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EXHIBIT 10.17
XXXXXX XXXXXX - EXECUTIVE OFFICES
SHORT TERM LEASE AGREEMENT
THIS AGREEMENT OF LEASE ENTERED INTO THIS 17 day of February, 2000 between
XXXXXX XXXXXX, L.C., a Florida Limited Liability Company hereinafter referred to
as "Landlord"), with its principal place of business at 00000 Xxxxx Xxxxxxx
Xxxxxxx, Xxxxx 000, Xxxx Xxxxx, XX 00000 and Solutions America, Inc.
(hereinafter referred to as "Tenant") whose mailing address is X.X. Xxx 000,
Xxxxxx Xxxxx, XX 00000.
1. DEMISED PREMISES: That Landlord hereby lets and demises unto Tenant the
following described premises: Office 116B located at 000 Xxxx Xxxxxx Xxxx.,
Xxxxxx Xxxxx, XX 00000, State of Florida, hereinafter referred to as the
"Premises"; the terms and conditions of this Lease being set forth below.
1.01 ACCEPTANCE OF PREMISES. The Premises are hereby leased to Tenant
subject to: (i) any and all laws, as applicable, now in force hereafter enacted;
and (ii) any title matters of record or otherwise disclosed to Tenant. If
construction of the Premises is completed as of the date this Lease is signed by
the parties, Tenant certifies that it has inspected the Premises and, in
reliance on such inspection, acknowledges and accepts the Premises and the
Office Building, all of which Tenant confirms as being satisfactory. Tenant
further acknowledges that the Premises, including all fixtures, equipment and
furnishings contained therein, are in satisfactory or excellent condition and
accepts the Premises in its "AS IS" condition, without requiring Landlord to
make any repairs or replacements thereof. Tenant hereby waives any objection to
and releases Landlord from any liability arising from the condition of the
Premises from and after the date of Lease execution.
1.02 CONSTRUCTION OF PREMISES. Landlord will, at its sole expense, perform
all work specified to be performed by Landlord more specifically set forth in
Exhibit "B" attached hereto and entitled "Landlord's Improvements". Tenant will,
at its sole expense, perform all other work necessary to complete the premises
for its business purposes including, without limitation, the work specified to
be performed by Tenant more particularly described in Exhibit "C" attached
hereto as "Tenant's Improvements"; provided however, all of Tenant's work shall
be performed by licensed contractors acceptable to Landlord, in accordance with
its final plans, specifications and drawings furnished to Landlord, which shall
be in compliance with all laws, including applicable building and zoning codes.
2. TERM: The term of this Lease shall be thirteen (13) months commencing on
March 2, 2000 ("Commencement Date") and ending March 31, 2001 ("Expiration
Date"). At the expiration of the term of the Lease, Tenant will vacate and
surrender the Premises to Landlord in accordance with the terms hereof and said
Premises shall be in broomclean condition.
3. RENT: Tenant covenants to pay to Landlord, in equal monthly installments
the rent plus applicable sales and use tax in advance of the first day of each
calendar month of each year of the term. The schedule for the rent per month is
as follows:
March 2, 2000 through February 28, 2001 $210.00 plus FL sales tax
March 1, 2001 through March 31, 2001 Free rent
4. Landlord acknowledges receipt of the first months rent in the amount of
$222.60 (including Florida Sales Tax).
5. COVENANT TO PAY. Tenant shall pay Rent to Landlord from the Commencement
Date without prior demand, together with all applicable Florida sales tax
thereon as provided by law from time to time; for any Lease Year greater or less
than twelve (12) months shall be prorated on the per diem basis, based upon the
number of days elapsed over 365 - day year. Tenant agrees that its covenant to
pay Rent to Landlord is an independent covenant and that all such amounts are
payable without counterclaim set-off, deductions, xxxxx or reduction whatsoever,
except as expressly provided for in this Lease. If Tenant has given as payment
of rent during the term of this Lease, checks which are returned to Landlord
marked insufficient funds or no good for any reason, then Landlord at Landlord's
sole discretion may demand payment from Tenant by bank check or money order.
6. RENT PAST DUE. Tenant agrees that if the rent has not been paid by the
5th of the month, there will be a $50.00 late charge. If rent has not been paid
by the 10th of the month, there will be a late charge of $75.00 and if rent has
not been paid by the end of the month the late charge shall be $175.00. Tenant
agrees to pay the cost of collection and reasonable attorneys fees on any part
of rental that is past due, plus interest not to exceed 8% per annum or the
maximum legal interest rate, whichever sum is less.
7. NO ABATEMENT OF RENT. Except as specifically provided to the contrary in
this Lease, there shall be no abatement from or reduction of the Rent due, nor
shall Tenant be entitled to damages, losses, costs or disbursements from
Landlord during the Term caused by or on account of the fire, water or sprinkler
systems or the partial or temporary failure or stoppage of any heating, cooling,
lighting, plumbing or other services in or to the Premises or the Office
Building, whether due to Force Majeure or the making of alterations, repairs,
renewals, improvements or structural changes to the Premises, the Office
Building, the equipment or systems supplying the services, or from any cause
whatsoever, provided that the said failure or stoppage is remedied within a
reasonable time.
8. SECURITY DEPOSIT. Landlord acknowledges receipt of a Security Deposit in
the amount of $420.00 to be held by Landlord, without any liability for interest
thereon, as security for the performance by Tenant of all its obligations under
this Lease. In the event of default by Tenant of any of its obligations under
this Lease, Landlord may at its option, but without prejudice to any other
rights which Landlord may have, apply all or part of the Security Deposit to
compensate Landlord for any loss, damage or expense sustained by Landlord as a
result of such default. If all or any part of the Security Deposit is so
applied, Tenant shall restore the Security Deposit to its original amount on
demand of Landlord. Within thirty (30) days following termination of this Lease,
if Tenant is not then in default, the Security Deposit will be returned by
Landlord to Tenant. If Landlord sells its interest in the Premises, it may
deliver the Security Deposit to the Purchaser and Landlord will thereupon be
released from any further liability with respect to the Security Deposit or its
return to Tenant and the purchaser shall become directly responsible to Tenant.
Landlord shall not be required to pay Tenant any interest on said security
deposit.
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9. ACCEPTANCE OF PREMISES. The Premises are hereby leased to Tenant
subject to: (i) any and all laws, as applicable, now in force hereafter
enacted; and (ii) any title matters of record or otherwise disclosed to Tenant.
If construction of the Premises is completed as of the date this Lease is
signed by the parties, Tenant certifies that it has inspected the Premises and,
in reliance on such inspection, acknowledges and accepts the Premises and the
Office Building, all of which Tenant confirms as being satisfactory. Tenant
further acknowledges that the Premises, including all fixtures, equipment and
furnishings contained therein, are in satisfactory or excellent condition and
accepts the Premises in its "AS IS" condition, without requiring Landlord to
make any repairs or replacements thereof. Tenant hereby waives any objection to
and releases Landlord from any liability arising from the condition of the
Premises from and after the date of Lease execution.
10. USE. Tenant shall use the Premises exclusively as a general office,
and for no other use or purpose whatsoever. The Tenant agrees to occupy the
premises only as a business office for one principal person. Tenant shall
comply with all laws, ordinances, rules and regulations of applicable
governmental authorities respecting the use, operation and activities of the
Premises (including sidewalks, streets, approaches, drives, entrances and
Common Areas which serve the Premises), and Tenant shall not make, suffer or
permit any unlawful, improper or offensive use of the Premises or such other
areas, or any part thereof, or permit any nuisance thereon. Tenant shall not
make any use of the Premises which would make void or voidable any policy of
fire or extended coverage insurance covering the Premises. Tenant shall use the
Premises only for the purposes stated in this Lease and shall not leave said
Premises vacant or suffer or permit any waste or mistreatment thereof. The
Tenant is restricted from using the demised premises for the purposes of
telemarketing. The total number of occupants in the demised premises is not to
exceed more than one person, at any time during the term of the lease.
11. TENANT'S COVENANTS TO USE AND OCCUPANCY.
A) Tenant shall not store or bring on the Premises any articles
of any combustible, toxic or dangerous nature and shall at all times keep the
Premises in such condition as to comply with all laws. Tenant shall keep and
maintain on the Premises all safety apparatus or appliances required by law.
Tenant shall not cause, permit or suffer any act, occurrence, or series of acts
or occurrences upon the Premises which shall cause the rate of insurance on the
Premises and/or Office Building, or any part thereof, to be cancelled, result
in an increase in the Premises for coverage of same or preclude the obtaining
of such insurance.
B) Tenant shall not keep or display any merchandise which in any
manner shall obstruct the Common Areas, and shall not sell, advertise, conduct
or solicit business within the Office Building other than in the Premises.
Tenant shall not cause, permit or suffer any machine selling merchandise,
services or entertainment, including vending machines or other machines
operated by coins to be present on the Premises without prior written consent
of Landlord.
12. DEFAULTS. A default by Tenant shall be deemed to have occurred
hereunder, if and whenever: (a) any Minimum Rent is in arrears by the fifth of
the month, whether or not any notice or demand for payment has been made by
Landlord; (b) any Additional Rent is in arrears and is not paid within five (5)
days after written demand by Landlord; (c) Tenant has breached any of its
obligations in this Lease (other than the payment of Rent) and Tenant fails to
remedy such breach within fifteen (15) days (or such shorter period as may be
provided in this Lease), (d) Tenant makes a sale in bulk of all or a
substantial portion of its assets other than in conjunction with a transfer
approved by Landlord; (e) this Lease or any of Tenant's assets are taken under
a writ of execution; (f) Tenant proposes to make a transfer other than in
compliance with the provisions of this Lease; (g) Tenant abandons or attempts
to abandon the Premises or the Premises become vacant, unoccupied or not open
for business during the required hours, for a period of five (5) consecutive
days or more without the consent of Landlord; (h) any of Landlord's policies of
insurance with respect to the Office Building are actually or threatened to be
cancelled or adversely changed as a result of any use or occupancy of the
Premises or (i) any obligations of Tenant or any Guarantor owing to Landlord,
whether or not related to this Lease and however arising (whether by operation
of law, contract, acquired or otherwise) shall be in default. (j) Right of
Redemption. No right of redemption shall be exercised under any present or
future law, in case the Tenant shall be dispossessed for any cause, or if the
Landlord shall, in any other manner, obtain possession of the demised premises
in consequence of the violation of the covenants and agreements of tenant.
13. DEFAULT REMEDIES. In the event of any default hereunder by Tenant,
then without prejudice to any other rights which it has pursuant to this Lease
or at law or in equity, Landlord shall have the following rights and remedies,
some or all of which may be exercised by Landlord: (A) Landlord may terminate
this Lease by notice to Tenant and retake possession of the Premises for
Landlord's account, (B) Landlord may enter the Premises as agent of Tenant to
take possession of any property of Tenant on the Premises, to store such
property at the expense and risk of Tenant or sell or otherwise dispose of such
property in such manner as Landlord may see fit without notice to Tenant, which
shall be credited towards any Rent owed Landlord pursuant hereunder. (C)
Landlord may accelerate all Rent for the entire term. (D) At the conclusion of
the tenancy described herein for any reason whatsoever, tenant shall cause its
telephone lines to be removed from the landlord's switchboard and trunk system.
In the event tenant fails to arrange for removal of said telephone lines, it
hereby appoints landlord as its agent and authorized representative for the
purpose of coordinating with Xxxx South and any other carrier for the removal
of said lines and directs the carrier to accept the authorization set forth
herein.
14. MAINTENANCE AND REPAIRS BY LANDLORD. Landlord covenants to keep the
following in good order, repair and condition: (i) the structure of the Office
Building, including all of the exterior walls, structural columns, beams,
joists, footings and stem walls and roofs; (ii) the mechanical, electrical and
other bases building systems (except such as may be installed by or be the
property of Tenant), and (iii) the entrances, sidewalks, corridors, parking
areas and other facilities from time to time comprising the Common Areas. So
long as Landlord is acting in good faith, Landlord shall not be responsible for
any damages caused to Tenant by reason of failure of equipment or facilities
serving the Office Building or delays in the performance of any work for which
Landlord is responsible pursuant to this Lease (iv) the Landlord will provide
janitorial service five (5) nights a week.
15. MAINTENANCE AND REPAIRS BY TENANT. Tenant shall, at its sole cost,
maintain the Premises, in good order, condition and repair, exclusive of base
building mechanical, plumbing and electrical systems, all to a standard
consistent with a first class Office Building, with the exception only as those
which are the obligation of Landlord set forth in Section 14 above. All repairs
and maintenance performed by Tenant in the Premises shall be performed by
contractors or workmen designated or approved by Landlord. At the expiration or
earlier termination of the Term, Tenant shall surrender the Premises to
Landlord in as good condition and repair as Tenant is required to maintain the
Premises throughout the Term.
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16. Tenant's Alterations. Tenant shall not have the right to make
non-structural interior alterations to the Premises without Landlord's written
permission.
17. Repair Where Tenant at Fault. Notwithstanding any other provisions of
this lease, if any part of the Office Building is damaged or destroyed or
requires repair, replacement or alteration as a result of the act or omission of
Tenant or Tenant's Agent, Landlord shall have the right to perform same and the
cost of such repairs, replacement or alterations, plus an administration fee
equal to fifteen percent (15%) of such costs, shall be paid by Tenant upon
demand by Landlord, as Additional Rent.
18. Removal of Improvements and Fixtures. All Leasehold Improvements,
other than trade fixtures, shall immediately upon their placement in the
Premises become Landlord's property without compensation to Tenant. Except as
otherwise agreed by Landlord in writing, no Leasehold Improvements shall be
removed from the Premises by Tenant either during or at the expiration or sooner
termination of the Term except that: (a) Tenant may, during the Term, in the
usual course of its business, remove its trade fixtures, provided that Tenant is
not in default under this Lease; and (b) Tenant shall, at the expiration or
earlier termination of the Term, at its sole cost, remove such of the Leasehold
Improvements and trade fixtures in the Premises as Landlord shall require be
removed and restore the Premises to Landlord's then current Office Building
standard to the extent required by Landlord. Tenant shall at its own expense
repair any damage caused to the Office Building by such removal. If Tenant does
not remove its trade fixtures at the expiration or earlier termination of the
Term, the trade fixtures shall, at the option of Landlord, become the property
of Landlord and may be removed from the premises and sold or disposed of by
landlord in such manner as it deems advisable without any accounting to Tenant.
19. Casualty. In the event any improvements on the Office Building site
are rendered untenantable by fire or other casualty, Landlord shall have the
option of terminating this Lease or rebuilding, and in such event written notice
of the election by Landlord shall be given to Tenant within thirty (30) days
after the occurrence of such casualty. In the event Landlord elects to rebuild,
(1) Landlord shall not be obligated to rebuild the Tenant's or any other Tenant
Improvements; and (2) the affected portions of the Office Building shall be
restored, as nearly as practicable in Landlord's reasonable judgment, to their
former condition, exclusive of Tenant Improvements, within a reasonable time,
during which time no payment of rent or other sum due hereunder from Tenant to
Landlord shall xxxxx unless and until Tenant's space shall have continued
untenantable for at least thirty (30) days after (and as a result of) such
casualty. In the event (i) Landlord fails to give timely notice of its election
to rebuild, or (ii) Landlord fails to rebuild so that Tenant's Improvements can
be replaced within six (6) months of such casualty, the term of this Lease shall
then expire and this Lease and all options and rights under it shall be of no
further force or effect and Landlord shall be entitled to sole possession of the
Premises, and Landlord shall not be obligated to reimburse the Tenant for the
value or cost of its improvements, or for any expense or damage incident to such
casualty or such election.
20. Damage. Landlord shall not be liable for any damage to any property
or person at any time in the leased premises or building from air-conditioners,
electricity, water, rain, wind, whether they may leak into, issue or flow from
any part of said building or from any other place or quarter. Tenant shall give
to Landlord or its agent, prompt written notice of any accident.
21. Liability of Landlord. Tenant shall look solely to Landlord's estate
and interest in the Office Building and the rentals therefrom for the
satisfaction of any right of Tenant for the collection of a judgement or other
judicial process or arbitration award requiring the payment of money by
Landlord, subject, however, to any prior rights of any Mortgagee, and no other
property or assets of Landlord, Landlord's Agents, including all of Landlord's
general partners, incorporators, shareholders, officers, directors, or other
principals, disclosed or otherwise, or affiliates, shall be subject to levy,
lien, execution, attachment or other enforcement procedure for the satisfaction
of Tenant's rights and remedies under or with respect to this Lease, the
relationship of Landlord and Tenant hereunder, or under Law, including Tenant's
use and occupancy of the Premises, or any liability of Landlord to Tenant. The
limitation of Landlord's liability under this Section 22 shall be absolute and
without exception, and shall survive the expiration or earlier termination of
this Lease.
22. Liens. Tenant shall promptly pay for all materials supplied and work
done in respect of the Premises so as to ensure that no lien is recorded against
any portion of the real property upon which the Office Building is erected or
against Landlord's or Tenant's interest therein. If a lien is so recorded,
Tenant shall discharge it promptly by payment or bonding. If any such lien
against the Office Building or Landlord's interest therein is recorded and not
discharged to Tenant as above required within fifteen (15) days following
recording, Landlord shall have the right to remove such lien by bonding or
payment and the cost thereof shall be paid immediately from Tenant to Landlord,
Tenant has no right or authority to create any mechanics' or materialmen's lien
on the Office Building or Landlord's interest therein and Tenant in compliance
with Section 713.10, Florida Statutes, shall provide written notice (and provide
written acknowledgment thereof to Landlord) to all suppliers of labor or
materials, as well as all contractors and subcontractors, as applicable, prior
to ordering such labor or materials or executing any agreement for construction
of Leasehold Improvements.
23. Assignments, Subleases and Transfers. Tenant shall not enter into,
consent to or permit any transfer of this Lease without the prior written
consent of Landlord in each instance, which consent shall not be unreasonably
withheld, but shall be subject to Landlord's rights under the following Sections
24 and 25.
24. Lord's Right to Consent. If Tenant intends to effect a transfer,
tenant shall give prior notice to Landlord of such intent specifying the
identity of the Transferee and providing such financial, business or other
information relating to the transfer, the proposed Transferee and its principals
as Landlord or any mortgagee requires, together with copies of sufficient
documents to evidence the particulars of the proposed transfer, including the
total consideration to be paid by the Transferee. Landlord shall, within thirty
(30) days after having received such notice and all requested information,
notify Tenant either that it consents or does not consent to the transfer in
accordance with the provisions and qualifications of this Article 24. If
Landlord fails to timely give any notice, Landlord shall be deemed to have
refused consent to the transfer.
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25. Conditions of Transfer.
(A) If there is a permitted transfer, Landlord may collect Rent from the
Transferee and apply the net amount collected to the Rent required to be paid
pursuant to this Lease, but no acceptance by Landlord of any payments by a
Transferee shall be deemed a waiver of any provisions hereof regarding Tenant.
Any consent by Landlord shall be subject to Tenant and Transferee executing an
agreement with Landlord agreeing: (i) that the Transferee will be bound by all
of the terms of this Lease as if such Transferee had originally executed this
Lease as tenant, and (ii) to amend this Lease to incorporate such terms,
covenants, and conditions as are necessary so that this Lease will be in
accordance with Landlord's standard form of Lease in use for the Office Building
at the time of the transfer, and so as to incorporate therein any conditions
imposed by Landlord in its consent to such transfer and such further conditions
as may be required by the provisions of this Section 25.
(B) Notwithstanding any transfer permitted or consented to by Landlord,
or acceptance of Rent from the Transferee, Tenant (and Guarantor if applicable)
shall be jointly and severally liable with the Transferee under this Lease and
shall not be released from performing any of the terms of this Lease.
26. Indemnification. Each party agrees to indemnify and hold the other
harmless from and against any and all loss, damage, claim, demand, liability or
expense by reason of any damage or injury to persons (including loss of life) or
property which may arise or become claimed to have arisen as a result of or in
connection with the indemnifying party's (i) improvement, occupancy or use of
the Premises or Office Building or its site, or (ii) failure to conscientiously
and promptly perform any of its obligations under this Lease.
27. Insurance.
A) Tenant shall, at its sole expense, provide and maintain in force
during the entire term of this Lease, and any extension or renewal hereof,
public liability insurance with limits of coverage not less than One Million
Dollars ($1,000,000.00) (for death or bodily injury for any one occurrence) and
One Million Dollars ($1,000,000.00) for any property damage or loss from any one
accident. Each such policy of insurance shall name as the insured thereunder
both the Landlord and Tenant. Each such liability insurance policy shall be of
the type commonly known as Owner's, Landlord's and Tenant's insurance and shall
be obtained from a company reasonably satisfactory to both parties.
B) Builder's Risk Insurance. At the times during which construction is
being performed within or upon the Premises by Tenant, whether during initial
construction or thereafter at any time, Tenant shall provide builder's risk
insurance with such reasonable limits as Landlord shall from time to time
require, and any such policy or insurance shall have as named insured thereunder
both Landlord and Tenant. Further, Tenant shall maintain at all times during the
term of the Lease, Workmen's Compensation and Employer's Liability insurance at
legally required levels for the benefit of all employees entering upon the site
as a result of or in connection with their employment by Tenant or Tenant's
general contractor.
C) The original of each policy of insurance required of Tenant from time
to time by this Lease, or a certificate or certified duplicate thereof, issued
by the insurer or insuring organization, shall be delivered by Tenant to
Landlord (i) on or before thirty (30) days prior to occupancy of the Premises by
Tenant during the original and any renewed or extended term hereof, and (ii)
again at ten (10) days prior to the lapse or expiration or termination of any
prior policy which would otherwise occur during such term, renewal or extension.
D) Personal Property: Tenant agrees that any personal property brought
onto the Premises is done so at Tenant's own risk and if any loss or damage
occurs, Landlord is not liable.
28. Right of Access. Landlord reserves the right to enter the Premises at
all reasonable times (and in emergencies at all times) in order to: (i) make
such repairs, alterations or improvements to the Office Building as Landlord
considers necessary or desirable; (ii) have access to underfloor facilities and
access panels to mechanical shafts; (ii) check, calibrate, adjust and balance
controls and other parts of the heating, air conditioning, ventilating and
climate control systems; and (iv) install, maintain, repair or replace pipes,
ducts, conduits, vents and wires leading in, through, over or under the
Premises. Tenant shall not unduly obstruct any pipes, conduits or mechanical or
other electrical equipment so as to prevent reasonable access thereto. Landlord
further reserves unto itself the right to use all exterior walls and roof area.
Landlord shall exercise its rights under this Section 28, to the extent possible
in each circumstance, in a manner which minimizes interference with Tenant's use
and enjoyment of the Premises, including Tenant's decorations or operations
within the Premises. Rent will not xxxxx or be reduced while the maintenance,
repairs, alterations, installations, replacements or improvements are being
made.
29. Rules and Regulations. This Lease is subject to rules, regulations
and control of Landlord and Tenant agrees to comply with same as adopted from
time to time. Tenant agrees that it, its agents, representatives, officers,
guests, clients and customers shall at all times comport themselves in a
businesslike manner so as not to disrupt, interfere or impair the ability of the
Landlord and other tenants to conduct their business affairs. Continued
violation of this provision after written notice from the landlord shall
constitute a default of this Lease. Tenant agrees to follow and abide by the
Rules and Regulations as attached hereto in Exhibit "B" and made a part hereof.
30. Carelessness. Tenant shall not cause unnecessary labor by
carelessness and indifference to the preservation of good order and cleanliness
in its premises or the building.
31. Designation. Landlord grants to Tenant and Tenant's Agents, a
non-exclusive license to use the Common Areas in common with others during the
term, subject to the exclusive control and management thereof, at all times by
Landlord and subject further to the rules and regulations.
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32. Holding Over. If Tenant remains in possession of the Premises after
the end of the Term hereof, there shall be no tacit renewal of this Lease, and
Tenant shall be deemed to be a tenant at sufferance. In such event, Tenant shall
pay to Landlord, for each day Tenant remains in possession of the Premises
without the written consent of Landlord, an amount equal to the Rent for the
last twelve (12) months of the Term, divided by 365-days, and then multiplied by
two. Such amount shall accrue and be due and payable on a daily basis commencing
on the first day following the end of the Term and terminating on the day that
either (i) possession of the Premises is restored to Landlord, or (ii) a new
lease is entered into between Landlord and Tenant. All other obligations of
Tenant under this Lease, other than the payment of Rent (which is payable in
accordance with the foregoing calculation) shall be applicable to Tenant during
the period the Tenant is a Tenant at sufferance.
33. Assignment of Chattels. Tenant pledges and assigns to Landlord all
furniture, fixtures, goods and chattels of said Tenant which shall be brought or
put into said premises as security for payment of rent herein reserved and
tenant agrees that said lien may be inforced by stress, foreclosure, or
otherwise at the election of the Landlord, and does agree to pay reasonable
attorneys' fees, together with all costs and charges thereof incurred by
Landlord.
34. Utilities.
A) Landlord at its expense will furnish electrical (that consumed by
normal office equipment) water and sewer for Tenant. Air-conditioning will be
provided Monday through Friday from 8:00 a.m. to 5:30 p.m., excluding Legal
Holidays. If any calendar year during the term of any renewal or extension of
term hereof, the annual electrical or water/sewer rates are greater than the
same charges for the prior calendar year, tenant shall pay in addition to the
rent herein fixed a pro-rata amount which is equal to that ratio of the amount
of gross square feet in the Xxxxxx Xxxxxx to the gross square feet of Tenant of
said increase for said utility services.
B) Abuse of services. Tenant agrees not to abuse the services and will
turn off lights and equipment after normal working hours.
C) Utility failure. Landlord shall not be liable for failure to supply
such electricity, air-conditioning, heating, water, sewer, that is not due to
gross negligence on its part.
D) Interruption of service. Landlord reserves privilege of stopping
service of water, lighting, air-conditioning and elevators at such times as may
be necessary by reason of accident, repairs, alterations or improvements until
such time as same shall have been completed.
35. Bankruptcy. If Tenant shall become insolvent or if bankruptcy
proceedings shall be begun by or against tenant before the end of said term,
landlord is hereby irrevocably authorized, at Landlord's option, to cancel this
lease for default. Landlord may elect to accept rent from such receiver, trustee
or other judicial officer during the term of occupancy in their fiduciary
capacity without effecting Landlord's right as contained in this contract, but
no receiver, trustee or other judicial officer shall ever have the right, title
or interest in or to the above described property by virtue of this contract.
36. Tenant hereby waives and renounces for himself and family any and all
homestead and exemption rights he may now have, or hereafter under or by virtue
of the constitution and laws of the State of Florida of any obligation or damage
that may accrue under the term of this lease.
37. Successors. The rights and liabilities created by this lease extend
to and bind the successors and assigns of Landlord and the heirs, executors,
administrators and permitted successors and assigns of Tenant. No rights,
however shall inure to the benefit of any Transferee unless the provisions of
Sections 23 and 24 are complied with.
38. Time. Time is of the essence of this Lease. Any time period herein
specified of five (5) days or less shall mean business days; any period in
excess of five (5) days shall mean calendar days.
39. Notices. Any notice, consent or other instrument required or
permitted to be given under this Lease shall be in writing and shall be
delivered in person, or sent by certified mail, return receipt requested,
postage prepaid, or by Federal Express or similar overnight courier service,
addressed (a) if to Landlord, at the address set forth in the introductory
paragraph of this Lease; and (b) if to Tenant, at the Premises. Any such notice
or other instruments shall be deemed to have been given and received on the day
upon which personal delivery is made or, if mailed, then forty-eight (48) hours
following the date of mailing.
40. Cumulative Rights. The rights of Landlord under the foregoing shall
be cumulative, and failure on part of Landlord to exercise rights given
hereunder shall not operate to forfeit any of said rights.
41. Taxes and Assessments.
A) Landlord shall pay all real estate taxes and insurance relating to
XXXXXX XXXXXX. Tenant shall be liable for all insurance premiums and taxes
levied against personal property and trade fixtures placed by tenant in and
about demised premises, including but not limited to shelves, counters, vaults,
etc. If any such taxes are levied against Landlord or Landlord's property and
Landlord pays same or if assessed value of Landlord's property is increased by
inclusion thereof, tenant, upon demand, shall pay to Landlord the taxes
resulting from such increase in assessment. B) In the event real estate taxes
(and assessments) and insurance payable by Landlord with respect to land and
improvements comprising XXXXXX XXXXXX shall be increased at any time after
commencement of this lease, Tenant shall pay to Landlord as additional rent,
within ten (10) days after taxes or insurance become payable, an amount equal to
that proportion of the increase which is equal to the ratio of the amount of
gross square feet of building in XXXXXX XXXXXX to the gross square feet of
Tenant for such part of any given year as tenant is under lease (unless
attributal to property of tenant as set forth above, in which event, Tenant
shall pay entire increase).
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42. Estoppel Certificate. At any time and from time to time, upon not
less than ten (10) days prior notice by Landlord, the "Superior Lessor," or the
"Superior Mortgagee" (as both are herein after defined) to Tenant, Tenant shall
comply with, execute, acknowledge and deliver in writing addressed to such party
as designated by Landlord or the Superior Lessor or the Superior Mortgagee, as
the case may be (hereinafter collectively called the "Requesting Party"),
certifying to the following: (A) that this Lease is unmodified and in full force
and effect, or if there have been modifications, that the Lease is in full force
and effect, as modified, and stating the modifications; (B) whether the Term has
commenced and Minimum Rent, and Additional Rent have become payable hereunder
and, if so, the dates to which they have been paid; (C) whether or not Landlord
is in default in performance of any of the terms of this Lease, and if so,
specifying each such default of which the xxxxxx may have knowledge; (D) such
further information with respect to the Lease or the Premises as the Requesting
Party may reasonably request or require, it being intended that any such
statement delivered pursuant to this Section 42 may be relied upon by any
prospective purchaser of the Office Building or any part thereof or the interest
of Landlord in any part thereof, by any prospective Superior Mortgagee or any
prospective Superior Lessor, or by any prospective assignees of such parties.
The failure of Tenant to provide a complete statement in accordance with the
provisions of this Section 42 within the required ten (10) day period shall
constitute a default hereunder.
43. Assignment by Landlord. Landlord shall have the unrestricted right to
sell, lease, convey, encumber or otherwise dispose of the Office Building or any
part thereof and this Lease or any interest of the Landlord in this Lease. To
the extent that the purchaser, assignee or secured party from Landlord assumes
the obligations of Landlord under this Lease, Landlord shall thereupon and
without further agreement be released of all liability under this Lease.
44. Subordination: This lease is subject and subordinate to all present
or future mortgages or deed of trust affecting the demised premises.
45. Entirety. This agreement contains entire and only agreement between
the parties concerning the demised premises. No prior oral or written statements
or representations of any party hereto or any representation of a party hereto
not contained in this instrument shall have any force or affect. This lease can
be modified only IN WRITING, executed by Landlord and Tenant. This agreement
shall not be binding until executed by Landlord and Tenant.
46. Radon Gas. In compliance with Section 404.056, Florida Statutes,
Tenant is hereby made aware of the following: 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.
47. Conference Room: Use of the conference room is on a first come first
serve basis and will be limited to no more than 8 hours per month. Each Tenant
is responsible to maintain the conference room in a clean and neat fashion. The
Tenant will be charged if premises of conference room are left in a fashion that
makes it hard for the next Tenant to conduct their business in a clean
professional environment.
48. Tenant shall notify Landlord, in writing no later than 30 days prior
to the Lease expiration of its intentions to vacate the premises. If Tenant
fails to notify Landlord in writing as specified or vacates the premises prior
to the Lease expiration, Tenants security deposit will be forfeit.
When the Tenant gives proper notice to the Landlord of its intentions not
to renew their Lease, the Tenant must make arrangements to: vacate their
belongings from the demised premises, set up an appointment with management to
inspect the premises prior to the Lease expiration date. If any of the above is
not performed by the Tenant prior to the Lease expiration, the Tenant will still
be in possession of their demised premises. White the Tenant remains in
possession of the premises, even if only for a couple of days, the rent in full
will be due for the month in which the Tenant continues to possess the demised
premises.
49. The Tenant agrees not to nail, pin or tape any items onto the office
walls which have been wallpapered. The Tenant will be charged a minimum of
$100.00 if the wallpaper is damaged.
50. Smoking: In keeping up with the passing of Florida's Clean Air Act,
we ask that you do not smoke in your suite, the lobby, elevators, restrooms, or
any of the other common areas and to please go outside of the building to smoke.
Continued violation of this provision after written notice from the Landlord
shall constitute a default of this lease.
EXECUTED as of the day and year first above written.
WITNESS: LANDLORD: XXXXXX XXXXXX, L.C.
/s/ XXXXX X. XXXXXXXX BY: /s/ XXXXXX XXXXXX
------------------------------- -------------------------------------
Xxxxx X. Xxxxxxxx Xx. Xxxxxx Xxxxxx
Title: Managing Member
----------------------------------
Date: 2/17/00
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WITNESS: TENANT: Solutions America, Inc.
/s/ XXXXX X. XXXXXXXX BY: /s/ XXXXXXX XXXXXX
------------------------------- -------------------------------------
Xxxxx X. Xxxxxxxx Xxxxxxx Xxxxxx
Title: SENIOR VICE PRESIDENT
FINANCIAL SERVICES
----------------------------------
Date:
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EXHIBIT "A"
[FLOOR PLAN DIAGRAM]
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EXHIBIT "B"
LANDLORD IMPROVEMENTS
None.
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EXHIBIT "C"
TENANT IMPROVEMENTS
1.1 All phone and computer hook up, wiring and equipment. The Landlord will not
be responsible for the performance or workability of the Tenant's phone, fax or
computer equipment.
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