EXHIBIT 10.7
LEASE FOR
XXXXX ROAD PLAZA, LLC
LANDLORD: XXXXX ROAD PLAZA, LLC
TENANT: CYGENE, INC.
STORE NUMBER: 7786 - 7750
ADDRESS: 0000 XXXXX XXXX, XXXXX XXXXXXX, XX 00000
USE: LABORATORY
TERM: one (1) year lease
DATE OF LEASE: DECEMBER 27, 2005
TERM COMMENCED: JANUARY 1, 2006
TERM EXPIRES: DECEMBER 31, 2006
w/ one (1) one (1) year option
AREA (SQ. FT.): 3779
MINIMUM ANNUAL RENT: $64,998.84 + $3,899.88 6% sales tax =
$68,898.72
RENT ADJUSMENT(S): 5% Annually
SECURITY DEPOSIT: $ 0
FIRST MONTH RENT: $5,416.57 + $324.99 = $5,741.56
LAST MONTH RENT: $ 0
Initials: TENANT _________, DATE __________
1
TABLE OF CONTENTS
SECTION
1. TERM
2. USE OF PREMISES
3. ASSIGNMENT OR SUBLETTING
4. VACATING UPON TERMINATION
5. DESERTION
6. RIGHT TO MORTGAGE AND SALE OR ASSIGNMENT OF LEASE
7. RE-ENTRY ON DEFAULT
8. ATTORNEY'S FEES FOR DEFAULT
9. PAST DUE PAYMENT
10. TENANT'S CARE
11. DAMAGE TO PREMISES
12. RIGHT OF RE-ENTRY FOR INSPECTION
13. CONDEMNATION
14. NON-LIABILITY OF LANDLORD
15. RULES AND REGULATIONS
16. FIRE
17. REPAIRS
18. WAIVER
19. RENEWALS
20. LANDLORD'S LEIN
21. ACCELERATION OF RENTAL IF INSTALLMENT NOT PAID
22. REMOVAL OF PROPERTY AS REASON FOR ACCELERATION OF RENT
23. TAX AND INSURANCE EXPENSES
Initials: TENANT _________, DATE __________
2
24. UTIITIES AND SERVICES
25. TERMS
26. SUCCESSORS
27. IMPROVEMENTS TO PREMISES
28. FLOORING
29. LIGHTING
30. AIR CONDITIONING AND HEATING
31. DAMAGE TO BUILDING
32. WINDOW MAINTENANCE
33. FIRE EQUIPMENT AND INSPECTIONS
34. RADON GAS DISCLOSURE
35. REKEYING DOOR LOCKS
36. LICENSES
37. SECURITY DEPOSIT
38. LIENS
39. TIME OF ESSENCE
40. DUE FORMATION AND AURTHORITY OF TENANT
41. HEADINGS
42. HOLDING OVER, SURRENDER OF PREMISES
43. ENVIRONMENTAL SECTION ATTACHED
SECTION
RULES AND REGULATIONS
SECTION
ADDENDUM TO BUSINESS LEASE
Initials: TENANT _________, DATE __________
3
LEASE
BUSINESS LEASE made this 27th day of December, 2005, by and between Xxxxx Road
Plaza, LLC, whose address is 00000 X. Xxxxxx Xxxx, Xxxxx Xxxxxxx, XX 00000 (Tel:
000-000-0000), hereinafter referred to as "LANDLORD", and Cygene, Inc. whose
address is 0000 Xxxxx Xxxx (Tel: 000-000-0000), hereinafter referred to as
"TENANT".
1. DESCRIPTION, TERM AND RENT: The LANDLORD hereby agrees to rent unto
the TENANT approximately 3779 square feet in the building located at 0000 Xxxxx
Xxxx, Xxxxx Xxxxxxx, XX 00000, for the term of one year(s) at a rental rate as
follows:
FIRST YEAR: $64,998.84 + $3,899.88 6% SALES TAX = $68,898.72
SECOND YEAR:
THIRD YEAR:
FORTH YEAR:
FIFTH YEAR:
The TENANT agrees to pay rent to the LANDLORD at 00000 X. Xxxxxx Xxxx, Xxxxx 00,
Xxxxx Xxxxxxx, XX 00000, or at such other place as may be designated in writing
by the LANDLORD to the TENANT. Rent shall be paid in equal monthly installments,
including sales tax, in a advance without demand on the first day of each month
during the term of this lease. This lease shall commence on January 1, 2006, and
the lease shall end on the 31st day December, 2006 with one (1) one (1) year
option with a 5% increase to base rent.
The LANDLORD acknowledges the receipt of $ -0- which represents:
First month's rent payment $
First month's sales tax (6%) $
Last month's rent payment $
Damage and security deposit $
2. USE OF PREMISES: The premises hereby leased shall be used and
occupied by the TENANT and the TENANT'S employees for the business of Laboratory
and no other purpose whatsoever. As a material consideration hereto the TENANT
covenants that TENANT will not, without written consent o f the LANDLORD, permit
the premises to be occupied by any person, firm or corporation other that the
TENANT whose name appears on this lease, and that the premises shall be used for
no other purpose than as stated herein. The TENANT covenants that no nuisance or
hazardous trade or occupation shall be permitted or carried on in or upon said
premises. No act or thing shall be permitted and nothing shall be kept on or
about said premises which will increase the risk of hazard of fire, and no
hazardous waste shall be permitted upon, or any damage done to said premises.
The TENANT further covenants not to conduct any business, or permit any business
to be conducted or permit any act or thing contrary to, or in violation of, the
laws of the United States of America, the State of Florida, or the ordinances of
the municipality in which this property is located and those of the County of
Broward, State of Florida.
3. ASSIGNMENT OR SUBLETTING: Without written prior consent of the
LANDLORD the term hereby demised shall not be assigned, mortgaged, pledged or
transferred, nor shall any right or interest thereto or therein be conferred on
or vested in anyone other than the TENANT, whether by operation of the law or
otherwise, nor shall the TENANT let, underlet, or permit the leased premises or
any part thereof to be used by others for hire or for any other purpose than as
above stated. If the LANDLORD shall permit the assignment of this lease or a
subletting of the premises or any part thereof, one or more times, such
permission shall not constitute a waiver of this clause or be deemed to permit
any further assignment or subletting. Should the LANDLORD consent to the
assignment of the lease, or any interest therein, or to subletting the demised
premises in whole or in part, the TENANT does hereby guarantee the payment of,
and covenants to pay the rent and all charges reserved hereunder and covered
hereby until the expiration of the term hereof; and no failure of the LANDLORD
to promptly collect from TENANT from the guarantee by such TENANT of the payment
for such rental charges. The TENANT shall reimburse the LANDLORD for the
reasonable time and expenses incurred by LANDLORD, not to exceed the sum of Five
Hundred and no/100 ($500.00), in processing any request of TENANT for approval
by LANDLLORD of assignment or subletting pursuant to this LEASE. In the event of
the death of the TENANT, or if a Receiver is appointed by any court of competent
jurisdiction of any assignment for the benefit of the creditors or shall take or
attempt to take the benefit of any insolvency acts, statures, or laws now in
force or hereafter enacted or an execution shall be issued pursuant to a
judgment rendered against the TENANT written notice of thirty (30) days of its
intention to terminate the lease, served upon the TENANT or left upon the
demised premises; and the term hereof shall absolutely expire and terminate
immediately upon the expiration of said thirty day period. Any assignment or
subletting of this Lease, without the written consent of the LANDLORD, shall
constitute a breach of this Lease.
4. VACATING UPON TERMINATION: TENANT further covenants and agrees that
upon expiration of said term, or upon the termination of the Lease for any
cause, they will at once surrender and deliver up the whole of the above
described premises, together with all improvements thereon to the LANDLORD, his
agent and assigns. TENANT further covenants that they will leave the premises in
the exact state of repair and condition as they found it, subject to reasonable
wear and tear during the term of tenancy. TENANT further agrees to notify the
LANDLORD of the day they will vacate the premises and to allow a representative
of the LANDLORD to inspect the premises to see that the premises are in the same
state and repair as they were at the time the property was rented to the TENANT,
subject only to reasonable wear and tear during the term of the tenancy.
Initials: TENANT _________, DATE __________
4
5. DESERTION: In case the leased premises shall be deserted or vacated
(surrender of the key shall not be necessary in order that the premises may be
deemed deserted or vacated) the LANDLORD shall have the right and authority to
re-enter the premises either by force or otherwise, without being liable for any
prosecution or claim thereof, and to hold said premise as if this Lease had not
been made; and upon such re-entry the estate hereby granted shall be at an end;
or, at the option of the LANDLORD, to be exercised by written notice mailed to
the TENANT or left upon the demised premises, the prosecution or claim therefor,
and relet the same, as the agent of the TENANT and receive the rent therefor and
apply the same to the payment of the rent due hereunder, holding the TENANT
liable for any deficiency; or the LANDLORD may at its option, terminate this
Lease by giving the TENANT a written notice thirty (30) days of its intention to
terminate the Lease served upon the TENANT or left upon the demised premises,
and the term hereof shall absolutely expire and terminate immediately upon the
expiration of said thirty (30) day period.
6. RIGHT TO MORTGAGE AND SALE OR ASSIGNMENT OF LEASE: The LANDLORD
reserves the right and privilege to subject and subordinate this LEASE at all
times to the lien of any mortgage or mortgages now or hereafter placed upon the
LANDLORD'S interest in the said Premises and on the land and buildings of which
said Premises are a part, or upon any buildings hereafter placed upon the land
of which the Premises are a apart (the holder of any such mortgage hereinafter
referred to as mortgagee), and to any and all advances to be made under such
mortgages, and all renewals, modification, extensions, consolidations and
replacements thereof.
TENANT covenants and agrees to execute and deliver, upon demand, such further
instrument or instruments subordinating this LEASE on the foregoing basis to
lien of any such mortgage or mortgages as shall be desired by the LANDLORD and
mortgagees or proposed mortgagees.
TENANT shall, in the event of the sale or assignment of LANDLORD'S interest in
the premises, or in the event of any proceedings brought for the foreclosure of,
or in the event of the exercise of the power of sale under any mortgage covering
the premises, attorn to and recognized such purchaser or mortgagee as LANDLORD
under this LEASE, and in any such events, LANDLORD named herein Shall not
thereafter be liable on the LEASE.
At any time, and from time to time, upon the written request of LANDLORD or any
mortgagee, TENANT within ten(10) days of the date of such written request,
agrees to execute and deliver to LANDLORD and/or mortgagee, without charge and
in a form satisfactory to LANDLORD and/or such mortgagee, a written statement:
(a) ratifying the LEASE; (b) confirming the commencement and expiration dates of
the Term of this LEASE; (c) certifying that TENANT is in occupancy of the
Premises and that this LEASE is in full force and effect and has not been
modified, assigned, supplemented or amended, except by such writings as shall be
stated; (d) certifying that all conditions and agreements under the LEASE to be
satisfied and performance have been satisfied and performed, except as shall be
stated; (e) certifying the LANDLORD is not in default under this LEASE and there
are no defenses or offsets against the enforcement of this LEASE by LANDLORD, or
stating the defaults and/or defenses claimed by TENANT; (f) reciting the amount
of advance rental, if any, paid by TENANT and the date to which rental has been
paid; (g) reciting the amount of security deposited with LANDLORD, if any; and
(h) any other information which landlord or the mortgagee shall require.
7. RE-ENTRY ON DEFAULT: Provided that in case any rent shall be due and
unpaid after the first month when the rent payments are due, or a default shall
be made in any of the covenants herein contained, or if said premises shall be
abandoned, deserted, or vacated, then it shall be lawful for the said LANDLORD,
his agents, attorneys, successors or assigns to re-enter, repossess the said
premises and the TENANT and each and every occupant to remove and put out, and
upon re-entry as aforesaid this LEASE shall terminate. In the event of re-entry
by the LANDLORD as herein provided TENANT shall be liable in damages to said
LANDLORD for all loss sustained. TENANT shall be responsible for the remaining
payments due under said Lease even though they vacate during the terms of the
Lease, if said TENANT has not obtained the written consent of the LANDLORD to
vacate.
8. ATTORNEY'S FEES FOR DEFAULT: the undersigned TENANT further agrees
that should it become necessary for the LANLORD to secure the services of an
attorney to enforce any of the provisions of this Lease, which shall include the
circumstances when the TENANT breaches a term of this Lease or fails to pay the
rent when due, the said TENANT shall be responsible for any reasonable
attorney's fees incurred by the landlord, whether is was necessary for the
attorney to institute legal action or enforce the terms of the Lease without the
institution of legal action, such as the necessity of a demand letter from an
attorney. The prevailing party will be entitled to legal fees in the event of
any suit brought forth to enforce rights or obligations under this lease.
9. PAST DUE PAYMENT: If any payment of rent or other payment is not
paid when due, the TENANT, as a penalty for such delinquency, pay to LANDLORD a
$25.00 per day late charge if payment is not received within five (5) days of
due date. This provision shall not be construed to relieve TENANT from any
default hereunder arising through the failure on the part of the TENANT to make
any payment at the time and in the manner specified. In addition, any sum
accruing to LANDLORD under the terms and provisions of this LEASE which shall
not be paid when due shall bear interest at the highest lawful rate from the
date the same becomes due and payable by the terms of the provisions of this
LEASE until paid.
10. TENANT'S CARE: The TENANT shall take good care of the leased
premises and the fixtures therein; and at the expiration or other and/or earlier
termination of the term, shall surrender to the LANDLORD the said premises and
fixtures in as good condition as reasonable use will permit. All injury done by
the TENANT or the agents, clerks, servants, or visitors of the TENANT, shall be
repaired by the LANDLORD at the expense of the TENANT. The cost thereof shall be
determined on the statement rendered by the LANDLORD to the TENANT, and the sum
so determined shall be payable to the LANDLORD upon delivery of such statement,
and if not paid within ten (10) days thereafter, the said sum shall become so
much additional rent for the succeeding month, payable with the installment of
rent next becoming due, and collectible as such.
Initials: TENANT _________, DATE __________
5
11. DAMAGE TO PREMISES: The TENANT covenants that all personal property
placed on the premises shall be at the risk of the TENANT, and the LANDLORD
shall not be liable for any damage to any property or person at any time in the
leased premises or in said building from gas, electricity, water, rain, whether
they may leak into, issue or flow from any part of said building or from the
pipes or plumbing works of the same, or from any other place or quarter, or,
irrespective of the foregoing, for any damage from any cause, whether or not any
such damage may result from any act of omission or commission by any of the
LANDLORD'S agents, employees, servants or contractors. The TENANT shall give the
LANDLORD, or to its agent, prompt written notice of any accident xxx or defect
in , the water pipes, warming apparatus or electrical wires, and the same will
be remedied by the LANDLORD with due diligence, subject to the provisions of the
paragraph "TENANT'S CARE".
12. RIGHT OF RE-ENTRY FOR INSPECTION: TENANT further agrees to permit
the LANDLORD or the LANDLORD'S agents to inspect or examine the Premises at any
reasonable time, and to permit the LANDLORD to make such repairs or improvements
to the building of which the Premises are a part that the LANDLORD may deem
desirable or necessary for its preservation and which the TENANT has not
covenanted to do or has failed to do. In the event of an emergency LANDLORD
shall have the right to enter the Premises without TENANT'S permission.
TENANT further agrees that in the event the LEASE is not being renewed on or
after three (3) months next preceding the expiration of the Term of this LEASE
the LANDLORD or its agents shall have the right to show the Premises to
potential tenants.
13. CONDEMNATION: In the event the whole or any part of said building
shall be lawfully condemned or taken in any manner for any public use, the
LANDLORD may at its option terminate the estate hereby granted as of the time
title to, or at the LANDLORD'S option right to, possession of said premises
shall vest in or be taken by public authority, and the LANDLORD shall be
entitled to any and all income rent, awards, or any interest therein whatsoever
which may be paid or made in connection with such public use.
14. NON-LIABILITY OF LANDLORD: The LANDLORD or any successor in
interest that may be an individual, joint venture, tenancy in common,
corporation, firm or partnership, general or limited, shall not be subject to
personal liability on such individual or on the members of such joint venture,
tenancy in common, corporation, firm or partnership in respect to any of the
covenants or conditions of this LEASE. The TENANT shall look solely to the
equity of the LANDLORD in this premises and the rents, issues and profits
derived therefrom for the satisfaction of the remedies of the TENANT in the
event of a breach by the LANDLORD. It is mutually agreed that this clause is and
shall be considered an integral part of the LEASE.
TENANT will indemnify, save harmless, and defend LANDLORD from and against any
and all claims and demands in connection with any accident, injury or damage
whatsoever caused to any person or property arising directly or indirectly out
of TENANT'S initial construction, alteration, renovation, remodeling and/or
fixturing of the Premises' whether or not occurring prior to the Commencement
Date hereof), or out of the business conducted in the Premises or occurring in,
on or about Premises or any part thereof, or arising directly or indirectly from
any omission of TENANT or any of its contractors, subcontractors, or
concessionaires or sub-tenants of their respective licensees, servants, agents,
employees, contractors, sub-contractors, or arising directly or indirectly from,
or in any way connected with: (i) the presence, or use, generation, treatment or
storage on, under or about the Premises of any Hazardous Materials on the
Premises, or the disposal or release of Hazardous Materials on the premises; or
against any and all costs, expenses and liability incurred in connection with
any such claim or proceeding brought thereon. The comprehensive general
liability coverage maintained by TENANT pursuant to Paragraph 23 of this LEASE
shall specifically insure the contractual obligation of TENANT as set forth
herein.
15. RULES AND REGULATIONS: The TENANT covenants and agrees that all
rules and regulations attached hereto or hereafter adopted by the LANLORD or its
agent and made known to tenant shall have the same force and effect as covenants
of said Lease.
16. FIRE: In case of injury to the demised premises or appurtenances by
fire or other cause, the TENANT shall give immediate notice thereof to the
LANDLORD. If the demised premises shall be damaged by fire or other cause
without fault or neglect of the TENANT, or the agents, clerks, servants or
visitors of the TENANT, the injury shall be repaired at the expense of the
LANDLORD as speedily as possible after such notice. If, without such fault or
neglect the demised premised shall be rendered untenantable by the elements or
any other cause, or so nearly destroyed as to require rebuilding, the rent shall
be paid up to the time of such destruction and from thenceforth this Lease shall
cease and come to an end. No compensation or claim will be allowed by the
LANDLORD by reason of inconvenience, annoyance, or injury to business arising
from the necessity of repairing any portion of the building or its plant or
appurtenances, however the necessity may occur.
17. REPAIRS: The LANDLORD covenants to keep the said building in good
structural repair, so far as concerns the TENANT, except as herein otherwise
provided; but no liability to the TENANT shall accrue under this covenant until
after the TENANT has given reasonable notice in writing to the LANDLORD of the
specific repairs which are so required to be made. Nothing herein contained
shall affect the liability of the LANDLORD in case of the destruction of the
building or the demised premises or injury to the same by fire or other cause.
a. LANDLORD shall maintain the roof and the exterior walls of the
Premises, excepting any glass or doors that are a part of the Premises, and any
improvements done by or on behalf of the TENANT; provided that TENANT shall give
LANDLORD prior written notice of the necessity of any repairs; and provided
further that if any repair is required by reason of the negligence or
intentional misconduct of TENANT or any of its agents, employees, or invitees,
LANDLORD may make such repairs and add the cost thereof to the next installment
of Rent thereafter coming due. Except as herein provided, LANDLORD shall have no
obligation to repair, maintain, alter, replace, or modify the premises or any
part thereof, or any electrical, plumbing, heating, air conditioning, or other
mechanical installation within or serving the premises.
Initials: TENANT _________, DATE __________
6
Any failure by LANDLORD to furnish, or delay in furnishing, any maintenance or
services that are required of LANDLORD under this Section 17a or otherwise under
this Lease, when such failure is caused by acts of God; accidents; breakage;
repairs; strikes; lockouts; other labor disputes; the making of repairs,
alterations, or improvements to the Premises or any part of the Project;
inability to obtain an adequate supply of fuel, steal water, electricity, labor
or other supplies; or by any other condition beyond LANDLORD'S reasonable
control including, without limitation, any governmental energy conservation
program shall not constitute a default by LANDLORD under this Lease, shall not
render LANDLORD liable for any damages directly or indirectly resulting from
such failure or delay, shall not permit TENANT to xxxxx any rent or relieve
TENANT from any of its obligation under this lease, shall not constitute a
constructive or other eviction of TENANT, and shall not entitle TENANT to any
damages resulting from such failure or delay.
b. TENANT shall keep the interior of the Premises, which includes, but
is not limited to, all electrical, plumbing, heating, air conditioning, and
other mechanical installations therein, and all glass and doors that are a part
of the Premises, and any improvements done by or on behalf of TENANT, in good
order and clean and attractive appearance, making all repairs, alterations,
replacements, and modifications at its own cost and expense, and using materials
and labor of a kind and quality equal to that original work. TENANT shall
maintain the Premises in accordance with all requirements of law. Including
(without limitation) the American with Disabilities Act (as the same may be
amended). TENANT agrees to maintain in good condition the electrical, heating
and air conditioning equipment for the Premises with a licensed and insured
contractor approved by LANDLORD.
18. WAIVER: Failure of the LANDLORD to insist upon strict performance
of any of the covenants or conditions of this Lease or to exercise any right or
option herein contained shall not be construed as a waiver or relinquishment for
the future of any such covenant, condition or right of election; but the same
shall remain in full force and effect. The TENANT undertakes and agrees (and any
person claiming to be a sub-tenant or assignee undertakes and agrees) that the
acceptance by the LANDLORD of any rent from any person shall be, deemed to be a
sub-tenant or assignee of the Lease. The LANDLORD may accept rent from any
person at any time without in any way waiving any right under this Lease. None
of the conditions, covenants and provisions of this indenture shall be waived or
modified except by the parties hereto in writing, and no oral waiver or
modification shall be binding under any circumstances.
19. RENEWALS: If the TENANT shall desire to retain the premises beyond
the expiration of this Lease, then, and in such event, the TENANT shall give
notice in writing three months before expiration of this Lease to the LANDLORD
by delivering to the LANDLORD a written request for such extension of Lease.
And, in the event the LANDLORD consents thereto, such consent shall be
manifested by a written document only, executed by the LANDLORD; and, if the
extension is effected, then the contract of Lease so extended shall be in all
respects the same as the original, except as otherwise set forth in such written
document. Nothing herein contained, however, shall be construed as requiring
LANDLORD to execute or grant renewal or extension of this Lease to the TENANT
beyond the present term thereof.
20. LANDLORD'S LIEN: The TENANT pledges to the LANDLORD all the
furniture, fixtures, good and chattels of said TENANT which are or may be
usually kept on the premises as security for the payment of the rent herein
reserved and all debts, costs, expenses, charges and damages herein mentioned
for the full term hereof and all costs, charges and fees which the LANLORD may
incur or sustain in collecting the same or any part thereof; and the TENANT
covenants that the said lien and also the statutory lien for rent may by
enforced by distress or foreclosure, either or both, at the election of the
LANDLORD; and, in case of the failure of the TENANT to pay the rent herein
reserved and the debts, damages and charges herein mentioned when the same shall
become due and the same is collected by or through an attorney. The TENANT
agrees to pay the LANDLORD in addition to said rent and charges all costs and
expenses to which the LANDLORD may be put in collecting the same, including a
reasonable attorney's fee.
21. REMOVED
22. REMOVAL OF PROPERTY AS REASON FOR ACCELERATION OF RENT: The TENANT
further covenants and agrees that, if the TENANT should at any time during the
continuance of this Lease remove or attempt to remove the goods, furniture,
effects, improvements and personal property brought thereon out of or from said
premises (except in the regular course of trade) without having paid in full all
rent which shall become due during the term of this Lease, or should an
execution of this process be levied on the goods and chattels of the TENANT in
and on said premises and not within ten (10) days thereafter released, or if a
petition in bankruptcy be filed against TENANT and not immediately defended
against by TENANT, or should an assignment be made for the benefit of the
TENANT'S creditor or a receiver appointed by petition filed against TENANT and
not immediately defended against, or should the TENANT violate any other
condition of this Lease, then and in such case, or on the happening of any one
or more of such cases, the whole rent for the whole term of this Lease shall at
once in the same manner, as if the terms of this Lease shall at once become due
and payable and the LANDLORD may proceed by attachment, suit or otherwise to
collect the whole rent reserved in the same manner; as if the terms of this
Lease, the whole rent for the entire term, were payable in advance.
23. INSURANCE: Liability, Workers' Compensation and Casualty Insurance
to be furnished by TENANT, and Indemnification. TENANT shall purchase and
maintain in force at all times during the LEASE Term, public liability, property
damage insurance, and workers' compensation insurance, when required, at
TENANTS' sole cost and expense, insuring against loss, cost and with the
occupancy or use of the Demised Premises by TENANT, and the outside areas
immediately adjoining the Demised Premises, including but not limited to the
hallways (or, if applicable, sidewalks) adjacent to the Demised Premises if
applicable, such insurance to include LANDLORD as additional insured, to be
carried with an insurer reasonably acceptable to the LANDLORD, and to have
limits which as to public liability and property damage insurance shall be not
less that $1,000,000.00 for injury to or death of one person and $2,000,000.00
in the aggregate, and $50,000.00 for injury to property.
Initials: TENANT _________, DATE __________
7
TENANT shall indemnify and save LANDLORD harmless from any loss, liability, cost
or expense (including attorney's fees and court costs incurred in the defense
thereof) arising out of or in connection with TENANT'S use and occupancy of the
Demised Premises or any products or services sold, stocked, or made available
either thereon or from the Demised Premises, including any injuries to persons
or damages to property, unless caused by the acts or omissions of LANDLORD.
a. Copies of Policies to be furnished by TENANT. TENANT shall furnish
LANDLORD with either a copy of each of the policies insuring the risks referred
to in the foregoing Sections or certificates of insurance evidencing such
coverage and renewals thereof.
b. TAX AND INSURANCE EXPENSE: TENANT will be responsible for their
share (3779 RSF) of any increase in the amount of Real Estate Taxes over the
Base year 2004 Taxes, and any increase in the Amount of Insurance on the
building over the Base Year 2004. TENANT shall pay, before delinquency, all
personal property taxes and assessments on the furniture, fixtures, equipment,
merchandise and other property of Tenant's at any time situated or installed in
the leased premises made or installed by tenant subsequent to the commencement
date. If at any time during the term of this Lease any of the foregoing assessed
as a part of the real property of which the leased premises are a part, Tenant
shall pay to Landlord upon demand the amount of such additional taxes as may be
levied against said real property by reason thereof. For the purpose of
determining said amount, figures supplied by the County Tax Appraiser as to the
amount so assessed shall be binding and conclusive.
24. UTILITIES AND SERVICES: The LANDLORD shall provide at its own
expense the following services: Water to the extent that would not exceed the
amount required for normal office use and trash removal to the extent that trash
does not exceed what could be considered the normal amount of trash generated by
an office. The two (2) cubic yard dumpster on the premises shall be emptied one
time a week at the LANDLORD'S expense, any excessive amount of trash that will
require any additional increase in the size of the dumpster or additional number
of times to be emptied during a week shall be billed to the TENANT. TENANT shall
be responsible for the removal of trash in excess of normal daily business
operations. All other utilities and services (electricity, telephone, etc.)
shall be provided by TENANT and at TENANT'S expense. In no event shall LANDLORD
be liable for the quality, quantity, failure or interruption of such services to
the Premises.
25. TERMS: Every term of this agreement shall be deemed and construed
to be the essence thereof, and any breach shall be deemed and construed to be
the very substance of the Agreement; and the TENANT hereby consents to the
issuance of an injunction by any Court of competent jurisdiction restraining any
threatened breach or any continuing breach of any covenant imposed upon the
TENANT herein.
26. SUCCESSORS: This agreement shall inure to and be binding upon the
successors and assigns of the TENANT.
27. IMPROVEMENTS TO PREMISES: All improvements and renovations to the
premises shall be conducted at the expense of TENANT in conformance with
municipal ordinances and the applicable building codes. No sign, advertisement,
display or notice visible from the exterior of the building shall be exhibited
without the prior written approval of the LANDLORD, and the City of Coral
Springs. Upon the expiration of this Lease, LANDLORD shall have the option to
require TENANT to remove all improvements constructed or added by TENANT. TENANT
further covenants not to permit alterations of or upon any part of the Premises
except by and with the written consent of the LANDLORD. All alterations shall
remain for the benefit of the LANDLORD unless otherwise provided in the said
written consent above mentioned; and, the TENANT further agrees, in the event of
making such alterations as herein provided, to indemnify and save harmless the
LANDLORD from all expenses, liens, claims or damages to either persons or
property or the Premises, arising out of or resulting from the undertaking or
making of said alterations.
28. FLOORING: The LANDLORD shall furnish a concrete floor. All floor
coverings shall be furnished and installed by TENANT.
29. LIGHTING: Lighting on the interior of the premises shall be
maintained by the TENANT.
30. AIR CONDITIONING AND HEATING: TENANT shall be obligated to retain
and contract for an air conditioning service contract through a service company
approved by LANDLORD, to service and maintain the air conditioning equipment on
a regular periodic inspection and service basis calling for inspection and
servicing on not less that a quarterly basis. A copy of the contract will be
submitted to the LANDLORD'S office. TENANT will be responsible for all
maintenance of the air conditioning equipment. LANDLORD will be responsible for
necessary replacement of air conditioning units.
31. DAMAGE TO BUILDING: TENANT is responsible for all expense incurred,
by the LANDLORD, due to any damage to the building caused by the TENANT'S
occupying the premises beyond normal wear and tear.
32. WINDOW MAINTENANCE: TENANT is responsible for the cleaning of the
exterior and the interior of the windows on a monthly basis. Window tinting of
any kind is strictly prohibited without prior written consent of the LANDLORD.
33. FIRE EQUIPMENT AND INSPECTIONS: TENANT is responsible for the
installment of, and maintenance of, all fire equipment as required by local fire
inspectors.
34. RADON GAS DISCLOSURE: RADON GAS 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.
Initials: TENANT _________, DATE __________
8
35. REKEYING DOOR LOCKS: All keys must be returned to the LANDLORD upon
termination of the LEASE. If the TENANT shall desire to rekey the exterior door
locks, it shall be at the TENANT'S expense. The TENANT shall be required to
furnish a duplicate key to the LANDLORD immediately upon rekeying the door
locks.
36. LICENSES: TENANT will be responsible to provide all licenses
necessary to do business.
37. SECURITY DEPOSIT: TENANT, contemporaneously with the execution of
this LEASE, has deposited with LANDLORD the Security Deposit as security for the
full and faithful performance by TENANT of all the terms, covenants and
conditions of this LEASE upon TENANT'S part to be performed, which sum shall be
returned to TENANT after the time fixed as the expiration date of the Term,
provided TENANT has fully and faithfully carried out all of the terms, covenants
and conditions on TENANT'S part to be performed. LANDLORD shall have the right,
but not the obligation, to apply any part of the deposit to cure any default of
TENANT, and if the LANDORD does so , TENANT shall, upon demand, deposit with
LANDLORD the amount so applied so that the LANDLORD shall have the full deposit
on hand at all times during the Term. TENANT'S failure to pay to LANDLORD a
sufficient amount to restore the security to the original sum deposited within
ten (10) days after receipt of demand therefore shall constitute a default under
this LEASE. No interest shall be paid by LANDLORD to TENANT on such security
deposit. In the absence of evidence satisfactory to the LANDLORD of any
assignment of the right to receive the security, or the remaining balance
thereof, the LANDLORD may return the security to the original TENANT regardless
of one or more assignments of the LEASE itself.
38. LIENS: Nothing contained in the LEASE shall be construed as a
consent on the part of the LANDLORD to subject the estate of the LANDLORD to
liability under the Mechanic's Lien Law of the State of Florida, for work done
by or on behalf of TENANT, 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 F.S. 713, or any
successor statute. In the event that a Mechanic's claim of lien is filed against
the property in connection with any work performed by or on behalf of the
TENANT, the TENANT shall satisfy or bond such claim, or shall deposit a sum
equal to 150% of the claim with the LANDORD, within ten (10) days from the date
of filing. In the event that the TENANT fails to satisfy, bond or deposit such
sums within said ten (10) day period, the LANDLORD may, but shall not be
obligated to, do so and thereafter charge the TENANT, as additional rent, all
costs incurred by the LANDLORD in connection with satisfaction of such claim,
including attorney's fees and interest at the highest rate allowed by law.
Further, the TENANT Agrees to indemnify, defend and save the LANDLORD harmless
from and against any damages or loss incurred by the LANDLORD as a result of any
such mechanics' lien including but not limited to attorney fees and costs. If so
requested by the LANDLORD, the TENANT shall execute a short form or memorandum
of this LEASE, which may, in the LANDLORDS discretion be recorded in the Public
Records for the purpose of protecting the LANDLORD'S estate from mechanics'
claim of lien, as provided in Florida Statutes Section 713.10. 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 Paragraph, but such
use shall not be deemed to cure such default and upon demand TENANT will
promptly reimburse the security deposit or any portion of it used. This
Paragraph shall survive the termination of this LEASE.
39. TIME OF ESSENCE: Time is of the essence of this LEASE, and of each
and every covenant, term, condition and provision hereof.
40. DUE FORMATION AND AUTHORITY OF TENANT: (Applicable for Corporate
Tenants) TENANT hereby represents and warrants that TENANT is a corporation duly
organized, validly existing and currently in good standing of the laws of the
State of Florida and that tenant has the power and authority to enter into this
LEASE. TENANT further represents and warrants that the execution, delivery and
performance of the obligations under this LEASE has been duly and properly
authorized pursuant to all requisite corporate action on behalf of TENANT and
that TENANT is not in default under any law, rule, regulation, order writ,
judgment, injunction, decree, determination of award or any such indenture,
agreement, lease or instrument which may effect TENANT'S performance of its
obligations under this LEASE.
41. HEADINGS: The captions, paragraph numbers, and descriptions
association with same are inserted only as a matter of convenience and in not
way define, limit or describe the scope or intent of such paragraphs of this
LEASE or in any way affect this LEASE.
42. HOLDING OVER, SURRENDER OF PREMISES: In the event the Tenant shall
hold over the leased premises after the expiration of the term hereof with the
consent of the Landlord either expressed or implied, such holding shall be
construed to be only a tenancy from month-to-month, subject to all the
covenants, conditions and obligations hereof and the Tenant hereby agrees to pay
the Landlord, minimally, One hundred Fifty Percent (150%) of the rent being paid
at the time of the expiration of the original term of the lease.
43. See "ADDENDUM TO BUSINESS LEASE" Environmental Section.
Initials: TENANT _________, DATE __________
9
RULES AND REGULATIONS
1. The sidewalks, entrances, passages, courts, elevators, vestibules,
stairways, corridors, or halls shall not be obstructed or encumbered by
any TENANT or used for any purpose other than ingress and egress to and
from the demised premises.
2. No awnings or other projections shall be attached to the walls or the
building without the prior written consent of the LANDLORD. NO window
tinting, curtains, blinds, shades, or screens shall be attached to, or
hung in, or used in connection with any window or door of the demised
premises, without the prior written consent of the LANDLORD. Such
awnings, projections, curtains, blinds, shades, screens or other
fixtures must be of a quality, type, design, color and attached in a
manner approved by the LANDLORD.
3. No sign, advertisement, notice or other lettering shall be exhibited,
inscribed, painted or affixed by any TENANT on any part of the outside
or inside of the demised premises or building without the prior written
consent of the LANDLORD. In event of a violation of the foregoing by
the TENANT, the LANDLORD may remove same without any liability, and the
LANDLORD may charge the expense incurred for such removal to the TENANT
or TENANT'S violating rule. Interior signs on doors and directory
tablets shall be inscribed, painted, or affixed at the expense of the
TENANT, and shall be of a size, color and style acceptable to the
LANDLORD.
4. The sashes, sash door, skylights, windows, and doors that reflect light
and air into the halls, passageways or other public places in the
buildings shall not be covered or obstructed by any TENANT, nor shall
any bottles, parcels or other articles be placed on the window xxxxx.
5. The water and wash closets and other plumbing fixtures shall not be
used for any purpose other than those for which they were constructed
and no sweeping debris, rubbish, rags or other substances shall be
thrown therein. Any damages resulting from any misuse of the fixtures
shall be borne by the TENANT whose servant, employees, agents,
visitors, or licensees shall have caused the same.
6. NO TENANT shall xxxx, paint, drill into, or in any way deface any part
of the demised premises or the building of which they form a part. No
boring, cutting, or stringing of wires shall be permitted, except as
may be directed with written consent of the LANDLORD.
7. No vehicles, bicycles, or animals of any kind, shall be brought into or
kept in or about the premises, and no cooking shall be permitted by any
TENANT, except as may be directed with written consent of the LANDLORD.
8. No TENANT shall make, or permit to be made, any unseemly or disturbing
noises that disturb or interfere with the occupants of this or
neighboring premises, or those having business with them, whether by
use of any musical instrument, unmusical noise, radio, talking machine,
whistling, singing, or in any other way. VIOLATION OF THIS PARAGRAPH
CONSTITUTES A MATERIAL VIOLATION AND WILL RESULT IN DEFAULT OF THE
LEASE. No TENANT shall throw anything out the doors, windows, skylights
or down the passageways.
9. No additional locks or bolts of any kind shall be placed upon any of
the doors or windows by the TENANT, nor shall any changes be made in
existing locks or the mechanisms thereof. TENANT must, upon the
termination of his tenancy, restore to the LANDLORD all keys for the
offices and toilet rooms either furnished to, or otherwise produced by
such TENANT.
10. All removals, or the carrying in or out of safes, freight, furniture,
or bulky matter of any description must take place during the hours
which the LANDLORD, or its agents, may determined. The LANDLORD
reserves the right to prescribe the weight and positions of all safes,
which, when installed, must be placed upon two inch thick strips to
distribute the weight. The moving of safes, or other fixtures, or bulky
matter of any kind, must be done after previous notice to the LANDLORD.
Any damage done to the building or to the TENANTS or to any other
persons in bringing or removing safes, furniture or other bulky or
heavy articles shall be paid for by the TENANT.
11. No TENANT shall occupy or permit any portion of the premises demised to
him, to be used for manufacturing or for the possession, storage, or
sale of liquor or narcotics. No TENANT shall occupy or permit any
portion of the premises demised to him to be used as a barbershop,
manicure shop or as an employment bureau. No TENANT shall engage or pay
any employees on the demised premises, except those actually working
for such TENANT on said premises, nor shall TENANT advertise for
laborers giving an address at said premises.
12. Each TENANT, before closing and leaving said premises shall see that
all windows are closed. All TENANTS and occupants must take strict care
not to leave their windows open when it rains, and for any carelessness
in this respect the TENANT shall make good any injury sustained by
other TENANTS, and to the LANDLORD for any damages to drywall, paint,
plastering or any other part of the building resulting from default or
carelessness.
13. The premised shall not be used for gambling, lodging, sleeping, or for
any immoral or illegal purpose.
14. The requirements of TENANTS will be attended to only upon application
at the office of the LANDLORD. Employees shall not perform any work, or
do anything outside of their duties unless under special instructions
from the office of the LANDLORD.
15. Canvassing, soliciting and peddling in the building is prohibited and
each TENANT shall cooperate to prevent the same
16. TENANT shall have the free use of the mail chutes installed in the
building, but , the LANDLORD in no way guarantees the efficiency of
said mail chutes and shall in no way be responsible for any damage or
delay which may arise from the use thereof.
Initials: TENANT _________, DATE __________
10
17. The LANDLORD specifically reserves the right to refuse admittance to
the building after 7:00 PM daily, or on Sundays and legal holidays, to
any persons who cannot furnish satisfactory identification, or to any
person or persons who, for any reason, in the LANDLORD'S judgment,
should be denied access to the premises. The LANDLORD, for the
protection of the TENANTS and their effect, may prescribe hours and
intervals during the night, on Sundays and legal holidays, when all
persons entering and departing the building be required to enter their
names, the office to which they are going, or which they are leaving,
and the time of entrance or departure. This information shall be
entered into a register provided for that purpose by the LANDLORD.
18. The LANDLORD may retain a passkey to the leased premises, and be
allowed admittance thereto at all times to enable its representatives
to examine the said premises.
19. The LANDLORD reserves the right to make any such other reasonable rules
and regulations as in its judgment which may, from time to time, be
needful for the safety, care and cleanliness of the premises, and the
preservation of good order therein and in any such other or further
rules and regulations shall be binding upon the parties hereto with the
same force and effect as if they had been inserted herein at the time
of execution hereof.
20. No TENANT, nor any of the TENANT'S servants, employees, agents,
visitors, or licensees shall at any time bring or keep upon the demised
premises any inflammable, combustible or explosive fluid, chemical or
substance.
21. The common area shall be subject to the exclusive control and
management of Landlord or such other persons or nominees as Landlord
may designate to exercise such management or control, in whole or in
part over the common area, in Landlord's place and stead. Landlord's
nominees and assignees shall have the right to establish, modify, amend
and enforce reasonable rules and regulations with respect to the common
area. Tenant agrees to abide by and conform with such rules and
regulations, to cause its concessionaires, and its and their employees
and agents, so to abide and conform, and use its best efforts to cause
its customers, invitees and licenses to abide and conform.
In WITNESS WHEREOF the LANDLORD and the TENANT have executed in these presents
this _____ day of __________, 2005.
WITNESSES:
LANDLORD: Xxxxx Road Plaza, LLC
____________________________________ BY:_____________________________
Xxxxx Xxx. VP
TENANT: Cygene, Inc.
____________________________________ BY:_____________________________
Xxxxxx Xxxxxx, President
Initials: TENANT _________, DATE __________
11
ADDENDUM TO BUSINESS LEASE
THIS ADDENDUM is attached to and forms an integral part of that certain Business
Lease of even date herewith by and between, XXXXX ROAD PLAZA, LLC AS LESSOR, AND
CYGENE, INC., AS LESSEE, CONCERNING THE PREMISES LOCATED AT 0000 XXXXX XXXX,
XXXXX XXXXXXX, XX 00000. In the event that this Addendum conflicts with, varies
from, or modifies the terms and conditions of said Business Lease or any prior
addendum thereto, the terms and provisions hereof shall control and govern the
rights and obligations of the parties hereto. The terms of this Addendum are as
follows:
LESSOR and LESSEE agree as follows with respect to the existence of use of
hazardous materials and toxic substances on or about the Demised Premises:
1. LESSEE shall establish and maintain, at its sole expense, a system
to assure and to monitor the continued compliance with all federal,
state, and county governments and their enforcing agencies,
environmental laws and regulations. If LESSEE shall receive:
a) Notice that any alleged violation of any environmental law or
regulation may have been committed or is about to be committed by
LESSEE.
b) Notice that any Administrative or Judicial complaint or Order has
been filed or is about to be filed against the LESSEE alleging
violations of any environmental law or regulation requiring the
LESSEE or any of its employees or agents to take any action in
connection with the release or threatened release of hazardous or
toxic substances or materials into the environment.
c) Any notice from a federal, state, or local governmental agency or
private party alleging that the LESSEE may be liable or responsible
for costs associated with the response to or cleanup of a release
or disposal of hazardous material or toxic substance into the
environment or any damages caused thereby, including without
limitation any notice that the LESSEE is a "potential responsible
party," LESSEE shall provide LESSOR with a copy of such Notice
within ten days of the LESSEE'S receipt thereof.
The LESSEE shall provide the LESSOR with notice of the enactment of or
proclamation of any environmental law, regulation, code, etc,., that may result
in a material, adverse change in the business, financial condition, or
operations of the LESSEE, within fifteen (15) days after the LESSEE obtains
knowledge thereof.
2. LESSEE shall not cause or permit any hazardous materials or toxic
substances to be brought upon, kept, or used in or about the Demised Premises by
LESSEE, its agents, employees, contractors, or invitees, without the prior
written consent of LESSOR. (LESSEE shall supply to LESSOR a list of all such
hazardous materials and toxic substances which LESSEE intends to use or to store
on the Demised Premises.) LESSOR shall not unreasonably withhold such consent as
long as LESSEE demonstrated to LESSOR'S reasonable satisfaction and covenants to
LESSOR that such hazardous materials or toxic substances are necessary or useful
to LESSEE'S business and will be used, kept, and stored in a manner that
complies with all laws relating to any such hazardous materials or toxic
substances so brought upon or used or kept in or about the Demised Premises.
LESSOR'S consent shall be given or withheld within ten (10) business days after
LESSEE provides to LESSOR all required assurances. If LESSEE breaches the
obligations stated in this paragraph, then LESSEE shall indemnify, defend, and
hold LESSOR harmless from any and all costs, liabilities or losses incurred by
LESSOR in properly storing and/or removing such non-conforming hazardous
materials or toxic substances.
3. If the presence of hazardous materials or toxic substances* on the
Demised Premises caused or permitted by LESSEE results in contamination of the
Demised Premises, or if contamination of the Demised Premises by hazardous
material or toxic substances otherwise occurs for which LESSEE is liable to
LESSOR for damage resulting therefrom, as determined by admission or upon a
finding by a licensed environmental consultant after having conducted all of the
required tests in compliance with any state, federal, or local agency, that
LESSEE is liable, then LESSEE shall indemnify., defend and hold LESSOR harmless
from any and all claims, judgments, damages, penalties, fines, costs,
liabilities or losses (including without limitation, diminution in value of the
building or common areas of which the demised Premises are a part, damages
arising from any adverse impact on marketing of space in the building or common
areas of which the Demised Premises are a part, and sums paid in settlement of
claims, actual attorneys' fees, costs, consultant fees and expert fees), which
arise during or after the terms of the LEASE as a result of such contamination.
4. The indemnification hereunder of LESSOR by LESSEE includes, without
limitation, costs incurred in connection with any investigation of site
conditions, including regular inspections, or any clean-up, remedial, removal or
restoration work required or recommended by any federal, state or local
government agency or political subdivision because of hazardous materials or
toxic substances present in the soil or ground water on or under the Demised
Premises and/or the building of which the Demised Premises are a part.
5. a) The indemnity, defense, and hold harmless obligations of LESSEE
under this Addendum shall relate back to the date LESSEE first commenced its'
current occupancy of the Demised Premises and shall survive any termination of
this LEASE.
5. b) The indemnity, defense and hold harmless obligations of LESSEE
under this Addendum shall survive the termination of this LEASE.
Initials: TENANT _________, DATE __________
12
6. Without limiting the foregoing, if the presence of any hazardous
materials or toxic substances on the Demised Premises or building of which the
Demised premises are a part caused or permitted by LESSEE, as determined by
admission or upon a finding by a licensed environmental consultant after having
conducted all or the required tests in compliance with any state, federal, or
local agency, that LESSEE is liable, results in any contamination of the Demised
Premises or the building and common areas of which the Demised Premises are a
part, LESSEE shall promptly take all actions at its' sole expense as are
necessary to return the Demised Premises and the building and common areas of
which the Demised Premises are a part to the Condition existing prior to the
introduction of any hazardous materials or toxic substances; provided that
LESSOR'S approval of such actions shall first be obtained, which approval shall
not be unreasonable withheld or delayed so long as such actions, in LESSORS'
sole and absolute discretion, would not potentially have any material adverse
long-term or short-term effect on the Demised Premises or the building or common
areas of which the Demised Premised are a part.
7. It shall not be unreasonable for LESSOR to withhold its' consent to
any proposed assignment or sublease if: (1) the proposed assignees' or
sublesseess' anticipated use of the Demised Premises involves the generation,
storage, use, treatment or disposal of hazardous materials or toxic substances;
(2) the proposed assignee or sublessee has been required by any prior LANDLORD,
lender or governmental authority to take remedial action in connection with
hazardous materials or toxic substances contaminating a property if the
contamination resulted from such assignees' or sublessees' actions or use of the
property in question; or (3) the proposed assignee is subject to an enforcement
order issued by any government authority in connection with the use, disposal or
storage of any hazardous materials or toxic substances.
8. Any increase in the premium for insurance carried by LESSOR or
required of LESSEE under this LEASE on the Demised Premises or the building or
common areas of which the Demised Premises are a part, as determined by the
insurance carrier, which arises from LESSEES' use and/or storage of theses
materials shall be the sole responsibility of the LESSEE and at his expense.
LESSEE shall procure and maintain at its' sole expense such additional insurance
as may be necessary to comply with any federal, state or local government agency
or special district jurisdiction.
WITNESSES:
LANDLORD: Xxxxx Road Plaza, LLC
____________________________________ BY:______________________________
Xxxxx Xxx, VP
TENANT: Cygene, Inc.
____________________________________ BY:______________________________
Xxxxxx Xxxxxx, President
Initials: TENANT _________, DATE __________
13
