1
EXHIBIT 10.1
FACILITY LEASE AND AMENDMENT NO. 1
2
LEASE AGREEMENT
BETWEEN
CORPOREX PROPERTIES OF TAMPA, INC.
LANDLORD
AND
BBJ ENVIRONMENTAL SOLUTIONS, INC.
TENANT
3
LEASE AGREEMENT
CORPOREX PROPERTIES OF TAMPA, INC.
TAMPA, FLORIDA
This is a Lease Agreement dated this 18th day of April, 1994 by and
between CORPOREX PROPERTIES OF TAMPA, INC., a Florida corporation, hereinafter
called the "Lessor", and BBJ ENVIRONMENTAL SOLUTIONS, INC., a Florida
corporation, hereinafter called "Lessee."
WITNESSETH, that for and in consideration of the rent hereafter
reserved, and the covenants herein contained, the Lessor does hereby lease and
demise to the Lessee and said Lessee does hereby take and rent of Lessor, the
premises descried on Schedule 1 hereto, hereinafter referred to as the
"Premises", for the term as described on Schedule 1 hereto, or until such term
shall so cease and expire as hereinafter provided. The premises is located on a
parcel of land described on Schedule 1 hereto, hereinafter referred to as the
"developed parcel".
The Lessee agrees to pay the Lessor, as rent for each year of said term,
the amounts set forth on Schedule 1 hereto, payable without deduction or demand,
in equal monthly installments (hereinafter sometimes referred to as the "basic
rental"), in advance, on the first day of each calendar month during the term
hereof, the first installment payable on the execution of this Lease and the
remaining installments payable in advance on the first day of each and every
month during the said term at Corporex Properties of Florida, P.O. 550152,
Xxxxx, XX 00000 or to such other party and at such other address as said Lessor
may from time to time designate to Lessee in writing. In the event Lessee fails
to pay the basic rental hereinbefore reserved within ten (10) days of the due
date, Lessee shall promptly pay to Lessor a service charge of five percent (5%).
At the beginning of and for each lease year, as hereinafter defined,
after the first rental of this Lease until this Lease is terminated as
hereinafter set forth, the monthly basic rental shall be adjusted and changed as
follows:
If the term of this Lease shall commence on a day other than the first
day of a calendar month, rent shall be paid in advance at the rate above
specified for the remaining portion of the month in which the term commenced. If
Lessor shall be unable to give possession of the premises on the date of the
commencement of the term hereof by reason of the fact that the premises are
located in a building being constructed and which has not been sufficiently
completed to make the premises ready for occupancy, or if the Lessor is unable
to give possession of the premises ready for occupancy, or if the Lessor is
unable to give possession of the premises on the date of commencement of the
term hereof by reason of the holding over or retention of possession of any
tenant, or if repairs, improvements, or decoration of the premises, or of the
building of which the premises form a part, are not completed, or for any other
reason, Lessor shall not be subject to any liability for the failure to give
possession on said date. Under
4
such circumstances the rent reserved and covenanted to be paid herein shall not
be subject to any liability for the failure to give possession on said date.
Under such circumstances the rent reserved and covenanted to be paid herein
shall not commence until the possession of premises is tendered by Lessor with
Lessor's certification to Lessee that same are ready for occupancy. Should
tender of possession of premises by later or earlier than the beginning date
named above, then in that event, the beginning and ending dates of this Lease
shall be adjusted, by letter from Lessor to Lessee, to conform to date of such
tender of possession just as if the same had been originally named as the
beginning date, and this Lease shall run for its full term from the date of such
tender of possession. No such failure to give possession on the date of
commencement of the term shall in any other respect affect the validity of this
Lease or the obligations of Lessee hereunder. If permission is given to Lessee
to enter into the possession of the premises or to occupy premises other than
the premises prior to the date specified as the commencement of the term of this
Lease, Lessee covenants and agrees that such occupancy shall be deemed to be
under all the terms, covenants, conditions, and provisions of this Lease. Lessee
shall at any time during the term of this Lease, upon ten (10) days prior notice
by Lessor, execute and deliver to Lessor or to Lessor's mortgagee a Certificate
of Estoppel.
Lessee has deposited with Lessor as security for Lessee's performance of
all of Lessee's obligations hereunder the security deposit specified in Schedule
I hereto, which Lessor shall hold without interest due Lessee If at any dine
during the term of this Lease, Lessee shall default in the payment of rent,
lessor may apply said security deposit to cure the default, the right to so
apply being hereby expressly granted to Lessor. In such event, Lessee shall
restore said deposit to the original amount with ten (10) days after demand
therefore by Lessor or its Agent In the event said deposit is not used or used
up as provided for above, then said deposit shall be returned to Lessee after
termination of this Lease and an inspection of the building by Lessor or its
Agent establishing that the building is being surrendered to the Lessor in
substantially the same condition in which it was received by the Lessee,
ordinary wear and tear excepted.
AGREEMENTS AND COVENANTS OF LESSOR:
The Lessor hereby covenants and agrees as follows:
(1) To permit the Lessee quiet enjoyment of possession of
the premises during the term of this Lease, or for so
long as Lessee shall pay the rent aforesaid and carry
out all other obligations herein made binding upon
the Lessee
(2) That the heating, plumbing, electrical,
air-conditioning and sprinkler systems in the
premises will be in good working order and condition
at the beginning of the term of this Lease. Upon
tender by Lessor to Lessee of the above mentioned
equipment in good working order, Lessee shall
thereafter by solely responsible for all maintenance,
repairs, and replacements required therefor during
the full term of this Lease, as hereinafter provided
in paragraph (8) of "Agreements and Covenants of
Lessee".
(3) To maintain in good condition and repair the
foundation, roof (excluding skylights and signs), and
exterior masonry walls of the premises, as well as
5
pipes and conduits located beyond the boundaries of
the premises; and to make all repairs becoming
necessary by reason of any structural defects in the
premises; provided, however, that Lessor shall not be
required to make any repairs necessitated by reason
of any act of omission of Lessee, or its employees,
agents, licenses, invitees, or anyone claiming under
Lessee, or caused by any alteration, addition, or
improvement made by Lessee or anyone claiming under
Lessee, and that if Lessor does make any such repairs
Lessee shall promptly upon demand reimburse to Lessor
the cost thereof.
(4) To maintain in good condition and repair, all common
areas on the developed parcel, at the expense of
Lessee, and the other Lessees, as hereinafter
provided.
B. AGREEMENT AND COVENANTS OF LESSEE:
The Lessee hereby covenants and agrees as follows:
(1) Not to use the premises for any disorderly or unlawful purpose
of any use inconsistent with M-IA zoning, but only for
conducting therein the permitted uses specified on Schedule 1
hereto.
(2) To obtain from appropriate governmental agencies at the
Lessee's expense any and all permits, licenses, and the like,
required to permit Lessee to occupy the premises for the
purpose herein stated, and to be at all times in compliance
with such permits, licenses, and the like, and all applicable
governmental ordinances and regulations.
(3) To keep the premises clean and free from rubbish and to keep
the show windows and signs neat, clean, and in good order, all
at Lessee's sole expense; or Lessor at its sole discretion
shall have the right to perform these maintenance items and
Lessee agrees to reimburse Lessor its pro rata share of such
costs. Lessee further agrees not to store any material or
trash of any nature whatever on the exterior of the premises
nor to erect any screen or fence without the prior written
consent of Lessor
(4) To pay all charges for all utilities including, but not
limited to, electricity, gas, fuel, water, sewer charges,
vault space, and telephone services (including the
installation of telephone equipment) used in or on the
premises, as they become due and payable and to transfer all
accounts therefor to the Lessee's name at the outset of the
term of this Lease. Lessor shall have no obligation to provide
or pay for any utilities to be used on the premises.
(5) To refrain from keeping gasoline or other inflammable
material, or any explosive (or hazardous substance as defined
below) in the premises or on the developed parcel, or from
doing any act or thing which may make void or voidable the
Lessor's insurance against fire, and to conform to all rules
or regulations from time to time established by the
appropriate insurance rating organization.
6
ENVIRONMENTAL MATTERS:
HAZARDOUS SUBSTANCES
(a) For the purposes of Section B(5), the term "Hazardous
Substance" shall be interpreted broadly to include those
substances defined as a "hazardous substance", "pollutant" or
"contaminant" pursuant to the Compensation Liability Act, 72
U.S.C., 9061 et sec, as amended and regulations thereunder, or
any other federal, state or local regulation or ordinance; and
shall also specifically include without limitation petroleum
and petroleum based derivatives, distillates and byproducts,
asbestos; and any hazardous waste; solid waste or other
similar material.
(b) Tenant warrants and represents that it shall not use, store,
treat, accumulate or transport Hazardous Substances at, on, or
from the Premises during the Lease Term except for deminimis
quantities not requiring the issuance of a governmental or
other permit and in a manner that complies fully with all
applicable federal, state, and local laws, regulations and
ordinances. Tenant additionally warrants and represents that
Tenant's occupancy of the Premises and its activities thereon
shall not cause or result in any release, leak, discharge,
spill, disposal, or emission of Hazardous Substance at, in,
on, from or under the Premises during or following the Lease
Term.
Landlord warrants and represents that, to the best of its
knowledge, any use, storage, treatment, accumulation, or
transportation of Hazardous Substances, which has occurred in
or on the Premises prior to the date hereof has been in
compliance with the applicable federal, state, or local laws,
regulations, and ordinances. Landlord additionally warrants
and represents that, to the best of its knowledge, no release,
leak, discharge, spill, disposal, or emission of Hazardous
Substances has occurred in, or under the Premises prior to the
date hereof.
Landlord agrees to indemnify and hold the Tenant harmless from
any and all claims, damages, fines, judgements, penalties,
costs, liabilities, or losses (including without limitation
reasonable sums paid for settlement of claims, attorney fees,
consultant and expert fees) arising during or after the Lease
Term from or in connection with the presence of any Hazardous
Substance in, or under the Premises prior to the Lease Term.
Without limiting the foregoing, this Indemnification shall
include reasonable cost incurred due to any investigation of
the Premises or any clean-up, removal or restoration mandated
by a federal, state or local agency or political subdivision,
with respect to any Hazardous Substances present on the
Premises prior to the Lease Term. The provisions of this
paragraph shall survive the expiration or termination of this
Lease.
7
(6) To pay the Lessor, in addition to other sums herein provided for,
the following:
(a) Its Pro Rata Share of all real estate taxes (which
shall mean all taxes and assessments, general or
special, ordinary or extraordinary, foreseen or
unforeseen, assessed, levied or imposed upon the
premises or the developed parcel or assessed or
levied or imposed upon the fixtures, machinery,
equipment or systems, in, upon or used in connection
with the operation of the premises or the developed
parcel under the current or any future taxation or
assessment system or modification of' supplement or
substitute for such system and whether or not based
on or measured by the receipts from the premises or
the developed parcel, including all taxes and
assessments for public improvements or any other
purpose and any gross receipts or similar tax
purpose) as additional rent hereunder, in one lump
sum within ten (10) days after Lessor's demand
therefor. If the premises constitute a portion of a
building or buildings situated upon the developed
parcel, then Lessee shall pay to Lessor a pro rata
portion of the aforesaid real estate taxes levied on
the developed parcel, based on the proportion that
the total square foot floor area of the premises
leased to Lessee hereunder bears to the total square
foot floor area of the building or buildings on the
developed parcel of which said premises forms a part.
Any such payment shall be prorated for fractional
portions of tax years during the term of this Lease.
A tax xxxx issued by the appropriate governmental
authorities shall be accepted by Lessee as conclusive
evidence of the amount of said real estate taxes.
(b) Its pro rata share of the costs of maintenance and
repair of all elements of the common areas on the
developed parcel, including, but not limited to, the
costs of maintaining and repairing all roadways
internal to the developed parcel, all parking lots,
landscaping, drainage structures, signs' external
lighting systems, if any, insurance on the developed
parcel, and administrative costs associated with
management of the premises and the developed parcel.
(c) Its pro rata share of the cost of carrying such fire,
public liability, and extended coverage insurance
upon the premises as the Lessor elects to carry, if
any, to the extent that such shall be due to the
nature of Lessee's use of the premises; provided,
however, if Lessee uses the premises for other than
normal office-warehouse uses, Lessee shall pay the
entire increase in Lessor's insurance premium
occasioned by such uses.
(d) The cost of any repairs to the exterior walls,
foundation, or roof or any other structural portions
of the premises, or the developed parcel, if and to
the extent such repairs were made necessary by the
act or neglect of the Lessee or of the agents,
employees, licensees, invitees, or anyone claiming
under Lessee.
8
(7) To make, at the Lessee's expense, such alterations and
modifications to the premises as may be required by building,
OSHA, or other applicable regulations or local codes in the
jurisdiction in which the premises are located. Furthermore,
no such alterations and modifications, nor any other
alteration, modification, addition, or installation the Lessee
may wish to make, shall be made unless the Lessor shall first
have given written approval of the plans and specifications
therefore, and shall have been protected, to the Lessor's
satisfaction, against any cost or damage incident thereto, and
unless the Lessee shall first have secured all necessary
building and other permits. All such alterations,
modifications, additions, or installations, when made, shall
become, unless the Lessor elects otherwise as provided in
paragraph (13) hereof, the property of the Lessor and shall
remain upon and be surrendered with said premises as a part
thereof at the end of the term of this Lease. The Lessee
hereby agrees to indemnity, defend, and save harmless the
Lessor from any liability which may devolve upon the Lessor as
a consequence of such alterations, modifications, additions or
installations.
(8) To make, at Lessee's expense, all repairs and to do all acts
of maintenance becoming necessary in or upon the premises
during the term of this Lease, including specifically but not
being limited to the doors and door jams, both inside and
outside, loading docks, windows and window casings and xxxxx,
both inside and outside, gutters and downspouts, and plate or
other glass windows and doors, and to make, at Lessee's
expense, all repairs and to do all acts of maintenance
becoming necessary during the term of this Lease to maintain,
and to replace all worn out and broken parts of, the heating,
plumbing, electrical, air-conditioning and sprinkler Systems
and equipment, and elevators, if any, and to enter into
service contracts, on behalf of Lessee only, for the
maintenance of the heating, air-conditioning and sprinkler
Systems, and elevators, if any. No such service contract shall
extend beyond the term of this Lease.
(9) To make no claim against the Lessor and to assume the
responsibility of defending, at Lessee's expense, any claim
which shall be made against the Lessor by the Lessee or any
agent, employee, or servant of the Lessee or by others
claiming the right to be on or about the premises or the
developed parcel through or under the Lessee for any injury,
loss, or damage to person or property occurring upon the
premises or the developed parcel from any cause. The Lessee
covenants and agrees to indemnity and save harmless the Lessor
from and against any and all liability, damages, expenses,
causes of the action, suits, claims, or judgements of any
person or persons, firm or corporation arising out of or in
any manner connected with injury or death to person, and
damage to or loss of personal property, in or on the demised
premises or the developed parcel, by reason of acts, failure
to act or negligence of Lessee or Lessee's agents, servants,
and employees or others in or about said premises. In
confirmation thereof, the Lessee covenants and agrees that it
will, at all times during the term hereof, at its own expense
carry and keep in full force and effect in companies
satisfactory to Lessor, public liability insurance in form
satisfactory to Lessor, with limits of:
(a) at least FIVE HUNDRED THOUSAND DOLLARS ($500,000.00)
for injury, including death, to any one person, and
9
(b) at least ONE MILLION DOLLARS ($1,000,000.00) for
injury, including death in any one casualty, and
(c) with property damage coverage of at least TWO HUNDRED
FIFTY THOUSAND DOLLARS ($250,000.00) or in such
greater amounts of insurance coverage as Lessor may
from time to time reasonably require. Lessee shall
also, at its own cost, carry plate glass insurance on
said premises. All such policies shall name the
Lessor and the Lessee as parties insured, and shall
contain a provision that the same may not be canceled
without giving to the Lessor at least ten (10) days
prior written notice. Each such policy, or a
certificate showing the same to be in effect, shall
be delivered to the Lessor at the commencement of the
Term hereof, and renewals thereof shall be delivered
to the Lessor at least ten (10) days prior to
expiration or cancellation of any such policy. The
Lessee covenants and agrees that no liability shall
be imposed upon the Lessor because of any injury or
damage to person or property, or because of any
interference with the services and facilities to be
performed or provided by Lessor as hereinabove
described, caused by accidents, repairs, riots,
strikes, or any reason beyond the control of the
Lessor.
(10) This Lease, and all rights of Lessee hereunder, are
subject and subordinate to any first mortgage which does now
or may hereafter affect the premises, and to any and all
renewals, modifications, consolidations, replacements, and
extensions thereof. It is the intention of the parties that
this provision be self-operative and that no further
instrument shall be required to effect such subordination of
this Lease. Lessee shall, upon demand at any time or times,
execute, acknowledge, and deliver to Lessor any and all
instruments that may be necessary or proper to subordinate
this Lease, and all rights of Lessee hereunder, to any such
mortgage or deed of trust or to confirm or evidence said
subordination; and Lessee hereby appoints the Lessor as its
attorney-in-fact to execute such instruments in Lessee's
behalf. Provided, however, that as long as Lessee continues
payment of rent and performance of its covenants hereunder,
Lessee's right of possession of the demised premises under
this Lease shall not be affected by any foreclosure of such
deed of trust or mortgage. Notwithstanding the subordination
of this Lease as aforesaid, any present or future mortgagee or
beneficiary under any mortgage or deed of trust may, by giving
Lessee written notice thereof, require that this Lease shall
be senior in lien to such mortgage or deed of trust, and that
Lessee attorn to the purchaser upon such foreclosure sale and
to recognize such purchaser as the Lessor under this Lease
Lessee agrees to execute and deliver, at any time and from
time to time, upon the request of Lessor, or of any such
holder, any instrument which, in the reasonable judgment of
the Lessor, may be necessary or appropriate in any such
foreclosure proceeding or otherwise to evidence such
attornment. Lessee further waives the provisions of any
statute or rule of law, now or hereafter in effect, which may
give or purport to give Lessee any right or election to
terminate or otherwise adversely affect this Lease, and the
obligations of Lessee hereunder, the event of any such
foreclosure.
(11) This Lease, and all rights of Lessee hereunder, are subject
and subordinate to all of the matters of title of record as of
the date hereof.
10
(12) To comply with all rules and regulations set forth on Schedule
4 hereto, and any reasonable rule and regulations hereafter
established by the Lessor, for the use of the premises and the
developed parcel.
(13) To remove from the premises, at the expiration or other
termination of this Lease, all goods and effects not belonging
to the Lessor, and to surrender possession of the premises and
all fixtures and furnishings connected therewith in good
repair, order and condition in all respects, reasonable wear
and ordinary use thereof excepted; and if the Lessee shall
have made any alterations, additions, installations, or
modifications in or to the premises, whether consented to by
the Lessor or not, Lessee shall, if requested to do so by the
Lessor in writing prior to the expiration of the term of this
Lease, remove the same or such thereof as may be specified in
such notice, and repair any damage caused by such removal, all
at Lessee's expense. If Lessee fails to perform any of the
foregoing obligations, Lessor is authorized to do so in
Lessee's behalf and to sell such articles and effects left on
the premises as may be saleable. The proceeds of such sale
shall be applied toward the expenses thus incurred, and Lessee
agrees to pay any balance promptly.
(14) Not to operate any machinery in the premises which may cause
excessive vibration, noise or damage to the premises; nor to
use a loudspeaker which can be heard outside the premises.
(15) Not to place any exterior advertising signs or awnings upon
the premises or the developed parcel, not to place any
advertising signs or posters on the interior of the show
windows, and not to change the color of the exterior painting,
without the prior written approval of the Lessor.
Notwithstanding any previous sign approvals by Lessor, if at
any time the Lessor adopts a new sign specification for the
warehouse building, Lessee agrees at Lessee's expense to
promptly replace or alter its existing sign to comply with the
Lessor's new sign specification.
(16) Not to execute any assignment, sublease, concession or
mortgage of this Lease, or of the premises, or of any part
thereof, without first having obtained the written consent of
the Lessor.
(17) To permit the Lessor to enter the premises at any reasonable
time for the purpose of making repairs, or to determine the
condition of the premises and the Lessee's compliance with the
conditions of this Lease after notice to the Lessee.
(18) To permit the Lessor to show the premises to prospective
purchasers at all reasonable times and to prospective tenants
at all reasonable times within one hundred eighty (180) days
prior to the expiration of the term of this Lease, and to
exhibit notices for lease or sale within one hundred eighty
(180) days prior to the expiration of the term after notice to
the Lessee.
(19) To notify Lessor promptly of any defect appearing in the
premises or common areas of the developed parcel which the
Lessor is obligated to maintain and repair under Paragraph (3)
11
or (4) of agreements and covenants of Lessor.
(20) Lessee's covenants to pay rental, taxes, insurance, and other
sums due hereunder are independent of Lessor's covenants
hereunder, and Lessee shall have no right to withhold any such
payments on account of any alleged failure by Lessor to
perform or comply with any of Lessor's covenants.
(21) Anything contained in the foregoing provisions of this section
to the contrary notwithstanding, neither Lessee nor any other
person having an interest in the possession, use, occupancy,
or utilization of the premises shall enter into any lease,
sublease, license, concession or other agreement for use,
occupancy or utilization of space in the premises which
provides for rental or other payment for such use, occupancy,
or utilization based, in whole or in part, on the net income
or profits derived by any person from the premises lease,
used, occupied or utilized (other than an amount based on a
fixed percentage or percentages of receipts or sales), and any
such purported lease, sublease, license, concession or other
agreement shall be absolutely void and ineffective as a
conveyance of any right or interest in the possession, use,
occupancy or utilization of any part of the premises.
C. GENERAL PROVISIONS:
(1) Eminent Domain: Lessee agrees that if the premises, or any
part thereof, shall be taken or condemned for public or
quasi-public use or purpose by any competent authority, Lessee
shall have no claim against Lessor and shall not have any
claim or right to any portion of the amount that may be
awarded as damages or paid as a result of any such
condemnation, it being agreed that the full amount of such
award, if any, made by the taking authorities shall be paid to
and retained by Lessor, free of any claim by Lessee to any
portion thereof, and all rights of Lessee to damages therefor,
if any, are hereby assigned by Lessee to Lessor. In the event
that all or substantially all of the premises shall be taken
or condemned by any governmental authority, then the term of
this Lease shall cease and terminate from the date on which
the Lessee is required, by such taking authority, to surrender
possession of said premises and the Lessee shall not have nor
make any claim against Lessor for the value of any unexpired
term of this Lease. In the event that a portion of the
premises shall be taken or condemned by any governmental
authority, then this Lease shall continue in full force and
effect, and rent shall xxxxx in an amount which bears the same
ratio to the monthly basic rental as the value of the floor
space taken bears to the value of the total floor space of the
premises. All rentals and other sums payable by Lessee
hereunder shall be adjusted to the date on which Lessee is
required, by the taking authority, to surrender possession of
the premises or portion of the premises so taken.
(2) Lessee Holding Over: if the Lessee shall not immediately
surrender possession of the premises at the termination of
this Lease, the Lessee shall become a Lessee from month to
month, provided rent shall be paid to and accepted by the
Lessor, in advance, at double the rate of rental payable
hereunder just prior to the termination of this Lease, but
unless and until the Lessor shall accept such rental from the
Lessee, the Lessor shall continue to be entitled to retake
possession of the premises without any prior notice whatsoever
to Lessee. If the Lessee shall fail to surrender possession of
the premises immediately upon the expiration of
12
the term hereof, the Lessee hereby agrees that all of the
obligations of the Lessee and all rights of the Lessor
applicable during the term of this Lease shall be equally
applicable during such period of subsequent occupancy, whether
or not a month to month tenancy shall have been created as
aforesaid, and that if a month to month tenancy shall have
been created as aforesaid, said month to month tenancy may be
terminated only upon thirty (30) days advance written notice
by the party so terminating to the other party.
(3) Fire Clause. This Lease is made on condition that, if the
premises, or any part thereof, be destroyed or damaged by fire
or other casualty covered by a Standard Fire and Extended
Coverage Policy, so as to render said premises unfit for use
and occupancy, a proportionate part of the rent shall be
suspended and abated until said premises shall have been put
in as good condition for use and occupancy as at the time of
such damage or destruction, or until this Lease shall be
canceled and terminated as next hereinafter provided, as the
case may be. It shall be the duty of the Lessor to determine
and to notify the Lessee, in writing, within forty five (45)
days after such damage or destruction, the date by which the
premises can be fully restored with reasonable diligence. II
the date by which such restoration can be completed, as stated
in the Lessor's notice, shall be later, than six (6) months
after such damage or destruction, then either party hereto
shall have the right, to be exercised within thirty (30) days
after receipt of such notice from the Lessor, to cancel and
terminate this Lease, by giving to the other party a written
notice of his desire so to cancel and terminate; but if this
Lease shall not be so canceled, it shall remain in full force
and effect and the Lessee shall reoccupy the premises when
fully restore([ However, if the date by which such restoration
can be completed, as stated in the Lessor's notice, shall be
earlier than six (6) months after such damage or destruction,
this Lease shall remain in full force and effect, and the
Lessee shall reoccupy the premises when fully restored,
provided, however, that if, at the expiration of a period of
six (6) months following such damage or destruction, the
premises shall not have been fully restored as a result of
some cause beyond the Lessor's control, the Lessor shall have
the right to complete such restoration, provided he shall use
reasonable diligence in so doing, without thereby affording to
the Lessee the right to cancel this Lease. In case of damage
or destruction of the premises by an uninsured casualty, or if
the estimated cost of repair or restoration shall exceed
Lessor's insurance recovery, the Lessor, at its option, may
cancel and terminate this Lease by giving the Lessee a written
notice to this effect within forty five (45) days after such
damage or destruction, but if the Lessor shall not so elect to
terminate, all of the provisions hereinbefore contained
respecting an insured casualty shall be equally applicable to
such non-insured casualty.
(4) Termination Prior to Expiration of the Term: It is mutually
covenanted and agreed that if the Lessee shall fail to keep
and perform all of the covenants, conditions, and agreements
herein made binding upon the Lessee, or if the estate hereby
created shall be taken on execution or other process of law,
or if the Lessee shall be declared bankrupt or insolvent
according to law, or if a receiver or other similar officer
shall be appointed to take charge of all or any part of the
property of the Lessee, or if any assignment shall be made of
the Lessee's property for the benefit of creditors, then and
in each such case, Lessee shall be in default of this Lease,
and, at the sole option of the Lessor, the Lessee's right of
possession shall thereupon cease and terminate and the Lessor
shall be entitled to possession of the premises and to reenter
the same without further demand of rent or demand of
possession
13
of said premises, and may forthwith recover possession of said
premises by whatever process of law may be available in the
jurisdiction in which the premises may be located, any notice
to quit or notice of intention to enter being hereby expressly
waived by the Lessee, or the Lessor may retake possession
without process of law. In the event of such reentry or
retaking, the Lessee shall, nevertheless remain liable and
answerable for the full rental to the date of such retaking or
reentry, and for damages for the deficiency or loss of rent
which the Lessor may thereby sustain in respect of the balance
of the term; and in such case, the Lessor shall have the right
to let the premises for the benefit of the Lessee, in
liquidation and discharge, in whole or in part, as the case
may be, of he liability of the Lessee hereunder; and such
damages, at the option of the Lessor, may be recovered at the
time of retaking or reentry, or in separate actions from time
to time as the Lessee's obligation to pay rent would have
accrued if the term had continued, or from time to time as
said damages shall have been made more easily ascertainable by
relettings, or such action, at the option of the Lessor, may
be deferred until the expiration of the term, in which latter
event, the cause of action shall not be deemed to have accrued
until the expiration of said term. The Lessor, however, may
refrain from terminating the Lessee's right of possession, and
in such case, may enforce against the Lessee the provisions of
this Lease for the full term hereof. In the event legal
proceedings are instituted against Lessee, by the Lessor,
either for payment of rent or for possession, then Lessee
agrees to pay all court costs instant to such proceedings,
together with reasonable attorneys' fees.
If any person other than the Lessee shall initiate the action
which shall entide the Lessor to terminate this Lease as
aforesaid, it is understood and agreed that the Lessor must
defer terminating this Lease until the expiration of a period
of fifteen (15) days after written notice from the Lessor to
the Lessee that such action shall have been taken.
No waiver by the Lessor of any breach of any covenant or
condition herein contained shall operate as a waiver of the
covenant or condition itself or of any subsequent breach
thereof; nor shall any waiver be implied should a compromise
between the parties be effected after the Lessor shall have
initiated any action in regard thereto.
(5) Other General Provisions:
(a) In case two (2) or more persons shall constitute the Lessee
hereunder, the covenants, obligations, and agreements herein
made binding upon the Lessee, shall be the joint and several
obligations of such persons, and in the event of the death of
any one or more of them, the survivor: or survivor shall
succeed to all Lessee's rights, tide, and interest hereunder;
and this Lease shall be binding upon and shall inure to the
benefit of not only the parties hereto, but also their
respective xxxxx, personal representatives, successors, and
assigns.
(b) All notices required or permitted to be given hereunder shall
be by registered mail to the Lessor, at the address set forth
in Schedule I hereto, unless and until the Lessee should be
notified otherwise, in writing; and those directed to the
Lessee shall be addressed to the premises, unless and until
the Lessor should be notified otherwise, in writing.
14
(c) This Lease, including any exhibits, schedules or attachments
hereto, constitutes the entire agreement of the parties in
respect of the premises. No representations, inducements or
agreements, oral or otherwise, between the parties not
contained in this Lease, or any exhibits, schedules or
attachments hereto, shall be of any force or effect
(d) The Lessee waives all right to trial by jury in any
proceeding, which may be instituted by the Lessor against the
Lessee in respect of the premises.
(e) If any provision of this Lease shall at any time be deemed to
be invalid or illegal by any court or competent jurisdiction,
this Lease shall not be invalidated thereby, and in such event
this Lease shall be read and construed as if such invalid or
illegal provision had not been contained herein.
(f) Anything contained in this Lease to the contrary
notwithstanding, Lessee agrees that Lessee shall look solely
to the estate and property of Lessor for the collection of any
judgment (or other judicial process) requiring the payment of
money by Lessor in the event of any default or breach by
Lessor with respect to any of the terms and provisions of this
Lease to be kept, observed, and performed by Lessor, subject,
however, to the prior rights of any ground or underlying
Lessors or any mortgagee of all or any part of the property;
no other assets of Lessor shall be subject to levy, execution
or other judicial process for the satisfaction of Lessee's
claim Nothing in this Lease shall be construed in any event
whatsoever to impose any personal liability upon the trustees,
officer or the shareholders of the Lessor, or of the general
or limited partners, comprising the Lessor, as Lessor herein
or otherwise.
(g) Lessor grants to Lessee during the term hereof the
nonexclusive use, in common with others, of all non-allocated
parking areas within the developed parcel for the
accommodation and parking of passenger automobiles of Lessee,
its officers, agents, employees, and visitors. Lessor reserves
the right, however, to designate, for the specific account of
Lessee, specific parking areas or spaces within the developed
parcel. All parking areas and other facilities which may be
furnished by Lessor within the developed parcel, including
employee parking areas, truck ways, loading docks, pedestrian
sidewalks and ramps, landscaped areas, and other areas and
improvements which may be provided by Lessor for the general
use, in common with other lessees, their officers, agents,
employees, and visitors, shall at all times be subject to the
exclusive control and management of Lessor and Lessor shall
have the right from time to time to establish, modify, and
enforce reasonable rules and regulations with respect to all
facilities referred to in this paragraph, to change truck
routes to such extent as the Lessor may desire, provided that
the premises are adequately served by the new route, to
restrict parking by Lessees, their officers, agents, and
employees to employee parking areas; to establish and from
time to time change the level of parking surfaces, to close
all or any portion of said areas or facilities to such extent
as may, in the opinion of Lessor's counsel, be legally
sufficient to prevent a dedication thereof or the accrual of
any rights to any person or
15
to the public therein; to close temporarily all or any portion
of the parking areas or facilities to discourage nontenant
parking, and to do and perform such other acts in and to said
areas and improvements as, in the use of good business
judgement, the Lessor shall determine to be advisable with a
view to the improvement of the conveniences and use thereof by
Lessees, their officers, agents, employees, and visitors.
Lessee agrees that it will cause its officers, agents, and
employees to park their automobiles only in such areas as
Lessor may from time to time designate as employee parking
areas.
(h) Lessor shall have the following rights exercisable without notice and
without liability to Lessee:
(i) To change the name or street address of the building.
(ii) To have pass keys to the leased premises.
(iii) To require all persons entering or leaving the
Building during such hours as Lessor may from dine to
time reasonably determine to identify themselves to a
watchman by registration or otherwise and to
establish their right to enter or leave, and to
exclude or expel any peddler, solicitor or beggar at
any time from the premises or the Building.
(iv) To approve the weight, size and location of safes,
computers, and other heavy articles or equipment in
and about the premises and to require all such items
and other office furniture and equipment to be moved
in and out of the premises only at such times and in
such manner as Lessor shall direct and in all events
at Tenant's sole risk and responsibility.
(v) At any time or times, to decorate and to make, at its
own expense, repairs, alterations, additions and
improvements, structural or otherwise, in or to the
premises or any other part of or structure within the
developed parcel, and to perform any acts related to
the safety, protection and preservation thereof, and
during such operations to take into and through the
premises or any part of the developed parcel all
material and equipment required; to close or
temporarily suspend operation of entrances, doors,
corridors or other facilities, provided that Lessor
shall cause as little inconvenience or annoyance to
Lessee M is reasonably necessary in the
circumstances, and shall not do any act which
permanently reduces the size of the premises. Lessor
may do any such work during ordinary business hours
and Lessee shall pay Lessor for overtime and any
other expenses incurred if such work is done during
after hours at Lessee's request.
(i) The submission of this Lease for examination does not
constitute reservation of or an option for the leased
premises, and this Lease becomes effective as a lease only
upon the execution by both Lessor and Lessee.
16
(j) If any provision of this Lease Agreement conflicts with any
provision contained in Schedule 1 hereto, the provision as
contained in Schedule 1 shall prevail; however, the provisions
of this Lease shall be given effect to the fullest extent not
directly in conflict with a provision of said Schedule 1.
(k) This Lease may be executed in one or more counterparts, and,
if this Lease is so executed, all counterparts shall
constitute one and the same legal document
(1) This Lease may not be modified, changed or terminated in whole
or in part in any manner other than by an agreement in writing
duly executed by the party to be changed therewith.
(m) The Lessee shall accept performance of any of Lessor's
obligations hereunder by any person or entity holding a
mortgage of the premises or the developed parcel. However, no
mortgagee not in possession of the premises or the developed
parcel shall have any obligation or liability hereunder.
(n) Nothing contained in this Lease shall be deemed or construed
to create a partnership or joint venture of or between the
Lessee and the Lessor, or to create any relationship between
the parties other than that of Lessee or Lessor.
(o) This Lease shall be construed and enforced in accordance with
the Laws of the State of Florida.
(p) Financial Statements: Within twenty (20) days of written
request by Lessor, Lessee will provide Lessor with its most
recent financial statement, certified to be true and correct
by either Lessee's chief financial officer or an independent
certified public accountant; provided, however, Lessor may
only share such statements with its mortgagee, ground lessor,
prospective mortgagees and ground lessors, purchasers and
partners, and attorneys, accountants, and other advisors of
Lessor and each of the foregoing.
IN WITNESS WHEREOF, Lessor and Lessee have hereunto executed this
Lease as of the day and year first above written.
TWO WITNESSES AS TO CORPOREX PROPERTIES OF TAMPA, INC.
LESSOR:
/s/ Xxxxxxx Xxxxxxx /s/ W. P. Butle, President
------------------- ------------------------------
TWO WITNESSES AS TO BBJ ENVIRONMENTAL SOLUTIONS, INC.
LESSEE:
/s/ Xxxxx Xxxxxxxxx /s/ Xxxxxx X. Xxxxx
------------------- ------------------------------
PLACE CORPORATE SEAL HERE
17
SCHEDULE 1
LEASE DATED: April 18th, 1994 BETWEEN CORPOREX PROPERTIES OF TAMPA, INC., AS
LESSOR AND LESSEE NAMED HEREIN.
1. Name of Lessee: BBJ ENVIRONMENTAL SOLUTIONS, INC.
a Florida corporation
2. Permitted use limited to: Warehousing, packaging and distribution
of non-toxic chemical products.
3. Premises: 0000 Xxxxxxxx Xxxx., Xxxxx 000
Xxxxx, Xxxxxxx 00000
See Exhibit "B"
4. Developed Parcel: See Exhibit "A"
5. Approximate square footage:
1,782 square feet
6. Lease Term:
Three years (3) beginning June 1, 1994 and ending at midnight
on May 31, 1997.
7. Basic Rental:
Lease Year Annual Base Rent Monthly Base Rent
1 $9,801.00 $816.75
2 10,291.00 857.59
3 10,805.55 900.46
Notwithstanding the definition of the Lease Year on Page 1 of this
Lease the Lease Years are defined to be as follows:
Year 1 - 6/1/94 - 5/31/95
Year 2 - 6/1/95 - 5/31/96
Year 3 - 6/1/96 - 5/31/97
8. Security Deposit: Two thousand four hundred fifty and 25/100 Dollars
($2,450.25). Payable with the execution of the Lease.
9. Address to which notices to Lessor shall be mailed:
00 X. XxxxxXxxxxx Xxxxxxxxx, Xxxxx 0000 Xxxxxxxxx, XX 00000
Rental payments shall be mailed to:
Corporex Properties of Tampa, Inc., X.X. Xxx 000000, Xxxxx, Xxxxxxx
00000-00000
18
10: Other Provisions:
(a) In addition to the basic monthly rental, as outlined above,
the Lessee agrees to pay all applicable sales, use and/or any
other taxes, whether State or Federal, applicable to this
Lease.
(b) For each calendar year, Lessee shall reimburse Lessor for
(1.91%) (hereinafter, its "Pro Rata Share") of the cost of:
(1) taxes and assessments;
(2) common area maintenance - for purposes of calculating
the Common area Maintenance, Landlord agrees to "cap"
increases in total Operating Expenses (exclusive of
taxes, insurance premiums and utilities) so that such
Operating Expenses (exclusive of taxes, insurance
premiums and utilities) do not increase more than 5%
per annum. The above "cap" shall be calculated on a
compounding over the actual calendar year 1994's
Operating Expenses (exclusive of taxes, insurance
premiums and utilities). Any increases in taxes,
insurance premiums or utilities shall be passed on to
tenant without regard to the above "cap", and paid by
tenant in addition to and in the same manner' as the
Operating Expense Differential; and
(3) insurance enumerated in Section B, Paragraph 6 of the
Lease. Lessee shall pay to Lessor simultaneously with
the monthly base rent, the sum of $219.78 per month,
as an advance to be applied against the above
referenced expenses. In the event Lessee has advanced
to Lessor sums in excess of Lessee's Pro Rata Share,
Lessor shall rebate Lessee for the difference. In the
event Lessee has advanced to Lessor less than
Lessee's Pro Rata Share, Lessee shall pay to Lessor,
within thirty (30) days of receipt of an invoice, the
difference between Lessee's advances for the calendar
year and the amount of Lessee's "Pro Rata Share".
(c) Lessor and Lessee agree that Lessee shall take the premises in
"AS IS CONDITION" excepting only that Lessor shall perform the
following repair and maintenance items:
(1) Repainting and recarpeting office area
(2) Replace stained ceiling tiles
(3) Place electrical and mechanical Systems in good
operating condition
(d) Radon Gas: Pursuant to Florida Statutes Section 404.056(8),
Lessor does hereby give Lessee the following notice in regard
to RADON GAS:
Radon is a naturally occurring radioactive gas that,
when it is 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 Public Health Unit.
19
EXHIBIT "A"
Lot 10 of CORPOREX PARK, as per map or plat thereof filed in Plat Book Number 55
page 51-2, of the public records of Hillsborough County, Florida.
LEGAL DESCRIPTION:
Xxx 00 xx xxxxxxxx XXXXXXXX XXXXXXXX XXXX
DESCRIPTION: That part of the North 1/2 of the Northwest 1/4 of Section 11,
Township 29 South, Range 19 East, Hillsborough County, Florida, described as
follows; From the Southeast corner of the North 1/2 of the Northwest 1/4 of
said Section II, run thence N.00 Degree 06'13"W., 402.90 feet along the East
boundary of the North 1/2 of the Northwest 1/4 of said Section II, thence N.89
Degree 50'08"W., 330.00 feet along the South boundary of the South 924.00 feet
of the North 954.00 feet of the East 330.00 feet of the Northeast 1/4 of the
Northwest 1/4 of said Section II; thence N.00 Degree 06'13"W., 924.00 feet
along the West boundary of the South 924.00 feet of the North 954.00 feet of the
East 330.00 feet of the Northeast 1/4 of the Northwest 1/4 of said Section II
to the South right-of-way line of Xxxxx Xxxx Xx. 000-X (Buffalo Avenue); thence
N.89 Degree 50'08"W., 415.45 feet along said right-of-way line; thence 5.00
Degree 03'16"W., 23.16 feet along the Southerly right-of-way line of State Road
No.400 (Interstate 4) exit to Xxxxx Xxxx Xx. 000-X (Buffalo Avenue); thence N.89
Degree 56'44"W., 300.00 feet along said right-of-way line; thence S.84 Degree
14'43"W., 75.44 feet along said right-of-way line; thence S.00 Degree 03'16"W.,
231.36 feet to the Point of Beginning; thence S.89 Degree 56'44"E., 428.90 feet
to the West right-of-way line of proposed Corporex Drive; thence S.00 Degree
06'13"E., 406.31 feet along said proposed right-of-way line to a point-of
curvature; thence Southwesterly, 62.94 feet along the arc of a curve to the
right, having a radius of 40.00 feet, a central angle of 90 Degree 09'29", and a
chord bearing and distance of S.44 Degree 58'32"W., 56.65 feet along said
proposed right-of-way line to a point of tangency; thence N.89 Degree 56'44"W.,
600.02 feet along the North proposed right-of-way line of Lakeview Boulevard;
thence N.00 Degree 03'16"E., 446.42 feet; thence S.89 Degree 56'44"E., 210.00
feet to the Point of Beginning.
EXHIBIT "B"
LEASED PREMISES
The Leased Premises is a drawing.
20
AMENDMENT NO. 1 TO LEASE AGREEMENT
THIS AMENDMENT NO. 1 TO LEASE AGREEMENT, (hereinafter "Agreement") dated as of
this 26th day of November, 1997, by and between Corporex Properties of Tampa,
Inc., a Florida corporation, hereinafter referred to as "Lessor", and BBJ
Environmental Solutions, Inc., a Florida corporation, hereinafter referred to as
"Lessee".
RECITALS
WHEREAS, Lessor and BBJ Environmental Solutions, Inc. entered into a certain
Lease Agreement dated April 18,1994, hereinafter referred to as the "Prime
Lease"; and
WHEREAS, the Prime Lease is for a term of three (3) years commencing on the 1st
day of June, 1994 and ending on the 31st day of May, 1997. Pursuant to said
Prime Lease, Lessor demised, let and leased and Lessee took and hired from
Lessor approximately one thousand seven hundred eighty-two (1,782) square feet
of space in a building known as Corporex Plaza I. The premises are located at
0000 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxx, Xxxxxxx 00000; and
WHEREAS, the parties to this Agreement are desirous of extending the term of
said Prime Lease; and
WHEREAS, Lessee desires to lease approximately an additional five thousand one
hundred eighty-two (5,182) square feet of space from Lessor, hereinafter known
as the "Addition Number 1 To The Premises". The Premises and Addition Number 1
To The Premises shall hereinafter be collectively referred to as the "Revised
Premises".
NOW, THEREFORE, in consideration of the mutual agreements, conditions,
covenants, promises, provisions and terms herein contained and for other good
and valuable consideration agreed upon by each of the parties to this Agreement
as sufficient and adequate, the receipt of which is hereby acknowledge by each
of the parties, the parties agree as follows:
ARTICLE I - EFFECTIVE DATE: This Agreement shall take effect on the 1st day of
January, 1998, without the execution of any further agreement, lease or
instrument.
ARTICLE II - TERM: The extended term of the Prime Lease shall be for five (5)
years and zero (0) months commencing on the 1st day of January, 1998 and ending
on the 31st day of December 2002, both dates inclusive, unless sooner
terminated, as herein provided.
ARTICLE III - APPROXIMATE SQUARE FOOTAGE: For the period January 1, 1998 to
December 31, 2002, the Premises shall be increased from one thousand seven
hundred eighty-two (1,782) square feet to approximately six thousand nine
hundred sixty-four (6,964) square feet as set forth in Exhibit A attached
hereto.
ARTICLE IV - BASIC RENTAL: For the period January 1,1998 to December 31, 2002,
Lessee covenants and agrees to pay Lessor and Lessor agrees to accept as annual
basic rental, the sums listed below, in lawful money of the United States of
America, in equal monthly installments on the first day of
21
each and every month, in advance, without demand, at the office of the Lessor,
at Corporex Properties of Tampa, Inc., Plaza I, X.X. Xxx 00000, Xx. Xxxxxxxxxx,
Xxxxxxx 00000-0000, or such other place as the Lessor may designate.
Period Rate/SF Monthly Base Rent Annual Base Rent
------ ------- ----------------- ----------------
1/01/98-12/31/98 $6.30 $3,656.00 $43,872.00
1/01199-12/31/99 6.62 3,842.00 46,104.00
1/01/00-12/31/00 6.95 4,033.00 48,396.00
l/01/01-12/31/0l 7.30 4,236.00 50,832.00
1/01/02-12/31/02 7.67 4,451.00 53,412.00
In addition to the monthly installments of Annual Basic Rental and Additional
Rent, if any, the Lessee agrees to pay to Lessor all applicable sales and/or
other taxes (whether Federal, State or Local) applicable to the extended term of
the Prime Lease.
ARTICLE V - PRO RATA SHARE: For the period January 1, 1998 thru December 31,
2002 Lessee's Pro Rata Share shall be seven and forty-five hundredths percent
(7.45%) and Lessee shall pay One Thousand One Hundred One and 00/100 Dollars
($1,101.00) per month as an advance to be applied to Lessee's Pro Rata Share of
taxes and assessments, common area maintenance and insurance as set forth in the
Prime Lease.
ARTICLE VI - IMPROVEMENTS: Lessor, at its expense, agrees to make the
improvements as set forth in Exhibit B and Exhibit C.
ARTICLE VII- SECURITY DEPOSIT: Security deposit shall be increased from Two
Thousand Four Hundred Fifty and 25/100 Dollars ($2,450.25) to a total of Three
Thousand Six Hundred Fifty-Six Dollars ($3,656.00).
ARTICLE X - INCORPORATION OF PRIME LEASE: It is expressly agreed by the parties
that this Agreement is supplemental to the Prime Lease. All the agreements,
conditions, covenants, promises, provisions and terms of said Prime Lease,
unless specifically modified herein, are to apply to this Agreement and are made
a part hereof as though they were expressly rewritten, incorporated and included
herein. Notwithstanding the preceding sentence, none of the financial incentives
granted to Lessee in the Prime Lease (including but not limited to: rent
abatement and relocation expenses) shall apply to the extended term unless
specifically set forth in this Agreement.
22
IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement by it
and on its behalf by a duly authorized officer or agent as the case may be
WITNESSES: LESSOR:
---------- -------
CORPOREX PROPERTIES OF TAMPA, INC.
/s/ Xxxxxx X. Xxxx /s/ Xxxxxx X. Xxxxx, Senior VP
/s/ Xxxxx Xxxxxx Date: 11/26/97
LESSEE:
-------
BBJ ENVIRONMENTAL SOLUTIONS, INC
/s/ Xxxxx X. Xxxxxxxxx /s/ Xxxxxx X. Xxxxx, Chairman and CEO
/s/ Xxxxx Xxxxxxxx Date: 11/04/97
PLACE CORPORATE SEAL HERE:
23
EXHIBIT "A"
LEASED PREMISES
The Leased Premises floor plan designs
Initials:
LANDLORD: /s/ TB
TENANT: /s/ RGB
24
EXHIBIT "B"
ALTERATIONS AND IMPROVEMENTS
(WORK LETTER)
No promise of Landlord to alter, remodel, improve, repair, decorate, or clean
the Leased Premises or any part thereof, and no representation respecting the
condition of the Leased Premises, the Building or the Developed Parcel has been
made to Tenant by Landlord except as made herein. In the event Landlord has
agreed or is required to make any alterations or improvements to the Lease
Premises to prepare same for Tenant's occupancy, the same shall be limited to
those alterations and improvements which are enumerated and detailed in this
Work letter.
1. Demolish walls.
2. Partition walls for new office space. (All warehouse-office
walls are insulated.)
3. Install one (1) five ton HVAC system (split system) and
service existing system.
4. Install standard door frames and hardware in new office
expansion.
5. Install plumbing in new handicap washrooms in new and existing
office space.
6. Install vanity counter in two (2) washrooms.
7. Install acoustical ceiling and insulation in new office.
8. Install fire sprinklers in new office area.
9. Paint interior of office area (old and new).
10. Install electrical as per attached drawing, including new
service.
11. Install new carpet in office area.
12. Install new VCT in new washrooms.
13. Install vinyl base in office area
14. Install marble window xxxxx in new office area.
15. Demolish carpet and base in old office area.
16. Install cabinets and counters in lab area.
Initials:
LANDLORD: /s/ TB
TENANT: /s/ RGB
00
XXXXXXX "X"
XXX ENVIRONMENTAL SOLUTIONS
EXISTING BUILDING LAYOUT 3279 SQ FT
Floor Plan Design
Initials:
LANDLORD: /s/ TB
TENANT: /s/ RGB
26
SECRETARY'S CERTIFICATE
The undersigned certifies that he/she is the Secretary of BBJ ENVIRONMENTAL
SOLUTIONS, INC., a Florida corporation, (the "Corporation"); that the following
Resolutions were lawfully adopted by the Board of Directors of the Corporation
at its meeting, duly called and held on November 4th, 1997, with a quorum
present; and that said Resolutions have not been rescinded or amended, are still
in full force and effect, and do not violate the Corporation's articles of
incorporation, by-laws, or any contract or agreement involving the Corporation
or its properties:
"RESOLVED, that the Corporation, as Lessee, enter into that certain
Amendment No.1 To Lease Agreement with Corporex Properties of Tampa,
Inc, as Lessor for the premises located at 0000 Xxxxxxxx Xxxxx, Xxxxx
000, Xxxxx, Xxxxxxx 00000 upon the terms and conditions contained
therein; and
BE IT FURTHER RESOLVED, that Xxxxxx X. Xxxxx, the Chairman and CEO of
the Corporation, is hereby authorized and directed to execute and
deliver to Lessor the Amendment No.1 To Lease Agreement, in the name of
and on behalf of the Corporation, and such other incidental documents,
certifications or agreements related thereto."
The undersigned further certifies that the signature(s) of the above officer(s)
on the Amendment No. 1 To Lease Agreement are genuine
IN WITNESS WHEREOF I have executed this Certificate and, if applicable, affixed
the Corporation's seal this 4th day of November, 1997.
BBJ Environmental Solutions, Inc.
/s/ Xxxxx X. Xxxxxxxxx, Secretary
---------------------------------
PLACE CORPORATE SEAL BELOW:
