Business Lease
THIS AGREEMENT, entered into this day of June 1998 between XXXXXXXX
XXXXXX, hereinafter called the lessor, party of the first part, and DYNAMIC
IMAGING GROUP, INC. of the County of Broward and State of Florida hereinafter
called the lessee or tenant, party of the second part:
WITNESSETH, That the said lessor does this day lease unto said lessee,
and said lessee does hereby hire and take as tenant under said lessor both
stories in the two-story office building located at 0000 Xxxxx Xxxxx Xxxxxxxxx,
Xxxx Xxxxxxxxxx, Xxxxxxx 00000 to be used and occupied by the lessee as an
office building and for no other purposes or uses whatsoever, for the term of
three (3) years, beginning the 15th day of July 1998, and ending the 14th day of
July, 2001 at and for the agreed rental as provided in Paragraph of the Rider to
this Lease.
all payments to be made to the lessor on the first day of each and
every month in advance without demand at the office of Lessor, 0000 Xxxx Xxxx,
in the City of Xxxxxxxxx, XX 00000 or at such other place and to such other
person, as the lessor may from time to time designate in writing.
The following express stipulations and conditions are made a part of this
lease and are hereby assented to by the lessee:
FIRST: The lessee shall not assign this lease, nor sub-let the
premises, or any part thereof nor use the same or any part thereof, nor permit
the same, or any part thereof, to be used for any other purpose than as above
stipulated, nor make any alterations therein, and all additions thereto, without
the written consent of the lessor, and all additions, fixtures or improvements
which may be made by lessee, except movable office furniture, shall become the
property of the lessor and remain upon the premises as a part thereof, and be
surrendered with the premises at the termination of this lease.
SECOND: All personal property placed or moved in the premises above
described shall be at the risk of the lessee or owner thereof, and lessor shall
not be liable for any damage to said personal property, or to the lessee arising
from the bursting or leaking of water pipes, or from any act of negligence of
any co-tenant or occupants of the building or of any other person whomsoever.
THIRD: That the tenant___________shall promptly execute and comply with
all statutes, ordinances, rules, orders, regulations and requirements of the
Federal, State and City Government and of any and all their Departments and
Bureaus applicable to said premises, for the correction, prevention, and
abatement of nuisance forcibly or otherwise, and the lessee or other grievances,
in, upon or connected with said premises during said term; and shall also
promptly comply with and execute all rules, orders and regulations of the
Southeastern Underwriters Association for the prevention of fires, at its own
cost and expense.
FOURTH: In the event the premises shall be destroyed or so damaged or
injured by fire or other casualty during the life of this agreement the same
shall be rendered untenantable, then the lessor shall have the right to render
said premises tenantable by repairs within ninety days therefrom. If said
premises are not rendered tenantable within said time, it shall be optional with
either party hereto to cancel this lease, and in the event of such cancellation
the rent shall be paid only to the date of such fire or casualty. The
cancellation herein mentioned shall be evidenced in writing.
SIXTH: If the less hall abandon or vacate said premises before the- end
of the term of this lease, or shall suffer the rent to be in arrears, the
lessor may, at his option, forthwith cancel this lease or he may enter said
premises as the agent of the lessee, by force or otherwise, without being liable
in any way therefor, and relet the premises with or without any furniture that
may be therein, as the agent of the lessee, at such price and upon such terms
and for such duration of time as the lessor may determine, and receive the rent
therefor, applying the same to the payment of the rent due by these presents,
and if the full rental herein provided shall not be realized by lessor over and
above the expenses to lessor in such re-letting, the said lessee shall pay any
deficiency, and if more than the full rental is realized lessor will pay over to
said lessee the excess of demand.
SEVENTH: Lessee agrees to pay the cost of collection and ten per cent
attorney's fee on any part of said rental that may be collected by suit or by
attorney, after the same is past due.
EIGHTH: The lessee agrees that he will pay all charges for rent, gas,
electricity or other illumination, and for all water used on said premises, and
should said charges for rent, light or water herein provided for at any time
remain due and unpaid for the space of five days after the same shall have
become due, the lessor may at its option consider the said lessee tenant at
sufferance and immediately re-enter upon said premises and the entire rent for
the rental period then next ensuing shall at once be due and payable and may
forthwith be collected by distress or otherwise.
NINTH: The said lessee hereby pledges and assigns to the lessor all the
furniture, fixtures, goods and chattels of said lessee, which shall or may be
brought or put on said premises as security for the payment of the rent herein
reserved, and the lessee agrees that the said lien may be enforced by distress
foreclosure or otherwise at the election of the said lessor, and does hereby
agree to pay attorney's fees of ten percent of the amount so collected or found
to be due, together with all costs and charges therefore incurred or paid by the
lessor.
It being further understood and agreed that the lessee will not be
required to vacate said premises during the winter season: namely, November
first to May first, by reason of the above paragraph.
ELEVENTH: The lessor, or any of his agents, shall have the right to
enter said premises during all reasonable hours, to examine the same to make
such repairs, additions or alterations as may be deemed necessary for the
safety, comfort, or preservation thereof, or of said building, or to exhibit
said premises, and to put or keep upon the doors or window,% thereof a notice
"FOR RENT" at any time within' thirty (30) days before the expiration of this
lease. The right of entry shall likewise exist for the purpose of removing
placards, signs, fixtures, alterations, or additions, which do not conform to
this agreement, or to the rules and regulations of the building.
TWELFTH: Lessee hereby accepts the premises in the condition they are
in at the beginning of this lease and agrees to maintain said premises in the
same condition, order and repair as they are at the commencement of said term,
excepting only reasonable wear and tear arising from the use thereof under this
agreement, and to make good to said lessor immediately upon demand, any damage
to water apparatus, or electric lights or any fixture, appliances or
appurtenances of said premises, or of the building, caused by any act or neglect
of lessee, or of any person or persons in the employ or under the control of the
lessee.
THIRTEENTH: It is expressly agreed and understood by and between the
parties to this agreement, that the landlord shall not be liable for any damage
or injury by water, which may be sustained by the said tenant or other person or
for any other damage or injury resulting from the carelessness, negligence, or
improper conduct on the part of any other tenant or agents, or employees, or by
reason of the breakage, leakage, or obstruction of the water, sewer or soil
pipes, or other leakage in or about the said building.
FOURTEENTH: If the lessee shall become insolvent or if bankruptcy
proceedings shall be begun by or against the lessee, before the end of said term
the lessor is hereby irrevocably authorized at its option, to forthwith cancel
this lease, as for a default. Lessor may elect to accept rent from such
receiver, trustee, or other Judicial officer during the term of their occupancy
in their fiduciary capacity without effecting lessor's rights as contained in
this contract, but no receiver, trustee or other judicial officer shall ever
have any eight, title or interest in or to the above described property by
virtue of this contract.
FIFTEENTH: Lessee hereby waives and renounces for himself and family any
and all homestead and exemption rights he may have now, or hereafter, under or
by virtue of the constitution and laws of the State of Florida, or of any other
State, or of the United States, as against the payment of said rental or any
portion hereof, or any other obligation or damage that may accrue under the
terms of this agreement.
SIXTEENTH: This contract shall bind the lessor and its assigns or
successors, and the heirs, assigns, administrators, legal representatives,
executors or successors as the case may be, of the lessee.
SEVENTEENTH: It Is understood and agreed between the parties hereto
that time is of the essence of this contract and this applies to all terms and
conditions contained herein.
EIGHTEENTH: It Is understood and agreed between the parties hereto that
written notice mailed or delivered to the premises leased hereunder shall
constitute sufficient notice to the lessee and written notice mailed or
delivered to the office of the lessor shall constitute sufficient notice to the
Lessor, to comply with the terms of this contract.
NINETEENTH: The rights of the lessor under the foregoing shall be
cumulative, and failure on the part of the lessor to exercise promptly any
rights given hereunder shall not operate to forfeit an of the said rights.
TWENTIETH: It is further understood and agreed between the parties
hereto that any charges against the lessee by the lessor for services or for
work done on the premises by order of the lessee or otherwise accruing under
this contract shall be considered as rent due and shall be included in any lien
for rent due and unpaid.
TWENTY-FIRST: It is hereby understood and agreed that any signs or
advertising to be used, including awnings, in connection with the premises
leased hereunder shall be first submitted to the lessor for approval before
installation of same.
SEE RIDER ATTACHED HERETO AND MADE A PART HEREOF.
Lessee: Dynamic Imaging Group, Inc. 0000 Xxxxx
Xxxxx Xxxxxxxxx Xxxx Xxxxxxxxxx, XX 00000
Telephone: 000-000-0000
Telefax: 000-000-0000
DATED this ________________ day of _______________________________, 1998.
LESSOR:
----------------------------- (SEAL)
XXXXXXXX XXXXXX
LESSEE:
DYNAMIC IMAGING GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------
Title: President
--------------------------
Authorized Signatory
IN WITNESS WHEREOF, the parties hereto have hereunto executed this
instrument for the purpose hereto expressed, the day, and year above written.
Signed, sealed and delivered in the presence of:
/s/ (illegible) /s/ Xxxxxxxx Xxxxxx
---------------------------------- -----------------------------(Seal)
XXXXXXXX XXXXXX
---------------------------------- -----------------------------(Seal)
As to Lessor Lessor
/s/ (illegible) DYNAMIC IMAGING GROUP, INC
---------------------------------- -----------------------------(Seal)
By: /s/ Xxxxxx Xxxxxx, President
---------------------------------- -----------------------------(Seal)
As to Lessor Lessor
STATE OF FLORIDA,
}
County of ________________________________}
Before me, a Notary Public in and for said State and County, personally
came
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to me well known and known to be the person___ named in the foregoing lease, and
acknowledged that ________________ executed the same for the purpose therein
expressed.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the ___________________ day of __________________, 19___.
_________________________________________
My commission expires__________ _________________________________________
Notary Public, State of Florida at Large.
RIDER TO BUSINESS LEASE BETWEEN XXXXXXXX XXXXXX, AS THE
LESSOR, AND DYNAMIC IMAGING GROUP, INC., AS THE LESSEE, FOR
THE PREMISES LOCATED AT 0000 XXXXX XXXXX XXXXXXXXX, XXXX
XXXXXXXXXX, XXXXXXX 00000
*******************************************************
The Lessor and the Lessee agree that the following terms and conditions
shall control over any contrary provision of the Business Lease dated July 15,
1998 to which this Rider is attached:
1. Rent.
(a) The monthly fixed rent, subject to adjustment as provided
in subparagraph (b) below, shall be Three Thousand Three Hundred ($3,300.00)
Dollars per month, plus sales tax, payable in advance. For the period from July
15, 1998 to July 31, 1998, the Lessee shall pay One Thousand Six Hundred Fifty
($1,650.00) Dollars, plus sales tax, representing one-half (1/2) month's rent.
Thereafter, the monthly fixed rent as provided herein shall be due on the 1st
day of each month for the entire term hereof beginning on August 1, 1998. If
this Lease runs for its full term, then notwithstanding the foregoing provisions
regarding monthly rent due on the 1st of each month, the rent due for the period
from July 1, 2001 through July 14, 2001 shall be One Thousand Six Hundred Fifty
($1,650.00) Dollars, plus CPI increase as provided in paragraph (b) below, plus
sales tax.
(b) Beginning fifteen (15) days after the beginning of the
second year of the term of this Lease (August 1, 1999) and continuing through
the initial term, and thereafter through each renewal year if the Lessee
exercises the option to extend the term of this Lease as provided in paragraph 2
of this Rider, the monthly fixed rent shall be based upon an increase as
determined in accordance with the provisions set forth below:
(i) The parties agree that for the purposes of this
Lease the adjustments to the monthly fixed rent based upon an increase in the
cost of living shall be based upon an increase in the cost of living as
determined for the month of May, 1998 so as to provide the Lessor with adequate
time in which to calculate any increases for the second and subsequent years of
the term of this
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Lease which begin on August lst. As promptly as practical after May 31st of the
initial and each subsequent year of the term of this Lease, the Lessor shall
compute any increase in the cost of living based upon the revised Consumers
Price Index ("CPI") published by the Bureau of Labor Statistics of the United
States Department of Labor.
(ii) In each year in which the CPI for the month of
May shows an increase over the CPI for the month of May, 1998, the Lessee shall
pay to the Lessor such a percentage increase in the fixed rent as is
proportional to the rise in the CPI from its level for May, 1998 to its level
for May in the current year. Each increase shall not be less than three (3%)
percent in any one year and shall not exceed five (5%) percent in any one year.
(iii) The Lessor shall give the Lessee notice of any
such increase within a reasonable time after obtaining the necessary data for
computation. Thereafter, the rent adjustment shall be effective with the payment
due on the following August 1st. For example, if the CPI for the month of May,
1999 shows a five (5%) percent increase over the CPI for the month of May, 1998,
then the adjusted rent based upon said increase shall be paid beginning with the
rent due on August 1, 1999. Thereafter, on each succeeding August lst, the rent
shall be increased based upon the CPI increase, if any, during the preceding one
year period from may to May.
(iv) If, at the time required for the determination
of any increase in rent, the CPI is no longer published or issued, the parties
shall each use such similar index as then generally recognized and accepted for
similar determinations of purchasing power.
2. Term; Option to Renew.
(a) The initial term of this Lease shall be for three (3)
years, beginning July 15, 1998 and continuing until July 14, 2001, unless
earlier terminated as provided in paragraph 3 below.
(b) The Lessor hereby grants to the Lessee the option to renew
and extend the original term for an additional term of three
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(3) years after the expiration of the present Lease term, provided that the
Lease is then in good standing. The Lessee shall exercise this option to renew
the Lease by giving at least three (3) month's prior written notice to the
Lessor by registered or certified mail, addressed to the Lessor at the place
where the rent is then being paid; provided, however, that all the terms,
covenants and conditions of this Lease shall remain the same except that rent
shall be based upon increases in the CPI over what that index was on May 1,
1998, subject to the limitations otherwise set forth in paragraph l(b) above.
Rent during the extended term shall be paid in equal monthly installments on the
1st of each and every month as previously provided in this Lease except with
regard to the last two weeks of the Lease in which only one-half (1/2) of the
fixed monthly rent for the preceding month shall be due and payable, plus sales
tax.
3. Lessor's Right to Terminate. If, at any time during the term of this
Lease (as extended, if applicable), the Lessor enters into a bona fide contract
to sell the demised premises to a third party, then the Lessor shall have the
option to terminate this Lease by giving at least sixty (60) days prior written
notice to the Lessee by registered or certified mail, addressed to the demised
premises. Immediately upon receipt of said notice, the Lessee shall begin the
process of vacating the demised premises. If the Lessee decides to relocate its
business to another location and such relocation cannot be accomplished within
said sixty (60) day period, then the Lessor grants the Lessee an additional
thirty (30) days in which to vacate the demised premises provided the Lessee is
diligently pursuing relocation. After receipt of the notice herein provided, the
parties agree that the fixed monthly Lease payments shall permanently; provided,
however, that the Lessee shall still be responsible for the payment of all
utilities and to otherwise keep the premises fully insured as hereinafter
provided.
4. Security Deposit. The security deposit required under this Lease
shall be Three Thousand ($3,000.00) Dollars, of which
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sum the Lessor acknowledges receipt of One Thousand Five Hundred ($1,500.00)
Dollars. On or before September 15, 1998, the Lessee shall post with the Lessor
an additional deposit of one Thousand Five Hundred ($1,500.00) Dollars. The
security deposit shall be held by the Lessor to secure the full and faithful
performance by the Lessee of all of the terms, covenants and conditions of this
Lease. Upon the termination of this Lease and the Lessee delivering possession
of the demised premises in the same condition as originally rented, less
customary wear and tear, and all trash or garbage being removed from the demised
premises, the Lessor will refund to the Lessee the entire security deposit less
any funds which the Lessor may have expended to cure any default by the Lessee
herein, including nonpayment of rent. The security deposit may be commingled by
the Lessee with other funds of the Lessor and the security deposit will not bear
interest.
5. Liability Insurance.
(a) The Lessee shall, at its expense, during the entire term
and extended term hereof, carry and maintain public liability insurance,
commonly known as owner, landlord and tenant insurance, with respect to the
demised premises having coverage limits of not less than $500,000. The Lessee
shall also carry and maintain plate glass insurance in an amount sufficient to
replace the plate glass located on the demised premises. The Lessor will be
named as an additional named insured and loss payee under all insurances
required under this paragraph. Furthermore, all of such policies shall be
written on reliance insurance companies authorized to do business in the State
of Florida by the Florida Department of Insurance. The Lessee will provide proof
of insurance coverage to the Lessor upon each renewal of the Lessee's insurance
policies. All policies shall be noncancellable as to the Lessor without at least
thirty (30) days written notice of cancellation.
(b) If the Lessee extends the term of this Lease for an
additional three (3) year period as provided in paragraph 2 below, then the
Lessee agrees to increase the coverage limits of such liability insurance to
$1,000,000.
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(c) The Lessee shall, at its option, secure contents coverage
for its personal property located upon the demised premises. The Lessor shall
not be responsible for any damage to the Lessee's personal property located upon
the demised premises.
(d) The Lessor shall, at her option, secure fire, hazard and
windstorm insurance protecting the demised premises.
6. Use of Demised Premises. The Lessee agrees that the demised
premises shall be used only as an office building in which the Lessee may
display products that are manufactured at another location. No manufacturing
will be conducted on the demised premises. Furthermore, the Lessee agrees that
no hazardous substances will be used or stored on the demised premises. The
Lessee agrees to strictly comply with all environmental regulations regarding
the use, storage and disposal of hazardous substances. The Lessee agrees to
fully indemnify, hold harmless and defend the Lessor against any and all adverse
environmental conditions which the Lessee may create, cause to be created or
allow to be created on the demised premises during the term of this Lease and
any renewal hereof.
7. Utilities. The Lessee shall pay for all utilities which it uses in
connection with its occupancy of the demised premises, including electric,
telephone, water, refuse and garbage collection and burglar alarm service. The
Lessee's obligation to pay for such utilities shall begin on July 1, 1998.
Accordingly, the Lessee shall take such steps as are necessary to contact all
utility providers to set up appropriate accounts in the name of the Lessee with
such utility providers and to pay for same.
8. Repairs.
(a) Except as provided in subparagraphs (b) and (c) below, the
Lessee shall be responsible for all maintenance, repairs, service or replacement
to any part or component of the improvement upon the demised premises caused by
the negligence of the Lessee or any of its employees, customers, or anyone else
claiming by, through or under the Lessee and for any other repairs
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not caused by the negligence of the Lessee having a cost of repair of One
Hundred ($100.00) Dollars or less.
(b) The Lessor shall be responsible for all structural repairs
or replacements, including repair and replacement of such structural components
as the roof, the air conditioning system and all internal structural
improvements (including plumbing and electric wiring) which have a cost of
repair in excess of One Hundred ($100.00) Dollars.
(c) The Lessor may (but shall not be required to) maintain a
service contract for the air conditioning system in which event any and all
repairs to the air conditioning system will be made by the Lessor's service
provider under the service contract.
(d) The Lessee may (but shall not be required to) provide
exterminating service to the demised premises. If the Lessor provides such
service, the Lessee agrees to make the demised premises accessible to the
exterminating technician.
9. Lessor's Improvements. The Lessor agrees to make the following
improvements to the demised premises:
(a) On or before July 15, 1998, the Lessee shall replace the
carpet on the first floor with commercial grade carpet acceptable to the Lessor
after consulating with the Lessee. Furthermore, the Lessor shall cause the
damaged tile in the first floor reception area to be repaired, replaced or
carpeted-over. All of these improvements shall be at the Lessee's expense.
(b) On or before July 15, 1999, the Lessor shall carpet the
stairway and the second floor of the demised premises with commercial grade
carpet acceptable to the Lessor after consultation with the Lessee.
10. Lessee's Alterations.
(a) The Lessee shall not make any structural alterations to
the demised premises without the Lessor's express written consent.
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(b) The Lessee may make non-structural alterations to the
demised premises after consultation with the Lessor and issuance of any required
building permits.
(c) If any mechanic's laborer's or materialman's lien shall at
any time be filed against the demised premises or any part thereof, then within
ten (10) days after the filing thereof, the Lessee shall cause same to be
discharged of record or transferred to a substitute security. A breach of the
provisions of this paragraph shall be considered a material default under this
lease.
(d) The Lessee shall have no power to do any act or make any
contract which would create or be the foundation of any lien, mortgage or other
encumbrance upon the interest of the Lessor in the demised premises.
11. Downstairs Storage. The Lessor and the Lessee agree that the Lessor
may continue to store certain items of her personal property in the downstairs
storage area in which those items are presently stored. The Lessor will
cooperate with the Lessee in arranging the storage of such items of personal
property so as to allow the Lessee to also utilize that space for the storage of
cleaning supplies and personal property of the Lessee.
12. Furniture Removal. The Lessor agrees to remove certain furniture
which the Lessee has deemed to be obsolete. The Lessee will cooperate with such
person or charity as the Lessor may designate to remove the furniture.
13. Notices. Any notice required under this Lease shall be given in
writing, by registered or certified mail, or by telefax as follows:
Lessor: Xx. Xxxxxxxx Xxxxxx
0000 Xxxx Xxxx
Xxxxxxxxx, Xxxxxxx 00000
Telephone: 000-000-0000
With a copy to: Xxxxx X. Xxxxxxx, Esq.
Xxxxxxx Xxxx Xxxxx & Xxxxx
X.X. Xxx 0000
Xxxxxxxxx, XX 00000
Telephone: 000-000-0000
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