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EXHIBIT 10.8
LEASE
THIS LEASE made and entered into this 20th day of JULY, 1994 by and
between SID MOTEL herein termed the Lessor and PRO-TECH SYSTEMS herein termed
the Lessee, each in consideration of the agreements to be performed by the
other, hereby agree:
1. Property and Term: The Lessor hereby leases to the Lessee the
following described premises: 0000 Xxxxxxxxxx 00xx Xxxxxx
Xxxx Xxxxxx, XX
for the term beginning at 12:01 A.M. on SEPTEMBER 1, 1996 and ending at 11:59
P.M. on NOVEMBER 30, 1997.
2. Rent: The Lessee will pay to the Lessor as rent for the property
leased during the term, the total amount of SIXTEEN THOUSAND DOLLARS
($16,000.00) paying $666.67 plus sales tax on the first day of each month.
Due upon lease execution: $ 736.67 - First month's rent & sales tax
$ 706.67 - Last month's rent & sales tax
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$1,413.33
Lessee agrees to pay all applicable sales tax in regards to said monthly
rental payments at the same time said monthly rental payments become due.
In the event that any rent payment shall become overdue for a period in
excess of five (5) days, then, at Landlord's option, a "late charge" of five
percent (5%) of such payment for such period of thirty (30) days or any part
thereof, shall become immediately due and owing to Landlord, as additional
rent.
(1)
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3. Use: The Lessee will use the property only for light electronic
research and development, and shall not make or suffer any unlawful, improper
or offensive use of the premises, or any use or occupancy thereof contrary to
any law of the State of Florida, or any ordinance of the City or County wherein
said demised premises are situated.
4. Assignment or Subleasing: No assignment of this lease or
subleasing any part of the leased property, by the Lessee or any assignee or
sublessee, shall be valid without the written consent of the Lessor. No
assignment or subleasing shall relieve the assignor or sublessor of any
obligation under this Lease. Each assignee or sublessee shall, by assuming that
status, become obligated to perform every agreement of this lease to be
performed by the Lessee; except that a sublessee shall be obligated to perform
them only insofar as they relate to the part of the property subleased and the
rent required by the sublessee, and shall be obligated to pay rent directly to
the Lessor only after default in payment by the sublessor with written demand
from the Lessor to pay rent directly to the Lessor.
5. Access by Lessor: The Lessor may enter, inspect and make such
repairs to the leased property as the Lessor may reasonably desire, at all
reasonable times.
6. Repairs: The Lessor will maintain the exterior of the leased
building, including the roof and exterior walls, in good and substantial
repair. The Lessee will maintain the interior of the leased property,
including interior ceilings, walls, floors, fixtures, pipes, doors and windows,
(including plate glass windows), in good and substantial repair. Interior
fixtures and pipes are those that project from the ceilings, walls and floors
into the room; exterior fixtures and pipes include those concealed behind, over
or under the interior ceilings, walls and floors. The Lessee will maintain all
plate glass
(2)
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windows and other windows in the leased property in good and substantial repair
and will replace all broken windows regardless of the cause of breaking. The
agreements to repair in this paragraph, except for damage or breaking of plate
glass or other windows not caused by fire, do not apply to any damage caused by
fire or other casualty.
7. Damage by Fire or Other Casualty: If the leased property is
damaged by fire or other casualty to the extent of twenty per centum or more,
the Lessor shall have the option to rebuild and repair the leased property or
to terminate this lease; if damaged to a lesser extent, the Lessor will rebuild
and repair. In the event of damage by fire or other casualty, the rent payable
under this lease shall xxxxx, in proportion to the impairment of the use that
can reasonably be made of the property for the purpose permitted by this lease,
until the property is rebuilt and repaired (or until the lease is terminated,
if terminated in accordance with this paragraph).
8. Waiver and Exemption: Any constitutional or statutory exemption
of the Lessee or any assignee or sublessee, of any property usually kept on the
leased premises, from distress or forced sale is waived.
9. Addresses: All rent payable and notice given under this lease to
the Lessor shall be paid at place as the Lessor shall specify in writing. All
notices given under this lease to the Lessor or any assignee or sublessee of
the Lessee shall be given at the leased premises. Any notice properly mailed by
registered mail, postage and fee prepaid, shall be deemed delivered when mailed,
whether received or not.
(3)
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10. Remedies for Failure to Pay Rent: If any rent required by this
lease shall not be paid when due, the Lessor shall have the option to:
(a) Terminate this lease, resume possession of the property for his
own account, and recover immediately from the Lessee the difference between the
rent specified in the lease and the fair rental value of the property for the
remainder of the term, reduce to present worth.
(b) Resume possession and re-lease or rent the property for the
remainder of the term for the account of the Lessee, and recover from the
Lessee, at the end of the term or at the time each payment of rent comes due
under this lease as the Lessor may choose, the difference between the rent
specified in the lease and the rent received on the re-leasing or renting.
In either event, the Lessor shall also recover all expenses incurred by
reason of the breach, including reasonable attorneys' fees.
11. Remedies for Breach of Agreement: If either the Lessor or the
Lessee shall fail to perform, or shall breach any agreement of this lease other
than the agreement of the Lessee to pay rent, for ten (10) days after a written
notice specifying the performance required shall have been given to the party
failing to perform; the party so giving notice may institute action in a Court
of competent jurisdiction to terminate this lease or to compel performance of
the agreement, and the prevailing party to that litigation shall be paid by the
losing party all expenses of such litigation including a reasonable attorneys'
fees.
(4)
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12. Option to Extend Term: The Lessee shall have the option to
extend the term of this lease for an additional period of 12 months beginning
at 12:01 AM on SEPTEMBER 1, 1996 and ending at 11:59 PM on AUGUST 31, 1997,
provided that written notice of the intention of the Lessee to exercise said
option shall be delivered to the Lessor, at his address specified in Paragraph
9, at least three (3) months prior to the end of the primary term. The terms
of the extended term, including rent, shall be determined by negotiation at the
time the Lessee desires to re-lease the premises.
13. Signs: All exterior signs must have prior approval of the
Lessor and no unsightly signs shall be erected or permitted to remain on the
exterior of the leased property or on either side of the windows or door at the
front of the leased property.
14. Public Utilities and Janitorial Serviced: The Lessee shall
provide all utilities and inside janitorial services to the premises during the
term of this lease.
15. Maintenance: The Lessee will keep and maintain the leased
premises and the spaces immediately adjoining the front and the rear thereof in
a good and clean condition and will promptly remove or cause to be removed any
rubbish or trash accumulating therein.
16. Ad Valorem Real Estate Taxes: The Lessor will pay municipal
and county ad valorem real estate taxes for the first full calendar year.
Thereafter the Lessee will pay their proportionate share of any increase in such
taxes and their proportionate share shall bear the same ratio to 100 percent of
the total increase that the square footage of floor space of the entire
building.
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17. Warranty of Right to Lease: The Lessor covenants that he owns
fee simple title to all the property described in the first paragraph of this
lease and that he has full and complete right to lease the same.
18. Insurance: The Lessee agrees to obtain at his expense a policy
or policies of liability insurance in company or companies approved by the
Lessor, providing for liability insurance for bodily injury and property damage
with a combined single limit of not less than $300,000. Said policy or
policies shall be commercial general liability policies and will include the
Lessor as additional named insured. Either the original or a duplicate
original will be delivered to the Lessor and all premiums will be paid by the
Lessee.
19. Maintenance of Air-Conditioner: The LESSOR will maintain
building air-conditioning unit or units and all parts thereof in good and
substantial repair and working order.
20. Janitorial Service: Lessee will provide its own interior
janitorial service for the areas of the building.
21. Condition of Property at Lease Temination: The Lessee will
quietly surrender possession of the property and vacate same at the end of the
original term, or at the end of the extended term, as the case may be, and
return the property to the Lessor in as good conditon as when first occupied,
reasonable wear and tear expected.
22. Radon Gas Disclosure: Radon Gas is a naturally occurring
radioactive gas that, when accumulated in a building in sufficient quantities,
may present health risks to persons who are exposed to it over time. Levels
of radon that exceed Federal and State guidelines have been found in buildings
in Florida. Additional information regarding radon and radon testing may be
obtained from your county public health unit.
(6)
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23. Disability Act: Tenant shall be responsible for compliance with the
Demised Premises with all requirements of the Americans with Disabilities Act
(the "Act"), and shall indemnify, defend and save Landlord harmless from any
claim, damages or loss resulting from Tenant's failure to comply with the Act,
which indemnification shall survive the termination of this Lease.
24. Indemnity: The Lessee will, during the term of this Lease, or any
renewals, indemnify the Lessor and hold him harmless against all claims,
demands, and judgments for loss, damage, or injury to property or person
resulting or occurring as a result of act or acts or omission or omissions of
Lessee, its employees, agents or representatives, or the breach of any
obligation of Lessee as set out in this Lease, but not by reason of the
negligence of the Lessor.
IN WITNESS WHEREOF, the Lessor has caused these presents to be executed in
its name and the Lessee has hereto set his hand and seal on the day and year
first above written, in two counterparts, either of which may be considered an
original.
Signed, sealed and delivered in
the presence of:
/s/ KDL CORP.
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WITNESS LESSOR
/s/ XXXXXX MOTEL OWNER
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WITNESS LESSOR
/s/ XXXXX XXXXXX
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WITNESS LESSEE
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WITNESS LESSEE
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