Exhibit 10.5
LEASE AGREEMENT
PARTIES:
This Lease is made and executed on December 19. 2001, by and between Xxxxxxxx &
Xxxxx Xxxxxxx, hereinafter referred to as the Landlord, and Choice Sanitation
hereinafter referred to as the Tenant.
PREMISES
The Landlord hereby demises and leases unto the Tenant, and the Tenant hereby
hires and take from the Landlord for the term and upon the rentals hereinafter
specified, the premises described as follows: The demised premises, situated in
the MRI Executive Center located at 000 XX Xxxx Xx. Xxxxx Xxxx., in the County
of St. Lucie and State of Florida.
The term "common facilities" as used herein shall he construed to include those
facilities within the office center for the non-exclusive use of Tenant in
common with other authorized users, and shall include, but not be limited to,
sidewalks, parking area, planting areas and the structure advertising the common
name given to the office center.
TERM
The term of this demise shall be for one (1) year, beginning February 1, 2002
and ending January 31, 2003 with an option to renew this Lease for a period of
2 years with a rent increase of $275 (for a total of $625) plus the CPI as of
1/1/03 and 90 days written advanced notice.
RENT AND RELATED CHARGES:
The said rent, is to be payable monthly in advance on the 1st day of each
calendar month for the term hereof, as follows:
Basic Rent - The Tenant shall pay the Landlord a monthly rate of Three Hundred
Fifty Dollars and 00/100 ($350.00 ) through January 31, 2003. Should tenant
exercise his option to renew this lease as per the terms of this agreement,
beginning February 1, 2003 and annually thereafter, until expiration of the
lease. Tenant shall be responsible for CPI increases not to exceed 5% per
annum, the base year of which is the Twelve (12) calendar months of January -
December 2002 . The CPI increase will be the average overall CPI as published
in the "Wall Street Journal" on or about January 2 of each year.
$ 350.00 First Months Rent
$ -0- Last Months Rent
$ 350.00 Security Deposit -per section 16
$ 22.75 Sales Tax
$ 772.75 Total Initial Payment Upon Signing of Lease
$ 22.75 Additions to Monthly Rent
Payments will be made at the offices of Management Recruiters. 000 XX Xxxx
Xx. Lucie Blvd.. Port St. Lucie, FL 34984 or such place as Landlord may,
from time to time, designate in writing.
This lease and the rental payments required hereunder shall commence on the
first day of the month following the signing of this Lease. There shall be a
five (5) day grace period on each monthly payment, afler which a 5% late
charge shall be added to that monthly payment.
THE ABOVE LETTING IS UPON THE FOLLOWING CONDITIONS:
1. PEACEFUL POSSESSION:
The Landlord covenants that the Tenant on paying (the said
rental and performing the covenants and conditions in this Lease contained,
shall and may peaceably and quietly have, hold and enjoy the demised premises
/or the term aforesaid
2. DEFAULT 1N PAYMENT OF RENT AND/OR ABANDONMENT OF PREMISES:
A. The Tenant shall, without any previous demand therefor, pay to the
Landlord, or its agent, the said rent at the times and in the manner above
provided. In the event of the non-payment of said rent, or any installment
thereof, at the times and in the manner above provided, and if the same shall
remain in default for ten (10) days after becoming due, or if the Tenant shall
be dispossessed for non-payment of rent, if the leased premises shall be
deserted or vacated, the Landlord or its agents shall have the right to and may
enter the said premises as the agent of the Tenant, either by force or
otherwise. without being liable for any prosecution or damages therefor. At this
time, (he Landlord may declare the Tenant in default of this Lease. Upon
default. Tenant shall he obligated to pay the full amount of all unpaid rent due
for the full term of this Lease. Landlord shall be under no obligation to
provide any further notice to Tenant of the acceleration of all rents.
In the event of a default, the Tenant shall be obligated to
pay the Landlord's costs of collection and reasonable attorney fees, including
trial and appeal, if necessary.
B. Reletting by Landlord: Should Tenant default in the rent
payment or if premises are deserted or vacated, the Landlord may relet the
premises as the agent of the Tenant, and receive the rent therefor, upon such
terms as shall be satisfactory to the landlord, and all rights of the Tenant
to repossess the premises under this lease shall be forfeited. Such re-entry
by the Landlord shall not operate to release the Tenant from any rent to be
paid or covenants to be performed hereunder during the full term of this
lease.
C. Tenant Liable for Deficiency: For the purpose of reletting, the Landlord
shall be authorized to make such repairs or alterations in or to the leased
premises as may be necessary lo place the same in good order and condition. The
Tenant shall be liable to the Landlord for the cost of such repairs or
alterations and all expenses of such reletting. If the sum realized or to be
realized from the reletting is insufficient to satisfy the monthly or term rent
provided in this lease, the Landlord, at its option, may require the Tenant to
pay such deficiency month by month, or may hold the Tenant in advance for the
entire deficiency to be realized during the term of the reletting. The Tenant
shall not be entitled to any surplus accruing as a result of the reletting.
X. Xxxx of Landlord to Secure: The Landlord is hereby granted a lien, in
addition to any statutory lien or right to distrain that may exist, on all
personal property of the Tenant in or upon the demised premises, to secure
payment of the rent and performance of the covenants and conditions of this
lease. The Landlord shall have the right, as agent of the Tenant, to take
possession of any furniture, fixtures or other personal property of the Tenant
found in or about the premises, and sell the same at public or private sale and
to apply the proceeds thereof to the payment of any monies becoming due under
this lease, the Tenant hereby waiving the benefit of all laws exempting properly
from execution, levy and sale on distress or judgment.
E. Expenses of Enforcement: The Tenant agrees to pay all attorney's fees
and expenses incurred by the Landlord in enforcing any of the obligations under
this lease.
3. USE OF PREMISES:
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A. Purposes: The Tenant covenants and agrees to use the demised premises as
executive offices and agrees not to use or permit the premises to be used for
any other purpose without the prior written consent of the Landlord endorsed
hereon.
B. Business Name: The name of Tenant's business will be Choice Sanitation and
will remain so and shall not be changed except with the written consent of
Landlord, which consent shall not be withheld unreasonably, providing that, in
allowing changes, Lessee will be solely responsible for any costs of changing
the name as it is featured in any signs of the office center.
C. Public Auctions: No public sale or auction by Tenant or others shall be made
in or from the demised premises.
D. Condition of Premises, Repairs: The Tenant has examined the demised premises
and accepts them in their present condition (except as otherwise expressly
provided herein) and without any representations on the part of the Landlord or
its agents as to the present or future condition of the said premises. The
Tenant shall keep the demised premises in good condition and shall he
responsible for the redecorating, painting renovating and exterminating the said
premises as may be necessary to keep them in repair and good appearance. The
Tenant shall quit and surrender the premises at the end of the demised term in
as good condition as the reasonable use thereof will permit. The Tenant shall
not make any structural changes, alterations, additions, or improvements to said
premises without the prior written consent of the Landlord. All erections,
alterations, additions and improvements, whether temporary or permanent in
character, which may be made upon the premises either by the Landlord or the
Tenant, except furniture or movable trade fixtures installed at the expense of
the Tenant, shall be the property of the Landlord and shall remain upon and be
surrendered with the premises as a part thereof at the termination of this
Lease, without compensation to the Tenant. The Tenant further agrees to keep
said premises and all parts thereof in a clean and sanitary condition and free
from trash and other objectionable matter. The Tenant further agrees to keep the
sidewalks in front of said premises clean and free of obstructions.
E. Storage of Inflammable Materials: Tenant shall not keep or permit to be kept
at, in, or about the demised premises any gasoline, distillate or other
petroleum product, or any other substance or material of an explosive or
inflammable nature in such quantities as may endanger any part of the demised
premises.
F. Garbage Disposal: Tenant shall not burn or incinerate any rubbish, garbage or
debris at, in, or about the demised premises, and shall cause all containers,
rubbish, garbage and debris accumulated therein to be stored within the demised
premises , to be hauled away therefrom for disposal prior to the accumulation of
any substantial quantity.
G. Public Regulations: In the conduct of its business in and about the demised
premises. Tenant shall observe and comply with all laws, ordinances and
regulations of public authorities.
4. SUB-LETTING AND ASSIGNMENT: The Tenant shall not sublet the
demised premises nor any portion thereof, nor shall this lease be assigned by
the Tenant without the prior written consent of the Landlord endorsed herein.
The Landlord shall have the sole right to determine whether to allow such a
sublease or assignment.
5. INSURANCE:
A. Insurance Companies: All policies of insurance are to be kept and maintained
in force by the respective parties hereto and shall he obtained from good and
solvent insurance companies authorized to do business in the State of Florida.
B. Tenant to Obtain Liability Insurance: Lessee shall, at its own expense, at
all times during the term of this Lease maintain in force a policy or policies
of insurance written by one or more responsible companies satisfactory to the
Landlord, which will insure Landlord from and against all claims for bodily
injury, including death and personal injury (and with the employee exclusion
deleted as to all such claims for personal injury) and claims for property
damage occurring upon the premises due to the acts, omissions or negligence of
the Tenant or its employees, independent contractors, architects and engineers,
such insurance having bodily injury and property damage combined limits of
liability of not less than TWO HUNDRED FIFTY THOUSAND Dollars (S250,.000.00) for
any one person killed or injured. ONE MILLON Dollars ($1,000,000.00) for any one
accident and TWO HUNDRED FIFTY THOUSAND Dollars (S250.000.00) for property
damage, which coverage may be provided by supplementing the comprehensive
general liability policy with an umbrella liability policy. The policy of
insurance required by this section shall include contractual liability insurance
and nonowned liability insurance.
C. Plate Glass Insurance: Tenant agrees to replace at the Tenant's expense any
and all glass which may become broken in and on the demised premises. Plate
glass and mirrors, if any, shall be insured by the Tenant at their full
insurable value in a company satisfactory to the Landlord.
D. Workmen's Compensation Insurance: Tenant shall maintain and
keep in force all employees' compensation insurance required under the laws of
the State of Florida, and such other insurance as may be necessary to protect
Landlord against any other liability to persons or properly arising hereunder
by operation of law, whether such law is now in force or is adopted subsequent
to the execution hereof, with limits of liability not less than ONE MILLION
Dollars (S 1,000,000.00) which coverage may be provided by supplementing the
Workers Compensation policy with an Umbrella Liability policy.
E. Fire & Miscellaneous Insurance: Tenant shall maintain in force, at all times
during the term of this Lease, on all fixtures and equipment in the demised
premise, a policy or policies of fire insurance in a company satisfactory to the
Landlord to the extent of one hundred percent (100%) of the insurable
replacement value thereof, the proceeds of which will, so long as this Lease is
in effect, be used for the repair or replacement of the property, so insured.
Such policies shall name Landlord as a beneficiary thereof. Tenant shall also
maintain in force, at all times during the term of this Lease, a policy or
policies of fire insurance to the extent of one hundred percent (100%) of the
insurable value of the demised premises. If permitted without additional charge,
landlord shall cause to be endorsed on its fire insurance, and on any extended
coverage policy or policies the waiver of right of subrogation.
Tenant shall also maintain in force, at all times during the term of this Lease,
insurance covering all Tenant improvements and betterment to the building to the
extent of one hundred percent (100%) of the insurable value of the same against
all casualties including classification of fire and extended coverage, vandalism
and malicious mischief and including sprinkler leakage.
F. Tenant's Waiver of Casualty Insurance Proceeds: In the event the demised
premises shall be damaged or destroyed by fire. or other casualty so insured
against, Tenant shall claim no interest in any insurance settlement arising out
of any such loss where premiums are paid by Landlord, or where Landlord is named
as the sole beneficiary, and shall execute any and all documents required by
Landlord or the insurance company or companies that may he necessary for use in
connection with settlement of any such loss. If the building is so substantially
damaged that it is reasonably necessary to demolish such building for the
purpose of reconstruction, Landlord may demolish the same in which event the
rent and other charges shall be abated as if the Premises were rendered
untenable by a casualty. In no event shall Landlord be liable for interruption
to business of Tenant or for damage to or replacement or repair of Tenant's
personal property including but not limited to inventory, trade fixtures,
furniture and other property removable by Tenant under the provisions of this
Lease.
G. Tenant's Failure to Insure: Should Tenant fail to keep in effect and pay for
such insurance as it is in this Section required to maintain, Landlord may do
so, in which event the insurance premiums paid by Landlord shall become due and
payable forthwith and failure of Lessee to pay same on demand shall constitute a
breach of this Lease.
H. Such other insurance or in such higher amounts as may be reasonably required
or determined by Landlord from lime to time.
Except with respect to the insurance in subparagraph D above, such higher
amounts as may be reasonably required or determined by Landlord from time to
time.
Except with respect to the insurance in subparagraph D above, such insurance
shall name Landlord as additional named insured for the full amount of the
insurance herein required.
I. All policies in this section shall be of the full premium type and copies
shall be deposited with the Landlord or its agent throughout the term of this
Lease not less than fifteen (15) days prior to the expiration date of the
policies to be furnished hereunder.
6. LIABILTY OF LANDLORD:
The Landlord shall not be responsible for the loss of or
damage to property, or injury to persons, occurring in or about the demised
premises, by reason of any existing or future condition, defect, matter or thing
in said demised premises or the property of which the premises are apart, or for
the acts, omissions or negligence of other persons or tenants in and about the
said property. The Tenant agrees to indemnify and save the Landlord harmless
from all claims, actions damages, expenses and liability for losses of or damage
to property, or injuries to persons occurring in or about the demised premises
arising from or out of the occupancy or use by Tenant of the premises or any
part thereof or any other part of Landlords property, occasioned wholly or in
part or omission of the Tenant, its officers, agents, contractors or employees.
7. COMMON AREAS:
A. Use By Tenant - Maintenance: Tenant and its employees and invitees are,
except as otherwise specifically provided in this Lease, authorized, empowered
and privileged during the Term to use the Common Areas for their respective
intended purposes in common with other persons. Landlord agrees to maintain the
Common Areas in good order, condition and repair, including adequate lighting,
painting, drainage, supervision and the like. Tenant agrees to respect the
common area and not put trash in any areas other than designated trash
receptacles.
B. Common Areas Defined: "Common Areas" means all areas,
facilities and improvements provided in the office center from time to time for
the convenience and use of employees and invitees of the office center, and
shall include but not be limited to the parking areas and facilities, sidewalks,
landscaped areas and lighting facilities.
C. Changes Bv Landlord: Tenant agrees that Landlord shall, at all limes, have
the right and privilege of determining the nature and extent of the Common
Areas, and of making such changes, rearrangements, additions or reductions
therein and thereto from time to time which in its opinion are desirable and for
the best interests of the office center tenants, or which are as a result of any
federal, state or local environmental protection or other law, rule, regulation,
guideline or order. Landlord may from time to time make alterations, reductions
or additions to the Common Area or building or any lands added thereto,
construct additional buildings or improvements on the Common Areas or elsewhere
and make alterations thereto.
D. Rules and Regulations: Tenant agrees that Landlord may establish and from
time to time change, alter and amend, and enforce against Tenant, such
reasonable rules and regulations as Landlord may deem necessary or advisable for
the proper and efficient use, operation and maintenance of the Common Area,
provided that all such rules and regulations affecting Tenant and its invitees
and employees shall apply equitably and without discrimination to all tenants of
Landlord's Building.
E. Landlord's Control: Landlord shall at all times during the Term have the sole
and exclusive control, management and direction of the Connmon Areas, and may at
any time and from lime lo time during the Term exclude and restrain any person
from use or occupancy thereof, excepting, however, Tenant and other tenants of
Landlord and bona fide invitees of either who make use of the said areas in
accordance with the rules and regulations established by Landlord from time to
time with respect thereto. The rights of Tenant in and to the Common Areas shall
at all times be subject to the rights of others to use the same in common with
Tenant. Landlord may at any time and from time to time close all or any portion
of the Common Areas to make repairs or changes and, to the extent necessary in
the opinion of Landlord, to prevent a dedication thereof or the accrual of any
rights to any person or to the public therein. Landlord may close temporarily
any or all portions of the Common Areas to discourage non-client parking and
use, and to do and perform such other acts in and to the Common Areas as, in the
exercise of good business judgment, Landlords shall determine to be advisable
with a view to the improvement of the convenience and use thereof by employees
and tenants, their employees and invitees.
F. Parking Area: Tenant and all those having business with it will, in common
with the other tenants and their clients and others having business with them,
have the right to use and enjoy the parking area for its intended purposes,
except that no trucks belonging to Tenant, to suppliers of Tenant, or to
delivery agents of Tenant shall remain within the parking area for any extended
period of time and there is no overnight parking permitted. Landlord reserves
the right to rearrange or relocate the parking area without diminishing the use
of such areas of the parking ratio.
G. Governing Regulations: Tenant will comply and cause its employees and agents
to comply with all rules and regulations adopted by Landlord in connection with
the use of the parking area and common facilities, and with all supplements
hereto and amendments thereof which Landlord may hereafter adopt. All such rules
and regulations shall pertain to the safety, care, use and cleanliness of the
parking area and common facilities and the preservation of good order therein
and thereon. No rules or regulations now in effect or hereafter adopted shall be
inconsistent with any provisions of this Lease or unreasonably interfere with
Tenant's use and enjoyment of the demised premises. All rules and regulations
and supplements thereto and amendments thereof which Landlord\may adopt shall be
in writing and a copy thereof shall be delivered to Tenant.
H. Common Area Costs:
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(i) Costs are borne by Landlord and includes:
(a) operating, maintaining, repairing, replacing,
lighting (including without limitation the cost
of the electricity therefor), cleaning, painting
and striping of, and removing debris from, the
Common Areas; compacting and removing garbage and
trash from the Office Center, maintaining,
repairing and replacing in the Common Areas,
ducts, conduits and similar items, fire
protection systems, sprinkler systems, utility,
sprinkler and storm and sanitary drainage systems
and other utility systems;
(b) exterior planting, replanting and replacing
flowers, shrubbery, plants, trees and other
landscaping, and all water used to irrigate
flowers, shrubbery, plants, trees and other
landscaping located on the Common Areas;
(c) repair and maintenance of the parking lot,
including pest control of such areas and the
cost of termite protection for the entire
Office Center.
(d) real estate taxes per section 17.
(ii) Landlord may cause any or all maintenance services for
the Common Areas to be provided by an independent contractor or contractors or
other parties.
(iii) If Landlord from time to time makes available additional land not
presently part of the Office Center for parking or other Common Area purposes,
then "Common Area Costs" shall also include all expenses incurred by Landlord in
connection with the operating, maintenance and repair of the Common Areas on
said additional land.
8. UTILITIES:
A. Water. Sanitary Sewer and Electric Service: Tenant shall pay for all
utilities used within the demised premises and make such deposits to assure
service as may be required by the regulated utility providing the same.
B. Telephone and Gas: All charges for telephone and gas (if any) service to the
demised premises shall be billed by the utility company providing the same
directly to Tenant. Tenant shall pay all such charges as and when they become
due and payable.
The Landlord shall not be liable for any interruption or delay in any of the
above services for any reason.
9. DEFECTS, DEFECTIVE CONDITION,WIND, ACTS OF THIRD PERSON:
A. Landlord's Liability: Landlord shall not be liable to
Tenant for any damage or injury to Tenant or Tenant's property occasioned by any
defect of plumbing, heating, air cooling, air conditioning equipment and
electrical wiring, or insulation thereof, or from broken steps, or from the
backing up of any sewer pipe, or from the bursting, leaking, or running of any
sink. tub, in, on, or about the demised premises, or for any such damage or
injury occasioned by water from being on or coming through the roof, stairs,
walks, or any other place on or near the demised premises unless landlord
neglects or fails to make necessary repairs required of it to be made under the
terms of this Lease after receipt of written notice thereof from Tenant, or for
any such damage or injury done or occasioned by the falling of any fixture,
plaster or stucco, or for any such damage or injury caused by wind, or by the
act, omission or negligence of CO-tenants or of other persons, occupants of the
same building or of adjacent buildings or contiguous property.
B. Waiver of Claims Against Landlord: All claims against
landlord for any damage or injury as provided in Paragrah A of this Section,
are hereby expressly waived by Tenant, except those claims occasioned by
Landlord's neglect or failure to make repairs for which Landlord is
responsible under this Lease, after due written notice thereof by Tenant.
10. RIGHT TO INSPECT AND EXHIBIT:
The Landlord, or its agents, shall have the right to enter the
demised premises at reasonable hours in the day or night to examine the same,
or to run telephone or other wires, or to make such repairs, additions or
alterations as it shall deem necessary for the safety, preservation or
restoration of the improvements, or for the safety or convenience of the
occupants or users thereof (there being no obligation, however, on the part of
the Landlord to make any such repairs, additions or alterations), or to
exhibit the same to prospective purchasers and put upon the premises a
suitable "For Sale" sign. For three months prior to the expiration of the
demised term, the Landlord, or its agents, may similarly exhibit the premises
to prospective tenants, and may place the usual "To Let" signs thereon.
11. DAMAGE BY FIRE, EXPLOSION, THE ELEMENTS OR OTHERWISE:
In the event of the destruction of the demised premises of the
building containing the said premises by fire, explosion, the elements or
otherwise during the term hereby created, or previous thereto, or such partial
destruction thereof (as to render the premises wholly untenantable or unfit for
occupancy, or should the demised premises be so badly injured that the same
cannot be repaired within ninety (9U) days from the happening of'such injury,
then and in such case the term hereby created shall, at the option of the
landlord, cease and become null and void from the date of such damage or
destruction, and the Tenant shall immediately surrender said premises and all
the Tenant's interest therein to the Landlord, and shall pay rent only to the
time of such surrender, in which event the Landlord may re-enter and re-possess
the premises thus discharged from this lease and may remove all parties
therefrom. Should the demised premises be rendered untenantable and unfit for
occupancy, but yet be repairable within ninety (90) days from the happening of
said injury, the Landlord may enter and repair the same with reasonable speed,
and the rent shall not accrue after said injury or while repairs are being made.
but shall recommence immediately after said repairs shall be completed. But if
the premises shall be so slightly injured as not to be rendered untenantable and
unfit for occupancy, then the Landlord agrees to repair the same with reasonable
promptness and in that case the rent accrued and accruing shall not cease or
determine. The Tenant shall immediately notify the Landlord in case of fire or
other damage to the premises.
12. OBSERVATION OF LAWS, ORDINANCES, RULES AND REGULATIONS:
The Tenant agrees to observe and comply with all laws, ordinances, rules and
regulations of the Federal, State, County and Municipal Authorities applicable
to the business to be conducted by the Tenant in the demised premise. TheTenant
agrees not to do or permit anything to be done in said premises, or keep
anything therein, which will increase the rate of fire insurance premiums on the
improvements or any part thereof, or on property kept therein, or which will
obstruct or interfere with the rights of other tenants, or conflict with the
regulations of the Fire Department or with any insurance policy upon said
improvements or any part thereof. In the event of any increase in insurance
premiums resulting from the Tenant's occupancy of the premises, or from any act
of omission on the part of the Tenant, the Tenant agrees to pay said increase in
insurance premiums on the improvements or contents thereof as additional rent.
13. INDEMNIFICATION OF LANDLORD:
A. Tenant's Notice of Work to be Performed: Tenant shall serve a written notice
on Landlord at least ten (10) days prior to permitting any work involving
repairs, improvements, construction and the like to be commenced in or on the
demised premises.
B. Liens and Encumbrances: Tenant shall indemnify Landlord and the
premises herein demised and all improvements, placed thereon against all claims,
liens, claims of lien, demands, charges, encumbrances or litigation arising
directly or indirectly out of or by reason of any work or activity of Tenant on
the demised premises, and shall forthwith and within ten (10) days after the
filing of any lien for record fully pay and satisfy the same and shall reimburse
Landlord for all loss, damage and expense, including reasonable attorney's fees,
which it may suffer or be put to by reason of any such claims of lien, demands,
charges, encumbrances or litigation.
In the event Tenant shall fail to pay and fully discharge any claim,
lien, claims of lien, demand, charge, encumbrance or litigation, or should
proceedings be instituted for the foreclosure of any lien or encumbrance.
Landlord shall have the right, at its option, at any lime after the expiration
of such ten (10) days period to pay the same or any portion thereof, with or
without the costs and expenses claimed by such claimant, and in making such
payment Landlord shall be the sole judge of the legality thereof. All amounts so
paid by landlord shall he repaid by Tenant to Landlord on demand, together with
interest thereon at the rate of fifteen percent (15%) per annum from the date of
payment by Landlord until repayment is fully made.
C. Personal Injuries; Violation of Law: Tenant shall indemnify Landlord
and the demised premises against any cost, liability or expense arising out of
any claims of any person or persons whatsoever by reason of the use or misuse
of the demised premises, parking area or common facilities by Tenant or any
person or persons holding under Tenant, and shall indemnify Landlord against
any penalty, damage or charge incurred or imposed by reason of any violation of
law or ordinance by Tenant or any person or persons holding under Tenant,
against any costs, damage, or expense arising out of the death of or injury to
any person or persons holding under Tenant.
14. EXTERIOR FACILITIES:
Tenant shall not install any exterior lighting, exterior plumbing
facilities, shades or awnings, amplifiers, or similar devices, or use any
advertising medium which may he heard or experienced outside the demised
premises, such as loudspeakers, phonographs or radio broadcasts. All window
dressings that can be seen from outside shall be of such design and color as
shall be approved in advance in writing by the Landlord.
15. SECURITY:
Tenant has this day deposited with landlord the sum of One Thousand
Four Hundred Fifty Dollars and 00/l00 ($ 1,450.00 ) as security for the full
and faithful performance by the Tenant of all the terms, covenants and
conditions of this lease upon the Tenant's part to be performed, which said
sum shall be returned to the Tenant, without any interest thereon, after the
time fixed as the expiration of the term herein, provided the Tenant has fully
and faithfully carried out all of said terms, covenants and conditions on
Tenant's part to be performed. In the event of any default hereunder by
Tenant, Landlord may utilize such deposit to offset either in whole or in part
any obligations of the Tenant hereunder. In the event of a bona fide sale,
subject to this lease, the Landlord shall have the right to transfer the
security to the vendee for the benefit of the Tenant and the landlord shall be
considered released by the Tenant from all liability for the return of such
security; and the Tenant agrees to look to the new Landlord solely for the
return of the said security, and it is agreed that this shall apply to every
transfer or assignment made of the security to a new Landlord. The security
deposited under this lease shall not be mortgaged, assigned or encumbered by
the Tenant without the written consent of the Landlord.
16. TAXES:
A.Tenant's Proportionate Share: Tenant shall pay to Landlord, as part
of the common area costs per section 7.H.d., Tenant's proportionate share of all
real estate and other ad valorem taxes and assessments of every kind and nature
(including, but not limited to, general and special assessments, foreseen as
well as unforeseen) with respect to the land and improvements which are included
in the tax parcel which includes the Premises. Such taxes and assessments are
collectively called the "Taxes." Tenant's proportionate share of Taxes shall be
an amount equal to the product obtained by multiplying the Taxes, and Landlord's
expenses in obtaining or attempting to obtain any refund or reduction thereof,
by a fraction, the numerator of which is the number of square feet in the
demised premises and the denominator of which is the number of leaseable square
feel in the Landlord's building which is included in the same tax parcel as the
demised premises. With respect to any assessments which may be paid in annual
installments, only the amount of such annual installment (with appropriate
proration for any Partial Lease Year) and statutory interest shall be included
with the computation of the annual Taxes for the Lease Year in question.\
B. Payment Bv Tenant: The tax payment required under this Article shall
be paid by Tenant and included in the common area costs in such amounts as are
estimated and billed for each fiscal tax period by Landlord. Taxes for the first
tax year shall be prorated. Within thirty (90) days following the end of each
calendar year, included with the common area costs. Landlord will notify Tenant
of (a) the amount of Taxes, (b) the total square feet within the Landlord's
building which is included in the same tax parcel as the demised premises, and
(c) the amount of Tenant's proportionate share of Taxes, each determined in
accordance with the provisions of Section 18.A.
17. SIGNS AND ADVERTISING:
No sign, advertisement or notice shall be affixed to or placed upon
any part of the demised premises by the Tenant, except in such manner and of
such design and color as shall be approved in advance in writing by the
Landlord. Tenant will install and maintain such sign at his own cost and as may
be approved, in good condition and repair at all times.
18. SUBORDINATION TO MORTGAGES AND DEEDS OF TRUST:
This Lease is subject and is hereby subordinated to all present and
future mortgages, deeds of trust and other encumbrances affecting the demised
premises or the property of which said premises are a part. The Tenant agrees
to execute, at no expense to the Landlord, any instrument which may be deemed
necessary or desirable by the Landlord to further effect the subordination of
this Lease to any such mortgage, deed of trust or encumbrance.
19. SURRENDER OF PREMISES:
Tenant shall, at the termination of this Lease, vacate the demised
premises in a good condition as they were at the time of entry thereon by
Tenant, except for reasonable use and wear thereof, acts of God or damage by
casualty beyond the control of Tenant and on vacating shall leave the demised
premises free and clear of all rubbish and debris.
20. GOVERNMENTAL INTERFERENCE WITH POSSESSION:
Tenant shall not be released from its obligation hereunder
should its possession of the demised premises be interfered with or affected
by reason of the passage or adoption of any law, ordinance, resolution,
regulation or act of any legal or governmental authority, or any Order of
Abatement of Judgment preventing the use of the demised premises made on the
ground that the demised premises or the business operated therefrom
constitutes a nuisance.
21. RULES AND REGULATIONS OF LANDLORD:
The rules and regulations regarding the demised premises, affixed to
this lease, if any, as well as any other and further, reasonable rules and
regulations which shall be made by the Landlord, shall be observed by the Tenant
and by the Tenant's employees, agents and customers. The Landlord reserves the
right to rescind any presently existing rules applicable to the demised
premises, and to make such other and further reasonable rules and regulations
as, in its judgment, may from lime to lime be desirable/or the safety, care and
cleanliness of the premises, and for the preservation of good order therein,
which rules, when so made and notice thereof given to the Tenant, shall have the
same force and effect as if originally made a part of this Lease. Such other and
further rules shall not, however, be inconsistent with the proper and rightful
enjoyment by the Tenant of the demised premises
22. VIOLATION OF COVENANTS, FORFEITURE OF LEASE, RE-ENTRY BY LANDLORD:
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In case of violation by the Tenant of any of the covenants, agreements
and conditions of this lease, or of the rules and regulations now or hereafter
to be reasonably established by the landlord, and upon failure to discontinue
such violation within ten (10) days after notice thereof given to the Tenant,
this Lease shall thenceforth, at the option of the Landlord, become null and
void and the Landlord may re-enter without further notice or demand. The rent in
such case shall become due, be apportioned and paid on and up to the day of such
re-entry and the Tenant shall be liable for all loss or damage resulting from
such violation as aforesaid.
23. NONWAIVER OF BREACH:
No waiver by the Landlord of any violation or breach of condition by
the Tenant shall constitute or be construed as a waiver of any other violation
or breach of condition, nor shall lapse of time after breach of condition by the
Tenant before the Landlord shall exercise its option under this paragraph
operate to defeat the right of the Landlord to declare this Lease null and void
and to re-enter upon the demised premises after the said breach or violation.
24. NOTICES:
All notices and demands, legal or otherwise, incidental to this Lease,
or the occupation of the demised premises, shall be in writing. If the Landlord
or its agent desires to give or serve upon the Tenant any notice or demand, it
shall be sufficient to send a copy thereof by registered mail, addressed to the
Tenant at the demised premises, or to leave a copy thereof with a person of
suitable age found on the premises, or to post a copy thereof upon the door to
said premises. Notices from the Tenant to the Landlord shall be sent by
registered mail or delivered to the Landlord at the place hereinbefore
designated for the payment of rent, or to such party or place as the Landlord
may from time to time designate in writing.
25. BANKRUPTCY, INSOLVENCY, ASSIGNMENT FOR BENEFIT OF CREDITORS:
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It is further agreed that if at any time during the term of this Lease
the Tenant shall make any assignment for the benefit of creditors, or be decreed
insolvent or bankrupt according to law, or if a receiver shall be appointed for
the Tenant, then the Landlord may, at its option, terminate this Lease, exercise
of such option to be evidenced by notice to that effect served upon the
assignee, receiver, trustee or other person in charge of the liquidation of the
properly of the Tenant or the Tenant's estate. Such termination shall not
release or discharge any payment of rent payable hereunder and then accrued, or
any liability then accrued by reason of any agreement or covenant herein
contained on the part of the Tenant, or the Tenant's legal representatives.
26. HOLDING OVER BY TENANT:
In the event that the Tenant shall remain in the demised premises after
the expiration of the term of this Lease without having executed a new written
Lease with the Landlord, such holding over shall not constitute a renewal or
extension of this Lease. The Landlord may, at its option, elect to treat the
Tenant as one who has not removed at the end of his term and thereupon be
entitled to all the remedies against the Tenant provided by law in that
situation, or the Landlord may elect, at its option, to construe such holding
over as a tenancy from month to month, subject to all the terms and conditions
of this Lease, except as to duration thereof. In that event the Tenant shall pay
monthly rent in advance at the rate provided herein as effective during the last
month of the demised term plus 10%. Any holding over without the consent of the
Landlord shall be considered to be day to day tenancy. In that event the Tenant
shall pay every 15 days in advance at a rental of twice the daily rate of the
rate provided herein as effective during the last month of the demised term,
computed on the basis of a thirty (30) day month.
27. EMINENT DOMAIN. CONDEMNATION:
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A. Over Thirty Percent (30%) of Premises Taken: In the event thirty
percent (30%) or more of the area of the demised premises shall be taken for a
public or quasi-public use, this Lease shall terminate as of the date of the
actual physical taking, and the parties shall thereupon be released from any
and all further liability hereunder.
B. Less Than Thirty Percent (30%) of Premises Taken: In the event of a
partial taking of less than thirty percent (30%) of the area of the demised
premises, Landlord shall, with reasonable diligence, proceed at its own
expense to reconstruct or repair the demised premises and place the same in a
rentable condition within one hundred eighty (180) days after the date of the
actual physical taking; provided, however, that if thirty percent (20%) or
more of the area of the office complex as a whole is taken, landlord
alternatively may elect to terminate this Lease notwithstanding that less than
thirty percent (30%) of the area of the demised premises were taken. In the
event of such termination the parties hereto shall be released from any and
all further liability under this Lease.
C. Abatement of Rent: During any reconstruction or repairing as
hereinabove provided. Tenant shall be required to pay only that portion of the
fixed minimum monthly rental herein reserved as the area of the demised
premises remaining in the tenantable condition during such reconstruction or
repairing bears to the entire area herein leased. On completion of such
reconstruction or rewiring, the fixed in minimum monthly rental herein
reserved shall be adjusted in the proportion that the reconstructed demised
premises bear to the original demised premises, and thereafter Tenant shall be
required to pay such adjusted fixed minimum monthly rental in accordance with
the provisions of this Lease.
D. Right to Condemnation Award: Any award made in any condemnation proceeding
for the taking of any part or all of the demised premises shall be the sole
property of and be paid to Landlord.
28. ARBITRATION:
Any dispute arising under this Lease shall he settled by arbitration. Then
Landlord and Tenant shall each choose an arbitrator, and the two arbitrators
thus chosen shall select a third arbitrator. The findings and award of the three
arbitrators thus chosen shall be final and binding on the parties hereto.
29. BROKERS COMMISSION:
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Tenant warrants that it has dealt with no broker in connection with this
Lease.
30. DELIVERY OF LEASE:
No rights are to be conferred upon the Tenant until this Lease has been
signed by the Landlord, and an executed copy of the Lease has been delivered to
the Tenant.
31. LEASE PROVISIONS NOT EXCLUSIVE:
The foregoing rights and remedies are not intended to be exclusive but
as additional to all rights and remedies the Landlord would otherwise have by
law.
32. LEASE BINDING ON HEIRS, SUCCESSORS, ETC.:
All of the terms, covenants and conditions of this Lease shall inure to
the benefit of and be binding upon the respective heirs, executors,
administrators, successors and assigns of the parties hereto. However, in the
event of the death of the Tenant, if an individual, the Landlord may, at its
option, terminate this lease by notifying the executor or administrator of the
Tenant at the demised premises.
33. TIME OF THE ESSENCE:
Time is of the essence of each and every provision hereof.
34. PRONOUNS:
Feminine or neuter pronouns shall be substituted for those of'
masculine form or vice versa, and the plural shall be substituted/or the
singular number or vice versa in anyplace or places in which the context may
require such substitution or substitutions.
35. AMENDMENTS TO BE IN WRITING:
This Lease may be modified or amended only by a writing fully
authorized and executed by both Landlord and Tenant. It may not be amended or
modified by oral agreements or understandings between the parties unless the
same shall be reduced to writing duly authorized and executed by both Landlord
and Tenant.
36. This lease and the obligation of Tenant to pay rent hereunder and
perform all of the other covenants and agreements hereunder on part of Tenant to
be performed shall in nowise be affected, impaired or excused because Landlord
is unable to supply or is delayed in supplying any service expressly or
impliedly to be supplied or is unable to make, or is delayed in making repairs,
additions, alterations or decorations or is unable to supply or is delayed in
supplying any equipment or fixtures if Landlord is prevented or delayed from so
doing by reason of governmental preemption in connection with the National
Emergency declared by the President of the United States or in connection with
any rule, order or regulation of any department or subdivision thereof of any
governmental agency or by reason of the conditions of supply and demand which
have been or are affected by the war.
IN WITNESS WHEREOF, the said Parties have hereunto set their hands and seals the
day and year first above written.
Witness:
/s/ X. Xxxxxx /s/ Xxxxxxxx Xxxxxxx / Landlord
/s/ X. Xxxxxx /s/ Will Xxxxxxx / Tenant
ADDENDUM TO LEASE
Pursuant to an agreement between the landlord and tenant, should Landlord decide
to sell all or part of the existing building, located at 756, 758. 760 and 000
XX Xxxx Xx. Xxxxx Xxxx., Xxxx Xx. Xxxxx.XX 00000 during the term of this lease,
tenant shall have a right of first refusal to the purchase. Should landlord
offer the tenant the opportunity of said purchase, tenant will have five (5)
days to reply in writing, with the required deposit. After the passing of five
(5) days, landlord may advertise and accept requests from other interested
parties.
DATED: 12/26/01
/s/ X. Xxxxxx /s/ Xxxxxxxx Xxxxxxx / Landlord
/s/ X. Xxxxxx /s/ Will Xxxxxxx / Tenant
