Exhibit 10.3
CB COMMERCIAL REAL ESTATE GROUP, INC.
BROKERAGE AND MANAGEMENT
LICENSED REAL ESTATE BROKER
I. PARTIES.
This Sublease, dated July 22, 1996, is made between Bunzl
South Florida, Inc., a Florida Corporation ("Sublessor"), and
ClearShield Manufacturing Corporation, a Florida Corporation
("Sublessee").
2. MASTER LEASE.
Sublessor is the lessee under a written lease dated 15th day
of October, 1982, wherein Florida East Coast Railway Company, a
Florida Corporation ("Lessor") leased to Sublessor the real
property located in the City of Riviera Beach, County of Palm
Beach, State of Florida, described as The northern one-half of
the building (Bays 1, 2, 3, and 4) located at 0000 Xxxxxxxxxx
Xxxxxx, Xxxxxxx Xxxxx, XX 00000, having dimensions of 240 feet by
225 feet and as more particularly shown on Exhibit "A" attached
hereto and by this reference made a part of ("Master Premises")
Said lease and amendments are herein collectively referred to as
the "Master Lease" and are attached hereto as Exhibit "A".
3. PREMISES.
Sublessor hereby subleases to Sublessee on the terms and
conditions set forth in this Sublease the following portion of
the Master Premises ("Premises"): (Bays 3 and 4) having
dimensions of 120 feet by 225 feet excluding the fenced in
storage yard located at 0000 Xxxxxxxxxx Xxxxxx, Xxxxxxx Xxxxx, XX
00000, as more particularly shown on Exhibit "B" attached hereto
and by this reference made a part hereof.
4. WARRANTY BY SUBLESSOR.
Sublessor warrants and represents to Sublessee that the
Master Lease has not been amended or modified except as expressly
set forth herein, that Sublessor is not now, and as of the
commencement of the Term hereof will not be, in default or breach
of any of the provisions of the Master Lease, and that Sublessor
has no knowledge of any claim by Lessor that Sublessor is in
default or breach of any of the provisions of the Master Lease.
5. TERM.
The Term of this Sublease shall commence on July 22, 1996
("Commencement Date"), or when Lessor consents to this Sublease
(if such consent is required under the Master Lease), whichever
shall last occur, and end on May 14, 0X00 ("Xxxxxxxxxxx Date"),
unless otherwise sooner terminated in accordance with the
provisions of this Sublease. In the event the Term commences on
a date other than the Commencement Date, Sublessor and Sublessee
shall execute a memorandum setting forth the actual date of
commencement of the Term. Possession of the Premises
("Possession") shall be delivered to Sublessee on the
commencement of the Term. If for any reason Sublessor does not
deliver Possession to Sublessee on the commencement of the Term,
Sublessor shall not be subject to any liability for such failure,
the Termination Date shall not be extended by the delay, and the
validity of this Sublease shall not be impaired, but rent shall
xxxxx until delivery of Possession. Notwithstanding the
foregoing, if Sublessor has not delivered Possession to Sublessee
within thirty (30) days after the Commencement Date, then at any
time thereafter and before delivery of Possession, Sublessee may
give written notice to Sublessor of Sublessee's intention to
cancel this Sublease. Said notice shall set forth an effective
date for such cancellation which shall be at least ten (10) days
after delivery of said notice to Sublessor. If Sublessor
delivers Possession to Sublessee on or before such effective
date, this Sublease shall remain in full force and effect. If
Sublessor fails to deliver Possession to Sublessee on or before
such effective date, this Sublease shall be cancelled, in which
case all consideration previously paid by Sublessee to Sublessor
on account of this Sublease shall be returned to Sublessee, this
Sublease shall thereafter be of no further force or effect, and
Sublessor shall have no further liability to Sublessee on account
of such delay or cancellation. If Sublessor permits Sublessee to
take Possession prior to the commencement of the Term, such early
Possession shall not advance the Termination Date and shall be
subject to the provisions of this Sublease, including without
limitation the payment of rent.
6. RENT.
6.1 Minimum Rent. Sublessee shall pay to Sublessor as minimum
rent, without deduction, setoff, notice, or demand, at Bunzl
South Florida, Inc., 0000 Xxxx Xxxx Xxxx., Xxxxxxx, XX 00000 or
at such other place as Sublessor shall designate from time to
time by notice to Sublessee, the sum of Eight Thousand Nine
Hundred Forty-Three and 75/100 Dollars ($ 8,943.75) per month, in
advance on the first day of each month of the Term. Sublessee
shall pay to Sublessor upon execution of this Sublease the sum of
Eight Thousand Nine Hundred Forty-Three and 75/100 Dollars ($
8,943.75) as rent for November 1996. If the Term begins or ends
on a day other than the first or last day of a month, the rent
for the partial months shall be prorated on a per diem basis.
Additional provisions: Exhibit "C" attached hereto and by this
reference made a part hereof shall be the rent schedule.
6.2 Operating Costs. (lined out of Sublease)
7. SECURITY DEPOSIT.
Sublessee shall deposit with Sublessor upon execution of this
Sublease the sum of Ten Thousand Dollars and no cents. Dollars
($10,000.00) as security for Sublessee's faithful performance of
Sublessee's obligations hereunder ("Security Deposit"). If
Sublessee fails to pay rent or other charges when due under this
Sublease, or fails to perform any of its other obligations
hereunder, Sublessor may use or apply all or any portion of the
Security Deposit for the payment of any rent or other amount then
due hereunder and unpaid, for the payment of any other sum for
which Sublessor may become obligated by reason of Sublessee's
default or breach, or for any loss or damage sustained by
Sublessor as a result of Sublessee's default or breach. If
Sublessor so uses any portion of the Security Deposit, Sublessee
shall, within ten (10) days after written demand by Sublessor,
restore the Security Deposit to the full amount originally
deposited, and Sublessee's failure to do so shall constitute a
default under this Sublease. Sublessor shall not be required to
keep the Security Deposit separate from its general accounts, and
shall have no obligation or liability for payment of interest on
the Security Deposit. In the event Sublessor assigns its
interest in this Sublease, Sublessor shall deliver to its
assignee so much of the Security Deposit as is then held by
Sublessor. Within ten (10) days after the Term has expired, or
Sublessee has vacated the Premises, or any final adjustment
pursuant to Subsection 6.2 hereof has been made, whichever shall
last occur, and provided Sublessee is not then in default of any
of its obligations hereunder, the Security Deposit, or so much
thereof as had not theretofore been applied by Sublessor, shall
be returned to Sublessee or to the last assignee, if any, of
Sublessee's interest hereunder.
8. USE OF PREMISES.
The Premises shall be used and occupied only for a purpose
permitted by and any/or all applicable zoning and land use
regulations and/or ordinances, provided that no such use shall
principally involve the handling or storage of hazardous
substances or hazardous materials, and for no other purpose.
9. ASSIGNMENT AND SUBLETTING.
Sublessee shall not assign this Sublease or further sublet
all or any part of the Premises without the prior written consent
of Sublessor (and the consent of Lessor, if such is required
under the terms of the Master Lease), such consent not to be
unreasonably withheld.
10. OTHER PROVISIONS OF SUBLEASE.
All applicable terms and conditions of the Master Lease are
incorporated into and made a part of this Sublease as if
Sublessor were the lessor thereunder, Sublessee the lessee
thereunder, and the Premises the Master Premises, except for the
following: Sublessee shall not be required to pay real property
taxes or real property insurance or assessments during the term.
Sublessee assumes and agrees to perform the lessee's obligations
under the Master Lease during the Term to the extent that such
obligations are applicable to the Premises, except that the
obligation to pay rent to Lessor under the Master Lease shall be
considered performed by Sublessee to the extent and in the amount
rent is paid to Sublessor in accordance with Section 6 of this
Sublease. Sublessee shall not commit or suffer any act or
omission that will violate any of the provisions of the Master
Lease *Time is of the essence regarding Sublessor in attempting
to cause Lessor to perform its obligations under the Master Lease
for the benefit of Sublessee. If the Master Lease terminates,
this Sublease shall terminate and the parties shall be relieved
of any further liability or obligation under this Sublease,
provided however, that if the Master Lease terminates as a result
of a default or breach by Sublessor or Sublessee under this
Sublease and/or the Master Lease, then the defaulting party shall
be liable to the nondefaulting party for the damage suffered as a
result of such termination. Notwithstanding the foregoing, if
the Master Lease gives Sublessor any right to terminate the
Master Lease in the event of the partial or total damage,
destruction, or condemnation of the Master Premises or the
building or project of which the Master Premises are a part, the
exercise of such right by Sublessor shall not constitute a
default or breach hereunder.
11. ATTORNEYS' FEES.
If Sublessor, Sublessee, or Broker shall commence an action
against the other arising out of or in connection with this
Sublease, the prevailing party shall be entitled to recover its
costs of suit and reasonable attorney's fees.
12. AGENCY DISCLOSURE:
Sublessor and Sublessee each warrant that they have dealt
with no other real estate broker in connection with this
transaction except: Catalfumo Management and Investment, Inc.,
who represents Sublessor and CB Commercial Real Estate Group,
Inc., who represents Sublessee. In the event that CB COMMERCIAL
REAL ESTATE GROUP, INC. represents both Sublessor and Sublessee,
Sublessor and Sublessee hereby confirm that they were timely
advised of the dual representation and that they consent to the
same, and that they do not expect said broker to disclose to
either of them the confidential information of the other party.
13. COMMISSION.
Upon execution of this Sublease, and consent thereto by
Lessor (if such consent is required under the terms of the Master
Lease), Sublessor shall pay Broker a real estate brokerage
commission in accordance with Sublessor's contract with Broker
for the subleasing of the Premises, if any, and otherwise in the
amount of -Per a separate agreement- Dollars ($ N/A), for
services rendered in effecting this Sublease. Broker is hereby
made a third party beneficiary of this Sublease for the purpose
of enforcing its right to said commission.
14. NOTICES.
All notices and demands which may or are to be required or
permitted to be given by either party on the other hereunder
shall be in writing. All notices and demands by the Sublessor to
Sublessee shall be sent by United States Mail, postage prepaid,
addressed to the Sublessee at the Premises, and to the address
hereinbelow, or to such other place as Sublessee may from time to
time designate in a notice to the Sublessor. All notices and
demands by the Sublessee to Sublessor shall be sent by United
States Mail, postage prepaid, addressed to the Sublessor at the
address set forth herein, and to such other person or place as
the Sublessor may from time to time designate in a notice to the
Sublessee.
To Sublessor: Xx. Xxx Xxxx, Vice-President, Bunzl South Florida,
Inc., 0000 Xxxx Xxxx Xxxx., Xxxxxxx, XX 00000
To Sublessee: Mr. Xxx Xxxxxxxx, President, ClearShield
Manufacturing Inc., 0000 Xxxxxxxxxx Xxxxxx,
Xxxxxxx Xxxxx, XX 00000
15. CONSENT BY LESSOR.
THIS SUBLEASE SHALL BE OF NO FORCE OR EFFECT UNLESS CONSENTED
TO BY LESSOR WITHIN 10 DAYS AFTER EXECUTION HEREOF, IF SUCH
CONSENT IS REQUIRED UNDER THE TERMS OF THE MASTER LEASE.
16. COMPLIANCE.
The parties hereto agree to comply with all applicable
federal, state and local laws, regulations, codes, ordinances and
administrative orders having jurisdiction over the parties,
property or the subject matter of this Agreement, including, but
not limited to, the 1964 Civil Rights Act and all amendments
thereto, the Foreign Investment In Real Property Tax Act, the
Comprehensive Environmental Response Compensation and Liability
Act, and The Americans With Disabilities Act.
Sublessor: Sublessee:
Bunzl South Florida, Inc., ClearShield Manufacturing Inc.,
a Florida Corporation a Florida Corporation
/s/ Xxx Xxxx /s/ Xxx Xxxxxxxx
Vice President President
7/25/96 7/19/96
LESSOR'S CONSENT TO SUBLEASE
The undersigned ("Lessor"), lessor under the Master Lease, hereby
consents to the foregoing Sublease without waiver of any
restriction in the Master Lease concerning further assignment or
subletting. Lessor certifies that, as of the date of Lessor's
execution hereof, Sublessor is not in default or breach of any of
the provisions of the Master Lease, and that the Master Lease has
not been amended or modified except as expressly set forth in the
foregoing Sublease.
Lessor: Gran Central Corporation, successor in interest to the
rights and obligations of Florida East Coast Railway
Company, a Florida Corporation
Notice: Gran Central Corporation
P. 0. Xxx 0000
Xx. Xxxxxxxxx, XX 00000
By: /s/ W. E. Durham
Title: Vice President
Date: 7/25/96
GUARANTY OF LEASE
CB COMMERCIAL REAL ESTATE GROUP, INC.
BROKERAGE AND MANAGEMENT
LICENSED REAL ESTATE BROKER
This Guaranty of Lease (the "Guaranty") is attached to and made
part of that certain real Estate Lease dated June , 1996
between Bunzl South Florida, Inc., a Florida Corporation, as
Landlord, and ClearShield Manufacturing, Inc., a Florida
Corporation, as Tenant, covering the Property commonly known as
0000 Xxxxxxxxxx Xxxxxx, Xxxx 0-0, Xxxxxxx Xxxxx, XX. The terms
used in this Guaranty shall have the same definitions as set
forth in the Lease. In order to induce Landlord to enter into
the Lease with Tenant, Xxxxxxxxx/Leibstone Associates, Inc., a
New York Corporation and ClearShield of Palm Beach County, Inc.,
a Florida Corporation ("Guarantors"), have agreed to execute and
deliver this Guaranty to Landlord. Each Guarantor acknowledges
that Landlord would not enter into the Lease if each Guarantor
did not execute and deliver this Guaranty to Landlord.
1. Guaranty. In consideration of the execution of the Lease by
Landlord and as a material inducement to Landlord to execute the
Lease, each Guarantor hereby irrevocably, unconditionally,
jointly and severally guarantees the full, timely and complete
(a) payment of all rent and other sums payable by Tenant to
Landlord under the Lease, and any amendments or modifications
thereto by agreement or course of conduct, and (b) performance of
all covenants, representations and warranties made by Tenant and
all obligations to be performed by Tenant pursuant to the Lease,
and any amendments or modifications thereto by agreement or
course of conduct. The payment of those amounts and performance
of those obligations shall be conducted in accordance with all
terms, covenants and conditions set forth in the Lease, without
deduction, offset or excuse of any nature and without regard to
the enforceability or validity of the Lease, or any part thereof,
or any disability of Tenant.
2. Landlord's Rights. Landlord may perform any of the following
acts at any time during the Lease Term, without notice to or
assent of any Guarantor and without in anyway releasing,
affecting or impairing any of Guarantor's obligations or
liabilities under this Guaranty: (a) alter, modify or amend the
Lease by agreement or course of conduct, (b) grant extensions or
renewals of the Lease, (c) assign or otherwise transfer its
interest in the Lease, the Property, or this Guaranty, (d)
consent to any transfer or assignment of Tenant's or any future
tenant's interest under the Lease, (e) release one or more
Guarantor, or amend or modify this Guaranty with respect to any
Guarantor, without releasing or discharging any other Guarantor
from any of such Guarantor's obligations or liabilities under
this Guaranty, (f) take and hold security for the payment of this
Guaranty and exchange, enforce, waive and release any such
security, (g) apply such security and direct the order or manner
of sale thereof as Landlord, in its sole discretion, deems
appropriate, and (h) foreclose upon any such security by judicial
or nonjudicial sale, without affecting or impairing in any way
the liability of Guarantor under this Guaranty, except to the
extent the indebtedness has been paid.
3. Tenant's Default. This Guaranty is a guaranty of payment and
performance, and not of collection. Upon any breach or default
by Tenant under the Lease, Landlord may proceed immediately
against Tenant and/or any Guarantor to enforce any of Landlord's
rights or remedies against Tenant or any Guarantor pursuant to
this Guaranty, the Lease, or at law or in equity without notice
to or demand upon either Tenant or any Guarantor. This Guaranty
shall not be released, modified or affected by any failure or
delay by Landlord to enforce any of its rights or remedies under
the Lease or this Guaranty, or at law or in equity.
4. Guarantor's Waivers. Each Guarantor hereby waives (a)
presentment, demand for payment and protest of non-performance
under the Lease, (b) notice of any kind including, without
limitation, notice of acceptance of this Guaranty, protest,
presentment, demand for payment, default, nonpayment, or the
creation or incurring of new or additional obligations of Tenant
to Landlord, (c) any right to require Landlord to enforce its
rights or remedies against Tenant under the Lease, or otherwise,
or against any other Guarantor, (d) any right to require Landlord
to proceed against any security held from Tenant or any other
party, (a) any right of subrogation and (f) any defense arising
out of the absence, impairment or loss of any right of
reimbursement or subrogation or other right or remedy of
Guarantors against Landlord or any such security, whether
resulting from an election by Landlord, or otherwise. Any part
payment by Tenant or other circumstance which operates to toll
any statute of limitations as to Tenant shall operate to toll the
statute of limitations as to Guarantor.
5. Separate and Distinct Obligations. Each Guarantor
acknowledges and agrees that such Guarantor's obligations to
Landlord under this Guaranty are separate and distinct from
Tenant's obligations to Landlord under the Lease. The occurrence
of any of the following events shall not have any effect
whatsoever on any Guarantor's obligations to Landlord hereunder,
each of which obligations shall continue in full force or effect
as though such event had not occurred: (a) the commencement by
Tenant of a voluntary case under the federal bankruptcy laws, as
now constituted or hereafter amended or replaced, or any other
applicable federal or state bankruptcy, insolvency or other
similar law (collectively, the "Bankruptcy Laws"), (b) the
consent by tenant to the appointment of or taking possession by a
receiver, liquidator, assignee, trustee, custodian, sequestrator
or similar official of Tenant or for any substantial part of its
property, (c) any assignment by Tenant for the benefit of
creditors, (d) the failure of Tenant generally to pay its debts
as such debts become due, (a) the taking of corporate action by
Tenant in the furtherance of any of the foregoing; or (f) the
entry of a decree or order for relief by a court having
jurisdiction in respect of Tenant in any involuntary case under
the Bankruptcy Laws, or appointing a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official)
of Tenant or for any substantial part of its property, or
ordering the winding-up or liquidation of any of its affairs and
the continuance of any such decree or order unstayed and in
effect for a period of sixty (60) consecutive days. The
liability of Guarantors under this Guaranty is not and shall not
be affected or impaired by any payment made to Landlord under or
related to the Lease for which Landlord is required to reimburse
Tenant pursuant to any court order or in settlement of any
dispute, controversy or litigation in any bankruptcy,
reorganization, arrangement, moratorium or other federal or state
debtor relief proceeding. If, during any such proceeding, the
Lease is assumed by Tenant or any trustee, or thereafter assigned
by Tenant or any trustee to a third party, this Guaranty shall
remain in full force and effect with respect to the full
performance of Tenant, any such trustee or any such third party's
obligations under the Lease If the Lease is terminated or
rejected during any such proceeding, or if any of the events
described in Subparagraphs (a) through (f) of this Paragraph 5
occur, as between Landlord and each Guarantor, Landlord shall
have the right to accelerate all of Tenant's obligations under
the Lease and each Guarantor's obligations under this Guaranty.
In such event, all such obligations shall become immediately due
and payable by Guarantors to Landlord. Guarantors waive any
defense arising by reason of any disability or other defense of
Tenant or by reason of the cessation from any cause whatsoever of
the liability of Tenant.
6. Subordination.
All existing and future advances by Guarantor to Tenant, and
all existing and future debts of Tenant to any Guarantor, shall
be subordinated to all obligations owed to Landlord under the
Lease and this Guaranty.
7. Successors and Assigns.
This Guaranty binds each Guarantor's personal representa-
tives, successors and assigns.
8. Encumbrances.
If Landlord's interest in the Property or the Lease, or the
rents, issues or profits therefrom, are subject to any deed of
trust, mortgage or assignment for security, any Guarantor's
acquisition of Landlord's interest in the Property or Lease shall
not affect any of Guarantor's obligations under this Guaranty.
In such event, this Guaranty shall nevertheless continue in full
force and effect for the benefit of any mortgagee, beneficiary,
trustee or assignee or any purchaser at any sale by judicial
foreclosure or under any private power of sale, and their
successors and assigns. Any married Guarantor expressly agrees
that Landlord has recourse against any Guarantor's separate
property for all of such Guarantor's obligations hereunder.
9. Guarantor's Duty.
Guarantors assume the responsibility to remain informed of
the financial condition of Tenant and of all other circumstances
bearing upon the risk of Tenant's default, which reasonable
inquiry would reveal, and agree that Landlord shall have no duty
to advise Guarantors of information known to it regarding such
condition or any such circumstance.
10. Landlord's Reliance.
Landlord shall not be required to inquire into the powers of
Tenant or the officers, employees, partners or agents acting or
purporting to act on its behalf, and any indebtedness made or
created in reliance upon the professed exercise of such powers
shall be guaranteed under this Guaranty.
11. Incorporation of Certain Lease Provisions.
Each Guarantor hereby represents and warrants to Landlord
that such Guarantor has received a copy of the Lease, has read or
had the opportunity to read the Lease, and understands the terms
of the Lease. The provisions in the Lease relating to the
execution of additional documents, legal proceedings by Landlord
against tenant, severability of the provisions of the Lease,
interpretation of the Lease, notices, waivers, the applicable
laws which govern the interpretation of the Lease and the
authority of the Tenant to execute the Lease are incorporated
herein in their entirety by this reference and made a part
hereof. Any reference in those provisions to "Tenant" shall mean
each Guarantor and any reference in those provisions to the
"Lease" shall mean this Guaranty, except that (a) any notice
which any Guarantor desires or is required to provide to Landlord
shall be effective only if signed by all Guarantors and (b) any
notice which Landlord desires or is required to provide to any
Guarantor shall be sent to such Guarantor at such Guarantor's
address indicated below, or if no address is indicated below, at
the address for notices to be sent to Tenant under the Lease.
Signed on July 19, 1996 Xxxxxxxxx/Leibstone Associates, Inc.,
a New York Corporation
Address: By:/s/ Xxxxxxx X. Xxxxxxxx
0000 Xxxxxxxxx Xxx, #000 Xxxxxxx Xxxxxxxx
Xxxxxxx Xxxxx, XX 00000 Its President
Signed on July 19, 1996 ClearShield of Palm Beach County,
Inc., a Florida Corporation
Address: By:/s/ Xxxxxxx X. Xxxxxxxx
0000 Xxxxxxxxx Xxx, #000 Xxxxxxx X. Xxxxxxxx
Xxxxxxx Xxxxx, XX 00000 Its President
CONSULT YOUR ATTORNEY - This document has been prepared for
approval by your attorney. No representation or recommendation
is made by CB Commercial Real Estate Group, Inc. or the Southern
California Chapter of the Society of Industrial Realtors," Inc.,
or the agents or employees of either of them as to the legal
sufficiency, legal effect, or tax consequences of this document
or the transaction to which it relates. These are questions for
your attorney.
*12. The term Landlord shall also mean Sublandlord or Sublessor.
The term tenant shall also mean subtenant or sublessee.
ADDENDUM TO SUBLEASE
BETWEEN
BUNZL SOUTH FLORIDA, INC.,
a Florida Corporation as "Sublessor"
and
CLEARSHIELD MANUFACTURING, INC.,
a Florida Corporation as "Sublessee"
This Addendum to Sublease, dated this 22nd day of July 1996,
by and between BUNZL SOUTH FLORIDA, INC., a Florida Corporation,
as Sublessor, and CLEARSHIELD MANUFACTURING, INC., a Florida
Corporation as Sublessee, modified and supplements that certain
Sublease dated the date hereof between Sublessor and Sublessee.
Terms defined in the Sublease and used herein shall have the same
meaning as used in the Sublease. The provisions of this Addendum
supersede any inconsistent provisions in the Lease to the extent
of the inconsistency.
1. Sublessee has inspected the Premises to its satisfaction and
agrees to accept the Premises in "as is" condition, without any
representation as to the condition of the Premises having been
made by Sublessor or its agent and without any obligation on the
part of Sublessor to perform any alterations or improvements,
except to ensure current HVAC, plumbing and electric systems are
in working order. All work is to be completed prior to August
15, 1996.
2. Sublessee and/or its licensed vendors shall be solely
responsible for the cost, permitting and performance of any and
all alterations, renovations, repairs and maintenance
attributable to Sublessee's use and occupancy of the Premises.
All renovations shall require Sublessor's and Master Lessor's
written approval prior to commencement.
3. Sublessor and Sublessee agree that the rent due under the
Sublease shall constitute Sublessee's total obligation to
Sublessor in respect of rent, (other than sales taxes, which
Sublessee shall pay). Sublessee shall pay direct to the
appropriate provider the cost of any utility or service being
supplied to the premises.
4. Provided that Sublessee does not default in the performance
of its obligations under the Sublease, Sublessor shall not be
entitled to any additional Security Deposit. In the event
Sublessor shall, as a result of any such default, retain or apply
all or any portion of the Security Deposit toward the cure of
such default, Sublessee shall thereupon be obligated to restore
the amount of the Security Deposit so retained or applied.
5. Sublessor hereby consents to the removal by Sublessee, from
time-to-time and at any time, of Sublessee's equipment, personal
property, inventory and other goods from the Premises, Sublessor
hereby waiving any right under the Sublease, Master Lease, or
pursuant to the laws of the State of Florida, to assert a
landlord's lien in respect of such property upon a default of
Sublessee. In addition and notwithstanding the foregoing, upon a
termination of this Sublease or upon a termination of Sublessee's
right to possession of the Premises in accordance with the
provisions of this Sublease, Sublessor shall be entitled to store
(and, if necessary, relocate for storage) Sublessee's property at
the expense of Sublessee if Sublessee shall fail to remove such
property from the Premises, and in the further event that
Sublessee shall fail to remove its property from the Premises or
from the place of storage within ninety (90) days next following
Sublessor's demand, Sublessor shall be entitled to dispose of
such property as though it had been abandoned by Sublessee.
6. Sublessee shall obtain and keep in force all insurance
required to be obtained and kept in force by Sublessor under the
Master Lease and shall deliver to Sublessor certificates of
insurance providing evidence of such coverage, naming Sublessor
as an additional insured as its interest may appear, and stating
that such insurance shall not be modified or cancelled except in
thirty (30) days' prior written notice to Sublessor.
7. Sublessor agrees to the erection of Sublessee's signage paid
for by Sublessee.
8. Sublessee shall indemnify, defend and hold harmless Sublessor
from and against all losses, costs, damages, expenses and
liabilities; including, without limitation, attorney's's fees and
expenses, which Sublessor may incur or pay out by reason of (a)
any accidents, damages or injuries to persons or property
occurring in, on or about the Premises, (b) any breach or default
hereunder on Sublessee's part, (c) any work done in or to the
Premises (except for any work done in the Master Premises by
Lessor or Sublessor) or (d) any act, omission or negligence on
the part of Sublessee and/or its officers, employees, agents,
customers or invitees, or any person claiming through or under
Sublessee.
9. Sublessee hereby releases the Sublessor under the Master
Lease or anyone claiming through or under the Sublessor under the
Master Lease by way of subrogation or otherwise to the extent
that Sublessor is released under the Master Lease of liability or
responsibility pursuant to the provisions of the Master Lease,
and Sublessee will cause its insurance carriers to include any
clauses or endorsements in favor of the sublessor under the
Master Lease, which Sublessor is required to provide pursuant to
the provision of the Master Lease.
10. In any instance when Sublessor's consent or approval is
required under this Sublease, Sublessor's refusal to consent to
or approve any matter shall be deemed reasonable if such consent
or approval has not been obtained from Gran Central Corporation
under the Master Lease between Gran Central Corporation and Palm
Beach Paper Company. If Sublessee shall seek the approval by
or consent of Sublessor and Sublessor shall fail or refuse to
give such consent of approval, Sublessee shall not be entitled to
any damages for any withholding or delay of such approval or
consent by Sublessor, it being intended that Sublessee's sole
remedy shall be an action for injunction or specific performance
and that said remedy of an action for injunction or specified
performance shall be available only in those cases where
Sublessor shall have expressly agreed in writing not to
unreasonably withhold or delay its consent.
11. If for any reason the term of the Master Lease shall
terminate prior to the expiration date of this Sublease, this
Sublease shall thereupon be terminated and Sublessor shall not be
liable to Sublessee by reason thereof, unless both (a) Sublessee
shall not then be in default hereunder and (b) said termination
shall have been effected because of the breach of default of
Sublessor under the Master Lease, not the result of an act or
omission of Sublessee.
12. Sublessee shall not, by operation of law or otherwise,
assign, sell, mortgage, pledge or sublet the Premises or any part
or parts thereof, or grant any concession or license or otherwise
permit occupancy of all or any part of the Premises by any
person, without the consent of Sublessor such consent not to be
unreasonably withheld.
13. Sublessor shall not agree to or enter into any modification
of its Master Lease with Gran Central Corporation, which shall
have an adverse effect on Sublessee's rights under this sublease
document.
14. The months of July, August and September,and October 1996
shall be rent free upon full execution of this Sublease.
15. Sublessee shall also be responsible for the payment of any
late charges imposed on Sublessor by Gran Central Corporation
"GCC" as a result of Sublessee's delinquency and/or failure in
the payment of rent.
16. The following shall be deemed to be events of default by
Sublessee under this Sublease: (1) Sublessee shall fail to pay
when due any installment of rent or any other payment required
pursuant to this Sublease; and provided Sublessor has notified
Sublessee in writing of such default and Sublessee has failed to
cure such default within three (3) days after receipt of written
notification; (2) Sublessee shall fail to comply with any term,
provision or covenant of this Sublease other than the payment of
rent, excluding a default that may cause damage or injury to
property or persons and the failure is not cured within ten (10)
days, or a reasonable time after written notice to Sublessee; (3)
Sublessee shall be adjudged bankrupt or insolvent under any
applicable federal or state bankruptcy or insolvency law or admit
that it cannot meet its financial obligations as they become due;
(4) a receiver or trustee shall be appointed for all or
substantially all of the assets of Sublessee; (5) Sublessee shall
make a transfer in fraud of creditors or shall make an assignment
for the benefit of creditors; or (6) Sublessee shall do or permit
to be done any act which results in a lien being filed against
the Leased Premises or the Building and/or project of which the
Leased Premises are a part; (7) the vacating or abandonment of
the Premises by Sublessee.
17. Upon the occurrence of any event of default set forth in this
Sublease, Sublessor shall have the option to pursue any one or
more of the remedies as set forth herein without any notice or
demand: (1) Sublessor may enter upon and take possession of the
Leased Premises, by picking or changing locks if necessary, and
lock out,' expel or remove Sublessee and any other person who may
be occupying all or any part of the Leased Premises without being
liable for any claim for damages and relet the Leased Premises on
behalf of Sublessee and receive the rent directly by reason of
the reletting. Sublessee agrees to pay Sublessor on demand any
deficiency that may arise by reason of reletting of the Leased
Premises; further, Sublessee agrees to reimburse Sublessor for
any expenditures made by it in order to relet the Leased
Premises, including, but not limited to, remodeling and repair
costs; (2) Sublessor may enter upon the Leased Premises, by
picking or changing locks if necessary, without being liable for
any, claims for damages, and do whatever Sublessee is obligated
to do under the term of this Sublease. Sublessee agrees to
reimburse Sublessor on demand for any expenses which Sublessor
may incur in effecting compliance with Sublessee's obligations
under this Sublease; further, Sublessee agrees that Sublessor
shall not be liable for any damages resulting to Sublessee from
effecting compliance with Sublessee's obligations trader this
Sublease caused by the negligence of Sublessor or otherwise. (3)
Sublessor may terminate this Sublease, in which event Sublessee
shall immediately surrender the Leased Premises to Sublessor, and
if Sublessee fails to surrender the Leased Premises, Sublessor
may, without prejudice to any other remedy which it may have for
possession or arrearages in rent, enter upon and take possession
of the Leased Premises, by picking or changing locks, if
necessary, and lock out, expel or remove Sublessee and any other
person who may be occupying all or any part of the Leased
Premises without being liable for any claim for damages.
Sublessee agrees to pay on demand the amount of loss and damage
which Sublessor may suffer by reason of the termination of this
Sublease under this section, whether through inability to relet
the Leased Premises on satisfactory terms or otherwise.
Notwithstanding any of the remedies set forth in this Sublease,
in the event Sublessor has made rent concessions of any type or
character, or waived any base rent, and Sublessee fails to take
possession of the Leased Premises on the commencement date or
otherwise defaults at any time during the term of this Sublease,
the rent concessions, including any waived base rent, shall be
cancelled and the amount of the base rent or other rent
concessions shall be due and payable immediately as if no rent
concessions or waiver of any base rent had ever been granted. A
rent concessions or waiver of the base rent shall not relieve
Sublessee of any obligation to pay any other charge due and
payable under this Sublease. (4) Maintain Sublessee's right to
possession in which case this Sublease shall continue in effect
whether or not Sublessee shall have abandoned the Premises. In
such event, Sublessor shall be entitled to enforce all of
Sublessor's rights and remedies under this Sublease, including
the right to recover the rent as it becomes due hereunder.
18. Sublessor or its agents or contractor shall have the right to
enter Premises with reasonable notice for the purpose of
fulfilling its lease obligations to Gran Central Corporation
"GCC" under its lease and for the purposes of doing repairs,
maintenance and general service or to inspect, alter or separate
electrical, water, sewer or security services on the Premises to
service Sublessor's property as defined in the Master Lease.
19. This sublease document shall be null and void if not executed
by Sublessor and returned and delivered to Sublessee by July 25,
1996.
20. Sublease Agreement, Addendum and Exhibits are contingent upon
Sublessee applying for, within one week of occupancy, and
sometime thereafter receiving from the City of Riviera Beach
an occupational license for the Premises. A copy of said license
shall be delivered to Sublessor within one week upon receipt from
the City of Riviera Beach.
21. Notwithstanding anything to the contrary in paragraph 9 of
the Sublease or paragraph 12 of this Addendum, Sublessee shall
have the right to sublease to any subsidiary of Sublessee without
Sublessor's consent. Such subleasing shall not diminish or alter
Sublessee's obligations under this Agreement.
IN WITNESS WHEREOF, Sublessor and Sublessee have entered
into this Addendum to Sublease as of the day and year first above
written.
CLEARSHIELD MANUFACTURING, INC.,
a Florida Corporation
By: /s/ Xxxxxxx X. Xxxxxxxx
President 7/19/96
BUNZL SOUTH FLORIDA, INC.,
a Florida Corporation
By: Xxxxxx Xxxx
Vice President
EXHIBIT A
Drawing of building showing full facility
EXHIBIT B
Drawing of entire building with highlighting of subleased space.
EXHIBIT "C"
RENT SCHEDULE
SQ.FT. GROSS MONTHLY MONTHLY GROSS PAYMENT
TERM OCCUPIED RATE PSF GROSS RENT SALES TAX* FOR TERM
Occ. - 9/30/96** 27,000 $0.00 $ 0.00 $ 0.00 $ 0.00
11/1/96-6/30/97 27,000 $3.75 $8,437.50 $506.25 $ 72,056.25
7/l/97 -6/30/98 27,000 $3.95 $8,887.50 $533.25 $113,049.00
7/l/98 -6/30/99 27,000 $4.03 $9,067.50 $544.05 $115,338.60
7/l/99 -6/30/00 27,000 $4.11 $9,247.50 $554.85 $117,628.20
7/l/00 -6/30/01 27,000 $4.19 $9,427.50 $565.65 $119,917.80
7/l/01 -6/30/02 27,000 $4.28 $9,630.00 $577.80 $122,493.60
7/l/02 -5/14/03 27,000 $4.36 $9,810.00 $588.60 $109,185.30
* State sales tax subject to change.
** Occ. equals date of occupancy.
CONSENT TO SUBLEASE
Gran Central Corporation, hereinafter referred to as "GCC",
as successor in interest of the rights and obligations of Florida
East Coast Railway Company, hereinafter referred to as "FEC", in
and to that certain Lease dated October 15, 1982 executed by FEC
as Lessor and Palm Beach Paper Company, hereinafter referred to
as "PBPC", as Lessee, pursuant to Paragraph 15 of said Lease,
does hereby consent to that certain Sublease and Addendum hereto
dated July 1, 1996 and executed by Bunzl South Florida, Inc.,
hereinafter referred to as "BSF", successor in interest to the
rights and obligations of PBPC as Sublessor and ClearShield
Manufacturing, Inc. hereinafter referred to as "CMI", as
Sublessee.
This Consent is not intended to operate as a waiver of any
rights which GCC has under the terms of the Lease or applicable
federal, state or local laws, rules and regulations. GCC
specifically retains the right to enforce any provision of the
Lease through action at law or in equity or otherwise.
To the best of GCC's knowledge and belief, PBPC is not in
default or breach of any of the terms of the Lease and no
modifications or amendments have been made to the Lease, not
otherwise disclosed, prior to the execution of this Consent.
GCC agrees to notify CMI if PBPC or BSF commits any act or
omission constituting a default of the Lease, and CMI may cure
such default or breach within ten (10) days of receipt of notice
thereof.
GCC further consents to the use of the Leased Premises by CMI
for a purpose permitted by any and/or all applicable zoning and
land use regulations and/or ordinances and to the erection
of CMI's sign upon the Premises, provided such sign shall conform
to all applicable federal, state and local laws, ordinances,
rules and regulations governing the size, placement and erection
of signs.
IN WITNESS WHEREOF, this Consent to Sublease has been
executed this 25th day of July, 1996.
WITNESSES GRAN CENTRAL CORPORATION:
/s/ (Illegible) By: /s/ W. E. Durham
/s/ Xxxxx X. Xxxxxx Vice President
