Exhibit 10
COMMERCIAL LEASE
SPECIFIC LEASE PROVISIONS
1. QUIET ENJOYMENT: Subject to all Provisions of This Lease, the Tenant
hereby leases from the Landlord, and the Landlord hereby leases to the
Tenant, the Leased Premises. If the Tenant complies with all of the
Tenant's obligations set forth in this Lease the Landlord shall not
disturb the Tenant's quiet enjoyment of the Leased Premises under the
Provisions Of This Lease during the term of this Lease. 2. THE
LANDLORD: ("Landlord") The name of the Landlord is Crown Diversified
Industries, Corp. The address of the Landlord is c/o Scott Properties,
000 Xxxx Xx., Xxxxxxxxx Xxxxx, Xxxxxxx 00000. 3. THE TENANT: ("Tenant")
The name of the Tenant is HEALTH EXPRESS USA, INC. The address of the
tenant is 000 XXXXXXXXXX XXXX., XXXXX 000, XX. LAUDERDALE, FLORIDA
33308.
4. LEASED PREMISES: ("Leased Premises") The address of
THE LEASED PREMISES IS 0000 X. XXXXXXXXX XXXX., XXXXX 000 XXXXXXXXX
XXXXX, XX 00000. The Leased Premises has 1,400 Rentable Square Feet and
includes all improvements on the Leased Premises. The Tenant has
inspected the Leased Premises and finds it to be in an acceptable
condition.
5. COMMENCEMENT DATE: ("Commencement Date") The Commencement Date of the
Term of this Lease is MAY 15, 2002.
6. THE END DATE OF THIS LEASE: ("End Date") The term of this Lease shall
cease on the End Date which is MAY 31, 2005.
7. SECURITY DEPOSIT: ("Security Deposit") The Security Deposit amount is
$4,433.34 The Security Deposit must be paid to the Landlord upon
execution of this Lease.
8. PERMITTED USES OF THE LEASED PREMISES: ("Permitted Uses") The Leased
Premises may be used only for general office uses and for no other
purposes whatsoever.
9. BASIC ANNUAL RENT: ("Basic Annual Rent") The Basic Annual Rent during
the first Lease Year is $17,280.00. Each Monthly Installment of Basic
Annual Rent during the first Lease Year is $1,400.00 beginning July 1,
2002, After the first Lease Year, Basic Annual Rent and each Monthly
Installment of Basic Annual Rent are increased as set forth in the
Standard Lease Provisions.
l0. Additional Rent: ("Additional Rent") For the first lease year, Each
Monthly Installment of Additional Rent is initially 816.67 beginning
July 1, 2002. Changes in the amount of the Monthly Installments of
Additional Rent are as set forth in the Standard Lease Provisions.
11. SALES TAX: The initial monthly amount of sales tax $133.00 beginning
July 1, 2002.
12. COMPONENTS OF THIS LEASE: This component of the Lease is referred to as
the "Specific Lease Provisions". This Lease consists of all the
following:
a. The Specific Lease Provisions.
b. The Standard Lease Provisions.
c. Exhibit "A" - Certificate Of Commencement Date & Base Month
for CPI.
d. Exhibit "B" - Diagram of the Leased Premises.
e. Exhibit "C" - Option To Extend
f. Exhibit "D" - Landlord's Work
g. Exhibit "E" - Rules and Regulations
13. Date of this Lease: The date of this Lease is May 2, 2002
Landlord: Tenant: Health Express USA, Inc.
Industries, Corp. By:
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1. Definitions: Some of the words used in this Lease have the meanings set forth
below.
a. Adjustment Month: For each Lease Year after the first Lease Year,
the "Adjustment Month" is the ninth calendar month of the then preceding Lease
Year.
b. Base Month: "Base Month" is the calendar month that is three months
prior to the month in which the Commencement Date of this Lease falls.
c. Building: "Building" is the structure within which the Leased
Premises is located, together with the real estate on which the structure is
located and all other improvements and appurtenances thereto from time to time
designated by Landlord as being a part of the Building, including but not
limited to any landscaping, sidewalks, drives, common areas, parking areas,
walkways, hallways, elevators, stairways, lobbies, and utility rooms.
d. CPI: "CPI" means the Consumer Price Indexes for all Urban Consumers
and Urban Wage Earners and Clerical Workers, U.S. City Average (1967=100) using
the table entitled, "All Urban Consumers," issued by the U.S. Department of
Labor, Bureau of :Labor Statistics, commonly referred to as Consumer Price
Index. If the publication of the CPI is discontinued or its.format..changed, the
..I.andlord shall select-a regularly PUBLISHED index which in the Landlord's
reasonable judgement most closely parallels the.CPI, and such index shall then
be used in place of the CPI.
e. Common Areas: -"Common Areas"-.ate those-. portions of the Building
-designated, by., Landlord for theTenant 's use in common with others.
f. Common Expenses: "Common Expenses" means the total of all Real
Estate Taxes, Landlord's Expenses Incurred in Operating and Maintaining the
Property, Landlord's Insurance Expenses, Electricity Expenses, and all other
expenses so designated in the Lease.
g. Electricity Expenses: "Electricity Expenses" means the total charge
for all electricity supplied to the Property for all purposes, including but not
limited to the usage thereof by other tenants and other users of the Property,
the usage for heating, cooling and lighting, and the usage thereof for all
services provided on the Property.
h. Environmental Laws: "Environmental Laws" shall mean all federal,
state and local laws, regulations, or ordinances, now or hereafter existing (1)
which governor. otherwise relate to the use, storage, treatment, transportation,
manufacture, refinement, handling, production or disposal of any Hazardous
Substance, or{2) which deal with protection of the health of any living person
or thing or the protection of any part of the environment.
i. Environmental Violation: "Environmental Violation" shall mean (a)
any direct or.indirect:discharge, disposal, spillage, emission, escape, pumping,
pouring injection, leaching,: release, seepage or. filtration of any Hazardous
Substance at, above, upon, under or:within the Property, or from the Property to
real estate. contiguous thereto, in violation of any Environmental ..Law -or in
excess of any reportable quantity. established- under any Environmental Law, (b)
any deposit, storage, dumping, placement or use of any Hazardous Substance. at;
..above, upon, under or within the Property or any. real estate-.`contiguous
thereto in violation of any Environmental Law, (c) the abandonment or discarding
of any barrels, containers or other receptacles containing and Hazardous
:.Substances in - violation of any Environmental Laws;: either at, above, upon,
under or within the Property or at any off site location by Tenant or any
subtenant or occupant of the Leased Premises or anyone acting by, through or
under Tenant's direction or control, (d) any activity which is reasonably likely
to result in any liability, cost or expense to Tenant or Landlord or any other
owner or occupier of the Leased Premises, or which might result in the creation
of a lien on the Leased Premises under any Environmental Law and (e) any other
material violation of, or noncompliance with, any Environmental Law.
j. Hazardous Substance: "Hazardous Substance" shall mean (a) any
flammable substances, explosives, radioactive material, hazardous material,
hazardous wastes, toxic substances, pollutants, contaminants or any related
materials or substances specified in any of the Environmental Laws (including
any "hazardous substances" as defined in CERCLA), (b) asbestos, radon, and
polychlorinated biphenyls, (c) urea formaldehyde, and (d) any chemical,
compound, substance or thing which can, may, or does, pose harm or the threat of
harm to any living person or thing or any part of the environment.
k . Landlord's Expenses Incurred In Operating and Maintaining The
Property: "Landlord's Expenses Incurred in Operating and Maintaining the
Property" means all costs and expenses incurred by the Landlord in operating,
maintaining, improving, cleaning, refurbishing, painting, and repairing
(collectively "maintaining") each and EVERY part of the Property, including but
not limited to the following: management fees, book keeping charges, gardening
and landscaping maintenance, water, sewer service charge, electricity and other
utilities, parking area maintenance and repairs (including re-striping,
cleaning, sweeping and re-surfacing), lighting, sanitary control, pest control,
office cleaning, work on the roof, removal of trash, rubbish, garbage and other
refuse, rental for or depreciation on machinery
l. Landlord's Insurance Expenses: "Landlord's Insurance Expenses" means
all amounts paid by Landlord for all insurance covering or related to the
Property, including but not limited to insurance for public general liability,
fire, casualty, vandalism, damage from forces of nature, and theft, and all
costs incurred by Landlord in obtaining such insurance.
m. Lease: "Lease" means both the Specific Lease Provisions and the
Standard Lease Provisions. All portions of the Lease are complimentary, and what
is required by one part of the Lease shall be as binding as if required by all
parts of the Lease.
n. Lease Year: The first Lease Year begins on the first day of the
calendar month in which the Commencement Date falls, and ends on the last day of
the eleventh calendar month thereafter. Each Lease Year after the first Lease
Year begins on the first day of the first calendar month following the preceding
Lease -Year, and ends on the last day of the eleventh calendar MONTH THEREAFTER.
o. Leased PREMISES: "Leased Premises "-. is. that portion or portions
of the Building as generally. shown by Exhibit "B" The Leased Premises has the
number of Rentable Square Feet as set FORTH in the Specific Lease Provisions.
The number of Rentable Square Feet is stated solely for calculation purposes
under the Lease, and does not constitute a representation of the actual number
of square feet of space in the Leased Premises. The Landlord makes no
representation or warranty as to the actual MEASUREMENTS or dimensions of the
Leased Premises. Exhibit "B" is provided as a diagram to identify portion(s) of
the Building but does not constitute a representation by Landlord as to the
measurements or dimensions of the Leased Premises.
p. Notices: "Notices" are . all requests, statements, demands,
correspondences, communications and transmittals sent by any party to this Lease
to any other party to the Lease.
q. Property: "Property" includes both the Leased Premises and the
Building.
r. Provisions Of T7ris Lease: "Provisions Of This Lease" means all
terms, conditions, statements, requirements; contingencies, provisos,
obligations, rights and liabilities set forth in this Lease.
s. Real Estate. Taxes: "Real Estate. Taxes" means all real estate
taxes, assessments and levies: and all other governmental levies and charges of
every kind :whatsoever which arise in connection with-the ownership, ,use,
occupancy or possession of the Property or any part, thereof;; including
interest on installment payments -and-all-costs and fees (including reasonable
attorney's fees) incurred by Landlord is contesting or negotiating with. public
_authorities with respect to the same. If at any time during the .term of this
Lease the methods and/or bases of taxation prevailing at the Commencement Date
shall be altered so that in addition to, or in lieu of or as a substitute for
the wholv:or any part of the taxes now levied, assessed or imposed or.. the
Property there shall be a different basis or method of. computation, then "Real
Estate Taxes" shall include such additional or other methods or bases. _
t. Xxxxxx's Proportionate Share: "Tenants Proportionate Share" is that
part of the Common Expenses WHICH the Tenant is responsible to pay for as
Additional Rent. The Tenant's Proportionate Share is determined by multiplying
the Common Expenses by a fraction: the numerator of which is the number of
Rentable Square Feet of the Leased Premises; and the denominator of which is the
number of Rentable Square Feet in the Building.
2. Rent: All payments of Basic Annual Rent and Additional Rent shall be made in
lawful currency of the United States of America to the Landlord at the
Landlord's address, or at such other place(s) stated in writing by the Landlord,
and all payments shall be made in advance and not in arrears. If the
Commencement Date falls on a day other than the first day of a calendar month,
theca the Monthly Installment of Basic Annual Rent and the Monthly Installment
of Additional Rent due for the first calendar month of the first Lease Year
shall be pro-rated
a. Basic Annual Rent: Basic Annual Rent is determined on a Lease Year
Basis. On the Commencement Date and on the first day of each and every calendar
month during the term of this Lease, the Tenant shall pay to the Landlord a
Monthly Installment of Basic Annual Rent for the then current Lease Year. and
equipment used in maintaining the Property, all taxes and worker's compensation
insurance imposed or paid upon all money paid to any person(s) for maintaining
the Property, operation of loudspeaker and music system(s), and THE COST of all
materials and personnel necessary to do the maintaining set forth above and to
police and control traffic, supply security services, fire protection or
prevention equipment, and capital improvements which reduce or are intended to
reduce other expenses or which improve or which are intended to improve the
quality or quantity of the services provided to the Property.
i. During the first Lease Year: Each Monthly Installment of Basic
Annual Rent during the first Lease Year is in the amount stated in the Specific
Lease Provisions.'
ii. After the first Lease Year:
(1) Computation: The Basic Annual Rent for each Lease Year
after the first Lease Year is computed by multiplying the Basic Annual
Rent for the first Lease Year by a fraction which has as its numerator
the CPI for the Adjustment Month and as its denominator the CPI for the
Base Month. The amount of each Monthly Installment of Basic Annual Rent
in each Lease Year after the fast Lease Year shall be computed by
dividing the Basic Annual Rent for such Lease Year by twelve. 2
(2) Minimum/Maximum: Notwithstanding any provision of this
Lease which is or may appear to be the contrary, the Basic Annual Rent
for any Lease Year after the first Lease Year shall not be less than
102% or greater than 108% of the Basic Annual Rent in the prior Lease
Year.
(3) Confirmation Letter: Following the Commencement Date the
Landlord shall send or deliver to the Tenant the letter attached hereto
as Exhibit "A", with the blank lines filled in with the correct
information. Within 5 days of receiving the letter, the Tenant shall
confer the information set forth therein by executing the letter and
sending same back to the Landlord. In the event that the Tenant shall
fail to timely execute and send the letter to the Landlord, the_
information contained in the letter presented to the Tenant shall be
conclusively deemed to be accurate in all respects and shall-constitute
absolute evidence and proof of the matters set. forth therein.
b. Additional Rent: Together with the obligation to pay Basic Annual
Rent; tire Tenant is also obligated to pay Additional Rent during the term of
the Lease. The failure to timely pay Additional Rent is- a failure to timely pay
rent under the provisions of all statutes and laws.
1. Monthly Installment of Additional Rent: The Tenant is
obligated to pay a Monthly Installment of Additional Rent on the
Commencement Date and on the first day of every calendar month during
the term of this Lease. The Monthly Installment of Additional Rent
which the Tenant is obligated to pay is the Tenant's Proportionate
Share.
(1) Initial Amount: Until it is changed by the Landlord, the
amount of the Monthly Installment of Additional Rent is that which is
set forth in the Specific Lease Provisions.
(2) Adjusted Amount: The Landlord shall periodically review
its estimate of the Common Expenses. If the Landlord determines that
its estimate requires adjustment, the Landlord shall send Notice
thereof to the Tenant, and from and after the mailing or delivery of
such Notice to the Tenant, the Tenant is obligated to pay each Monthly
Installment of Additional Rent in the amount set forth in die Notice
from the Landlord. The Landlord has the right to adjust (by increase or
decrease) the amount of the Monthly Installment of Additional Rent as
often as the Landlord reasonably determines is necessary; and the
Tenant is required to pay each Monthly Installment of Additional - Rent
in the amount set forth in the then most recent Notice from the
Landlord stating the amount of the Monthly Installment of Additional
Rent.
(3) Reconcr7iation:~Dtuing the term of this Lease 'each year:
he Landlord shall furnish the Tenant a statement which sets forth in
reasonable detail the actual Common Expenses for the prior calendar
year.
(a) Greater than actual: If the Tenant paid greater than the Tenant's
Proportionate Share of the actual Common Expenses in the prior calendar year,
the difference shall be refunded by Landlord, or applied by Landlord to amounts
than due, or to become due, from the Tenant, at the option of the Landlord.
(b) Less than actual: If the tenant paid less than the Tenant's
Proportionate Share of the actual Common Expenses in the prior calendar year,
then the differences between what the Tenant paid and Tenant's Proportionate
Share of the actual Common Expenses shall be due and payable to the Landlord as
Additional Rent and shall be paid by the Tenant to the Landlord within 5
business days of demand therefor.
ii. Other Amounts Due under Lease: All amounts except Basic Annual Rent
to be paid by Tenant under the Provisions Of This Lease are Additional Rent, and
shall be paid by Tenant to Landlord within 10 business days of demand thereof.
1. For example, assume that the Commencement Date of this Lease is Sept. 25,
1994. The first Lease Year runs from Septcrnber 1, 1994 until August 31, 1995.
The rent due for September, 1994 shall be 5/30 of the MONTHLY Installment of
Basic Annual Rent for the first Lease Year stated in the Specific Lease
Provisions and each Monthly Installment of Basic Annual Rent for Oct., Nov. and
Dec. 1994, and Jan., Feb., Mar., Apr., May, Jun., Jul., and Aug, 1995 shall be
the Monthly Installment of Basic Annual Rent for the first Lease Year stated in
the Specific Lease Provisions.
2. To continue with the example begun for the first Lease Year, assume that the
CPI for the Base Month is 500, and the CPI for the Adjustment Month is 525.
Under this example, each Monthly Installment of Basic Annual Rent due in the
second Lease Year (Sep., Oct., Nov. and Dec. 1995 and Jan., Feb., Mar., Apr.,
May, Jun., Jul., and Aug., 1996) will be ((525/500) x (Basic Annual Rent for
first Lease Year)) / [12).
iii. Payments by Landlord: If Landlord nays any money which is the
obligation of the Tenant according to the Provisions Of This Lease, or if the
Landlord incurs any expense, including reasonable attorney's fees, in the
enforcement of the Landlord's rights under this Lease or the performance of any
obligations otherwise imposed upon the Tenant under the Provisions Of This
Xxxxxx then such money paid and such expense incurred is Additional Rent and
shall be paid to Landlord by Tenant within 10 business days of demand therefor.
iv. Tenant's Excessive Use: If in the reasonable judgement of the
Landlord the Tenant's use of electricity, production of trash or garbage, or
other acts or omissions on the part, of Tenant cause a disproportionate increase
in the Common Expenses, it is the responsibility of the Tenant to pay the entire
amount attributed to such increase in the Common Expenses as Additional Rent,
and Tenant shall pay same to Landlord upon each demand therefor within 5
business days of the demand. ,
3. Security Deposit: The Security Deposit shall be held by Landlord without
interest thereon owing to Tenant, in a separate account or in any general
property management account established by Landlord and may be commingled with
other funds of the Landlord and other third parties. Each time the amount of the
Security Deposit is diminished by Landlord's use, retention or application
thereof, Tenant shall, within 3 days after Landlord's demand, deposit additional
money with Landlord sufficient to restore the Security Deposit to its original
amount. The obligations to make deposits to restore the Security Deposit are
obligations to snake payments of Additional Rent. Landlord may use, apply or
retain the Security Deposit to the extent: required :for the payment of any sum
as to which Tenant is in default or for any sum which Landlord may expend by
reason of Tenant's default on any of the Provisions Of This Lease. If Tenant
shall comply with all of the Provisions Of This Lease, the Security Deposit
shall be returned to Tenant after the end term of this Lease and after the
delivery of possession of the Leased Premises to Landlord. Xxxxxxxx has the
right to transfer the Security Xxxxxxx.xx any successor to Xxxxxxxx's interest
in the Lease, and upon such transfer Landlord is hereby released by Tenant from
all liability for the return of such Security Deposit. The Landlord's rights to
recovery against the Tenant is not limited to the amount of the Security
Deposit.
4. Notices: All Notices shall be sent to Landlord at the Landlord's address as
set forth in the Specific Lease Provisions, or to such other address as the
Landlord shall inform the Tenant in writing. The Tenant shall also send a copy
of each Notice to such persons or entities designated by the Landlord from time
to time. Notice to the-Tenant shall be sent to the Tenant's address as set forth
in the Specific Lease Provisions. Each Notice shall be deemed to have been
received 5 days after its deposit in to the United States Mail, certified return
receipt requested. After the Commencement Date, Notice to the Tenant may be
delivered to the Leased Premises, and is hereby deemed to have been received by
the Tenant upon the date delivered whether or not the Tenant actually receives
or is aware of the Notice. %.. : : -. .
S. Alterations by Tenant; .Tenant shall. not make any alterations or additions
to the Property, or any part thereof, without written consent of Landlord,.
which consent may be withheld for any reason .;deemed acceptable to Landlord or
which consent may be conditioned upon Tenant performing as required by Landlord,
including .the payment of any costs incurred by Landlord.
6. Permitted Uses: Tenant shall use the Leased Premises only for the Permitted
Uses, and then only to the extent that all governmental entities having
jurisdiction over the Property approve such uses. Landlord neither wan-ants nor
represents that the Leased Premises can be used for the Permitted Uses. The
Tenant conducted its own investigation and has determined by itself that the
Leased Premises can be used for the Permitted Uses. Notwithstanding any other
statements in this Lease to the contrary, in no event shall the Tenant use the
Leased Premises, or suffer or permit the use of the Leased Premises, in any
manner such that the Leased Premises will be or become a place of public
accommodation under the terms of Title III of the ADA, 42 USC ss. 1281, et.
seq., or the rules and regulations issued thereunder. In its uses of the
Property, the Tenant shall not disturb any person or entity by creation of
excessive or unreasonable light, sound, vibration, smoke, fumes, odors, dust, or
pollution of any kind.
7. Term of this Lease: The term of this Lease shall begin on the Commencement
Date and shall end on the End Date.
8. Landlord's obligation to repair: Landlord shall keep the foundation, the
roof, the floor and exterior walls (excluding the interior surface of exterior
walls and all windows, doors and glass) of the Leased Premises structurally
sound and the Landlord's expense in doing same shall be included within the
Common Expenses, unless same is damaged by Tenant and in such event the Tenant
shall repair same at Tenant's expense. The Landlord may elect to
maintain the air conditioning systems in the Leased Premises, and if it so
elects, the cost of all such maintenance (including replacement if necessary)
SHALL be part of the Common Expenses. If the Landlord does not elect to
maintain the air conditioning systems, the maintenance thereof shall be the
responsibility of the Tenant and the Tenant shall bear all expenses related
thereto. Landlord shall not be required to commence any repair until a
reasonable item after written Notice from the Tenant that such repair is
necessary, and thereafter shall have a reasonable time to complete such
repair, which shall in no event be less than the time period provided by
Florida Statutes 83.201. Landlord has no liability to Tenant for damage or
destruction to any real or personal property as a result of Landlord's failure
to repair, or as a result of the repair operations. The Landlord has no other
repair or maintenance obligations, but at its sole option may elect to perform
other repairs or maintenance, and all of the Landlord's expenses and costs in
doing same shall be included within the Common Expenses.
9. Interruption of Services: The Landlord makes no representations or warranties
as to the continuance or non interruption of service to the Property, including
but not limited to elevator (if one is present on the Property as of the
Commencement Date), lighting, water, electricity, sewerage, cleaning and
maintenance. The Landlord will take such steps as it deems reasonable to provide
such services from 8:00 am. to 5:00 pm on normal business days (not holidays or
weekends), so long as Tenant is not in default under this Lease, but Landlord
has no liability whatsoever in the event that any. of the services is not
provided to the Property, including but not limited to a failure as a result of
repairs, renewals; improvements, changes of service, alterations., strikes,
lockouts, labor controversies, inability to obtain fuel or power, accidents,
breakdowns, catastrophes, national. or local emergencies, forces of nature, acts
of God and other conditions beyond the reasonable control of Landlord. The
Tenant is not entitled to any abatement of Basic Annual Rent or Additional Rent
for any interruption of, or failure to provide, services to the Property. The
Common Expenses shall include the cost of providing all such services to the
Property.
10. Sales or Lease Tax: Tenant shall pay Landlord any sales, use, excise and
lease takes and all other similar charges or payments required as a result of
the existence of .this Lease or as a result of the payments being made to
Landlord hereunder, which has been imposed or levied by any governmental entity
having jurisdiction over the Property, this Lease, or the payments made pursuant
to this Lease. All such tax payments are due simultaneously with the amount from
which the tax arises or is based, and all such tax payments are Additional Rent.
12. Failure to Deliver Possession: Tenant recognizes that factors beyond the
reasonable control of Landlord may prevent Landlord from delivering the Leased
Premises to the Tenant on the Commencement Date, and Tenant is willing to accept
that risk. In. the event that the Landlord FAILS to deliver possession of the
Leased Premises to the Tenant on the Commencement Date the Landlord shall have
no liability whatsoever to Tenant for such failure or any direct or
consequential damages arising therefrom, and this Lease SHALL remain in full
force and effect, however, there shall be no Basic Annual Rent or Additional
Rent due hereunder until the Landlord is able to deliver possession to the
Tenant- In the vent of a delay in delivery of possession to the Tenant, the
Commencement Date shall be the date upon which possession is actually delivered
to the Tenant, and such date shall be confirmed as otherwise set forth in this
Lease.
13. Environmental Matters:
a. No Environmental Violations: Tenant shall not at any time (i) cause,
permit or suffer to occur any Environmental Violation in, on, under or above the
Property or (ii) permit any person or entity occupying or using the Property or
any part thereof under or through Tenant to cause, permit or suffer to occur any
Environmental Violation. Tenant is responsible for cleaning up and remedying any
Environmental Violation on the Leased Premises.
b. Tenant's Obligations/Financial Assurances: If an Environmental
Violation occurs or is found to exist, the Tenant is responsible for remedying
the Environmental Violation and its clean up, including but not limited to aft
costs and expenses incident or related thereto. If in Landlord's reasonable
judgment, the cost of remediation and clean up is likely to exceed $5,000.00
Tenant shall provide to Landlord, within ten (10) days after Xxxxxxxx's request
therefor, adequate financial assurances that Tenant will effect such remediation
in accordance with the applicable Environmental Laws. Such financial assurances
shall be a bond or letter of credit reasonable satisfactory to Landlord in form
and
c. Compliance With All Laws: The Tenant is responsible for compliance
with all Environmental Laws and is responsible for remedying any Environmental
Violation and clean up. If Tenant fails to comply with all Environmental Laws or
fails to remedy any Environmental Violation or fails to clean up, then Landlord
shall have the right (but no obligation) to take any and all actions as Landlord
shall deem necessary or advisable in order to cure such Environmental Violation
and comply with all Environmental Laws, and all expenses and costs incurred by
Landlord in so doing shall be Additional Rent,
d. Notice to Landlord: Tenant shall notify Landlord immediately after
becoming aware of any Environmental Violation (or alleged Environmental
Violation) or noncompliance with any of the covenants contained in this part of
the Lease entitled "Environmental Matters".
e. Survival; The obligations of Tenant under this part of the Lease
entitled "Environmental Matters" shall survive the end of the term of this
Lease.
14. Assignment/Subletting; This Lease may not be assigned by Xxxxxx, and no part
of the Leased Premises may be subleased by Xxxxxx, without the prior written
consent of Landlord, which consent shall not be unreasonably withheld. Landlord
may condition the grant of such consent upon the Tenant's payment of all
attorney's -FEES and costs incurred by the Landlord thereby, upon delivery of
such information as the Landlord reasonably requests in relation thereto, and
upon receipt of a guarantee and indemnification acceptable to Landlord. If there
is an assignment or subleasing without the express written consent of Landlord,
Landlord may collect Basic Annual Rent and Additional Rent from the assignee,
subtenant or occupant and apply the net amount collected to the amounts due
under this Lease; but such collection shall not be deemed a waiver of Landlord's
right to forbid the assignment or sublease and it shall not be deemed to be the
acceptance by Landlord of the assignee, sub tenant or occupant as a Tenant
hereunder, or as a release of performance of the obligations of Tenant Each time
that the Tenant submits a request for the consent of the Landlord to permit the
Tenant to assign or sublease, the Landlord has the option during the 90 day,
period following such request to end the term of this Lease as of a date stated
by Xxxxxxxx, and Landlord has no liability to the Tenant if the Landlord enters
into a lease or other agreement with the proposed subtenant or assignee prior
to, upon, or after such declaration by the Landlord.
15. Tenant's obligation to repair: Except for those items which under the terms
of this Lease the Landlord is obligated to repair, the Tenant shall at all times
during the term of this Lease maintain the Leased Premises in good repair and
appearance and in safe operating condition, so that the entire Leased Premises
is always in substantially the same condition as upon the Commencement Date of
this Lease, reasonable: wear excepted. The Tenant shall perform all repairs and
maintenance required of it without necessity of Notice from the Landlord,
however, the Tenant shall also complete all repairs and maintenance which the
Landlord demands within 10 business drays of such demand. Notwithstanding
anything to the contrary set forth in this Lease, the Tenant shall repair all
damage to any part of the Property and all damage to any real or personal
property owned by the Landlord, WHICH is caused by the act or omission of the
Tenant, or the officers, directors, employees, invitees or agents of the Tenant
Tenant shall provide written Notice to Landlord of all repairs made by Tenant
substance and in an amount equal to or greater than Landlord's reasonable
estimate of the anticipated cost of remedy and clean up,
16. Tenant's obligation to maintain insurance: Tenant shall maintain all
insurance required under this Lease and shall provide documentation and proof of
such insurance as the Landlord may require. Each insurance policy required under
this Lease must: be upon terms and conditions reasonably acceptable to the
Landlord; be issued only by a company reasonably acceptable to Landlord; be
cancelable only upon at least 30 days prior written notice to the Landlord; and
name the Landlord and the Landlord's officers,
16. Tenant's Obligation to Maintain Insurance: Tenant shall maintain all
insurance required under this lease and shall provide documentation and proof of
such insurance as the Landlord may require. Each insurance policy required under
this lease must: be upon terms and conditions reasonably acceptable by Landlord;
be issued only by a Company reasonably acceptable to Landlord; be cancellable
only upon 30 days prior written notice to the Landlord; and name the Landlord
and the Landlord's offices, directors, employees, invitees and agents as
additional insureds. The following insurance is required during the entire term
of this Lease:
a. Public Liability: General public liability insurance against claims
for bodily injury, death or property damage occurring on, in or about the
Property, in an amount not less than $3,000,000.00 for bodily injury or death to
any one person, and not less than $2,000,000.00 for any one event, and not less
than $1,000,000.00 for property damage, and
such other amounts as are commercially reasonable but in no event less than the
amounts required pursuant to any mortgage on the Leased Premises.
b. Worker's Compensation: Worker's Compensation insurance covering all
persons employed in connection with any work done by or on behalf of the Tenant
for which claims for death or bodily injury could be asserted against Landlord,
Tenant or the Property.
c. Casualty: Insurance against loss or damage to any part of the Leased
Premises, except those portions which the Landlord is required to maintain, by
any cause including but not limited to fire, lightning, windstorms, hail,
explosion, riot, civil commotion, damage from aircraft, smoke and other risks
from time to time included under standard extended and additional extended
coverage policies, including vandalism and malicious mischief sprinkler, plate
glass and flood insurance, is amounts not less than the actual replacement value
of all insurable improvements on the Leased Premises. Such policies shall
contain replacement cost endorsements.
d. Other: Such other insurance as Landlord may require, which at the
time is commonly obtained for properties similar to the Leased Premises in Dade,
Broward or Palm Beach County, Florida.
17. Increased Hazards: Tenant shall not do or omit to do, suffer to be done, or
keep, or suffer to be kept, anything ir4 upon or about the Property which will
be in violation of the Landlord's policies insuring against loss or damage by
fire or other hazards, including but not limited to public liability, or which
will prevent Landlord from procuring such policies from companies acceptable to
Landlord, or which cause the rate of fire or other insurance on the Property or
other property of Landlord to be increased beyond the minimum rate from time to
time applicable thereto.
18. Liens:
a. No Liens: Tenant shall not permit any mechanic's or other statutory
or common, law lien (collectively referred to as "Lien") to be filed against the
Property or against Tenant's leasehold interest in the Leased Premises by reason
of work, labor, services or materials supplied or claimed to have been supplied
to Tenant or anyone holding the Leased Premises through or under Tenant. If any
such Lien shall be filed against the Property, Tenant shall, within ten (10)
days after notice of the filing thereof cause it to be discharged of record by
payment, deposit, bond, order of a court of competent jurisdiction or otherwise.
b. Interests of Landlord are not subject to Liens: Pursuant to Florida
Statutes 713.10, the interests of the Landlord in the Property shall not be
subject to, liens for improvements made by the Tenant. The Tenant shall notify
any contractor making any improvements of this provision.
c. Liens On Property Of Tenant: Within 30 days of bringing an item of
personal property onto the Leased Premises, the Tenant shall provide the
Landlord with written Notice if such property was subject to a lien prior to -
bringing it onto the Leased Premises.
19. Non liability of Landlord:
a. Present Landlord Only: in the event of any sale or transfer of the
Leased Premises by the Landlord, including any transfer by operation of law, the
Landlord:and in case of any subsequent transfers of conveyances the then
(degree)transferor or grantor, shall be automatically freed and relieved from
and after the date of such transfer or conveyance from the Provisions Of 7his
Lease arising, due, or to be performed, after the date of such transfer or
conveyance.
b. Successors and Assigns: It is the intent of the parties that the
Provisions Of This Lease shall be binding on Landlord, and its successors and
assigns, only during and in respect of their respective successive periods of
ownership of the Property.
c. Limitations on Liability: Notwithstanding any other statements in
this Lease, neither Landlord nor any of its officers, directors, agents,
trustees, or employees shall in any manner, or to any extent, be liable to
Tenant or any other person or entity:
i. For any loss, damage or injury to person or property caused by
stoppage, failure, malfimction or other defect of or in utilities, or any other
aspect or facility of the Property, including but not limited to leakage,
overflow or backing up of or from the roof or plumbing, heating, air
conditioning, gas lines, water mains, sewers or other drainage facilities.
ii.For loss, damage, or injury to any person or property resulting from
accidents, explosions, leaks or other causes attributable to Tenant's use of the
Property or arising in or about the Property.
iii. For loss, damage, or injury to any person or property occasioned
by or through the acts or omissions of persons or entities other than the
Landlord, and the Landlord shall be liable for such loss, damage, or injury to
person or property only if it results from the gross negligence of the Landlord.
iv. For loss, damage, or injury to any person or property as a result
of the forces of nature.
v. For damage, theft, or destruction of or to the fixtures and personal
property of Tenant or others in and about the Property, regardless of the cause
of such damage. All property kept or stored on the Property is so kept or stored
at the risk of Tenant.
20. Limitation on recovery against Landlord: If Landlord shall fail to perform
according to the Provisions Of This Lease and Tenant shall recover a money
judgment against Landlord thereby, the judgement shall be satisfied only out of
the proceeds of sale received upon execution of the judgment and levied against
the interest of Landlord in the Property, or out of the consideration received
by Landlord from the sale or other disposition of all or any part of Landlord's
interest in the Property, and Landlord shall not be liable for any deficiency.
No other property or assets of the Landlord shall be subject to levy, execution
or other enforcement procedure for the satisfaction of Xxxxxx's remedies herein,
or for the Tenant's collection of any debt, clairn, judgement or other judicial
process requiring the payment of money by the Landlord to the Tenant
21. Xxxxxxxx's right to Assign, etc.: The Landlord has the unlimited right to
assign, mortgage, convey, hypothecate, transfer, and sell its right, title and
interest in this Lease and in the Property. The term "Landlord" shall refer only
to the person or entity holding the rights of the Landlord under this Lease at
any given time, and shall not necessarily refer to the actual person or entity
named in the Specific Lease Provisions.
22. Indemnification, Tenant shall pay, protect, indemnify, save and hold
harmless Landlord from and against any and all liabilities, losses, damages
(including punitive damages), penalties, costs, causes of action, suits, claims,
demands, or judgements of any nature whatsoever, arising from: the violation of
any law, statute, rule, regulation, or ordinance by the Tenant or the Tenant's
officers, directors, agents or employees; any matter pertaining to the use,
non-use, occupancy, operation, condition, design, construction, maintenance,
repair or restoration of the Property or property adjoining the Property; any
casualty, injury, death, or damage in any manner arising from or related to the
Property or the Tenant's use thereof, whether or not Landlord has or should have
knowledge or notice of any DEFECT or condition causing or contributing to said
casualty, injury, death or damage; any violation of the Americans With
Disabilities Act, Title III of the ADA 42 USC ss.12181, et. seq., and all
regulations issued thereupon; and any violation by Tenant of any of the
Provisions Of This Lease or any contract or agreement to which Tenant is a
party. In case of any action or proceeding against Landlord, Tenant shall upon
Notice FROM Landlord resist or defend such action or proceeding by counsel
reasonably satisfactory to Landlord, and Landlord will cooperate and assist in
the defense of such action or proceeding if reasonably requested so to do by
Tenant The obligations of Tenant under this part of the Lease entitled
"Indemnification" shall survive the end of the term of this Lease.
23. Subordination: This Lease and all rights . of Tenant are, and shall be,
subject and subordinate to any and all mortgages which are presently, or may
hereafter, be placed on the Property by the Landlord, and to all- renewals,
modifications, consolidations, replacements and extensions thereof. Tenant
covenants and agrees that this Lease shall not be a lien against the Property
with respect to any mortgage that is presently or may hereafter be placed on the
Property. Xxxxxx agrees to execute within 5 days of demand therefor any
instruments, without cost, WHICH may be deemed necessary or desirable by
Landlord, to fuuther effect the subordination of this Lease to any such mortgage
or mortgages. Upon request by the holder of any mortgage, the Tenant shall
execute and record such documents as may be required to subordinate any mortgage
to this Lease.
24. Right of Landlord to perform for Tenant: The landlord shall have the right,
but not the duty, to discharge any of the Tenants' obligations under the
Provisions Of This Lease which the Tenant fails or refuses to timely discharge
and the cost thereof shall be Additional Rent. This remedy is in addition to
such other remedies Landlord has under this Lease.
25. Right of Entry: Landlord has the right but not the obligation to enter into
and upon the Property, and to conduct any tests deemed necessary by the
Landlord, during normal business hours, for the purpose of examining the
Property or making repairs or alterations therein as may be necessary for the
safety and preservation of the Property, or to determine whether Tenant is in
compliance with the Provisions Of This Lease. The Tenant shall provide the
Landlord any information regarding the use of the Property (including but not
limited to all information regarding Environmental Violations and Hazardous
Substances) reasonably requested by Landlord. The Landlord has the right but not
the obligation to enter the Leased Premises at any time in the event of an
emergency.
No entry by the Landlord shall be deemed to be a constructive, or actual
eviction and there shall be no abatement of Basic Annual Rent or Additional Rent
by reason of any such entry or work in the Property by the Landlord.
26. Surrender of Leased Premises: At the end of the term of this Lease, Tenant
shall leave the Leased Premises in as clean and as good condition as at the
Commencement Date, reasonable wear and tear excepted, and shall remove all of
Tenant's personal property therefrom. If Tenant leaves any property in or about
the Leased Premises, Landlord may without Notice to Tenant either (a) dispose of
it and charge Tenant the cost of disposal; or (b) keep such property as
abandoned property without any LIABILITY whatsoever to the Tenant. The Tenant
hereby waives all rights which may be provided under Florida Statutes for the
treatment of abandoned property.
27. Signs: Tenant shall not display any sign, picture, advertisement, awning,
merchandise or notice on any PART of the Property except as shall conform to
RULES and regulations specified by Landlord, which shall not be unreasonable, If
Tenant shall fail to comply with the provisions of this paragraph, Landlord has
the right, in addition to all other remedies granted to Landlord herein, to
cause the immediate removal of such thing at the cost of Tenant, which cost
shall be Additional Rent.
28. Continuous Operation of Business: Tenant shall throughout the term hereof
maintain the operation of its business at the Leased premises.
29. Compliance with all laws, etc.: Tenant shall comply with, and shall at its
expense cause the Leased Premises to comply with, the provisions of all recorded
covenants, conditions and restrictions in any way touching or affecting the
Property; all building, zoning, fire and other governmental laws, statutes,
ordinances, and regulations, including but not limited to the Environmental
Laws; all of Landlord's rules and regulations (including any amendments thereto
after the date of this Lease) applicable to the Property; and all requirements
of the carriers of insurance covering any portion of the Property. Tenant has
examined the Property and the Landlord's Work, if the Landlord has agreed to do
any, and has determined that all parts of the Property comply with all
applicable statutes, laws, ordinances, regulations, rules and order; of every
kind and nature now in effect relating to or affecting any part of the Property,
and has not relied upon the representations, if any, of the Landlord in making
such determination. In the event that any present or future laws, regulations,
statutes or ordinances require any modifications whatsoever to the Leased
Premises, the Tenant shall make such modifications at its own expense and only
with the .approval of the Landlord.
30: Compliance with ADA: The Tenant has examined .the Property and the
Landlord's Work if the Landlord has - agreed to do any, is familiar with the
requirements .of Title III of ADA, 42 USC ss.12181 et. seq, the regulations
pertaining to. it, including those found at 28 CFR Part 36; and the. ADA Title
III Technical Assistance Manual issued by the United States Department of
Justice (collectively the "ADA"), and hereby warrants and represents to the
Landlord that the Property both at the time of the execution, of this Lease and
after the Landlord's Work, if any, and the Tenant's use of the Property, is in
compliance with ADA. Any alterations or additions to any part of the Leased
Premises required as a result of the ADA, or required as a result of the
,Xxxxxx's use of the Leased Premises because of the ADA, shall be made only with
the approval of the Landlord and at the sole cost and expense of the Tenant .
Tenant is responsible for all costs associated with compliance with the ADA,
including but not limited to the costs of any changes to the Leased Premises or
otherwise required as a result of the ADA.
31. Changes by Landlord: Nothing herein shall be construed to be a guaranty of
continuance of light or air over or into the Property or any property adjoining
the Property, or a guaranty to preserve any view from any part of the Property;
or a guaranty that access to and from the Property will remain as it is at the
Commencement Date, or a guaranty that the Property will be in any given
condition at any time during the term of this Lease. The Landlord reserves the
absolute right to change any PART of the Building or surrounding areas in any
manner deemed acceptable to Landlord. The Landlord has the option, upon a single
payment or credit to the Tenant of twice the amount of the then current Monthly
Installment of Basic Annual Rent, to relocate the Tenant to any other space in
the Building which is of comparable size to that of the Leased Premises. In the
event the Landlord exercises the foregoing option, the Tenant shall surrender,
upon the date stated in the Notice to the Tenant of the Landlord's exercise of
this option, the Leased Premises in the condition otherwise required at the end
of the term of this Lease; and thereafter the Leased Premises shall refer to the
space to which the Tenant is relocated. If the space to which the Leased
Premises is relocated is larger than the original Leased Premises, there shall
be no increase in the numerator of the fraction used in the calculation of the
Tenant's Proportionate Share.
32. Damage to the Property: If the Property is damaged by fire or other
casualty, this Lease shall remain in effect if the Landlord determines that it
is in its best interests to restore the Property, and in such event the Landlord
shall substantially restore the Property to its condition immediately preceding
the damage, unless the damage was caused by the Tenant, or the officers,
directors, employees, agents or invitees of the Tenant, and in such event the
Tenant at its expense shall immediately restore the Property to its condition
immediately preceding the damage. The Basic Annual Rent shall be abated for so
much of the Leased Premises as may be unatenantable during the period of repair
and restoration, unless the damage was caused by the act or omission of the
Tenant and then there shall be no abatement. The Landlord has the option to end
the term of this Lease at a date stated in written Notice to the Tenant if in
the reasonable judgment of the Landlord the Property cannot be restored with the
available insurance proceeds, or if in the reasonable judgment of the Landlord
it is not financially beneficial to the Landlord to restore the Property.
Xxxxxxxx's only obligation to repair or restore hereunder shall be limited to a
basic building and the replacement of any interior work which may have
originally been installed at Landlord's cost. The obligations of the Tenant to
restore and repair the Property as set forth in this part of the Lease entitled
'I)amage to the Property" shall survive the end of the term of this Lease.
33. Condemnation and Eminent Domain:
a. Taking: If in the reasonable opinion of the Landlord a portion of
the Property, materially affecting Tenant's use thereof, shall be acquired or
condemned by right of eminent domain or otherwise for any public or quasi-public
use or purpose (herein collectively "Condemnation'), then Landlord, at its
election, may end the term of this Lease by giving Notice of same to Tenant of
its election.
b. Damages: Landlord reserves to itself, and Tenant irrevocably assigns
to Landlord, all rights to damages accruing on account of any Condemnation for
which damages are payable. Landlord does not reserve to itself, and Xxxxxx does
not assign to Landlord, any damages payable for trade fixtures installed by
Tenant at its own cost and expense and which are not part of the realty.
34. Defaults: The following are defaults under this Lease:
a. Failure to Pay: If Tenant fails to timely pay any amount due under
the Provisions Of This Lease;
b. Failure to Perform: If Tenant shall fail to timely perform any of
the Tenant's obligations under the Provisions Of This Lease;
c. Failure to Adhere to Prohibition: If Tenant fails to abide by any of
the prohibitions re restrictions in the Provisions Of This Lease; '
d. Execution, etc: If any person: or entity shall levy, upon, take, or
attempt to take the Tenant's leasehold - interest or any part thereof upon
execution, :attachment or other process of law or if Tenant shall make a general
assignment for the benefit of its creditors or if a proceeding is filed against
Tenant seeking any such relief;
e. Desertion: If the Leased Premises shall be deserted 'vacated,
abandoned, or business operations shall not be conducted therein for a period
of, 10 or more consecutive business days, or for more than 30 days during any
calendar year;
f. Succession: If this Lease or any interest therein shall be operation
of law devolve upon or pass to any person or entity other than Tenant;
g. Trustee: If a trustee, receiver or liquidator shall be appointed for
Tenant or a substantial part of its property; or
h. Encumbrance: If Tenant shall mortgage, assign or otherwise encumber
its leasehold interest without the written consent of Landlord.
35. Xxxxxxxx's Remedies in Case of Default: All of the rights and remedies of
the Landlord set forth in this part of the Lease entitled "Landlord's Remedies
in Case of Default" shall survive the end of the term of this Lease. If the
Tenant defaults, the Landlord may end the term of this Lease and Tenant will
thereupon forthwith surrender the Leased Premises to the Landlord. In addition
to the right to end the term of this Lease, the Landlord is also entitled to one
or more of the following remedies and rights upon default by the Tenant;
a. All Rights and Remedies Available: The Landlord may pursue all
rights and remedies afforded under the Law of the State of Florida;
b. Take Possession: The Landlord may immediately, or at any time
thereafter, re-enter and resume possession of the Leased Premises and remove all
persons and property therefrom either by summary dispossession proceedings or by
a suitable action or proceeding, or by force or otherwise, without being liable
for any damages therefor.
c. Relet: The Landlord may relet the whole or any part of the Leased
Premises for a period equal to, or greater, or less than the remainder of the
term of this Lease, at such rental and upon such terms and concessions as the
Landlord shall deem reasonable, to any person which it may deem suitable and
satisfactory and for any use and purpose WHICH it may deem appropriate. In no
event shall the Landlord be liable in any respect for failure to relet the
Leased Premises, or in the event of such reletting, for failure to collect the
rent thereunder. Any sums or other consideration received by the Landlord on a
reletting in excess of the Basic Annual Rent and Additional Rent provided for in
this Lease shall belong to the Landlord;
d. Recovery: If the term of this Lease is ended as a result of default
by the Tenant, whether or not the Leased Premises shall be relet, Tenant SHALL
pay to the Landlord upon demand the following amounts:
1. Expenses: All expenses, including reasonable attorney's fees,
incurred by the Landlord in recovering possession of the Leased Premises;
ii. Care of Leased Premises: All reasonable costs for the care of the
Leased Premises while vacant;
iii. Reletting: All expenses incurred by the Landlord in connection
with the reletting or attempted reletting of the Leased Premises or any part
thereof, including broker's commissions, advertising expenses, and the cost of
repairing renovation or remodeling the Leased Premises;
iv. Rent: All Basic Annual Rent and Additional Rent, and other charges
required to be paid by the Tenant under this Lease, less the rent, if any,
collected by the Landlord on reletting the Leased Premises which amount shall be
due and payable by the Tenant to the Landlord on the dates on which Basic Annual
Rent and Additional Rent and other charges would have become due and payable had
the term of this Lease not been ended.
e. Separate suits: Separate actions may be instituted by the Landlord
against the Tenant from time to time for the recovery of damages then accrued,
and the Landlord need not wait until the end of the term of this Lease to file
such action(s). Neither. the institution of suit nor the entering of judgment
therein shall bar the Landlord from bringing a subsequent suit. Forbearance on
the part of the Landlord in the institution of any suit or entry of judgement
SHALL IN no way serve as a defense against nor prejudice a subsequent action by
Landlord. The Tenant hereby waives any RIGHTS it may have to claim a merger of
such subsequent action in any previous suit or in the judgment entered therein.
Claims for Basic Annual Rent and Additional Rent may be regarded by the
Landlord, if it so elects, as separate claims capable of being assigned:
f. Landlord's Option- The Landlord, at its election, which shall be
exercised by the service of a written Notice on the Tenant at any time, may
collect from the Tenant and the Tenant shall pay in lieu of the sums otherwise
becoming due under the Provisions Of This Lease after the service of such
Notice, an amount equalto the total of the . Basic Annual Rent and Additional
Rent due under this Lease to the End Date, using the then current amount of the
Common Expenses, assuming that the.CPI will. increase at the rate of 3% per
year, and discounting to present value at a rate of 6%. The Tenant shall be
obligated to pay the foregoing' amount, together with the other costs and
expenses incurred by the Landlord as a result of the default by the Tenant.
36. ADDITIONAL REMEDY OF LANDLORD: Notwithstanding and other provision of this
Lease, if Tenant shall fail to timely make any payment due under the Provisions
Of This Lease, or if Tenant shall otherwise fail to timely perform under the
Provisions Of This Lease, then without demand, and without ending the term of
this Lease, Landlord may institute an action or actions against the Tenant from
time to time to recover any of the aforesaid sums, or to compel performance,
WHICH prior to the final judgment in any such action, suit or proceeding shall
THEN HAVE become due or payable. Neither the institution OF SUCH actions nor
entering of judgement therein shall end the term of this Lease, nor SHALL it bar
the Landlord from bringing subsequent actions. The Tenant hereby expressly
waives any right to claim a merger of such subsequent actions in any previous
action or in judgments entered therein.
37. Xxxxxxxx's right to injunctive and other relief: In the event of a breach or
threatened breach by Tenant of any of the Provisions Of This Lease, Landlord
shall have the right of injunction and the right to invoke any remedy allowed at
law or in equity as if re-entry, summary proceeding and other remedies were not
herein provided for. Mention in this Lease of any particular remedy shall not
preclude Landlord from any other remedy, in law or in EQUITY. Tenant hereby
expressly waives any and all rights of redemption granted by or under any
present or future laws in the event of Tenant being evicted or dispossessed for
any cause, or in the event of Landlord obtaining possession of Leased Premises,
by reason of default by Tenant under this Lease, or otherwise.
38. Late payment charge: If the Tenant shall fail to timely pay the Basic Annual
Rent or Additional Rent, the Tenant shall owe to the Landlord and shall pay upon
demand the sum of $250 ("late payment charge") or the maximum lawful charge for
each payment which was due and not timely paid. The late payment charge is not a
penalty, but is the agreed upon liquidation sum that represents the cost to the
Landlord as a result of the late payment. The Landlord's demand for, and
acceptance of, the late payment charge shall not constitute a waiver of the
Landlord's other rights and remedies as provided in this Lease.
39. Interest on unpaid amounts: All amounts due under this Lease which are not
timely paid shall bear interest at the maximum lawful rate, or eighteen percent
per annum, whichg9or is less, from the time when the amount became due until the
amount is paid
40. Cure Period:
a. Monetary defaults: There is a-day grace period for the making of any
payment. There is no further right to cure, and there is no additional grace
period, for the failure to timely make payments. Notwithstanding the existence
of the grace period, the Tenant is still obligated to pay the late payment
charge provided for in this Lease,
b. Non-monetary defaults: If Tenant default son any of the Provisions
Of This Lease, except for the obligation to make any payments. of money to the
Landlord, the Tenant shall cure such default within 5 days from the date on
which Landlord gives. Tenant Notice of default, or, if such default cannot be
reasonable cured within such 5 day period, the Tenant shall promptly proceed in
good faith to cure such default and shall continuously and diligently work
toward the cure of the default, and shall complete the cure within a reasonable
time.
41. 1Vliscellaneous:
a. Rules and Regulations: Tenant shall comply with the Rules and
Regulations issued from time to time by the Landlord regarding the Property. The
failure to comply with such Rules and Regulations constitutes a default under
this Lease. A copy of the present Rules and Regulations has been received by the
Tenant. The Landlord has the absolute right to change the.Rules and Regulations
as often as then Landlord deems necessary without Notice to the Tenant and the
Tenant shall abide by the changed Rules and Regulations at an times.
b. AU defaults are material and significant: Tenant is bound to perform
according to the Provisions Of This Lease, and the failure to do so xxxxx.xx
each instance constitute a material breach of this Lease by Tenant.
c. Non-Waiver: The failure of Landlord to insist upon a strict
performance by Xxxxxx of any of Tenant's obligations under the Provisions. Of
This Lease, or the Landlord's failure to exercise and option herein contained,
is not a - waiver or relinquishment for the future of any such option or
obligation. The receipt by Landlord of Basic Annual Rent or Additional Rent,
with the knowledge of Tenant's default, shall not be deemed a waiver of such
default. No waiver by the Landlord of any Provisions Of This Lease shall have
been made unless expressed in writing and signed by the Landlord. '
d. Attorney's Fees:. The prevailing party in any litigation arising out
of or related to this Lease is entitled to the recovery of its reasonable
attorney's fees and costs incurred in such litigation, including but not limited
to any expert witness fees. Litigation shall include trial and any appeals.
Tenant shall pay as Additional Rent any attorney's fees incurred by Landlord as
a result of any default by Tenant., whether or not suit be brought.
e. Severability: The Provisions Of This Lease are severable. If any
part of this Lease is adjudged to be invalid or unenforceable by a court. of
competent jurisdiction or by operation of any applicable law, it shall not
affect the validity of any other part of this Lease, and the remainder of this
Lease shall remain in full force and effect.
f. Entire Agreement: The entire agreement of the parties with respect
to the subject matter hereof is set forth in this Lease. Neither party is
relying upon any oral agreements, warranties or representations not set forth
specifically in this Lease. This Lease may be cancelled or amended only be
agreement in writing signed by all parties which signed this Lease.
g. Captions: The captions contained in this Lease are included for
convenience only and shall not limit or affect the construction or
interpretation of this Lease.
h. Recording: The Landlord has the right to record a short form of this
Lease and the Tenant agrees to execute a short form setting forth such
provisions hereof as the Landlord deems necessary within 5 days of request
therefor by Landlord. The Tenant shall not under any circumstances record any
portion of this Lease.
i. Brokers: Tenant represents and warrants to the Landlord that no
broker or agent negotiated or was trumental in negotiation or consummation of
this Lease Tenant agrees to indemnify Landlord against any other loss
expense, cost or liability incurred by as a result of a claim by any other
broker or finder claiming through Tenant, and this indemnification shall survive
the end of the term of this Lease.
j. Corporate Authority: The persons signing this Lease each hereby
represent and warrant that (i) the execution, delivery are performance of
Provisions Of This Lease have been duly and effectively authorized by the
officers, directors and shareholders of the Tenant, if Tenant is a corporation
and (ii) the Provisions Of This Lease are binding between Landlord and Tenant
upon the execution of this Lease.
k. Estoppel Certificate: Within ten days after request therefor by
Landlord, Tenant shall deliver, in recordable form, a certificate to any
proposed mortgagee or purchaser, or to Landlord, together with a true and
correct copy of this Lease, certifying such facts as shall be reasonably
requested. Tenant's failure to timely deliver the above described certificate
shall constitute Tenant's agreement that all matters set forth in such
certificate are true as stated therein.
l. Accord and Satisfaction: No receipt and retention by Landlord of any
payment tendered by Tenant in connection with this Lease will give rise to or
support or constitute on accord and satisfaction, notwithstanding any
accompanying statement, instruction or other assertion to the contrary (whether
by notation on a check or in a transmittal letter or otherwise), unless Landlord
expressly agrees to an accord and satisfaction in a separate writing duly
executed by the Landlord.
m. Successors: This Lease is binding on Landlord and Tenant and upon
their respective permitted successors or assigns.
n. Law: This Lease shall be construed and enforced only in accordance
with the laws of the State of Florida. Venue for any litigation hereunder shall
be in the county in which Property is located
o. Radon Gas Notification: In accordance with the requirements of
Florida Statutes, the following notice is hereby given: RADON GA3: Radon is a
naturally occurring radioactive gas that, when it has accumulated in a building
in sufficient quantities, may present health risks to persons who are exposed to
it over time. Levels of radon that exceed federal and state guidelines have been
found in buildings in Florida. Additional information regarding radon and radon
testing nuy be obtained from your county public health unit.
By:
Landlord: Tenant:
