Exhibit 10.10
XXXXXX INTERNATIONAL PLAZA STANDARD BUILDING LEASE
THIS LEASE AGREEMENT (hereinafter the "LEASE") effective the 7 day of
January 2000, by and between:
AUSTIN DELRAY REALTY, L.L.C.
00 Xxxxxx X
X.X. Xxx 0
Xxxxxxx, Xxx Xxxxxx 00000
(hereinafter called "LESSOR"),
-and-
KENWICK INDUSTRIES, INC.
0000 Xxxxxxxxx 0xx Xxxxxx
Xxxxxxxxxx, Xxxxxxx 00000
(hereinafter called "LESSEE"),
WITNESSETH:
1. LEASED PREMISES: Subject to and upon the terms, provisions, covenants and
conditions hereinafter set forth, and in consideration of the duties, covenants
and obligations of each party to the other party as hereinafter set forth, as
well as other good and valuable considerations, the receipt and sufficiency of
which is hereby acknowledged by the parties hereto, LESSEE does hereby lease,
demise and let from LESSOR and LESSOR does hereby lease, demise and let to
LESSEE those certain premises (hereinafter the "LEASED PREMISES") in that
certain building located at Suite #202), 000 Xxxxxx Xxxxxxxxx, Xxxxxx Xxxxx,
Xxxx Xxxxx Xxxxxx, Xxxxxxx, containing approximately 760 square feet, which is a
part of the Xxxxxx Xxxxxxxxxxxxx Xxxxx and is more particularly described as
follows:
Suite #202 (Refer to Exhibit "B")
2. TERM: The LEASE term ("LEASE TERM" OR "TERM") shall be for a period of THREE
(3) YEARS commencing on the 1st day of February, 2000 and ending on the 31st day
of January, 2003.
3. BASE ANNUAL RENTAL: LESSEE agrees to pay LESSOR a Base Annual Rent ("BASE
ANNUAL RENTAL") in the amount of $10,640.00, PLUS STATE SALES TAX. Said BASE
ANNUAL RENT shall be due and payable in advance of the first day of each month
in equal monthly installments of $886.67 plus state sales tax for a total of
$939.87.
Each monthly installment of RENTAL shall be due and payable on the 1st day of
each and every calendar month of the TERM of this LEASE, commencing February 1,
2000, without any demand, notice, offset or deduction whatsoever, in lawful
money of the United States of America, at the office of LESSOR. LESSEE shall
take possession of the premises on January 15, 2000, provided that all funds
collected at lease execution clear; however, LESSEE's obligation to pay rent
shall commence on February 1, 2000.
4. The LESSOR will not be responsible for any LESSEE IMPROVEMENTS to the
leasehold space except the addition of a wall and door installation of new
carpet and painting the unit; also ceiling and lighting including electrical
outlets otherwise, the LESEEE accepts the RENTAL SPACE "AS IS", WHERE IS". These
alterations will be made and completed prior to the lease commencement date of
February 2000. Said alterations will commence any time after the execution of
this Lease. LESSEE hereby understands and agrees that should LESSEE fail to take
possession of the unit after LESSOR has made the above alterations to the unit,
LESSOR will retain LESEE's first month's rent and one month's security totaling
$1,879.74 as liquidated damages.
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5. SECURITY DEPOSIT AND LAST MONTH'S RENT: LESSOR acknowledges and agrees that
LESSEE has deposited with LESSOR the sum of $2,819.61 (the "FIRST MONTH'S RENT,
LAST MONTH'S RENT, ONE MONTH'S SECURITY DEPOSIT" plus applicable sales tax), the
receipt of which, subject to clearance, is hereby acknowledged by LESSOR. The
SECURITY DEPOSIT shall be retained by LESSOR as security for the payment by
LESSEE for this and all other costs and expenses due and payable hereunder by
LESSEE and for the faithful observance and performance by LESSEE of all of the
terms, provisions, covenants and conditions of this LEASE. It is agreed that
LESSOR, at LESSOR'S option, may at the time of any default by LESSEE under any
of the terms, provisions, covenants or conditions of this LEASE apply the
SECURITY DEPOSIT or any part thereof towards the payment of the RENTAL and/or
any and all other costs and expenses payable by LESSEE under this LEASE; that
same shall thereby be discharged only pro tanto; that LESSEE shall remain liable
for any and all amounts that the SECURITY DEPOSIT shall be insufficient to pay;
that LESSOR may exhaust any and all other rights and remedies LESSOR has against
LESSEE before resorting to the SECURITY DEPOSIT, but that nothing herein
contained shall require LESSOR to do same; that in the event the SECURITY
DEPOSIT shall not be utilized by and for such purposes, then such SECURITY
DEPOSIT (or any portion thereof remaining after payment of any of the foregoing)
shall be returned by LESSOR to LESSEE within thirty (30) days next after the
expiration of the TERM of this LEASE or the determination by LESSOR and the
payment by LESSEE of any and all amounts due under this LEASE, if any, whichever
last occurs. LESSOR shall not be required to pay LESSEE any interest on said
SECURITY DEPOSIT or to hold the SECURITY DEPOSIT in a separate account unless
required to do so by law.
6. REPAIRS, MAINTENANCE AND OPERATING COSTS: LESSEE shall all times during the
TERM of this LEASE, and at LESSEE'S sole cost and expense, put, keep, replace
and maintain in thorough repair and in good, safe and substantial order and
condition, all nonstructural improvements of the LEASED PREMISES existing at the
commencement of the TERM of the LEASE or thereafter erected, placed or otherwise
situate in or upon the LEASED PREMISES, or any part thereof, and all personalty,
furniture, equipment and fixtures located thereon or therein, whether or not
necessitated by wear, tear or defects, latent or otherwise, and LESSEE shall use
all reasonable precautions to prevent waste, damage or injury to the LEASES
PREMISES, any property located thereon, or any person situated therein. Upon the
termination of this LEASE, LESSEE agrees to restore and repair the LEASED
PREMISES to its original condition, normal wear and tear excepted, at LESSEE'S
cost and expense. During the term of this LEASE, LESSEE shall replace, at its
own expense, any and all broken glass caused by LESSEE in and about said LEASED
PREMISES or Xxxxxx International Plaza. Notwithstanding the foregoing, LESSEE
shall not be responsible for any damage caused by any negligent or intentional
act or omission of LESSOR, its agents, employees, guests or invitees. LESSOR
shall be responsible for the maintenance and operation of Xxxxxx International
Plaza, excluding those portions of the LEASED PREMISES to be maintained by
LESSEE. For the purposes of this LEASE, such maintenance and operating costs
("OPERATING EXPENSES") shall mean and include all costs and expenses incurred by
LESSOR in maintaining and operating Xxxxxx Xxxxxxxxxxxxx Xxxxx and shall include
but not be limited to maintenance and repair of the foundations, exterior walls,
downspouts, gutters, roof, curbs, and roof penetrations, payment of all
utilities and management fees, air conditioning maintenance, pest control,
security expenses, wages and costs of engineers, superintendents, watchmen and
other employees, grounds maintenance, building(s) maintenance and repair
expense, supplies, fire line and fire sprinkler monitoring expenses, sanitation
pick-up, real estate taxes and property insurance and, in general, all costs and
expenses incurred by LESSOR in maintaining and operating Xxxxxx International
Plaza.
7.UTILITIES AND OTHER SERVICE: Additionally, and notwithstanding the foregoing,
LESSEE shall pay all charges and expenses for utilities and other services used
upon and in connection with the LEASED PREMISES, telephone service and shall
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deemed an eviction or disturbance of LESSEE'S use and possession of the LEASED
PREMISES or any part thereof or render the LESSOR liable to the LESSEE for
damages therefore or relieve the LESSEE from performance of the LESSEE'S
obligations under this LEASE, including but not limited to LESSEE'S obligation
to pay RENTAL, provided that LESSOR will make, at all times, reasonable efforts
to promptly remedy any situation which might interrupt such services.
8. USE: The LESSEE shall use and occupy the LEASED PREMISES for the following
use(s) and purpose(s) and for no other use or purpose whatsoever without the
prior written consent of LESSOR which may be given or withheld at LESSOR'S sole
discretion:
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Initial
Marketing Company and Corporation Headquarters. LESSEE will not be allowed to
change its type of business without first obtaining the prior written consent of
the LESSOR.
9. lMPROVEMENTS: All improvements in or upon the LEASED PREMISES, as of the date
of this LEASE ("LEASEHOLD IMPROVEMENTS"), which shall include but not be limited
to fixed partitioning, approved window treatments, carpeting, etc. shall be the
property of the LESSOR throughout the TERM of this LEASE and shall remain the
property of the LESSOR upon termination of this LEASE.
10. LEASEHOLD IMPROVEMENTS: LESSEE acknowledges and agrees that all LEASEHOLD
IMPROVEMENTS in the LEASED PREMISES are satisfactory to LESSEE and that LESSOR
is not required under this LEASE to make any additional improvements to the
LEASED PREMISES except as set forth in the ADDENDUM attached hereto,
11. LESSEE'S RIGHTS AND RESTRICTIONS AS TO BUSINESS SIGNS: LESSEE may, at its
own expense, erect or place, of a style, quality and in a manner approved in
writing by LESSOR, and based on LESSOR'S building standards, signs concerning
LESSEE'S business on the entrance door of the LEASED PREMISES or as otherwise
designated or approved by LESSOR. Notwithstanding anything to the contrary
herein, the maintenance of all such signs shall be the sole obligation of LESSEE
and such signs shall at all times be kept in a good state of repair and
appearance and LESSEE shall repair any and all damage that may have been done to
the buildings and/or the LEASED PREMISES by the erection, existence, maintenance
or removal of such signs. At the end of the LEASE TERM, LESSEE shall remove all
of LESSEE'S signs at LESSEE'S sole expense. LESSEE acknowledges and agrees that
it is the intent of LESSOR to have uniform LESSEE signs throughout Xxxxxx
International Plaza. Except as provided above, no sign, notice or other
advertisement shall be inscribed, painted, affixed or displayed on any of the
windows or on the exterior of any of the doors of the LEASED PREMISES, nor
anywhere outside the LEASED PREMISES without the prior written consent of the
LESSOR or its agents, which consent may be granted or withheld in LESSOR'S sole
discretion. For the purposes of this LEASE, LESSOR agrees, at LESSOR'S expense,
to install LESSEE'S business name on the main entrance sign located at the
entranceway to the Xxxxxx Xxxxxxxxxxxxx Xxxxx xxx xx Xxxxxx Xxxxxxxxx.
00. EVENTS OF DEFAULT/REMEDIES:
a) The following events shall be deemed to be events of default by
LESSEE under this LEASE:
(i) LESSEE shall fail to pay any rental or any other sums of money
due hereunder and such failure shall continue for a period of
three (3) days after the date upon which written notice of
such failure is sent by LESSOR;
(ii) [ILLEGIBLE]
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(iv) LESSEE shall fail to promptly move into, take possession of
and operate its business on the LEASED PREMISES when the
LEASED PREMISED are ready for occupancy or shall cease to do
business in or vacate or abandon any substantial portion of
the LEASED PREMISES or shall fail to use and occupy the LEASED
PREMISES for the uses and purposes set forth in Paragraph 8 of
this LEASE without the prior written consent of LESSOR or
shall remove from the LEASED PREMISES a major portion of the
goods, wares, equipment, or furnishings usually kept on the
LEASED PREMISES;
(v) LESSEE shall become insolvent or unable to pay its debts as
they become due, LESSEE files a petition in bankruptcy or for
reorganization under the bankruptcy laws or an admission,
answer or other responsive pleading, consenting to, or
requesting the relief afforded by the bankruptcy laws;
(vi) LESSEE makes an assignment for the benefit of creditors,
within the meaning of the bankruptcy laws or LESSEE consents
to the appointment of a receiver or custodian for all or a
substantial part of its property;
(vii) The filing against LESSEE of a petition in bankruptcy or for
reorganization under the bankruptcy laws, the adjudication of
LESSEE as a bankrupt, the entry of a court order appointing a
receiver, custodian or trustee for all or a substantial part
of its property without its consent or the assuming of custody
or sequestration by a courts of competent jurisdiction of all
or substantially all of LESSEE'S property, and within 30 days
thereafter such filing is not dismissed, or such court order
is not vacated or such assumption or sequestration is not
released; or
(viii) The adjudication of LESSEE as a bankrupt.
b) Upon the occurrence of any event or events of default, LESSOR shall
have the option to pursue any one or more of the following remedies:
(i) LESSOR shall have the right to cancel and terminate this LEASE
and dispossess LESSEE;
(ii) LESSOR shall have the right without terminating or canceling
this LEASE to declare all amounts and due under this LEASE for
the remainder of the existing term (and an applicable
extension or renewal thereof) to be immediately due and
payable, and thereupon all RENTALS and other charges due
hereunder to the of the initial terms and any renewal terms,
if applicable, shall be accelerated;
(iii) LESSOR may elect to enter and repossess the LEASED PREMISES
and re-let the LEASED PREMISES for LESSEE'S account, holding
LESSEE liable in damages for all expenses incurred in any such
re-letting and for any difference between the amount of RENTAL
received from such re-letting and the RENTAL due and payable
under the term of this LEASE; and
(iv) LESSOR may enter upon the LEASED PREMISES and do whatever
LESSEE is obligated to do under this LEASE (and LESSEE agrees
to reimburse LESSOR on demand for any expenses which LESSOR
may incur in effecting compliance with LESSEE'S obligations
under this LEASE and LESSEE further agrees that LESSOR shall
not be liable for any damages resulting to the LESSEE from
such action). All such remedies of LESSOR shall be cumulative
and not exclusive, and in addition, LESSOR may pursue any
other remedies that may be permitted by law or in equity.
Forbearance by LESSOR to enforce one or more of the remedies
herein provided upon an event of default shall not be deemed
or construed to [ILLEGIBLE]
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c) This Paragraph 12 shall be enforceable to the maximum extent
permissible by applicable law, and the unenforceability of any
portion hereof shall not thereby render unenforceable any other
portion.
d) LESSOR shall not be in default hereunder unless LESSOR has not begun
the cure of any failure of LESSOR to meet its obligations hereunder
within 30 days after the receipt by LESSOR of written notice from
LESSEE of the alleged failure to perform or thereafter does not
pursue the cure thereof with reasonable diligence. in no event shall
LESSEE have the right to terminate or rescind this LEASE as a result
of LESSOR'S default as to any covenant or agreement contained in
this LEASE or as a result of the breach of any promise or inducement
hereof, whether in this LEASE or elsewhere. LESSEE hereby waives
such remedies of termination and recision end hereby agrees that
LESSEE'S remedies for default hereunder and for breach of any
promise or inducement by LESSOR shall be limited to a suit for
damages and/or injunction.
13. QUIET POSSESSION: Upon payment by LESSEE of the RENTAL and the other sums
herein provided for and upon the observance and performance of all terms,
provisions, covenants and conditions on LESSEE'S part to be observed or
performed, LESSEE shall, subject to all of the terms, provisions, covenants and
conditions of this LEASE, peaceably end quietly hold and enjoy the LEASED
PREMISES for the TERM of this LEASE.
14. LESSEE ELECTRICAL: LESSEE shall use only standard equipment that operates on
the building's standard electrical circuits, but which in no event shall
overload the building's standard electric circuits from which the LESSEE obtains
electric current or which will, in the opinion of LESSOR, interfere with the
reasonable use of the building by LESSOR or the other LESSEE's or which shall
create a hazard within the building, the LEASED PREMISES or the other portions
of Xxxxxx International Plaza. LESSEE shall comply with all applicable
governmental mandates regarding temperature control.
15. CHARGES FOR SERVICE: It is understood and agreed by and between the parties
hereto that any charges by LESSOR for services to or for work done on the LEASED
PREMISES, by order of or on behalf of LESSEE, shall be due and payable to LESSOR
upon demand.
16. LATE CHARGE: LESSEE agrees that LESSEE shall promptly pay all RENTAL and any
other charge or expense at the times and places stated herein; that LESSEE shall
promptly pay all other charges for work performed for or on behalf of LESSEE,
and shall promptly pay any other charges that accrue under this LEASE that are
due and payable by LESSEE. LESSEE shall be required to pay LESSOR a late charge
equal to ten (10%) percent on any RENTAL or other charge or expense that remains
unpaid ten (10) days after same is due. Interest shall also accrue at the
highest rate permitted by law on all RENTAL and other costs and expenses not
paid when due and payable, said interest commencing as of the date same became
due and payable.
17. ALTERATIONS AND REPAIRS: LESSEE shall make no alterations additions or
improvements in or the LEASED PREMISES without the written consent of LESSOR
which consent shall not be unreasonably withheld, and all such alterations,
additions and improvements including, but not limited to, additional fixtures,
carpeting and wall covering, but specifically excluding office furniture and
equipment which shall be readily removable without damage to the LEASED
PREMISES, shall be and shall remain a part of the LEASED PREMISES at the
expiration of this LEASE.
18. LIENS: LESSEE further covenants and agrees that LESSEE shall timely pay all
claims, liens, judgments and/or other encumbrances of contractors,
subcontractors, mechanics, laborers, material men, or others, caused or
allegedly caused by and LESSEE shall indemnify, defend and hold LESSOR harmless
from and against same and from and against all expenses, costs and charges,
including but not limited to bond premiums for release of liens and judgments
and attorneys' fees and costs, reasonably incurred in discharging the LEASED
PREMISES or any part thereof or Xxxxxx Xxxxxxxxxxxxx Xxxxx or any part thereof
from same. In the event any such claim, lien, judgment or other encumbrance
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shall be made or filed, LESSEE shall bond or discharge same within ten (10) days
after the same has been so made or filed. It is understood and agreed between
the parties hereto that any expenses, costs or charges above referred that are
paid by LESSOR (LESSOR shall have the right but not the obligation to pay any of
same) shall due and payable by LESSEE to LESSOR on demand. Notwithstanding
anything to the contrary herein, LESSEE shall not have any authority to create
any liens, claims, judgments and/or other encumbrances for labor or materials on
the LESSOR'S interest in the LEASED PREMISES or any other portion of Xxxxxx
Xxxxxxxxxxxxx Xxxxx and all persons and other entities contracting with the
LESSEE or otherwise providing such labor and material for the destruction and
removal of any facilities or other improvements or for the erection,
installation, alteration, maintenance or repair of any facilities or other
improvements on or about the LEASED PREMISES, and all other material men,
contractors, mechanics, laborers and others, are hereby charged with notice that
they must look solely and only to the LESSEE'S interest in the LEASED PREMISES
to secure the payment for any work done or material furnished at the request or
instruction of LESSEE. LESSEE shall notify all persons and other entities
providing such labor or materials of the foregoing in accordance with section
713.10, Florida Statutes, as same may be amended from time to time. Such notice
shall be in writing and a copy of same shall be provided to LESSOR.
19. PARKING: LESSOR grants to LESSEE the right to use in common with the other
LESSEEs entitled to similar use thereof the parking areas for the parking of
automobiles of LESSEE'S customers, clients and invitees in the area designated
by LESSOR. LESSEE acknowledges and agrees that LESSOR may at any time and from
time to time assign specific parking spaces to other LESSEEs and/or others for
their parking and/or the parking of their customers, clients, guests, invitees
and employees. The location of any such parking spaces shall be at LESSOR'S sole
discretion. Number of parking spaces is estimated using four parking spaces per
1,000 rentable square feet on a non-allocated basis.
20. ESTOPPEL CERTIFICATE: LESSEE covenants and agrees that from time to time,
upon not less than five (5) days prior request by LESSOR, LESSEE shall deliver
to LESSOR a statement, in writing, certifying (a) that this LEASE is unmodified
and in full force and effect or, if there have been modifications, that the
LEASE, as modified, is in full force and effect and stating the modifications;
(b) the dates to which RENTAL and other expenses and charges have been paid; (c)
that LESSOR is not in default under any of the provisions of this LEASE, or if
in default, the nature thereof, in detail; and (d) that LESSEE is not in default
under any of the provisions of this LEASE, or if in default, the nature thereof,
in detail. LESSOR covenants and agrees that from time to time, upon not less
than five (5) days prior request by LESSEE, LESSOR shall deliver to LESSEE a
statement, in writing, certifying that (a) this LEASE is unmodified and in full
force and effect, or, if there have been modifications, that the LEASE, as
modified, is in full force and effect and stating the modification; (b) that the
dates to which RENTAL and other expenses and charges have been paid; (c) that
LESSEE is not in default under any of the provisions of this LEASE, or if in
default, the nature thereof, in detail; and (d) that LESSOR is not in default
under any of the provisions of this LEASE, or if in default, the nature thereof,
in detail.
21. LESSOR'S RIGHTS: At any time, and from time to time, throughout the TERM of
this LEASE, LESSOR may, at its option, mortgage, lien, pledge or otherwise
encumber LESSOR'S rights and interest in and to this LEASE, the LEASED PREMISES
and/or Xxxxxx International Plaza or any portion thereof. This LEASE and all of
LESSEE'S rights and interests hereunder are and shall at all times be subject to
and subordinate to any and all of same provided that, so long as the Lessee is
not in default under the Lease, said Mortgagee, lienor, pledgor or other
encumberer agrees to provide Lessee quiet enjoyment of the Leased Premises
without hindrance, reduction or obstruction to the Lessee or the Lessee's rights
under the Lease. The foregoing provisions shall be self-operative, LESSEE
covenants and agrees that LESSEE shall, on demand, execute, acknowledge and
deliver to LESSOR or LESSOR'S designee, any such instrument as is necessary to
verify and accomplish the foregoing subordination provided that, so long as the
Lessee is not in default under the Lease, the Mortgagee, Lienor, Pledgor or
other encumbrerer agree to provide the Lessee quiet enjoyment of the Leased
Premises without hindrance, reduction or obstruction to the Lessee or the
Lessee's rights under the Lease. If Lessee shall fail, neglect or refuse to
execute, acknowledge and deliver such instrument, Lessor, in addition to all
other rights and remedies may, as agent or attorney in fact of Lessee, execute,
acknowledge and deliver such
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instrument on Lessee's behalf and Lessee hereby irrevocably nominates,
constitutes and appoints Lessor as Lessee's proper and legal agent and attorney
in fact for the purpose of executing such instrument subject to the provisions
relating to quiet enjoyment. If LESSEE shall fail, neglect or refuse to execute,
acknowledge and deliver any such instrument, LESSOR, in addition to all other
rights and remedies, may, as agent or attorney-in-fact of LESSEE, execute,
acknowledge and deliver same on behalf of LESSEE and LESSEE hereby irrevocably
nominates, constitutes and appoints LESSOR as LESSEE'S proper and legal agent
and attorney-in-fact for such purposes. Additionally, this LEASE is freely
assignable by LESSOR, however, LESSOR shall give LESSEE written notice of any
such assignment within ten (10) days of the occurrence of same. If the interests
of LESSOR under this LEASE shall be transferred voluntarily or by reason of a
foreclosure or other proceedings for enforcement of any mortgage or other
security instrument on the LEASED PREMISES or any other portion of Xxxxxx
Xxxxxxxxxxxxx Xxxxx (including but not limited to a deed in lieu of
foreclosure), LESSEE shall be bound to such transferee and any subsequent
successor or assignees of such transferee (herein collectively the "PURCHASER"),
for the balance of the TERM hereof remaining and any extensions or renewals
thereof which may be affected in accordance with the terms and provisions
hereof, with the same force and effect as if the PURCHASER were the original
LESSOR under this LEASE and LESSEE does hereby agree to attorn to the PURCHASER,
as its LESSOR, said attornment to be effective and self-operative without the
execution of any further instruments upon the PURCHASER succeeding to the
interest of the LESSOR under this LEASE. The respective rights and obligations
of LESSEE and the PURCHASER upon such attornment to the then remaining balance
of the TERM of this LEASE and any such extensions and renewals, shall be and are
the same as those set forth herein. In the event of such transfer of LESSOR'S
interest, LESSOR shall be released and relieved from all liability and
responsibilities thereafter accruing to LESSEE under this LEASE or otherwise and
the PURCHASER by acceptance of such transfer shall become liable and responsible
to LESSEE in respect to all obligations of the LESSOR under this LEASE arising
from and after the date of such transfer. Notwithstanding that the foregoing
provisions are self-operative, LESSEE covenants and agrees that LESSEE shall, on
demand, execute, acknowledge and deliver to LESSOR or LESSOR'S designee, any and
all instruments necessary to verify and/or accomplish the foregoing provided
that, so long as the Lessee is not in default under the Lease, the Mortgagee
Purchaser agree to provide the Lessee quiet enjoyment of the Leased Premises
with hindrance, reduction or obstruction to the Lessee and the Lessee's rights
under the Lease. If Lessee shall fail, neglect or refuse to execute, acknowledge
and deliver any such instruments, Lessor, in addition to all other rights and
remedies, and as agent or attorney-in-fact of Lessee, execute, acknowledge and
deliver same on behalf of Lessee and Lessee hereby irrevocably nominates,
constitutes and appoints Lessor as Lessee's proper and legal agent and
attorney-in-fact for such purposes subject to the proviso relating to quiet
enjoyment
22. ASSIGNMENT BY LESSEE: Without the written consent of LESSOR being first
obtained in each case, which consent shall not be unreasonably withheld, LESSEE
shall not assign, transfer, mortgage, pledge, or otherwise encumber or dispose
of this LEASE or the LEASED PREMISES or any part thereof or permit the LEASED
PREMISES or any part thereof to be occupied by any other person or entity other
than LESSEE. If this LEASE is assigned, or if the LEASED PREMISES or any part
thereof is sublet or occupied by any person or entity other than the LESSEE, the
LESSOR may, at its option, collector accept RENTAL and other sums due and
payable hereunder from the assignee, subtenant, or occupant and apply the net
amount collected or accepted to the RENTAL and other sums due and payable
hereunder from LESSEE, but no such collection or acceptance of same from the
assignee, subtenant or other occupant shall constitute a waiver of this covenant
or the acceptance of the assignee, subtenant, or occupant as LESSEE, nor shall
same be construed as, or implied to be, a release of the LESSEE from the further
observance and performance by the LESSEE of the terms, provisions, covenants and
conditions herein contained.
23. SUCCESSORS AND ASSIGNS/BINDING EFFECT: All terms, provisions, covenants and
conditions to be observed and performed by LESSEE shall be applicable to and
binding upon LESSEE'S heirs, administrators, executors, successors and assigns,
subject, however, the restrictions as to assignment, subletting, etc. by LESSEE
as provided herein. All of the terms, provisions and conditions of this LEASE
shall be deemed to be covenants running with the land.
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/s/ [ILLEGIBLE] /s/ [ILLEGIBLE]
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24. LESSEE'S INSURANCE:
a) From and after the date of delivery of the LEASED PREMISES from
LESSOR to LESSEE and continuing throughout the TERM of this LEASE,
LESSEE shall carry and maintain, at LESSEE'S sole cost and expense,
the following types of insurance in the amounts specified and in the
form hereinafter provided for:
(i) Comprehensive General Public Liability Insurance covering the
LEASED PREMISES and LESSEE'S use thereof against all claims
for bodily injury or death, personal injury and/or property
damage occurring upon, in or about the LEASED PREMISES
regardless of when such claims may be made. Such insurance
shall have a combined single limit of at least $1,000,000.00.
The insurance coverage required under this Paragraph 24 shall
include coverage for liability hazards as defined in the
policy forms and endorsements for premises and operations
liability, personal injury liability, broad form property
damage liability and contractual liability which shall extend
to any liability of LESSEE arising out of the indemnities
provided in this LEASE. Upon receipt of written notice from
LESSOR, LESSEE shall increase the limits of its comprehensive
general public liability insurance to reasonable amounts
customary for LESSORs of a commercial project similar to
Xxxxxx International Plaza.
(ii) Statutory Worker's Compensation Insurance to comply with the
applicable laws of the State of Florida.
(iii) All Risk Damage Insurance covering LESSEE'S trade fixtures,
merchandise and personal property in, on, or about the LEASED
PREMISES. Such insurance (a) shall be written on a replacement
cost basis in an amount equal to 100% of the replacement cost
of the insured property; and (b) shall provide protection
against the perils that are covered under standard insurance
industry practices within the classification of all risk
insurance, including, but not limited to, loss or damage, from
fire, lightning, windstorm, hail, explosion, riot, riot
attending a strike, civil commotion, aircraft, vehicles,
smoke, domestic water damage, collapse, sprinkler leakage,
vandalism, and malicious mischief.
b) All policies of insurance provided for in this Paragraph 24 shall be
issued in a form acceptable to LESSOR by insurance companies having
and maintaining at least an "A PLUS" rating in the most currently
available "BEST'S" Insurance Reports and qualified to do business in
the State of Florida. Each and every such policy:
(i) Shall be issued in the names of the LESSEE and LESSOR and any
other parties in interest from time to time designated in
writing by LESSOR or LESSEE;
(ii) Shall (or a certificate thereof shall) be delivered, together
with a paid receipt therefor, to LESSOR and any such other
parties in interest prior to the to LESSEE and thereafter at
least thirty (30) days prior to the expiration of each such
policy, and, as often as any such policy shall expire or
terminate, renewal or additional policies shall be procured
and maintained by LESSEE in like manner and to like extent,
and each certificate shall indicate specifically the form on
which the policy is written (occurrence or claims made), the
policy deductible and that the insurer has waived any right of
subrogation It would otherwise have against LESSOR;
(iii) Shall contain a provision that any misrepresentation or breach
of the policy conditions by one insured shall not invalidate
coverage for any other insured;
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(iv) Shall contain a provision that the insurer shall give to
LESSOR and any other designated parties in interest, at least
thirty (30) days notice, in writing, in advance of the
insurer's intention to cancel, refuse to renew or otherwise
terminate the policy, suspend or terminate any coverage,
reduce any policy limits, increase any policy deductibles or
otherwise alter any terms or conditions of the policy;
(v) Shall be written as a primary policy which does not contribute
to and is not in excess of coverage which LESSOR may carry,
notwithstanding the requirement that LESSOR may be named as an
additional insured and regardless of any other insurance that
LESSOR may elect to obtain;
(vi) Shall not provide for deductibles in excess of $5,000.00.
(vii) Shall provide that the full amount of any losses sustained
shall be payable for LESSOR'S benefit under the terms of this
LEASE, notwithstanding any act, omission or negligence of
LESSOR or LESSEE which might otherwise result in a forfeiture
of insurance coverage.
c) Any insurance provided for in this Paragraph 24 may be maintained by
means of a policy or policies of blanket insurance covering
additional items or locations of insured; provided, however, that:
(i) LESSOR and any other parties in interest from time to time
designated by LESSOR to LESSEE shall be named as an additional
insured thereunder as their interest may appear;
(ii) The coverage afforded LESSOR and any such other parties in
interest shall not be reduced or diminished by reason of the
use of such blanket policy of insurance;
(iii) Any such policy or policies (except any covering the risks as
referred to in this Paragraph 24) shall specify therein (or
LESSEE shall furnish LESSOR with a written statement from the
insurers under such policy) the amount of the total insurance
allocated to the improvements and fixtures more specifically
detailed in this Paragraph 24; and
(iv) The requirements set forth in this Paragraph 24 are otherwise
satisfied.
d) LESSEE agrees to permit LESSOR at all reasonable times to inspect
the original policies of insurance with respect to the LEASED
PREMISES or to require that possession of same be delivered to
LESSOR or LESSOR'S designee.
25. LESSOR'S INSURANCE:
a) Subject to reimbursement by LESSEE as herein provided, LESSOR shall
maintain in effect at all times during the TERM of this LEASE the
following types of insurance coverage in the amount specified and in
the form hereinafter provided for:
(i) Comprehensive General Public Liability Coverage covering the
common areas of Xxxxxx International Plaza ("COMMON AREAS")
against claims for bodily injury or death, personal injury and
property damage occurring upon, in or about the COMMON AREAS,
such insurance to afford protection to the Xxxxxx
International Plaza, which shall have a combined single limit
of at least $1,000,000.00 (One Million Dollars).
(ii) Property Insurance covering the building of which the LEASED
PREMISES constitutes a part, (including exterior walls,
downspouts, gutter and roof), and (at LESSOR'S option)
excluding all improvements, fixtures and other matters
required to be insured by LESSEE pursuant to this LEASE, in an
amount not less than ninety (90%) percent of full
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replacement cost (exclusive of the cost of excavations,
foundations and footings) providing protection against perils
that are covered under standard insurance industry practices
within the classifications of all risk insurance, including
but not limited to loss or damage from fire, lightning,
windstorm, hail, explosion, riot, riot attending a strike,
civil commotion, aircraft, vehicles, smoke, domestic water
damage, collapse, sprinkler damage, vandalism, malicious
mischief, and such other risks as LESSOR may from time to time
determine and with any such deductibles as LESSOR may from
time to time determine.
(iii) Loss of Rental Income Coverage to provide Rental Income in the
event of an insured loss to the building, of which the LEASED
PREMISES is a part, making the building or a portion thereof,
uninhabitable. The existence of any such insurance shall not
however relieve LESSEE of his obligation to pay RENTAL
hereunder.
b) Any insurance provided for in this Paragraph 25 may be maintained by
means of a policy or policies of blanket insurance, covering
additional items, actions or properties, provided, however, that the
requirements set forth in this Paragraph 25 are otherwise satisfied.
LESSOR may maintain, at its option, from time to time, such other
additional insurance coverage as LESSOR may deem appropriate for the
LEASED PREMISES and/or Xxxxxx International Plaza.
c) All of LESSOR'S insurance cost for maintaining the insurance
coverage required or permitted pursuant to this Paragraph 25 shall
be included in the .
d) Notwithstanding anything to the contrary herein, LESSEE shall be
solely responsible for any increase in LESSOR'S insurance premium
which are the result of activities of LESSEE, its agents,
contractors, employees or invitees.
26. WAIVER OF SUBROGATION: The insurance policies required by this LEASE shall
provide for waivers of any right of subrogation that the insurer of such party
may acquire against the other party hereto and, at LESSOR'S request, against any
other occupant with respect to any such losses which are required to be insured
against or which are actually insured against, even if the loss results from a
negligent act or omission.
27. INDEMNIFICATION: In consideration of the LEASED PREMISES being leased to
LESSEE in accordance with the terms and provisions of this LEASE, LESSEE agrees
that LESSEE, at all times (both during and after the TERM hereof), shall
indemnify, defend and hold LESSOR and its agents, servants, employees,
licensees, visitors' customers, patrons and invitees harmless from and against
any and all claims, demands, losses, damages, liabilities and expenses (in which
may arise or be claimed against LESSOR or its agents, servants, employees,
licensees, visitors, customers, patrons and invitees by any person, corporation
or other entity for any injury or damage to that person, corporation or other
entity or the property of that person, corporation or other entity, consequent
upon or arising out of the use or occupancy of the LEASEHOLD PREMISES, the
COMMON AREAS, or any other portion of Xxxxxx International Plaza by LESSEE, its
agents, servants, employees, licensees, visitors, customers, patrons or
invitees, or consequent upon or arising from any acts, omissions, neglect or
fault of LESSEE, its agents, servants, employees, licensees, visitors,
customers, patrons or invitees, or consequent upon or arising from LESSEE'S or
its agents, servants, employees, licensees, visitors, patrons or invitees
failure to comply with any and all applicable laws, statutes, ordinances, codes,
rules or regulations. LESSOR shall not be liable to LESSEE or LESSEE'S agents,
servants, employees, licensees, visitors, patrons or invitees for any claims,
demands, losses, damages or injuries to the persons or property of LESSEE or its
agents, servants, employees, licensees, visitors, customers, patrons and
invitees which may be caused by the acts, neglect, omissions or faults of any
person, corporation or other entity, except when same results from the
negligence of LESSOR or LESSOR'S agents or employees, and the LESSEE shall
indemnify, defend and hold LESSOR harmless from and against any and all claims'
demands, damages, liabilities, losses, injuries or damages to the person or
property of any such person, corporation or other entity where said injuries or
damages arose about or upon the LEASED PREMISES, the COMMON AREAS or the other
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portions of Xxxxxx International Plaza, as a result of the willful conduct or
negligence of LESSEE, its agents, employees, servants, licensees, visitors,
customers, patrons and invitees. Additionally, all personal property placed or
moved into the LEASED PREMISES shall be at the risk of LESSEE and the owners
thereof, and LESSOR shall not be liable to LESSEE for damages to said personal
property. LESSEE shall maintain at all times during the TERM of this LEASE an
insurance policy or policies, in an amount or amounts sufficient to indemnify,
defend and hold LESSOR harmless in accordance herewith. In case LESSOR or its
agents, servants, employees, licensees, visitors, patrons or invitees shall be
made a party to any litigation commenced by or against LESSEE or its agents,
servants, employees, licensees, visitors, patrons or invitees, then LESSEE shall
protect, defend and hold LESSOR harmless from and against same and shall pay all
costs and expenses including, but not limited to, reasonable attorneys' fees and
costs incurred or paid by LESSOR or its agents, servants, employees, licensees,
visitors, patrons or invitees in connection with such litigation.
Notwithstanding the foregoing or anything else herein to the contrary, Lessor
shall not indemnify Lessee for any claims, demands, losses, damages, liabilities
and/or expenses arising out of the Lessor's or its agents, servants, employees,
licensees, visitors, customers, patrons and invitees, breach of the Lease terms
and/or any litigation arising therefrom.
28. RELEASE BY LESSEE: LESSEE hereby releases LESSOR from any and all liability
for any and all loss or damage of any kind or for any injury to or death of any
person or any damage to property of LESSEE or any other person from any cause
whatsoever (including, without limitation, bursting pipes, water leaks, and
smoke) by reason of the construction, use and occupancy or enjoyment of the
LEASED PREMISES, the COMMON AREAS or the other portions of Xxxxxx International
Plaza by LESSEE or any person therein or holding under LESSEE unless same is due
to negligent acts of the LESSOR. LESSEE agrees to and hereby does defend,
indemnify and hold harmless LESSOR from any and all claims, actions, demands,
damages, costs and expenses and liability whatsoever, including reasonable
attorneys' fees, on account of any such real or claimed loss or damage or
liability and from all liens, claims and demands occurring in or at the LEASED
PREMISES, the COMMON AREAS or the other portions of Xxxxxx Xxxxxxxxxxxxx Xxxxx
or arising out of the construction, use, occupancy or enjoyment of the LEASED
PREMISES, the COMMON AREAS or the other portions of Xxxxxx Xxxxxxxxxxxxx Xxxxx
and occasioned in whole or in part by any act or omission of LESSEE, its agents,
contractors, servants, employees or invitees, unless caused by negligent acts of
the LESSOR. LESSEE shall not, however, be liable for damage, injury or other
liability occasioned by the sole active negligence or willful violations of this
LEASE by LESSOR or its agents, contractors, servants or employees, unless such
damage, injury or other liability arises from perils against which LESSEE is
required by this LEASE to insure against or which perils LESSEE actually carries
insurance (even though not required by this LEASE). LESSOR shall in no event be
liable to LESSEE or anyone claiming by, under or through LESSEE for any loss or
damage or liability resulting from the acts or omissions of other occupants of
the Xxxxxx Xxxxxxxxxxxxx Xxxxx or by any other third person who was not acting
under the direction or control of LESSOR.
29. GOVERNMENTAL REGULATIONS: LESSEE shall faithfully observe in the use and
occupancy of the LEASED PREMISES, the COMMON AREAS and the other portions of
Xxxxxx International Plaza, all municipal and county ordinances and all
applicable state, local and federal statutes, laws, rules and regulations and
all other applicable governmental and quasi-governmental rules regulations and
requirements now in force or which may hereafter be in force.
30. FIRE OR CASUALTY: In the event the building containing the LEASED PREMISES
shall be destroyed, or so damaged, or injured by fire or other casualty during
the TERM of this LEASE, whereby the same shall be rendered untenantable, the
LESSOR shall have the right to render such building tenantable, by repairs,
within one hundred eighty (180) days therefrom. If same is not rendered
tenantable within said period of time, it shall be optional with either party
hereto to cancel this LEASE, and in the event of such cancellation, the RENTAL
and other sums due and payable shall be paid only to the date of such fire or
casualty. Said cancellation shall be in writing addressed to the other party as
herein provided. During any time that the LEASED PREMISES are untenantable due
to causes set forth in this Paragraph 30, the RENTAL and other sums due and
payable or a just and fair proportion thereof, shall be abated.
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31. EMINENT DOMAIN: If any part of the LEASED PREMISES shall be taken by
condemnation or eminent domain, the LESSEE may elect to continue this LEASE, and
the RENTAL and other sums due and payable shall be reduced in proportion to the
area of the LEASED PREMISES taken by such condemnation or eminent domain. All
sums awarded or agreed upon between LESSOR and the condemning authority for the
taking of the interest of LESSOR, whether as damages or as compensation, and
whether for partial or total condemnation, shall be the sole property of the
LESSOR. If this LEASE should be terminated under any provision of this Paragraph
31, RENTAL and other sums due and payable shall be payable up to the date that
possession is taken by the taxing authority, and LESSOR will refund to LESSEE
any prepaid unaccrued RENTAL and prepaid unaccrued additional sums due and
payable less any sum or amount then owed by LESSEE to LESSOR in accordance with
the terms and conditions hereof. All sums awarded or agreed upon between Lessor
and the condemning authority for the taking of the interest of Lessee, whether
as damages or compensation, and whether as partial or total condemnation, shall
be the sole property of the Lessee.
32. RIGHT OF ENTRY: LESSOR, or any of its agents or employees, shall have the
right (but not the obligation) to enter the LEASED PREMISES during all
reasonable hours, to examine same and/or to make such repairs, additions or
alterations as LESSOR may deem necessary for the safety, comfort or preservation
thereof, or of said building, or to exhibit said LEASED PREMISES at any time
within one hundred eighty (180) days prior to the expiration date of this LEASE.
Said right of entry shall likewise exist for the purpose of removing placards,
signs, fixtures, alterations or additions which do not conform to this LEASE.
33. NOTICES: Any notice provided for in this LEASE shall be sent by US mail,
certified, return receipt requested, or by hand delivery, addressed to LESSOR or
LESSEE as follows:
As to LESSOR: Austin Delray Realty, L.L.C.
00 Xxxxxx X XXXXXXX
X.X. Xxx 0 /s/ [ILLEGIBLE]
Xxxxxxx, Xxx Xxxxxx 00000
As to LESSEE: Xxxxxxx Xxxxxxx, As President and/or Kenwick Industries, Inc.
0000 Xxxxxxxxx 0xx Xxxxxx 000 Xxxxxx Xxxxxxxxx, #000
Xxxxxxxxxx, Xxxxxxx 00000 Delray Beach, Florida
Either party, from time to time, by such notice, may specify another address to
which subsequent notices shall be sent. For the purposes of this LEASE, any such
notice, if sent by US mail, certified, return receipt requested, and if properly
addressed and with proper postage affixed, shall be deemed received on the date
of the mailing. Any such notice delivered by hand shall be deemed received on
the date of delivery or attempted delivery, if such delivery is refused.
Additionally, notices from LESSOR to LESSEE shall be deemed delivered and
received if posted in a conspicuous place on the LEASED PREMISES.
34. RULES AND REGULATIONS: LESSEE covenants and agrees to abide by all rules and
regulations ("RULES AND REGULATIONS") LESSOR may adopt from time to time for
operation of the LEASED PREMISES and the other portions of Xxxxxx International
Plaza which RULES AND REGULATIONS shall include but shall not be limited to
rules and regulations concerning parking facilities, other occupants of the
Xxxxxx International Plaza, and the COMMON AREAS of the Xxxxxx International
Plaza. The present RULES AND REGULATIONS with which LESSEE hereby covenants and
agrees to comply are attached hereto as Exhibit "A" and are incorporated into
this LEASE by referral. Any future RULES AND REGULATIONS shall become a part of
this LEASE and LESSEE hereby agrees to comply with the same upon delivery of a
copy thereof to LESSEE providing same do not deprive LESSEE of its substantial
rights established under this LEASE.
35. HAZARDOUS AND/OR INDUSTRIAL MATERIALS: LESSEE agrees that no hazardous
materials, hazardous waste or other hazardous substances shall be placed, stored
or maintained in or upon the LEASED PREMISES, the COMMON AREAS or any other
portion of Xxxxxx Xxxxxxxxxxxxx Xxxxx without the prior written consent of
LESSOR, which consent may be held at LESSOR'S sole discretion. LESSEE agrees
that it will not discharge any
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permitted hazardous materials, hazardous waste or any other hazardous substances
into or upon the land, water or air of Xxxxxx Xxxxxxxxxxxxx Xxxxx or the LEASED
PREMISES without the prior written consent of LESSOR, which consent may be
withheld at LESSOR'S sole discretion. Any and all permitted hazardous materials,
waste and other substances shall be stored and managed in a manner that will
prevent their release into the environment during use, fire, spillage or other
accidental occurrence. Permitted hazardous materials, waste and other substances
shall be transported to and from the Xxxxxx Xxxxxxxxxxxxx Xxxxx and the LEASED
PREMISES in a manner consistent with the directives of local, state and federal
regulatory authorities. LESSEE further agrees that it will not discharge any
industrial waste water, hazardous material, hazardous waste or any other
hazardous substance regulated by local, state or federal authorities into any
sewer system servicing the LEASED PREMISES or Xxxxxx International Plaza.
36. RADON GAS: Radon is a naturally occurring gas that, when it has accumulated
in a building in sufficient quantities, may present health risks to persons who
are exposed to it. Levels of Radon that exceed Federal and State Guidelines have
been found in buildings in the State of Florida. Additional information
regarding Radon and Radon testing may be obtained from your County Public Health
Department.
37. SURRENDER OF PREMISES: LESSEE agrees to surrender to LESSOR at the end of
the TERM of this LEASE and/or upon any cancellation of this LEASE the LEASED
PREMISES in as good a condition as said LEASED PREMISES were at the beginning of
the TERM of this LEASE, ordinary wear and tear excepted. LESSEE agrees that if
LESSEE does not surrender said LEASED PREMISES to LESSOR at the end of the TERM
of this LEASE or upon such cancellation, then and upon the occurrence of such
event, LESSEE shall be required to pay to LESSOR two (2) times the monthly
RENTAL paid in the final month of LESSEE'S term hereunder for each and every
month that LESSEE holds over, unless said holdover is agreed to by LESSOR, which
agreement must be evidenced in writing. Additionally, LESSEE shall pay any and
all damages (including but not limited to attorneys fees and costs) that LESSOR
may suffer on account of LESSEE'S failure to so surrender to LESSOR possession
of said LEASED PREMISES and LESSEE shall indemnify and save LESSOR harmless from
and against all claims made by any succeeding LESSEE of said LEASED PREMISES or
any portion thereof against LESSOR on account of any delay of LESSOR in
delivering possession of said LEASED PREMISES or any portion thereof to said
succeeding LESSEE so far as such delay is occasioned by failure of LESSEE to or
surrender said LEASED PREMISES in accordance herewith. No receipt of money by
LESSOR from LESSEE after termination of this LEASE or the service of any notice
of commencement of any suit or any final judgment for possession shall
reinstate, continue or extend the TERM of this LEASE or affect any such notice,
demand, suit or judgment. No act or thing done by LESSOR or its agents during
the TERM hereby granted shall be deemed an acceptance or surrender of the LEASED
PREMISES and no agreement to accept a surrender of the LEASED PREMISES shall be
valid, unless it be made in writing by LESSOR.
38. WAIVER OF TRIAL BY JURY AND VENUE: It is mutually agreed by and between
LESSOR and LESSEE that the respective parties hereto shall and they hereby do
waive and relinquish their right to trial by jury in any action, proceeding or
counterclaim brought by either of the parties hereto against the other on any
matter arising about, of or in any way connected with this LEASE, the
relationship of LESSOR and LESSEE and/or LESSEE'S use of or occupancy of the
LEASED PREMISES, the COMMON AREAS or any other portion of Xxxxxx Xxxxxxxxxxxxx
Xxxxx including, but not limited to, issues of fact. The venue of any such
action shall be in Palm Beech County, Florida. LESSEE further covenants and
agrees that it shall not interpose any counterclaim in a summary proceeding or
in any other action based upon nonpayment of RENTAL, other sums due and payable
or any other payment required of LESSEE hereunder.
39. ATTORNEY'S FEES: In the event it should become necessary for either party
hereto to enforce any of its rights hereunder, the prevailing party shall be
entitled to recover reasonable attorney's fees, together with all costs
incurred, in all trial court, appellate court, and post-judgment proceedings.
40. OPERATING EXPENSES: Intentionally Omitted
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41. TAXES AND INSURANCE: For the purposes of this LEASE, the following words and
terms shall have the following meaning:
a) "Real Estate Taxes" shall mean all the real estate taxes and
assessments, general, special or otherwise, (including but not
limited to personal property and tangible/intangible property taxes)
levied, assessed or imposed by any federal, state or local
governments or any quasi-governmental agency or any utility company
against or upon Xxxxxx Xxxxxxxxxxxxx Xxxxx and/or the LEASED
PREMISES. If due to a future change in the method of taxation, any
franchise, income, profit or other tax or assessment shall be levied
against LESSOR in substitution for or in lieu of any of the
foregoing, which would otherwise constitute a Real Estate Tax, such
franchise, income, profit and/or other tax or assessment shall be
deemed to be a Real Estate Tax for the purposes hereof.
b) "Insurance" shall mean all insurance policies of every nature
maintained by LESSOR on Xxxxxx Xxxxxxxxxxxxx Xxxxx and/or the LEASED
PREMISES.
42. CHANGES TO XXXXXX INTERNATIONAL PLAZA: LESSOR shall have the right at any
time and from time to time to make or permit changes to Xxxxxx Xxxxxxxxxxxxx
Xxxxx or any part thereof, including, without limitation, additions to, removal
from, rearrangements of, alterations of, modifications of or supplements to the
building areas, walkways, parking areas, driveways or other COMMON AREAS, to
construct, or permit to be constructed, other buildings or improvements on
Xxxxxx International Plaza, or to make alterations thereof or additions thereto,
and or to build additional stories on any buildings. LESSOR shall also have the
right to change the name of Xxxxxx International Plaza.
43. OTHER BUSINESSES: LESSEE acknowledges that, during the TERM of this LEASE,
LESSEE shall not operate, directly or indirectly, another business within two
(2) miles of Xxxxxx International Plaza, which business offers the same or
similar type of services as are intended and/or required to be offered on the
LEASED PREMISES, or operated under the same name as the LEASED PREMISES.
44. COMPLIANCE WITH LAWS: During the term of this LEASE, LESSEE shall comply
promptly, at LESSEE'S sole cost and expense, with all laws, ordinances, rules
and regulations of all federal, state, county and municipal governments now in
force or that may be enacted hereafter, and with all directions, rules and
regulations of the fire marshal, health officer, building inspector and other
officers of governmental and quasi-governmental agencies having jurisdiction
over the LEASED PREMISES, and with all standards established from time to time
by each insurance underwriter, inspection bureau and similar agency, which are
applicable to LESSEE'S use and occupancy of the LEASED PREMISES. Subject to the
provisions of this LEASE, LESSEE shall make, at LESSEE'S sole cost and expense,
all repairs and alterations to the LEASED PREMISES which are or hereafter may be
required in order to comply with the foregoing.
45. RELEASE: LESSEE hereby releases LESSOR from any and all liability for any
loss or damage should LESSEE'S use and occupancy of the LEASED PREMISES for the
purposes set forth in this LEASE, be prohibited or impaired by reason of any
zoning or other ordinances, or any other law, rule or regulation of any federal,
state, county or municipal governments or by reason of any act of any such
governmental or other public authority.
46. Upon execution of this lease, LESSEE will deliver to LESSOR the required
SECURITY DEPOSIT, FIRST AND LAST MONTHS RENT, PLUS SALES TAX in the combined
amount of $2,819.61 at lease signing, along with a certificate of insurance in
the amount described above, naming LESSOR as additionally insured.
47. LESSEE AGREES that all FIXTURES, TRADE FIXTURES, FURNITURE AND ALL OTHER
POSESSIONS present within the leasehold space prior to and at the time LESSEE
begins occupying said premises, are the possessions of the Landlord. LESSEE will
deliver a list of any and all trade fixtures to be installed by LESSEE prior to
their installation. LESSEE shall insure that all fixtures will be maintained and
repaired as necessary and be kept in a good state of repair at all times
throughout the term of this Lease. Upon termination of said
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Lease, all equipment and fixtures will be returned to the LESSOR in the same
condition as at the start of this Lease, taking normal wear and tear into
account.
48. RECORDATION: LESSEE agrees that neither this LEASE, nor any Memorandum or
other reference to this LEASE shall be recorded in any public records, unless
such recording is first approved in writing by LESSOR, and any such recordation
by LESSEE without such approval by LESSOR shall constitute a default hereunder.
49. NO PARTNERSHIP: Nothing contained in this LEASE shall be deemed or construed
by the parties or by any third party to create the relationship of principal and
agent or of partnership or of joint venture or of any association between LESSOR
and LESSEE, and neither the method of computation of RENTAL and/or other sums
due and payable nor any other provision contained in this LEASE nor any acts of
the parties hereto, shall be deemed to create any relationship between LESSOR
and LESSEE other than the relationship of LESSOR and LESSEE.
50. NO WAIVER: No waiver of any default hereunder shall be implied form any
omission by either party to take any action on account of such default. The
acceptance by LESSOR of RENTAL, other sums due and payable or other payments
with knowledge of the breach of any of the covenants, terms and conditions of
this LEASE by LESSEE shall not be deemed a waiver of any such breach. One or
more waivers of any breach of any covenant, term or condition of this LEASE
shall not be construed as a waiver of any subsequent breach of the same or any
other covenant, term or condition. The consent or approval by LESSOR to or of
any act by LESSEE requiring LESSOR'S consent or approval shall not be deemed to
waive or render unnecessary LESSOR'S consent or approval to any subsequent
similar acts by LESSEE. To be effective, any waiver hereunder must be express,
in writing and approved by the parties hereto.
51. LESSOR'S DUTIES: LESSOR'S agreement to operate and maintain the COMMON AREAS
as set forth in this LEASE, shall not make LESSOR liable for any damage to or
loss of property, including but not limited to, motor vehicles of LESSEE, its
employees, agents, customers or invitees, unless caused by the sole active
negligence of LESSOR and not otherwise covered by LESSEE'S insurance. If LESSOR
provides security and/or includes the costs of security services or devices in
other sums due and payable, such acts by LESSOR shall not make LESSOR liable for
any injury or loss to LESSEE, its employees, agents, customers or invitees; and
LESSEE, on behalf of itself, its agents, employees, customers and invitees,
waives any claims against LESSOR, whether known or unknown, based upon the
providing of security or performance of security guards. LESSOR shall have the
right to make such changes to the COMMON AREAS as LESSOR deems appropriate and
in the best interest of the Xxxxxx International Plaza, including but not
limited to, installation, removal and relocation of seats, trees, planters and
other amenities.
52. BROKERS: Each party represents to the other party that it has not dealt with
any real estate or broker other than DWV Investments, Inc., whose commission is
to be paid by Austin Delray Realty, L.L.C. LESSOR and LESSEE each agree to hold
the other harmless from and against any and all liability incurred by the other
party including, but not limited to, all costs and attorneys' fees incurred by
the other party, if the foregoing is not true.
53. TIME: It is understood and agreed between the parties hereto that time is of
the essence of all the terms, provisions, covenants and conditions of this
Lease.
54. CONSTRUCTION: This LEASE shall be construed in accordance with the laws of
the State of Florida, with venue arising in Palm Beach County, Florida only.
This LEASE shall not be construed more strictly against one party than against
the other merely by virtue of the fact it may have been prepared by counsel for
one of the parties, it being recognized that all parties have contributed
substantially and materially to the preparation of this LEASE.
55. LEASE VALIDITY: The submission of this LEASE for examination and/or
execution by LESEE does not constitute a reservation of or option for the LEASED
PREMISES for the benefit of LESSEE nor does it constitute an offer on the part
of LESSOR and this LEASE shall
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have no force or validity whatsoever unless and until duly executed by LESSOR
and delivered to LESSEE.
56. AMENDMENTS, ETC.: This LEASE may not be amended, modified, or terminated
(except in the event of default by LESSEE) except by written instrument signed
by both LESSOR and LESSEE.
57. LANDLORD MORTGAGES: This LEASE is subject to and subordinate to all
Mortgages and any renewal, modification, consolidation, replacement and
extension of any mortgage at any time affecting the LEASED PREMISES, and any
Assignments of Rents and Leases executed in connection therewith provided that
all mortgagees agree to permit Lessee its quiet enjoyment of the Leased Premises
and its continued operation under the terms of the Lease if Lessee is not in
default of the Lease. Further, no action to protect the interest of any
Mortgagee owning any Mortgage on the LEASED PREMISES, whether by foreclosure or
otherwise, shall result in the cancellation or termination of this LEASE or the
obligation of the LESSEE under this LEASE, and if no election is made to cancel
and terminate the LEASE, then the LESSEE shall attorn to the holder of the
Mortgage as the case may be.
58. OPTION-TO-EXTEND: Provided this LEASE is in good standing and LESSEE is not
adjudged to be in default of the terms and conditions of this LEASE, LESSOR
hereby grants to LESSEE, the option-to-extend the term of this LEASE for TWO (2)
2-YEAR options. LESSEE shall exercise its option-to-extend the term of this
LEASE by notifying LESSOR, in writing, on or before ninety (90) days prior to
the termination date of this LEASE. Failure of LESSEE to notify LESSOR, in
writing, shall be construed as LESSEE'S waiver of its rights under this
Paragraph 56. The rental rate for the option year(s) will be increased by 3% or
the CPI in the year renewing the lease, whichever is higher, per square foot
plus applicable sales tax.
INITIAL
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59. TERMINATION: It shall be a condition precedent to the effectiveness and
enforceability of this Lease, the Guaranty Agreement, and/or obligation arising
from the Lease, that the furnishings, fixtures, equipment and interior finishes
presently located in the Leased Premises, remain as part of the Leased Premises.
The parties acknowledge and agree said furnishings, fixtures, equipment and
interior finishes are currently in the possession of a Trustee in bankruptcy and
are to be sold by public auction by the Trustee in Bankruptcy. If LESSOR is
successful in purchasing all of the furnishings, fixtures, equipment and
interior finishes from the bankruptcy Trustee, the Lease and obligations arising
therefrom shall become operative in accordance with its terms. If LESSOR is
unsuccessful in purchasing all of the furnishings, fixtures, equipment and
interior finishes from the bankruptcy Trustee, the Lease and all obligations
arising therefrom shall be ineffective and unenforceable as if the Lease never
cam into being.
60. PERSONAL GUARANTY: No personal guaranty.
IN WITNESS WHEREOF, LESSOR AND LESSEE, AGREED AND ACCEPTED:
WITNESSES: LESSEE: Kenwick Industries, Inc.
/s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE]
----------------------------- ----------------------------
Xxxxxxx Xxxxxxx as President
/s/ [ILLEGIBLE] Date: 7 JAN 2000
----------------------------- ---------------------------
WITNESSES: LESSEE: AUSTIN DELRAY REALTY, L.L.C
/s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE]
----------------------------- ----------------------------
Date: 1/17/2000
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EXHIBIT "A"
XXXXXX XXXXXXXXXXXXX XXXXX
XXXXXX XXXXX, XXXXXXX
RULES AND REGULATIONS
The following RULES AND REGULATIONS together with all modifications and
amendments thereto are considered to be a material part of the LEASE:
1. No sign, fixtures, advertisements or notice shall be displayed, inscribed,
painted and affixed by any LESSEE on any part of the outside or inside of Xxxxxx
Xxxxxxxxxxxxx Xxxxx or on or about the Leased Premises of any LESSEE, without
written consent of the LESSOR, and then only in such color, size, style, and
material as shall be first specified by LESSOR. No showcase shall be placed in
front of or in the lobbies or corridors of Xxxxxx International Plaza, and
LESSOR reserves the right to remove all showcases so pieced and all signs other
than those above provided for, without notice, and at the expense of the LESSEE
responsible for the same.
2. The sidewalks, entrances, passages, elevators and staircases shall not be
obstructed or used for any other purpose than ingress and egress.
3. LESSEE identification on entrance doors will be by a standard signage as
specified by LESSOR and paid for by LESSEE. No LESSEE shall install or cause to
be installed without LESSOR's consent any shades or blinds or drapes and their
color, materials, shop, style and size shall be designated by LESSOR. No awning
or screen shall be installed by LESSEE, without the written consent of the
LESSOR. All draperies hung or installed by LESSEE shall be installed with a back
lining, the window side face of which shall be a color approved by LESSOR.
4. No additions to nor alterations of any part of Xxxxxx Xxxxxxxxxxxxx Xxxxx
shall be made by any LESSEE, without the written consent of the LESSOR, and any
such additions or alterations shall be performed by the LESSOR, at the cost of
the LESSEE, if so approved.
5. LESSEE shall keep all glass, locks, trim and other property of the LESSOR, in
good working order and in good repair, and if any of same are broken by LESSEE,
such breaks shall be repaired at the LESSEE's expense.
6. If a LESSEE desires telegraphic or telephonic connections, the LESSOR will
direct the electricians and/or technicians as to where the wires are to be
introduced, and without such direction, no wiring or cutting for wires will be
permitted.
7. The LESSOR retains the power to prescribe the weight and proper position of
safes or any heavy equipment to be brought into the Leased Premises. LESSEE
shall be responsible for any and all damage to the walls, floors or other parts
of Xxxxxx International Plaza, or Common Areas caused by or connected with any
moving or caused by any safe, furniture, boxes and/or bulky/heavy articles of
LESSEE in Xxxxxx International Plaza.
8. LESSEE shall instruct its agents, employees and invitees not to use the
hallways, corridors or stairwells for loitering, lounging or gathering. Common
Area restrooms are for the convenience and use of the LESSEEs of Xxxxxx
International Plaza and for no other use.
9. The water closets and other apparatus shall not be used for any purpose other
than that for which they are constructed, and no sweeping, rubbish, rags or
other substances shall be thrown therein. Any damage resulting to them from such
use shall be borne by the LESSEE who shall cause same.
10. Nothing shall be thrown by the LESSEE, its agents, employees or invitees,
out of the windows, doors or passageways of Xxxxxx International Plaza.
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11. LESSEE, its agents, employees and invitees are not to injure or deface any
portion of Xxxxxx Xxxxxxxxxxxxx Xxxxx nor the woodwork, walls, Common Areas, nor
to carry upon Xxxxxx International Plaza, obnoxious, noisy or offensive business
or conduct, nor create a nuisance, nor conduct any auction thereon or therein.
12. No room or rooms shall be occupied or used by any LESSEE as sleeping or
lodging apartments upon the Leased Premises, or Xxxxxx International Plaza.
13. Water shall not be wasted by tieing or wedging back faucets or otherwise.
14. LESSEE must not leave their windows and doors open when leaving the Leased
Premises at the close of business and shall close windows and lock doors and in
the event of any default of LESSEE of this provision, LESSEE shall be
responsible for any injury or damage sustained by other LESSEEs of Xxxxxx
Xxxxxxxxxxxxx Xxxxx and by the LESSOR, which injury or damage resulted from
LESSEE's default or carelessness.
15. No bicycles or animals shall be allowed in any part of Xxxxxx Xxxxxxxxxxxxx
Xxxxx without the written consent of LESSOR.
16. No LESSEE shall accumulate or store any materials in the Leased Premises, or
in or on Xxxxxx Xxxxxxxxxxxxx Xxxxx of which the Leased Premises is a part,
which would create a fire hazard.
17. LESSOR retains the right to modify or amend these RULES AND REGULATIONS or
to waive these RULES AND REGULATIONS as to any LESSEE, at its sole discretion.
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Addendum I
Re: Page 2 Para 7
The Lessor will supply utilities including electricity, water/sewer and
janitorial services twice weekly at no charge to LESSEE
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