LEASE AGREEMENT
BY AND BETWEEN
WLAB LIMITED PARTNERSHIP
AND
METHOD PRODUCTS CORP.
NET LEASE AGREEMENT
1. Fundamental Lease Provisions and Exhibits
1.1 Fundamental Lease Provisions
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Date: May 26, 2000
Landlord: WLAB Limited Partnership
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxx, XX 00000
Tenant: Method Products Corp.
Notices to Tenant: 0000 XX 00xx Xxxxxx
#000-000
Xxxxxxx Xxxxx, Xxxxxxx 00000
Building/Premise Address:
Street: 0000 XX 00xx Xxxxxx
Xxxxxxx Xxxxx, Xxxxxxx 00000
Suite/Bay: #400-600
Building Name: Whispering Lakes Commerce Center, Building A
Premise Location: County: Broward State: Florida
Lease Term: Sixty (60) months
Base Rent: $473,964.00
Four Hundred Seventy Three Thousand
nine hundred sixty four dollars and
00/00 plus applicable state and
local sales tax
(The base rent amount above is the minimum base rent due for the initial
term of this lease and is subject to the cost of living adjustment pursuant
to Section 4.3 hereof, unless otherwise stated herein, and all Additional
Rents, charges and assessments set forth herein. See Exhibit "D" for a
breakdown of the estimated rental charges.)
Leased Area: +/-7,620 SF
Building Area: 90,399 square feet
Tenant's Percentage: 8.42%
Permitted Use: Office, clerical work, customer service,
inside sales, computer programming and
warehousing.
Security Deposit: $11,422.50
Estimated Date for
Delivery of the Premises: September 15, 2000
(The estimated date for the delivery of the Premises is subject to the
provisions of Section 2.2 hereof.)
Landlord's Authorized Agent: Xxxxx Commercial Properties, Inc.
0000 Xxxxx Xxxxxxxxx Xxxx #0
Xxxxxxx Xxxxx, Xxxxxxx 00000
Brokerage Company(ies) N/A
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Initial: Landlord
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Initial: Tenant
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1.2 Effect of Reference to a Fundamental Lease Provision. Each
reference in this Lease to any of the Fundamental lease Provisions contained in
Section 1.1 shall be construed to incorporate all of the terms provided in
Section 1.1.
1.3 Exhibits and, Addenda. The Exhibits and addenda listed in this
Section and attached to this Lease are hereby incorporated in and made a part of
this Lease.
EXHIBIT "A" - Site Plan.
EXHIBIT "B" - Work Letter and Plan of the Premises
EXHIBIT "C" - Form of Addendum specifying commencement and expiration dates
of Lease Term.
EXHIBIT "D" - Monthly Rental Payment
EXHIBIT "E" - Any Special Provisions (If Applicable).
Lease Guaranty (If Required)
1.4 IMPORTANT NOTICE. The submission of this document for examination
does not constitute an option or offer to lease space at the property. This
document shall have no binding effect on the parties unless executed by the
Tenant and the Landlord and a fully executed copy is delivered to the Landlord.
2. Premises and Term.
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2. 1 Premises. Landlord hereby leases to Tenant and Tenant hires and
takes from Landlord the premises (the "Premises") located as described in
Section 1.1 hereof, shown on the Site Plan (Exhibit "A") ("Property") extending
to the exterior faces of all exterior walls, including entry area overhangs, or
to the line shown on the Site Plan where there is no wall or to the center line
of those walls separating the Premises from other leased Premises in the
building (the "Building"), subject to and with the benefits of the terms,
covenants, conditions and provisions of this Lease, together with the
appurtenances specifically granted in this Lease, but reserving to Landlord: (i)
the use of: (a) the exterior faces of all exterior walls and (b) the roof; and
(ii) the right to install, maintain, use, repair and replace pipes, ducts,
conduits and wires through the Premises and serving the other parts of the
Building. Landlord shall endeavor not to materially interfere with Tenant's
business operations during the prosecution of any such work.
For the purposes of this Lease, the Premises shall be conclusively
deemed to consist of the number of square feet of Leased Area as set forth in
Section 1.1 hereof.
2.2 Term. The Term of this Lease shall commence on the earlier of (i)
the expiration of the final fifteen (15) day notice (the "Final Notice") given
by Landlord to Tenant informing Tenant that the improvements to the Premises as
provided for in Section 3.1 hereof have been substantially completed or (ii) the
day Tenant commences its operations in the Premises, and ending at noon at the
end of the Lease Term, unless sooner terminated as hereinafter provided.
Landlord shall use all reasonable efforts to deliver possession of the Premises
to Tenant on or before the estimated date for delivery of the Premises as set
forth in Section 1.1 hereof. However, if Landlord, for any reason whatsoever,
cannot deliver possession of the Premises to Tenant on or before that date, this
Lease shall not be void or voidable, nor shall Landlord be liable to Tenant for
any loss or damage resulting therefrom. When the commencement and expiration
dates of the Lease Term have been determined, Landlord and Tenant shall execute,
acknowledge and deliver a written Addendum to this Lease in the form attached
hereto as Exhibit "C" specifying the commencement and expiration dates of the
Lease Term, that Tenant is in possession of the Premises and is paying the Base
Rent and all other charges hereunder, and that Tenant has no claims, defenses,
set-offs or counterclaims against Landlord (or, if so, specifying the nature and
amount thereof). Such statement, when so executed, acknowledged and delivered,
will be deemed to be incorporated in and become a part of this Lease.
3. Leasehold Improvements.
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3.1 Improvements. Landlord and Tenant have set forth in Exhibit "B" a
description of all improvements, if applicable, to be made to the Premises.
Exhibit "B" shall detail the improvements, whether Landlord or Tenant or both
are to perform said improvements, and whether Landlord or Tenant or both are
responsible for the cost and expense of said improvements.
If any improvements are to be made by the Landlord on behalf of the
Tenant and at the sole cost and expense of Tenant, Tenant shall pay Landlord for
any cost and expense prior to Tenant occupying the premises.
3.1(a) Major Renovations or Build-out. If there are to be major
renovations to the premises or a new build-out of the premises, Landlord and
Tenant agree to the following.
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Initial: Tenant
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No later than five (5) working days after the execution of this Lease
by Tenant: (i) Tenant shall furnish Landlord with a preliminary Space Plan for
the Premises, in form acceptable to Landlord, drawn to a scale of (1/4") equals
one (1) foot, or (ii) Landlord and Tenant, or their representatives, shall meet
together with Landlord's Space Planner for the purpose of preparing a final
Space Plan (the "Final Plan") for the Premises.
If Landlord and Tenant agree to the Final Plan for the Premises,
Landlord and Tenant shall each sign the Final Plan and execute an Addendum to
this Lease, in the form attached hereto as Exhibit "B", incorporating into the
Addendum the Final Plan and the description of work to be performed by Landlord
at Landlord's expense.
The cost of any changes and/or additions made to the Premises at the
request of Tenant after Landlord and Tenant have agreed on the final plans and
specifications shall be paid as additional rent by Tenant upon Landlord's
presentation of a xxxx. These costs shall include but are not limited to the
actual cost therefore, the cost of revisions to the plans and specifications and
the cost of any delays in construction, whether or not such changes are finally
agreed to between Landlord and Tenant; and such costs will be charged to Tenant
together with twenty (20%) for Landlord's overhead and profits.
If Landlord and Tenant are unable to agree upon the Final Plan within
thirty (30) days from the execution of this Lease by Tenant, then Landlord shall
have the right to terminate this Lease upon three (3) days written notice to
Tenant and thereupon to relet the Premises.
3.2 Ownership of Improvements. All improvements to the Premises shall
remain the property of Landlord. In no event shall Tenant make any improvements
or alterations to the Premises, without the prior written consent of Landlord.
4. Rent.
4.1 Payment. All Rent and other charges payable to Landlord under any
provision of this Lease shall be paid to Landlord, or as Landlord may otherwise
designate, in lawful money of the United States at the address of Landlord's
Authorized Agent or at such other place as Landlord in writing may designate,
without any set-off or deduction whatsoever, and without any prior demand
therefore. In addition to the payment of the Rent and other charges, Tenant
shall also pay to Landlord, at the time of payment of such Rent and other
charges, all sales, use or occupancy taxes payable by virtue of any of such
payments. Rent for any period during the term hereof which is for less than one
(1) month shall be a prorated portion of the monthly installment. The parties
expressly agree that the Tenant shall have no right whatsoever to withhold the
Rent payable hereunder and expressly waives any right provided to Tenant under
any applicable laws to withhold the payment of Rent. The Base Rent, Additional
Rent, late charges, interest charges, and all other amounts and charges due and
owing from Tenant to Landlord shall constitute Rent and shall sometimes be
collectively referred to herein as "Rent".
4.2 Base Rent and late Charges. Tenant shall pay the Base Rent, which
is subject to adjustments as hereinafter set forth, in equal monthly
installments in advance, without notice or demand therefore and without any
abatement, deduction, counterclaim or setoff for any reason whatsoever, on the
first day of each calendar month included in the Lease Term. The first monthly
installment shall be paid, if not previously delivered, on the signing of this
Lease, Tenant acknowledges that late payment by Tenant to Landlord of Rent or
other sums due hereunder will cause Landlord to incur costs not contemplated by
this Lease, the exact amount of which would be extremely difficult and
impractical to ascertain. Such costs include, but are not limited to, processing
and accounting charges, and late charges which may be imposed on Landlord by the
terms of any Mortgage or Trust Deed covering the Premises. Therefore, in the
event any installment of Rent or any sum due hereunder is not paid within five
(5) days after such amount is due, Tenant shall pay to Landlord as Additional
Rent a late charge equal to ten percent (10%) of each such installment or other
sum. Acceptance of Rent or of a late charge by Landlord shall in no event
constitute a waiver of Tenant's default with respect to such overdue amount, nor
prevent Landlord from exercising any of the rights and remedies granted pursuant
to the terms of this Lease. A sum of Twenty Five Dollars ($25.00) will be paid
by Tenant to Landlord for each returned check, Tenant shall pay a charge of
Seventy-five Dollars ($75.00) for preparation of a demand for delinquent rent.
4.3 Adjustment of Base Rent. The Base Rent specified in Section 1.1
hereof (and the monthly installments thereof) will be adjusted for increases,
but not for decreases in the Consumer Price Index on each anniversary of the
commencement date of the Lease Term. The term "Index" means the Miami Consumer
Price Index, All Items, for all Urban Consumers (1982-84=100), published by the
United States Bureau of Labor Statistics or other governmental agency then
publishing the Index. In the event the Index ceases to utilize the 1982-84
average of 100 as the basis of calculation, or if a substantial change is made
in the terms of number of items included in the Index, then the Index shall be
adjusted to a figure that would have resulted had the change in the manner of
computing the Index not been effected. In the event such Index (or successor or
substitute Index) is not available, a reliable governmental or other nonpartisan
publication evaluating the information theretofore used to determine the Index
shall be used. The term "Base Number" means the most recently published Index
Number immediately preceding the commencement date of the Lease Term. The Term
"Current Number Applicable to a Lease Year" means the most recently published
Index Number preceding the first day of the Lease Year for which adjustment is
made. If the latest Current Number Applicable to a Lease Year exceeds the Base
Number, then the
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Initial: Tenant
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Base Rent shall be increased to an amount which is the product obtained by
multiplying the Base Rent set forth in Section 1.1 of this Lease by a fraction,
the numerator of which fraction is the Current Number Applicable to a Lease Year
and the denominator of which fraction is the Base Number.
4.4 Operating Expenses. It is understood that in addition to the Base
Rent and Adjustment of Base Rent, Tenant shall pay Landlord as Additional Rent
its prorated share of all sales, use, or other tax excluding State and/or
Federal Income Tax, now or hereafter imposed by the United States of America,
the State of Florida, or any political subdivision thereof, notwithstanding the
fact that a statute, ordinance or enactment imposing the same may endeavor to
impose such tax on Landlord, and all assessments, real property taxes, insurance
premiums, operating charges, common area charges, Association charges,
maintenance charges, reserves for roof replacement and exterior painting and
other appropriate reserves, a reasonable management fee and all other charges,
costs and expenses which arise from the occupancy or use of the Premises, the
Building, or any part thereof (the "Operating Expenses").
For the purposes of this Lease, the term "the Building" shall mean the
contiguous property set forth in Exhibit "A" together with all improvements
located or to be located thereon. A copy of the current Operating Expenses will
be provided to Tenant at Tenant's request. The estimated pro-rata share of the
Operating Expenses is shown on Exhibit "D".
Tenant's prorated share of the Operating Expenses shall be calculated
by multiplying the cost of these items to Landlord by Tenant's Percentage as set
forth in Section 1.1 hereof. Tenant's Percentage represents the percentage which
the square footage of the Premises bears to the total square footage of the
Building area as set forth in Section 1.1 hereof, and as determined by Landlord.
If during all or any portion of any calendar year the Building is not
fully rented and occupied, Landlord may elect to make an appropriate adjustment
in Operating Expenses for such year, employing sound accounting and management
principles, to determine the Operating Expenses that would have been paid or
incurred by Landlord had the Building been fully rented or occupied and the
amount so determined shall be deemed to have been Operating Expenses for such
year. Landlord may use this adjustment method for expenses such as trash removal
or water/sewage consumption or other similar type expenses that fluctuate based
on the occupancy of the building.
Tenant agrees to pay the Operating Expenses, as estimated by Landlord,
in monthly payments in advance during the term of this Lease. At the end of each
calendar year, Landlord shall notify Tenant of Tenant's share of the Operating
Expenses payable for such calendar year as computed based upon the cost thereof
to Landlord. If there shall have been an underpayment by Tenant, Tenant shall
pay the difference within ten (10) days of the mailing of such notice; if there
shall have been an overpayment by Tenant, Tenant shall be given a credit towards
the next due payment of its share of the Operating Expenses,
At the end of each calendar year, Tenant shall have the right to
require Landlord to substantiate, by written itemization, Landlord's computation
of Tenant's Operating Expenses. Landlord shall furnish such an itemization to
Tenant within forty-five (45) days from receipt of Tenant's written request for
itemization.
As used herein, the term "Real Property Taxes" shall include any form
of assessment, license, fee, levy, penalty, water and sewer rents (except water
meter charges and sewer rent charges based thereon) and other governmental
impositions, charges, and taxes (other than inheritance and real estate taxes)
of every kind and nature whatsoever, extraordinary as well as ordinary, general
and special, foreseen and unforeseen, and all installments thereof (including
any interest on amounts that may be paid in installments, which shall or may
during the lease term be levied, assessed or imposed by any authority have the
direct or indirect power to tax (including, without limitation, any city,
county, state, or federal government, or any school, agricultural, lighting,
drainage, or other improvement district thereof) as against any legal or
equitable interests of Landlord in the Premises or in the Building of Property
of which the Premises are a part, and all costs incurred by Landlord in
contesting or negotiating the same with the governmental authority. Nothing
herein contained shall be construed to include as a tax which shall be the basis
of real estate taxes, any inheritance, state succession, transfer, gift,
franchise, corporation, income or profit tax or capital levy that is or may be
imposed upon Landlord; provided, however, that if, at any time after the date
hereof, the methods of taxation shall be altered so that in lieu of or as a
substitute for the whole or any part of the taxes now levied, assessed or
imposed on real estate as such, there shall be levied, assessed, or imposed (a)
a tax on the rents received from such real estate, or (b) a license fee measured
by the rents receivable by Landlord from the Premises or any portion thereof, or
(c) a tax or license fee imposed on Landlord that is otherwise measured by or
based in whole or in part upon the Premises or any portion thereof or (d) an
income or franchise tax, then the same shall be included in the computation of
real estate taxes hereunder computed as if the amount of such tax or fees so
payable were that due if the Property were the only property of the Landlord
subject thereto. In addition to the foregoing, should any governmental authority
acting under any existing or future law, ordinance or regulation levy, assess,
or impose a tax, excise and/or assessment on or against the Lease, the exection
thereof and/or the Base Rent or any item of Additional Rent payable by Landlord
to Tenant, whether by way of substitution for or addition to existing tax or
otherwise, and whether or not evidenced by documentary stamps or the like,
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Initial: Tenant
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Tenant shall be responsible for and shall pay such tax, excise, and/or
assessment, or shall reimburse Landlord for the amount thereof, as the case may
be.
The term "Common Area Charges" shall mean all costs and expenses and
other charges incurred in connection with the ownership, operation, insurance,
maintenance and repair of the common area, and shall include, but not be limited
to, the costs and expenses of the following:
a. garbage and trash removal; maintenance, repair and replacement of
all parking lot surfaces, including cleaning, sweeping, painting, striping and
re-paving, maintenance, repair and replacement of sidewalks, curbs, guardrails,
bumpers, fences, screens, flagpoles, bicycle racks, property identification
signs, directional signs, traffic signals, and other traffic markers and signs;
b. maintenance, repair and replacement of (a) storm and sanitary
drainage system, including disposal plants, lift stations and retention ponds or
basins; (b) irrigation systems; (c) electrical, gas, water and telephone
systems; (d) lighting systems (including bulbs, poles and fixtures); (e)
emergency water and sprinkler systems; (f) other utility systems; and (f)
security systems, including any utility charges in connection with any of the
foregoing systems;
c. exterior planting, replanting and replacing of flowers, shrubbery,
plants, trees and other landscaping;
d. maintenance, repair, replacement and substitution of and for all
portions of the Building or Property (excluding the Premises and premises leased
to other Tenants), including walls, roofs and roof flashings, canopies,
skylights, signs, planters, benches, fire exits, doors and hardware, windows,
glass and glazing;
e. premiums or contributions for insurance, including, without
limitation, liability insurance for personal injury, death and property damage;
insurance against liability for defamation and claims of false arrest occurring
in and about the Common Areas; workmen's compensation; broad form all peril
insurance covering the Common Area in the Property which may include flood
insurance, earthquake insurance, boiler insurance and/or rent insurance (for the
purposes of this provision, Common Area shall be deemed to include the Premises
and premises leased to other Tenants);
f. maintenance, repair and acquisition costs (rental fees and/or
purchase price or in lieu of purchase price, the annual depreciation allocable
thereto) of all security devices, machinery and equipment used in the operation
and maintenance of the Common Area, and all personal property taxes and other
charges incurred in connection with such security devices, machinery and
equipment;
g. all license and permit fees, and all parking surcharges that may
result from any environmental or other laws, rules, regulations, guidelines or
order;
h. the cost of installation and operation of music program services and
loudspeaker systems;
i. personnel, Including, without limitation, security and maintenance
people for the Building and Property, secretaries and bookkeepers (including,
without limitation, the payroll taxes and employee benefits of such personnel);
and
x. Xxxxxx'x administrative costs in an amount not to exceed fifteen
(15%) percent of the total Common Area Maintenance Costs,
k. Reasonable management fees associated with the operations of the
property.
l. Association charges to the property for any Association the Property
may be a part of with respect to common area Improvements for which the Property
is subject to an assessment.
"Common Area" shall mean that part of the Building and Property
designated by Lessor from time to time for the common use of all Tenants,
including, among other facilities, parking areas, sidewalks, landscaping, water
retention, curbs, loading areas, private streets and alleys, lighting
facilities, hallways, malls, restrooms and other areas and improvements provided
by Lessor for the common use of all Tenants all of which will be subject to
Lessor's sole management and control.
4.5 Security Deposit. Upon the execution of this lease, Tenant shall
deposit with the Landlord a cash security deposit in the amount stated in
Section 1.1 of this Lease. If at any time during the term hereof, or the Term as
it may be extended, Tenant shall be in default in payment of Rent or any other
sum due Landlord as Additional Rent, Landlord may apply all or part of the
Security Deposit for such payment. Landlord may also apply all or part of the
Security Deposit to repair damages to the Premises during or upon the
termination of the tenancy created by this Lease and in such event Tenant shall,
on demand, pay to Landlord a like sum as Additional Security. If Tenant is not
in default at the termination of this Lease, Landlord shall return the Security
Deposit to Tenant, less One Hundred Dollars ($100.00) of the Security Deposit,
which shall be retained by Landlord as a cleaning fee. Landlord shall not be
required to keep the Security Deposit separate from its general funds, and
Tenant shall not be entitled to interest on such Deposit.
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Initial: Tenant
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Landlord and Tenant agree that Landlord's Authorized Agent shall be
entitled to immediately endorse and cash Tenant's Rent and Security Deposit
Check(s) accompanying this Lease. It is further agreed and understood that such
action shall not guarantee acceptance of this Lease by Landlord, but in the
event Landlord does not accept this Lease, any payments made by Tenant shall be
refunded in full to Tenant, unless otherwise agreed between Landlord and Tenant.
5. Utility Services. Landlord has caused utilities to be made available
to the Building and the Premises including water, sanitary sewer and
electricity. Landlord shall cause the necessary mains, conduits and other
facilities to be provided to supply water, sanitary sewer facilities and
electricity into the Building and the Premises, and Tenant hereby acknowledges
that it has inspected such facilities, is satisfied with such facilities, and
that Landlord has complied with the provisions of this paragraph. Tenant shall
pay directly all charges for electric, telephone and any other utilities used or
consumed in the Premises which are separately metered to the Premises. Each
building shall be metered for water and sewer utility services, and Tenant shall
pay to Landlord on a monthly basis in advance Tenant's portion of the water and
sewer charge for the Building as may be estimated by Landlord. This charge shall
be paid by Tenant as Additional Rent under this lease. In the event that Tenant
shall fail or refuse to pay any utility charges individually metered to Tenant,
then Landlord may, but shall not be obligated to, pay such charges and Tenant
shall reimburse Landlord on demand. Landlord shall not be liable to Tenant for
interruption in or curtailment of any utility service, nor shall any curtailment
or interruption constitute a constructive eviction or grounds for rental
abatement in whole or in part.
If Tenant consumes water for any purpose in addition to ordinary
lavatory purposes (of which fact Landlord is to be the sole judge), then
Landlord in its discretion may install a public utility water meter and thereby
measure Tenant's water consumption for all purposes. Tenant shall pay Landlord
for the cost of such meter and the cost of installation thereof, and throughout
the duration of Tenant's occupancy, Tenant shall keep such meter and
installation equipment in good working order and repair at its own expense,
Tenant shall pay for water consumed, as shown on such meter, and the
corresponding sewer utility service charge, as and when bills are rendered by
the public utility company servicing the Premises and, on default of Tenant
making such payment, Landlord may pay such charges and collect the same from
Tenant as Additional Rent.
6. Insurance.
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6.1 Insurance to be Maintained by Tenant. Tenant shall maintain, at
Tenant's expense, with companies acceptable to Landlord during the term of this
Lease (i) liability insurance in the form of a Combined Single Limit Bodily
Injury and Property Damage Insurance Policy insuring Landlord and Tenant against
any liability arising out of the use, occupancy or maintenance of the Premises
and all other areas appurtenant thereto in an amount not less than Three Hundred
Thousand Dollars ($300,000.00) per occurrence; and (ii) a policy of all perils
property insurance covering loss or damage to all of Tenant's inventory,
fixtures, furniture and equipment located on the Premises to the extent of at
least eighty percent (80%) of their insurable value without deduction for
depreciation. During the term of this Lease the proceeds from any such policy or
policies of insurance shall be used for the repair and/or replacement of the
Premises and equipment so insured. Landlord will not carry insurance on Tenant's
property. Tenant shall furnish Landlord with a certificate of all insurance
policies required by this Lease evidencing the existence and amounts of such
insurance with loss payable clauses satisfactory to Landlord no later than ten
(10) days before the commencement of the Lease Term. Renewals of such policies
shall be deposited with the Landlord no later than ten (10) days prior to the
expiration of the term of such coverage. If the Tenant fails to comply with such
requirement, the Landlord may, but shall not be obligated to, obtain such
insurance and keep the same in effect, and Tenant shall pay Landlord the premium
costs thereof upon demand.
6.2 Waiver Subrogation. As long as their respective insurers so permit,
Landlord and Tenant hereby mutually waive their respective rights of recovery
against each other for any loss insured by fire, extended coverage and other
property insurance policies existing for the benefit of the respective parties.
Each party shall obtain any special endorsements, if required by their Insurer,
to evidence compliance with the aforementioned waiver.
7. Tenant's Additional Covenants.
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7.1 Affirmative Covenants. Tenant covenants, at its own expense, at all
times during the Lease Term:
7.1.1 Tenant's Obligations. To perform promptly all of the obligations
of Tenant set forth in this Lease and in the exhibits, Addenda, and Rules and
Regulations attached hereto, and to pay when due the Rent and all other charges
and Assessments which are to be paid by Tenant.
7.1.2 Use of Premises by Tenant. To use the Premises only for the
Permitted Use and to abide by and conform to all use restrictions set forth in
the certificate of occupancy issued for the Premises, and any and all covenants,
conditions, restrictions and reservations for the Building now or
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hereinafter adopted, the mortgages filed of record encumbering the Premises, and
all other laws, orders, permits, rules and regulations of any governmental
authority claiming jurisdiction over the Premises.
7.1.3 Maintenance of Premises by Tenant. At its own expense to keep and
maintain in good order, condition and repair the entire Premises including, but
not limited to, interior walls, floors, doors (including overhead doors) and
hardware, windows, glass, ceiling, heating and air conditioning, electrical, and
plumbing. Tenant shall maintain throughout the lease term a preventive
maintenance contract (a copy of the contract shall be provided to the Landlord)
providing for the regular inspection and maintenance of the heating and air
conditioning system by a licensed, heating and air conditioning contractor.
Maintenance and repairs of all improvements made by Tenant shall be the sole
responsibility of Tenant. Tenant shall keep the Premises and adjacent grounds,
including loading docks and parking lots, alongside of and in the vicinity of
same in a good, clean, and sanitary condition and appearance. Landlord shall
guarantee the working order of the air conditioning and heating system for a
period of thirty (30) days from the date Tenant takes occupancy of the premises.
7.1.4 Compliance With Laws. To keep the Premises equipped with all
safety appliances required by and to comply with any law, ordinance, order or
regulation of any governmental authority or board of fire underwriters having
jurisdiction.
7.1.5 Hold Harmless. To defend and hold Landlord harmless and
indemnified from all injury, loss, claims or damage (including attorney's fees
and disbursements) to any person or property arising from or related to or
connected with the use or occupancy of the Premises, the conduct or operation of
Tenant's business, or Tenant's work at the Premises and caused by Tenant or
Tenant's agents, employees or guests. Should Landlord be named as a defendant in
any suit brought against Tenant in connection with or arising out of Tenant's
occupancy of the Premises, Tenant shall pay to Landlord its costs and expenses
incurred in such suit, including reasonable attorney's fees unless Landlord is
deemed to be grossly negligent in such suit.
7.1.6 Landlords Right to Enter the Premises. To permit Landlord or
Landlord's agents to enter upon the Premises at all reasonable times to examine
same and to make repairs, alterations, improvements or additions to the Premises
or in the Building without the same constituting an eviction of Tenant, in whole
or in part, and all Rents shall in no wise xxxxx while such repairs,
alterations, improvements or additions are being made by reason of loss or
interruption of business of Tenant because of the prosecution of any such work.
Landlord shall make its best efforts to give Tenant one (1) business day advance
notice prior to entering the premises, except in the event of extreme emergency.
Landlord shall endeavor not to materially interfere with Tenant's business
operations during the prosecution of any such work. Landlord or Landlord's agent
shall also have the right to enter upon the Premises at reasonable times to show
them to prospective mortgagees or purchasers of the Building. During the one
hundred eighty (180) days prior to the expiration of the term of this Lease,
Landlord may show the Premises, to prospective Tenants, at all reasonable hours
and without prior notice, and Landlord may also place upon the Premises a "For
Rent" sign, which notices Tenant shall permit to remain thereon without
molestation. If, during the last month of the Term, Tenant shall have removed
all or substantially all of Tenant's property therefrom, Landlord may
immediately enter and alter, renovate and redecorate the Premises without
elimination or abatement of Rent or Additional Rent or other compensation, and
such action shall have no effect upon this Lease.
7.1.7 Reimburse Landlords Costs. To pay on demand all of Landlord's
costs and expenses incurred in enforcing the obligations of Tenant under this
Lease or incurred due to any default by the Tenant under this Lease.
7.1.8 Premises Condition Upon Expiration. To surrender the Premises to
the Landlord, upon the expiration or other termination of the Lease Term, in the
same condition as it was upon delivery of possession of the Premises to Tenant,
reasonable wear and tear excepted and Tenant shall deliver all keys and
combinations to locks, safes and vaults to Landlord. Before surrendering the
Premises, Tenant shall broom clean the Premises, remove all its personal
property, trade fixtures, additions and decorations and shall repair any damage
caused to the Premises by such removal and replace any materials, decorations or
fixtures which were in the Premises and were the Property of Landlord and
removed by Tenant to be replaced with Tenant's own materials, decorations or
fixtures. Tenant's obligation to perform under the terms of this paragraph shall
survive the end of the Lease Term and if Tenant fails to remove its property
upon the expiration of this Lease, such property shall be deemed abandoned and
shall become the property of Landlord. Landlord shall, nevertheless, be entitled
to perform the obligations of Tenant under this paragraph at Tenant's expense,
and Tenant shall be liable to Landlord for all costs and expenses incurred
by Landlord in the performance of such obligations.
7.1.9 Obligations of Tenant. To remain fully obligated under this
Lease, notwithstanding any assignment or sublease or any indulgence granted by
Landlord or Tenant or to any assignee or sublessee.
7.1.10 Liability of Landlord. To fully understand and agree that
Landlord shall have no liabitiy for any loss or damage to Tenant's business or
personal property arising out of, but not limited to, any of the following
causes: hurricanes, excessive rain, roofing defects, bursting of pipes, fire,
windstorm, malfunction of sewer or water system, or any act or omission of
Landlord or any of the Landlord's agents
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on or about the Premises other than loss or damage resulting from the gross
negligence or willful misconduct of Landlord.
7.1.11 Trash. To keep the Premises and the Property free from all
rubbish, dirt and debris, and to deposit all trash in receptacles to be
furnished by Landlord at designated locations. The Tenant understands that
boxes, trash, pallets or other items shall not be stacked outside of the
Premises and/or on any abutting roadway.
7.1.12 Reasonable Changes to Lease. To agree to any reasonable changes
to this Lease required by any Mortgagee of Landlord to satisfy the requirements
for the financing or refinancing of the project wherein the Premises are
located, unless they materially alter the terms and conditions of this Lease.
7.1.13 Signage. To install and maintain, at Tenant's expense,
throughout the term of this Lease a sign with Tenant's name thereon at or near
the front entrance to the Premises at a place designated or approved by
Landlord. Such sign shall be of a size, design, material and specification as
shall meet the standards and criteria of Landlord. No sign shall be permitted to
be placed upon any window area or door. The written consent and approval of
Landlord shall be obtained prior to the installation of any sign. A sign for
which the written approval of Landlord has not been obtained may be removed by
Landlord at Landlord's discretion. All signage must be installed in accordance
with all applicable laws and ordinances.
7.2 Negative Covenants. Tenant covenants at all times during the Lease
Term and such further time as Tenant occupies the Premises, or any part thereof:
7.2.1 Reasonable Use of Premises. Not to injure, overload, deface or
otherwise harm the Premises or any part thereof or any equipment or installation
therein; nor commit any waste or nuisance; nor permit the emission of any
objectionable noise or odor; nor burn any trash or refuse in or about the
Premises; nor make any use of the Premises, or any part thereof or equipment
therein, which is improper, offensive or contrary to any law or ordinance or to
reasonable rules or regulations of Landlord as such may be promulgated from time
to time; nor park any vehicles so as to interfere with the use of driveways,
walks, roadways, highways, streets or parking areas.
7.2.2 Alteration. Not to make any alterations or additions to the
Premises or to the Building, nor permit the making of any holes in the walls,
ceilings or floors thereof without the express written consent of Landlord.
Landlord may require Tenant to provide demolition and/or lien and completion
bonds in form and amount satisfactory to Landlord. Tenant shall promptly remove
any alterations, additions or improvements constructed in violation of this
Section upon Landlord's written request. All alterations, additions, and
improvements will be accomplished in a good and workmanlike manner in conformity
with all applicable laws and regulations, by a contractor approved by Landlord.
Tenant agrees that should it make any alterations, additions, replacements or
improvements to the premises, it will not be acting as agent or servant of
Landlord in making any alterations and shall pay when due all claims for labor
and material furnished to the Premises. Tenant shall give Landlord at least ten
(10) days prior written notice of the commencement of any work on the Premises.
Landlord may elect to record and post notices of non-responsibility on the
Premises.
7.2.3 Mezzanine. Not to place more than one hundred (100) pounds per
square inch on the floor surface of any mezzanine area (if one exists) which
Landlord has provided Tenant.
7.3 Hazardous Materials. The Tenant shall keep or cause the Premises to
be kept free of hazardous materials. Without limitation to the foregoing, the
Tenant shall neither cause nor permit (i) the Premises or Property to be used to
generate, manufacture, refine, transport, treat, store, handle, dispose or
process hazardous materials; nor (ii) a release of hazardous materials into the
Premises or Property, as a result of any intentional or unintentional act or
omission on the part of the Tenant, its agents, employees or any subtenant.
During the term of this Lease, Tenant shall comply with all statutes,
ordinances, rules, orders, regulations, and requirements of any and all federal,
state, county, city, and local governments applicable to the presence, storage,
use, generation, maintenance, removal, or disposal of hazardous materials. The
Tenant shall defend, indemnify and hold harmless the Landlord, the Landlord's
lenders, and the Landlord's employees, agents, officers and directors, from and
against any penalties, damages, or expenses of any kind or nature, known or
unknown, contingent or otherwise (including, without limitation, accountants'
and attorneys' fees, consultant fees and investigation and laboratory fees),
arising out of, or in any way related to any breach of this Section. The term
"Hazardous Material" includes, without limitaion, any flammable explosives,
radioactive materials, hazardous of toxic substances or related materials
defined in the Comprehensive Environmental Compensation, and Liability Act of
1980, as amended (42 U.S.C. 960 et seq.), the Hazardous Materials Transportation
Act, as amended (42 U.S.C. 1801 et seq.), the Resource Conservation and Recovery
Act, as amended (42 U.S.C. 9601 et seq.), the regulations adopted and
publications promulgated from time to time pursuant to the above and any other
federal, state, or local environmental law, ordinance, rule or regulation. The
Provisions, of this Section shall be in addition to any and all other
obligations and liabilities the Tenant may have to the Landlord hereunder, at
law or in equity, and shall survive the termination of this Lease.
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8. Assignment and Subletting
-------------------------
8.1 Consent to Assign Required. The identity and financial standing of
Tenant is a material consideration of Landlord in entering into the lease.
Tenant shall not voluntarily, involuntarily or by operation of law assign, sell,
mortgage, pledge or in any manner transfer the Lease or any estate or interest
therein or sublet the Demised Premises or any part thereof, or grant any
license, concession or other right to occupy any portion of the Demised Premises
without the prior written consent of Landlord, which consent Landlord may grant
or withhold in its reasonable discretion. Consent by Landlord to one or more
assignments or sublettings shall not operate as a waiver of Landlord's rights as
to any subsequent assignments and subletting. Notwithstanding any assignment or
subletting, Tenant and any guarantor of Tenant's obligations under the Lease
shall at all times remain fully responsible and liable for compliance with all
of the obligations of Tenant, including payment of Rent.
8.2 Sale of Building. In the event of the transfer and assignment by
Landlord if its interest in the Lease and in the building containing the Demised
Premises, Landlord shall thereby be released from any further obligations, and
Tenant agrees to look solely to such successor in interest for performance of
such obligations.
8.3 Assignment Definition. If Tenant is a corporation, any transfer of
this Lease from Tenant by merger, consolidation or liquidation, or any change in
ownership or power to vote of a majority of its outstanding voting stock from
the owners of such stock or those controlling the power to vote of such stock as
of the date of the Lease, shall constitute an assignment for the purpose of the
Lease.
9. Destruction and Condemnation.
-----------------------------
9.1 Fire or Other Casualty. In the event of (i) a partial destruction
of the Premises or the Building during the Lease Term which requires repairs to
either the Premises or the Building, or (ii) the Premises or the Building being
declared unsafe or unfit for occupancy by any authorized public authority for
any reason other than Tenant's act, use or occupation, which declaration
requires repairs to either the Premises or the Building, Landlord may elect to
commence repairs within sixty (60) days thereof, but partial destruction shall
in no wise annul or void this Lease, except that Tenant shall be entitled to a
proportionate reduction of Rent while such repairs are being made. The
proportionate reduction is to be based upon the extent to which the making of
repairs shall interfere with the business carried on by Tenant in the Premises.
In the event that Landlord does not elect to commence repairs within sixty (60)
days, or repairs cannot be made under current laws and regulations, either party
may terminate this Lease upon ten (10) days' written notice. A total
destruction, including any destruction required by any authorized public
authority, of either the Premises or the Building, shall terminate this Lease.
Landlord shall not be required to repair any property installed in the Premises
by Tenant nor to repair any portion of the Premises for which insurance proceeds
are not paid to Landlord. Tenant waives any right under applicable laws
inconsistent with this paragraph and, in the event of a destruction, agrees to
accept any offer by Landlord to provide Tenant with comparable space within the
parcel in which the premises are located on the same terms as this Lease.
9.2 Condemnation. If any part of the Premises shall be taken or
condemned for a public or quasi-public use, and a part thereof remains which is
susceptible of occupation hereunder, this Lease shall, as to the part so taken,
terminate as of the date title shall vest in a condemnor, and the Rent payable
hereunder shall be adjusted so that the Tenant shall be required to pay for the
remainder of the Term only such portion of such Rent as the number of square
feet in the part remaining after the condemnation bears to the number of square
feet in the entire Premises at the date of condemnation; but, in such event,
Landlord shall have the option to terminate this Lease as of the date when title
to the part so condemned vests in a condemnor. If all the Premises or such part
thereof be taken or condemned so there does not remain a portion susceptible for
occupation hereunder, this Lease shall thereupon terminate. If a part or all of
the Premises be taken or condemned, all compensation awarded upon such
condemnation or taking shall go to the Landlord and the Tenant shall have no
claim thereto, and the Tenant hereby irrevocably assigns and transfers to the
Landlord any right to compensation or damages to which the tenant may be
entitled during the Term hereof by reason of the condemnation of all, or a part,
of the Premises.
10. Landlord's Lien. In addition to the statutory Landlord's Lien,
Landlord shall have at all times a valid security interest to secure payment of
all Rent and other sums of money becoming due hereunder from Tenant and to
secure payment of any damages or losses which Landlord may suffer by reason of
the breach by Tenant of any covenant, agreement or condition contained herein,
upon all goods, wares equipment, fixtures, furniture, files, improvements and
other personal property of Tenant presently or which may hereinafter be situated
in the Premises, and all proceeds therefrom, and such property shall not be
removed therefrom without the consent of Landlord until all arrearages in Rent
as well as any other sums of money then due to Landlord hereunder shall first
have been paid and discharged and all of the covenants, agreements, and
conditions hereof have been fully complied with and performed by Tenant. Upon
request by Landlord, Tenant agrees to execute and deliver to Landlord a U.C.C,
Financing statement in form sufficient to perfect the security interest of
landlord in the aforementioned property and proceeds thereof under the
provisions of the Uniform Commercial Code in force in the state of Florida and
Tenant hereby appoints Landlord its attorney in fact for purposes of executing
such financing statement. The statutory lien for Rent is not hereby waived, the
security interest herein granted being in addition and supplementary thereto.
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11. Mechanic's Lien. Nothing contained in this Lease shall be construed
as a consent on the pert of the Landlord to subject the estate of the Landlord
to liability under the Mechanic's Lien Law of the State of Florida, it being
expressly understood that the Landlord's estate shall not be subject to such
liability. Tenant shall strictly comply with The Mechanic's Lien law of the
State of Florida as set forth in Florida Statutes, Chapter 713. It is expressly
agreed to between Landlord and Tenant that the Landlords interest in the
Premises, the Building, the Property, and this Lease shall not be subject to any
liens or encumbrances for any work, services, labor, or material, or any other
matter resulting from any improvements or work performed by or for Tenant, and
Tenant agrees to so notify in writing any such contractor, subcontractor, or any
person, firm, or entity providing services, labor, or supplying material to the
Premises of this prohibition against any claim or lien or lien being filed
against the landlord's interest. Tenant shall deliver to Landlord, upon
completion of any such work, copies of releases of liens for such work. Landlord
shall have the right to record any memoranda, notices, or short forms of this
Lease to comply with section 713.10 of the Florida Statutes. In the event that a
mechanic's claim of lien is filed against the Premises in connection with any
work performed by or on behalf of the Tenant, the Tenant shall satisfy such
claim, or shall transfer same to security, within twenty (20) days from the date
of filing. In the event that the Tenant fails to satisfy or transfer same to
security, within said twenty (20) day period, the Landlord may do so and
thereafter charge the Tenant, as Additional Rent, all costs incurred by the
Landlord in connection with the satisfaction or transfer of such claim,
including attorneys' fees. Further, the Tenant agrees to indemnify, defend and
save the Landlord harmless from and against any damage or loss incurred by the
Landlord as a result of any such mechanics' claim of lien. If so requested-by
the Landlord, the Tenant shall execute a short form of memorandum of this Lease,
which may, in the Landlord's discretion be recorded in the Public Records for
the purpose of protecting the Landlord's estate from mechanics' claims of lien,
as provided in Florida Statutes, Chapter 713.10. If a short form of the Lease is
recorded for purposes of section 713.10 of the Florida Statutes, such form shall
contain (i) the date of the Lease, (ii) the names of the Landlord and Tenant,
(iii) the identification of the Premises, (iv) the legal description of the
parcel containing the Premises, (v) the terms of the Lease that expressly
prohibit xxxxxxx the Landlord's interest based upon improvements or work
performed by or for the Tenant, (vi) the term of the Lease, (vii) the date the
Lease terminates, and (viii) a statement to the effect that the recording of the
short form of Lease shall automatically be deemed terminated and released upon
the earlier to occur of the termination date for the Lease set forth in the
short form of Lease or on the date a notice is filed by the Landlord that the
Lease is terminated. The Tenant expressly agrees to execute such short form if
requested by the Landlord, and upon the failure of the Tenant to do so, the
Landlord is hereby appointed attorney-in-fact for purposes of executing such
short form of Lease in compliance with the terms of this paragraph. No other
notice or memorandum of this Lease, nor this Lease itself shall be recordable in
the public records of any county within the State of Florida without Landlord's
written consent and joinder, which may be arbitrarily withheld by Landlord in
its sole discretion. In the event such short form of Memorandum of Lease is
executed, the Tenant shall simultaneously execute and deliver to the Landlord an
instrument terminating the Tenant's interest in the real property upon which the
Premises are located, which instrument may be recorded by the Landlord at the
expiration of the term of this Lease or such earlier termination hereof. The
Security Deposit paid by the Tenant may be used by the Landlord for the
satisfaction or transfer of any mechanics' claim of lien, as provided in this
Section. This, Section shall survive the termination of this Lease.
12. Default and Remedies.
--------------------
12.1 Defaults of Tenant. The occurrence of any one or more of the
following events shall constitute a material default and breach of the Lease by
Tenant:
12.1.1 Vacating the Premises. The vacating or abandonment of the
Premises by Tenant.
12.1.2 Failure to Pay Rent. The failure by Tenant to make payment of
Rent or any other payment required to be made by Tenant hereunder, as and when
due, where such failure shall continue for a period of three (3) days after
written notice thereof from Landlord to Tenant.
12.1.3 Failure to Perform Lease Obligations. The failure by Tenant to
observe or perform any of the covenants, conditions or provisions to be observed
or performed by Tenant, other than those described in Paragraphs 12.1.1 and
12.1.2 above, where such failure shall continue for a period of ten (10) days
after written notice thereof from Landlord to Tenant; provided, however, that if
the nature of Tenant's default is such that more than ten (10) days are
reasonably required for its cure. Tenant shall not be deemed to be in default if
Tenant commences such cure within said ten-day period and thereafter diligently
pursues such cure to completion
12.1.4 Bankruptcy. If Tenant or any guarantor should commence, in any
court pursuant to any statue either of the United States or of any State, an
insolvency or bankruptcy proceeding (including, without limitation, a proceeding
for liquidation, reorganization or for adjustment of debts of an individual with
regular income), or if such a proceeding is commenced against Tenant or any said
guarantor and either an order for relief is entered against such party or such
party fails to secure a discharge of the proceeding within thirty (30) days of
the filing thereof, or if Tenant of any said guarantor becomes insolvent or is
unable to admit in writing its inability to pay its debts as they become due,
or makes an assignment for the benefit of creditors or petitions for or enters
into an arrangement with its creditors or a custodian is appointed or takes
possession of Tenant's or any said guarantor's property, whether or not a
judicial
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proceeding is instituted in connection with such arrangement or in connection
with the appointment of such custodian.
12.1.5. Materially False Statements. The discovery by Landlord that any
financial statement given to Landlord by Tenant, any assignee of Tenant, any
subtenant of Tenant, any successor in interest of Tenant or any guarantor of
Tenant's obligations, and any of them, is materially false.
12.2 Landlord's Remedies. In the event of any default or breach by
Tenant, Landlord may at any time thereafter, without notice or demand and
without limiting Landlord in the exercise of any right or remedy which Landlord
may have by reason of such default or breach;
12.2.1 Recovery. Declare the entire Base Rent, Additional Rent, and
Rent for the balance of the Lease Term, or any part thereof, due and payable
forthwith, without regard to whether possession of the Premises shall have been
taken by Landlord, and bring an action for the recovery thereof.
12.2.2 Terminate Possession. Terminate Tenant's right to possession of
the Premises by any lawful means and retake possession thereof for the account
of Landlord, in which event Tenant shall immediately surrender possession of the
Premises to Landlord and all further liability under the Lease on the part of
Tenant and Landlord shall terminate.
12.2.3 Maintain Tenant's Possession. Maintain Tenant's right to
possession, in which event the Lease shall continue in effect whether or not
Tenant shall have abandoned the Premises. In such event, Landlord shall be
entitled to relet the Premises and to enforce all of Landlord's rights and
remedies under the Lease, including the right to recover the Rent as it becomes
due, whether by acceleration or otherwise.
12.2.4 Landlord's Right to Reenter. Landlord shall have the right, at
its option, from time to time, without terminating the Lease, to reenter and
relet the Premises, or any part thereof, as the agent and for the account of
Landlord upon such terms and conditions as Landlord may deem advisable or
satisfactory, in which event the Rents received on such reletting shall be
applied first to the expenses of such reletting and collection including, but
not limited to, necessary renovation and alterations of the Premises, reasonable
attorneys' and paralegals' fees, any real estate commissions paid, and
thereafter toward payment of all sums due or to become due to Landlord
hereunder, and if a sufficient sum shall not be thus realized or secured to pay
such sums and other charges (i) at Landlord's option, Tenant shall pay Landlord
any deficiency monthly, notwithstanding Landlord may have received rental in
excess of the rental stipulated in this Lease in previous or subsequent months,
and Landlord may bring an action therefor as such monthly deficiency shall
arise, or (ii) at Landlord's option, the entire deficiency, which is subject to
ascertainment for the remaining term of this Lease, shall be accelerated and
immediately due and payable by Tenant. Nothing herein, however, shall be
construed to require Landlord to reenter or relet in any event. Landlord shall
not, in any event, be required to pay Tenant any surplus of any sums received by
Landlord on a reletting of said Premises in excess of the Rent provided in this
Lease.
12.2.5 Written Termination Required. No reentry or taking possession of
the Premises by Landlord shall be construed as an election on Landlord's part to
terminate this Lease or Tenant's rights to possession, unless a written notice
of such intention is given to Tenant. Notwithstanding any such reletting without
termination, Landlord may at all times thereafter elect to terminate this Lease
for such previous default. Any such reentry shall be allowed by Landlord without
hindrance, and Landlord shall not be liable in damages for any such reentry, or
guilty of trespass or forcible entry.
12.2.6 Anticipatory Breach. In the event of a breach or anticipatory
breach by Tenant of any of the covenants or provisions hereof, Landlord shall
have the right of injunction, distress, and the right to invoke any remedy
allowed at law or in equity as if re-entry, summary proceedings 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
Premises by reason of the violation by Tenant of any of the covenants and
conditions of this Lease, or otherwise.
12.2.7 Application of Security Deposit. If an Event of Default occurs,
the Landlord shall have the right to apply and/or retain all or any portion of
the Security Deposit paid Tenant hereunder, against any and all loss, cost,
expenses or damage sustained or incurred by Landlord as a result thereof.
12.2.8 Hold Harmless. Notwithstanding any other provision hereof,
Tenant shall indemnify, reimburse and hold harmless the Landlord from any and
all costs, expenses, charges and fees, including without limitation reasonable
attorneys' fees, incurred or expended by Landlord as a result of the default by
Tenant of any term, condition, or covenant of this Lease or any rule or
regulation promulgated pursuant hereto or as a result of Landlord's defense of
any right or lien held by Landlord under this Lease or provided by Law, whether
or not suit shall actually be brought. All such costs, expenses, Additional Rent
payable under this Lease, including without limitation the sums due under this
Section, shall bear interest from the date payment is due, and whether before or
after judgment, at the highest rate of interest permitted under the usury Laws
of the State of Florida for indebtedness of such nature.
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12.2.9 Other Remedies. Pursue any other remedy now or hereafter
available to Landlord under the laws and judicial decision of the State of
Florida.
12.3 Bankruptcy. In the event of a proceeding involving Tenant under
the Bankruptcy Code, 11 U.S.C. s 101 et seq., if the Lease is assumed by
Tenant's trustee in bankruptcy (after he has cured all existing defaults,
compensated Landlord for any loss resulting therefrom and provided adequate
assurance of future performance), then the Lease may not be assigned by the
trustee to a third party, unless such party (a) executes and delivers to
Landlord an agreement in recordable form whereby such party assumes and agrees
with Landlord to discharge all obligations of Tenant under the Lease; (b) has a
net worth and operating experience at least comparable to that possessed by
Tenant and any guarantor hereof as of the time of execution of the Lease; and
(c) grants to Landlord, to secure the performance of the lease, such party's
merchandise, inventory, personal property, fixtures, furnishings, and accounts
receivable (and in the proceeds of all of the foregoing) with respect to its
operations in the Premises, and in connection therewith, such party shall
execute such security agreements, financing statements and other documents (the
forms of which are to be prepared by Landlord) as are necessary to perfect such
lien.
12.4 Costs Reimbursable to Landlord. If Landlord should exercise any of
its remedies hereunder, Tenant shall be liable for and shall pay to Landlord the
costs of removing and storing Tenant's or other occupant's property; the costs
of repairing, altering, remodeling or otherwise putting the Premise into
condition acceptable to a new Tenant or Tenants; real estate commissions
actually paid; that portion of the leasing commission paid by Landlord
applicable to the unexpired term of the Lease, if applicable; and all reasonable
expenses incurred by Landlord, including attorneys' fees.
12.5 Removal of Property by Landlord. If the Lease should be
terminated, or the Lease Term should expire, or the Tenant shall be in default
hereunder, Landlord shall have the immediate right and thereafter to reenter the
Premises and to remove all persons and property therefrom. Such property may be
stored in a public warehouse or elsewhere at the cost of, and for the account of
Tenant, all without service of notice or resort to legal process (all of which
Tenant expressly waives). In such event, Landlord shall not be deemed guilty of
trespass or become liable for any loss or damages which may be occasioned
thereby. In addition, Landlord may sell the same at public or private sale after
giving Tenant reasonable notice of the time and place of any such sale. Unless
otherwise required by law, notice to Tenant of such sale shall be deemed
sufficient if given in the manner prescribed in this Lease at least ten (10)
days before the time of the sale. Any public sale made hereunder shall be deemed
to have been conducted in a commercially reasonable manner if held in the
Premises or Property after the time, place and method of sale and a general
description of the types of property to be sold have been advertised in a daily
newspaper published in the county where the Building is located. Landlord or its
assigns may purchase Tenant's property at a public sale and, unless prohibited
by law, at a private sale. The proceeds from any such disposition, less any and
all expenses connected with the taking of possession, holding and selling of the
property (including reasonable attorneys' and paralegals' fees and other costs
and expenses), shall be applied as a credit against the indebtedness secured by
the lien and security interest granted-herein. Any surplus shall be paid to
Tenant or as otherwise required by law. Tenant shall immediately pay any
deficiency.
12.6 Landlord's Rights. The rights and remedies granted herein to
Landlord are distinct, separate and cumulative remedies, and the exercise of any
of them shall not be deemed to exclude Landlord's right to exercise any or all
of the others. All charges payable by Tenant under the terms of the Lease shall
be deemed Rent for the purpose of Landlord exercising its remedies.
13. Holdover by Tenant. If Tenant should remain in possession of the
Premises after the expiration of the Lease Term and without executing a new
lease, then such holding over shall be construed as a tenancy at sufferance at a
Base Rent double that set forth in Section 1.1 hereof, and subject to all other
condition, provisions and obligations of this Lease, which tenancy shall be
terminable at any time by notice of termination given by Landlord to Tenant.
Tenant indemnifies and holds harmless from and against all claims made by any
succeeding Tenant of said Leased Premises against Landlord on account of delay
of Landlord in delivering possession of said Leased Premises to said succeeding
Tenant so far as such delay is occasioned by Tenant's holdover.
Under the provisions of section 83.20(3) of the Florida Statutes, the
parties expressly agree that the ten (10) day notice period set forth in section
12.1.3 hereof shall satisfy the notice period set forth in section 83.20(3) of
the Florida Statutes.
14. Landlord's Right to Cure Defaults. Landlord may, but shall not be
obligated to, cure at any time without notice, any default by the Tenant under
this Lease; and whenever the Landlord so elects, all costs and expenses incurred
by the Landlord in curing such default, including, without limitation,
reasonable attorneys' fees, together with interest on the amount of costs and
expenses so incurred at the then maximum lawful rate, shall be paid by Tenant to
Landlord on demand and shall be recoverable as Additional Rent.
15. Waiving of Rights. No waiver of any covenant or condition or of the
breach of any covenant or condition of the Lease shall be taken to constitute a
waiver of any subsequent breach of such covenant or
12 Initial: Landlord
--------
Initial: Tenant
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condition nor to justify or authorize the nonobservance on any other occasion of
the same or of any other covenant or condition hereof, nor shall the acceptance
of rent by Landlord at any time when Tenant is in default under any covenant or
condition hereof be construed as a waiver of such default or of Landlord's right
to terminate the Lease on account of such default, nor shall any waiver or
indulgence granted by Landlord to Tenant be taken as an estoppel against
Landlord, it being expressly understood that if at any time Tenant should be in
default in any of its covenants or conditioners hereunder, an acceptance by
Landlord of Rent during the continuance of such default or the failure on the
part of Landlord promptly to avail itself of such other rights or remedies as
Landlord may have shall not be construed as a waiver of such default, but
Landlord may at any time thereafter, if such default continues, terminate the
Lease on account of such default. Notwithstanding anything to the contrary
contained herein, subsequent acceptance by Landlord of Rent payments due
hereunder shall not be deemed to be a waiver by Landlord of any preceding breach
by Tenant of any terms, covenants, or conditions of this Lease, even if such
payment is marked "paid in full" or some similar phrase of like import. In
addition, if Tenant defaults in the payment of Rent and such Rent is accelerated
in accordance with the terms of this Agreement, the full amount of the
accelerated Rent shall be deemed to be the amount of Rent past due.
16. Estoppel Certificate.
---------------------
16.1 Tenant shall at any time upon not less than ten (10) days' prior
written notice from Landlord execute, acknowledge and deliver to Landlord a
statement in writing; (i) certifying that the Lease is unmodified and in full
force and effect (or, if modified, stating the nature of such modification and
certifying that the Lease, as so modified, is in full force and effect) and the
date to which the rent and other charges are paid in advance, if any; (ii)
acknowledge that there are not, to Tenant's knowledge any uncured defaults on
the part of Landlord, or specifying such defaults if any are claims; (iii) state
the dates through which the Rent and other payments have been paid; (iv) state
the amounts, if any, paid by Tenant as advance Rent and/or Security Deposits;
(v) state such other information as may be reasonable requested by Landlord; and
(vi) otherwise be in a form reasonably acceptable to Landlord. Any such
statement may be conclusively relied upon by any prospective purchaser or
existing or prospective encumbrancer of the Premises.
16.2 At Landlord's option, Tenant's failure to deliver such statement
within such time shall be a material breach of the Lease or, at Landlord's
option, shall be conclusive upon Tenant; (i) that the Lease is in full force and
effect, without modification except as may be represented by Landlord; (ii) that
there are no uncured defaults in Landlord's performance; and (iii) that not more
than one (1) month's rent has been paid in advance.
16.3 If Landlord desires to finance, refinance, or sell the Premises,
or any part thereof. Tenant hereby agrees to deliver to any lender or purchaser
designated by Landlord such financial statements of Tenant as may be reasonably
required by such lender or purchaser. All such financial statements shall be
received by Landlord and such lender or purchaser in confidence and shall be
used only for the purposes herein set forth.
16.4 Tenant hereby irrevocably appoints Landlord its attorney-in-fact
for purposes of executing such estoppel certificate in its name, place, and
stead, if Tenant fails to do so within such ten (10) day period.
17. Notices. Any notice or demand from Landlord to Tenant or from
Tenant to Landlord shall be in writing and shall be deemed duly delivered if
mailed by registered or certified mail, return receipt requested, addressed, if
to Tenant at the address of Tenant or such other address as Tenant shall have
last designated by written notice to Landlord; if to Landlord, at the address of
Landlord or such other address as Landlord shall have last designated by written
notice to Tenant. A copy of any notices to Landlord shall also be delivered to
Landlord's Agent. For the purposes of this section, said addresses shall be
those listed in Section 1.1 of this Lease and notices to Tenant prior to
occupying the Premises shall be delivered to Tenant's current address and
following occupancy of the Premises, notices shall be delivered to Tenant at the
Premises. Notices shall be deemed delivered when mailed in the manner prescribed
above, delivered by hand or delivered by a nationally recognized overnight
delivery service, and addressed as described above.
18. Applicable Law and Construction. The laws of the State of Florida
shall govern the validity, performance and enforcement of this Lease. The
invalidity or unenforceability of any provision of this Lease shall not affect
or impair any other provision. All negotiations considerations representations
and understandings between the parties are incorporated in this Lease.
19. Cancellations. If Landlord shall be unable to deliver the Premises,
Landlord shall notify Tenant of such fact, and upon such notice to Tenant, this
Lease shall cease and be deemed canceled as of the date. Upon any such
cancellation, this Lease shall be of no further force or effect and neither
party shall have any right or claim hereunder against the other except that
Landlord shall be required to return to Tenant, upon such cancellation, the
Security Deposit and the monthly installment of the Rent as deposited upon the
execution of this Lease. Tenant shall not be entitled to interest on such sum.
Initial: Landlord
13 --------
Initial: Tenant
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20. Subordination
-------------
20.1 Subordinate to Mortgage. This Lease is subject and subordinate to
any ground lease, mortgage, deed of trust, or any other hypothecation for
security which may now or hereafter encumber or affect the real property on
which the Premises are located, and to any and all advances made on the
security thereof, and to all renewals, modifications, consolidations,
replacements and extensions thereof. In confirmation of such subordination, the
Tenant shall promptly execute any certificate that the Landlord may request, and
failure to do so shall constitute a default hereunder. Tenant hereby constitutes
and appoints Landlord as Tenant's attorney-in-fact to execute any such
certificate or certificates for and on behalf of Tenant.
20.2 Non-cancellation of Lease. At the option of Landlord, or any
successor Landlord or the holder of any mortgage affecting the Premises, Tenant
agrees that neither the foreclosure of a mortgage affecting the Premises nor the
institution of any suit, action, summary or other proceeding against Landlord
herein, or any successor Landlord or any foreclosure proceeding brought by the
holder of any such mortgage to recover possession of such property shall, by
operation of law or otherwise, result in the cancellation or termination of this
Lease or the applications of Tenant hereunder, and upon the request of any such
Landlord, successor Landlord or the holder of such mortgage, Tenant covenants
and agrees to execute an instrument in writing satisfactory to such Landlord,
successor Landlord, or to the holder of such mortgage, or to the purchaser of
the mortgaged premises in foreclosure, whereby Tenant attorns to such successor
in interest.
21. Landlord's Liability. The liability under this Lease of Landlord shall be
limited solely to Landlord's interest in the Premises; and Tenant, its
successors and assigns hereby waive all rights to proceed against Landlord, and
partners of Landlord and any of the officers, shareholders, directors, agents,
or representatives of Landlord and its partners. Tenant agrees that no judgment
arising from any default of Landlord's agreements under the terms of this Lease
or by reason of any willful or negligent act of Landlord, its employees or
agents shall constitute a lien against any property of any principal of the
Landlord, or any property of such principal's family, devisees or heirs. The
term "Landlord," as used in this Section shall mean that Landlord shall only be
considered the Landlord under this Lease while the Landlord is Owner of the
Premises, and in the event of any transfer of such title or interest, Landlord
(and in case of any subsequent transfers, the then grantor) shall be relieved
from and after the date of such transfer of all liability with respect to
Landlord's obligations under this Lease, provided that any funds in the hands of
Landlord (or the then grantor at the time of such transfer) in which Tenant has
an Interest, shall be delivered to the grantee.
The obligations contained in this Lease to be performed by Landlord
shall, subject to the foregoing, be binding on Landlord's successors and assigns
only during their respective periods of ownership.
22. No Oral Changes. This Lease shall not be changed or terminated orally, but
only upon an agreement in writing signed by the parties hereto.
23. Representations by Landlord. The Landlord or the Landlord's agents have made
no representations, warranties or promises with respect to the Premises or the
Building or the suitability of the Premises for the Tenant's intended use,
except as herein expressly set forth. This Lease specifically supersedes any
prior written or oral communications between Landlord and Tenant or any of their
agents.
24. Parking. The Tenant shall be entitled to park in common with other Tenants
of Landlord. Tenant agrees not to overburden the parking facilities and agrees
to cooperate with Landlord and other Tenants in the use of the parking
facilities. Tenant shall, within five (5) days after written request by
Landlord, furnish Landlord with the state automobile license numbers assigned to
its cars and the cars of all its employees. Landlord reserves the right, in its
absolute discretion, to allocate parking spaces among Tenant and other Tenants,
or to assign parking. Vehicles shall be parked only in striped parking spaces
and not in driveways, loading areas or other locations not specifically
designated for parking. The Tenant shall comply with all rules and regulations
which may be hereafter promulgated by Landlord with respect to parking
facilities.
25. Brokerage Claims. Landlord is being represented by Landlord's Authorized
Agent. Tenant warrants that it has had no dealings with any broker or agent in
connection with this Lease other than the brokerage company(ies) listed in
Section 1.1 hereof and covenants to pay, hold harmless, and indemnify Landlord
from and against any and all costs, expenses, or liability, including reasonable
attorneys' fees incurred, for any compensation, commissions, and charges claimed
by any other broker or agent with respect to this Lease or the negotiation
thereof.
26. Recording of Lease. This Lease shall not be recorded by Tenant. However, it
may be recorded by Landlord at Landlord's option. If this Lease is recorded by
Tenant without the written consent of Landlord, then this Lease may, at any
time, without notice and whenever Landlord so elects, be declared by Landlord
null and void.
27. Mortgagee Protection. Tenant agrees to give any mortgagees and/or trust deed
holders, by registered mail, a copy of any Notice of Default served upon the
Landlord, provided that prior to such Notice, Tenant has been notified, in
writing (by way of Notice of Assignment of Rents and Leases, or otherwise), of
the addresses of such mortgagees and/or trust deed holders. Tenant further
agrees that if Landlord shall have failed to cure such default withnin the time
provided for in this Lease, then the
14 Initial: Landlord
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Initial: Tenant
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mortgagees and/or trust deed holders shall have an additional thirty (30) days
within which to cure such default, or if such default, cannot be cured within
that time, then such additional time as may be necessary if within such thirty
(30) days any mortgagee and/or trust deed holder has commenced and is diligently
pursuing the remedies necessary to cure such default (including, but not limited
to, commencement of foreclosure proceedings, if necessary to effect such cure),
in which event this lease shall not be terminated while such remedies are being
so diligently pursued.
28. Joint Obligation. If there is more than one Tenant, the obligations
hereunder imposed upon Tenant shall be joint and several.
29. Attorneys' Fees, Expenses and Interest. If Tenant shall default in the
observance or performance of any term or covenant on Tenant's part to be
observed or performed under or by virtue of any of the terms or provisions of in
any article of this Lease, then, unless, otherwise provided elsewhere in this
Lease, Landlord may immediately or at any time thereafter and without notice
perform the obligation of Tenant thereunder, and if Landlord, in connection
therewith or in connection with any default by Tenant in the covenant to pay
rent hereunder, makes any expenditures or incurs any obligations for the payment
of money, including but not limited to attorney's fees, in instituting,
prosecuting or defending any action or proceeding, such sums so paid or
obligations with interest at the highest allowable rate, and costs shall be
deemed to be Additional Rent hereunder and shall be paid by Tenant to Landlord
within five (5) days of rendition of any xxxx or statement to Tenant
therefore, and Landlord may immediately apply and retain Tenant's Security
Deposit or any portion thereof against same. If Tenant's lease term shall have
expired at the time of making such expenditures or incurring of such
obligations, such sums shall be recoverable by Landlord as damages. Whenever
provision is made in this lease for "attorney's fees", such term shall be deemed
to include reasonable accountant's and attorney's fees and court cost, whether
or not litigation is commenced, including those for appellate proceedings and
for paralegals and similar persons. Landlord and Tenant agree that the
prevailing party in any suit between the two parties shall be entitled to
recover reasonable costs, expenses, charges and fees including attorneys fees
from the other party.
30. Successors and Assigns. The covenants, conditions and agreements contained
in this Lease shall bind and inure to the benefit of Landlord and Tenant and
their respective permitted heirs, distributes, executors, administrators,
successors, and except as otherwise provided in this Lease, their assigns.
31. Time of Essence. Time shall be of the essence with regard to the payment of
all Rent and Additional Rent, and the performance of each and every of the
terms, conditions and covenants set forth herein on the part of the Tenant to be
performed.
32. Relocation. Landlord reserves the option, in its sole discretion, to
relocate Tenant to other premises in the Property, at the Landlord's expense,
upon no less than sixty (60) days' written notice. Such new premises shall be
of similar size and shall be improved in a similar manner as the premises
originally let to Tenant. Tenant's refusal to accept such new premises shall
constitute a material default under the Lease and shall entitle Landlord, in its
sole discretion, to terminate the Lease, upon no less than sixty (60) day's
written notice, in which event Tenant shall be deemed to have waived any action
against Landlord for any damages in any way connected with such termination, and
Tenant shall proceed to complete its business in the Property in accordance with
the terms of this paragraph.
33. ADA. The Landlord and the Tenant do hereby acknowledge and agree that
effective January 26, 1992, the Americans with Disabilities Act (hereinafter
referred to as "ADA" is in full force and effect and is applicable to the
Premises pursuant to action passed by the United States Congress. The ADA,
including each of the four (4) Titles of the Act, is designed to regulate and
allow for the equal accessibility of the disabled and impaired person or persons
within the Premises or the Property of which the Premises are a part The Tenant
does hereby agree that Tenant shall be solely responsible for compliance with
all ADA regulations, standards and codes as set forth in said legislation within
the Premises during the Term and any renewal terms of this Lease Agreement, With
respect to the Premises, the Tenant does hereby indemnify the Landlord against
any fines, litigation or liens that may result from the Landlord's or Tenant's
noncompliance with any and all ADA-related regulations or standards as set forth
therein. The Landlord shall not be responsible for any legal, civil or criminal
action taken by any individual, firm or governmental authority relating to the
non-compliance with any and all ADA-related regulations or standards.
34. Titles and Interpretation. The titles to the sections of this Lease have
been inserted only for the convenience of the Landlord and Tenant in referring
to the provisions hereof, and are not a part of the terms conditions and
covenants. Each section will he construed according to its text without
reference to the title. Whenever required by the context of this Lease, the
singular shall include the plural and the plural shall include the singular. The
masculine, feminine and neuter genders shall each include the other. In any
provision relating to the conduct, acts or omissions of Tenant, the term
"Tenant" shall include Tenant's agents, employees, contractors, invitees,
successors or others using the Premises with Tenant's expressed or implied
permission.
35. Severability. If any clause or provision of this Lease is illegal, invalid
or unenforceable under present or future laws effective during the term of this
Lease, then and in that event, it is the intention of the parties hereto that
the remainder of this Lease shall not be affected thereby.
15 Initial: Landlord
--------
Initial: Tenant
--------
36. Waiver of trial by Jury. IT IS MUTUALLY AGREED BY AND BETWEEN LANDLORD AND
TENANT THAT THE RESPECTIVE PARTIES HERETO SHALL, AND THEY HEREBY DO, WAIVE TRIAL
BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER OF THE
PARTIES HERETO AGAINST THE OTHER ON ANY MATTER WHATSOEVER ARISING OUR OF OR IN
ANY WAY CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT,
TENANTS USE OF OR OCCUPANCY OF THE PREMISES, ANY PROPERTY DAMAGES OR PERSONAL
INJURY ARISING FROM ANY OF THE FOREGOING, AND ANY EMERGENCY OR ANY OTHER
STATUTORY REMEDY. IT IS FURTHER MUTUALLY AGREED THAT IN THE EVENT LANDLORD
COMMENCES ANY PRIMARY PROCEEDING FOR POSSESSION OF THE PREMISES, TENANT SHALL
NOT FILE ANY COUNTERCLAIM OF ANY KIND, NATURE, OR DESCRIPTION WHATSOEVER IN ANY
SUCH PROCEEDING, BUT THE TENANT SHALL HAVE THE RIGHT TO MAINTAIN A SEPARATE
AND DISTINCT PROCEEDING, WHICH SHALL NOT BE CONSOLIDATED WITH THE EVICTION
PROCEEDING WITH RESPECT TO SUCH CLAIM. THE LANDLORD MAY MAINTAIN, IN THE SAME
ACTION WITH THE EVICTION OR IN A SEPARATE ACTION, A CLAIM FOR MONEY DAMAGES. BUT
THE INSTITUTION OF SUCH ACTION FOR MONEY DAMAGES SHALL IN NO WAY OR MANNER
INTERFERE WITH OR AFFECT THE LANDLORD'S RIGHT TO USE THE SUMMARY EVICTION
PROCEEDINGS OR TO OBTAIN FINAL JUDGMENT OR OTHER RELIEF RELATING TO THE
EVICTION.
37. Quiet Possession. Upon Tenant paying the Rent reserved hereunder and
observing and performing all of the covenants, conditions and provisions on
Tenant's part to be observed and performed hereunder, Tenant shall have quiet
possession of the Premises for the entire term hereof.
38. Force Majeure. If Landlord cannot perform any of its obligations due to
events beyond Landlord's control, the time provided for performing such
obligations shall be extended by a period of time equal to the duration of such
events. Events beyond Landlord's control include, but are not limited to acts of
God, war, civil commotion, labor disputes, strikes, fire, flood or other
casualty, shortages of labor or material, governmental regulation or restriction
and weather conditions.
39. Radon Gas - Notice. 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 may be obtained from
your county public health unit, pursuant to S404.056 (8), Florida Statutes.
40. Integration, Modification and Waiver. This Instrument contains all the
agreements and conditions made between the parties hereto and may not be
modified, changed, or terminated, in whole or in part, orally, or in other
manner than by an agreement in writing, signed by all parties hereto or their
respective successors in interest. The receipt of rent by Landlord with
knowledge of any breach of this lease by Tenant, or of any default on the part
of the Tenant in the observance or performance of any of the conditions or
covenants of this Lease, shall not be deemed to be a waiver of any provision of
this Lease. No waiver of any default on the part of Tenant nor any extension of
time by landlord to Tenant for any purpose whatsoever shall be held or deemed to
be a waiver of any of the terms of this Lease or any default thereafter
occurring, and no termination of this Lease in any manner shall affect the
rights of the parties against each other as of the time of such termination. If
Tenant makes any payment of any amount less than that due hereunder Landlord
without notice may accept the same as a payment on account; the Landlord shall
not be bound by any notation on any check involving such payment nor any
statement in any accompanying letter. No failure on the part of Landlord to
enforce any covenant or provision herein contained, nor any waiver of any right
hereunder by Landlord, unless in writing, shall discharge or invalidate such
covenant or provision or affect the right of Landlord to enforce the same in the
event of subsequent breach or default. The receipt by Landlord of any rent or
other sum of money or any other consideration hereunder paid by Tenant after the
termination in any manner, of the term herein demised or after the giving by
Landlord of any notice hereunder to effectuate such termination, shall not
reinstate, continue, or extend the term herein demised, or destroy, or in any
manner impair the efficacy of any such notice of termination as may have been
given hereunder by Landlord to Tenant prior to the receipt of any such sum of
money or other consideration, unless so agreed to in writing and signed by the
Landlord. Neither the acceptance of keys nor any other act or thing done by
Landlord, its agents or employees, during the term herein demised shall be
deemed to be an acceptance of a surrender of the Premises excepting only an
agreement in writing signed by the Landlord accepting or agreeing to accept such
a surrender. Any right herein granted to the Landlord to terminate this Lease
shall apply to any extension or renewal of the term herein demised, and the
exercise of any such right during the term herein demised shall terminate any
extension or renewal of the term herein demised, and any right on the part of
the Tenant thereto. No act or conduct of any nature or character on the part of
Landlord, its agents or employees, other than an agreement in writing signed by
the Landlord, shall be construed as a waiver of the provision of this paragraph
irrespective of any circumstances existing at the time of such act or conduct.
Regardless of any other understanding this Lease is not to be considered
effective until fully executed by both Landlord and Tenant.
16 Initial: Landlord
--------
Initial: Tenant
--------
IN WITNESS WHEREOF, the Landlord and the Tenant have hereunto executed
this Lease as of the day and year first above written. Individuals signing on
behalf of a principal warrant that they have the authority to bind their
principals. This Leases shall be binding upon the undersigned, and the
successors, heirs, executors and administrator of the undersigned, and shall
inure to the benefit of the Landlord, and its successors and assigns. Each party
has participated fully in the negotiation and preparation of this Lease, with
full benefit of counsel. Accordingly, this Lease shall not be more strictly
construed against either party.
Signed, sealed and delivered in LANDLORD: WLAB Limited Partnership
the presence of: a Florida Limited Partnership
BY: Nova Marketing & Development
------------------------------ BY: /s/ Xxxx X. XxXxxxxx
Print Name Above ------------------------------
Xxxx X. XxXxxxxx
BY: Title: President
-------------------------- ----------------------------
----------------------------- Date: 7/11/00
Print Name Above ------------------------------
TENANT: METHOD PRODUCTS CORP.
BY: Xxxxx Xxxxxxxxx BY: Xxxx Xxxxxxxxx
------------------------- -------------------------------
Xxxx Xxxxxxxxx
Xxxxx Xxxxxxxxx
---------------------------- Title: CEO
Print Name Above ---------------------------
BY: Dated: 6/13/00
-------------------------- ----------------------------
----------------------------
Print Name Above
17 Initial: Landlord
--------
Initial: Tenant
--------
EXHIBIT "A"
BETWEEN WLAB LIMITED PARTNERSHIP
AND
METHOD PRODUCTS CORP.
[GRAPHIC OMMITTED]
WHISPERING LAKES BLDG. A & B
EXHIBIT "B"
WORK LETTER
BETWEEN WLAB LIMITED PARTNERSHIP
AND
METHOD PRODUCTS CORP.
Pursuant to Section 3.1 of the above-referenced Lease between the
parties Landlord and Tenant have attached hereto an approved Space Plan. A
description of the work to be performed to the premises and whether Tenant or
Landlord, shall be responsible for the expense is as follows:
References EXHIBIT "B" continued.
Landlord will re-carpet, repaint, and replace all ceiling tiles in the premises.
Landlord will use its standard materials. All HVAC, electric, doors, doorknobs,
windows and plumbing shall be in good working order at the time of occupancy.
Landlord will create a warehouse area in the rear of #400 with a rear
doubledoor.
Landlord will create 3 offices and redo the reception as shown on plan Exhibit B
continued.
In no way will the costs for these improvements exceed $90,000.00 and if so
Tenant agrees to pay any amount over $90,000 upon invoice to Landlord.
No verbal agreements made to Tenant will he honored and this Lease and Addendum
shall govern and supersede any non-written agreement.
Signed, sealed and delivered in LANDLORD: WLAB Limited Partnership
the presence of: a Florida Limited Partnership
BY: Nova Marketing & Development
BY: General Partner
----------------------------
------------------------------ BY: /s/ Xxxx X. XxXxxxxx
Print Name Above ------------------------------
Xxxx X. XxXxxxxx
BY: Title: President
-------------------------- ----------------------------
----------------------------- Date: 7/11/00
Print Name Above ------------------------------
TENANT: METHOD PRODUCTS CORP.
BY: Xxxxx Xxxxxxxxx BY: Xxxx Xxxxxxxxx
------------------------- -------------------------------
Xxxx Xxxxxxxxx
Xxxxx Xxxxxxxxx
---------------------------- Title: CEO
Print Name Above ---------------------------
BY: Dated: 6/13/00
-------------------------- ----------------------------
----------------------------
Print Name Above
EXHIBIT "B" continued
Floor plan
BETWEEN WLAB LIMITED PARTNERSHIP
AND
Method Products Corp.
[Graphic Omitted]
EXHIBIT "C"
ADDENDUM TO LEASE DATED May 26, 2000
BETWEEN WLAB LIMITED PARTNERSHIP
AND
METHOD PRODUCTS CORP.
Pursuant to Section 2.2 of the above-referenced Lease between the
parties, Landlord and Tenant hereby acknowledge each to the other that the Lease
Term has commenced or shall commence on __________________ and that the Lease
Term shall expire on _______________ that the Tenant is possession of the
Premises and is paying the Rent and all other charges hereunder; that the Tenant
has no claims, defenses, set-offs or counterclaims against the Landlord; that
all work to be performed by Landlord per Exhibit "B" of the Lease has been
completed, and that all other aspects of the premises are in satisfactory
condition with any exceptions attached hereto (the exceptions must be in
writing, attached hereto, and signed by Landlord or Landlord's Agent and
Tenant); and that the Tenant is responsible for maintaining the Premises in
accordance with the lease agreement.
Should the individual executing this Exhibit "C" not be the same individual that
executed the Lease document, it is understood that the individual executing this
Exhibit "C" is an authorized officer of the company and/or authorized to execute
this Exhibit.
DO NOT SIGN UNTIL OCCUPANCY BY TENANT
Signed, sealed and delivered in LANDLORD: WLAB Limited Partnership
the presence of: a Florida Limited Partnership
BY- Nova Marketing & Development
------------------------------ BY: /s/ Xxxx X. XxXxxxxx
Print Name Above ------------------------------
Xxxx X. XxXxxxxx
BY: Title: President
-------------------------- ----------------------------
----------------------------- Date:
Print Name Above ------------------------------
TENANT: METHOD PRODUCTS CORP.
BY: BY: Xxxx Xxxxxxxxx
------------------------- -------------------------------
Xxxx Xxxxxxxxx
---------------------------- Title: CEO
Print Name Above ---------------------------
BY: Dated:
-------------------------- ----------------------------
----------------------------
Print Name Above
Initial: Landlord
Initial: Tenant
EXHIBIT "D"
RENT AND ALL OTHER RENTAL CHARGES
BETWEEN WLAB LIMITED PARTNERSHIP
AND
METHOD PRODUCTS CORP.
A. Year One Rental Charges
Annual Cost
Yearly Per Sq Ft. Monthly
------- --------- -------
Base Rent (Year One) $91,440.00 $12.00 $7,620.00
Operating Expenses 25,146.00 $ 3.30 $2,095.50
2000 (ESTIMATED)
Sales Tax $ 6,995.16 $ .92 $ 582.93
Total Amount Due $123,581.16 $16.22 $10,298.43
B. Subsequent Years Base Rent
Base Rent (Year 2) $91,440.00 $12.00 $7,620.00
Base Rent (Year 3) $94,183.20 $12.36 $7,848.60
Base Rent (Year 4) $97,002.60 $12.73 $8,083.55
Base Rent (Year 5) $99,898.20 $13.11 $8,324.85
C. Option to Expand into bay A /700,
------------------
Note: The per-square foot additional costs listed below are for if Tenant
exercises it's option to expand its premises into A/700. The A/700 annual cost
will be owed in addition to the total rental owed by Tenant for bays A/400- 600
under this lease.
A/700 Annual Cost
Yearly Per Sq Ft. Monthly
------- --------- -------
Base Rent (Year 1) $26,635.80 $10.30 $2,219.65
Base Rent (Year 2) $27,437.46 $10.61 $2,286.46
Base Rent (Year 3) $28,264.98 $10.93 $2,355.42
Base Rent (Year 4) $29,092.50 $11.25 $2,424.38
Initial: Landlord
Initial: Tenant
EXHIBIT "E"
ADDENDUM TO LEASE DATED May 26, 2000
BETWEEN WLAB LIMITED PARTNERSHIP
AND
METHOD PRODUCTS CORP.
Any conflict between this Lease and this Addendum, this Addendum shall supercede
and govern.
Landlord's A/C Warranty.
-------------------------
The Landlord shall be responsible for the replacement of the air conditioning
compressor(s) and/or the replacement of the entire air conditioning system, if
(i) the respective replacement is required in the Landlord's reasonable
discretion, (ii) the Tenant has maintained an air conditioning maintenance
contract on the entire air conditioning system (the agreement shall be for a
minimum of quarterly Inspections) throughout the Lease Term, and (iii) the
respective replacement is not needed due to any negligent act of the Tenant.
Tenant shall notify Landlord in writing if Tenant believes the compressor(s) or
entire system need to be replaced and Landlord shall have a reasonable period of
time to inspect the compressor(s) or entire system (not to exceed two (2)
business days) and if, in Landlord's reasonable judgment, the compressor(s) or
entire system need to be replaced, the Landlord shall make the respective
replacement in a reasonable period of time, and at Landlords expense.
Tenant will pay $11,422.51 upon Tenant signing lease, and $21,720.93 for first
and last months rent within three business days after Landlord receives a
certificate of occupancy for said improvements and Landlord has given Tenant
permission to take occupancy.
In no way will tenant be permitted occupancy until Landlord has received all
payments and the funds have cleared.
In regards to section 6.1 on line 2 insert the word "reasonably" before
acceptable
In regards to section 7.3 on line 12 insert the word "reasonably" before
attorneys'
In regards to section 7.1.7 on line one add the word "reasonable" before the
word costs
In regard to section 11 on line 18 insert the word "reasonably" before the word
attorneys'
In regards to section 12.4 on the last line insert the word "reasonably" before
attorneys'
In regards to section 7.1.5 on the last line, change the word "deemed" to
"alleged in such suit" and add after the word negligent, "and to have engaged in
willful misconduct."
In regards to section 7.1.6 on line four replace the word, "wise" with `way" and
on line six of 9.1
In regard to section 9.2 on line two after the word occupation insert, "and the
full use contemplated hereunder."
In regards to section 8.3 Tenant will be doing a merger or Reverse Merger with a
company called Arielle Corp. At the time of the completion of the merger Method
Products Corp. will be the surviving entity even though it has given the
majority shares.
Option to Expand
----------------
Tenant will have the option to expand into Bay A/700 (+/- 2,573 square feet) at
the time it becomes available. Landlord will notify tenant when A/700 becomes
available. Tenant will respond to the Landlord in writing that it wants to
exercise this option to expand within three business days or this expansion
option will be null and void. If Tenant exercises this option than Tenants
square footage and building percentage will increase to +/-10,193 square feet
and 11.30% respectfully. Tenant will pay all additional rental for 11.30% of
the building in addition to base rent.
After Tenant has exercised its option Tenant will have 120 days to complete
carpet and painting of A/700 and be reimbursed by Landlord. Upon completion of
carpeting and painting, Tenant will notify Landlord and Landlord will inspect
said work and if acceptable Landlord will reimburse Tenant within 30 days after
inspection, release of lien from contractors, and approval by Landlord. Tenant
agrees to use materials that are equal to the Landlords standard for said
building.
Landlord will reimburse Tenant up to $5.000.00 upon satisfactory completion.
If Tenant plans to do any improvements at Tenant's expense or to be reimbursed
by Landlord than any improvements to be performed by Tenant must be done in a
workmanlike manner and completed in accordance with all governmental
regulations.
Tenant must provide Landlord with the following information prior to
commencement of any construction:
(a) A complete set of plans
(b) A copy of Tenant's building permit
EXHIBIT "E" continued for the lease dated May 26, 2000
(c) A Certificate of Insurance from all your General Contractors
which depicts the Landlord and its agents as additionally
insured.
(d) A list of the Sub-contractors who will be providing materials
and/or services to your premises.
(e) Prior to commencement of construction, Tenant will need to
provide a construction dumpster for the disposal of all
construction materials. Our building dumpster can not be
used for this purpose.
Upon Completion Of Construction:
(a) A copy of the Certificate of Occupancy.
(b) Copy of final release of lien
Signed, sealed and delivered in LANDLORD: WLAB Limited Partnership
the presence of: a Florida Limited Partnership
BY: Nova Marketing & Development
BY: General Partner
----------------------------
------------------------------ BY: /s/ Xxxx X. XxXxxxxx
Print Name Above ------------------------------
Xxxx X. XxXxxxxx
BY: Title: President
-------------------------- ----------------------------
----------------------------- Date: 7/11/00
Print Name Above ------------------------------
TENANT: METHOD PRODUCTS CORP.
BY: Xxxxx Xxxxxxxxx BY: Xxxx Xxxxxxxxx
------------------------- -------------------------------
Xxxx Xxxxxxxxx
Xxxxx Xxxxxxxxx
---------------------------- Title: CEO
Print Name Above ---------------------------
BY: Dated: 6/13/00
-------------------------- ----------------------------
----------------------------
Print Name Above
