STANDARD LEASE
THIS AGREEMENT, entered into this 15th day of October, 1997, between Xxxxx Xxxx,
Trustee hereinafter referred to as "Landlord", whose business address is 000
Xxxxxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxxxx, 00000 and BRT VIDEO INCORPORATED,
hereinafter referred to as "Tenant".
WITNESSETH
Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the
following described property, more specifically described on Exhibit "A"
attached hereto, sometimes hereinafter referred to as the "Premises" or the
"Leased Premises", to-wit:
0000 XXXX XXXXXXXX XXXX
XX XXXXXXXXXX, XX
1. TERM: Tenant to have and to hold the above described premises for a term of
10 years, commencing on November 1, 1997, and terminating on October 31, 2007 at
5:00 P.M., on the terms and covenants, and conditions as set forth herein.
Provided this Lease is in good standing and the Tenant is not in default
hereunder, the Landlord hereby grants to the Tenant two options to extend the
term of this Lease for an additional 5 years each, upon the same terms and
conditions as set forth herein, except that the rent for such option period
shall be as set forth below. The Tenant shall exercise such option by giving
written notice thereof, sent by certified mail to the Landlord at the address of
the Landlord where rent payments are made, not less than one hundred eighty
(180) days prior to the expiration of the original term hereof, otherwise this
option shall be void.
2. POSSESSION: If, for any reason, Landlord is unable to give possession of the
Leased Premises on the date of commencement of this Lease, this Lease shall not
be affected thereby nor shall Tenant have any claim against Landlord by reason
thereof. All claims for damages arising out of such delay other than a
proportionate abatement of rent are hereby waived and released by Tenant.
Nothing herein contained shall operate to extend the term of this Lease beyond
the agreed termination date and Tenant's only remedy and Landlord's only
liability shall be the abatement of rent herein referred to. If Landlord is
unable to give possession of the Leased Premises to Tenant within ninety (90)
days next after the commencement of the term of this Lease, then Tenant shall
have the right to cancel this Lease upon written notice thereof delivered to
Landlord within ten (10) days after the lapse of said ninety (90) day period,
and upon such cancellation, Landlord and Tenant each shall be released and
discharged from any and all liability in connection with this !-ease.
3. MONTHLY BASE RENT: TENANT COVENANTS AND AGREES TO PAY, TOGETHER WITH ANY AND
ALL SALES AND USE TAXES LEVIED UPON THE USE AND OCCUPANCY OF THE LEASED
PREMISES, AS SET FORTH IN SECTION 6 OF THIS LEASE, DURING THE TERM HEREOF, TO
LANDLORD, IN ADVANCE AND BEGINNING ON THE COMMENCEMENT DATE OF THIS LEASE, AND
OR BEFORE THE FIRST DAY OF EACH AND EVERY MONTH THEREAFTER, WITHOUT ANY PRIOR
DEMAND THEREFORE, AND WITHOUT ANY DEDUCTION OR SET-OFF WHATSOEVER, FOR THE NEXT
TWELVE (12) MONTH PERIOD, A BASE RENT OF $100,000.00 PER YEAR IN MONTHLY
INSTALLMENTS OF $8,333.33. Rent shall be paid to Landlord at 000 Xxxxxxxx
Xxxxxx, Xxxxx Xxxxx, Xxxxxxx 00000, or at such other place designated by
Landlord. The Monthly Base Rent will be adjusted annually in the manner set
forth in Section 4 of this Lease. If the commencement date of the term of this
Lease is a day other than the first day of a calendar month, the Base Monthly
Rent for said fractional month shall be prorated on a per diem basis. All rent
shall be abated for 60 days from delivery date.
4. ANNUAL RENT ADJUSTMENT: The Monthly Base Rent for each twelve month period
subsequent to the first complete twelve month period occurring during the term
of this Lease or any renewal or extension thereof, shall be computed by
multiplying the then current Monthly Base Rent by 105%.
The Tenant agrees to pay the adjusted Monthly Base Rent, together with any
applicable taxes, as set forth In Section 6 of this Lease, on the first day of
each and every month for the following twelve month period.
5. TAXES AND INSURANCE EXPENSES:
A. TENANT AGREES THAT TENANT WILL PAY TO LANDLORD TENANT'S
PROPORTIONATE SHARE (100%) OF (I) TAXES OF WHICH THE DEMISED PREMISES IS A PART
DURING THE INITIAL TERM AND ANY EXTENDED TERM HEREOF; AND (II) PREMIUMS FOR
INSURANCE EXPENSES FOR THE PROPERTY OF WHICH THE DEMISED PREMISES IS A PART
DURING THE INITIAL TERM AND ANY EXTENDED TERM HEREOF (COLLECTIVELY HEREINAFTER
REFERRED TO AS "IMPOSITIONS"). BASED ON LANDLORD'S ESTIMATE TENANT'S
PROPORTIONATE SHARE OF IMPOSITIONS OF THE CALENDAR YEAR 1997 WILL BE $2005.00
dollars per month. Commencing with the calendar year 1998 and during each
calendar year thereafter during the term hereof, tenant's Proportionate Share of
Impositions will be an amount calculated by Landlord based on the prior calendar
year's expense figures divided by twelve to equal monthly payments. Within sixty
(60) days after the end of each calendar year, Landlord will compute Tenant's
Proportionate Share of Impositions based on the actual figures for the prior
calendar year an an adjustment will be made in cash between Landlord and Tenant
within 15 days of notice, if the amount paid is different from the amount
required based on actual figures. Payments of Impositions for any fractional
year at the commencement or end of the Lease term will be prorated. All payments
plus sales tax thereon pursuant to this paragraph will be made on the first day
of each month during the term hereof at the same time rental payments are due
and payable. Failure to pay Tenant's Proportionate Share shall be a default
hereunder, the same as the failure to pay rental payments.
B. Omitted Intentionally
C. Omitted Intentionally
D. For the purposes of this Section, the term "Taxes" shall
include all real estate taxes, assessments (general and special) and
other governmental impositions and charges of every kind and nature
whatsoever, which shall or may, during the term of this Lease, or any
renewal or extension thereof, be levied, assessed, imposed, become due
and payable, or become liens upon or arise in connection with, the
building or any of its improvements, or the land thereof, and any
expenses incurred by Landlord in obtaining a reduction of any such
taxes or assessments. Landlord agrees to pay to all the local taxing
authorities and other governmental agencies, throughout the Lease
Term, all Taxes as herein before described.
E. For the purposes of this Section, the term "Insurance
Expenses" shall Include public liability, property damage, loss of
rents, sign, flood, and any other insurance carded by Landlord for the
protection of the building and land.
6. SALES AND USE TAX: Tenant hereby covenants and agrees to pay monthly, as
additional rent, any sales, use or other tax, excluding State or Federal income
tax, now or hereafter imposed upon rents or additional rents by the United
States of America, the State, or any political subdivision thereof, to the
Landlord, notwithstanding the fact that such statute, ordinance or enactment
imposing the same may endeavor to impose the tax on Landlord.
7. LATE PAYMENT PENALTY: IN THE EVENT ANY RENT OR ADDITIONAL RENT DUE LANDLORD
UNDER THIS LEASE, IS NOT RECEIVED BY LANDLORD WITHIN FIVE (5) DAYS AFTER THE DUE
DATE, TENANT AGREES TO PAY LANDLORD EACH MONTH, AS ADDITIONAL RENT A LATE
PAYMENT PENALTY OF 5% OF the total rent and additional rent then due and
outstanding.
8. DISHONORED CHECKS:
A. In the event that any check, bank draft, order for payment
or negotiable instrument given to Landlord for any payment due under this Lease,
shall be dishonored for any reason whatsoever, not attributable to landlord,
Landlord shall be entitled to make an administrative charge to Tenant, as
additional rent, a minimum of $50.00, or such higher amount allowed by Florida
Law, for each such occurrence.
B. IN THE EVENT THAN MORE THAN ONE (1) CHECK, BANK DRAFT, ORDER
FOR PAYMENT OR NEGOTIABLE INSTRUMENT GIVEN TO LANDLORD FOR ANY PAYMENT DUE UNDER
THIS LEASE SHALL BE DISHONORED FOR ANY REASON WHATSOEVER, NOT ATTRIBUTABLE TO
LANDLORD, DURING THE TERM OF this Lease or any renewal or extension thereof,
Landlord shall require that all subsequent payments made by Tenant to Landlord,
be made by either United States Postal Money Order or a Florida Bank Cashier's
Check.
9. ADDITIONAL RENT: In order to give Landlord a lien of equal priority with
Landlord's lien for rent, and for no other purpose, any and all sums or money or
charges required to be paid by Tenant under this Lease, whether or not the same
be so designated, shall be considered additional rent. If such amounts or
charges are not paid at the time provided in this lease, they shall
nevertheless, if not paid when due, be collectible as additional rent within the
next installment of rent thereafter falling due hereunder, but nothing herein
contained shall be deemed to suspend or delay the payment of any amount of money
or charges as the same becomes due and payable hereunder, or limit any other
remedy of Landlord.
10. SECURITY AND ASSIGNMENT BY LANDLORD:
A. Tenant has deposited with Landlord, the sum of $25,000.00 as a security
for the faithful performance and observance by Tenant of the terms, covenants
and conditions of this Lease. It is agreed that in the event Tenant default in
respect of any of the terms, covenants and conditions of this Lease, including
but not limited to the payment of rent and additional rent, Landlord may use,
apply or retain the whole or any part of the security so deposited to the extent
required for the payment of any rent and additional rent or any other sums as to
which Tenant is in default or for any sum which Landlord may expend or may be
required to expend by reason of Tenant's default in respect of any of the terms,
covenants and conditions of this Lease, including but not limited to any damages
or deficiency in the re-letting of the premises, whether such damages or
deficiency accrued before or after summary proceedings or other re-entry by
Landlord. In the event that Tenant shall fully and faithfully comply with all of
the terms, covenants and conditions of this Lease, the security shall be
returned to Tenant within thirty (30) days after the date fixed as the end of
the Lease, and after delivery of entire possession of the Leased Premises to
Landlord.
B. Landlord shall have the right to transfer and assign, in whole or in
part, all and every feature of he rights and obligations hereunder, and in the
Building and Real Property referred to herein, and howsoever made, shall be In
all things respected and recognized by Tenant. In the event of a sale,
assignment of lease of the Landlord or building, or Landlord's leasehold
interest, Landlord shall have the right to transfer the security to the vendee,
or assignee, and Landlord shall thereupon be released by Tenant from all
liability for the return of such security and for the performance of the terms,
covenants and conditions hereunder, and Tenant agrees to look solely to the new
Landlord for the return of said security and for the performance of the terms,
covenants and conditions of this Lease to be performed by Landlord.
C. It is agreed that the provisions hereof shall apply to every transfer or
assignment made of the security to a new Landlord. Tenant further covenants that
it will not assign or encumber the moneys deposited herein as security, and that
Landlord nor his successors or assigns shall be bound by any such assignment or
encumbrance. Landlord shall not be required to keep the security in a segregated
account and the security may be commingled with other funds of Landlord, and in
no event shall Tenant be entitled to any interest on the security.
11. OMITTED INTENTIONALLY
12. USE: The Leased Premises shall be continuously used and occupied during the
full term of this Lease, and for no other use or purpose(s) than: post
production video editing and video production, without the prior written consent
of Landlord. Tenant covenants and agrees that Tenant will not, without the prior
written consent of Landlord, permit the premises to be occupied by any person,
firm, corporation or entity, other than the Tenant and Tenant's employees. No
noise, disturbance, or nuisance whatsoever on the premises detrimental to the
neighbors or other tenants of the building shall be permitted.
13. LEGAL USE, REGULATIONS AND VIOLATIONS OF INSURANCE COVERAGE: Tenant will
occupy and use the Leased Premises during the term of this Lease, or any renewal
or extension thereof, for the purpose above specified use and none other, will
not exhibit, sell or offer for sale on the premises or in the building, any
article or thing whatsoever (except those articles and things essentially
connected with the stated use of the premises) without the prior written consent
of Landlord; will not make or permit any use of the premises which, directly or
indirectly, is forbidden by public law, ordinance or governmental regulation or
which may be dangerous to life, limb or property, or which may invalidate or
increase the premium cost of any policy of insurance carried on the Building or
Real Property, or covering its operation. In addition to all other liabilities
for breach of any covenant of this Section, Tenant shall pay to Landlord, as
additional rent, an amount equal to the increased cost of insurance or damage.
Tenant waives any claim against Landlord for any expenses or damage resulting
from compliance with any of the said laws, ordinances, regulations.
14. COMPLIANCE WITH LEGAL REQUIREMENTS: Tenant covenants and agrees, at its sole
cost and expense, to: promptly fulfill and comply with all laws, statutes,
ordinances, rules, orders, regulations and requirements of any and all
governmental bodies, including but not limited to: Federal, State, ADA, County
and City governments, and any and all of their departments and bureaus
applicable to the Leased Premises, now in force, or which may hereafter be in
force; promptly fulfill and comply with all laws, statutes, ordinances, rules,
orders, regulations and requirements for the prevention of fire, now in force,
or which may hereafter be in force; promptly fulfill and comply with all laws,
statutes, ordinances, rules, orders, regulations and requirements of any use or
occupancy certificate; and to promptly fulfill and
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comply with the provisions of all recorded documents affecting the Leased
Premises, and the Building or Real Property of which the Leased Premises forms a
part insofar as any thereof relate to or affect the condition, and the use or
occupancy of the Leased Premises. Tenant shall pay all costs, expenses, claims,
fines, penalties, and damages that may be imposed because of the failure of
Tenant to comply with this Section, and shall indemnify Landlord from any and
all liability arising from each and every non-compliance.
15. ACCEPTANCE OF PREMISES: Tenant hereby acknowledges that Tenant has inspected
the Leased Premises and that the Leased Premises is suitable for Tenant's use
and occupancy. Tenant hereby acknowledges and agrees that Tenant has inspected
the Leased Premises and accepts and is satisfied as to the extent and condition
thereof, and acknowledges and agrees that the Leased Premises is being leased in
its as is condition. Tenant acknowledges that no work needs to be performed by
Landlord to prepare the Leased Premises for Tenant's occupancy, and that
Landlord makes no warranties or representations as to the condition of the
Leased Premises or its suitability for Tenant's use or occupancy. Tenant hereby
acknowledges that phone system will not be included.
16. REPAIRS AND ALTERATIONS:
A. Tenant, by occupancy hereunder, accepts the Leased Premises
as being in good repair and condition. Tenant shall at all times during the term
of this Lease or any renewal or extension thereof, at its sole cost and expense,
maintain and repair: the Leased Premises, the air conditioning system, the
plumbing systems, the interior and exterior of the building, and every part
thereof in good repair and condition. If the Leased Premises becomes infested
with vermin, Tenant, at its sole cost and expense shall cause the Leased
Premises to be exterminated from time to time to the satisfaction of Landlord,
and shall employ such exterminators therefore as shall be approved by Landlord.
Tenant shall promptly, at its sole cost and expense, repair or replace any
damage or injury to all or any part of the Leased Premises, the Building, or the
Real Property, caused by Tenants unauthorized use of the Leased Premises, or by
the fault or neglect of Tenant, Tenant's officers, employees, agents,
contractors, licensees, customers, invitees, visitors, and others permitted in,
upon or about the Leased Promises by Tenant; provided however, if Tenant fails
to make the repairs or replacements promptly, Landlord may, but shall not be
obligated to, make the repairs or replacements at Tenant's sole cost and expense
and Tenant shall pay Landlord, as additional rent, the cost of such work
performed by Landlord, plus twenty percent (20%) overhead, upon presentation of
a xxxx for such work.
B. Tenant shall not make or suffer to be made any alterations,
additions or improvements to or of the Leased Promises or any part thereof
without prior written consent of Landlord. In the event Landlord consents to the
proposed alterations, additions or improvements, the same shall be at Tenant's
sole cost and expense, and Tenant shall hold Landlord harmless on account of the
cost thereof. Tenant, at its sole cost and expense, shall obtain all necessary
governmental approvals and permits, and shall provide Landlord with copies of
all such governmental approvals and permits, prior to the commencement of any
and ail such construction work, and Tenant shall comply with all applicable
laws, rules, regulations, and building and zoning codes relating to such
construction work. All construction work shall be performed in a good and
workmanlike manner and shall be diligently performed to completion. Any
construction work performed by Tenant without Landlord's approval and consent,
shall immediately be returned to its original order and condition at Tenants
sole cost and expense, upon request by Landlord. Any such alterations, additions
and improvements shall be made at such times and in such a manner as to not
unreasonably interfere with the occupation, use and enjoyment of the remainder
of the Building and Real Property by the other tenants thereof. If required by
Landlord, such alterations, additions and improvements shall be removed by
Tenant upon the termination or sooner expiration of the term of this Lease, and
Tenant shall repair damage to the premises caused by such removal, all at
Tenant's sole cost and expense.
C. All roofing repairs, patches, tie ins, and any other work
performed on roof shall only be done by Landlord's approved roofer. Neither
Tenant, Tenant's officers, employees, servants, agents, contractors, licensees.
customers, visitors, of others permitted in, upon or about the Leased Premises
by Tenant, shall be permitted on the roof of the Building for any purpose
whatsoever, without the prior written consent of Landlord.
D. The Landlord covenants that Landlord will keep the exterior
roof and structural elements of the building in which premises are situated, in
good repair. However, any damage to the roof or structural elements by Tenant
shall be the sole responsibility of Tenant to pay for within 15 days receipt of
billing by Landlord. The Tenant shall give to the Landlord seven (7) days
written notice of needed repairs, and the Landlord shall have a reasonable time
thereafter within which to commence said repairs.
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17. LIENS:
A. Tenant herein shall not have any right or authority to create any liens
for labor or material on the Landlord's interest in the above described
property, and all persons contracting with the Tenant for the renovation,
alteration, addition, improvement, repair, maintenance, labor performed or
materials furnished to the Leased Promises, or to the Building or Real Property
of which the Leased Premises forms a part, and all contractors, sub-contractors,
material men, mechanics and laborers, are hereby charged with notice that they
must look solely to the credit of Tenant for payment, and not the Landlord's
interest in the Leased Premises or otherwise. Landlord may, at Landlord's
option, record a notice of this provision in the public records of Dade County,
Florida.
B. If by reason of any renovation, alteration, addition, improvement
repair, maintenance, labor performed or materials furnished to the Leased
Premises, for on behalf of Tenant, any mechanic's lien or other lien shall be
filed, claimed, perfected or otherwise established as provided by law, against
the Leased Premises, or against the Building or Real Property of which the
Leased Premises forms a part, Tenant shall discharge or remove the lien by
bonding or otherwise, within ten (10) days after receipt of notice from Landlord
of the filing of same.
C. Tenant further agrees that Tenant will promptly pay and satisfy all
liens of contractors, sub-contractors, material men, mechanics, laborers, and
other items of like character, and will indemnify Landlord against all legal
costs and charges, bond premiums for release of liens and including attorneys'
fees costs and expenses, reasonably incurred in and about the defense of any
suit in discharging the said premises or any art thereof form any liens,
judgments, or encumbrance caused or suffered by Tenant. It is understood and
agreed between the parties hereto that the cost and charges above referred to
shall be considered as rent due and shall be included in any lien for rent.
D. Tenant agrees to pay all charges for gas, garbage collection,
electricity and other illuminent and power, and for water used upon and in
connection with the premises, not more than ten (10) days after the same shall
become due and payable.
18. SAFETY AND LIMITATION OF EQUIPMENT: Landlord shall have the right to
determine and prescribe the weight and proper position of any unusually heavy
equipment, including but not limited to: safes, large files and etc., and to
limit, restrict or exclude such equipment, as well as other equipment and
machinery which in Landlord's opinion are unusually noisy of or exclude such
equipment, as well as other equipment and machine create unusual vibrations, or
give off noxious odors. Only those which, in the opinion of Landlord , may be
modified and used so as to avoid noise, vibration and noxious oors, may be moved
into the Building. Any damage occasioned in connection with the moving or
installing of such aforementioned equipment or articles in the Building, or by
reason of the existence of the same in the Building, shall be paid for by
Tenant.
19. HAZARDOUS MATERIALS AND INDEMNIFICATION:
Tenant hereby covenants and agrees that it shall not bring or transport onto the
Leased Premises, or use or store in, on, or about the Leased Premises, or in the
vicinity thereof, in connection with its use and occupancy of the Leased
Promises, or permit any other party to do any of the foregoing, any
environmentally hazardous materials, substances, or waste of any nature that is
classified as such by any county, municipal, state, federal or other
governmental authority. Tenant agrees to indemnify Landlord and save it harmless
from and against any and all claims, losses, actions, damages, liabilities and
expenses, including reasonable legal fees and expenses, reasonable clean-up
costs suffered or incurred by Landlord, and any and all costs or expenses
relating to the testing of or for any and all such hazardous materials,
substances, asbestos, or waste of any nature, for or on account of or arising
from or in connection with any breach of Tenant's warranties, representations or
obligations under this section, or in connection with any condition created by
Tenant as the result of any spill, discharge or release of any environmentally
hazardous materials, substances or waste in, on or about the Leased Premises, or
in the vicinity thereof.
20. OMITTED INTENTIONALLY
21. INSURANCE: Tenant hereby agrees to maintain in full force and effect at all
times during the term of the Lease, or any renewal or extension thereof, at its
sole cost and expense, for the protection of Tenant and Landlord, as their
interest may appear, policies of insurance issued by a responsible insurance
carrier or carriers. licensed to do business In the State of Florida, acceptable
to Landlord, which afford the following coverages:
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A. Comprehensive General Liability Insurance: in the minimum amount of
$1,000,000 combined single limit for both bodily injury and property damage.
B. All Risk Property insurance to cover all of Tenant's personal property,
stock in trade, furniture, fixtures, equipment, furnishings, removable floor
covering, signs, and all leasehold improvements, alterations, additions and
decorations installed in, upon or about the Leased Promises.
Tenant shall deliver to Landlord prior to occupancy of the Leased Premises, and
thereafter at least thirty (30) days prior to the expiration of such policies,
Certificates of Insurance evidencing the above coverages with limits not less
than those specified above. Such Certificates shall name Landlord and Landlord's
Agent, as additional insureds, and shall expressly provide that the interest of
the same therein shall not be affected by any breach by Tenant of any policy
provision for which such Certificates evidence coverage. All Certificates shall
expressly provide that no less than thirty (30) days prior written notice shall
be given Landlord and Landlord's Agent in the event of material alteration to,
or cancellation of, the coverages evidenced by such Certificates.
FAILURE TO PROVIDE SUCH INSURANCE COVERAGES SHALL BE DEEMED A DEFAULT OF THIS
LEASE
22. WAIVER OF SUBROGATION: Landlord and Tenant hereby release each other from
any and all liability or responsibility, to the other or anyone claiming through
or under them by way of subordination or otherwise, for any loss or damage to
property caused by fire or any of the extended coverage or supplementary
insurance contact casualties covered by the insurance on the Leased Promises,
even if such fire or other casualty shall have been caused by the fault or
negligence of the party or anyone for whom such party may be responsible;
provided, however, that this release shall be applicable and in force and effect
only with respect to loss or damage occurring during such time as the releasor's
insurance policies shall contain a clause or endorsement to the effect that any
such release shall not adversely affect or impair or prejudice the right of the
Landlord to recover thereunder. Landlord and Tenant each agree that their
policies will include such a clause or endorsement so long as the same is
obtainable, and if not obtainable, shall advise the other in writing, and such
notice shall release both parties from the obligation to obtain such a clause or
endorsement.
23. INDEMNIFICATION: In consideration of the Leased Premises being leased to
Tenant by Landlord, Tenant agrees that Tenant, at all times, will indemnify and
keep harmless Landlord from all losses, damages, liabilities, expenses, costs
and attorneys' fees, including appellate attorneys' fees, which may arise or be
claimed against Landlord, and be in favor of any person, firm or corporation,
for any injuries or damages to the person or property of any persons, firm or
corporation, consequent upon or arising from the use or occupancy of the Leased
Premises by Tenant or consequent upon or arising from any acts, omissions,
neglect or fault of Tenant, Tenant's officers, employees, servants, agents,
contractors, licenses, invitees, or visitors. or consequent upon or arising from
Tenant's failure to comply with the laws, statutes, ordinances or regulations of
any governmental authority having jurisdiction thereover; that Landlord shall
not be liable to Tenant for any damages, losses, or injuries to the person or
property of Tenant which may be caused by the acts, neglect, omission or faults
of any person, firm or corporation, and that Tenant will indemnify and keep
harmless Landlord from all losses, damages, liabilities, expenses, costs and
attorneys' fees, including appellate attorneys' fees, which may arise or be
claimed against Landlord, and be in favor of any person, firm or corporation,
for any injuries or damages to the person or property of any persons. firm or
corporation where said injuries or damages occurred in, upon or about the Leased
Premises. The provisions of this section shall apply to Tenant's use and
occupancy of the Leased Premises prior to the Commencement Date, throughout the
term of this Lease or any renewal or extension thereof, and shall survive the
termination of this Lease. Tenant shall not be responsible for any loss due to
the negligence of Landlord.
24. SUBORDINATION:
A. This Lease is subject to any mortgage or ground or underlying lease now
or hereinafter placed upon or affecting the land or Building or Leased Premises.
To that effect: Tenant agrees to execute any and all instruments to effect said
subordination. The liability of Landlord or its assigns under this Lease shall
exist only so long as such entity is the owner of the subject real estate, and
such liability shall not continue or survive after any transfer of ownership
B. If such mortgage be foreclosed or such underlying lease is terminated,
then upon request of the mortgagee or underlying Landlord, Tenant will attorn to
the purchaser at any foreclosure sale thereunder, or the underlying Landlord,
and execute such instruments as may be necessary or appropriate to evidence such
attornment.
C. Within ten (10) days after written request from Landlord, Tenant shall
deliver to Landlord or to its mortgagee(s), or auditors, or prospective
purchaser(s), or the owner of the fee, a certificate, in the form and substance
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submitted by Landlord, certifying that this Lease is unmodified and in full
force (or if there have been modifications, that this Lease is in full force and
effect, as modified, and stating the date and nature of each modification), the
date, if any to which rental and other sums payable hereunder have been paid,
that Landlord is not in default therein, or stating specifically any exceptions
thereto, and such other matters as may be reasonably requested by Landlord. In
the event Tenant refuses to execute and deliver said certificate to Landlord
within said ten (10) day period, Landlord may, at its option, cancel this Lease
without incurring any liability on account thereof, and the term hereby granted
is expressly so limited.
25. ASSIGNMENT AND SUBLEASE:
A. Tenant covenants and agrees not to encumber or assign this Lease or
sublet all or any part of the Leased Premises without the prior written consent
of Landlord, which may be arbitrarily or unreasonable withheld, which consent
covenants and agrees shall not be unto a sale or transfer of a majority interest
of the stock of a corporate Tenant, shall be deemed an assignment, and such sale
or transfer shall not be made without the prior written consent of Landlord.
Such assignment in no way relieve Tenant from any obligations hereunder for the
payment of rent or additional rent, or for the performance of the terms,
covenants and conditions of this Lease.
B. In no event shall Tenant assign or sublet the Leased Premises for any
terms, conditions, covenants, or use, other than those contained herein, in
event shall this Lease be assigned or be assignable by operation of law or by
voluntary or involuntary bankruptcy proceedings or otherwise, and in no event
shall this Lease or any rights or privileges hereunder be an asset of Tenant
under any bankruptcy, insolvency or reorganization proceedings.
26. DESTRUCTION OF PREMISES: A. If the premises are totally destroyed by
fire or other casualty, both Landlord and Tenant shall have the option of
terminating this Lease, upon giving written notice at any time within thirty
(30) days from the date of such destruction, and if the Lease be so terminated,
all rent shall cease as of the date of such destruction and any prepaid rent
shall be refunded.
B. If such Leased Premises are partially damaged by fire or other casualty,
or totally destroyed thereby and neither party elects to terminate this Lease
within the provisions of Section A, above or Section C, below, then Landlord
agrees, at Landlord's sole cost and expense, to restore the Leased Premises to a
kind and quality substantially similar to that immediately prior to such
destruction or damage. Said restoration shall be commenced within a reasonable
time and completed without delay on the part of Landlord and In any event shall
be accomplished within 180 days from the date of the fire of other casualty. In
such case, all rents paid in advance shall be proportioned as of the date of
damage or destruction and all rent thereafter accruing shall be equitably and
proportionately suspended and adjusted according to the nature and extent of the
destruction or damage, pending completion of rebuilding, restoration of repair,
except that in the event the destruction or damage is so extensiv as to make it
unfeasible for Tenant to conduct Tenant's business on the Leased Premises, the
rent shall completely xxxxx until the Leased Premises is restored by Landlord or
until Tenant resumes the use and occupancy of the Leased Premises, whichever
shall first occur, Landlord shall not be liable for any inconvenience or
interruption of business of Tenant occasioned by fire or other casualty.
C. If Landlord undertakes to restore, rebuild or repair the promises, and
such restoration, rebuilding or repair is not accomplished within 180 days, and
such failure does not result from causes beyond the control of Landlord, Tenant
shall have the right to terminate this Lease by written notice to Landlord
within thirty (30) after expiration of said 180 day period.
D. Landlord shall not be liable to carry fire, casualty or extended damage
insurance on the person or property of Tenant, or any person or property which
may now or hereafter be placed in the Leased Premises.
27. CONDEMNATION: In the event the whole or any part of the land or Building in
which the Leased Premises are located, other than a part not interfering with
the maintenance or operation thereof, shall be taken or condemned for any pubic
or quasipublic use or purpose, or is taken by private purchase in lieu of
condemnation, Landlord may, at its option, terminate this Lease from the time
title to or right to possession shall vest in or be taken for such public use or
purpose, and Landlord shad be entitled to any and all income, rent, awards, or
any interest therein whatsoever which may be paid or made in connection
therewith. Rent shall be paid prorata to the date of termination.
28. DEFAULT: All rights and remedies of Landlord herein enumerated in the event
of a default, shall be cumulative, and nothing herein shall exclude any other
right or remedy allowed by law.
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A. In the event Tenant shall default in the payment of rent,
additional rent or any other sums payable by Tenant herein and such default
shall continue for a period of five (5) days, or if Tenant shall abandon the
premises and remove or attempt to remove therefrom the major portion of its
furniture or fixtures, or if Tenant shall default in the performance of any
other covenants or agreements of this Lease and such default shall continue for
ten (10) days after written notice thereof, or if Tenant should become bankrupt
or insolvent or any debtor proceedings be taken by or against Tenant, then and
in addition to any and all other legal remedies and rights, Landlord may declare
the entire balance of rent for the remainder of the term to be due and payable
and may collect the same by distress or otherwise and Landlord shall have a
lien on the personal property of Tenant which is located in, upon or about the
Leased Premises and in order to protect its security interest in the said
property, Landlord may, without first obtaining a distress warrant, lock up
Leased Premises in order to protect said interest in the secured property or
Landlord may terminate this Lease and retake possession of the Leased Premises,
or enter the Leased Premises and relet the same, with or without any furniture
or personal properly that may be therein, without termination, in which latter
event Tenant covenants and agrees to pay any deficiency after Tenant is credited
with the rent thereby obtained, less all repairs and expenses, including the
expenses of obtaining possession and reletting, or Landlord may resort to any
two or more of such remedies or rights, and adoption of one or xxxx such
remedies or rights shall not necessarily prevent the enforcement of others
concurrently or thereafter.
B. Any moneys received from Tenant at any point during the term
of this Lease or any renewal or extension thereof, will be applied at Landlord's
sole discretion, towards Tenant's earliest obligations.
C. Tenant further covenants and agrees to pay, as additional
rent, reasonable attorney's fees and costs and expenses of Landlord, including
court costs, if Landlord employs an attorney to collect rent or additional rent,
or enforce other rights of Landlord herein in event of any breach as aforesaid
and the same shall be payable regardless of whether collection or enforcement is
affected by suit or otherwise.
29. LEGAL EXPENSES: In the event Landlord retains an attorney to perform
services in connection with any matter, or not suit be instituted, arising out
of this Lease, Tenant expressly understands and agrees to reimburse Landlord
immediately upon demand, as additional rent, for all reasonable attorneys' and
paralegal's' fees, cost and expenses, and court costs, so incurred by Landlord.
30. CHARGES FOR SERVICES: Tenant covenants and agrees that any charges against
Tenant by Landlord for services or for work done in, upon or about the Leased
Premises, by order or request of Tenant, or otherwise accruing under this Lease,
shall be considered as rent due, and shall be included in any lien for rent.
31. LANDLORD'S RIGHT TO INSPECT AND DISPLAY: Landlord or any of its agents,
shall have the right, at all reasonable times (with 24 hours notice, emergency
repairs excluded) during the term of this Lease or any renewal or extension
thereof, to enter the Leased Premises to or inspect same, to determine whether
Tenant is complying with all of its obligations hereunder, to show the premises
to lenders, prospective tenants and purchasers, and to make such repairs,
alterations, improvements or additions therein as Landlord shall deem necessary
or desirable. Landlord shall be allowed to take all materials into and upon said
premises that may be required thereof, without the same constituting an
eviction, actual or constructive, of Tenant, in whole or in part, and the rent
reserved shall in no wise xxxxx. Said right of entry shall likewise exist for
the purpose of removing signs, fixtures, alterations, additions and
improvements, which do not conform to this Lease. Landlord shall have the right
to use any and all means which Landlord may deem proper to open all doors in an
emergency in order to obtain entry to the Leased Promises. Any entry to the
Leased Premises obtained by Landlord by any of said means, or otherwise, shall
not under any circumstances be construed of deemed to be a forcible or unlawful
entry into or a detainer of the Leased Premises, or an eviction, actual or
constructive, of Tenant from the Leased Premises, and will be Tenant's expense
should Tenant deny Landlord access.
32. PERSONAL PROPERTY TAXES: Tenant shall be responsible for and shall pay
before delinquent all municipal, county or state taxes assessed during the term
of this Lease, or any renewal or extension thereof, against any leasehold
interest or personal property of any kind, owned or placed in, upon or about the
Leased Premises by Tenant.
33. LOSS AND DAMAGE: Landlord shall not be liable for any damage to property of
Tenant or others located in, upon or about the Leased Promises, nor for the loss
or damage to any property of others by theft or otherwise. Landlord shall not be
liable for any injury or damage to persons or property resulting from fire,
explosion, failing plaster, steam, gas, rain or leaks from any part of the
Leased Premises or from the pipes, appliances or plumbing, or from the roof,
street or subsurface or from any other place, or by dampness or by any other
cause whatsoever. Landlord shall not be liable for
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any such damage caused by other tenants or persons in, upon or about the Leased
Premises, occupants of adjacent property, occupants of the Building of which the
Leased Premises forms a part, or the public, or caused by operations in
construction of any private, public or quasi-public work. Landlord shall not
liable for any latent defect in the Leased Premise or in the Building or Real
Property of which they form a part. All property of Tenant or others kept or
stored in, upon or about the Leased Premises, shall be so kept or stored at the
risk of Tenant only, and Tenant shall hold Landlord harmless from any and all
claims arising out of damage to the same, including any subrogation claims by
Tenant's insurance carriers.
34. ASSIGNMENT OF CHATTELS: Tenant hereby pledges and assigns to Landlord, all
furniture, fixtures, goods and chattels of Tenant which shall or may be brought
or put in, upon or about the Leased Premises, as security for the payment of
said rents and additional rents, and Tenant agrees that said lien may be
enforced by distress, foreclosure or otherwise, at the election of the Landlord.
Tenant hereby expressly waives and renounces for himself and family, any and all
homestead and other exemption rights he may have now, or hereafter, under or by
virtue of the Construction and laws of the State of Florida, or of any other
state, or of the United States of America, as against the payment of said rents
and additional rents or any other obligation or damage that may accrue under the
terms, covenants and conditions of this Lease.
35. SURRENDER OF PREMISES: On or before the termination date of the term of this
Lease, or any renewal or extension thereof, or any earlier termination,thereof,
Tenant shall demand, quietly and peacefully deliver possession of the Leased
Premises to Landlord, broom clean, and free of all trash, garbage and debris, in
as good condition as existed when Tenant took possession, reasonable wear and
tear, and insured casualty damages excepted, and shall surrender all keys for
the Leased Premises to Landlord at the place then fixed for the payment of rent,
and shall inform Landlord of all combinations on locks, safes and vaults, if
any, in the Leased Premises. On or before said termination date, Tenant shall
remove all Tenant's personal property and trade fixtures from the Leased
Premises. All personal property or trade fixtures not removed by Tenant, shall,
upon said termination date become Landlord's property, and Landlord may, at its
option, either retain any personal property and trade fixtures, or dispose of
all or any portion of them at Tenant's sole cost and expense. Tenant shall
reimburse Landlord upon demand for all Landlord's expenses incurred in
connection with disposing of Tenant's personal properly and trade fixtures, or
removing any of Tenant's trash, garbage and debris from the Leased Premises, or
Building and Real Property of which the Leased Premises forms a part. This
obligation shall survive the termination of this Lease. If this Lease terminates
as a result of an insured casualty, Tenant is not obligated to repair or restore
the Leased Premises, but-Landlord is entitled to a portion of the proceeds from
Tenant's insurance, sufficient to reimburse Landlord for the reasonable cost of
restoring the interior of the Leased Premises to the condition existing
immediately before such casualty.
36. HOLDING OVER: IN THE EVENT TENANT RETAINS POSSESSION OF THE LEASED PREMISES
OR ANY PART THEREOF AFTER THE TERMINATION DATE OF THE TERM OF THIS LEASE, OR
RENEWAL OR EXTENSION THEREOF, AND WITHOUT THE EXECUTION OF A NEW LEASE, TENANT
SHALL BE DEEMED A MONTH-TO-MONTH TENANT, SUBJECT TO ALL OF THE TERMS, COVENANTS
AND CONDITIONS OF THIS LEASE, EXCEPT THAT THE MONTHLY RENTAL SHALL BE DOUBLE THE
MONTHLY RENT AND ADDITIONAL RENT PAYABLE DURING THE LAST MONTH OF THE TERM OF
THIS LEASE. THE PROVISIONS OF this paragraph do not waive Landlord's rights of
re-entry or any hereunder.
37. SUCCESSORS: All rights and liabilities herein given to, or imposed upon, the
respective parties hereto. shall extend to and bind the several respective
heirs, executors, administrators, successors, and assigns of the said parties,
and if there shall be more than one Tenant, they shall all be bound jointly and
severally by the terms, covenants and conditions herein. No rights, however,
shall inure to the benefit of any assignee of Tenant, unless the assignment to
such assignee has been approved by Landlord, in writing, as provided in this
Lease. Nothing contained in this Lease, shall in any manner restrict Landlord's
right to assign or encumber this Lease.
38. QUIET ENJOYMENT: Landlord covenants and agrees that, if Tenant pays all sums
required under this Lease and performs all the terms, covenants and conditions
required of Tenant under this Lease, Tenant may peaceably and quietly have, hold
and enjoy the Leased Premises during the term of this Lease, subject to:
A. The claims of all persons arising other than by, through or under
Landlord
B. The rights of all existing and future ground Tenants, or Tenants of the
entire Building
C. All existing and future lenders holding mortgages encumbering the Leased
Premises, the Building, or the Real Property.
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39. WAIVER: The failure of Landlord, in one or more instances, to insist upon
strict performance or observance of one or more of the terms, covenants or
conditions of this Lease, or to exercise any right, remedy, privilege or option
herein conferred upon or reserved to Landlord, shall not operate or be construed
as a relinquishment of waiver for the future of any such term, covenant or
condition, or of the right to enforce the same, or to exercise any such right,
remedy, privilege or option, but the same shall continue in full force and
effect; nor shall any custom or practice which may grow up between the parties
hereto, in the administration of any of the terms, covenants and conditions of
this Lease, operate or be construed as Landlord's relinquishment or waiver for
the future of any such term, covenant or condition, or of the right to enforce
the same, or to exercise any such right, remedy, privilege or option, but the
same shall continue in full force and effect. All of Landlord's rights,
remedies, privileges and options, provided for by the terms, covenants and
conditions of this Lease, shall be cumulative. The receipt by Landlord or rent,
additional rent, or any other payment required to be made by Tenant under this
Lease, or any part thereof, shall not be a waiver of any rent, additional rent,
or any other payment then due, nor shall such receipt, though with knowledge of
the breach of any term, covenant or condition hereof, operate as or be deemed to
be a waiver of such breach, and no waiver by the Landlord of any of the
provisions hereof. or any of Landlord's rights, remedies, privileges or options
hereunder, shall be deemed to have been made, unless made by Landlord in
writing.
40. ACCORD AND SATISFACTION: No payment by Tenant or receipt by Landlord of a
lesser amount than the monthly rent or additional rent herein stipulated, shall
be deemed to be other than on account of the earliest stipulated rent or
additional rent, nor shall any endorsement or statement on any check or any
letter accompanying any check or payment of rent, be deemed an accord and
satisfaction, and Landlord may accept such check or payment without prejudice to
Landlord's right to recover the balance of such rent or additional rent, or
pursue any other remedy as provided In this Lease.
41. NO LIGHT, AIR OR VIEW EASEMENT: Any diminution or shutting off of light, air
or view by any structure which may be erected on lands adjacent to the Building
of which the Leased Premises forms a part, shall in no way affect this Lease, or
impose any liability on Landlord.
42. OTHER EASEMENTS: It is expressly understood and agreed that Tenant does not
acquire any right or easement of the use of any door or passageway in any
portion of the Building of which the Leased Premises forms a part, or in any
premises adjoining such Building, except the easement of necessity for ingress
and egress, if any, in the doors and passageways directly connecting with the
Leased Premises, provided however, it is expressly agreed that Landlord shall
have the right to close any door or passageway into or from or connecting with
the Leased Premises and to interfere with the use thereof, whenever Landlord
deems it necessary to affect repairs, alterations, additions and improvements
thereto, or in, upon or about any premises adjoining such doors or passageways.
Landlord reserves the right to use, install and maintain and repair pipes, ducts
and conduits within the walls, columns and ceilings of the Leased Premises.
43. RADON GAS: Radon gas is a naturally occurring radioactive gas, that when it
has accumulated in a building in sufficient quantifies, may represent health
risks to persons who are exposed to it over time. Levels of radon that exceed
federal and state guidelines have been found in buildings in Florida. Additional
information regarding radon and radon testing may be obtained from your county
health unit. (Note: This Section is provided for Informational purposes pursuant
to Section 404.056 Subsection 9, Florida Statutes. 1988)
44. TERMS OF ESSENCE: Every term of this agreement shall be deemed and construed
to be of the essence thereof, and any breach shall be deemed and construed to be
of the very substance of this Lease, and Tenant hereby consents to the issuance
of an injunction by any court of competent jurisdiction restraining any
threatened breach or any continuing breach of any covenants imposed upon the
Tenant herein and hereby. Said right of injunction shall be cumulative to the
other remedies mentioned herein.
45. TIME OF ESSENCE: Time is of the essence with respect to the performance of
each and every provision of this Lease in which time of performance is a factor.
46. ENTIRE AGREEMENT: There are no oral agreements between Landlord and Tenant
affecting this Lease, and this Lease supersedes and cancels any and all previous
negotiations, arrangements, brochures, agreements and
10
Understandings, if any, between Landlord and Tenant or displayed by Landlord to
Tenant, with respect to the subject matter of this Lease. There are no
representations between Landlord and Tenant other than those contained in this
Lease, and all reliance with respect to any representations is solely upon such
representations. Except as herein provided, no subsequent alteration, change or
addition to this Lease shall be binding upon Landlord or Tenant, unless reduced
to writing and signed by both Landlord and Tenant.
47. NOTICES: All notices and demands which may or are required to be given by
either party to the other hereunder, shall be in writing and shall be deemed to
have been fully given when deposited in the United States mail, certified or
registered, postage prepaid, and addressed a follows:
A. To Landlord: at the business address specified on the first page of this
Lease, or to such other place as Landlord may form time to time designate in a
notice to Tenant.
B. TO TENANT: DELIVERED TO TENANT AT THE LEASED Tenant hereby appoints as
its agent to receive service of all dispossessory or distraint proceedings and
notices thereunder, the person in charge of or occupying the Leased Premises at
the time, and if no person shall be in charge of or occupying the same, then
such service may be made by attaching the same on the main entrance of the
Leased Premises.
48. CORPORATE STATUS: Tenant hereby covenants and agrees that if tenant is a
corporation, Tenant's corporate status shall continuously throughout the term of
this Lease or any renewal or extension thereof, be in good standing, active and
current with the state of its incorporation and the State of Florida. Tenant
shall annually provide Landlord with a current copy of its Certificate of Good
Standing under seal. The failure of Tenant to keep its corporate status both
active and current shall constitute an event of default of this Lease, and
Landlord may proceed with any or all of its remedies for default of the Tenant.
49. CORPORATE, PARTNERSHIP OR JOINT VENTURE AUTHORITY: If Tenant signs as a
corporation, partnership or joint venture, each of the persons executing this
Lease on behalf of Tenant, does hereby covenant and warrant that Tenant is
either a duly authorized and existing corporation or partnership or joint
venture, that Tenant has and is qualified to do business in the State of
Florida, that the corporation, partnership or joint venture has full right and
authority to enter into this Lease, and that each of the persons signing this
Lease on behalf of the Tenant are authorized to do so.
50. PARTIAL INVALIDITY: If any term, covenant or condition of this Lease or the
application thereof to any person or circumstances shall, to any extent, be
invalid or unenforceable, the remainder of this Lease, or the application of
such term, 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, covenant or condition of this Lease shall be valid and be enforced to
the fullest extent permitted by law.
51. NO OPTION: The submission of this Lease for examination does not constitute
a reservation of, or an option for the Leased Premises, and this Lease becomes
effective as a lease only upon execution and deliver thereof by Landlord and
Tenant.
52. RECORDING: Tenant shall not record this Lease without the prior written
consent of Landlord.
53. PERSONAL GUARANTY: Xxxx Xxxxxxx hereby personally guaranties all obligations
of Tenant relating to this Lease.
54. IMPACT FEES: Tenant shall be responsible for and shall pay any impact fees
assessed by any governmental authority as a result of Tenant's occupancy of the
premises. Such impact fees will be paid by Tenant before they become delinquent
for failure to make payment.
55. IMPROVEMENTS: Tenant shall install a complete Air Conditioning system
sufficient to cool the present garage space according to specifications and
plans accepted and approved by Landlord prior to 10/31/98. If Tenant fails to
comply with this provision he must deposit an additional Security Deposit of
$10,000 that will be held by Landlord until this provision is complied with.
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56. BROKERAGE: Tenant represents and warrants that there are no claims for
broker's commissions or finders' fees in connection with the execution of this
Lease other than Xxxxxxxx Xxxx (who will be paid entirely by Landlord) and
agrees to indemnify Landlord and hold Landlord harmless from all liability
arising from any such claim.
57. VENDING MACHINES: Tenant may not install any vending machine (including but
not limited to pay phones) on the exterior of the demised premises.
IN WITNESS WHEREOF, Landlord and Tenant have signed and sealed this lease,
in the County of Dade, State of Florida, on the dates indicated below:
Singed, sealed and delivered in the presence of:
Executed by Tenant this 15 day of
October, 1997.
TENANT: BRT VIDEO INCORPORATED
By:
As to Tenant
Executed by Tenant this 15 th day of
October, 1997.
GUARANTOR: XXXX XXXXXXX
By
As to Tenant
EXECUTED BY LANDLORD THIS 15TH day of October, 1997.
LANDLORD: XXXXX Xxxx trustee
By:/s/Xxxxx Xxxx
As to Landlord Xxxxx Xxxx
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Exhibit "A"
Xxx 00, XXXX XXXXXXXXXX EXECUTIVE AIRPARK,SECTION 1, as recorded in Plat Book
63, Page 10 of the Public Records of Broward County.
13
