HEADQUARTERS AT GATEWAY LAKE LEASE AGREEMENT Suite 204 Pompano Beach, FL 33069 Term – Thirty-Eight Months Commencing November 1, 2007 Terminating December 31, 2010
EXHIBIT
10.6
1180
BUILDING AT
HEADQUARTERS
AT GATEWAY LAKE
0000
XX 00xx
Xxx.
Xxxxx
000
Xxxxxxx
Xxxxx, XX 00000
Term
– Thirty-Eight Months
Commencing
November 1, 2007
Terminating
December 31, 2010
THIS
LEASE AGREEMENT made and entered into
this
6th Day of November,
2007, by
and
between CONECA PROPERTIES, L.C., a Florida Limited Liability Company, having
its
office at 000 X. Xxxxxxxxxx Xxxxx, Xxxxx 000, Xxxxx Xxxxxxx, XX 00000
(hereinafter referred to as “Landlord”), and SecuRed Financial Network, Inc., a
Nevada Corporation, having its office at 0000 XX 00 Xxx., Xxxxx 000, Xxxxxxx
Xxxxx, XX 00000 (hereinafter referred to as “Tenant”).
In
consideration of the rents, covenants and agreements herein, Landlord does
hereby lease to Tenant and Tenant hereby leases from Landlord upon terms,
provisions and conditions herein, the real property hereinafter
described.
ARTICLE
I
property
(“Premises”) in the development known as the Headquarters at Gateway Lake and
specifically identified as 0000 XX 00xx Xxxxxx, Xxxxxxx Xxxxx, Xxxxxxx
(hereinafter referred to as the “Leased Premises”) reflected on the legal
description attached hereto as Exhibit “A” and made a part hereof
1.2 “Premises”
shall mean the suite of offices located within the Building and
outlined on the floor plan attached to the Lease as Exhibit "B" and made a
part
hereof, known as Suite #204. The Premises are stipulated for all purposes to
have a floor area of approximately 1,119 rentable square feet, which includes
any portion of the “Common Areas” allocated to the Premises.
1.3 Term.
Tenant
is to have the Leased Premises being described subject to the
terms
and conditions hereof for a term of Thirty-Eight Months, commencing on November
1, 2007 which shall be known as the "Commencement Date". In the event the lease
begins after November 1, 2007, January 2008 rent shall be prorated.
1.4 Use.
The
Leased Premises shall be used and occupied by Tenant solely for
the
purpose of a business office and for no other purpose without Landlord's express
written consent.
1
CONECA
Properties LLC - Office Lease -
continued
ARTICLE
II
2.1 Base
Rental.
In consideration of the leasing of the aforesaid premises, Tenant does
hereby
covenant and agree with Landlord to paybase rent as follows:
|
Timeframe
|
R.S.F.
|
Rate
|
Timeframe
|
Monthly
|
Sales
Tax
|
Mon
w/tax
|
|
Nov
1, 2007 - Dec 31, 2008
|
1,119
|
Free
|
Free
|
Free
|
N/A
|
Free
|
|
Jan
1, 2008 - Oct 31, 2008
|
1,119
|
$13.50
|
$15,106.50
|
$1,258.88
|
$75.54
|
$1,334.42
|
|
Nov
1, 2008 - Oct 31, 2009
|
1,119
|
$14.18
|
$15,867.42
|
$1,322.29
|
$79.34
|
$1,401.63
|
|
Nov
1, 2009 - Oct 31, 2010
|
1,119
|
$14.89
|
$16,661.91
|
$1,388.50
|
$83.31
|
$1,471.81
|
|
Nov
1, 2010 - Dec 31, 2010
|
1,119
|
$15.64
|
$2,916.86
|
$1,458.43
|
$87.51
|
$1,545.94
|
In
addition to the monthly base rent, Tenant will be assessed for all months of
the
Lease Agreement, a pro rata share equal to its pro rata share of the building
for all Basic Operating Expenses(BOE), also known as Common Area Maintenance
Items (CAM), estimated at $8.34 per square foot for Year 2007, adjusted
at the begining of each calander year Year 2008 and annually
thereafter:
|
Suite
204
|
R.S.F.
|
Rate
|
Monthly
|
Sales
Tax
|
Mon
w/Tax
|
|
BOE/CAM
Yr2007
|
1,119
|
$8.34
|
$
777.71
|
$
46.67
|
$
824.38
|
All
rental and CAM plus applicable state sales tax on both reserved and agreed
to be
paid under this Lease shall be paid in lawful currency of the United States
of
America. Except as otherwise provided in this Lease, rental payments called
for
hereunder shall be made to Landlord without notice, demand, set-off or deduction
at the place specified by Landlord from time to time in writing. Tenant shall
deposit, upon Lease Execution, the First Month Rent (January 2008) of $2,158.80.
Tenant shall establish an account for electric service with FPL for the demised
premises on or before November 5, 2007 or upon move-in and is is solely
responsible for payment of accounts.
(a) The
term
"Basic Operating Expenses" will include operating costs,
taxes and association assessments for the building and common area.
(b) The
term "Common
Area" shall mean all real or personal property owned by the Landlord for the
common, non-exclusive use of the Landlord, the Tenant and their employees,
guests and invitees including, but not limited to sidewalks, landscape areas,
lighting, delivery areas, parking areas, entrance and lobby areas, security,
elevators, stairways, hallways shared by more than one tenant and all lavatories
shared by more than one tenant.
(c) The
term "Operating
Costs" shall mean the operating expenses of the building and all expenditures
by
Landlord to maintain the building, parking and related facilities, and such
additional facilities in subsequent years as may be determined by Landlord
to be
necessary in accordance with sound and reasonable practices for facilities
of a
like kind and character. All operating expenses shall be determined on an
accrual basis in accordance with generally accepted accounting principles which
shall be consistently applied. Such operating expenses shall include all
expenses, costs and disbursement of every kind and nature which Landlord shall
pay or become obligated to pay because or in connection with the ownership,
operation and maintenance of the building, including, but not limited to, the
following:
(1) Wages
and salaries of
all employees engaged in direct operation and maintenance of the building,
employer's social security taxes, unemployment taxes or insurance, and any
other
taxes which may be levied on such wages and salaries, the cost of disability
and
hospitalization insurance and pension or retirement benefits for such
employees;
2
(2) All
supplies and
materials used in the operation and maintenance of the building;
(3) Cost
of all utilities
for the common areas of the building, including the cost of water, lighting,
air-conditioning and ventilating, but excluding the cost of electricity for
the
tenants' premises;
(4) Cost
of all
maintenance and service agreements for the building, the equipment therein
and
grounds, including janitorial service, security service, landscape maintenance,
alarm service, window cleaning and elevator maintenance;
(5) Cost
of all insurance
relating to the building, including casualty and liability insurance applicable
to the building, Landlord’s personal property used in connection therewith and
rent insurance.
(6) All
taxes and
assessments and governmental charges, whether federal state, county or municipal
and whether they be by taxing districts or authorities presently taxing the
Leased Premises or by others, subsequently created or otherwise, and any other
taxes and assessments attributable to the Building or its operation excluding,
however, Federal and State taxes on income and ad valorem taxes on Tenant's
personal property and on the value of tenant leasehold improvements to the
extent that the same exceeds standard building allowances;
(7) Cost
of repairs and
general maintenance (excluding such repairs and general maintenance paid by
insurance proceeds or by Tenant and other third parties and alterations
attributable solely to tenants of the building other than the
Tenant);
(8) Legal
expenses,
accounting expenses and management fees incurred with respect to the
building;
(9) Costs
incurred in compliance with new or revised federal or
state
laws or municipal ordinances or codes or regulations promulgated under any
of
the same;
(10) Amortization
of the
cost of installation of capital investment items which are primarily for the
purpose of reducing (or avoiding increases in) operating costs or which may
be
required by governmental authority. All such costs shall be amortized over
the
reasonable life of the capital investment items with the reasonable life and
amortization schedule being determined in accordance with generally accepted
accounting principles and in no event to extend beyond the reasonable life
of
the building. In the case of installations for the purpose of reducing (or
avoiding increases in) operating costs, Landlord she upon request, provide
Tenant a cost justification therefor;
(11) The
Tenant recognizes
the Leased Premises are subject to certain protective covenants and restrictions
for Headquarters at Gateway Lake Business Park Association, Inc. Said
Association has been formed to enforce the declarations and operate and maintain
the common areas referred to therein. The Tenant agrees to pay as part of its
proportionate share of operating costs, all maintenance or other assessments
imposed by the Association on the Landlord as owner of the building as provided
in the Declaration.
Basic
Operating Costs shall not include (i) expenditures classified as capital
expenditures for Federal income tax purposes (except as set forth in Section
2.2(c)(10)), (ii) costs for which
Landlord is entitled to specific reimbursement by Tenant, any other tenant
of
the building, or any other third party, (iii) costs of initial construction
of
the building (iv) cost of renovating or modifying space in the building for
lease to other tenants, (v) leasing commissions, ground rentals, and all
non-cash expenses (including depreciation), and (vi) debt service on any
indebtedness secured by the building.
3
CONECA
Properties LLC - Office
Lease - continued
(d) The
Tenant's
proportionate share of Basis Operating Expenses shall
be
paid to Landlord on the first day of each month along with basic rent in an
amount equal to one-twelfth (1/12) of the Landlord's estimate of Tenant's
proportionate share of same. Tenant's share of the Operating Expenses shall
be
in the same proportionate amount as the ratio determined by the gross leaseable
area of the Premises (which includes any portion of the Common Areas allocated
to the Premises) over the gross leaseable area of the Building. In the event
the
Building is less than ninety-five percent (95%) occupied during any year of
the
Term of the Lease, an adjustment shall be made in computing Operating Expenses
for such year so that Operating Expenses shall be computed as though the
Building had been ninety-five percent (95%) occupied during such
year.
(e) Landlord
shall
furnish Tenant a budget for taxes and operating expenses setting forth
Landlord's estimates of such amounts for the coming year. Said budget will
be
submitted to Tenant by January 31st of each year or as soon thereafter as
possible. For leases commencing during the initial year of occupancy of the
Leased Premises, a budget will be furnished for the period from commencement
of
this lease.
(e) Within
120 days after
the end of each calendar year, or as soon thereafter as possible, Landlord
shall
furnish to Tenant an operating statement showing actual taxes and operating
expenses incurred for the preceding year and an appropriate cash adjustment
shall be made between Landlord and Tenant to reflect any difference between
payments made based upon the estimated costs and the actual costs. Payment
of
the amount due either party (Landlord or Tenant) shall be made within ten (10)
days following furnishing of the Operating Statement Provided, further, however,
that if within a calendar year there shall be collective increases in the taxes
or operating expenses which exceed ten (10%) percent of the estimated budget,
the Landlord may, at its option, adjust the budget for the remaining portion
of
the year to reflect such change so as to more accurately reflect costs and
prevent a large variance between the estimated budget and actual expenses
paid.
(g) Accounting
Review. Tenant, at its sole expense, shall have the right,
upon giving reasonable notice, to review Landlord's records relating to any
increased or additional costs payable hereunder for the Building. Request for
review shall be given by Tenant to Landlord no later than 60 days from the
date
Tenant receives actual budget from Landlord. After sixty days from date of
receipt, if Landlord receives no request, budget shall be considered
final.
ARTICLE
III
3.1 Services
to be furnished by Landlord. Landlord shall use its best efforts to furnish
Tenant, subject to the Building Rules and Regulations (hereafter defined) and
Tenant's performance of its obligations hereunder, the following
services:
(a) Maintenance
of
the heating, ventilation and air conditioning system serving the premises.
Tenant is responsible for electric charges for the air conditioning system
and
other electric usage in Tenant's premises. Landlord furnishes air conditioning
and heating in the common areas.
(b) Hot
and cold water at
those points of supply provided for lavatory and drinking purposes
only.
(c) Janitor
service in and about the building and the Leased Premises five (5) days per
week, and periodic window washing; however, Tenant shall pay, as additional
rent, the additional costs attributable to the cleaning of improvements within
the Leased Premises other than building standard improvements, including any
costs for cleaning areas used for serving or consumption of food or beverages,
data processing or reproduction operations.
4
CONECA
Properties LLC - Office Lease - continued
(d) Elevators
for access
to and egress from the Leased Premises and the building twenty-four (24) hours
a
day, seven (7) days a week.
(e) Electricity
for all
common areas and parking areas.
(f) Replacement
of
fluorescent lamps building, standard light fixtures installed by Landlord and
incandescent bulb replacement in all public areas.
(g) Landlord
shall
supply, upon Lease inception, Keys for the Suite entrance (demised premises)
door(s), and Building System Access Cards as follows: Four Suite entrance door
keys, and Four Building Access Pass Cards to be provided at no cost. Any
additional suite entrance keys, Access Pass cards and Restroom Keys will be
provided to Tenant upon written request and at Landlord’s customary rate.
Emergency locksmith services, such as changing access locks or pass card
deactivation, will be provided at Locksmith’s prevailing emergency rates and
availability to perform such services on short notice.
3.2 Failure
by
Landlord to any extent to furnish such services or any cessation thereof of
Landlord shall not render Landlord liable in any respect for damages to either
person or property, nor be construed as an eviction of Tenant nor work an
abatement of rent, nor relieve Tenant from fulfillment of any covenant or
agreement hereof. Should any of such services be interrupted, Landlord shall
use
reasonable diligence to restore same promptly, but Tenant shall have no claim
for rebate of rent or damages or eviction on account thereof.
3.3 Tenant
shall
pay directly to the utility providing service monthly, as billed, such charges
as may be separately metered to Tenant for any electric services utilized by
Tenant. It is expressly understood it is the Tenant's responsibility to make
application to the appropriate utility service for required service and to
make
any deposit required by the utility for such service in sufficient time to
allow
utility company to provide service on date required. Failure to have such
utility service available win not extend the date upon which the lease term
begins or when rental payment commences.
ARTICLE
IV
4.1 Landlord
shall make those improvements completed and prepared for Tenant's occupancy
in
accordance with the agreed upon plans and specifications between Landlord and
Tenant attached hereto and made a part hereof. The facilities, material and
work
to be furnished, will be performed by the Landlord at his expense and
hereinafter referred to as "Standard Improvements". Any other facilities,
material or work undertaken by or for the account of a tenant over and above
standard work will be "Special Work".
4.2 The
premises
shall be deemed ready for occupancy on the date on which standard
work shall have been substantially completed notwithstanding the fact that
minor
or insubstantial details of construction or adjustment remain to be performed,
the non-completion of which does not materially interfere with Tenant's use
of
the premises. Any such minor items not completed or requiring adjustment will
be
itemized on a punch list and Landlord will utilize his best efforts to complete
such items promptly. It is expressly understood that the correction, completion
or adjustment of punch list items or corrections or adjustment required by
the
Landlord under any warranties hereunder do not constitute a valid reason for
withholding of rental or any other payments due hereunder. Completion of the
work required by Landlord shall be delayed due to any act or omission of the
Tenant including delays due to changes or additions requested of Landlord,
delays in Tenant submission of plans or other information or in giving required
approvals or authorizations; or due to additional time needed, for the
completion of any special work by or for the Tenant then the premises shall
be
deemed ready for occupancy on the date they would have been ready but for such
delay and rent and other payments shall commence as of such earlier
date.
5
CONECA
Properties LLC - Office Lease -
continued
ARTICLE
V
5.1 Landlord
warrants for a period of one (1) year from date of issuance of a Certificate
of Occupancy or the occupancy of the Tenant, whichever occurs earlier, all
standard work in Tenant's premises against any defects due to faulty material,
equipment or workmanship which warranty shall apply to work done by
subcontractors as well as to work done by direct employees of the
Landlord.
5.2 Except
as
specifically provided during the warranty period set forth in Section
5.1, Landlord shall not be required to make any improvements or repairs or
alterations whatsoever to the Leased Premises except as may be required to
the
corridors and common areas and to the equipment used to provide the services
set
forth in ARTICLE III. Tenant shall promptly give Landlord written notice of
any
damage in the leased Premises. This Section 5.2 shall not apply in the case
of
damage or destruction by fire or other casualty, which event is covered
elsewhere in this Lease.
5.3 The
builder's
warranty which is given in this ARTICLE is in lieu of and cancels
any undertaking or duty by Landlord to make statements to Tenant of facts
affecting the value of the property, if any such duty now or at a later date
is
found by a court to exist.
ARTICLE
VI
6.1 Tenant
shall
maintain the Leased Premises in a clean, attractive condition and shall be
responsible for all repairs within the Leased Premises, except as specifically
provided in ARTICLE V hereof.
ARTICLE
VII
7.1 Tenant
agrees
to timely pay all rents and sums provided to be paid to Landlord
hereunder at the times and in the manner herein provided and to occupy at all
times the Leased Premises. If any minimum annual rent or other payment required
under this Lease remains unpaid for ten (10) days after the date on which it
is
due, a service charge equal to the amount of ten (10%) percent of the amount
overdue may be charged by the Landlord for the purpose of defraying the
additional expenses incident to the handling of such overdue amount. If tenant
should fail to pay any payment owing from Tenant to Landlord pursuant to this
Lease, such unpaid amounts shall bear interest from the due date hereof to
the
date of payment at the rate of one and one-half percent (1 1/2%) per month
or
the highest rate permitted by law. In the event that any check, bank draft,
order for payment or negotiable instrument given to Landlord for any payment
under this Lease shall be dishonored for any reason whatsoever not attributable
to Landlord, Landlord shall be entitled to make an administrative charge to
Tenant of Twenty-Five and 00/100 ($25.00) Dollars.
ARTICLE
VIII
8.1 If
Tenant
should remain in possession of the Leased Premises after the termination
of expiration of the term without the execution by Landlord and Tenant of a
new
lease, then Tenant shall be deemed to be occupying the Leased Premises as a
tenant at sufferance, subject to all the covenants and obligations of this
Lease
and at a Daily Rental of twice the per day rental (“per day rental” shall
include base rent and operating expense contributions) in effect immediately
prior to such expiration or termination, computed on the basis of a thirty
(30)
day month, but such holding over shall not extend the terms. Tenant shall give
Landlord at least thirty (30) days prior written notice of any intention to
remove from the premises and shall be entitled to ten (10) days notice from
Landlord in the event Landlord desires possession of the premises.
6
CONECA
Properties LLC - Office Lease -
continued
ARTICLE
IX
9.1 Tenant
will
make no alteration, change, improvement, repair, replacement or addition to
the
Leased Premises without the prior written consent of Landlord. Tenant may remove
its trade fixtures, office supplies and movable office furniture and equipment
not attached to the building provided such removal is made prior to the
termination or expiration of the term; Tenant is not then in default in the
timely performance of any obligation or covenant under this Lease; and Tenant
promptly repairs all damage caused by such removal All other property at the
Lease Premises and any alternation or addition to the Leased Premises (including
but not limited to wall-to-wall carpeting, drywall partitions, paneling or
other
wall covering) and any other article attached or affixed to the floor, wall
or
ceiling of the Leased Premises shall become the property of Landlord and shall
be surrendered with the Leased Premises as part thereof at the termination
of
this Lease, without payment or compensation therefor. If, however, Landlord
so
requests in writing, Tenant will, prior to vacating the premises upon the
termination or expiration of this Lease, remove any and all alterations,
additions, fixtures, equipment and property placed or installed by it in the
Leased Premises and will repair any damage caused by such removal. Tenant's
personalty and equipment are and will be security for Tenant's obligations
under
this Lease.
ARTICLE
X
10.1 Tenant
shall
not assign this Lease nor any rights hereunder, nor let or sublet all or any
part of the Leased Premises, nor suffer or permit any person or entity to use
any part of the Leased Premises, without first obtaining the express written
consent of Landlord, which consent Landlord may grant or withhold in its sole
discretion. In determining whether to grant consent to the Tenant's sublet
or
assignment request, the Landlord may consider any reasonable factor. Landlord
and Tenant agree that any one of the following factors, or any other reasonable
factor, will be reasonable grounds for deciding the Tenant 's
request:
(i) Financial
strength of
the proposed sublessee/assignee must be at least equal to that of the existing
tenant;
(ii) Business
reputation
of the proposed sublessee/assignee must be in accordance with generally
acceptable commercial standards;
(iii) Use
of the premises
by the proposed sublessee/assignee;
(iv) Use
of the premises
will not violate any other agreements affecting the premises, LANDLORD or other
tenants.
Should
Landlord consent. to such assignment of the Lease, or to a sublease or all
or
any part of the Leased Premises, Tenant does hereby guarantee payment of all
rent herein reserved until the expiration of the term hereof and no failure
of
Landlord to promptly collect from any assignee or sublessee, or any extension
of
the time for payment of such rents, shall release or relieve Tenant from its
guaranty or obligation of payment of such rents. . In the event Landlord
consents to Tenant subletting all or a portion of the Leased Premises any rent
accruing to Tenant as the
result of such subletting, which rent is in excess of the rent being paid by
Tenant, and any other economic consideration received by or to be received
by
Tenant in connection with any subletting or assignment shall be paid to Landlord
as additional rent. Any assignment by Landlord shall not relieve Tenant of
its
obligations hereunder.
7
CONECA
Properties LLC - Office Lease - continued
10.2 Landlord
shall have the right to transfer and assign, in whole or in part, all of its
rights and obligations hereunder, and in the building and property referred
to,
and upon any such transfer or assignment no further liability or obligation
shall thereafter accrue against Landlord.
ARTICLE
XI
11.1 All
automobile parking areas, driveways, entrances and exits thereto, and other
facilities furnished by Landlord, including an parking area, truck way or ways,
loading areas, pedestrian walkways, ramps, landscaped areas, stairways and
other
areas and improvements provided by Landlord for the general use, in common,
of
tenants, their officers, agents, employees, invitees, licensees, visitors and
customers shall be at all times subject to such rules and regulations as the
Landlord shall, from time to time establish, modify and enforce with respect
to
all such facilities and areas. Landlord will provide Tenant with unassigned
parking spaces adjacent to building at a ratio of four (4) spaces per 1,000
rentable square feet of space leased by Tenant, at no cost to Tenant. Landlord
grants the non-exclusive use of additional parking spaces in excess of the
4
spaces per 1,000 rentable square feet to Tenant as long as additional parking
does not impact or inconvenience other Building tenants. . In the event of
a
parking problem as determined by Landlord at its sole discretion, Landlord
may:
(i) revoke additional parking in excess of 4 per 1,000 RSF; (ii) require Tenant
to utilize off-site parking for additional parking; (iii) and Tenant shall
encourage carpooling by Tenant’s employees. No overnight parking of company or
employee vehicles is permitted.
ARTICLE
XII
12.1 Tenant
shall
comply with all rules and regulations as may be applied by Landlord
to all tenants of the building. Such rules and regulations will include but
not
necessarily be limited to those initial rules and regulations set forth in
Exhibit "D" attached hereto which may, at the reasonable discretion of the
Landlord, be subsequently modified.
ARTICLE
XIII
13.1 If
Landlord
determines to utilize the Leased Premises for other purposes during
the term, Tenant agrees to relocate to other space in the building designed
by
Landlord, provided such other space is of equal or larger size than the Leased
Premises and has at least the same number of windows. Landlord shall pay all
out-of-pocket expenses of any such relocation, including the expenses or moving
and reconstruction of all Tenant furnished and Landlord-furnished improvements.
In the event of such relocation, this Lease shall continue in full force and
effect without any change in the terms or other conditions, but with the new
location substituted for the old location set forth in this Lease.
ARTICLE
XIV
14.1 Tenant
shall
not place a load upon any floor of the Leased Premises which
exceeds the load per square foot which such floor was designed to carry or
which
is allowed by law. Business machines and mechanical equipment belonging to
Tenant which cause noise or vibrations that may be transmitted to the structure
of the building or to the Leased Premises to such a degree as to be
objectionable by Landlord shall, at the Tenant's expense, be placed and
maintained by Tenant in settings of cork, rubber or spring-type vibration
eliminators sufficient to eliminate such noise or vibration.
8
CONECA Properties LLC - Office Lease -
continued
ARTICLE
XV
15.1 At
all times
during the term of this Lease, the Landlord shall maintain all necessary
insurance on the premises including property casualty insurance, loss of rent
insurance, and comprehensive general liability insurance and such other
insurance as Landlord may deem reasonably necessary or desirable to protect
it
against loss with respect to the Building or to protect it against claims which
may arise out of the operation of the Building. The insurance maintained will
also be subject to the requirements of any institutional first mortgagee. The
insurance will be maintained in the name of the Landlord only and Temant shall
have no rights in any policy or policies maintained by Landlord and shall not
be
entitled to be a named insured thereunder. The cost of this insurance will
be
included with the operating cost to be allocated to tenants in accordance with
ARTICLE II - 2.2 of this Lease.
15.2 Landlord
and
Tenant each waive any claim against each other for any damage
to
property subject to insurance. Each party agrees to obtain a waiver of
subrogation from its insurance carrier permitting this waiver.
ARTICLE
XVI
16.1 Tenant
agrees
to secure and keep in force and after the date Landlord shall
deliver possession of the Demised Premises to Tenant and throughout the Lease
Term, at Tenant 's own cost and expense, comprehensive general liability
insurance with a limit of not less than $1,000,000.00 for injury or death to
any
person and $1,000,000.00 for any single occurrence, and with a limit of not
less
than $500,000.00 for property damage, occurring upon, in or about the Demised
Premises, including water damage and sprinkler leakage legal liability if
sprinklers are installed with the Demised Premises, or such greater amounts
as
may be reasonably required by Landlord from time to time in accordance with
industry standards. Landlord and Landlord’s agent shall be named as an
additional insured on the insurance policy. The original policy or a certificate
thereof shall be delivered to Landlord prior to Tenant 's possession of the
Demised Premises, and within 30 days prior to the expiration of such policy,
and
as often as any such policy shall expire or terminate, a renewal or replacement
policy shall be procured and maintained by Tenant. Tenant’s insurance policy
shall contain a provision that the insurer will give Landlord at least 30 days
written notice prior to canceling, terminating, or reducing the amount of
Tenant’s insurance, and that in the event of payment of any loss covered by such
policy, Landlord shall be paid first by the insurance company for its loss.
Said
insurance policy shall contain a waiver of any subrogation rights against
Landlord.
ARTICLE
XVII
17.1 The
Tenant
covenants and agrees with Landlord that during the entire term
of
this Lease the Tenant will indemnify and save harmless the Landlord against
any
and all claims, debts, demands or obligations which may be made against the
Landlord or against the Landlord's title in the premises arising by reason
of
any negligent acts or omissions of the Tenant, its officers, agents or employees
in occupying the premises; and not any acts or omissions of the Landlord, its
officers, agents or employees; and if it becomes necessary for the Landlord
to
defend any action seeking to impose any such liability, the Tenant will pay
the
Landlord all costs of court and reasonable attorneys' fees incurred by Landlord
in such defense, in addition to any other sums which said Landlord may be called
upon to pay by reason of a judgment or decree against the Landlord in the
litigation in which such claim is asserted.
9
CONECA Properties LLC - Office Lease -
continued
17.2 Tenant
shall keep and
maintain the demised premises in compliance with,
and
shall not cause or permit the demised premises to be in violation of any
federal, state or local laws, ordinances or regulations including, without
limitation, those relating to zoning, building, occupational safety and health,
industrial hygiene or to the environmental conditions on, under or about the
demised premises, including but not limited to soil and ground water conditions.
Tenant shall not use, generate, manufacture, store or dispose of, on, under
or
about the demised premises or transport to or from the demised premises any
flammable explosives, radioactive materials, corrosives or acids, including
without limitation any and all substances defined as or included in the
definition of "hazardous substances", "hazardous wastes", "hazardous materials",
and "toxic substances' under any applicable federal or state laws or regulations
(collectively, the "Hazardous Materials").
17.3 Tenant
hereby
agrees to indemnify Landlord and hold Landlord harmless from
and
against any and all claims, losses, damages, liabilities, fines, penalties,
charges, administrative and judicial proceedings and orders, judgments, remedial
action requirements, enforcement actions of any kind and all costs and expenses
incurred in connection therewith (including but not limited to attorneys' fees,
paralegal charges and expenses), arising directly or indirectly, in whole or
in
part due to Tenant's, its employees'; agents'; contractors'; or subtenants'
handling, treatment or disposal of any Hazardous Materials which contaminates
any of the demised premises or surrounding lands or ground water.
17.4 The
obligations of Tenant to indemnify and hold harmless under this Article
shall survive any conveyance, transfer or foreclosure of the Landlord's interest
herein and further survive the termination or expiration of the
Lease.
ARTICLE
XVIII
18.1 In
the event
of a fire or other casualty in the Leased Premises, Tenant shall
immediately give notice thereof to Landlord. If the Leased Premises shall be
partially destroyed by fire or other casualty so as to render the Leased
Premises untenable in whole or in part, the rental provided for herein shall
xxxxx as to the portion of the Leased Premises rendered untenable until such
time as the Leased Premises are made tenantable as determined by Landlord and
Landlord agrees to commence and complete such repair work promptly and with
reasonable diligence, or in the event of total or substantial damage or
destruction of the building where Landlord decides to rebuild, then all rent
owed up to the date of such damage or destruction shall be paid by Tenant and
this Lease shall terminate upon notice thereof to Tenant. Landlord shall give
Tenant written notice of its decisions, estimates or elections under this
ARTICLE XVIII within one hundred twenty (120) days after any such damage or
destruction.
18.2 Should
Landlord elect to effect any repairs under ART'ICLE XVIII or ARTICLE XIX,
landlord shall only be obligated to restore or rebuild the Leased Premises
to a
building standard condition, and then only to the extent that insurance proceeds
or condemnation awards or agreed condemnation settlement proceeds are available
to Landlord therefor.
ARTICLE
XIX
19.1 If
the Leased
Premises, building, or any part thereof other than parking, shall
be
taken or condemned for any public purpose (or conveyed in lieu or in settlement
thereof) to such an extent as to render the remainder of the building or Leased
Premises, in the opinion of Landlord, not reasonably suitable for occupancy,
this Lease shall, at the option of either party, forthwith cease and terminate,
and all proceeds from any taking or condemnation of the building and the Leased
Premises shall belong to and be paid to Landlord. If a material portion of
off-street parking is taken, Tenant may terminate the Lease if substitute
parking is not provided to Tenant by Landlord. If this Lease is not so
terminated, Landlord shall repair any damage resulting from such taking, to
the
extent and in the manner provided in ARTICLE XVIR and rental hereunder shall
be
abated to the extent the Leased Premises are rendered untenable during the
period of repair, and thereafter be adjusted on an equitable basis considering
the areas of the Leased Premises taken and remaining.
10
CONECA
Properties LLC - Office Lease -
continued
ARTICLE
XX
20.1 No
signs,
symbols or identifying marks shall be placed upon the building or in the halls,
elevators, staircases, entrances, parking areas or upon the doors of walls
without prior written approval of Landlord. Landlord agrees to provide and
install, at Tenant's cost, all letters or numerals on doors in the Leased
Premises. All such letters and numerals shall be in the
building standard graphics, and no others shall be used or permitted on the
Leased Premises.
ARTICLE
XXI
21.1 Each
of the
following shall be deemed a default by the Tenant and a breach
of
this Lease:
a) The
filing of a petition by or against the Tenant for adjudication as
bankrupt under the Bankruptcy Code, as now or hereafter amended or supplemented,
or for reorganization within the meaning of Chapter XI of said Bankruptcy Code,
or for arrangement within the meaning of Chapter XI of said Bankruptcy Code,
or
the filing of any petition by or against the Tenant under any further bankruptcy
act for the same or similar relief. The dissolution or the commencement of
any
action or proceeding for the dissolution or liquidation of the Tenant whether
instituted by or against the Tenant or for the appointment, of a receiver or
trustee of the property of the Tenant.
b) The
taking of
possession of the premises or property of the Tenant upon the premises by any
governmental officer or agency pursuant to statutory authority for the
dissolution, rehabilitation, reorganization or liquidation of the
Tenant.
c) The
making by
the Tenant of any assignment for the benefit of creditors under
Federal bankruptcy law.
d) A
failure to pay the
rent herein reserved, or additional rent or any part
thereof, as and when due.
e) Failure
in the performance of any other covenant or condition of this Lease on the
part
of the Tenant to be performed, for a period of thirty (30) days after receipt
of
written notice.
(i) For
the
purposes of subdivision e) of this ARTICLE XXI no failure on the part of the
Tenant in the performance of work required to be performed or acts to be done
or
conditions to be modified shall be deemed to exist if steps shall have, in
good
faith, been commenced promptly by the Tenant to rectify the same and shall
be
prosecuted to completion with diligence and continuity. If the matter in
question shall involve building construction, and if the Tenant shall be subject
to unavoidable delay, either by reason of governmental regulations restricting
the availability of labor or materials, or by strikes or other labor troubles,
or by reason of conditions beyond the control of the Tenant, the Tenant's time
to perform under said subdivision e) of this ARTICLE XXI shall be extended
for a
period commensurate with such delay.
11
CONECA
Properties LLC - Office Lease - continued
(ii) In
the event of any such default of the Tenant the Landlord may serve a written
notice upon the Tenant that the Landlord elects to terminate this Lease upon
a
specified date not less than ten (10) days after the date of the serving of
such
notice, except in the case of a default under subdivision d) hereof where no
notice is required, and if the default remains uncured or the time period is
not
extended as herein provided, this Lease shall then expire on the date so
specified as if that date had been originally fixed as the expiration date
of
the term herein granted.
(iii) In
the event this Lease shall be terminated as hereinbefore provided, or by summary
proceedings or otherwise, or in the event the demised premises or any part
thereof shall be abandoned by the Tenant, the Landlord, or its agents, servants
or representatives, may immediately or at any time thereafter, re-enter and
resume possession of said premises or such part hereof, and remove all persons
and property therefrom, either by summary dispossess proceedings or by a
suitable action or proceeding at law, without being liable for any damages
therefore Moving out of the premises or leaving the premises vacant shall not
be
deemed an abandonment of the premises, provided the Tenant continues to pay
the
rent as and when due. No re-entry by the Landlord shall be deemed an acceptance
of surrender of this Lease.
In
the
event this Lease be terminated by summary proceedings, or otherwise as provided
herein, or if the premises shall have been abandoned and whether or not the
premises be relet, the entire amount of rent which would be paid to the
expiration date of this Lease shall become due and payable. In the event the
premises are relet by the Landlord, the Landlord shall be entitled to recover
from Tenant, and the Tenant shall pay to the Landlord, in addition to any other
damages becoming due hereunder, an amount equal to the amount of all rents
and
additional rent reserved under this Lease, less the net rent if any, collected
by the Landlord on reletting the demised premises, which shall be due and
payable by the Tenant to the Landlord on the several days on which the rent
and
additional rent reserved in this Lease would have become due and payable; that
is to say, upon each of such days the Tenant shall pay to the Landlord the
amount of deficiency then existing. Such net rent collected on relenting by
the
Landlord shall be computed by deducting from the gross rents collected, all
reasonable expenses incurred by the Landlord in connection with the reletting
of
the premises or any part thereof, including brokers' commission and the cost
of
repairing, renovating or remodeling said premises; however, the expenses to
be
deducted in computing the net rent collected on reletting shall not include
the
cost of performing any covenant contained herein required to be performed by
Tenant.
Any
effort by the Landlord to relet premises or mitigate damages it may have against
Tenant shall not preclude the right of the Landlord to obtain by judicial
process a Judgment for the entire amount of rent which would be paid to the
expiration date of this Lease, if said Lease is terminated by summary
proceedings or otherwise as provided herein.
21.2 Landlord's
liability for a default by Landlord under this Lease shall in all events,
be limited to its interest in the Leased Premises if the Leased Premises is
unencumbered by a mortgage or, if the Leased Premises is encumbered, limited
to
an amount equal to the value of a fee simple interest in the Leased
Premises.
ARTICLE
XXII
This
Lease, its terms, conditions and all leasehold interests and rights hereunder
are expressly made, given and granted subject and subordinate to the lien of
any
bona fide first mortgage which the Landlord may secure from any bank, life
insurance company, savings and loan association or other recognized lending
institution; and Tenant agrees to execute any instrument or instruments required
by the mortgagee to subordinate the terms of this Lease to any such first
mortgage that may be placed upon the premises by the Landlord. In the event
of
foreclosure when this Lease is not terminated, the Tenant agrees to attorn
rent
due hereunder to the mortgagee or its successor in interest or to the successful
purchaser at foreclosure sale (new substitute landlord).
12
CONECA Properties LLC - Office Lease -
continued
Tenant
shall permit Landlord or its agents or representatives to enter into and upon
any part of the Leased Premises at all reasonable hours to inspect same; to
clean; to make repairs, alterations or additions thereto, as Landlord may deem
necessary or desirable; to show the Leased Premises to prospective purchasers
or
tenants; or for any other purpose deemed reasonable by Landlord.
ARTICLE
XXIV
Tenant
further covenants and agrees that said demised land and all buildings and
improvements thereon during the term of this Lease shall be used only and
exclusively for lawful purposes; and that said Tenant will not knowingly use
or
suffer anyone to use said premises or building for any purpose in violation
of
the laws of the United States, the State of Florida, the County of Broward,
or
any other governmental unit wherein the premises may be located.
ARTICLE
XXV
Landlord
covenants that so long as Tenant pays the rent reserved in this Lease and
performs its agreements hereunder, Tenant shall have the right to quietly enjoy
and use the Leased Premises for the term hereof, subject only to the provisions
of this Lease.
ARTICIE
XXVI
It
is
expressly agreed and understood between the parties hereto that nothing in
this
Lease contained shall ever be construed as empowering the Tenant to encumber
or
cause to be encumbered the title interest of Landlord in the demised premises
in
any manner whatsoever. In the event that regardless of this prohibition any
person furnishing or claiming to have furnished labor or materials at the
request of the Tenant, or of any person claiming by, through or under the Tenant
shall file a lien against Landlord's interest therein, Tenant, within thirty
(30) days after being notified thereof shall cause said Lien to be satisfied
of
record or the premises released therefrom by the posting of a bond or other
security as prescribed by law, or shall cause same to be discharged as a Lien
against Landlord's interest in the demised premises by an order of a court
having jurisdiction to discharge such Lien.
This
Lease is entered into in the State of Florida and shall be governed by the
applicable law of said State, the forum to resolve any dispute to be the Broward
County Circuit Court.
28.1 The
Security
Deposit shall be paid by Tenant to Landlord upon execution of this Lease and
shall be held by Landlord without liability for interest and as security for
the
performance by Tenant of Tenant's covenants and obligations under this Lease
in
the amount of $4,750.00, it being expressly understood that the Security Deposit
shall not be considered: (i) an advance payment for any monetary lease
obligations or (ii) for the payment of lease obligations or fees of any kind
made in arrears or in the future, or (iii) a measure of Tenant's damages in
case
of default by Tenant.
28.2 Landlord
may,
from time to time, without prejudice to any other remedy, use the Security
Deposit to the extent necessary to make good or to satisfy any obligation of
Tenant hereunder and following any such application of the Security Deposit,
Tenant shall pay to Landlord the amount so applied in order to restore the
Security Deposit to its original amount.
28.3 If
Tenant is
not in default at the termination of this Lease, the balance of the Security
Deposit remaining after any such applications shall be returned by Landlord
to
Tenant as prescribed by law.
28.4 If
Landlord
transfers its interest in the Premises during the term of this Lease, Landlord
shall assign the Security Deposit to the transferee and thereafter Landlord
shall have not further liability for the return of such Security
Deposit.
ARTICLE
XXIX
In
the
event that litigation is instituted between Landlord and Tenant, each shall,
as
the case may be, indemnify and pay to the prevailing party, all costs and
expenses including, but not limited to, reasonable attorneys' fees incurred
in
enforcing the terms and provisions of this Lease or incurred in any Court action
including attorneys' fees which may be incurred on appeal.
ARTICLE
XXX
30.1 All
notices
required by the law and this Lease to be given by one party to the other shall
be: in writing and the same shall be served by Certified or registered Mail;
Return Receipt Requested; overnight nationally recognized delivery company;
or
by delivering the same in person to an officer of such party, in postage prepaid
envelopes addressed to the following addresses or such other addresses as may
be
by one party to the other designated in writing:
AS
TO LANDLORD:
Coneca
Properties, L.C.
000
X. Xxxxxxxxxx Xx. Xxxxx 000
Xxxxx
Xxxxxxx, Xx 00000-0000
AS
TO TENANT:
0000
X.X. 00 Xxx. Xxxxx 000
Xxxxxxx
Xxxxx, Xx 00000
30.2 Tenant
shall execute such estoppel certificates to confirm the term of Tenant's
Lease;
renewal options; rent paid; occupancy acceptance subject only to minor
punch-list items; obligations to pay rent etc., as may from time to time be
reasonably requested by Landlord. LANDLORD’S Estoppel Certificate shall not
estop LANDLORD from thereafter asserting its rights and remedies regarding
any
default existing on or before the date on which Landlord executes such Estoppel
Certificate of which LANDLORD did not have actual knowledge on the date of
execution thereof.
14
CONECA
Properties LLC - Office Lease -
continued
ARTICLE
XXXI
This
Lease and any written addenda and all exhibits hereto (which are expressly
incorporated herein by this reference) shall constitute the entire agreement
between Landlord and Tenant; no prior written or prior or contemporaneous oral
promises or representations shall be binding. This Lease shall not be amended,
changed or extended except by written instrument signed by both parties hereto.
The provisions of this Lease shall be binding upon and inure to the benefit
of
the heirs, executors, administrators, successors and assigns of the parties,
but
this provision shall in no way alter the restrictions on assignment and
subletting applicable to Tenant hereunder. If any provision of this Lease or
the
application thereof to any person or circumstance shall at any time or to any
extent be held invalid or unenforceable, and the basis of the bargain between
the parties hereto is not destroyed or rendered ineffective thereby, the
remainder of this Lease or the application of such provision to persons or
circumstances other than those as to which it is held invalid or unenforceable
shall not be affected thereby.
ARTICLE
XXXII
Whenever
a period of time is herein prescrbed for the taking of any action by Landlord,
Landlord shall not be liable or responsible for and there shall be excluded
from
the computation of such period of time, any delays due to strikes, riots, acts
of God, shortages of labor or materials, war, acts of domestic or foreign
terrorism, governmental laws, regulations or restrictions, financing, or any
other cause whatsoever beyond the control of Landlord.
ARTICLE
XXXIII
At
the
conclusion of this Lease, the Tenant shall have the option for renewing for
One
(1) additional Three (3) year term, at a rent equal to the then current market
rate of equivalent space in the area.
The
Tenant shall exercise this option to renew for One (1) additional Three (3)
year
period in writing, delivered to Landlord's place of business as hereinafter
set
forth at least three (3) months in advance of the expiration of the initial
term
of this Lease. Landlord shall have the right to show premises to new prospective
tenant’s within the last three month’s of the lease or option terms for purposes
of reletting the demised space.
ARTICLE
XXXIV
34.1. Recording.
TENANT shall not record this LEASE or any memorandum thereof without the written
consent of LANDLORD.
34.2. Partial
Invalidity. If any provision of this LEASE or the application thereof to any
person or circumstance shall to any extent to held invalid, then the remainder
of this LEASE or the application of such provision to persons or circumstances
other than those as to which it is held invalid shall not be affected thereby,
and each provision of this LEASE shall be valid and enforced to the fullest
extent permitted by law.
15
CONECA
Properties LLC - Office Lease - continued
34.3. Broker's
Commission. Except for brokers employed by LANDLORD, TENANT covenants, warrants
and represents to LANDLORD that there was no broker instrument in consummating
this LEASE and that no conversations or prior negotiations were had by TENANT
with any Such broker concerning the renting of the DEMISED PREMISES. LANDLORD
acknowledges its responsibility for compensation for commissions due, if any,
for brokers employed by it, TENANT agrees to indemnify and hold LANDLORD
harmless against and from all liabilities, including attorneys fees, arising
from any claim for brokerage commissions or finder's fees resulting from any
conversations or negotiations had by TENANT with any broker or any other person,
other than a broker employed or acknowledged in writing by
LANDLORD.
34.4. Headings
and
Terms. The headings to the various paragraphs of this LEASE have been inserted
for convenient reference only and shall not in any manner be construed as
modifying, amending or affecting in any way the expressed terms and provisions
hereof.
34.7 Radon
Gas.
Radon is a naturally occurring radioactive gas that, when it has accumulated
in
a building in sufficient quantities, may present health risks to persons who
are
exposed to it over time. Levels of radon that exceed federal and state
guidelines have been found in buildings in Florida. Additional information
regarding radon and radon testing may be obtained from your county public health
unit.
16
CONECA
Properties LLC - Office Lease -
continued
ARTICLE
XXXV
35.1 Tenant
shall
not install any satellite dishes, antennas or aerial wires, or any other type
of
related equipment, inside (excluding its demised premises) or outside the
Building, without Landlord’s prior approval in writing and upon such terms and
conditions as may be reasonably specified by Landlord in each and every
instance. If installation is made without Landlord’s permission, Landlord will
remove any equipment and Tenant shall have no recourse to dispute its removal
and agrees to pay all costs associated with its removal and any damage to the
roof of building.. Tenant shall, as part of the approval and installation
process for any type of rooftop antenna, be required to place with Landlord
a
reasonable additional security deposit specifically for removal of said
equipment, the amount to be determined according to the equipment
installed.
35.2 Under
no
circumstances shall Tenant use any unlicensed contractor to install satellite
dishes, antenna and any related equipment. Tenant or Tenant’s licensed vendor
shall obtain, and provide to Landlord’s property manager, any and all applicable
governmental permits. Under no circumstances shall any penetrations of roof,
roofing materials, or building structure be made to install equipment or wiring
be permitted. Wiring shall only be allowed to enter the building from the roof
through existing, authorized roof chaseway penetrations. Equipment or operation
of any equipment shall not interfere with the operation of any other tenants
or
vendors equipment. Any equipment causing such interference, upon notice to
Tenant, shall promptly be corrected so cease interference or be removed. If
not
corrected or removed in a timely fashion, Landlord shall have the right to
remove said equipment and Tenant shall reimburse Landlord for the required
work.
35.3 If
any
installed equipment causes damage to any part of the roof or building structure
at any time during Tenant’s lease term, Landlord shall promptly make repairs of
such sufficient quality
as to restore the roof and building to its original condition and Tenant agrees
to reimburse Landlord for said repairs. If Tenant does not make restitution
in a
timely manner, Tenant agrees to compensate Landlord for such repairs plus a
15%
oversight fee.
35.4 Upon
termination of Tenant’s occupancy, Tenant shall remove of all equipment and
cabling within fifteen days of termination date. If Equipment and cabling is
not
properly or prompted removed, Tenant shall hereby forfeit its security deposit
for such equipment removal and if deposit is not sufficient to cover all such
removal costs, Tenant agrees to pay Landlord the balance of the costs plus
15%
oversight fee.
IN
WITNESS WHEREOF, Landlord and Tenant have executed this Lease in
multiple original counterparts as of the day and year first above
written.
Tenant:
By:/s/
Xxxxxxx X.
Xxxxxx
Print
Name. Xxxxxxx X. Xxxxxxx
Title.
President/CEO
|
WITNESS:
|
WITNESS:
|
| By: ______________________________ | By: ______________________________ |
| Print Name: _____________________________ | Print Name: _____________________________ |
17
CONECA
Properties LLC - Office Lease - continued
Landlord:
CONECA
PROPERTIES, L.C.
By: CONECA
PROPERTIES, LTD., as sole member
By: CONECA,
INC.,
as General Partner
/s/
Xxxxx
Xxxxxxxx
Xxxxx
Xxxxxxxx
President
|
WITNESS:
|
WITNESS:
|
| By: ______________________________ | By: ______________________________ |
| Print Name: _____________________________ | Print Name: _____________________________ |
18
CONECA
Properties LLC - Office Lease -
continued
EXHIBIT
“A”
LEGAL
DESCRIPTION
PORTIONS
OF LOTS 3 AND 4, "GATEWAY INDUSTRIAL CENTER NO. 23", ACCORDING
TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 112, AT PAGE 10, OF THE PUBLIC
RECORDS OF BROWARD COUNTY, FLORIDA, MORE FULLY DESCRIBED AS
FOLLOWS:
BEGINNING
AT THE SOUTHWEST CORNER OF SAID LOT 4; THENCE NORTH 00° 13'51" WEST, ALONG THE
WEST LINE OF SAID LOT 4, A DISTANCE OF 191.18 FEET; THENCE NORTH 88° 47 '46"
EAST, A DISTANCE OF 285.07 FEET; THENCE SOUTH 00° 12' 10" EAST ALONG THE EAST
LINE OF SAID LOTS 4 AND 3, A DISTANCE OF 225.09 FEET; THENCE SOUTH 88°
47' 46" WEST, A DISTANCE OF 172.00 FEET; THENCE SOUTH 00° 12’ 10" EAST, A
DISTANCE OF 19.95 FEET; THENCE SOUTH 88° 47-46" WEST, A DISTANCE OF 112.95 FEET;
THENCE NORTH 00° 13’ 51" WEST, ALONG THE WEST LINE OF SAID LOT 3, A DISTANCE OF
53.85 FEET TO THE POINT OF BEGINNING.
TOGETHER
WITH:
A
PORTION
OF PARCEL "A", "GATEWAY INDUSTRIAL CENTER NO. 30" ACCORDING TO THE PLAT THEREOF
AS RECORDED IN PLAT BOOK 120, AT PAGE 28, OF THE PUBLIC RECORDS OF BROWARD
COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING
AT THE SOUTHWEST CORNER OF SAID PARCEL "A"; THENCE NORTH 00° 12' 10" WEST ALONG
THE WEST LINE OF SAID PARCEL "A". A DISTANCE OF 40.01 FEET TO A POINT; SAID
POINT ALSO BEING THE SOUTHEAST CORNER OF LOT 1. "GATEWAY INDUSTRIAL CENTER
NO.
23" AS RECORDED IN PLAT BOOK 112, AT PAGE 10, OF THE PUBLIC RECORDS OF BROWARD
COUNTY, FLORIDA; THENCE SOUTH 88° 47' 46" WEST, A DISTANCE OF 284.64 FEET TO THE
SOUTHWEST CORNER OF SAID LOT 1; THENCE NORTH 00° 13' 51" WEST, ALONG THE WEST
LINE OF XXXX 0, 0, XXX 0 XX XXXX "XXXXXXX INDUSTRIAL CENTER NO. 23", A DISTANCE
OF 643.97 FEET TO THE SOUTHWEST CORNER OF XXX 0 XX XXXX "XXXXXXX XXXXXXXXXX
XXXXXX XX. 00"; THENCE CONTINUE NORTH 00° 13' 51" WEST, ALONG THE WEST LINE OF
SAID LOT 4 A DISTANCE OF 191.18 FEET; THENCE NORTH 88° 47' 46" EAST, A DISTANCE
OF 285.07 FEET TO THE POINT OF BEGINNING OF THIS DESCRIPTION; SAID POINT ALSO
BEING ON THE WEST LINE OF SAID PARCEL "A"; THENCE CONTINUE NORTH 88° 47' 46"
EAST, ALONG THE EASTERLY EXTENSION OF THE LAST DESCRIBED COURSE, A DISTANCE
OF
10.00 FEET; THENCE SOUTH 00° 12' 10" EAST, ALONG A LINE PARALLEL WITH AND 10.00
FEET EAST OF WHEN MEASURED AT RIGHT ANGLES TO THE WEST LINE OF SAID PARCEL
"A",
A DISTANCE OF 225.09 FEET; THENCE SOUTH 88° 47' 46" WEST, A DISTANCE OF 10.00
FEET TO A POINT ON THE WEST LINE OF SAID PARCEL "A"; THENCE NORTH 00° 12' 10"
WEST A DISTANCE OF 225.09 FEET ALONG SAID WEST LINE TO THE POINT OF
BEGINNING.
SAID
LANDS SITUATE, LYING, AND BEING IN THE CITY OF POMPANO BEACH, BROWARD COUNTY,
FLORIDA, CONTAINING 1.576 ACRES, MORE OR LESS.
19
CONECA Properties LLC - Office Lease -
continued
XXXXXXX
"X"
XXXXX
XXXX xx XXXXX 000
00
CONECA Properties LLC - Office Lease -
continued
EXHIBIT
“C”
PREPARATION
OF PREMISES
TENANT
IMPROVEMENTS
THIS
WORK
AGREEMENT is attached to and made part of the certain Office Lease Agreement
(the “Lease”) dated on the
6th day of November 2007 by and
between Coneca Properties, LTD. ("Landlord")
and SecuRed Financial Network, Inc. (“Tenant”). The terms,
definitions and other provisions of the Lease are hereby incorporated into
this
Work Agreement by reference.
IN
CONSIDERATION OF the execution of the Lease and the mutual covenants and
conditions hereinafter set forth, Landlord and Tenant agree as
follows:
Tenant
agrees to accept possession of the Premises in “As Is” condition as of the
Commencement Date provided
that the Landlord shall be obligated to complete the following work at
Landlord’s expense:
1.)
NONE
Tenant
is
responsible for installation, and removal at the end of its tenancy, of all
telecommunications cabling and equipment at Tenant’s sole expense subject to
“Exhibit D, Building Rules and Regulations”.
By:
/s/ Xxxxxxx X.
Xxxxxxx
Print
Name: Xxxxxxx X. Xxxxxxx
Title:
President/CEO
|
WITNESS:
|
WITNESS:
|
| By: ______________________________ | By: ______________________________ |
| Print Name: _____________________________ | Print Name: _____________________________ |
Landlord:
CONECA
PROPERTIES, L.C.
By: CONECA
PROPERTIES, LTD., as sole member
By: CONECA,
INC.,
as General Partner
/s/
Xxxxx
Xxxxxxxx
Xxxxx
Xxxxxxxx President
|
WITNESS:
|
WITNESS:
|
| By: ______________________________ | By: ______________________________ |
| Print Name: _____________________________ | Print Name: _____________________________ |
21
CONECA Properties LLC - Office Lease -
continued
EXHIBIT
"D"
RULES
AND REGULATIONS
The
following Rules and Regulations have been formulated for the safety and
wellbeing of all the tenants of the Building and Strict adherence to these
Rules become effective upon occupancy. Strict adherence to these Rules and
Regulations is necessary to guarantee that each and every Tenant will enjoy
a
safe and unannoyed occupancy in the Building. “Tenant or tenant” shall for
purposes of these Building Rules and Regulations shall be defined as but not
limited to include: Building Tenants, their employees, guests, invitees,
servants, vendors, service contractors, building contractors and their direct
or
indirect subcontractors and any other persons having business or performing
services within the Building and its Property. Any repeated or continuing
violation of these Rules And Regulations by Tenant after notice and time to
cure
from Landlord shall be sufficient cause for termination and removal from the
Building and Property at the option of Landlord.
Landlord
may upon request by any tenant, waive the compliance by such tenant of any
of
the foregoing Rules and Regulations provided that (i) no waiver shall be
effective unless signed by Landlord's authorized agent (ii) any such waiver
shall not relieve such tenant from the obligation of complying with the
foregoing Rules and Regulations unless such other tenant has received a similar
waiver in writing from Landlord.
Landlord
agrees not to unreasonably discriminate against Tenant in the enforcement of
the
Rules and Regulations in effect with regard to the Building.
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|
1.
|
All
contractors and/or technicians performing work for Tenant within
the
Premises, Building or parking facilities shall be referred to Landlord
for
approval before performing such work. This shall apply to all work
including but not limited to, installation of telephones, telegraph
equipment, electrical devices and attachments, and all installations
affecting floors, walls, windows, doors, ceilings, equipment or any
other
physical feature of the Building, the Premises or parking facilities.
No
cutting for telephone, telegraph, or computer terminals will be permitted
without the prior consent of Landlord. Tenant shall not install,
or allow
to be installed, and communications cabling, which is not
“plenum-fire-rated”, and all materials used in installation must be
“plenum-fire-rated”. No cabling shall be installed which interferes in the
removal of ceiling tiles and ceiling grid systems. If required by
Landlord, in its sole judgment, Tenant shall be responsible for the
removal of all cabling installed for its specific use upon Lease
expiration or termination and hereby acknowledges that Landlord shall
deduct from its security deposit, the costs associated with its removal
if
removal is not performed by Tenant as directed by Landlord. None
of this
work shall be done by Tenant without Landlord's prior written
approval.
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|
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2.
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Tenant,
at its expense, and with due diligence and dispatch, shall procure
the
cancellation or discharge of all notices of violation arising from
or
otherwise connected with Alterations, or any other work, labor, services
or material done for or supplied to Tenant, or any person claiming
through
or under Tenant, which shall be issued by any public authority to
create
any liens for labor or materials on or against the Property, the
Building
and/or the premises. Tenant shall defend, indemnify, and save Landlord
harmless from and against any and all mechanic's and other liens
and
encumbrances filed in connection with Alterations or any other work,
labor, services, or materials done for or supplied to Tenant, or
any
person claiming any materials, fixtures or articles installed in
and
constituting a part of the premises and against all costs, expenses,
and
liabilities (Including reasonable attorney's fees to and through
any
appellate proceedings) incurred in connection with any such lien
or
encumbrance or any action or proceeding brought thereon. Tenant,
at its
expense, shall procure the satisfaction, bond or discharge of record
of
all such liens and encumbrances within fifteen (15) days after the
filing
thereof. In the event Tenant has not so performed, Landlord may,
at its
option, pay and discharge such liens and Tenant shall be responsible
to
reimburse Landlord for all costs and expenses incurred in connection
therewith, which expenses shall include reasonable attorney's fees
(to and
through any appellate proceedings) and any costs in posting bond
to effect
discharge or release
of the lien as an encumbrance against the premises, the Building
and/or
the Property. Landlord has recorded a prohibition against the filing
of
mechanic liens by Tenant's contractors, subcontractors, architects
or
material men.
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22
CONECA Properties LLC - Office Lease - continued
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3.
|
Neither
Landlord nor any partner, director, officer, agent, servant, or employee
of Landlord,
any Superior Lessor or any Superior Mortgagee, shall be liable to
Tenant
for any loss, injury, or damage, to tenant or to any other person,
or to
its or their property, irrespective of the cause of injury, damage
or
loss, relating to the operation or maintenance of the premises or
the
building except for gross negligent or willful misconduct of Landlord.
Further, neither Landlord, any Superior Lessor or any Superior Mortgagee,
nor any partner, director, officer, agent, servant, or employee of
Landlord shall be liable (a) for any such damage caused by other
tenants
or persons in, upon or about the building, or caused by operations
in
construction of any private, public or quasi-public work; or (b)
for
consequential damages arising out of any loss of use of the Premises
or
any equipment or facilities therein by Tenant or any person claiming
through or under Tenant as a request of the damage referred to in
3(a).
|
3(a) Tenant
shall indemnify and hold Landlord and all Superior
Lessors and Superior Mortgagees and its and their respective partners,
directors, officers, agents, servants and employees harmless from and against
any and all claims arising from or in connection with (a) the conduct or
management of the premises or any business at or upon the premises during the
term of this Lease or during the period of time, if any, prior to the Lease
Commencement Date that Tenant may have been given access to the premises; (b)
any act, omission or negligence of Tenant or any of its subtenants or licensees
or its or their partners, directors, officers, agents, invitees, employees
or
contractors; (c) any accident, injury or damage whatsoever (unless caused by
the
negligent act or omission or willful misconduct of Landlord, its agents,
officers, servants, Superior Lessor, Superior Mortgagee) occurring in, at or
upon the premises; and (d) any breach or default by Tenant in the full and
prompt payment and performance of Tenant's obligations under this Lease;
together with all costs, expenses and liabilities incurred in or in connection
with each such claim or action or proceeding brought thereon including, without
limitation, all reasonable attorney's fees (to and through appellate
proceedings) and expenses. In the event any action or proceeding is brought
against Landlord and/or any Superior Lessor or Superior Mortgagee and/or its
or
their partners, directors, officers, agents and/or employees by reason of any
such claim, Tenant, upon notice from Landlord or such Superior Lessor or
Superior Mortgagee, shall resist and defend such action or proceeding (by
counsel reasonably satisfactory to Landlord and/or such Superior Lessor or
Superior Mortgagee.
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4.
|
No
drilling shall be allowed into any major building structural component,
specifically
but not limited to: roof, floor decks, roof decks, building columns,
life-safety stairway evacuation towers and/or routes without obtaining
written permission and a structural “x-ray” by a licensed, certified and
insured professional engineer or engineering firm to clearly show
any
structural “subcomponents” such as but not limited to cabling, piping,
bracing supports, and structural steel. No penetrations of these
structural “subcomponents” shall be
permitted.
|
|
5.
|
The
sidewalks, entrances, passages, courts, elevators, vestibules, stairways,
corridors
or halls or other parts of the Building not part of the Premises
of Tenant
shall not be obstructed or encumbered by any tenant or used for any
purpose other than ingress and egress, and in the case of the freight
elevator, for the moving of freight to and from the Premises, and
if the
Premises are situated on the ground floor of the Building the Tenant
thereof shall at said Tenant's own expense keep the sidewalks and
curb
directly in front of said Premises clean and free from debris. Subject
to
the other provisions of this Lease, Landlord shall have the right
to
control and operate the public portions of the Building, and the
facilities furnished for the common use of the Building, in such
manner as
Landlord deems best for the benefit of the tenants generally. No
tenant
shall permit the visit to the Premises of persons in such numbers
or under
such conditions as to interfere with the use and enjoyment by other
tenants of the entrances, corridors, elevators and other public portions
or facilities of the
Building.
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|
6.
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No
awnings other projections shall be attached to the outside walls
of the
Building without
the prior written consent of Landlord. No drapes, blinds, shades
or
screens shall be attached to or hung in or used in connection with,
any
window or door of the Premises without the prior consent of Landlord.
Such
awnings, projections, curtains, blinds, screens or other fixtures
must be
of a quality type, design and color and attached in the manner approved
by
Landlord. Notwithstanding the foregoing, and notwithstanding any
provision
of this Lease to the contrary, Tenant, from time to time, will be
permitted to install floor to ceiling drapes on the exterior windows
of
the Premises; said drapes shall be submitted to Landlord for Landlord's
approval.
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|
7.
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Except
as otherwise provided for in this Lease, no sign, picture, advertisement
notice or other lettering shall be exhibited, inscribed, printed
or
affixed by any Tenant on any part of the outside or inside of Building
without the prior written consent of Landlord. In the event of the
violation of the foregoing by any Tenant, Landlord may remove same
without
any notice or liability and may charge the expense incurred by such
removal to the Tenant or tenants violating this rule. Interior signs
on
doors and directory tablet shall be inscribed, printed or affixed
for each
tenant by Landlord and shall be of a size, color and style acceptable
to
Landlord.
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|
8.
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No
show cases or other articles shall be put in front of or affixed
to any
part of the exterior of the Building, nor placed in the halls, corridors
or vestibules without the prior written consent of
Landlord.
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23
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9.
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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
sweepings, rubbish, rags or other substances shall be thrown therein.
All
damages resulting from any misuse of the fixtures shall be borne
by the
tenant who or whose servants, employees agents, visitors, or licensees,
shall have caused the same.
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|
10.
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No
tenant shall construct, maintain, use or operate within the Premises
or
elsewhere within or on the outside of the Building any electrical
device,
wiring or apparatus in connection with a loud-speaker system with
speakers
solely within the Premises and the sound from which does not disturb
other
tenants.
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|
11.
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No
bicycles, vehicles, or animals, birds or pets of any kind shall be
brought
into or be kept in or about the Premises and no cooking shall be
done or
be permitted by any tenant on said Premises, except for a tenant’s clients
and/or employee's own use and with the prior written approval of
Landlord.
No Tenant shall make or permit to be made, any unseemly or disturbing
noises which disturb or interfere with occupants of this or neighboring
buildings or premises or those having business with them whether
by the
use or misuse of any type of cellular phone, wireless communications
devices, musical instrument, radio, phonograph, unmusical noise,
whistling, singing or in any other way. No tenant shall throw anything
out
of doors or windows or down corridors or stairs of the
Building.
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12.
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No
inflammable combustible or explosive fluid, chemical or substances
shall
be brought or kept upon Premises. Landlord acknowledges however that
Tenant shall be entitled to keep those items necessary to run its
photocopying equipment.
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13.
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No
additional locks or bolts of any kind shall- be placed upon any of
the
doors or windows by any tenant nor shall any changes be made in existing
locks or the mechanism thereof without Landlord's consent. Except
on
single-tenant floors, the doors leading to the corridors or main
halls (if
any such doors exist) shall be kept closed during Normal Business
Hours
except as they may be used for ingress or egress. Each tenant shall,
upon
the termination of his tenancy, restore to Landlord all keys of stores,
offices storage and toilet rooms either furnished to or otherwise
procured
by such tenant, and in the event of the loss of any keys so furnished,
such tenant shall -pay to Landlord the cost to re-key the locks operated
by those keys.
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14.
|
Except
as otherwise provided for in this Lease, all removals, or the carrying
in
or out
of any sales, freight, furniture, or bulky matter of any description
must
take place during the hours which Landlord or its agent may determine
from
time to time and according to a method and routing of such movement
as is
determined by Landlord upon request from Tenant. Tenant shall assume
all
liability and risk to property Premises and Building in such movement.
Tenant shall not move furniture, machines, equipment, merchandise
or
materials within, into or out of the Building, the Premises or parking
facilities without having first obtained a written permit from Landlord
twenty-four (24) hours in advance. Safes, large files, electronic
data
processing equipment and other heavy equipment or machines shall
be moved
into the Premises, Building or parking facilities only with Landlord's
written consent and placed where directed by
Landlord.
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15.
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Any
person employed by any tenant to do janitorial work within the Premises
must obtain Landlord's consent, and such person shall, while in the
Building and outside of said Premises comply with all reasonable
instructions issued by the manager of the
Building.
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16.
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No
Tenant shall purchase spring water, ice, coffee, soft drinks, towels
or
the like service,
from any company or persons whose repeated violations of Building
regulations have caused, in Landlord’s opinion, a hazard or nuisance to
the Building and/or its
occupants.
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17.
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Landlord
shall have the right to prohibit any advertising by any tenant which,
in
Landlord’s
opinion, tends to impair the reputation of the building or its
desirability as a building for offices, and upon written notice from
Landlord, such tenant shall refrain from or discontinue such
advertising.
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24
CONECA
Properties LLC - Office Lease -
continued
|
18.
|
Landlord
reserves the right to exclude from the Building at all times any
person
who does
not properly identify himself to the Building management or watchman,
if
so posted, on duty. Landlord may at its option require all persons
admitted to or leaving the building between the hours of 7 p.m. and
7
a.m., Monday through Friday, and at all times on Saturday and Sunday
and
legal holidays, to register. Each tenant shall be responsible for
all
persons for whom he authorizes entry into or exit out of the Building
and
shall be liable to the Landlord for all acts of such persons, except
to
the extent covered or required to be covered by insurance carried,
or
required to be carried, by
Landlord.
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19.
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The
Premises shall not be used for lodging or sleeping or for any immoral
or
illegal purpose.
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20.
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The
requirements of the Tenant will be attended to only upon application
at
the office
of the Building. Building employees shall not perform any work or
do
anything outside of their regular duties, unless under special instruction
from the management of the
Building.
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21.
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Canvassing,
soliciting and peddling in the Building is prohibited and each tenant
shall cooperate to prevent the
same.
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22.
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There
shall not be used in any space, or in the public halls of the Building,
either by tenant or by jobbers or others, in the delivery or receipt
of
merchandise, any hand trucks, except those equipped with rubber tires
and
side guards.
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23.
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In
the event Tenant must dispose of crates, boxes, etc. Which will not
fit
into office wastepaper
baskets, it will be the responsibility of the Tenant to dispose of
same.
In no event shall Tenant set such items in the public hallways or
other
areas of the Building or parking facilities, excepting Tenant’s own
premises for disposal.
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24.
|
Tenant
shall not install any antenna or aerial wires, or radio or television
equipment, or
any other type of equipment, inside or outside the Building, without
Landlord’s prior approval in writing and upon such terms and conditions as
may be specified by Landlord in each and every
instance.
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25.
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Protective
Carpet Care. Tenants shall place protective chair mats on all carpeting
surfaces
where any type of chairs or other office furniture utilizing rollers
or
casters for customary movement are utilized to prevent unnecessary
or
premature carpet wear. Landlord shall deduct from Tenant’s Security
Deposit replacement carpet costs beyond normal wear and tear which
are
caused by Tenant failure to provide and utilize said
mats.
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26.
|
Tenant
shall rigorously enforce The Building’s “No Smoking” Rules And
Regulations
and shall not allow any employee, guest, invitee or independent contractor
to smoke in the Demised Premises, Common Areas, Rest Rooms or Stairwells.
This BUILDING, in accordance with and to comply with applicable “Indoor
Clean Air Act(s)” of the Local, County, State and/or Federal governments,
is“Smoke Free”(the smoking of any tobacco
products including but not limited to cigarettes, cigars, pipes,
etc.) and
smoking within Tenants’ Demised Premises and all Common Areas including,
but not limited to Corridors, Bathrooms, Elevators, Emergency Exits
and
Stairways, is Prohibited. In the event the Tenant, their
employees, guests, invitees or independent contractors sets off the
Fire
Alarm System as a result of actions caused by smoking; the Tenant
will pay
any and all costs assessed by applicable Local, County, State and/or
Federal governments.
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|
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27.
|
Tenant
shall direct “smoking” employees, servants and/or invitees, etc. (those
persons
utilizing or smoking of any tobacco products including but not limited
to
cigarettes, cigars, pipes, etc.) to utilize an outdoor area designated
by
Landlord or Landlord’s property manager as an “Outdoor Smoking Area”,
which Area may be moved from time to time as improvements to the
Building
are completed and/or as needed and for the health, safety, convenience
and/or consideration of all persons of the
Building.
|
Tenant
hereby acknowledges and hereby agrees to abide by the foregoing Rules and
Regulations and is duly authorized to execute this document on behalf of his/her
company.
By:
/s/ Xxxxxxx X.
Xxxxxxx
Print
Name. Xxxxxxx X. Xxxxxxx
Title.
President/CEO
|
WITNESS:
|
WITNESS:
|
| By: ______________________________ | By: ______________________________ |
| Print Name: _____________________________ | Print Name: _____________________________ |
25
CONECA
Properties LLC - Office Lease - continued
EXHIBIT
"F"
NOTICE
TO
OWNERS, PROSPECTIVE TENANTS AND BUYERS
OF
REAL
PROPERTY REGARDING THE
"AMERICANS
WITH DISABILITIES ACT"
Please
be
advised that an owner or tenant of real property may be subject to the Americans
with Disabilities Act (the ADA), a Federal law codified at 42 USC Section 12101
et seq. Among other requirements of the ADA that could apply to your property,
Title III of the ADA requires owners and tenants of “public accommodations” to
remove barriers to allow access by disabled persons and provide auxiliary aids
and services for hearing, vision or speech impaired persons by January 26,
1992.
The regulations under Title III of the ADA are codified at 28 CFR Part
36.
We
recommend that you and your attorney review the ADA and the regulations, and
if
appropriate, your proposed lease or purchase agreement, to determine if this
law
could apply to you, and the nature of the requirements. These are legal issues.
You are responsible for conduction of your own independent investigation of
these issues.
Please
acknowledge your receipt of this notice by signing and dating it below.
By:
/s/ Xxxxxxx X.
Xxxxxxx
Print
Name: Xxxxxxx X. Xxxxxxx
Title:
President/CEO
Date:
November
6th ,
2007
|
WITNESS:
|
WITNESS:
|
| By: ______________________________ | By: ______________________________ |
| Print Name: _____________________________ | Print Name: _____________________________ |
26