or requires. Reference to persons shall
include corporations, partnerships and other legal entities.
26. SECTION
HEADINGS:
The
section headings contained within this Lease have been inserted for purposes
of
convenience and ready reference. Said section headings shall not be deemed
to in
any manner effect the content of the various paragraphs contained within this
Lease, including, but not limited to, expanding, diminishing, defining, and/or
limiting the content of said paragraphs.
Landlord's
Initials
Tenant's
Initials
11
38.
|
FURTHER
DOCUMENTS:
The parties hereto agree to execute any documents, resolutions, or
other
instruments which may be required of either of same or which may
be
necessary for the purpose of fulfilling, effectuating, or implementing
the
provisions of this Lease.
|
39.
|
RECITALS:
The Recitals set forth on the first page of this Lease are true and
correct and same are incorporated herein by
reference.
|
40.
|
CONSTRUCTION:
Landlord hereby agrees to complete the build out of the 1,790 sf
in the
rear of the second floor by completing the perimeter drywall, A/C,
drop
ceiling, floor covering ( carpet), sprinklers, fire monitoring, and
painting & offices as outlined on attached exhibit X. Xxxxxxx will be
responsible for all data & communication wiring, the installation and
electric wiring for the extra air conditioner for the server room,
and the
added cost for wiring the power needed for the server
room.
|
41.
|
ENTRANCE:
Landlord at its sole cost and expense shall erect a sets of double
doors
at the top of the stair Landing.
|
42.
|
WORKSTATIONS:
Landlord agrees to allow the Tenant to utilize the existing workstation
parts to construct up to 6 additional workstations in. the newly
constructed 1,790 sq ft section, excluding desks, file cabinets &
storage bins. Xxxxxxx will be responsible for the assembly of the
workstations.
|
43.
|
RIGHT
OF INDIVIDUAL TO REPRESENT CONTRACTING PARTY:
If
Tenant is a corporation, partnership or other entity, the person
signing
this Lease on behalf of such corporation, partnership or entity hereby
warrants that he/she has full authority from such corporation, partnership
or entity to sign this Lease and obligate the corporation, partnership
or
entity hereunder and said person and the corporation, partnership
or
entity shall be jointly and severally liable for the payment of all
rent
and any and all other monies that Tenant is required to pay to Landlord
pursuant to the terms of this Lease, and any extensions or renewals
of
same, including attorney's fees and
costs.
|
IN
WITNESS WHEREOF:
The
parties to these presents have hereunto set their hands and seals the date(s)
indicated below.
WITNESS
|
LANDLORD
|
DATE
|
|||
Xxxxxx
X. Xxxxxxxxxx Managing Member of 6015, LLC
|
|||||
WITNESS
|
Xxxxxx
Beaumont, Inc.
|
/
|
651071956
|
|||
BUSINESS
NAME
ID#
|
/s/ X.X. Xxxxx |
-
|
1/12/05 | ||
WITNESS
|
TENANT(1)
sign
|
DATE
|
Xxxxxxxx
Xxxxxxxxx
|
Print
Name
|
Xxx Xxxxx |
Title
|
CFO
|
||
WITNESS |
Home
Address
|
Home
Phone
|
|
|
||||||
S.S.
No.:
|
/
|
Marital
Status:
|
D.L.
#
|
St.
|
Landlord's
Initials
Tenant's
Initials
13